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DeZwarteRidder 11 mei 2021 17:12

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quote:
Alias321 schreef op 11 mei 2021 17:06:
De Zwarte Kat.
Er zijn 109miljoen aandelen ongeveer.
Juni 2021 word ne maand voor in de gaten te houden, dan word het echt spannend voor de gedupeerde aandeelhouders,
Dat beloofd

Ik beloof dat er helemaal niks gebeurt in juni dat de moeite waard is.

Alias321 11 mei 2021 17:43

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Trouwens, deze maand word het nog spannend, indien de gevraagde documenten niet aan de deskundigen worden bezorgd.

De Zwarte kat 11 mei 2021 17:57

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quote:
Alias321 schreef op 11 mei 2021 17:06:
De Zwarte Kat.
Er zijn 109miljoen aandelen ongeveer.
Juni 2021 word ne maand voor in de gaten te houden, dan word het echt spannend voor de gedupeerde aandeelhouders,
Dat beloofd

109 miljoen dat is toch niet die 2 procent wat er nog in de markt zit

Alias321 11 mei 2021 20:15

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DZR juli 2022,dan kunnen ze nog enkel in beroep gaan, dat word nog veel interessanter. En dan is de finish in zicht.

DeZwarteRidder 11 mei 2021 20:19

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quote:
Alias321 schreef op 11 mei 2021 20:15:
DZR juli 2022,dan kunnen ze nog enkel in beroep gaan, dat word nog veel interessanter. En dan is de finish in zicht.

Vergeet de finish maar, dit soort procedures kunnen makkelijk 10 jaar duren.

Alias321 11 mei 2021 21:17

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Na de procedure in beroep, valt de beslissing van de rechtbank, en is alles definitief, en dit zal zeker geen 10 jaar meet duren

DeZwarteRidder 11 mei 2021 21:24

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quote:
Alias321 schreef op 11 mei 2021 21:17:
Na de procedure in beroep, valt de beslissing van de rechtbank, en is alles definitief, en dit zal zeker geen 10 jaar meet duren

Je hebt zeker nog nooit gehoord van hoger beroep en cassatie door de Hoge Raad en terugverwijzing naar het Hof, etc, etc.

Robin Hood 12 mei 2021 08:43

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Dag Ridder
Nog nooit van gehoord. Leg het ons eens uit.
grtn

Alias321 12 mei 2021 21:17

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DZR, ipv terugverwijzing naar het Hof, etc, etc...zal het veeleer terugverwijzing zijn naar de aandeelhouders, wat de juiste beslissing zou zijn.

psps 14 mei 2021 08:12

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Wat moeten we met deze resultaten?

JdeFL 14 mei 2021 09:49

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Heb het snel (?) bekeken, als ik het goed heb zit er nog 10M€ in kas, dat is minder dan 10 cent per aandeel. Behoorlijk wat kosten: legale, auditors, 9 man personeel, pensioenkosten, etc....
Jaarverlies van 11M, maar vermoed dat dat eerder consolidatie is, die 2% die ze hebben van het nieuwe Nyrstar.
Blijkbaar hadden ze er bij Nyrstar echt geen zin in, zoiets van voila, hier doe je het maar mee, en voor de rest veel afdekking naar het juridische toe. Veel handtekeningen en verklaringen, enzo...
Effe bij de Tijd binnengekeken, 't is Nyrstar maar - 't heeft nog weinig belang, 't is ook nog eens een vakantiedag, niets teruggevonden daar. Verbaast me slechts minimaal.

