Result of GM, Open Offer & PDMR Dealings
2 June 2023
Mirriad Advertising plc
("Mirriad" or the "Company")
Results of General Meeting, Open Offer, PDMR Dealings and Total Voting Rights
Mirriad, the leading in-content advertising company, is pleased to announce that at its General Meeting held earlier today all resolutions, as set out in the Circular dated 16 May 2023 relating to a conditional Placing to raise £5.75 million (before expenses) and an Open Offer to raise up to an additional £2 million (before expenses), were duly passed. The proxy votes received from Shareholders on each Resolution were as follows:
|
|
For |
Against |
Withheld |
||
|
Votes |
% |
Votes |
% |
|
|
|
Ordinary Resolution |
|
||||
|
To authorise the directors to allot ordinary shares |
145,647,535 |
99.91 |
133,476 |
0.09 |
89,277 |
|
Special Resolution |
|
||||
|
To disapply Section 561 of the Companies Act 2006 |
145,492,435 |
99.78 |
320,576 |
0.22 |
67,277 |
The number of Ordinary Shares in issue on 2 June 2023 was 279,180,808. Shareholders were entitled to one vote per share.
Accordingly, the Placing and the Open Offer are expected to complete, conditional on Admission, at 8.00 a.m. on 5 June 2023 (or such later time and/or date as Panmure Gordon, Baden Hill and the Company may agree, but in any event by no later than 8.00 a.m. on 30 June 2023).
Result of the Open Offer
The Company is also pleased to announce that it has raised £0.55 million via the Open Offer and, accordingly, has raised total gross proceeds of approximately £6.30 million through the Placing and Open Offer.
The Open Offer closed for acceptances at 11.00 a.m. on 1 June 2023. Valid acceptances have been received in respect of 18,461,929 Open Offer Shares, representing approximately 27.69 per cent. of the Open Offer Shares available under the Open Offer. In accordance with the terms and conditions of the Open Offer, all applications made pursuant to the Open Offer (and Excess Shares applied for under the Excess Application Facility) have been met in full. The Company has therefore raised gross proceeds of approximately £0.55 million through the Open Offer.
Directors' Dealings
As set out in the Circular dated 16 May 2023, Participating Directors indicated their intention to participate in the Open Offer. The results of their participation in the Open Offer and therefore, upon Admission, their interests in Ordinary Shares will be as follows:
|
Director |
Position |
Number of Ordinary Shares held prior to the Placing and Open Offer |
Percentage interest in Existing Ordinary Share Capital |
Number of Shares acquired under the Open Offer |
Number of Ordinary Shares held following the Placing and Open Offer |
Percentage interest in the Enlarged Share Capital upon Admission |
|
Stephan Beringer |
Chief Executive Officer |
358,333 |
0.13 |
833,333 |
1,191,666 |
0.24 |
|
John Pearson |
Non-Executive Chairman |
261,666 |
0.09 |
333,333 |
594,999 |
0.12 |
|
Bob Head1 |
Non-Executive Director |
183,333 |
0.07 |
135,267
|
318,600 |
0.07 |
1. As stated in the Circular Bob Head intended to subscribe for 134,166 Open Offer Shares. He has chosen to subscribe for an additional 1,101 Open Offer Shares at an additional cost of £33.03.
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 Admission are as follows:
|
|
Number of Ordinary Shares held prior to the Placing and Open Offer |
Percentage interest in Existing Ordinary Share Capital |
Number of Ordinary Shares held following the Placing and Open Offer |
Percentage interest in the Enlarged Share Capital upon Admission |
|
IP2IPO Portfolio L.P. (acting by its general partner IP2IPO Portfolio (GP) Limited)1 |
34,460,238 |
12.34 |
34,460,238 |
7.04 |
|
Parkwalk Advisors Ltd |
35,977,908 |
12.89 |
35,977,908 |
7.24 |
|
Dr Mark Alexander Reilly |
66,666 |
0.02 |
66,666 |
0.01 |
|
Alastair Hugh Lowell Kilgour2 |
791,668 |
0.28 |
791,668 |
0.16 |
|
Lois Day |
- |
- |
- |
- |
|
Total |
71,296,480 |
25.54
|
71,296,480 |
14.57 |
1. Includes (1) 50,001 Ordinary Shares held by two IP Group plc directors, who each hold 16,667 Ordinary Shares, and those directors are also directors of IP2IPO Portfolio (GP) Limited and (2) 16,667 Ordinary Shares held by one other director of IP2IPO Portfolio (GP) Limited.
2. Held indirectly.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for a total of 210,128,596 New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission and dealings in the 210,128,596 New Ordinary Shares will commence at 8.00 a.m. on 5 June 2023. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares. Following Admission, the Enlarged Share Capital of the Company will consist of 489,309,404 Ordinary Shares, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 489,309,404 and this figure 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 Company.
This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 16 May 2023, a copy of which is available on the Company's website at: https://www.mirriadplc.com/investor-relations.
The same definitions apply throughout this announcement as are applied in the Circular.
The person responsible for the release of this announcement on behalf of the Company is David Dorans, Chief Financial Officer.
ENDS
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under The Market Abuse Regulation (EU 596/2014) pursuant to The Market Abuse (Amendment) (EU Exit) Regulations 2018 (the "Market Abuse Regulations"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
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 the Middle East.
Enquiries:
Mirriad Advertising plc
Stephan Beringer, Chief Executive Officer
David Dorans, Chief Financial Officer
Tel: +44 (0)207 884 2530
Financial Adviser, Nominated Adviser and Joint Broker:
Panmure Gordon
James Sinclair-Ford / Daphne Zhang (Corporate Advisory)
Rupert Dearden (Corporate Broking)
Tel: +44 (0)20 7886 2500
Financial Communications:
Charlotte Street Partners
Tom Gillingham Tel: +44 (0) 7741 659021
The notifications below are made in accordance with the requirements of the Market Abuse Regulations:
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
|
a) |
Name |
John Pearson Stephan Beringer Bob Head |
|
2 |
Reason for the notification |
|
|
a) |
Position / status |
Non-Executive Chairman (John Pearson) Chief Executive Officer (Stephan Beringer) Non-Executive Director (Bob Head) |
|
b) |
Initial notification / amendment |
Initial notification |
|
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
|
Subscription for Ordinary Shares through Open Offer |
|
c)
|
Price(s) and volume(s)
|
Subscription price of 3p each
333,333 Ordinary Shares (John Pearson) 833,333 Ordinary Shares (Stephan Beringer) 135,267 Ordinary Shares (Bob Head) |
|
d) |
Aggregated information - Aggregated volume - Price |
333,333 Ordinary Shares and £10,000 (John Pearson) 833,333 Ordinary Shares and £25,000 (Stephan Beringer) 135,267 Ordinary Shares and £4,025 (Bob Head) |
|
e) |
Date of the transaction |
2 June 2023 |
|
f) |
Place of the transaction |
Outside a trading venue |
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