TIDMVRE
RNS Number : 4003N
VR Education Holdings PLC
20 May 2020
For immediate release 20 May 2020
This announcement contains inside information for the purposes
of
Article 7 of EU Regulation 596/2014.
VR Education Holdings plc
('VR Education' or the 'Company')
Conditional Subscription to raise EUR3.0 million, Strategic
Partnership
and
Notice of General Meeting
VR Education (AIM: VRE; Euronext Growth: 6VR), a leading virtual
reality ('VR') technology company focused on the education and
enterprise training space, announces that HTC Corporation ('HTC')
has agreed to invest EUR3.0 million in the Company (the
'Subscription') and that HTC and the Company are entering into a
strategic partnership for the distribution and license of the
Company's ENGAGE platform globally through HTC enterprise sales
channels.
HTC's investment follows the success of the 2020 HTC VIVE
Ecosystem Conference which was hosted on the Company's ENGAGE
platform in March 2020.
Subscription highlights:
-- 48,284,102 Subscription Shares to be issued at an Issue Price
of 5.47 pence per Subscription Share. The Subscription Price was
negotiated when discussions between VR Education and HTC commenced
on 12 March 2020 and represents a premium of approximately 10% to
the market price of VR Education's Existing Ordinary Shares at that
time;
-- The Subscription will be made by an indirect wholly-owned
subsidiary of HTC and is subject to VR Education's shareholders
passing certain resolutions to be proposed at an extraordinary
general meeting of VR Education to be held on 11 June 2020;
-- Upon Admission, the Enlarged Issued Share Capital is expected
to be 241,420,508 Ordinary Shares with the Subscription Shares
representing approximately 20 per cent. of the Enlarged Issued
Share Capital;
-- Gross proceeds of the Subscription will be EUR3.0 million
(GBP2.64 million) with net proceeds after expenses being
approximately EUR2.93 million (GBP2.58 million);
-- Proceeds of the Subscription will be used to further develop
and enhance the Company's ENGAGE platform and build its sales and
marketing capability, as well as the production of additional
showcase experiences to support the uptake of the ENGAGE
platform;
-- Further to the announcement of 19 March 2020, HTC Corporation
and the Company are entering into a strategic partnership for the
distribution and license of the Company's ENGAGE platform globally
through HTC enterprise sales channels. The terms of a distribution
and license agreement have been agreed and will take effect in
advance of completion of the Subscription;
-- HTC will be granted the right to appoint one non-executive
director to the Board of VR Education, for such time as its
shareholding exceeds 10% of the Enlarged Share Capital;
-- It is anticipated that admission of the Subscription Shares
to the London Stock Exchange and Euronext Dublin will become
effective at 8.00 a.m. on 12 June 2020.
The General Meeting of the Company will be held at 11 a.m. on 11
June 2020 at the offices of VR Education, Unit 9, Cleaboy Business
Park, Waterford, Ireland. In light of the public health advice in
response to the COVID-19 pandemic, all shareholders are strongly
advised to submit their votes by Proxy and are kindly asked not to
attend the General Meeting in person. No update outside the formal
business of the Resolutions will be provided at the meeting.
Alvin W. Graylin, HTC China President, said: "Earlier this year,
we saw first-hand the kind of value we can deliver through ENGAGE
by successfully hosting our annual VIVE Ecosystem Conference
entirely in virtual reality. With the ongoing global pandemic, we
recognise that now, more than ever, it is important to invest in
and expand accessibility to XR technologies that enable human
connection and maintain presence when we are all physically apart.
Through this partnership, we believe we can offer an important
service to large groups of people to learn, share and collaborate
with their peers around the world."
David Whelan, CEO of VR Education, said: "We are delighted to be
strengthening our partnership with HTC as demonstrated by its
subscription for new shares announced today. The Subscription will
provide additional funding for the next stage of our development
and allow us to progress the capabilities and commercialisation of
our core ENGAGE platform at a time when industries across the globe
are adapting to new and innovative ways of working.
In the wake of the COVID-19 pandemic, which is set to catalyse
long-term changes in working practices, VRE and HTC's combined
offering provides a complete end-to-end service to alleviate the
challenges posed by reduced travel due to health and climate change
concerns. We look forward to this next stage of our development and
continuing to work alongside HTC as a strategic partner and
shareholder to provide these solutions for customers."
