Result of Placing
Aurrigo raises £5.25m through placing of 11.9m shares at 44p, representing 26% of prior capital.
- Gross proceeds £5.25 million
- Number of placing shares 11,931,818
- Issue price per share 44 pence
- Placing shares as % of prior issued capital 26.0%
- Enlarged issued share capital post-First Admission 53,804,678
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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 11 December 2024 ("Placing Launch Announcement"), the Company has conditionally raised gross proceeds of £5.25 million through the placing of 11,931,818 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 44 pence per new Ordinary Share.
The Placing Shares, in aggregate, represent approximately 26.0 per cent. of the issued share capital of the Company prior to the Placing.
The Company is pleased by the support it has received from both existing and new shareholders. Canaccord Genuity Ltd is acting as nominated adviser and sole bookrunner in respect of the Placing.
The result of the Retail Offer, which was launched on 11 December 2024, is expected to be announced separately on 13 December 2024.
Defined terms used in the Placing Launch Announcement shall have the same meaning when used in this announcement.
First Admission and Total Voting Rights
An application has been made to London Stock Exchange plc for the 7,954,545 First Tranche 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 Tranche Placing Shares will commence at 8.00 a.m. on 17 December 2024. The issue and allotment of the First Tranche Placing Shares is conditional upon, among other things, Admission becoming effective and the placing agreement entered into between the Company and Canaccord Genuity ("Placing Agreement") not being terminated in accordance with its terms.
Following First Admission, the Company's enlarged issued ordinary share capital will be 53,804,678. 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.
Second Admission
Admission of the 3,977,273 Second Tranche Placing Shares and the Retail Offer Shares is conditional, inter alia, upon the passing of certain resolutions by the Company's shareholders at a General Meeting to be held on 6 January 2025, notice of which will be set out in the Circular. The Circular is expected to be dispatched to Shareholders on 16 December 2024 with a form of proxy for 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 Second Tranche Placing Shares and Retail Offer Shares.
Director Participation
Andrew Cornish, Penny Coates, Joseph Elliot and Ian Grubb each of whom are Directors of the Company (the "Participating Directors"), have agreed to participate in the Second Tranche Placing for an aggregate of 127,271 Second Tranche Placings Shares at the Issue Price. On Second Admission, following the issue of the Second Tranche Placing Shares, the interests of the Participating Directors in the Company's enlarged share capital will be as follows:
| Director | Number of Ordinary Shares held as at the date of this Announcement | Number of Second Tranche Placing Shares subscribed for | Resulting number of Ordinary Shares held immediately following Second Admission |
|---|---|---|---|
| Andrew Cornish* | 230,000 | 45,454 | 275,454 |
| Penny Coates | 370,000 | 56,818 | 426,818 |
| Ian Grubb | 18,395 | 22,727 | 41,122 |
| Joseph Elliot | 52,084 | 2,272 | 54,356 |
*Andrew Cornish is investing via CAMSO Consulting Limited, a company owned and controlled by Andrew Cornish and persons with whom he is closely associated.
The information set out at the bottom of this announcement is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
Concert Party Shareholding
At the time of the Company's IPO, the Panel on Takeovers and Mergers (the "Panel") agreed that David Keene, Graham Keene and their close relatives should be regarded as acting in concert for the purposes of the City Code. Samuel Munslow is a close relative of David Keene and holds an interest in the Ordinary Shares of the Company. Accordingly, David Keene, Graham Keene and Samuel Munslow are considered to form a concert party as defined by the City Code (the "Concert Party").
The resulting holding of Concert Party members and the Concert Party as a whole, following First Admission, is described below. No members of the Concert Party are subscribing to new Ordinary Shares as part of the Placing or the Retail Offer.
| Name | Number of Ordinary Shares held as at the date of this Announcement | Number of options over Ordinary Shares held at the date of this Announcement | Ordinary Shares held as a percentage of Issued Share Capital following First Admission | Fully Diluted Ordinary Shares held as a percentage of Issued Share Capital following First Admission * |
|---|---|---|---|---|
| David Keene | 12,500,000 | 0 | 23.23% | 23.23% |
| Graham Keene | 12,500,000 | 0 | 23.23% | 23.23% |
| Samuel Munslow | 0 | 14,140 | 0.00% | 0.03% |
| Total | 25,000,000 | 14,140 | 46.46% | 46.48% |
*Assuming all options over Ordinary Shares held by the relevant members of the Concert Party are exercised in full but no other options are exercised.
As the Concert Party will have an interest in not less than 30 per cent. and not more than 50 per cent. of the voting rights in the Company following First Admission, should any member of the Concert Party acquire additional interests in Ordinary Shares which increase the per centage of Ordinary Shares carrying voting rights in which the Concert Party is interested, the Panel may regard this as giving rise to an obligation upon that member of the Concert Party to make an offer for the entire issued share capital of the Company at a price no less than the highest price paid by the individual member of the Concert Party or any other member of the Concert Party in the previous 12 months.
UK Product Governance Requirements
EU Product Governance Requirements
Basis on which information is presented
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Andrew Cornish, via CAMSO Consulting Limited, a company owned and controlled by Andrew Cornish and persons with whom he is closely associated | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chairman | |
| b) | Initial notification /Amendment | Initial Notification | |
| a) | Name | Aurrigo International plc | |
| b) | LEI | 213800FPH71B7UWC7104 | |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.2 pence each ISIN: GB00BNG73286 | |
| b) | Nature of the transaction | Acquisition of Ordinary Shares | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 44p | 45,454 | ||
| d) | Aggregated information - Aggregated volume - Price | N/a | |
| e) | Date of the transaction | 12 December 2024 | |
| f) | Place of the transaction | London Stock Exchange | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Penny Coates | |
| 2 | Reason for the notification | ||
| a) | Position/status | Non-Executive Director | |
| b) | Initial notification /Amendment | Initial Notification | |
| a) | Name | Aurrigo International plc | |
| b) | LEI | 213800FPH71B7UWC7104 | |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.2 pence each ISIN: GB00BNG73286 | |
| b) | Nature of the transaction | Acquisition of Ordinary Shares | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 44p | 56,818 | ||
| d) | Aggregated information - Aggregated volume - Price | N/a | |
| e) | Date of the transaction | 12 December 2024 | |
| f) | Place of the transaction | London Stock Exchange | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Ian Grubb | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Financial Officer | |
| b) | Initial notification /Amendment | Initial Notification | |
| a) | Name | Aurrigo International plc | |
| b) | LEI | 213800FPH71B7UWC7104 | |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.2 pence each ISIN: GB00BNG73286 | |
| b) | Nature of the transaction | Acquisition of Ordinary Shares | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 44p | 22,727 | ||
| d) | Aggregated information - Aggregated volume - Price | N/a | |
| e) | Date of the transaction | 12 December 2024 | |
| f) | Place of the transaction | London Stock Exchange | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Joseph Elliot | |
| 2 | Reason for the notification | ||
| a) | Position/status | Non-Executive Director | |
| b) | Initial notification /Amendment | Initial Notification | |
| a) | Name | Aurrigo International plc | |
| b) | LEI | 213800FPH71B7UWC7104 | |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.2 pence each ISIN: GB00BNG73286 | |
| b) | Nature of the transaction | Acquisition of Ordinary Shares | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 44p | 2,272 | ||
| d) | Aggregated information - Aggregated volume - Price | N/a | |
| e) | Date of the transaction | 12 December 2024 | |
| f) | Place of the transaction | London Stock Exchange |
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