REG-Mirada PLC: Placing, Subscription and Notice of General Meeting <Origin Href="QuoteRef">MIRA.L</Origin>

MiradaAnnouncement

29/10/2015 07:00

mirada plc                                   

                          ("mirada" or "the Company")                          

                                  (AIM: MIRA)                                  

              Placing, Subscription and Notice of General Meeting              

mirada plc, the AIM-audio-visual interaction specialist, announces a proposed
placing and subscription to raise approximately £1.5 million (before expenses)
by way of the issue of  24,531,939 placing shares ("Placing Shares") and
468,061 subscription shares ("Subscription Shares") (together the "New Shares")
at a price of 6 pence each (the "Placing").

Highlights

  * The Placing and Subscription has conditionally raised £1.5 million of new
    funds for the Company
   
  * 24,531,939 Placing Shares conditionally placed with existing shareholders,
    board members and managers and 468,061 Subscription Shares subscribed for
    at 6p, a discount of 4.0 per cent to the closing mid-price on 28 October
    2015
   
  * Focus of the Company remains on the large scale roll-out of the Televisa
    contract
   
  * Negotiations continue with other potential Tier One and Tier Two customers
   
  * The new funds will be used to strengthen mirada's balance sheet and working
    capital ahead of the expected Televisa roll out during the next financial
    year
   
  * New funds will also be used to enable mirada to fund the additional
    professional services requested by Televisa in accordance with the original
    contract dated 19 May 2014 as supplemented by various annexes
   
 1. Televisa Group S.A. ("Televisa") is a Mexican based multimedia company and
    the largest Hispanic content producer in Latin America.
   
José Luis Vázquez, CEO of mirada plc, commented: "I am delighted with the
support of existing shareholders, board members and managers in this Placing."

"The focus of the Company remains on the large scale roll-out of the Televisa
Contract and the Directors believe this will be the key priority of the Company
throughout FY16 and into FY17 for further professional services and new
networks to deploy."

"The Company remains in negotiation with other potential Tier One and Tier Two
customers and any further updates will be released to the market in due
course."

"I look forward to seeing shareholders later today at the AGM".

General Meeting

A notice convening a General Meeting of the Company is to be held at the
offices of Howard Kennedy LLP at No. 1 London Bridge, London, SE1 9BG at 11
a.m. on 23 November 2015 to grant Directors the authority to allot the Placing
Shares and the Subscription Shares for cash on a non pre-emptive basis. A
circular will be sent to shareholders today and will be available to download
from the Company's website: www.mirada.tv.

Director / PDMR dealing

The Company also announces that certain directors and managers subscribed for
Placing Shares at the Placing Price as set out below:

Director            Beneficial     Number of    Beneficial % of expected
                    holding of       Placing    holding of      Enlarged
                      Ordinary  Shares to be      Ordinary Share Capital
                        Shares     purchased  Shares after              
                        before                     Placing              
                       Placing                                          
                                                                        
José Luis Vázquez    2,163,008       333,334     2,496,342          1.80
                                                                        
Francis Coles          572,486       166,667       739,153          0.53
                                                                        
José Gozalbo           253,005       166,667       419,672          0.30
Sidro                                                                   
                                                                        
Antonio Rodríguez      180,000       166,667       346,667          0.25
                                                                        
Javier Peñín           120,000       166,667       286,667          0.21
                                                                        
Matthew Earl            99,000       166,667       265,667          0.19

Related party Transaction

As Chase Nominees and Hargreave Hale are participating in the Placing and are
both significant Shareholders in mirada, the Placing is deemed to be a related
party transaction as described in the AIM Rules. The Directors, who have
consulted with Arden in its capacity as Nominated Adviser to the Company,
consider the Placing and the Resolutions to be fair and reasonable insofar as
Shareholders are concerned and to be in the best interests of the Company and
its Shareholders as a whole.

Each director's participation in the Placing is considered to be a related
party transaction for the purposes of Rule 13 of the AIM Rules. Accordingly,
the independent director of mirada (being Javier Casanueva) considers, having
consulted with the Company's nominated adviser, Arden, that the terms of each
director's participation in the Placing are fair and reasonable insofar as
Shareholders are concerned.

Total Voting Rights

Application will be made to the London Stock Exchange for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings for normal settlement in
the Placing Shares and the Subscription Shares on AIM will commence at 8.00
a.m. on 24 November 2015.

For the purpose of the Disclosure and Transparency Rules, mirada's enlarged
issued share capital following the issue of 25,000,000 New Ordinary Shares,
will consist of 139,057,695 ordinary shares of 1 penny each.

The above 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, mirada, under the Disclosure and
Transparency Rules.