- Ends -
For further information, please contact:
VR Education Holdings plc Tel: +353 87 665 6708
Richard Cooper, Chairman contact@vreducationholdings.com
David Whelan, CEO
Sandra Whelan, COO
Cairn Financial Advisers LLP (Nominated Tel: +44 (0) 20 7213
Adviser) 0880
James Caithie / Liam Murray / Ludovico
Lazzaretti
Shard Capital Partners LLP (Joint Tel: +44 (0) 20 7186
Broker) 9952
Damon Heath / Erik Woolgar
Davy (Joint Broker & Euronext Growth Tel: +353 1 679 6363
Advisor)
Fergal Meegan / Ronan Veale / Barry
Murphy
Buchanan (Financial PR) Tel: +44 (0)20 7466 5000
Henry Harrison-Topham / Chris Lane VRE@buchanan.uk.com
/ Tilly Abraham
Notes to Editors
VR Education, together with its wholly owned subsidiary, is an
early stage VR software and technology group based in Waterford,
Ireland, dedicated to transforming the delivery methods of
education and corporate training by utilising VR technologies to
deliver fully immersive virtual learning experiences. The Group's
core focus is the development and commercialisation of its online
virtual social learning and presentation platform called ENGAGE,
which provides a platform for creating, sharing and delivering
proprietary and third-party VR content for educational and
corporate training purposes.
In addition to the ongoing development of the ENGAGE platform,
the Group has also built two downloadable showcase VR experiences,
being the award-winning Apollo 11 VR experience and the Titanic VR
experience.
On 12 March 2018, VR Education listed on the AIM market of the
London Stock Exchange and on the Enterprise Securities Market, a
market regulated by Euronext Dublin. For further information,
please visit www.vreducationholdings.com .
The following information has been extracted without material
adjustment from the Subscription document incorporating, inter
alia, a circular to VR Education's shareholders (the 'Circular')
dated 19 May 2020. Copies of the Circular will be available free of
charge to the public at https://immersivevreducation.com
Conditional Subscription for 48,284,102 Subscription Shares at
5.47 pence per Subscription Share
and
Notice of General Meeting
1. Introduction
HTC has agreed to invest, conditional on passing of the
Resolutions and Admission, EUR3,000,000 in the Company for
48,284,102 Subscription Shares. The Subscription will be made via
an indirect wholly owned subsidiary of HTC. In addition, and
further to the announcement of 19 March 2020, HTC Corporation and
the Company are entering into a strategic partnership for the
distribution and license of the Company's ENGAGE platform globally
through HTC enterprise sales channels. The terms of a distribution
and license agreement (the "Distribution and License Agreement")
have been agreed and the terms of the Distribution and License
Agreement will take effect in advance of Completion.
The Board is seeking the authority to allot and issue the
Subscription Shares which requires the Shareholders to pass the
Resolutions by the requisite majorities at a duly convened general
meeting of the Company.
In light of the public health advice in response to the COVID-19
pandemic, including to limit travel and public gatherings, and the
importance of the health and safety of Shareholders, staff and
others, the Company strongly encourages all Shareholders to submit
their Form of Proxy or CREST Proxy Instruction, appointing the
chairman of the General Meeting as proxy, rather than attend the
General Meeting in person which, given the COVID-19 pandemic,
cannot be facilitated. Only the formal business of the Resolutions
will be carried out at the General Meeting and no update will be
provided.
2. Use of Proceeds of the Subscription
The proceeds of the Subscription will be primarily used to
further develop and enhance the Company's proprietary ENGAGE
platform and build out its sales and marketing capability. The
proceeds will also be used to a lesser extent to produce additional
showcase experiences which support the uptake of the ENGAGE
platform and clearly demonstrate its potential.
3. Current Trading and Prospects
VR Education has continued to make progress during the first
half of 2020. Showcase experiences continue to perform strongly
with Apollo 11, Titanic and Shuttle Commander generating EUR2.5m
since their respective releases. A number of agreements have been
entered into on the ENGAGE platform with customers in the USA and
elsewhere, and subject to entering into the Distribution and
License Agreement, the Group expects significant traction in the
Greater China region during the rest of 2020.
