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Unaudited Interim Results

RNS Number : 9576B

Fairview International PLC

25 March 2025

 

 

Fairview International PLC

 

("Fairview" or the "Company")

 

Unaudited Interim Results for the six-month period ended 31 December 2024

 

Fairview, the operator of international schools following the International Baccalaureate curriculum, is pleased to provide its unaudited interim results for the six-month period ended 31 December 2024 ("H1 2025") and provide an update on year-to-date trading. Comparative data is provided for the six months ended 31 December 2023 ("H1 2024"), unless otherwise stated.

 

Financial Highlights

·    Revenue increased by 4.8%

·    New student enrolments and applications already show a 4.4% improvement on student numbers

 

Operational Highlights

·    Increased effort in marketing showing early successes

·    Continued financial assistance to students and their families through bursaries and academic awards

·    Fairview has been Malaysia's top-ranked International Baccalaureate (IB) provider for five consecutive years (2020-2024)

·    Fairview is also ranked among the top 3 per cent. of IB schools worldwide, being recognised as a global top 100 IB school for the past five years

 

Outlook

·    Ongoing plans for organic growth by exploiting existing capacity and further expansion by acquisition or new build schools

·    Focus on Asia and the UK

 

Daniel Chian, Chairman of Fairview, said: "I am pleased to present our interim results for the six months ended 31 December 2024, reflecting our first period as a London Main Market listed company.  The Group's half year results are based on the continued hard work of the executive team, to whom considerable thanks is due, the quality of our underlying operational systems and the robustness of our business model. Thanks are also due to my fellow Board members and to our business partners.

 

"We believe that our team has the skills and experience to adapt to the challenges presented by global economic conditions and to continue to build the business by capitalising on the opportunities that are expected to arise through the rest of 2025 and beyond."

 

For further information, please contact:

 

