TIDMADA
RNS Number : 6575T
Adams PLC
26 November 2021
Adams plc
("Adams" or the "Company")
Interim Results for the Six Months ended 30 September 2021
Results
Adams Plc ("Adams" or the "Company") reported a loss after tax
of GBP0.648 million for the six months to 30 September 2021
compared to a profit of GBP1.091 million in the six months ended 30
September 2020. The reduction in profitability is principally due
to investment return losses of GBP0.567 million compared to
investment return gains of GBP1.162 million in the previous
September 2020 half year.
In April 2021, Adams raised net cash proceeds of GBP4.057
million under a placing and open offer which significantly
increased the Company's net asset base and cash balances.
During the six months ended 30 September 2021, the Company spent
GBP2.948 million on equity investments, of which four were new
investments and one was a follow-on investment. There were no
investment realisations for cash during the period but its newly
acquired listed investment in Telit Communications Plc ("Telit")
was acquired by Trieste Acquisitions Holding Limited ("Trieste") in
August 2021. The 380,000 shares in Telit acquired by the Company on
8 July 2021 were rolled over into the unlisted holding company of
Trieste, Notano Midco Limited ("Notano"), under the terms of a
recommended share offer alternative announced by Trieste on 21 May
2021.
Adams held eleven investments as at 30 September 2021, of which
nine were listed and two were un-listed, and for which the total
investment carrying value was GBP7.49 million (31 March 2021:
GBP5.11 million, represented by six listed and one un-listed
investment holdings).
The Company held cash balances of GBP1.09 million as at 30
September 2021, compared to cash balances of GBP0.05 million at the
previous 31 March 2021 year end.
Net assets increased to GBP8.56 million (equivalent to 5.87p per
share) at the 30 September 2021 balance sheet date, compared with
GBP5.15 million (equivalent to 6.24p per share) at 31 March 2021.
The GBP3.41 million increase in net assets reflects the GBP4.06
million share issue fund raise in April 2021 less the GBP0.65
million loss reported for the period.
Business model and investing policy
Adams is an investing company with an investing policy under
which the Board is seeking to acquire interests in special
situation investment opportunities that have an element of
distress, dislocation, dysfunction or other special situation
attributes and that the Board perceives to be undervalued. The
principal focus is in the small to middle-market capitalisation
sectors in the UK or Europe, but the Directors will also consider
possible special situation opportunities anywhere in the world if
they believe there is an opportunity to generate added value for
shareholders.
Investment Portfolio
The principal listed investments held by the Company at 30
September 2021 comprised C4X Discovery Holdings Plc ("C4XD"),
Circassia Pharmaceuticals plc ("Circassia"), Access Intelligence
Plc ("Access Intelligence"), Seeing Machines Limited ("Seeing
Machines") and Griffin Mining Limited ("Griffin") and Adams also
holds Oxehealth Limited ("Oxehealth") and Notano Midco Limited
("Notano") as principal unquoted investments.
C4XD is a pioneering drug discovery company combining scientific
expertise with cutting-edge drug discovery technologies to
efficiently deliver world--leading medicines which are developed by
licensing partners. The company applies its enhanced DNA-based
target identification and candidate molecule design capabilities to
generate small molecule drug candidates across multiple disease
areas including inflammation, oncology, neurodegeneration and
addictive disorders. To date C4XD has successfully out-licensed two
programmes with one candidate in clinical development. C4XD
reported a loss after tax of GBP3.6 million in the six months
ending 31 January 2021 inclusive of R&D investment of GBP3.3
million and with no revenues. Cash balances at 31 January 2021
amounted to GBP15.4 million. Post that period end, the company
received a EUR7 million upfront payment in relation to an exclusive
worldwide licensing agreement signed with Sanofi in April 2021 for
C4XD's IL-17A oral inhibitor programme worth up to EUR414 million
including the EUR7 million upfront payment and EUR407 million in
potential development, regulatory and commercialisation milestones.