DeZwarteRidder 14 mei 2021 10:36

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1.Company facts and activitiesThe Company has its registered office at Zinkstraat 1, Balen, Belgium. The Company has been listed on Euronext Brussels since 29 October 2007. Until 31 July 2019,the Company was the holding company of the Nyrstar Group(consisting of Nyrstar NV and its subsidiaries). In addition,until 31 July 2019 the Company delivered a number of support servicesto the Nyrstar Group, such as, but not limited to,regional purchasing, IT,environment, innovation and development, continuous improvementandlegal support services. Following the completion of the restructuring of the Nyrstar groupat 31 July 2019 (described in more detail in section 2 below), the Company intended to continue trading as an investment company, holding 2% of the equity in NN2 NewCo Limited (“NN2”)for the benefit of the Company’sshareholders. At 9 December 2019 the Extraordinary General Meeting (“EGM”) of the Company was held to deliberate on the continuation of the Company's activities and a proposed capital decrease. The shareholders rejected the continuation of the Company's activities. As such, the 31 December 2020 financial statements of the Company are prepared on a discontinuity basis.As the result of an order of 26 June 2020 of the President of the Antwerp Enterprise Court (Antwerp division), at the request of a group of shareholders, the Company is currently prohibited from holding a general meeting with the dissolution of the Company on the agenda until three months after a final decision on the appointment of a college of experts (see below, under section 8.2) will have obtained res judicata effect.Under article 3:23of the Belgian Code of Companies and Associations, a parent company that controls one or more subsidiaries is required to prepare consolidated financial statements, unless such subsidiaries have, in view of the consolidated assets, financial position or results that are only of a negligible significance. Given as at 31 December 2020NyrstarNV did notcontrol any significant subsidiary, the Company wasnot required to prepare consolidatedfinancialstatementsfor the year ended31 December 2020. In accordance with article 12, §3, final paragraph, of the Royal Decree of 14 November 2007, the Companyhaspreparedthe 31 December 2020 standalone statutory financial statements in accordance with Belgian GAAP.2.Restructuring of the Nyrstar group In October 2018,the former Nyrstar group initiated a review of its capital structure (the "Capital Structure Review") in response to the challenging financial and operating conditions being faced by the Nyrstar group. The Capital Structure Review identified a very substantial additional funding requirement that the Nyrstar group was unable to meet without a material reduction of the Nyrstar group's indebtedness. As a consequence, the Capital Structure Review necessitated negotiations between the Nyrstar group's financial creditors that ultimately resulted in the restructuring of the Nyrstar group, which becameeffective on 31 July 2019(the “Restructuring”). As a result of the Restructuring, Trafigura Group Pte. Ltd., via its indirect 98% ownership
Free English translation for information purposes only2of the new holding company NN2 Newco Limited(“NN2”), becamethe ultimate parent company of the former (direct and indirect) subsidiaries of the Company (the "Operating Group”),with the remaining 2%stake in NN2 (and therebythe Operating Group) beingowned by the Company.The agreements to which the Company is currently a party are discussed in further detail below.2.1. The NNV-Trafigura DeedThe lock-up agreement (“Lock-Up Agreement”) entered into on 14 April 2019 between, among others,the Company and representatives of its key financial creditor groups,envisaged that the Company, Trafigura Pte Ltd (“Trafigura”) and Nyrstar Holdings Limited ("Nyrstar Holdings", a Trafigura special-purpose vehicle incorporated, amongst other things, for the purpose of implementing the Restructuring) would enter into a deed confirming their agreement in respect of (i) certain steps necessary for the implementation of the restructuring as envisaged in the Lock-Up Agreement and (ii) the terms of the ongoing relationship between the Company and the Trafigura group (the "NNV-Trafigura Deed"). The NNV-Trafigura Deed was duly executed on 19 June 2019. Certain key terms of the NNV-Trafigura Deed can be summarised as follows.-Distribution policy: under the NNV-Trafigura Deed, Trafigura and Nyrstar Holdings have assumed obligations which are intended to ensure, as far as possible, that any profits realised by the Operating Groupare distributed to the shareholders of NN2 (including the Company as 2% minority shareholder).

