Result of General Meeting
Aurrigo International PLC announced that all resolutions were passed at the Company's General Meeting. For resolutions 1 through 5, votes "For" ranged from 49,833,200 to 49,834,418, representing 100% of votes cast, while votes "Against" ranged from 0 to 1,218. Admission to AIM of 19,868,162 new Ordinary Shares is expected on September 22, 2025, resulting in an enlarged issued ordinary share capital of 89,370,833. Following this Third Admission, David Keene and Graham Keene will each hold 12,500,000 Ordinary Shares, representing 13.99% of the issued share capital. Samuel Munslow will hold 5,140 options. The Concert Party, including David Keene, Graham Keene, and Samuel Munslow, will collectively hold 25,000,000 Ordinary Shares and 5,140 options, representing 27.97% and 27.99% respectively.
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Further to the announcement on 27 August 2025, 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 Subscription, Placing and WRAP Retail offer | 49,834,023 | 100.00% | 395 | 0.00% | 0 |
| 2. To authorise the Directors to disapply pre-emption rights in connection with Subscription, Placing and WRAP Retail offer* | 49,833,200 | 100.00% | 1,218 | 0.00% | 0 |
| 3. To authorise the Directors to allot relevant securities | 49,834,418 | 100.00% | 0 | 0.00% | 0 |
| 4. To authorise the Directors to disapply pre-emption rights* | 49,833,200 | 100.00% | 1,218 | 0.00% | 0 |
| 5. To authorise the Directors to disapply additional pre-emption rights* | 49,834,418 | 100.00% | 0 | 0.00% | 0 |
| *Special resolution | |||||
| Notes: | |||||
| 1. | Proxy appointments which gave discretion to the Chair of the General Meeting have been included in "For" total for the appropriate resolution. | ||||
| 4. | The number of shares in issue on 19 September 2025 was 69,502,671 with no shares in treasury. | ||||
| 5. | The full text of the resolutions passed at the General Meeting 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 19,868,162 new Ordinary Shares is expected to take place at 8.00 a.m. on 22 September 2025 (the "Third Admission").
Following Third Admission, the Company's enlarged issued ordinary share capital will be 89,370,833. 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 the Third 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 the Third Admission | Fully Diluted Ordinary Shares held as a percentage of Issued Share Capital following the Third Admission* |
|---|---|---|---|---|
| David Keene | 12,500,000 | 0 | 13.99% | 13.99% |
| Graham Keene | 12,500,000 | 0 | 13.99% | 13.99% |
| Samuel Munslow | 0 | 5,140 | 0.00% | 0.01% |
| Total | 25,000,000 | 5,140 | 27.97% | 27.99% |
*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 of less than 30 per cent. of the voting rights in the Company following the Third Admission, any future acquisition of additional interests in Ordinary Shares by a member of the Concert Party which results in the Concert Party's aggregate interest reaching 30 per cent. or more of the voting rights may be considered by the Panel to give rise to an obligation on that member to make a mandatory offer for the entire issued share capital of the Company. Such an offer would need to be made at a price not less than the highest price paid by that member or any other member of the Concert Party in the preceding 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 5.18 p.m. (London time) on 27 August 2025.
UK Product Governance Requirements
EU Product Governance Requirements
Basis on which information is presented
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