REG - Aurrigo Int PLC - Result of Placing

Aurrigo InternationalAnnouncement

15/11/2023 15:45

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RNS Number : 5966T  Aurrigo International PLC  15 November 2023

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DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICES AT THE END
OF THIS ANNOUNCEMENT.

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UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK
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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                                     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)    +44 (0)20 7496 3000

 Phil Davies, Rick Thompson, Angus Campbell, Jalini Kalaravy

 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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