Result of General Meeting
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Further to the announcement on 16 December 2024, Aurrigo International plc (AIM: AURR), a leading international provider of transport technology solutions, is pleased to announce that all resolutions were passed at the Company's General Meeting, held earlier today.
Details of the votes received by the Company are as follows:
| Resolution | For | Against | Withheld | ||
|---|---|---|---|---|---|
| No. of votes | % | No. of votes | % | No. of votes | |
| 1. To authorise the Directors to allot Relevant Securities in connection with Placing and WRAP Retail offer | 33,029,304 | 99.99 | 1,834 | 0.01 | 0 |
| 2. To authorise the Directors to disapply pre-emption rights in connection with Placing and WRAP Retail offer* | 33,029,304 | 99.99 | 1,834 | 0.01 | 0 |
| 3. To authorise the Directors to allot relevant securities | 33,029,304 | 99.99 | 1,834 | 0.01 | 0 |
| 4. To authorise the Directors to disapply pre-emption rights* | 33,029,304 | 99.99 | 1,834 | 0.01 | 0 |
| 5. To authorise the Directors to disapply additional pre-emption rights* | 33,029,304 | 99.99 | 1,834 | 0.01 | 0 |
| *Special resolution | |||||
| Notes: | |||||
| 1. | Proxy appointments which gave discretion to the Chair of the GM have been included in "For" total for the appropriate resolution. | ||||
| 4. | The number of shares in issue on 6 Jan 2025 was 53,804,678 with no shares in treasury. | ||||
| 5. | The full text of the resolutions passed at the GM is available in the Notice of General meeting at the end of the Posting of Circular on the Company's website: Documents - Aurrigo Automated Aviation Technology | ||||
Admission
Admission to AIM of the 4,131,857 new Ordinary Shares, of which 3,977,273 Ordinary Shares are being issued pursuant to the Placing and 154,584 Ordinary Shares are being issued pursuant to the Retail Offer, is expected to take place at 8.00 a.m. on 8 January 2025 ("Admission").
Following Admission, the Company's enlarged issued ordinary share capital will be 57,936,535. 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.
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 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 Admission | Fully Diluted Ordinary Shares held as a percentage of Issued Share Capital following Admission * |
|---|---|---|---|---|
| David Keene | 12,500,000 | 0 | 21.58% | 21.57% |
| Graham Keene | 12,500,000 | 0 | 21.58% | 21.57% |
| Samuel Munslow | 0 | 14,140 | 0.00% | 0.02% |
| Total | 25,000,000 | 14,140 | 43.15% | 43.16% |
*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 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.
Other than where defined, capitalised terms in this announcement have the meanings given to them in the Announcement released by the Company at 4.38 p.m. (London time) on 11 December 2024.
UK Product Governance Requirements
EU Product Governance Requirements
Basis on which information is presented
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