AGM

The Company will be holding its annual general meeting this morning at the
offices of Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 11.00
a.m.

                                     -END-                                     

Enquiries:

mirada plc                                          +44 (0) 203 751 0320
Jose Luis Vazquez, Chief Executive Officer                              
                                                                        
Walbrook PR                                         +44 (0) 207 933 8783
Nick Rome/Sam Allen                                                     
mirada@walbrookpr.com                                                   
                                                                        
                                                                        
Arden partners (Nomad and Broker)                   +44 (0) 207 614 5900
James Felix, Ciaran Walsh (Corporate Finance)                           
Kam Bansil (Corporate Broking)                                          

Background to and reasons for the Placing and Subscription

On 19 May 2014 the Company reached a major milestone by winning the Televisa
Contract for its multi-screen product Iris to be deployed alongside a new
commercial launch of set-top boxes ("STB(s)") across Televisa's Mexican based
cable networks. The Televisa Contract win followed a competitive tender
process, as well as a successful USD $1.4m trial, which took less than 9 months
to complete. At that time, the Directors were of the belief that the Televisa
Contract would cover several million STBs, and the Company would charge
Televisa an average one-off license fee of $3 to $5 per new STB over a
three-to-five year period. In addition, as well as expecting the sales from the
Televisa Contract to exceed the Company's yearly turnover over the next three
to five years, the Board expected revenues to commence at the end of the 2014
calendar year once the first Televisa cable network, Cablevisión Monterrey in
Mexico, commenced its launch.

Four months later and in conjunction with the Televisa Contract, the Company
also won its inaugural OTT contract with Televisa which was announced on 18
September 2014, and for which the majority of the net placing proceeds raised
during the previous placing, as announced on 7 July 2014, were deployed. 

Despite delivering Iris on time to Cablevisión Monterrey, the commercial
roll-out was delayed because of extended testing of Cablevisión Monterrey's
provisioning systems to avoid any potential issues on the important launch. 
Due to this delay, the Company was not able to announce the commercial launch
of Iris in Monterrey until 17 February 2015. At the same time, the Company
continued to invest in OTT functionalities in accordance with the OTT contract.

The next two networks to deploy under the Televisa Contract are larger scale in
number of subscribers and STBs than Cablevisión Monterrey's, and the Board had
initially anticipated that the roll-out would commence during the 2015 calendar
year. However, as announced on 29 September 2015, due to Televisa's internal
reasons, deployment for the next two networks was delayed to the end of the
last quarter of the current financial year, ending 31 March 2016.

Concurrent with these delays, and as also stated in the announcement on 29
September 2015, the Company has been engaged with providing additional
development work for the Televisa Contract for which professional services fees
are being earned. Broadly, these are expected to replace postponed license fee
revenues, albeit at a lower margin. Furthermore, the Board expects the total
value of the Televisa Contract to be greater than when first estimated in 2014
as Televisa has recently acquired another two networks in Mexico, Telecable and
Cablecom, and the Board believes Iris will be deployed across these two
networks' subscriber base's STBs at some point during the financial year ending
2017.

Notwithstanding the delays and the Company's resources being stretched to
provide the additional professional services to Televisa as mentioned above,
the Company has still been winning new business: the successful launch of the
Movistar Go product, the audiovisual service operated by Telefonica Peru, which
features the Iris SDP backend tool, as announced on 28 November 2014; and the
commercial launch of a new user interface at Movistar+, the audiovisual service
operated by Telefónica in Spain, based on mirada's inspire UI, as announced on
11 September 2015.

As a consequence of the change in revenue mix and associated margin reduction
brought about by the Televisa delays, the Board has forecasted potential
working capital pressures in the near to medium term. Despite not expecting
this to result in the Company being unable to service the Televisa Contract in
accordance with its terms, such potential working capital pressures may give
rise to the need to raise capital to strengthen the balance sheet whilst the
Company is exposed to the Televisa roll-out delay.  These potential working
capital pressures, if not remedied by the Placing and Subscription proceeds,
may force the Company to start making operational costs cutting measures and to
use inefficient and costly debt facilities, which could result in the loss of
future opportunities. In addition, the Placing and Subscription proceeds will
also be used to continue to provide the additional professional services
requested by Televisa in the interim period.

Trading Update, Outlook and prospects

On 29 September 2015, the Company announced a pre-close trading update for the
period ended 30 September 2015, in which it said:

"The Board anticipates that there will be limited revenues from licence fees
being recognized from these two networks during FY16, instead with revenues
being deferred into financial year ending 31 March 2017."