DeZwarteRidder 14 mei 2021 10:36

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To this end, Nyrstar Holdings has agreed to procure that: (i) the board of NN2 will meet at least on anannual basis to assess whether NN2 has any profits lawfully available for distribution (and if so, NN2 will make such distribution in accordance with applicable law); and (ii) NN2 and the other members of the Operating Group will not, under the terms of any financing or other agreement to which they are or shall be party (other than financing or other agreements entered into on arm's length terms with third parties), be subject to any limitations on making dividends or other distributions to their respective shareholders.-Drag / tag rights: under the terms of the NNV-Trafigura Deed, if Nyrstar Holdings or any Trafigura entity or entities which hold(s) the 98% stake in NN2 (being the "Majority Shareholder(s)") proposes at any time a transfer of any right or interest to a third party purchaser (on arms' length terms, for cash or non-cash consideration) that would result in a member of the Trafigura group holding 50% or less of the shares in NN2, then the Majority Shareholder(s) proposing the transfer will havethe right to oblige the Company to transfer (a "drag right"), and the Company will have an equivalent right to participate in such transfer (a "tag right"), its entire 2% equity stake in NN2 on the same terms and for the same consideration per share as for the Majority Shareholder(s).-NN2 change of control: the NNV-Trafigura Deed obliges Trafigura and Nyrstar Holdings to procure that the Trafigura group shall only implement any intragroup reorganisation which would result in at least 75% of the net assets (by value) of the Operating Group no longer being held by NN2 but being held by another member of the Trafigura group (the "Replacement HoldCo"), if (i) it is bona fide and undertaken in good faith, (ii) the financial position of Replacement Holdco is substantially the same as that of NN2 immediately prior to such intragroup reorganisation, (iii) arrangements are put in place such that shareholders of theReplacement Holdco (including the Company) have substantially equivalent rights and obligations with respect to Replacement Holdco as they did with respect to NN2, and (iv) the Company has an equity interest in the Replacement Holdco equivalent to its equity interest in NN2 immediately prior to the intragroup reorganisation, with substantially the same rights and protections. If such conditions are met, then the Company shall take all steps and provide such reasonable assistance as is necessary to effectuate the intragroup reorganisation, and shall cooperate in goodfaith. Any costs reasonably incurred by the Company in doing so (including reasonable advisor fees), shall be borne by Trafigura.2.2.The Put Option DeedPursuant to the NNV-Trafigura Deed, the Company and Trafigura also agreed that Trafigura shall grant to the Company an option to require a Trafigura entity to purchase the Company's entire interest in NN2.The terms of this optionare set out in a separate deed, dated 25 June 2019, between the Company, Trafigura and Nyrstar Holdings (the "Put Option Deed"). Under
Free English translation for information purposes only3the terms of the Put Option Deed, the Company can put all (but not only a part) of its 2% holdingin NN2 to Trafigura at a price equal to EUR 20 million (the "Put Option"). . We refer in this respect to the related party disclosures included in the annual accounts for the financial year ended 31 December 2020 in respect of the mandatory prepayment obligations under the Limited Recourse Loan Facility(as defined below) that will apply to the proceeds of the Put Option. The Put Option can be exercised by the Company until 31 July 2022, subject to limited triggers allowing earlier termination of the Put Option before 31 July 2022.2.3. Release from parent company guarantees in favour of TrafiguraAs stated above, prior to theeffective date of the Restructuringwhich was 31 July 2019 (the “Restructuring Effective Date”), the Company was the ultimate parent company of the Nyrstar group, and had previously issued various parent company guarantees (the “PCGs’) in respect of the obligations of its subsidiaries, including, but not limited to, two parent company guarantees (the "Trafigura PCGs") granted in respect of the primary financial obligations of the Company's indirect subsidiary at that time, Nyrstar Sales & Marketing AG ("NSM"), to Trafigura, namely under the USD 650 million Trade Finance Framework Agreement ("TFFA") and the USD 250 millionBridge Finance Facility Agreement ("BFFA"). The Trafigura PCGs as well as all other security and / or guarantees provided to Trafigura by the Operating Group in respect of the TFFA and BFFA, were released in full on the Restructuring Effective Date.