Since the year end, the Group's ENGAGE platform hosted the 2020
HTC VIVE Conference in March 2020, which represented the first
global conference to be hosted entirely via VR. The success of this
event has led to a significant number of enquiries from blue chip
corporate customers who are interested in using ENGAGE. Further
smaller events have been successfully hosted in ENGAGE since the
HTC event.
On 14 April 2020, the Group also announced that it had signed a
partnership agreement with US-based VictoryXR, a world leader in VR
and augmented reality ('AR') content creation for schools and
education, for the use of the Group's ENGAGE platform. During
April, it also signed a non-exclusive distribution license
agreement with California-based NuEyes Technologies Inc., a
provider of VR wearable technology for the visually impaired, for
the use of the Group's ENGAGE platform.
The COVID-19 pandemic has created an unprecedented climate, both
from a social and from an economic perspective. It has nonetheless
also provided a significant market opportunity for the Group
whereby the ENGAGE platform can be used to facilitate the
significant increase in demand for remote working, virtual
conferencing and other collaboration tools. The proceeds of the
Subscription will allow the Group to further develop and promote
the ENGAGE platform to take advantage of these opportunities.
4. Further Details on HTC
Listed on the Taiwan Stock Exchange, HTC has significant
interest in VR and mobile computing with extensive business reach
in the greater Chinese market. With the global spread of COVID-19,
HTC, a global leader in VR technology and equipment, and VR
Education are working closely together to help alleviate current
commercial and education issues created by the widespread
self-isolation enforced by governments worldwide.
VR Education, via its ENGAGE platform, has a solution to ensure
remote workers feel more connected and that large events can still
be held remotely and in a more immersive manner than provided by
current video-based platforms. VR Education's world leading
software team, working closely with HTC's hardware, software and
sales teams, is focused on bringing immersive AR and VR
technologies to enterprise customers and educational institutes on
a global scale with a specific focus given to the Greater China
region.
5. Details of the Subscription
Application will be made to London Stock Exchange and Euronext
Dublin for the Subscription Shares to be admitted to trading on AIM
and Euronext and, subject to the passing of the Resolutions, it is
anticipated that Admission will become effective at 8.00 a.m. on or
around 12 June 2020.
The Subscription is conditional upon, amongst other things:
1. each of the Resolutions being passed at the General Meeting;
2. the Subscription Agreement not having terminated;
3. Admission becoming effective by no later than 8.00 a.m. on 12
June 2020 or such later date as the Company and the Subscriber may
agree;
4. The Distribution and License Agreement having been entered into prior to Admission.
6. The Subscription Agreement
The Subscription Price was negotiated when discussions between
VR Education and HTC commenced on 12 March 2020 and prior to the
announcement of 19 March 2020 regarding a potential strategic
partnership with HTC Corporation and represented a premium of
approximately 10% to the market price of VR Education's Existing
Ordinary Shares at that time.
Pursuant to the terms of the Subscription Agreement, HTC will be
granted the right to appoint one non-executive director to the
Board (the "Nominated Director"), subject to the usual regulatory
and Nomad approvals, for such time as its shareholding exceeds 10%
of the Enlarged Share Capital. It is intended that Praveen Gupta
(Vice President - Corporate Investments and Development, HTC) will
be appointed as Nominated Director with effect from Completion.
In addition, for such time as its shareholding exceeds 10% of
the Enlarged Share Capital, HTC will be granted the right to
appoint a representative to attend as an observer ("Nominated
Observer") at each meeting of the Board. The Nominated Observer
shall not participate in any way (voting or otherwise) unless
specifically called on by management or another Board member
(excluding the Nominated Director) or with the agreement of the
other Board members.
Pursuant to the terms of the Subscription Agreement the Company
has undertaken to and covenants with HTC that it shall not (and
shall procure that no member of the Group will) undertake certain
reserved matters, including entering into certain material business
transactions, as detailed in the Subscription Agreement, without
first obtaining the prior consent of HTC, not to be unreasonably
withheld or to be withheld in contravention with the Relationship
Deed.