There is also potential for single--digit Sanofi royalties. The
shareholding of Adams in C4XD at 30 September 2021 was, and
continues to be, 2.19 per cent of the C4XD shares in issue.
Circassia is an AIM listed global medical device company focused
on respiratory diagnostics and monitoring. Following a major
restructuring and the transfer of the Tudorza and Duaklir products
back to AstraZeneca in March 2021, Circassia has now been
transformed into a debt-free business with a strong NIOX(R) asthma
management products based continuing operations business. For the
six months ended 30 June 2021, NIOX sales increased 28% to GBP14.6
million , due in part to a post Covid-19 peak recovery. The NIOX
business generated an EBITDA profit for the first time of GBP0.6
million (excluding corporate overheads of GBP0.7 million) in this
half year period and which reflected a substantial reduction in the
cost base. Net cash as of 30 June 2021 amounted to GBP11.3 million
inclusive of gross cash proceeds of GBP5.0 million raised through a
share subscription in March 2021. The shareholding of Adams at 30
September 2021 was, and continues to be, 0.74 per cent of the
Circassia shares in issue.
Access Intelligence is an AIM listed London based technology
innovator delivering Artificial Intelligence/ AI software and
service solutions that address the fundamental business needs of
customers in the PR, marketing and communications industries. The
company combines AI technologies with human expertise to analyse
data and provide strategic insights as a single, real time view of
what is important. On 1 September 2021, Access Intelligence c
ompleted the acquisition of Isentia Group Limited, a market leading
Asia Pacific focused media intelligence and award winning insights
company for the corporate communications market, headquartered in
Sydney, Australia. For the six months ended 31 May 2021, Access
Intelligence's first half revenue increased by approximately 17 per
cent. to GBP11.0 million and delivered an EBITDA loss in the period
of GBP0.13 million reflecting additional investment in sales and
marketing to drive global expansion. Insentia reported revenues of
A$42.9 million for the six months ended 31 December 2020 and
delivered an EBITDA profit in the period of A$5.5 million. The
enlarged group intends to invest in and drive further innovation to
deliver its strategic vision of building the leading intelligence
provider for the global marketing and communications industry.
Adams acquired 667,000 ordinary shares in Access Intelligence at
GBP1.20 per share on 19 August 2021 for a total consideration of
approximately GBP0.80 million. The shareholding of Adams in Access
Intelligence as at 30 September 2021 was, and continues to be, 0.52
per cent of the Access Intelligence shares in issue.
Seeing Machines is headquartered in Australia and is an AIM
listed industry leader in advanced computer vision technologies.
The company designs Artificial Intelligence/ AI powered operator
monitoring systems to improve transport safety in automotive,
commercial fleet, aviation, rail and off-road markets. The company
has pioneered such technology through algorithm development,
extensive behavioural research and data, expertise in camera-based
optics and embedded processing to deliver true AI driven human
machine interaction. The technology in corporates warnings when
human state attention impairment, distraction and other measures
are identified, in order to re-engage the operator or driver.
Seeing Machines continues to grow as an automotive leader in such
technology, having now won contracts with a total of seven
automotive Tier 1 global customers. In the year to 30 June 2021,
Seeing Machines reported underlying revenue growth of 30 per cent
when using constant currency to give total revenues of A$47.2
million and a loss for the period of A$17.4 million. Seeing
Machines's cash and cash equivalent balances at 30 June 2021
amounted to A$47.4 million and have subsequently been strengthened
by a successful fundraise completed on 23 November 2021 of US$41m
to finance accelerated growth in the rapidly expanding driver
monitoring system technology market, across all transport sectors
globally. The shareholding of Adams in Seeing Machines as at 30
September 2021 was 0.21 per cent of the Seeing Machines shares in
issue but has subsequently been diluted to 0.20 per cent following
the fundraise referred to above.
