REG - Aurrigo Int PLC - Result of oversubscribed Placing

Aurrigo InternationalAnnouncement

28/08/2025 07:00

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RNS Number : 9530W  Aurrigo International PLC  28 August 2025

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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.

 

28 August 2025

 

Aurrigo International plc

 

("Aurrigo" or the "Company")

 

Result of oversubscribed Placing

 

Aurrigo International plc (AIM: AURR), a leading international provider of
transport technology solutions, is pleased to announce that, further to the
Company's announcement on 27 August 2025

("Placing Launch Announcement"), the Company has conditionally raised gross
proceeds of approximately £4.0 million through the placing of 8,990,968 new
ordinary shares of £0.002 each in the Company (the "Placing Shares") with
certain existing and new institutional and other investors at the Issue Price
of 45 pence per new Ordinary Share.

Combined with the £9.75 million of gross proceeds raised pursuant to the
Subscription, aggregate gross proceeds of the Fundraise is currently £13.8
million. This figure does not yet include any proceeds from the WRAP Retail
Offer of up to £0.5 million, which remains open for applications.

The Placing was oversubscribed and the Company, having taken into account the
strong support received from existing and new investors, decided to increase
the size of the Placing. The result of the Retail Offer, which launched on 27
August 2025, is expected to be announced separately on 29 August 2025.

Defined terms used in the Placing Launch Announcement shall have the same
meaning when used in this announcement.

David Keene, CEO of Aurrigo International, commented: "We are delighted to
welcome Next Gen as a new strategic investor in Aurrigo and grateful for the
support of both our existing and new investors. The funds raised will provide
additional firepower to expand our operations and team, as we focus on the
successful launch and go-to-market of our leading solutions."

First Admission and Total Voting Rights

Application has been made for 2,528,746 First Tranche Placing Shares to be
admitted to trading on the AIM market of London Stock Exchange plc ("AIM")
("First Admission"). Settlement of the First Tranche Placing Shares and First
Admission are expected to take place on or before 8.00 a.m. on 3 September
2025.

First Admission is conditional, inter alia, upon the Placing Agreement not
having been terminated and becoming unconditional in respect of the First
Tranche Placing Shares.

Following First Admission, the Company's enlarged issued ordinary share
capital will be 60,529,016. This figure may be used by shareholders as the
denominator for the calculations by which they determine whether 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.

Second Admission

Application has been made for 8,973,655 Second Tranche Placing Shares and
the First Tranche Subscription Shares to be admitted to trading on AIM
("Second Admission"). Settlement of the Second Tranche Placing Shares and the
First Tranche Subscription Shares and Second Admission are expected to take
place on or before 8.00 a.m. on 4 September 2025.

Second Admission is conditional, inter alia, upon First Admission, the
Subscription Letter not having been terminated and the Placing Agreement not
having been terminated and becoming unconditional in respect of the Second
Tranche Placing Shares.

Following Second Admission, the Company's enlarged issued ordinary share
capital will be 69,502,671. This figure may be used by shareholders as the
denominator for the calculations by which they determine whether 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.

Third Admission

Application will be made for 19,155,233 Third Tranche Placing Shares and
the Second Tranche Subscription Shares, in addition to the WRAP Retail Offer
Shares, to be admitted to trading on AIM ("Third Admission"). Settlement of
the Third Tranche Placing Shares, the Second Tranche Subscription Shares and
the WRAP Retail Offer Shares and Third Admission are expected to take place on
or before 8.00 a.m. on 22 September 2025.

Third Admission is conditional upon, inter alia, First Admission, Second
Admission, the Subscription Letter not having been terminated, the Placing
Agreement not having been terminated and becoming unconditional in respect of
the Third Tranche Placing Shares and also upon the passing of the Fundraise
Resolutions by Shareholders at the General Meeting.

A further announcement will be made following the General Meeting, which will
include the total voting rights in the Company's share capital following
admission of the Third Tranche Placing Shares, Second Tranche Subscription
Shares and WRAP Retail Offer Shares.