In addition, pursuant to the terms of a lock-in and orderly
market deed entered into between HTC, the Company, the Nomad and
the Joint Brokers (the "Lock-In Deed"), HTC has undertaken not to
sell or dispose of any Subscription Shares, except in certain
limited circumstances, at any time before the date falling six
months after Admission. HTC has further agreed that it will, for a
further period of six months thereafter, be subject to orderly
market arrangements during which time it will not sell of dispose
of any Subscription Shares otherwise than through the Joint Brokers
provided the Joint Brokers fulfil certain conditions in the Lock-In
Deed.
The Subscription Agreement contains customary warranties given
by the Company and the Substantial Shareholders in favour of
HTC.
In addition to the conditions referred to above, the
Subscription Agreement may be terminated prior to Admission by HTC
in certain circumstances, including where there is a material
breach of the Subscription Agreement or if the warranties given by
the Company and the Substantial Shareholders were untrue,
inaccurate or misleading in any material respect.
7. Relationship Deed
At the date of Admission, HTC will control the exercise of
voting rights in respect of approximately 20 per cent. of the
Enlarged Issued Share Capital. Accordingly, a relationship deed
(the "Relationship Deed") has been entered into between the
Company, Cairn, J&E Davy and HTC to ensure that the Company is
able to carry out its business independently of HTC and to regulate
the relationship between HTC and the Company on an arm's length and
normal commercial basis. In the event of a conflict between the
terms of the Subscription Agreement and the Relationship Deed the
terms of the Relationship Deed shall prevail.
8. Distribution and License Agreement
The terms of the Distribution and License Agreement have been
agreed and the Distribution and License Agreement will be effective
prior to Completion, or such other date as may be agreed upon by
the parties.
Pursuant to the Distribution and License Agreement, for an
initial period of 4 years, the Company will appoint HTC as the
Company's exclusive distributor throughout the Greater China Region
(being, Hong Kong, Macau, Taiwan, and the People's Republic of
China) and as its non-exclusive distributor for the Global Region
(being the world, excluding the Greater China Region), of (i) the
ENGAGE Platform and (ii) the Company's proprietary software
necessary for HTC and/or customers to use and support the ENGAGE
platform.
Pursuant to the terms of the Distribution and License Agreement
HTC shall pay an agreed percentage of net revenue as collected by
HTC in the Greater China Region and the Global Region relating to
the services as provided by the Company pursuant to the terms of
the Distribution and License Agreement. The Distribution and
License Agreement also contains provision for a guaranteed minimum
quarterly payment of EUR75,000 to be made by HTC to the Company,
commencing in January 2021 and continuing thereafter for the
duration of the Distribution and License Agreement, irrespective of
net revenue as collected by HTC in the Greater China Region and the
Global Region relating to the services as provided by the
Company.
9. Effect of the Subscription
Upon Admission, the Enlarged Issued Share Capital is expected to
be 241,420,508 Ordinary Shares. On this basis, the Subscription
Shares will represent approximately 20 per cent. of the Enlarged
Issued Share Capital.
10. General Meeting
The General Meeting of the Company, notice of which is set out
at the end of this document, is to be held at 11 a.m. on 11 June
2020 at the offices of the Company. The General Meeting is being
held for the purpose of considering and, if thought fit, passing
the Resolutions.
A summary and explanation of the Resolutions is set out below.
Please note that the text below does not constitute the full text
of the Resolutions and you should read this section in conjunction
with the Resolutions contained in the Notice of General Meeting at
the end of this document.
Resolution 1: Authority to allot shares
This ordinary resolution will grant the Directors a general
authority:
-- to allot and issue the Subscription Shares; and
-- in addition, to allot and issue additional relevant
securities (within the meaning of Section 1021 of the Companies Act
2014) up to a maximum nominal amount of EUR 79,669 , which
represents approximately 33 per cent of the Enlarged Issued Share
Capital.
The authority given by this Resolution 1 will expire on the
earlier of (a) 15 months after the date of the passing of this
Resolution; or (b) at the conclusion of the next annual general
meeting of the Company following the passing of this Resolution,
unless previously varied, revoked or renewed by the Company in a
general meeting provided, however, that the Company may make an
offer or agreement before the expiry of this authority, which would
or might require any such securities to be allotted or issued after
this authority has expired, and the Directors may allot and issue
any such securities in pursuance of any such offer or agreement as
if the authority conferred hereby had not expired.