Griffin is an AIM listed mining and investment company that has
been the leader in foreign investment in mining in China having
been engaged in developing the Caijiaying zinc and gold project
since 1997. In January 2021, Griffin announced a major achievement
in finally securing a significant new mining license from the
Chinese Ministry of Land and Natural Resources which elevates
Griffin to being one of the largest zinc producers in China.
Revenues increased by 154% to US$54.1 million for the six months to
30 June 2021 and generated a profit after tax of US$10.3 million.
The results benefitted from the new mining license as well as a
significant improvement in the market price for zinc and lower
smelter treatment charges and in addition the 2020 first half year
results were adversely affected by the suspension in operations to
contain the Covid-19 pandemic. The shareholding of Adams in Griffin
as at 30 September 2021 was, and continues to be, 0.27 per cent of
the Griffin shares in issue.
Oxehealth is a private company which is involved in vision-based
patient monitoring and management, using proprietary signal
processing and computer vision to process normal digital video
camera data to measure the vital signs and activity of patients in
a number of different markets, primarily in Mental Health, Acute
Hospital settings, Primary Care settings, Care Home, and Custodial
facilities in both the UK and also in Sweden. This is achieved
through the deployment of its Oxevision platform which enables
clinicians to take non-contact cardiorespiratory measurements of a
patient's pulse and breathing rate, generates alerts to potentially
risky activity and reports on a patient's vital signs and
behaviour, all without the clinician entering the patient's room.
At 30 September 2021, the investment holding by Adams in Oxehealth
represents 2.98 per cent of Oxehealth's issued share capital at
that date.
Notano is a private company which has Telit Communications as
its principal operating subsidiary and which is a global leader in
Internet of Things (IoT) enablement. Telit has over twenty years of
experience designing, building, and executing the most complex
solutions that are redefining the rules of digital business. Telit
has an extensive portfolio of wireless connectivity modules,
software platforms and global IoT connectivity services, empowering
hundreds of millions of connected 'things' to date, and trusted by
thousands of direct and indirect customers, globally. The company
offers the largest portfolio of specialty IoT communications
modules as well as a comprehensive platform for collecting,
managing and analysing critical device data and is available as a
subscription-based cloud service or as an on premise installation.
Telit also offers its own IoT SIM cards and global data plans to
meet a variety of applications and bandwidth requirements. In the
year ended 31 December 2020, Telit generated an operating profit of
US$13.2 million on revenues of US$343.6 million. Adams acquired
380,000 shares in Telit at GBP2.256 per share on 8 July 2021 for a
total consideration of approximately GBP0.85 million. On 31 August
2021, the acquisition of Telit by Trieste was completed, and Adams
received 380,000 ordinary shares in Notano in consideration for its
380,000 Telit shares. At 30 September 2021, the investment holding
by Adams in Notano represents 0.48 per cent of Notano's issued
share capital at that date.
In addition to the above investments, at 30 September 2021 Adams
held quoted holdings in four other listed companies comprising 4D
Pharma Plc, which is a pioneer in harnessing bacteria of the gut
microbiome as a novel and revolutionary class of medicines, known
as live biotherapeutics; Source Bioscience International Plc ,
which is an international provider of state-of-the art laboratory
services, clinical diagnostics and analytical testing services;
Euromax Resources Ltd, which is a Canadian development company,
focused on building and operating the Ilovica-Shtuka copper and
gold project in Macedonia ; and Afentra Plc, which has a strategic
imperative of capitalising on opportunities resulting from the
accelerating energy transition on the African continent .
Outlook
Whilst the arrival of a number of Covid-19 vaccines and the
associated roll-out of the global vaccination programmes has now
provided a pathway for easing of the social and economic
restrictions previously in force, the full economic fallout from
this pandemic remains uncertain. In addition, economic threats
remain including from the unprecedented levels of worldwide public
debt and continued volatility in financial markets can, therefore,
be expected.