 

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                                                +44 (0)2476 635818

 David Keene, Chief Executive Officer

 Ian Grubb, Chief Financial Officer
 Canaccord Genuity (Nominated Adviser, Sole Broker and Joint Bookrunner)  +44 (0)20 7523 8000

 Adam James

 Harry Pardoe

 George Grainger

 Sam Lucas (ECM)

 Darren Furby (ECM)

 VSA Capital Limited (Corporate Finance Adviser and Joint Bookrunner)     +44 (0)20 3005 5000

 Andrew Raca

 Andrew Monk

 Alma Strategic Communications                                            +44(0)20 3405 0205

 Hilary Buchanan

 Caroline Forde

 Louisa El-Ahwal

 Cucumber PR                                                              +44 (0)78 1260 0271

 Russ Cockburn

 

 

Important Notices

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT ("ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES AND ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES
OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129, AS AMENDED (THE "PROSPECTUS REGULATION"); OR (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION
(EU) 2017/1129, AS AMENDED, AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA") (THE "UK PROSPECTUS
REGULATION") WHO ARE ALSO: (A) PERSONS WHO FALL WITHIN ARTICLE 19(5)
(INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B) PERSONS WHO
FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"), IN EACH CASE WHO HAVE BEEN INVITED TO PARTICIPATE IN THE
PLACING BY CANACCORD GENUITY AND/OR VSA.

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN AURRIGO INTERNATIONAL PLC.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS"
WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.

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, CANADA, AUSTRALIA, NEW
ZEALAND, 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.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT
IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE
SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.

The distribution of this Announcement and/or the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, the Banks or any of their respective
affiliates, agents, directors, officers or employees that would permit an
offer of the Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required.  Persons into
whose possession this Announcement comes are required by the Company and the
Banks to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or the "US")),
Canada, Australia, New Zealand, the Republic of South Africa, the Republic of
Ireland, Singapore, Hong Kong or Japan or any other jurisdiction in which the
same would be unlawful.  No public offering of the Placing Shares is being
made in any such jurisdiction.

All offers of the Placing Shares in the EEA and the United Kingdom will be
made pursuant to an exemption under the Prospectus Regulation and the UK
Prospectus Regulation (respectively) from the requirement to produce a
prospectus.  In the United Kingdom, this Announcement is being directed
solely at persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) ("FSMA") does not require the
approval of the Announcement by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this Announcement.  Any representation to the contrary is a criminal
offence in the United States.  The relevant clearances have not been, nor
will they be, obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; the relevant clearances have not been, and will not be, obtained from
the South Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia, New
Zealand, the Republic of South Africa, the Republic of Ireland, Singapore,
Hong Kong or Japan.  Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada, Australia, New
Zealand, the Republic of South Africa, the Republic of Ireland, Singapore,
Hong Kong or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the FCA, is acting solely for the Company
and no-one else in connection with the Placing and the transactions and
arrangements described in this Announcement (but not the Subscription, Retail
Offer or any arrangements related thereto) and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the Placing or the transactions and arrangements described in this
Announcement. VSA Capital Limited ("VSA"), which is authorised and regulated
in the United Kingdom by the FCA, is acting solely for the Company and no-one
else in connection with the Placing and the transactions and arrangements
described in this Announcement (but not the Subscription, Retail Offer or any
arrangements related thereto) and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Placing
or the transactions and arrangements described in this Announcement. Canaccord
Genuity and VSA are not responsible to anyone other than the Company for
providing the protections afforded to clients of that Bank or for providing
advice in connection with the contents of this Announcement, the Placing or
the transactions and arrangements described in this Announcement. Canaccord
Genuity'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.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Banks or by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly
disclaimed.

No statement in this Announcement is intended to be a profit forecast or
estimate, 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.

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than on AIM.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

This Announcement includes statements, estimates, opinions and projections
with respect to anticipated future performance of the Company
("forward-looking statements") which reflect various assumptions concerning
anticipated results taken from the Company's current business plan or from
public sources which may or may not prove to be correct. These forward looking
statements can be identified by the use of forward looking terminology,
including the terms "anticipates", "target", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable terminology or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Such forward-looking statements reflect current expectations based
on the current business plan and various other assumptions and involve
significant risks and uncertainties and should not be read as guarantees of
future performance or results and will not necessarily be accurate indications
of whether or not such results will be achieved. As a result, prospective
investors should not rely on such forward-looking statements due to the
inherent uncertainty therein. No representation or warranty is given as to the
completeness or accuracy of the forward-looking statements contained in this
Announcement. 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 undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i) compatible with
an end target market of (a) retail clients, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the
EUWA, (b) investors who meet the criteria of professional clients as defined
in Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the
EUWA and (c) eligible counterparties, each as defined in chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The UK
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Banks will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance of doubt,
the UK Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Placing
Shares. Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail clients
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The EU Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the EU Target Market Assessment, The Banks will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

Basis on which information is presented

In this Announcement, references to "£", "pence" and "p" are to the lawful
currency of the United Kingdom. All times referred to in this Announcement
are, unless otherwise stated, references to London time.

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