Resolution 1 is an ordinary resolution. As such, it requires the
approval of a simple majority of members voting in person or by
proxy at the General Meeting in order to be passed.
Resolution 2 : Disapplication of pre-emption rights
Conditional on the passing of Resolution 1, this special
resolution disapplies the statutory pre-emption rights in respect
of the allotments, issuances and grants of equity securities (as
defined in Section 1023 of the Companies Act 2014) for cash
pursuant to the authority conferred by Resolution 1 in relation
to:
-- the Subscription Shares; and
-- in addition, up to an aggregate nominal value of EUR 48,285,
which represents approximately 20 per cent of the Enlarged Issued
Share Capital, for further issues of equity securities such as open
offers and other similar offers to new or existing
shareholders.
The authority given by this Resolution 2 will expire on the
earlier of (a) 15 months after the date of the passing of this
Resolution; or (b) at the conclusion of the next annual general
meeting of the Company following the passing of this Resolution,
unless previously varied, revoked or renewed by the Company in a
general meeting provided, however, that the Company may make an
offer or agreement before the expiry of this authority, which would
or might require any such securities to be allotted or issued after
this authority has expired, and the Directors may allot and issue
any such securities in pursuance of any such offer or agreement as
if the authority conferred hereby had not expired.
Resolution 2 is a special resolution. As such, it requires the
approval of a majority of not less than 75 per cent. of votes cast
by those who vote either in person or in proxy at the General
Meeting in order to be passed.
11. Action to be taken
Please check that you have received a Form of Proxy for use in
relation to the General Meeting.
you are strongly encouraged to complete, sign and return your
Form of Proxy in accordance with the instructions printed thereon
so as to be received by post or, during normal business hours only,
by hand, at Computershare Services (Ireland) Limited, 3100 Lake
Drive, Citywest Business Campus, Dublin 24, D24 AK82, as soon as
possible but in any event so as to arrive by not later than 11 a.m.
on 9 June 2020 (or, in the case of an adjournment of the General
Meeting, not later than 48 hours before the time fixed for the
holding of the adjourned meeting).
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting in
the event of your absence. The completion and return of a Form of
Proxy will not preclude you from attending and voting in person at
the General Meeting, or any adjournment thereof, should you wish to
do so.
If you hold your Ordinary Shares in CREST, and you wish to
appoint a proxy or proxies through the CREST electronic proxy
appointment service, you may do so by using the procedures
described in the CREST Manual (available via www.euroclear.com). In
order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST Proxy Instruction must
be properly authenticated in accordance with Euroclear's
specifications, and must contain the information required for such
instruction, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or
is an amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be
received by Computershare Services (Ireland) Limited not later than
11 a.m. on 9 June 2020.
In order for the Subscription to proceed, Shareholders will need
to approve both of the Resolutions set out in the Notice of General
Meeting. If the Resolutions are not passed at the General Meeting,
the Subscription will not proceed, with the result that the
anticipated net proceeds of the Subscription will not become
available and the Company's business plans, growth prospects and
available working capital will be materially adversely affected as
a result.
Accordingly, it is important that Shareholders vote in favour of
each of the Resolutions, in order that the Subscription can
proceed.
12. Recommendation
The Directors consider the Subscription to be in the best
interests of the Company and its Shareholders as a whole and
accordingly unanimously recommend that Shareholders vote in favour
of the Resolutions to be proposed at the General Meeting, as they
intend to do in respect of their own beneficial holdings amounting,
in aggregate, to 79,088,525 Existing Ordinary Shares, representing
approximately 40.95 per cent. of the Existing Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication and Posting of this 19 May 2020
document and Form of Proxy
Latest time and date for receipt 11 a.m. on 9 June 2020
of Forms of Proxy
General Meeting 11 a.m. on 11 June 2020
Results of the General Meeting announced 11 June 2020
Expected Admission of the Subscription 12 June 2020
Shares on AIM and Euronext
Where applicable, expected date 12 June 2020
for CREST account to be credited
in respect of Subscription Shares
in uncertificated form
Notes:
1. Each of the above times and/or dates is subject to change at
the absolute discretion of the Company, Cairn and the Joint
Brokers. If any of the above times and/or dates should change, the
revised times and/or dates will be announced through a Regulatory
Information Service.
