Result of General Meeting and Open Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 December 2020
Mirriad Advertising plc
Result of General Meeting and Open Offer
Mirriad Advertising plc ("Mirriad" or the "Company"), the computer vision, technology and AI platform company, published and posted a shareholder circular on 27 November 2020 (the "Circular"), including a notice of general meeting ("General Meeting") in connection with the proposed Placing and Open Offer.
The Company is pleased to announce that at the General Meeting held earlier today at 11.00 a.m. (UK) all Resolutions were duly passed on a show of hands. The proxy votes received from Shareholders on each Resolution were as follows:
|
|
For |
Against |
Withheld |
||
|
Ordinary Resolution |
Votes |
% |
Votes |
% |
|
|
To authorise the directors to allot ordinary shares |
139,649,359 |
100 |
0 |
0 |
3,785 |
|
Special Resolution |
|
|
|
|
|
|
To disapply Section 561 of the Companies Act 2006 |
139,631,095 |
99.98 |
18,264 |
0.01 |
3,785 |
The number of Ordinary Shares in issue on 15 December 2020 was 213,361,826. Shareholders were entitled to one vote per share.
Accordingly, the Placing and the Open Offer are expected to complete, conditional on each Admission, at 8.00 a.m. on 16 December 2020 (or such later time and/or date as Canaccord Genuity and Baden Hill may agree, but in any event by no later than 8.00 a.m. on 30 December 2020) for the EIS/VCT Placing Shares and at 8.00 a.m. on 17 December 2020 for the General Placing Shares and the Open Offer Shares (or such later time and/or date as Canaccord Genuity and Baden Hill may agree, but in any event by no later than 8.00 a.m. on 31 December 2020).
Result of the Open Offer
The Open Offer closed for acceptances at 11:00 a.m. on 14 December 2020 in accordance with its terms and was oversubscribed. The Company has received valid acceptances and excess applications from Qualifying Shareholders in respect of all the available Open Offer Shares pursuant to the terms of the Open Offer.
As a consequence, the Company has raised gross proceeds of approximately £3 million through the Open Offer and approximately £26 million (before expenses) in aggregate through the Fundraising.
This announcement should be read in conjunction with the full text of the Circular and capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
Issue of Equity, Admissions and Total Voting Rights
Applications have been made to the London Stock Exchange for the 65,220,065 New Ordinary Shares to be admitted to trading on AIM. This comprises of 6,350,000 EIS/ VCT Placing Shares, which are expected to be admitted to trading at 8.00 a.m. on 16 December 2020, and 51,250,000 General Placing Shares and 7,620,065 Open Offer Shares. which are together expected to be admitted to trading at 8.00 a.m. on 17 December 2020. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Following the General Admission on 17 December 2020 , the issued share capital of the Company will consist of 278,581,891 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury. Therefore, the figure of 278,581,891 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Interests of the Concert Party
Following the result of the Open Offer, the interests of each of the members of the Concert Party in the issued ordinary share capital of the Company and the existence of which is known to, or could with reasonable due diligence be ascertained by, any Director following General Admission are as follows:
|
|
|
|
|
|
|
|
Number of Existing Ordinary Shares |
Percentage of existing issued share capital |
Ordinary Shares (following General Admission) |
Percentage of Share Capital (following General Admission) |
|
|
|
|
|
|
|
|
|
|
|
|
|
IP2IPO Portfolio L.P. (acting by its general partner IP2IPO Portfolio(GP) Limited)1 |
34,493,301 |
16.17 |
34,493,301 |
12.38 |
|
Parkwalk Advisors Ltd |
31,814,133 |
14.91 |
35,977,908 |
12.91 |
|
Dr Mark Alexander Reilly2 |
66,666 |
0.03 |
66,666 |
0.02 |
|
Alastair Hugh Lowell Kilgour3 |
566,668 |
0.27 |
591,668 |
0.21 |
|
|
|
|
|
|
|
Total |
66,940,768 |
31.37 |
71,129,543 |
25.53 |
|
|
|
|
|
|
1. Includes 99,731 Ordinary Shares held by four directors of IP Group plc and one director of IP2IPO Portfolio (GP) Limited.