In view of these uncertainties and economic threats, your Board
will continue to maintain a rigorous and highly selective
investment approach which is committed to delivering additional
value for shareholders going forward. We remain confident in the
underlying fundamentals, technologies and long-term potential for
growth at the companies within our investment portfolio, many of
which are in sectors that are regarded as defensive stocks in the
current environment.
Michael Bretherton
Chairman
26 November 2021
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this announcement.
The Directors of the Company take responsibility for this
announcement.
Enquiries:
Adams plc
Mike Bretherton Tel: +44 1534 719 761
Nomad
Cairn Financial Advisers LLP
Sandy Jamieson, James Caithie Tel: +44 207 213 0880
Broker
Peterhouse Corporate Finance Limited
Lucy Williams, Duncan Vasey Tel: +44 207 469 0930
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2021
6 months 6 months
ended Year ended ended
30 Sep 2021 31 Mar 2021 30 Sep 2020
Note (Unaudited) (Audited) (Unaudited)
GBP'000 GBP'000 GBP'000
(Loss)/gain on investments 5 (567) 3,234 1,159
Dividend income - 3 3
-------------- ------------- --------------
Investment return (567) 3,237 1,162
Expenses and other income
Administrative expenses (81) (153) (77)
Operating (loss)/profit (81) 3,084 1,085
Interest income - 6 6
(Loss)/profit before income tax (648) 3,090 1,091
Income tax expense - - -
(Loss)/profit and total comprehensive
-------------- ------------- --------------
(loss)/income for the period (648) 3,090 1,091
============== ============= ==============
Basic and diluted (loss)/earnings
per share 10 (0.46)p 3.74p 1.32p
-------------- ------------- --------------
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2021
As at As at As at
30 Sep 2021 31 Mar 2021 30 Sep 2020
(Unaudited) (Audited) (Unaudited)
Note GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Investments 6 7,486 5,105 2,187
Current assets
Trade and other receivables 7 3 22 3
Cash and cash equivalents 1,089 49 972
------------- ------------- -------------
Total current assets 1,092 71 975
------------- ------------- -------------
Total assets 8,578 5,176 3,162
------------- ------------- -------------
Liabilities
Current liabilities
Trade and other payables 8 (16) (23) (8)
------------- ------------- -------------
Total liabilities (16) (23) (8)
------------- ------------- -------------
Net current assets 1,076 48 967
------------- ------------- -------------
Net assets 8,562 5,153 3,154
============= ============= =============
Equity
Called up share capital 9 1,459 826 826
Share premium 9 3,424 - -
Accumulated gains 3,679 4,327 2,328
Total shareholder equity 8,562 5,153 3,154
============= ============= =============
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2021
Share Accumulated
Capital Share Premium Gains Total
GBP'000 GBP'000 GBP'000
At 31 March 2020 (audited) 826 - 1,237 2,063
--------- -------------- ------------ --------
Total comprehensive gain
for period - - 1,091 1,091
At 30 September 2020 (unaudited) 826 - 2,328 3,154
--------- -------------- ------------ --------
Total comprehensive gain
for period - - 1,999 1,999
At 31 March 2021 (audited) 826 - 4,327 5,153
--------- -------------- ------------ --------
Issue of shares 633 3,482 - 4,115
Share issue costs - (58) - (58)
Total comprehensive loss
for period - - (648) (648)
At 30 September 2021 (unaudited) 1,459 3,424 3,679 8,562
========= ============== ============ ========
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2021
6 months Year 6 months
ended ended ended
30 Sep 2021 31 Mar 2021 30 Sep 2020
(Unaudited) (Audited) (Unaudited)
GBP'000 GBP'000 GBP'000
(Loss)/profit for the period (648) 3,090 1,091
Unrealised loss/(gain) on revaluation
of investments 567 (2,644) (736)
Realised gain on disposal of investments - (590) (423)
Decrease/(Increase) in trade and
other receivables 19 (13) 6
Decrease in trade and other payables (7) (5) (20)
Net cash outflows from operating
activities (69) (162) (82)
-------------- ------------- --------------
Cash flows from investing activities
Proceeds from sales of investments - 1,207 602
Purchase of investments (2,948) (1,900) (451)
Net cash (outflows)/inflows from
investing activities (2,948) (693) 151
-------------- ------------- --------------
Cash flows from financing activities
Issue of share capital net of costs 4,057 - -
Net cash inflows from financing
activities 4,057 - -
-------------- ------------- --------------
Net increase/(decrease) in cash
and cash equivalents 1,040 (855) 69
Cash and cash equivalents at beginning
of period 49 904 903
Cash and cash equivalents at end
of period 1,089 49 972
============== ============= ==============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD TO 30 SEPTEMBER 2021
1 General information
Adams Plc ("the Company") is a company incorporated in the Isle
of Man and is listed on the AIM market of the London Stock
Exchange.