Fairview International PLC
Daniel Chian, Chairmanvia focusIR
Website:www.fairviewplc.uk
focusIR
Kat PerezTel: +44 (0) 7881 622 830
kat.perez@focusIR.com
Optiva Securities Limited
Vishal BalasinghamTel: +44 (0) 20 3137 1903
  About Fairview International PLC   Fairview owns and operates two private independent schools in Malaysia that offer the International Baccalaureate programme. One of these schools is located in Kuala Lumpur, the capital of Malaysia, and the other is located in the southern state of Johor close to the border with Singapore.  These schools trade under the Fairview brand which was founded in 1978, and were subsequently acquired by Agodeus Sdn Bhd, a company owned by the Chian family, in 2012.    There are three other schools in Malaysia and one in the United Kingdom that also trade under the Fairview brand, which are under common control but outside of the Company's group.  All schools in the Fairview network are individually recognised by the International Baccalaureate Organisation as fully accredited to offer the IB programme across the primary and middle years; ages 5 to 16, with Fairview Kuala Lumpur also offering the diploma programme for 16 to 19 year olds.  Each of the schools not owned by the Company use the Fairview brand under licence from the Company accessing the resources of the Fairview Network.   The school in Kuala Lumpur is the largest and flagship school that uses the Fairview brand, whilst the school in Johor focuses on the expatriate market in Singapore and so is internationally focused.   The Company plans to acquire more schools which can offer international education including the International Baccalaureate programmes both in Asia and the UK.  The Company in particular believes there is an opportunity to acquire underperforming private independent schools in the UK and adapt its product offering to be authorised to offer the International Baccalaureate programme.  With a rise in popularity of the International Baccalaureate programme in both the independent and state sector in the UK, with a growing acceptance of International Baccalaureate graduates by UK universities, the Directors believe that the Company's and Fairview Network schools will appeal particularly to the ASEAN, Mainland China and Hong Kong market; particularly families looking for an educational foundation in the UK prior to studying at a UK university.  
Websitewww.fairviewplc.uk
Social mediahttps://x.com/fairviewplc
https://www.linkedin.com/company/fairview-international-plc/
  Interim results for the six-month period ended 31 December 2024   Chairman's report   I am pleased to present our inaugural interim results since joining the London Stock Exchange last October.   One of our most significant KPIs is student numbers.  The mid-year typically sees a seasonal decline, often due to expatriate job relocation at the calendar year end, and 2024 was no exception.  We entered 2025 with 710 students enrolled across our two schools.  However, this needs to be seen in the context of the 31 enrolments and applications already received for the coming year, representing a further 4.4 per cent. improvement with, we expect, more to come as the new academic year approaches.   As I outlined in our operations and strategic update on 17 January 2025, this early success in forthcoming enrolments and applications is particularly pleasing given the increased resources we have put into marketing our schools since our IPO.  These initiatives are already bearing fruit.   Both of Fairview's schools have the ability to take on greater numbers of students, with overall capacities of 1,500 and 750 in Kuala Lumpur and Johor Bharu respectively.  With the Group therefore only operating at around one third of its maximum capacity, but nevertheless trading profitably, the economies of scale that exist within our business model will be apparent to our shareholders and underpins our plans for organic expansion.   Despite the seasonal impact on student numbers, we were nevertheless able to increase revenues for the period by 4.8 per cent. to GBP2.78 million (2023: £2.66 million) by successfully implementing a 7 per cent. increase in average fees.  We are mindful that Fairview offers very competitive education costs alongside delivering a leading International Baccalaureate curriculum and this competitive pricing model does provide us with opportunities to effect increases in school fees in future financial years in line with cost increases.  Other international schools may not have that flexibility.  It is well publicised in the United Kingdom for example that schools are needing to cut costs to balance the VAT and National Insurance burdens imposed on them.  Eventually cost cuts reach the school's facilities thereby, potentially, impacting what they can deliver to their students.  Fairview, in contrast, is less impacted by such restrictions.   The success of our marketing programme naturally comes with an expense, and the increase in our cost of sales in the period has been largely driven by the additional travelling of our team to events both within and beyond Malaysia as they seek to meet new families.  Our schools are also supporting 28 students on scholarships amounting to approximately £77,000 during the period and a further 23 students who received an academic distinction award. The effect of this added to our financial assistance costs which we reflect in our gross profit calculation.   By their nature, schools have a long-term relationship with their customers - namely families - and it has always been Fairview's policy to support and reward our students.  We are confident that these gestures are repaid both through the ongoing loyalty of our customer base and the reputation this affords us in the communities that we serve.   The combination of these higher costs reduced our gross margin in the period to 50.3 per cent. (2023: 54.2 per cent.) but we anticipate a recovery in future periods as our marketing programme continues to deliver higher student numbers.   It is inevitable that this period's accounts would reflect the IPO and the impact on our bottom line was mainly due to non-recurring administrative expenses amounting to £609,544 in the period to 31 December 2024 relating to the Company's IPO on 11 October 2024.  In addition, one of the other companies in the Fairview Network partially repaid loans in June 2024 as part of the pre-IPO restructuring that we carried out. As a consequence, interest received in the period was around a third of the corresponding period ended 31 December 2023 amounting to £126,000 (2023: £335,000).  