"In the meantime, the Company has been engaged with providing additional
development work for the Tier One contract for which professional services fees
are being earned. Broadly, these are expected to replace postponed license fee
revenues, albeit at a lower margin. Notwithstanding these additional
professional services fees, owing to the delays deferring licence fees revenues
as described above, coupled with the Board's anticipation of earnings for the
first half of FY16 being broadly similar to last year, the Board expects
earnings for FY16 to be materially behind market expectations, but still ahead
of last year."

"As a consequence of the Company's exposure to these types of delays, and
following rising levels of demand from Tier Two and Tier Three customers, the
Board is pleased to announce it will be launching an advanced cloud-based
proposition for these smaller customers, named "mirada as a service" ("maaS").
MaaS is intended to address the needs of a wide range of potential customers
with a bundle of products and services that the Board believes will speed up
the deployment and continuous upgrade of these customers' Digital TV services.
The Board expects maaS to generate a new source of recurrent revenues for
mirada, providing a hedge to Tier One customer exposure.  Further announcements
on the timing of maaS launch will follow in due course."

As at 30 September 2015, £5.6 million has been billed by the Company to
Televisa in relation to the Televisa Contract and the Directors believe an
additional £2.5 million will be billed by the end of March 2016. The Company
has also generated OTT revenues of £0.6 million as at 30 September 2015 which
the Board expects to grow to approximately £1.7 million by the end of March
2016. As at 30 September 2015, the total debt position was £3.8 million with
facilities available to the Company of up to a maximum of £5.0 million.

The focus of the Company remains on the large scale roll-out of the Televisa
Contract and the Directors believe this will be the key priority of the Company
throughout FY16 and into FY17 in addition to further professional services
being billed and new networks within Televisa being deployed. The Board expects
that, on the basis of the next two networks at Televisa commencing their
commercial roll-out in April 2016, the Company will reach a positive free
cash-flow position for the financial year ending 31 March 2017. In the
meantime, the Company remains in negotiation with other potential tier one and
tier two customers and any further updates will be released to the market in
due course.

Details of the Placing, Subscription and the Placing Agreement

Arden has raised approximately £1.5 million (before expenses) for the Company
by way of a conditional placing of 24,531,939 Placing Shares at 6 pence per
Placing Share with institutional and other investors and 468,061 Subscription
Shares have been subscribed for by Tulola directly with the Company. As an
existing shareholder in the Company, Tulola and the Company agreed to enter
into the Subscription. 

The Issue Price represents a discount of 4.0% to the closing mid-market price
of an Existing Ordinary Share on 28 October 2015, which the Directors believe,
having undertaken a marketing exercise, to be the best price reasonably
obtainable. 

The Placing is conditional, inter alia, upon:

 1. the passing of the Resolutions at the General Meeting;
   
 2. the Placing Agreement becoming unconditional in all respects and not having
    been terminated in accordance with its terms; and
   
 3. admission of the Placing Shares and the Subscription Shares to trading on
    AIM becoming effective by not later than 8.00 a.m. on 24 November 2015 (or
    such later time and/or date as Arden and the Company may agree).
   
    Accordingly, if such conditions are not satisfied, or, if applicable,
    waived, the respective part or parts of the Placing will not proceed.
   
    The Placing and Subscription will result in the issue of in total
    25,000,000 Placing Shares and Subscription Shares (representing, in
    aggregate, approximately 18.0 per cent. of the Enlarged Share Capital). The
    Placing Shares and Subscription Shares, when issued and fully paid, will
    rank pari passu in all respects with the Existing Ordinary Shares and
    therefore will rank equally for all dividends or other distributions
    declared, made or paid after the date of their issue. No temporary
    documents of title will be issued. 
   
    Dealings in the Placing Shares and the Subscription Shares on AIM are
    expected to commence on 24 November 2015.  It is expected that CREST
    accounts will be credited on the day of Admission as regards the Placing
    Shares in uncertificated form and that certificates for Placing Shares and
    Subscription Shares to be issued in certificated form will be dispatched by
    normal business post by 17 December 2015. 
   
    About mirada
   
    mirada creates and manages services for digital TV platforms and
    broadcasters which enable consumers to interact with and purchase digital
    content on television, mobile, online and bespoke devices. mirada's
    products and solutions are used worldwide to deliver interactive TV, Video
    on Demand, digital marketing and payment services. Its products and
    services have been deployed by some of the biggest names in digital media
    and broadcasting including Sky, Virgin Media, BBC, ITV, France Telecom and
    Telefónica. Headquartered in London, mirada has commercial offices across
    Europe and Latin America and operates technical centres in the UK and
    Spain. For more information, visit www.mirada.tv.
   


END



Copyright © 2015 PR Newswire Association, LLC. All Rights Reserved