DeZwarteRidder 14 mei 2021 10:37

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2.5.6.Information, consultation and litigation strategy undertakingsIf any Claim arises as a result ofwhich the Company reasonably anticipates that it may make a utilisation under Facility B, the Company must:-promptly notify NN2 and Trafigura of the Claim;-subject to compliance with applicable law or confidentiality obligations to third parties, make available to NN2 and Trafigura all information in its possession and control as reasonably requested by NN2 or Trafigura in connection with assessing, contesting, disputing, defending, appealing or compromising the Claim, provided that NN2 and Trafigura shallmaintain confidentiality and/or privilege with regard to such information;-keep NN2 and Trafigura informed of the progress / developments in respect of the Claim, and promptly provide any correspondenceor other information received in connection with theClaim;-consult and take into account the views of NN2 and Trafigura as to the applicable legal advisors that will represent the Company, NN1, or the applicable directors or officers. The Companyshall also procure that such legal advisors provide fee estimates as requested by NN2 or Trafigura;-consult with and take into account the views of NN2 and Trafigura in relation to the conduct of the defence / negotiations / settlements in respect of the Claim; and-whilst any amount is outstanding under Facility B in relation to a civil Claim, not make any admission of liability, agreement, settlement or compromise in relation to that Claim without the prior written approval of Trafigura. The Company must also consult with Trafigura prior to taking any action relating to insolvency or bankruptcy proceedings, including under Book XX of the Belgian Code of Economic Law.The Company is also obliged to provide NN2 with certain financial information, including quarterly cashflow forecasts (and any revisions thereto required under the terms of the Limited Recourse Loan Facility), half-yearly financial statements and audited annual financial statements, drawn up on a consolidated basis (to the extent the Company has subsidiaries) and in accordance with the accounting principles agreed under the terms of the Limited Recourse Loan Facility.2.6.Relationship AgreementAt the completion of the Restructuring at31 July 2019, the "Relationship Agreement" between Trafigura Group Pte Ltd and the Company (dated 9 November 2015) was terminated. The Relationship Agreement governed the relationship between the Company (and the broader Nyrstar Group) and Trafigura GroupPte. Ltd. and its affiliated persons between its execution on 9 November 2015 and the completion of the Restructuring on 31 July 2019.Impact of the Restructuring on the 31 December 2020financial statementsAs at 31 December 2020the Company had contingent liabilities amounting to EUR 12.0 million (2019: EUR 235.2 million)provided or irrevocably promised by the Company for debts and commitments of third parties that are yet to be transferred to the Trafigura Group.For more details refer to the parent company guarantees disclosures in note C 6.14and C 6.20.At 31 December 2020, the Company has, in its participating interests, a 2% investment in NN2 at the cost of EUR 15,395,000. At31 December 2019 the Company had, in its participating interest, also a 100% investment in NN1 valued at USD 1.However, NN1 was struck off and dissolved from the Register of Companies in the United Kingdomduring the year ended 31 December 2020.The participating interest in NN2 as at 31 December 2020of EUR 15,395,000is carried at the lower ofcost
Free English translation for information purposes only7and fair value, taking into consideration that the Company has a Put Option(as defined above)that enables it to sell all (but not part only) of its 2% holding in NN2 to Trafigura at a price equal to EUR 20millionin aggregate payable to the Companyresulting in no impairment required at 31 December 2020. We refer in this respect to the related party disclosures included in the annual accounts for the financial year ended 31 December 2020 in respect of the mandatory prepayment obligations under the Limited Recourse Loan Facilitythat will apply to the proceeds of the Put Option. The Put Option can be exercised by the Company until 31 July 2022, subject to limited triggers allowing earlier termination of the Put Option before 31 July 2022