This is reflected in the reduction in other operating income. Outside of these one-off transactional costs, the Board continues to manage its budget tightly and the Company benefits from resource sharing within the Fairview network.   We have presented our interim results on the basis of merger accounting with our two subsidiary companies, Fairview Schools Berhad and Fairview International School Nusajaya Sdn Bhd which operated our schools in Kuala Lumpur and Johor Bharu respectively, joining the group on 1 July 2024.   Returning to how I began this review, the Company achieved a significant milestone during the period with its shares being successfully admitted to the London Stock Exchange's Main Market and commencing trading on 11 October 2024. We are one of very few companies from Malaysia to achieve this feat and, likewise, one of very few international school businesses to be quoted on a global stock exchange.  The exposure that this gives us, as well as the validation of the quality of our management, should not be underestimated and we expect in time this distinction will continue to attract families to our schools.   As I explained in our operations and strategic update on 17 January 2025, since completing our IPO, we have continued to assess opportunities to expand our business, examining both acquisitions and new builds applying the criteria of economic growth, demand for quality education and sustainability in their assessments.  As well as South-East Asia, and Asia generally, which holds a number of attractions given the rising demand for international education, the United Kingdom remains a core focus for us, reflecting both the positive attitudes of Asian families to a British education and the growing interest in the IB curriculum.  The recent VAT and National Insurance changes on independent schools is, as expected, producing numerous opportunities as schools experience falling demand and higher costs in the new tax regime.   As I explained above, Fairview's cost-effective model and resource sharing capabilities provides the resilience and growth potential to take advantage of these opportunities.   The corporation tax rate in Malaysia is 24 per cent. with final tax liabilities usually being determined in the financial year following completion of the final tax return and audit.  This can result in the effective tax rate for the period differing from the headline rate.  This is the case in the period under review in which our one-off IPO costs have reduced profits creating an apparently higher tax rate in the profit and loss account.  This is not reflective of future periods.   Cash balances as at 31 December 2024 were £1.05 million (2023: £0.94 million). Currency movements, IPO non -recurring transactional costs and the Group reorganisation that was undertaken ahead of the IPO account for the most significant cash movements during the period, none of which reflect the underlying trading performance.  The Company contributed £100,000 to increase the paid up share capital in the Johor Bahru campus in compliance with the Ministry of Education's requirements for foreign ownership.    The principal risks and uncertainties associated with the business and operations of Fairview are set out in the prospectus of the Company dated 4 October 2024. The Directors believe that these risks and uncertainties remain relevant to the business at the time of finalising these accounts for the six months ended 31 December 2024.  A copy of this prospectus is available on the Company's website at www.fairviewplc.uk.         Fairview International PLC Condensed Consolidated Statement of Comprehensive Income For the six months ended 31 December 2024  
Six months
ended
Six months
ended
12 months ended
31 December 202431 December 202330 June 2024
Notes(Unaudited)£'000(Unaudited) £'000(Unaudited) £'000
Revenue32,7842,6555,011
Cost of sales(1,382)(1,217)(2,616)
Gross profit1,4021,4382,395
Other operating income461716815
Administrative expenses(327)(424)(586)
Operating profit1,5361,7302,624
Finance costs(382)(359)(727)
Profit on ordinary activities before taxation1,1541,3711,897
Non-recurring reorganisation and IPO expenses4(609)--
Profit before taxation5451,3711,897
Income tax expense5(284)(226)(554)
Profit after taxation2611,1451,343
Other comprehensive income--
Total comprehensive income attributable to:-
The shareholders of the Company225--
Non-controlling interest36--
261--
Pro-forma basic and diluted earnings per share attributable to the owners of the Company (pence)
0.08--
Pro-forma basic and diluted earnings per share before Non-recurring IPO costs
attributable to the owners of the Company (pence)
0.28--
Fairview International PLC Condensed Consolidated Statements of Financial Position For the six months ended 31 December 2024  
Notes31 December 202431 December 202330 June 2024
(Unaudited) £'000(Unaudited) £'000(Unaudited) £'000
Non-Current assets
Property, plant and equipment613,74013,54613,248
Right - of use assets71,5321,4881,471
Intangible assets8175236207
Total non-current assets15,44715,27014,926
Asset held for sales7,1336,8556,812
Current assets
Inventories9877758
Trade receivables10262819
Other receivables116,14118,3486,900
Cash and bank balances121,0549391,081
Total current assets7,30819,6458,048
Total Assets29,88841,77029,786
Current liabilities
School fee deposit payables1,3782,1051,919
Other payables131,3512,1241,084
Bank borrowings (secured)143,4082,6153,603
Unearned portion of school fees received9291,141861
Tax liabilities201102153
7,2678,0877,620
Non-Current liabilities
Deferred tax liabilities2,1002,0272,005
Bank borrowings (secured)148,4277,6168,609
Other payables136,8462,8939,032
Total non-current liabilities17,37312,53619,646
Equity
Share capital155,560684680
Share premium172,107--
Capital contribution(31)-96
Exchange reserve160107-
Minority interest(36)--
Merger reserve(16,367)--
Retained earnings13,85520,3561,744
5,24821,1472,520
Total Equity and liabilities29,88841,77029,786
Fairview International PLC Condensed Consolidated Statement of Changes in Equity For the six months ended 31 December 2024  
Share
capital
Share premiumCapital contributionExchange reserveMinority interestMerger reserveRetained earningsTotal equity
£'000£'000£'000£'000
Balance at 1 July 2023677--106--19,06119,844
Profit for the six months ended 31 December 2023------1,1451,145
Dividends paid------(60)(60)
Foreign currency translation7--1--210218
Balance at 31 December 2023684--107--20,35621,147
 