2 Basis of preparation
The interim financial statements of Adams Plc are unaudited
condensed financial statements for the six months ended 30
September 2021. These include unaudited comparatives for the six
months ended 30 September 2020 together with audited comparatives
for the year ended 31 March 2021.
These interim condensed financial statements have been prepared
on the basis of the accounting policies expected to apply for the
financial year to 31 March 2022 which are based on the recognition
and measurement principles of International Financial Reporting
Standards (IFRS) as adopted by the European Union (EU). The
financial statements have been prepared under the historical cost
convention. The Company's presentation and functional currency is
GBP Pounds Sterling.
The interim financial statements do not include all of the
information required for full annual financial statements and do
not comply with all the disclosures in IAS 34 'Interim Financial
Reporting', and should be read in conjunction with the Company's
annual financial statements to 31 March 2021. Accordingly, whilst
the interim statements have been prepared in accordance with IFRS,
they cannot be construed as being in full compliance with IFRS.
The preparation of financial statements in conformity with IFRS
as adopted by the EU requires the use of certain critical
accounting estimates. It also requires management to exercise its
judgement in the process of applying the Company's accounting
policies.
3 Going concern
Information on the business environment, financial position and
the factors underpinning the Company's future prospects and
portfolio are included in the Chairman's Statement. The Directors
have considered their obligation in relation to the assessment of
the going concern of the Company and have reviewed the current cash
forecasts and assumptions as well as the main risk factors facing
the Company. The Directors acknowledge the ongoing Coronavirus
pandemic ("Covid-19") and the adverse impact it, and the measures
taken to tackle it, continue to have on the global economy. The
Directors will continue to closely monitor the ongoing impact of
Covid-19 on the Company's operations. The Directors consider that
the Company has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, the going
concern basis has been adopted in the preparation of the financial
statements.
4 Significant accounting policies
The accounting policies adopted are consistent with those
followed in the preparation of the annual financial statements of
Adams Plc for the year ended 31 March 2021 which received an
unqualified audit opinion. A copy of these financial statements is
available on the Company website at www.adamsplc.co.uk.
5 Segment reporting
Operating segments for Adams Plc are reported based on the
financial information provided to the Board, which is used to make
strategic decisions. The Directors are of the opinion that under
IFRS 8 'Operating segments' the Company has only one reportable
segment, being Investment Return. The Board assesses the
performance of the operating segment based on financial information
which is measured and presented in a manner consistent with that in
the financial statements.