DeZwarteRidder 14 mei 2021 10:38

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Balance sheetThe current assets at 31 December2020consist of:-participation in NN2 with a carrying value of EUR 15,395k. -other receivables for EUR 270kincludeVAT, social security and other refunds outstanding at 31 December 2020and the advance payment to the panel of experts appointed by the president of the Enterprise Court of Antwerp;-cash at bank for EUR;601k and-deferred expenses of EUR 733krelated mainly toprepaid insurance fees and legal refunds for the legal expenses that are covered by the D&O insurance of the Company. The equity as at 31 December 2020amounted to negative EUR690k. The changes in equity for the financial year 2020relate tothe loss of EUR 11,678k.The liabilities as at 31 December 2020mainly relate to:-The loan of EUR 5,527k drawn by the Company at 31 December 2020on the Limited Recourse Loan Facility provided to the Company by NN2. The loan is classified as current asthe Company canexercise its EUR 20 million put option in 2021and from the proceeds of the put option wouldrepay the outstanding amount drawn on theLimited Recourse Loan Facility. Refer to the Related party dislcosures in the 31 December 2020financial statements for further details).-EUR 10,871k provision includes the provision for discontinuation of EUR 10,801k(refer to section “Justification of the application of the valuation rules under the assumption of discontinuity”)-trade payables for EUR 1,222k include outstaindig operating liabilitie sand the legal invoices that are covered by the D&O insurance of the Company; -tax and payroll liabilities for EUR 44k; and-accruals and deferred income ofEUR 25k

DeZwarteRidder 14 mei 2021 10:39

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On 30 October2020, the President of the Antwerp Enterprise Court (Antwerp division) issued an order in which she upheld the plaintiff shareholders' claim. The court order includes, but is not limited to, the following elements:•A panel of three experts is appointed to examine:i.whether the transactions between the former Nyrstar Group and the Trafigura Group on and after 9 November 2015 were concluded in accordance with the "at arm's length" principle and at normal commercial conditions and, if not, to assess the direct and indirect damage suffered by Nyrstar as a result of violations of this principle;ii.whether the conditions for the transfer of all rights under the agreements between Talvivaara Mining Company group and Nyrstar, from Nyrstar to Terrafame, Winttal Oy Ltd. and subsequently to Terrafame Mining, were market-conform and, if not, to assess the direct and indirect damage suffered by Nyrstar as a result of that transfer; andiii.what caused the liquidity crisis, as well as whether it was necessary to conclude the binding term sheet, the TFFA and the Lock-up agreement, as well as to advise whether the terms and conditions of the aforementioned agreements were market-conform and, if not, to assess the damage suffered by Nyrstar by entering into those agreements.•The Company must deposit an advance of EUR 121,000 with the Registry to cover the costs of the panel of experts.The costs and duration of the investigation depend on various factors that are very difficult to foresee. In view of the broad investigative remit, the Company expects the expert investigation to last several years.The Company reviewed the court order together with its legal advisors and decided to lodge an appeal with the Antwerp Court of Appeal. The Company has filed the application for appeal on 15 December 2020. The appeal will be heard on 3 June 2021. On 3 March 2021, the original plaintiff shareholders summoned Trafigura PTE Ltd. and Trafigura Group PTE Ltd. to forcefully intervene in this appeal. In particular, they ask that the judgment the Court of Appeal would deliver be declared enforceable against and applicable to Trafigura PTE Ltd. and Trafigura Group PTE Ltd.This demand of the original plaintiff shareholders will also be heard at the hearing of 3 June 2021, together with the aforementioned appeal.On 4 February 2021, Trafigura PTE Ltd. and Trafigura Group PTE Ltd. filed a third-party application against the aforementioned decision of 30 October 2020. The Company and the original plaintiff shareholders were also involved in these proceedings. In this third-party application, Trafigura PTE Ltd. and Trafigura Group PTE Ltd. request that the President of the Antwerp Enterprise Court (Antwerp division) revoke its decision of 30 October 2020 with immediate effect and terminate the expert investigation, also vis-à-vis the Company and the original plaintiffs. The third-party application was introduced in court on 26 March 2021, and will be dealt with at the hearing of 15 June 2021.On 9 February 2021, Trafigura PTE Ltd. and Trafigura Group PTE Ltd. subsequently submitted a request for suspension of the 30 October 2020 decision to the Attachment Judge ofthe Antwerp Court of First Instance (Antwerp Division). The Company and the original plaintiff shareholders were again involved in this procedure. Trafigura PTE Ltd. and Trafigura Group PTE Ltd. specifically request that the execution of the aforementioned decision be immediately suspended until a final judgment is reached in the third-party application proceedings mentioned earlier. The suspension request was introduced in court on 1 April 2021, and will be dealt with at the hearing of 24 June 2021.