Share
capital
Share premiumCapital contributionExchange reserveMinority interestMerger reserveRetained earningsTotal equity
£'000£'000£'000£'000
Balance at 1 July 20245,5602,107(31)161--13,59421,391
Profit for the six months ended 31 December 2024---(36)-261225
Dividends paid-----(16,367)-(16,367)
Merger deficit
Foreign currency translation---(1)---(1)
Balance at 31 December 20245,5602,107(31)160(36)(16,367)13,8555,248
Fairview International PLC Condensed Consolidated Statement of Cash Flows For the six months ended 31 December 2024  
Six months endedSix Months ended12 months ended
31 December 202431 December 202330 June 2024
(Unaudited)
£'000
(Unaudited) £'000(Unaudited) £'000
Cash flow from operating activities
Profit for the period before taxation5451,3711,897
Adjustment for:
Amortisation of intangible asset8544173
Depreciation of property, plant and equipment106218322
Depreciation of right-of-use assets9816
Loss on disposal of property, plant and equipment-77
Interest expenses-359725
Interest income-(362)(268)
Loss on foreign exchange - unrealised-4566
Operating cash flows before movements in working capital7451,6902,938
(Increase)/Decrease in inventories(28)1736
Increase in trade receivables(17)(245)31
Decrease/(Increase) in other receivables(446)(1,471)9,903
Increase in trade payables-593243
Increase/(decrease) in other payables(1,257)(134)5,563
Foreign currency translation-(20)-
Cash (absorbed in)/generated from operating activities(1,003)43018,714
Tax paid(107)(146)(437)
Net cash (absorbed in)/generated from operating activities(1,110)28418,277
Cash flows (for)/from investing activities
Proceeds from disposal of assets held for sale-105104
Proceed from disposal of property, plant and equipment--31
Purchase of property, plant and equipment(24)(8)(15)
Purchase of intangible assets(20)(20)(39)
Issue of share capital265--
Issue of share premium2,107--
Capital contribution--96
Interest income received-335268
Net cash generated from investing activities2,328412445
Cash flows (for)/from financing activities
Drawdown of borrowings-2,8054,657
Dividend paid-(60)(18,858)
Repayment of bank borrowings(376)(2,942)(3,517)
Foreign exchange reserve127--
Interest paid-(359)(725)
Net cash absorbed in financing activities(249)(556)(18,443)
Net increase in cash & cash equivalents969140279
Cash and equivalent at beginning of period1,083799799
Effect of foreign exchange translation(998)-3
Cash and equivalent at end of period1,0549391,081
      Fairview International PLC Notes to the Unaudited Interim Financial Statements For the six months ended 31 December 2024   1.    Basis of Preparation   The interim consolidated financial statements of Fairview International PLC (the "Company") are unaudited condensed financial statements for the six months ended 31 December 2024. These include unaudited comparatives for the six months ended 31 December 2023, and the unaudited results for the year ended 30 June 2024 which did not require a statutory audit. These interim condensed financial statements have been prepared on the basis of merger accounting  and applying  accounting policies expected to apply for the financial year to 30 June 2025 based on the recognition and measurement principles of United Kingdom adopted International Financial Reporting Standards (IFRS), in accordance with the provisions of the Companies Act 2006, applicable to companies reporting under IFRS.   The financial statements have been prepared under the historical cost convention. The Group's presentation and functional currency is 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' 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 United Kingdom adopted International Financial Reporting Standards (IFRS) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The accounting policies adopted are consistent with those followed in the preparation of the Group's annual financial statements of the Company's subsidiaries for the year ended 31 December 2023.   2.    General information   The condensed consolidated unaudited financial information comprises the financial information of the Fairview International PLC, Fairview Schools Berhad and Fairview International School Nusajaya Sdn Bhd.   The principal activities of these entities in the Group are as follows: -  