The principal sources of revenue for the Company in the period
to 30 September 2021 were as follows:
6 months Year ended 6 months
ended 30 31 Mar ended 30
Sep 2021 2021 Sep 2020
GBP'000 GBP'000 GBP'000
Unrealised (loss)/gain on
investments (567) 2,644 736
Realised gains on investments - 590 423
------------------- ------------------- -------------------
Total (loss)/gain on investments (567) 3,234 1,159
=================== =================== ===================
6 Investments
An analysis of movements in the value of the Company's
investments is as follows:
Quoted Unquoted Derivative
Equity Equity Trading Unquoted
Shares Shares Asset Loan Notes Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fair value at 31 March
2020 1,049 5 - 124 1,178
Additions at cost 445 - - 6 451
Disposals (178) - - - (178)
Unrealised revaluation
gains 736 - - - 736
Fair value at 30 September
2020 2,052 5 - 130 2,187
Additions at cost 883 566 - - 1,449
Disposals (304) (5) - (130) (439)
Unrealised revaluation
losses 1,351 - 557 - 1,908
-------- --------- ----------- ------------ --------
Fair value at 31 March
2021 3,982 566 557 - 5,105
Additions at cost* 2,624 1,196 - - 3,820
Disposals* (872) - - - (872)
Unrealised revaluation
gains (198) 18 (387) - (567)
-------- --------- ----------- ------------ --------
Fair value at 30 September
2021 5,536 1,780 170 - 7,486
======== ========= =========== ============ ========
* The additions at cost comprise cash outflows of GBP2,948,000
on investment additions, including for shares purchased in Telit
Communications Plc ("Telit") in July 2021, together with a non-cash
addition of GBP872,000 in relation to the investment, by way of
rollover of Adams' listed shareholding in Telit, into the unlisted
holding company, Notano Midco Limited, of Trieste Acquisitions
Holdings Limited, under a recommended share offer alternative
completed in August 2021. The corresponding GBP872,000 disposal of
the listed Telit investment also represents a non-cash disposal
transaction.
7 Trade and other receivables
As at As at As at
30 Sep 2021 31 Mar 2021 30 Sep 2020
GBP'000 GBP'000 GBP'000
Prepayments 3 22 3
------------------- ------------------- -------------------
3 22 3
=================== =================== ===================
The carrying amount of prepayments is approximate to their fair
value.
8 Trade and other payables
As at As at As at
30 Sep 2021 31 Mar 2021 30 Sep 2020
GBP'000 GBP'000 GBP'000
Trade payables 8 8 1
Accruals and other creditors 8 15 7
16 23 8
============= =================== ===================
The carrying amount of trade and other payables approximates to
their fair value.
9 Share capital
Share capital Share premium
Ordinary shares Number of shares issued and fully paid up GBP'000 GBP000
------------------------------------------ -------------- --------------
At 30 September 2020 82,553,232 826 -
------------------------------------------ -------------- --------------
Issue of shares - - -
At 31 March 2021 82,553,232 826 -
------------------------------------------ -------------- --------------
Issue of shares 63,305,999 633 3,424
At 30 September 2021 145,859,231 1,459 3,424
------------------------------------------ -------------- --------------
On 1 April 2021, the Company placed 8,650,000 new GBP0.01
ordinary shares at a price of 6.5p per share. In addition, on 15
April 2021 a further 54,655,999 GBP0.01 new ordinary shares were
issued by way of an open offer at a price of 6.5p per share.
The authorised Ordinary share capital of the Company at 30
September 2021, 31 March 2021 and 30 September 2021 was 350,000,000
Ordinary Shares with a nominal value of GBP0.01 per share.
10 Earnings/(loss) per share
The basic earnings or loss per share is calculated by dividing
the profit or loss after tax attributable to equity shareholders by
the weighted average number of Ordinary Shares in issue during the
period:
6 months Year 6 months
ended ended ended
30 Sep 2021 31 Mar 2021 30 Sep 2020
(Loss)/profit after tax attributable
to equity holders of the Company
(GBP'000) (648) 3,090 1,091
Weighted average number of Ordinary
Shares 141,379,226 82,553,232 82,553,232
Basic and diluted (loss)/earnings
per share (0.46) 3.74 1.32
There were no potentially dilutive shares in issue as at 30
September 2021, 31 March 2021 or 30 September 2020.
11 Half year interim report
A copy of this half year interim report, as well as the annual
statutory accounts to 31 March 2021, are available on the Company's
website at www.adamsplc.co.uk .
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