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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Group 1 Automotive Inc | NYSE:GPI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
11.58 | 3.56% | 337.29 | 337.80 | 321.55 | 325.55 | 165,711 | 20:54:08 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
(Address of Principal Executive Offices, including zip code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
To the extent the information included or incorporated into Item 8.01 below with respect to the results of operations or financial condition of Group 1 Automotive, Inc. (the “Company”) relates to or is presented as of or for a completed fiscal period, such information is incorporated into this Item 2.02 by reference herein.
Item 8.01 | Other Events |
On July 25, 2024, the Company issued a press release announcing that it intends to offer for sale in a private offering $500.0 million in aggregate principal amount of senior unsecured notes due 2030 (the “Notes”). A copy of the press release is included herewith as Exhibit 99.1 and is incorporated herein by reference.
In connection with the offering of the Notes, the Company will provide certain financial and other information with respect to the Company to prospective investors in the offering. Excerpts of such information are included as Exhibit 99.2 and incorporated herein by reference.
All statements, except for statements of historical fact, made in this Current Report on Form 8-K regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as statements regarding the proposed offering and the intended use of proceeds, and estimated results of future operations are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, the Company expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.
The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties incident to the Company’s business, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to, the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequently filed Quarterly Reports on Form 10-Q.
Item 9.01 | Financial Statements and Exhibits |
Exhibit |
Description | |
99.1 | Press Release of Group 1 Automotive, Inc. dated as of July 25, 2024. | |
99.2 | Offering Memorandum Excerpts. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Group 1 Automotive, Inc. | ||||||
Date: July 25, 2024 | By: | /s/ Gillian A. Hobson | ||||
Name: | Gillian A. Hobson | |||||
Title: | Senior Vice President |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Group 1 Automotive Announces $500.0 Million Offering of Senior Notes
HOUSTON, TX, July 25, 2024Group 1 Automotive, Inc. (NYSE: GPI) (Group 1 or the Company), a Fortune 250 automotive retailer, today announced that, subject to market conditions, it intends to offer for sale $500.0 million in aggregate principal amount of senior unsecured notes due 2030 (the Notes). The Company expects to use the net proceeds of the offering to repay borrowings under its revolving credit facility and for general corporate purposes.
The Notes to be offered have not been, and will not be, registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws, and thus, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
ABOUT GROUP 1 AUTOMOTIVE, INC.
Group 1 owns and operates 206 automotive dealerships, 270 franchises, and 42 collision centers in the United States and the United Kingdom that offer 35 brands of automobiles. Through its dealerships and omni-channel platform, the Company sells new and used cars and light trucks; arranges related vehicle financing; sells service and insurance contracts; provides automotive maintenance and repair services; and sells vehicle parts.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements related to future, not past, events and are based on our current expectations and assumptions regarding our business, the economy and other future conditions. In this context, the forward-looking statements include statements regarding the proposed offering and the intended use of proceeds. These forward-looking statements often contain words such as expects, anticipates, intends, plans, believes, seeks, should, foresee, may or will and similar expressions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause actual results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions, on a timely basis, if at all and the risks associated therewith, (h) our ability to realize the benefits expected from proposed acquisitions, including any anticipated cost reductions, (i) foreign exchange controls and currency fluctuations, (j) the armed conflicts in Ukraine and the Middle East, (k) the impacts of continued inflation and any potential global recession, (l) our ability to maintain sufficient liquidity to operate, and (m) our ability to successfully integrate recent and future acquisitions. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
SOURCE: Group 1 Automotive, Inc.
Investor contacts:
Terry Bratton
Manager, Investor Relations
Group 1 Automotive, Inc.
ir@group1auto.com
Media contacts:
Pete DeLongchamps
Senior Vice President, Manufacturer Relations, Financial Services and Public Affairs
Group 1 Automotive, Inc.
pdelongchamps@group1auto.com
or
Clint Woods
Pierpont Communications, Inc.
