TIDMAURR
RNS Number : 0933V
Aurrigo International PLC
29 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF AURRIGO INTERNATIONAL
PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS.
29 November 2023
Aurrigo International plc
("Aurrigo" or the "Company")
Result of Retail Offer
Further to the announcement made by the Company on 16 November
2023, Aurrigo International plc (AIM: AURR), a leading
international provider of transport technology solutions, announces
that it has raised gross proceeds of GBP176,255 pursuant to its
retail offer via the BookBuild Platform from existing retail
shareholders ("Retail Offer"). Subject to the Retail Offer becoming
unconditional, a total of 176,255 new ordinary shares of GBP0.002
each ("Retail Offer Shares") will be issued at 100 pence per Retail
Offer Share ("Issue Price"). In addition, the Company has raised
GBP100,000 by way of a direct subscription for 100,000 new Ordinary
Shares ("Subscription Shares" and together with the Retail Offer
Shares the "New Ordinary Shares") at the Issue Price (the
"Subscription").
Consequently, an application has been made to the London Stock
Exchange for the admission of, in aggregate, 276,255 New Ordinary
Shares to trading on AIM ("Admission"). Admission and dealings in
the New Ordinary Shares are expected to take place at 8.00 a.m. on
or around 1 December 2023.
The Retail Offer and Subscription is conditional (amongst other
things) upon Admission and completion of the Placing announced on
15 November 2023, which is expected to take place at 8.00 a.m. on
or around 1 December 2023.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Following Admission, the Company's enlarged issued ordinary
share capital will be 45,782,922. 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.
For further enquiries:
Aurrigo International plc Via Instinctif
David Keene, Chief Executive Officer
Graham Keene, Director of Corporate Development
Ian Grubb, Chief Financial Officer
Singer Capital Markets (Nominated Adviser,
Sole Broker and Retail Offer Coordinator)
Phil Davies, Rick Thompson, Jalini Kalaravy +44 (0)20 7496 3000
Instinctif Partners (Financial Communications) +44 (0)20 7457 2020
Rozi Morris, Tim McCall, Isadora Pegler aurrigo@instinctif.com
Important Notices
The content of this announcement has been prepared by, and is
the sole responsibility of, the Company.
The Retail Offer is only open to investors in the United Kingdom
who fall within Article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (which
includes an existing member of the Company).
This announcement and the information contained herein is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South
Africa or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such
jurisdiction.
The Retail Offer Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or benefit of any
US person (within the meaning of Regulation S under the US
Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company
has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Offer
Shares in the United States, Australia, Canada, Japan, the Republic
of South Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Singer Capital Markets Securities Limited ("Singer"), which is
authorised and regulated in the United Kingdom by the FCA is acting
exclusively for the Company and no-one else in connection with the
transactions and arrangements described in this announcement and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the transactions and
arrangements described in this announcement. Singer is not
responsible to anyone other than the Company for providing the
protections afforded to clients of Singer or for providing advice
in connection with the contents of this announcement, or the
transactions and arrangements described in this announcement.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
Certain statements in this announcement are forward-looking
statements 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", "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.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company and Singer expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, London Stock Exchange plc or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Singer or
any of their respective affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. Singer and their
respective affiliates, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its
contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the
Ordinary Share have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. 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 or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than the AIM market of
London Stock Exchange plc.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacture"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer 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 Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.
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END
ROIFEWFFUEDSELF
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