Name of companyCountry of incorporationPrincipal activities
Fairview International PLCUnited KingdomThe parent company of a trading group and provision of management services
Fairview Schools BerhadMalaysiaOperation of an English - Medium Private International School following the British education syllabus
Fairview International School Nusajaya Sdn BhdMalaysiaOperation of an English Medium private international school
  There have been no significant changes in these activities during the relevant financial periods.   3.    Segmental reporting   IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (which takes the form of the Board of Directors) as defined in IFRS 8, in order to allocate resources to the segment and to assess its performance.   Based on management information there is one operating segment. Revenues are reviewed based on the services provided.   No customer has accounted for more than 10% of total revenue during the periods presented.   4.    Non recurring reorganisation and IPO expenses        Non recurring administrative expenses amounting to £609,544 in the six months ended 31 December 2024 relates to the Company's IPO which completed on 11 October 2024.   5.    Income Tax expense   The tax charge on profits assessable has been calculated at the rates of tax prevailing, based on existing legislation, interpretation and practices in respect thereof.   6.    Property, plant and equipment  
Fixture, fittings and equipment
31 December 202431 December 202330 June 2024
(Unaudited)
£'000
(Unaudited)
£'000
(unaudited)
£'000
Cost
Opening balance19,02019,36119,361
Additional32815
Disposal-(446)
Foreign currency translation89721491
Carried forward19,94919,58319,021
Accumulated depreciation
Opening balance5,7725,7555,755
Disposal--(416)
Depreciation106218407
Foreign currency translation3316427
Carried forward6,2096,0375,773
Net book value13,74013,54613,248
  7.    Right-of-use assets  
Right-of-use assets
31 December 2024 (Unaudited)
£'000
31 December 2023 (Unaudited)
£'000
30 June 2024 (Unaudited)
£'000
Cost
Opening balance1,6171,6101,610
Additional---
Foreign exchange translation77167
Carried forward1,6941,6261,617
Accumulated depreciation
Opening balance146129130
Depreciation9816
Foreign exchange translation71-
Carried forward162138146
Net book value1,5321,4881,471
    8.    Intangible assets    
Intangible assets
31 December 202431 December 202330 June 2024
(Unaudited)
£'000
(Unaudited)
£'000
(Unaudited)
£'000
Cost
Opening balance676636636
Additional82038
Foreign currency translation3272
Carried forward716663676
Accumulated depreciation
Opening balance469378379
Depreciation854489
Foreign currency translation(13)51
Carried forward541427469
Net book value175236207
  9.    Inventories  
31 December 2024
(Unaudited)
£'000
31 December 2023
(Unaudited)
£'000
30 June 2024 (Unaudited)
£'000
Good for resale, at cost877758
    10. Trade receivables  
31 December 2024
(Unaudited)
31 December 2023
(Unaudited)
30 June 2024 (Unaudited)
£'000£'000£'000
Not past due262819
    11. Other receivables  
31 December 2024
(Unaudited)
31 December 2023
(Unaudited)
30 June 2024
(Unaudited)
Current£'000£'000£'000
Sundry receivable198138174
Deposits130128123
Prepayments14870149
Amount due from holding company-2,490-
Amount due from related parties5,66515,5226,454
6,14118,3486,900
    12. Cash and bank balances  
31 December 2024
(Unaudited)
31 December 2023
(Unaudited)
30 June 2024
(Unaudited)
£'000£'000£'000
Deposits placed with licensed banks979392
Cash at banks balances957846989
1,0549391,081
    13.   Other payables  
31 December 2024
(Unaudited)
31 December 2023
(Unaudited)
30 June 2024
(Unaudited)
Current£'000£'000£'000
School fee deposits-53-
Advance billings-55-
Amount due to holding company-140-
Sundry payables1,3511,8761,084
Total1,3512,1241,084
Non-Current
School fee deposit2,713529488
