TIDMAURR
RNS Number : 5966T
Aurrigo International PLC
15 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
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WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF
MAR AS INCORPORATED INTO UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN
OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION
OF INSIDE INFORMATION.
15 November 2023
Aurrigo International plc
("Aurrigo" or the "Company")
Confirmation of successful Placing to raise GBP3.84 million
Aurrigo International plc (AIM: AURR), a leading international
provider of transport technology solutions, is pleased to announce
that further to the Company's announcement earlier today, the
Company has successfully completed its Placing to raise GBP3.84
million through the placing of an aggregate of 3,840,000 new
ordinary shares of GBP0.002 each in the Company (the "Placing
Shares") with certain existing and new institutional and other
investors at a price of 100 pence per Placing Share (the "Issue
Price").
The Issue Price represents a discount of approximately 32% per
cent. to the middle market closing price of an ordinary share of
GBP0.002 each in the Company ("Ordinary Shares") on 14 November
2023. The Placing Shares, in aggregate, represent approximately
9.22% per cent. of the issued share capital of the Company prior to
the Placing.
The Board are grateful for the support it has received from both
existing and new shareholders to provide the Company with the
ability to deliver its objectives in 2024.
Singer Capital Markets Advisory LLP is acting as nominated
adviser and Singer Capital Markets Securities Limited is sole
bookrunner in respect of the Placing.
Related Party Transaction
Certain Directors (the "Participating Directors") and Unicorn
AIM VCT and Amati Global Investors Limited, as "substantial
shareholders" (as defined in the AIM Rules for Companies) in the
Company have participated in the Placing and such participation
constituted related party transactions under Rule 13 of the AIM
Rules.
The Independent Directors (being those who are not Participating
Directors, being David Keene, Graham Keene and Joe Elliott)
consider, having consulted with the Company's nominated adviser,
Singer Capital Markets Advisory LLP, that the terms of the
participation in the Placing by the Participating Directors and by
each of Unicorn AIM VCT and Amati Global Investors Limited. are
fair and reasonable insofar as the Shareholders are concerned.
The details of the Participating Directors' participation in the
Placing are as follows:
Director Number of Ordinary Number of Resulting number Resulting
Shares held Capital Raising of Ordinary Shares holding as
as at the date Shares subscribed held immediately a percentage
of this Announcement for following Admission of the Enlarged
Share Capital
Penny Coates 312,500 47,500 360,000 0.79%
Andrew Cornish 210,000 20,000 230,000 0.51%
Lewis Girdwood 104,167 115,833 220,000 0.48%
Ian Grubb 5,000 12,000 17,000 0.04%
First Admission and Total Voting Rights
An application has been made to London Stock Exchange plc for
the Placing Shares to be admitted to trading on AIM ("First
Admission"). It is expected that First Admission will become
effective and dealings in the First Placing Shares will commence at
8.00 a.m. on 20 November 2023. The issue and allotment of the First
Placing Shares is conditional upon, among other things, Admission
becoming effective and the placing agreement entered into between
the Company and Singer ("Placing Agreement") not being terminated
in accordance with its terms.
Following First Admission, the Company's enlarged issued
ordinary share capital will be 45,506,667. This figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
A further announcement will be made in relation to total voting
rights in the Company's share capital following the completion of
the Retail Offer.
Unless otherwise defined, the definitions in the announcement
released earlier today apply herein.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section below.
For further enquiries:
Aurrigo International plc aurrigo@instinctif.com
David Keene, Chief Executive Officer
Graham Keene, Director of Corporate Development
Ian Grubb, Chief Financial Officer
Singer Capital Markets (Nominated Adviser
and Sole Broker)
Phil Davies, Rick Thompson, Angus Campbell,
Jalini Kalaravy +44 (0)20 7496 3000
Instinctif Partners (Financial Communications) +44 (0)20 7457 2020
Rozi Morris, Isadora Pegler aurrigo@instinctif.com
About Aurrigo
Aurrigo is a leading international provider of transport
technology solutions. Headquartered in Coventry, UK, it designs,
engineers, manufactures and supplies autonomous vehicles and OEM
products to the automotive and transport industries, particularly
focusing on aviation. It is highly regarded as a specialist in
autonomous and semi-autonomous technology solutions for the
aviation, ground handling and cargo industries. Aurrigo has
developed six types of autonomous vehicle to date, which can be
utilised to reduce costs, resolve operational issues and tackle
labour shortages, whilst also improving sustainability. Aurrigo has
three divisions, Automotive Technology, Autonomous Technology and
Aviation Technology.
IMPORTANT NOTICES
Neither this announcement ("Announcement"), nor any copy of it,
may be taken or transmitted, published or distributed, directly or
indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or to any persons in any of those jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction (each, a "Restricted
Jurisdiction"). This Announcement is for information purposes only
and neither it, nor the information contained in it, shall
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for any shares in the capital of
the Company in the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such
jurisdictions.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority or under any
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, resold, pledged, transferred
or delivered, directly or indirectly, in or into the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States.
No action has been taken by the Company, Singer Capital Markets,
or any of their respective directors, officers, partners, agents,
employees, affiliates, advisors, consultants or, in the case of
Singer Capital Markets, persons connected with them as defined in
the Financial Services and Markets Act 2000, as amended ("FSMA")
(together, "Affiliates") that would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any
other publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any restrictions contained in this Announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has not been approved by the Financial Conduct
Authority or the London Stock Exchange.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA") and
is a member of the London Stock Exchange, is acting as the
Company's Bookrunner and as Broker. Singer Capital Markets is not
acting for any other person in connection with the matters referred
to in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of Singer Capital Markets or for giving advice in relation to the
matters referred to in this Announcement. Singer Capital Markets
has not authorised the contents of this Announcement and, without
limiting the statutory rights of any person to whom this
Announcement is issued, no representation or warranty, express or
implied, is made by Singer Capital Markets as to any of the
contents or the completeness of this Announcement and Singer
Capital Markets does not accept responsibility for this
Announcement and accordingly disclaims all and any liability,
whether arising in tort, contract or otherwise, which it might
otherwise be found to have in respect of this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as the Company's Nominated Adviser for the purposesof the
AIM Rules for Companies. SCM Advisory is not acting for any other
person in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of SCM
Advisory or for giving advice in relation to the matters referred
to in this Announcement. SCM Advisory has not authorised the
contents of this Announcement and, without limiting the statutory
rights of any person to whom this Announcement is issued, no
representation or warranty, express or implied, is made by SCM
Advisory as to any of the contents or the completeness of this
Announcement and SCM Advisory does not accept responsibility for
this Announcement and accordingly disclaims all and any liability,
whether arising in tort, contract or otherwise, which it might
otherwise be found to have in respect of this Announcement. SCM
Advisory's responsibilities as the Company's nominated adviser
under the aIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any
director or to any other person.
Certain statements in this Announcement are forward-looking
statements, which include all statements other than statements of
historical fact and which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "may",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by the
FCA, the London Stock Exchange or applicable law, the Company,
Singer Capital Markets and their respective Affiliates undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
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END
IOENKPBBPBDDCDD
(END) Dow Jones Newswires
November 15, 2023 10:31 ET (15:31 GMT)
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