Result of Placing

Aurrigo International PLC

15 November 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN 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 END 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 £3.84 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 £3.84 million through the placing of an aggregate of 3,840,000 new ordinary shares of £0.002 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 £0.002 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 Shares held as at the date of this Announcement	Number of Capital Raising Shares subscribed for	Resulting number of Ordinary Shares held immediately following Admission	Resulting holding as a percentage 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 David Keene, Chief Executive Officer Graham Keene, Director of Corporate Development Ian Grubb, Chief Financial Officer	[e-mail]
Singer Capital Markets (Nominated Adviser and Sole Broker) Phil Davies, Rick Thompson, Angus Campbell, Jalini Kalaravy	[phone]
Instinctif Partners (Financial Communications) Rozi Morris, Isadora Pegler	[phone] [e-mail]

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.

 

END