713-627-2223 | cwoods@piercom.com
2
Exhibit 99.2
Offering Memorandum Excerpts
For the purposes of this exhibit:
| Acquisition Line refer to the $1,000 million maximum capacity tranche of the Revolving Credit Facility, which is used for working capital, acquisitions and general corporate purposes; |
| GAAP refer to generally accepted accounting principles in the United States; |
| Inchcape Acquisition refer to the Companys pending acquisition of the U.K. automotive retailing business, consisting of 54 dealerships and related owned real estate in the U.K. from a subsidiary of Inchcape plc; |
| our company, us, we and our refer to Group 1 Automotive, Inc. and its consolidated subsidiaries; |
| Revolving Credit Facility refer to the Twelfth Amended and Restated Revolving Credit Agreement dated as of March 9, 2022, as amended, among Group 1 Automotive, Inc., its subsidiaries listed therein, U.S. Bank National Association, as administrative agent, Comerica Bank, as floorplan agent, JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A. and PNC Bank, National Association, as syndication agents, Truist Bank, as documentation agent, and other lending institutions party thereto, as amended, supplemented or modified from time to time; and |
| the following non-GAAP metrics have the meanings set forth under the heading Non-GAAP Financial Measures: |
| adjusted EBITDA from continuing operations, |
| EBITDA from continuing operations, |
| adjusted free cash flow, |
| adjusted net cash flows provided by operating activities, |
| adjusted net cash flows used in investing activities, |
| adjusted net cash flows (used in) provided by financing activities and |
| total net non-floorplan debt. |
***
We currently expect to fund the Inchcape Acquisition with a combination of borrowings under the Acquisition Line of our Revolving Credit Facility and cash on hand.
***
For the twelve months ended June 30, 2024, our non-guarantor subsidiaries:
| represented 17% of our total revenues; |
| represented 7% of our operating income; and |
| represented 7% of our adjusted EBITDA from continuing operations. |
As of June 30, 2024, our non-guarantor subsidiaries:
| represented 19% of our total assets; and |
| had $767.3 million of total liabilities, including trade payables but excluding intercompany liabilities. |
***
Non-GAAP Financial Measures
EBITDA from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow, adjusted net cash flows provided by operating activities, adjusted net cash flows used in investing activities, adjusted net cash flows (used in) provided by financing activities and total net non-floorplan debt are supplemental non-GAAP financial measures that are used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.
We arrange our new and used vehicle inventory floorplan financing through lenders affiliated with our vehicle manufacturers and our Revolving Credit Facility. However, we believe that all floorplan financing of inventory purchases in the normal course of business should correspond with the related inventory activity and be classified as an operating activity. As a result, we use the non-GAAP measures adjusted net cash provided by/used in operating activities, adjusted net cash provided by/used in investing activities and adjusted net cash provided by/used in financing activities to further evaluate our cash flows. We believe that this classification eliminates excess volatility in our operating cash flows prepared in accordance with GAAP. In addition, floorplan financing associated with dealership acquisitions and dispositions are classified as investing activities on an adjusted basis to eliminate excess volatility in our operating cash flows prepared in accordance with GAAP.
From time to time, our management evaluates and analyzes results and any impact on our company of strategic decisions and actions relating to, among other things, cost reduction, growth, profitability improvement initiatives, and other events outside of our normal, or core, business and operations, by considering alternative financial measures not prepared in accordance with GAAP, such as EBITDA from continuing operations and adjusted EBITDA from continuing operations. In our evaluation of results from time to time, we exclude items that do not arise directly from core operations, including catastrophic events, such as hailstorms, hurricanes, and snow storms, gains and losses on dealership and real estate transactions, severance costs, acquisition costs, legal and other professional fees, asset impairment charges (and accelerated depreciation), and non-cash gains and losses on interest rate swaps. Because these charges and gains materially affect our companys financial condition or results in the specific period in which they are recognized, management also evaluates, and makes resource allocation and performance evaluation decisions based on, the related non-GAAP measures that exclude such items. In addition to using such non-GAAP measures to evaluate results in a specific period, management believes that such measures may provide more complete and consistent comparisons of operational performance on a period-over-period historical basis and a better indication of expected future trends. Our management also uses non-GAAP measures in conjunction with GAAP financial measures to assess our business, including communication with our board of directors, investors, and industry analysts concerning financial performance. We believe investors use these metrics in evaluating longer-term period-over-period performance, and these metrics allow investors to better understand and evaluate the information used by management to assess operating performance. The exclusion of certain costs and expenses in the calculation of adjusted EBITDA from continuing operations should not be construed as an inference that these costs are unusual or infrequent.