2. Of which 33,333 Ordinary Shares are held indirectly.
3. Held indirectly.
Canaccord Genuity acted as Nominated Adviser, Sole Broker and Bookrunner in relation to the Placing, with Baden Hill acting as Co-manager.
The person responsible for the release of this announcement on behalf of the Company is David Dorans, Chief Financial Officer
For further information please visit www.mirriadplc.com or contact:
Mirriad Advertising plc.
|
Stephan Beringer, Chief Executive Officer |
Tel: +44 (0)207 884 2530 |
|
David Dorans, Chief Financial Officer |
|
Nominated Adviser, Sole Broker & Bookrunner: Canaccord Genuity Limited
|
Simon Bridges |
Tel: +44 (0)20 7523 8000 |
|
Richard Andrews |
|
|
Thomas Diehl |
|
Co-manager: Baden Hill (a trading name of Northland Capital Partners Limited)
|
Craig Fraser |
Tel: +44 (0)207 903 7004 |
|
Matthew Wakefield |
Tel: +44 (0)207 903 7003 |
|
|
|
Financial Communications: Charlotte Street Partners
|
Tom Gillingham |
Tel: +44 (0) 7741 659021 |
|
Katie Stanton |
Tel: +44 (0) 7789 204508
|
About Mirriad
Mirriad's award-winning solution unleashes new revenue for content producers and distributors by creating new advertising inventory in content. Our patented, AI and computer vision technology dynamically inserts products and innovative signage formats after content is produced. Mirriad's market-first solution seamlessly integrates with existing subscription and advertising models, and dramatically improves the viewer experience by limiting commercial interruptions.
Mirriad currently operates in the US, Europe and China.
The notifications below are made in accordance with the requirements of the Market Abuse Regulation (596/2014).
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Stephan Beringer |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position / status |
Chief Executive Officer (PDMR) |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Mirriad Advertising plc |
||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||
|
b)
|
Nature of the transaction
|
Purchase of 25,000 Ordinary Shares, via the Placing |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
25,000 40p Total: £10,000
|
||||
|
e) |
Date of the transaction |
15 December 2020 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
John Pearson |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position / status |
Non-executive Chairman (PDMR) |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Mirriad Advertising plc |
||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||
|
b)
|
Nature of the transaction
|
Purchase of 25,000 Ordinary Shares, via the Placing |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
25,000 40p Total: £10,000
|
||||
|
e) |
Date of the transaction |
15 December 2020 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Bob Head |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position / status |
Independent Non-Executive Director (PDMR) |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Mirriad Advertising plc |
||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||
|
b)
|
Nature of the transaction
|
Purchase of 50,000 Ordinary Shares, via the Placing |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
50,000 40p Total: £20,000
|
||||
|
e) |
Date of the transaction |
15 December 2020 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
David Dorans |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position / status |
Chief Financial Officer (PDMR) |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Mirriad Advertising plc |
||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||
|
b)
|
Nature of the transaction
|
Purchase of 2,500 Ordinary Shares, via the Placing |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
2,500 40p Total: £1000
|
||||
|
e) |
Date of the transaction |
15 December 2020 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Alastair Hugh Lowell Kilgour |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position / status |
Non-Executive Director (PDMR) |
||||
|
b) |
Initial notification / amendment |
Initial |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Mirriad Advertising plc |
||||
|
b) |
LEI |
213800ZKOK9GIME7HE62 |
||||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a)
|
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
||||
|
b)
|
Nature of the transaction
|
Purchase of 25,000 Ordinary Shares, via the Placing |
||||
|
c)
|
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
25,000 40p Total: £10,000
|
||||
|
e) |
Date of the transaction |
15 December 2020 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market |
||||
ENDS
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