Nominated Adviser and Broker:
Canaccord Genuity Limited
88 Wood Street,
London,
EC2V 7QR
Auditors:
BDO LLP
55 Baker Street
London
W1U 7EU
Legal Adviser:
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Company Secretary:
SWA GOVERNANCE LTD
36 Queens Road Hazel Grove Stockport
SK7 4HZ
ADVISERS
Financial PR:
Alma Strategic Communications
London
EC4V 5EQ
This document, which comprises an admission document drawn up in accordance with the AIM Rules for Companies, has been issued in connection with the proposed admission of the issued and to be issued Ordinary Shares to trading on AIM, a market operated by the London Stock Exchange plc (“AIM”). This document does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of FSMA or otherwise. This document is not an approved prospectus for the purposes of section 85 of FSMA and a copy of it has not been, and will not be, delivered to the Financial Conduct Authority (the “FCA”) in accordance with the Prospectus Regulation Rules or delivered to or approved by any other authority which could be a competent authority for the purposes of the EU Prospectus Regulation.
The Company and the Directors (whose names appear on page [●] of this document) accept responsibility individually and collectively for the information contained in this document including individual and collective responsibility for the Company’s compliance with the AIM Rules. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. To the extent information has been sourced from a third party, this information has been accurately reproduced and, as far as the Company and the Directors are aware, no facts have been omitted which may render the reproduced information inaccurate or misleading. In connection with this document, no person is authorised to give any information or make any representation other than as contained in this document.
Application will be made for the entire issued and to be issued share capital of the Company to be admitted to trading on AIM. It is emphasised that no application will be made for admission of the entire issued and to be issued share capital of the Company to the Official List of the FCA. The Ordinary Shares are not traded on any recognised investment exchange and no application has been or is intended to be made for the entire issued and to be issued share capital of the Company to be admitted to trading on any such market. It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on AIM on [●] 2022.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document.
[Aurrigo Group plc]
(incorporated and registered in England and Wales under the Companies Act 2006 with registered number 05546181)
Placing of [] Ordinary Shares at [● pence] per Ordinary Share
and
Admission to trading on AIM
Nominated Adviser
Singer Capital Markets Advisory LLP
Broker
Singer Capital Markets Securities Limited
The attention of investors is drawn to the risk factors set out in Part [●] of this document. Notwithstanding this, prospective investors should read the whole text of this document. All statements regarding the Company’s business, financial position and prospects should be viewed in light of the risk factors set out in Part [●] of this document.
The Placing Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission. It is expected that Admission will become effective and that dealings will commence in the Ordinary Shares on [●] 2022.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as nominated adviser in connection with Admission and Singer Capital Markets Securities Limited ("SCM Securities") which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as broker (SCM Advisory and SCM Securities collectively referred to as "Singer" where appropriate) in connection with the Placing. Singer is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Singer, or for advising any other person in connection with the Placing or Admission. The responsibility of SCM Advisory, as the Company’s nominated adviser, is owed solely to the London Stock Exchange and is not owed to the Company or the Directors or any other person. No representation or warranty, express or implied, is made by Singer or any of its directors, officers, partners, employees, agents or advisers as to the contents of this document (without limiting the statutory rights of any person to whom this document is issued). No liability whatsoever is accepted by Singer or any of its directors, officers, partners, employees, agents or advisers for the accuracy of any information or opinions contained in this document or for the omission of any material information for which it is not responsible.
The Ordinary Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended ("US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered or sold, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan, New Zealand or the Republic of South Africa or any person located in the United States. This document does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. Without limiting the generality of the foregoing, this document does not constitute an offer of Ordinary Shares to any person with a registered address, or who is resident in, the United States, or who is otherwise a "U.S. Person" as defined in Regulation S under the US Securities Act. There will be no public offer of Ordinary Shares in the United States. Outside of the United States, the Ordinary Shares are being offered in reliance on Regulation S promulgated under the US Securities Act. Neither this document nor any copy of it may be distributed directly or indirectly to any persons with addresses in the United States or any of its territories or possessions unless in accordance with applicable law.
Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the Company’s registered office and at the offices of Singer at One, Bartholomew Lane, London, EC2N 2AX from the date of this document and for a period of at least one month from Admission.] A copy of this document is also available on the Company’s website, www.aurrigo.com.
UNIT 33 BILTON INDUSTRIAL ESTATE
HUMBER AVENUE, COVENTRY, CV3 1JL. UK
0044 (0)24 7663 5818