EBITDA from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow, adjusted net cash flows provided by operating activities, adjusted net cash flows used in investing activities, adjusted net cash flows (used in) provided by financing activities and total net non-floorplan debt are not measures of financial performance under GAAP, but are instead considered non-GAAP financial performance measures. Non-GAAP measures do not have definitions under GAAP and may be defined differently by, and not be comparable to similarly titled measures used by, other companies. As a result, EBITDA from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow, adjusted net cash flows provided by operating activities, adjusted net cash flows used in investing activities, adjusted net cash flows (used in) provided by financing activities and total net non-floorplan debt are considered and evaluated by management in conjunction with a review of the most directly comparable measures calculated in accordance with GAAP. We caution investors not to place undue reliance on EBITDA from continuing operations, adjusted EBITDA from continuing operations, adjusted free cash flow, adjusted net cash flows provided by operating activities, adjusted net cash flows used in investing activities, adjusted net cash flows (used in) provided by financing activities and total net non-floorplan debt, but also to consider them together with the most directly comparable GAAP measures.
The following table presents a reconciliation of the non-GAAP financial measures of EBITDA from continuing operations and adjusted EBITDA from continuing operations to the GAAP financial measure of net income from continuing operations. Certain amounts set for the below may not compute due to rounding.
Twelve months ended June 30, |
Six months ended June 30, |
Year ended December 31, | ||||||||||||||||||||||
2024 | 2024 | 2023 | 2023 | 2022 | 2021 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Net income from continuing operations |
$ | 558.2 | $ | 285.3 | $ | 329.1 | $ | 602.0 | $ | 754.2 | $ | 625.4 | ||||||||||||
Income tax expense |
184.0 | 91.0 | 105.2 | 198.2 | 231.1 | 175.5 | ||||||||||||||||||
Depreciation and amortization expense |
98.5 | 52.0 | 45.5 | 92.0 | 88.4 | 77.4 | ||||||||||||||||||
Non-Floorplan Interest expense |
116.9 | 62.7 | 45.6 | 99.8 | 77.5 | 55.8 | ||||||||||||||||||
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EBITDA from continuing operations |
957.6 | 491.0 | 525.4 | 992.0 | 1,151.2 | 934.1 | ||||||||||||||||||
Catastrophic events |
12.5 | 9.1 | | 3.4 | | 2.8 | ||||||||||||||||||
Dealership and real estate transactions |
(62.9 | ) | (52.4 | ) | (11.4 | ) | (22.0 | ) | (38.8 | ) | (4.4 | ) | ||||||||||||
Severance costs |
0.6 | 0.6 | | | | | ||||||||||||||||||
Acquisition costs |
5.1 | 4.5 | 0.3 | 0.9 | 2.2 | 13.4 | ||||||||||||||||||
Legal items and other professional fees |
9.4 | 3.3 | | 6.1 | 0.8 | (5.3 | ) | |||||||||||||||||
Asset impairments and accelerated depreciation |
34.7 | 4.2 | 3.5 | 34.0 | 2.1 | 1.7 | ||||||||||||||||||
Non-cash (gain) loss on interest rate swaps |
| | (4.0 | ) | (4.0 | ) | | 4.8 | ||||||||||||||||
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Adjusted EBITDA from continuing operations |
$ | 957.0 | $ | 460.2 | $ | 513.6 | $ | 1,010.5 | $ | 1,117.5 | $ | 947.1 | ||||||||||||
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The following table presents a reconciliation of the non-GAAP financial measure of adjusted free cash flow to the GAAP financial measure of Net cash provided by operating activities.
Twelve months ended June 30, |
Six months ended June 30, |
Year ended December 31, |
||||||||||||||||||||||
2024 | 2024 | 2023 | 2023 | 2022 | 2021 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Net cash provided by operating activities: |
$ | 81.0 | $ | 129.8 | $ | 239.0 | $ | 190.2 | $ | 585.9 | $ | 1,259.6 | ||||||||||||
Change in Floorplan notes payablecredit facility and other, excluding floorplan offset and net acquisitions and dispositions |
556.9 | 195.7 | 143.4 | 504.6 | 319.7 | (491.5 | ) | |||||||||||||||||
Change in Floorplan notes payablemanufacturer affiliates associated with net acquisitions and dispositions and floorplan offset activity |
(2.9 | ) | (23.8 | ) | 4.3 | 25.2 | 10.1 | (12.7 | ) | |||||||||||||||
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Twelve months ended June 30, |
Six months ended June 30, |
Year ended December 31, |
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2024 | 2024 | 2023 | 2023 | 2022 | 2021 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
Adjusted net cash provided by operating activities |
$ | 635.0 | $ | 301.7 | $ | 386.7 | $ | 720.0 | $ | 915.7 | $ | 755.5 | ||||||||||||
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Capital expenditures |
(143.0 | ) | (79.0 | ) | (75.0 | ) | (139.0 | ) | (113.0 | ) | (100.0 | ) | ||||||||||||
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Adjusted Free Cash Flow |
$ | 492.0 | $ | 223.0 | $ | 311.0 | $ | 581.0 | $ | 803.0 | $ | 656.0 | ||||||||||||
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The following table reconciles cash flows on a GAAP basis to the corresponding adjusted amounts.
