REG - Mirada PLC - Posting of R&A, AGM Notice & Share Consolidation

MiradaAnnouncement

14/08/2019 07:05

RNS Number : 9307I
Mirada PLC
14 August 2019
 


14 August 2019
 
Mirada plc
("Mirada", the "Company" or the "Group")
 
Posting of Annual Report, notice of AGM and proposed share consolidation
 
Mirada plc (AIM: MIRA), a leading audio-visual content interaction specialist, announces that it will hold its Annual General Meeting ("AGM") at the offices of Howard Kennedy LLP at No.1 London Bridge, London SE1 9BG on 10 September 2019 at 12 noon.
 
The notice of AGM, the Company's Annual Report and Accounts for the year ended 31 March 2019 and a letter in respect of electronic communications will be posted to shareholders today and made available later today on the Company's website at www.mirada.tv/en/investors/financial-results/.
 
At the AGM, as well as the usual business of an annual general meeting, additional resolutions are being proposed to approve the following:
 
1.           That, in accordance with section 618 of the Companies Act 2006, every 100 ordinary shares of £0.01 each in the capital of the Company ("Existing Ordinary Share(s)") held by a shareholder at 8.00 p.m. on 10 September 2019 shall be consolidated into 1 ordinary share of £1.00 each ("Consolidated Share(s)"), such Consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Company's articles of association for the time being (the "Consolidation").
 
2.           To authorise the Company generally and unconditionally to use electronic communications with its shareholders and in particular to authorise the Company to send or supply documents or information to its shareholders by making them available on a website.
 
Full details of the above proposals are set out in the notice of AGM being sent to shareholders and are also set out below:
 
Electronic Communications
 
Under the Companies Act 2006 the Company is permitted to make arrangements to communicate electronically with shareholders.  The Company proposes to take advantage of these arrangements in order to improve communication with shareholders while reducing its use of paper. The proposal in resolution 7 being proposed at the AGM makes it possible for electronic communication to become the default method of communication, and shareholders must then specify if they wish to continue to receive communications in paper form. The resolution will authorise the Company to use its website as a means of communicating with shareholders who do not request documentation in paper form.
 
The proposed new electronic communications regime requires the Company to consult with its shareholders individually as to whether they wish to receive information through the Company's website. A consultation letter will be enclosed with the notice of AGM in this regard (the "Consultation Letter").  If Resolution 7 is approved by shareholders, and a shareholder so agrees, then future communications with that shareholder will be by electronic means. If a shareholder fails to respond to the Consultation Letter within 28 days, then such a shareholder will be deemed to have agreed to receive communications by electronic means.
 
Notwithstanding any prior request or deemed consent to receive communications electronically, a shareholder may at any time inform the Company that he or she wishes to receive all or specific information in paper form. In addition, the Company has to notify shareholders who receive information in electronic form when certain key information is available on the Company's website at www.mirada.tv.
 
The Company sees a positive benefit in the increase in electronic communications, in terms of the saving of paper and production expense.
 
If Resolution 7 is passed by shareholders at the AGM, the Company will correspond with each shareholder individually as regards communicating with them electronically.
 
The Consolidation
 
The Consolidation is proposed due to the perception of the Company's shares by the investor community and in order to reduce the total number of shares in issue. One consequence of having a very large number of shares in issue, with a very low market share price, is that small share trades can result in large percentage movements in share price which can result in considerable share price volatility. The Board also believes that the bid-offer spread on shares priced at low absolute levels can be disproportionate to the market share price, often to the detriment of shareholders.
 
The Directors consider that it is in the best interests of the Company's long-term development as a publicly quoted company to have a smaller number of shares in issue and a higher share price. Accordingly, in order to reduce the number of shares in issue and attempt to reduce the likelihood of there being large dealing spreads in the Company's shares, thereby helping to reduce the likelihood of share price volatility, the Board is proposing the Consolidation.
 
The record date for the purposes of the Consolidation is 8.00 p.m. on 10 September 2019 ("Record Date").
 
As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary shareholdings in the Company held by each shareholder immediately before and immediately after the Consolidation will, save for fractional entitlements (the treatment of which is described below), remain unchanged.
 
Each Consolidated Share will carry the same rights under the Company's articles of association as each Existing Ordinary Share does at present, including the right to vote and to receive all dividends and other distributions and any return of capital declared following the Consolidation.
 
Fractional entitlements
 
In the event that the number of Existing Ordinary Shares attributed to a shareholder is not exactly divisible by 100, the Consolidation will generate an entitlement to a fraction of a Consolidated Share.  Accordingly, following the implementation of the Consolidation, any shareholder who as a result of the Consolidation has a fractional entitlement to any Consolidated Shares, will not have a proportionate shareholding of Consolidated Shares exactly equal to their proportionate holding of Existing Ordinary Shares.
 
Furthermore, any shareholders holding fewer than 100 Existing Ordinary Shares as at the Record Date will cease to be a shareholder of the Company. The minimum threshold to receive Consolidated Shares will be 100 Existing Ordinary Shares. 
 