DeZwarteRidder 14 mei 2021 10:40

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Free English translation for information purposes only118.3. Proceedings on the merits against (amongst others) the Company and its directorsOn Friday 29 May 2020, a group of shareholders of the Company summoned, amongst others, the Company and its directors before the Antwerp Enterprise Court (Turnhout division). This writ of summons followed a notice of default received on 17 March 2020 by the directors and certain senior managers of the Company.On Monday 9 November 2020, this group of shareholders issued a corrective writ of summons against (amongst others) the Company and its directors, which amended the writ of summons dated 29 May 2020 on certain points.The plaintiffs in this procedure are making the following claims:i.a minority claim on account of the Company against (amongst others) the current directors ofthe Company for alleged shortcomings in their management and breaches of the Belgian Companies Code and the Company's articles of association. This minority claim is a derivative claim, meaning that the proceeds will be paid to the Company (not the plaintiff shareholders). In particular, the plaintiffs request that the defendants are jointly and severally ordered to pay damages to the Company. The damages are estimated in the (corrective) writ of summons at a minimum of EUR 1.2 billion;ii.a direct liability claim against, among others, the current directors of the Company for errors which (allegedly) caused individual damages to the plaintiffs. On this basis, the plaintiffs claim personal damages provisionally estimated at EUR 1;iii.a claim against the Company to reimburse any costs incurred by the plaintiffs which are not reimbursed by the other defendants. These proceedings were initiated on 18 November 2020; however, they were sent to the docket at the introductory hearing (at the request of plaintiffs) pending the report of the panel of experts appointed by order of 30 October 2020 of the President of the Antwerp Enterprise Court (Antwerp division) (see above, under 8.2). Consequently, no procedural timetable or hearing date has yet been determined.The Company and its Board of Directors formally contest the claims in the writ of summons and note that they will firmly defend themselves against the claims raised within the framework of these proceedings.In addition, the Company learned that the same group of plaintiff shareholders has brought similar liability claims against certain former directors of the Company as well as certain companies of the Trafigura group. Neither the Company nor its current directors are currently party to these proceedings.8.4.Judicial investigationThe Company learned that criminal complaints have been filed by shareholders. The Company shall cooperate with the judicial investigation.

DeZwarteRidder 14 mei 2021 10:49

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As a result and considering the legal proceedings referred to above, the Company expects that the liquidation process will take longer than previously expected. The delayed decision on the proposal for dissolution of the Company and the appointment of a liquidator may negatively impact the Company's liquidity position as the Company continues to incur running costs and costs in respect of the legal proceedings above. If the appointment of the liquidator is further delayed beyond what is currently expected or not approved by the shareholders or if the costs are higher than currently expected and there are no distributions in respect of the Company's holding, the Company may need to secure additional funding. There is a risk that such additional funding may not be available to the Company or may not be available at acceptable conditions.

The company may also consider in such case to exercise the put option of its 2% holding in NN2. We refer in this respect to the related party disclosures included in the annual accounts for the financial year ended 31 December 2020 in respect of the mandatory prepayment obligations under the Limited Recourse Loan Facility that will apply to the proceeds of the Put Option

Robin Hood 14 mei 2021 11:54

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Mooi geplakt Riddertje.
Kun je vertalen voor me?
I don’t speak English.
Dikke zoen.

DeZwarteRidder 14 mei 2021 12:06

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quote:
Robin Hood schreef op 14 mei 2021 11:54:
Mooi geplakt Riddertje.
Kun je vertalen voor me?
I don’t speak English.
Dikke zoen.

In dat geval kun je beter je naam veranderen in Robbie Hoed.

En geen gezoen in corona-tijd....!!!

Vertraagd	7 feb 2025 17:29
Koers	0,075
Verschil	+0,001 (+1,08%)
Hoog	0,075
Laag	0,074
Volume	70.031
Volume gemiddeld	62.009
Volume gisteren	18.502

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