Twelve months ended June 30, |
Six months ended June 30, |
Year ended December 31, |
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2024 | 2024 | 2023 | 2023 | 2022 | 2021 | |||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net cash provided by operating activities: |
$ | 81.0 | $ | 129.8 | $ | 239.0 | $ | 190.2 | $ | 585.9 | $ | 1,259.6 | ||||||||||||
Change in Floorplan notes payablecredit facility and other, excluding floorplan offset and net acquisitions and dispositions |
556.9 | 195.7 | 143.4 | 504.6 | 319.7 | (491.5 | ) | |||||||||||||||||
Change in Floorplan notes payablemanufacturer affiliates associated with net acquisitions and dispositions and floorplan offset activity |
(2.9 | ) | (23.8 | ) | 4.3 | 25.2 | 10.1 | (12.7 | ) | |||||||||||||||
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Adjusted net cash provided by operating activities |
$ | 635.0 | $ | 301.7 | $ | 386.7 | $ | 720.0 | $ | 915.7 | $ | 755.5 | ||||||||||||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Net cash used in investing activities: |
$ | (666.0 | ) | $ | (669.0 | ) | $ | (369.1 | ) | $ | (366.1 | ) | $ | (484.6 | ) | $ | (1,251.7 | ) | ||||||
Change in cash paid for acquisitions, associated with Floorplan notes payable |
51.7 | 50.3 | 64.9 | 66.3 | 25.3 | 137.9 | ||||||||||||||||||
Change in proceeds from disposition of franchises, property and equipment, associated with Floorplan notes payable |
(53.4 | ) | (25.3 | ) | (20.7 | ) | (48.8 | ) | (3.9 | ) | (7.0 | ) | ||||||||||||
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Adjusted net cash used in investing activities |
$ | (667.7 | ) | $ | (644.0 | ) | $ | (324.9 | ) | $ | (348.6 | ) | $ | (463.2 | ) | $ | (1,120.8 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Net cash provided by (used in) financing activities: |
$ | 628.6 | $ | 546.4 | $ | 103.0 | $ | 185.2 | $ | (67.3 | ) | $ | (74.0 | ) | ||||||||||
Change in Floorplan notes payable, excluding floorplan offset |
(552.4 | ) | (197.0 | ) | (191.9 | ) | (547.3 | ) | (351.2 | ) | 373.2 | |||||||||||||
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Adjusted net cash (used in) provided by financing activities |
$ | 76.2 | $ | 349.4 | $ | (88.9 | ) | $ | (362.1 | ) | $ | (418.6 | ) | $ | 299.2 | |||||||||
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The following table presents a reconciliation of the non-GAAP financial measure of total net non-floorplan debt to the GAAP financial measure of total long-term debt.
June 30, | December 31, | |||||||||||||||
2024 | 2023 | 2022 | 2021 | |||||||||||||
(in millions) | ||||||||||||||||
Long-term debt (including current maturities) |
$ | 2,450.0 | $ | 2,098.8 | $ | 2,082.5 | $ | 2,035.7 | ||||||||
Cash and cash equivalents (including cash held in offset accounts) |
158.5 | 332.4 | 201.4 | 286.8 | ||||||||||||
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Total net non-floorplan debt |
$ | 2,291.4 | $ | 1,766.4 | $ | 1,881.0 | $ | 1,748.9 | ||||||||
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Document and Entity Information |
Jul. 25, 2024 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | GROUP 1 AUTOMOTIVE INC |
Amendment Flag | false |
Entity Central Index Key | 0001031203 |
Document Type | 8-K |
Document Period End Date | Jul. 25, 2024 |
Entity Incorporation State Country Code | DE |
Entity File Number | 1-13461 |
Entity Tax Identification Number | 76-0506313 |
Entity Address, Address Line One | 800 Gessner |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77024 |
City Area Code | (713) |
Local Phone Number | 647-5700 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.01 per share |
Trading Symbol | GPI |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
1 Year Group 1 Automotive Chart |
1 Month Group 1 Automotive Chart |
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