Amount owing to intercompany4,133-8,544
Sundry payables-2,364-
6,8462,8939,032
    14.   Bank borrowings (secured)  
31 December 2024
(Unaudited)
31 December 2023
(Unaudited)
30 June 2024
(Unaudited)
£'000£'000£'000
Term loan9,1447,9969,232
Revolving credit1,6051,5411,532
Bank overdraft1,0866941,448
11,83510,23112,212
Current
Term loan1,4321,0661,305
Revolving credit890855850
Bank overdraft1,0866941,448
3,4082,6153,603
Non-current
Term loan7,712686682
Revolving credit7156,9307,927
8,4277,6168,609
    15. Called up share capital  
AuthorisedNominal value31 December 2024
(Unaudited)
31 December 2023
(Unaudited)
30 June 2024
(Unaudited)
£'000£'000£'000
Ordinary£0.0015,560684680
    16. Basic and diluted earnings per share   The calculation of earnings per share is based on the following earnings and number of shares.  
31 December 202431 December 202330 June 2024
(Unaudited)(Unaudited)(Unaudited)
£'000£'000£'000
Weighted average number of ordinary shares for the purpose of basic and diluted profit per share294,055,315N/AN/A
Earnings per share
Total comprehensive income attributable to the shareholders of the Company225N/AN/A
Pro-forma basic and diluted earnings per share
attributable to the owners of the Company (pence)
0.08N/AN/A
EPS before non-recurring IPO costs
Total comprehensive income attributable to the shareholders of the Company225N/AN/A
Add: Non-recurring IPO costs609N/AN/A
Total comprehensive income (before Non-recurring IPO costs) attributable to the owners of the Company834N/AN/A
Pro-forma basic and diluted earnings per share before Non-recurring IPO costs attributable to the owners of the Company (pence)0.28N/AN/A
    17. Share premium        
31 December 202431 December 202330 June 2024
(Unaudited)(Unaudited)(Unaudited)
£'000£'000£'000
Opening balance---
Share issued2,385--
Share issue costs278--
Closing balance2,107--
  The share premium represents the amount received by the Company over and above the nominal value of shares issued. This premium is recorded as a part of equity under the 'Share Premium Account.' The share premium arises from the issuance of shares at a price higher than their par or nominal value and is used for purposes such as funding expansion, covering share issue costs, or as required by statutory provisions. As of 31 December 2024, the balance in the share premium account stands at £ 2,107,027.     18. Significant related party transactions   The Company received interest income in the six months to 31 December 2024 on an advance made to related parties amounting to £126,533 (31 December 2023: £334,920).     19. Subsequent events   There were no significant subsequent events following the end of the period under review.     20. Responsibility Statement   The Directors are responsible for preparing the Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).    The Directors confirm that the interim financial statements have been prepared in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim Report includes a fair review of: ·    important events that have occurred during the first six months of the year;  ·    the impact of those events on the financial statements;  ·    a description of the principal risks and uncertainties for the remaining six months of the financial year; and  ·   details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 31 December 2024.     21. Half Year Report   A copy of this interim report is available on the Company's website at www.fairviewplc.uk.     Fairview International PLC Company Information    
DIRECTORS:Ngook For Chian (known as Daniel Chian)
Lim Hun Soon (known as David Lim)
Jeffrey Raymond Beard
Maurice James Malcolm Groat
Robin Stevens
Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
SECRETARY:MSP Secretaries Limited
Eastcastle House
27/28 Eastcastle Street
London W1W 8DH
Company Secretary
REGISTERED OFFICE:Eastcastle House
27-28 Eastcastle Street
London W1W 8DH, United Kingdom
REGISTERED NUMBER:15528502
CONTACT DETAILS:Tel: +44 208 523 2828
Email: info@fairviewplc.uk
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