For purely illustrative purposes, an example of the effect of the Consolidation is set out below:
 



Number of Existing Ordinary Shares held


Number of Consolidated Shares


Fractional entitlement following the Consolidation




9,065


90


0.65



 
As regards the Consolidated Shares, no certificates regarding fractional entitlements will be issued. Instead any Consolidated Shares in respect of which there are fractional entitlements will be aggregated and sold. The Board is of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to distribute any proceeds of sale which instead would be retained for the benefit of the Company. For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the stockbroker's or nominee's responsibility to deal with fractions arising within their customer accounts, and not that of the Company.
 
Resulting issued share capital
 
The issued share capital of the Company immediately following the Consolidation (assuming it is approved by the shareholders) is expected to comprise 8,908,435 Consolidated Shares.
 
In anticipation of the Consolidation being approved by shareholders at the AGM, the Company intends, immediately prior to the Annual General Meeting, to issue 92 additional Ordinary Shares (the "Share Consolidation Shares") so as to enable the total number of Ordinary Shares in issue by the Company to be exactly divisible by 100. Since the Share Consolidation Shares will only represent a fraction of a New Ordinary Share, this fraction will itself be combined with other fractional entitlements and sold pursuant to the arrangements for fractional entitlements described above.
 
Admission to AIM of the Consolidated Shares
 
Application will be made for the Consolidated Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares ("Admission"). It is expected that Admission will become effective and that dealings in the Consolidated Shares will commence on 11 September 2019.
 
The Consolidated Shares will have a new ISIN and SEDOL, which will become effective following the Consolidation. The new ISIN and SEDOL are GB00BK77QQ18 and BK77QQ1 respectively.
 
CREST and share certificates
 
Shareholders who hold Existing Ordinary Shares in uncertificated form via CREST will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with their entitlement to Consolidated Shares on Admission.
 
Following the Consolidation, existing share certificates will cease to be valid and new share certificates for Consolidated Shares are expected to be despatched to those shareholders who hold their Existing Ordinary Shares in certificated form within 14 days after Admission. No share certificates will be issued in respect of Consolidated Shares to those shareholders who hold their Existing Ordinary Shares in uncertificated form.
 
Effects on options and other instruments
 
The entitlements to ordinary shares in the capital of the Company of holders of securities or instruments convertible into ordinary shares (such as share options under the Company's approved and unapproved share option schemes) will be adjusted to reflect the Consolidation. The Company will issue new documents to holders of such instruments in due course. All share options remain subject to relevant vesting conditions.
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
 







2019




Annual General Meeting


12 noon on 10 September




Latest time and date for dealings in Existing Ordinary Shares


4.30 p.m. on 10 September




Record Date


8.00 p.m. on 10 September




Admission effective and commencement of dealings on AIM in the Consolidated Shares
 


8.00 a.m. on 11 September




CREST accounts credited with Consolidated Shares (where applicable)
 


11 September




Despatch of definitive certificates for Consolidated Shares (where applicable)


by 25 September 2019



 
STATISTICS RELATING TO THE CONSOLIDATION
 



Existing Ordinary Shares in issue at the date of this announcement


890,843,408




Conversion ratio of Existing Ordinary Shares to Consolidated Shares


one Consolidated Share for every 100 Existing Ordinary Shares
 




Total expected number of Consolidated Shares in issue following the Consolidation
 


8,908,435
 




ISIN for the Consolidated Shares


GB00BK77QQ18




SEDOL for the Consolidated Shares


BK77QQ1



 
Enquiries:



Mirada plc
José Luis Vázquez, Chief Executive Officer
Gonzalo Babío, Chief Financial Officer


+44 (0) 207 868 2104
investors@mirada.tv 




Allenby Capital Limited (AIM Nominated Adviser and Broker)
Jeremy Porter
Liz Kirchner
James Hornigold
 


+44 (0) 20 3328 5656




Newgate Communications
Bob Huxford
Tom Carnegie


+44 (0) 207 680 6550
mirada@newgatecomms.com



About Mirada
 
Mirada is a leading provider of products and services for Digital TV Operators and Broadcasters. Founded in 2000 and led by CEO José Luis Vázquez, the Company prides itself on having spent almost 20 years as a pioneer in the Digital TV market. Mirada's core focus is on the ever-growing demand for TV Everywhere for which it offers a complete suite of end-to-end modular products across multiple devices, all with innovative state-of-the-art UI designs.
 
Mirada's products and solutions, acclaimed for unparalleled flexibility and optimal time to market, have been deployed by some of the biggest names in digital media and broadcasting including Televisa, ATNI, Digital TV Cable Edmund, Skytel, Telefonica, Sky, Virgin Media, BBC, ITV and France Telecom. Headquartered in London, Mirada has commercial representation across Europe, Latin America and Southeast Asia and operates technology centres in the UK, Spain and Mexico. For more information, visit www.mirada.tv.
 




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