2. All of the above times refer to London time unless otherwise stated.
All events listed in the above timetable following the General
Meeting are conditional on the passing of each of the Resolutions
at the General Meeting.
DEFINITIONS
The following words and expressions shall have the following
meanings in this document unless the context otherwise
requires:
Admission the admission of the Subscription Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
AIM the market of that name operated by London
Stock Exchange
AIM Rules the AIM Rules for Companies, published
by London Stock Exchange
Board the board of directors of the Company
Company or VR Education VR Education Holdings plc
Completion means the completion of the matters relating
to the subscription for the Subscription
Shares pursuant to the terms of the Subscription
Agreement
CREST the relevant system (as defined in the
Uncertificated Securities Regulations
2001) for the paperless settlement of
trades and the holding of uncertificated
securities operated by Euroclear UK &
Ireland Limited
CREST Regulations the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755)
Davy J&E Davy (trading as Davy)
Directors the directors of the Company
Enlarged Issued Share all of the Ordinary Shares in issue on
Capital Admission inclusive of the Subscription
Shares, excluding any options to subscribe
for Ordinary Shares pursuant to the Company's
share option plan or adviser warrants
Euronext the Euronext Growth Dublin Market, a
market regulated by the Irish Stock Exchange
Euronext Rules the Euronext Rules for Companies and
the Rules for Euronext Advisers
Existing Issued Share The 193,136,406 existing Ordinary Shares
Capital or Existing in issue at the date of this document
Ordinary Shares
Euroclear Euroclear UK & Ireland Limited, the operator
of CREST
FCA the Financial Conduct Authority
Form of Proxy the form of proxy for use by Shareholders
in connection with the General Meeting
FSMA the Financial Services and Markets Act
2000
General Meeting the general meeting of the Company intended
to be convened for 11 am on 11 June 2020
or at any adjournment thereof, notice
of which is set out at the end of this
document
Group the Company and its subsidiaries as such
term is defined in the Irish Companies
Act 2014;
HTC HTC Corporation, a Taiwan Corporation,
having its principal place of business
Joint Brokers at No. 88, Sec. 3, Zhongxing Rd., Xindian
District, New Taipei City 231, Taiwan,
and its Affiliates
J&E Davy (trading as Davy) and Shard
Capital Partners LLP
London Stock Exchange London Stock Exchange plc
Nomad means Cairn or such other nominated adviser
authorised by the London Stock Exchange
to assume the responsibilities of a nominated
adviser under the AIM Rules appointed
by the Company from time to time
Ordinary Shares the ordinary shares of EUR0.001 each
in the capital of the Company
Prospectus Regulation the Prospectus Regulation Rules made
Rules by the FCA under Part IV of FSMA
Registrar Computershare Services (Ireland) Limited
Regulatory Information a service approved by the FCA for the
Service distribution to the public of regulatory
announcements and included within the
list maintained on the FCA's website
Resolutions the resolutions to be set out in the
notice of General Meeting which is set
out at the end of this document
Shareholders holders of Existing Ordinary Shares
Subscription means the subscription by HTC for the
Subscription Shares pursuant to the terms
of the Subscription Agreement
Subscription Agreement the conditional Subscription agreement
entered into between the Company and
HTC (B.V.I) Limited on 19 May 2020
Subscription Price 5.47 pence per Subscription Share
Subscription Shares 48,284,102 new Ordinary Shares issued
pursuant to the Subscription Agreement
Substantial Shareholders means David Whelan and Sandra Whelan
uncertificated or in an Ordinary Share recorded on a company's
uncertificated form share register as being held in uncertificated
form in CREST and title to which, by
virtue of the CREST Regulations, may
be transferred by means of CREST
GBP, pounds sterling, are references to the lawful currency
pence or p of the United Kingdom
EUR or Euros are references to the lawful currency
of the Republic of Ireland
- Ends -
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END
MSCSFUFMUESSEEI
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May 20, 2020 02:00 ET (06:00 GMT)
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