REG - Mirada PLC - Proposed AIM cancellation & notice of GM

MiradaAnnouncement

18/05/2023 07:00

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RNS Number : 7950Z  Mirada PLC  18 May 2023

The information contained within this announcement is deemed by the Company to
constitute inside information for the purposes of Article 7 of Regulation (EU)
596/2014, as it forms part of the domestic law of the United Kingdom by virtue
of the European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

18 May 2023

 

Mirada plc

("Mirada" or the "Company")

 

Proposed cancellation of admission to trading on AIM of ordinary shares,
re-registration as a private limited company and adoption of new Articles of
Association and

notice of General Meeting

Update on trading for the year to 31 March 2023

 

Mirada (AIM: MIRA), a leading provider of integrated software solutions for
digital TV operators, broadcasters and streaming platforms, announces the
proposed cancellation of admission to trading on AIM of its ordinary shares
("Cancellation"), re-registration as a private limited company
("Re-registration") and adoption of new articles of association ("New
Articles") (together, the "Proposals").

 

The Directors have undertaken a review to evaluate the benefits and drawbacks
to the Company and its Shareholders of retaining the admission to trading on
AIM of the Ordinary Shares. This review has included, amongst other matters,
the impact of the concentration of Ordinary Shares beneficially owned by one
major shareholder, the inability of the Company to attract material new
investment from third party equity investors, the public market share trading
and valuation volatility of the Company and the increasing costs of
maintaining a public quotation. For these reasons, the Directors have
concluded that the Proposals are in the best interests of the Company and its
Shareholders as a whole. Further details of the background to and reasons for
the Proposals are set out in Appendix I to this announcement.

 

The Proposals are subject to Shareholder approval and accordingly, a circular
will be sent to Shareholders today setting out the background to and reasons
for the Proposals ("Circular") and which will contain a notice convening a
general meeting ("General Meeting") at which Shareholders are invited to
consider and, if thought fit, approve resolutions to implement the Proposals.
Extracts of the Circular can be found in Appendix I to this announcement.

 

To be passed, the Cancellation Resolution requires, pursuant to Rule 41 of the
AIM Rules, the approval of not less than 75 per cent. of the votes cast by
Shareholders at the General Meeting. The resolution to approve the
Re-registration and the adoption of New Articles also requires the approval of
not less than 75 per cent. of the votes cast by shareholders at the General
Meeting.

 

Kaptungs, the holder of 87.21 per cent. of the Issued Share Capital, has
irrevocably undertaken to procure that the votes attaching to its Ordinary
Shares are cast in favour of the Resolutions by the registered holder of those
Ordinary Shares (such Ordinary Shares being held on behalf of Kaptungs by a
nominee) and therefore, the Resolutions are expected to be passed at the
General Meeting and therefore the Cancellation and Re-Registration are
expected to proceed.

 

The General Meeting will be held at the offices of the offices of Howard
Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 12 noon on 9 June 2023.

 

To facilitate future shareholder transactions in Ordinary Shares, JP Jenkins
has been appointed to provide a matched bargain facility, which is expected to
be available from 19 June 2023. Shareholders wishing to trade these securities
can do so through their stockbroker. Trades will be conducted at a level that
JP Jenkins is able to match a willing seller and a willing buyer. Trades can
be conducted, and limits can be accepted, during normal business hours.
Shareholders or potential investors can place limits via their existing UK
regulated stockbroker.

 

A copy of the Circular and the New Articles will be made available later today
on the Company's website at www.mirada.tv.

 

Expected timetable of principal events

 

 Announcement of the Proposals                                18 May 2023
 Posting of the Circular and Forms of Proxy                   18 May 2023
 Latest time and date for receipt of Forms of Proxy           12 noon on 7 June 2023
 Time and date of General Meeting                             12 noon on 9 June 2023
 Company's announcement of result of General Meeting          9 June 2023
 Expected last day of dealings in the Ordinary Shares on AIM  16 June 2023
 Expected time and date of the AIM Cancellation               7.00 a.m. on 19 June 2023
 Matched Bargain Facility for Ordinary Shares commences       19 June 2023
 Expected date of Re-registration                             on or around 14 July 2023

 

Trading update

 

For the twelve months ended 31 March 2023 ("FY23"), trading was similar to the
year ended 31 March 2022 ("FY22"). Subject to audit, revenue for FY23 is
expected to be approximately $10.7 million (FY22: $11.0 million) and adjusted
EBITDA for FY23 is expected to be approximately $1.5 million (FY22: $1.6
million). Net debt has increased from $8.59 million as at 31 March 2022 to
$9.75 million as at 31 March 2023 and $10.27 million (€9.43 million) as at
30 April 2023, as the Group continues to be reliant on the financial support
of Kaptungs.

 

The Group has made marked progress in consolidating its position as a leading
provider of Android TV-powered software in the industry, with deployments
almost doubling from 1.5 million devices at 31 March 2022 to approximately 2.9
million at 31 March 2023.

 

With more than 30 content provider integrations, growing demand for Mirada's
Android TV product across its end markets and market activity at pre-Covid
levels, the Group remains well positioned to continue to benefit from the
strong current pipeline, especially in the Latin America region.

 

Appendices

 

Please refer to Appendix I to this announcement which sets out further details
of the Proposals, as extracted from the Circular.

 

Unless otherwise stated, capitalised terms in this announcement have the
meanings ascribed to them in Appendix II to this announcement.

 

Enquiries:

 Mirada plc                                                        +44 (0)20 8187 1661

 José-Luis Vázquez, Chief Executive Officer                        investors@mirada.tv (mailto:investors@mirada.tv)

 Gonzalo Babío, Finance Director
 Allenby Capital Limited (Nominated Adviser & Broker)              +44 (0)20 3328 5656

 Jeremy Porter / George Payne (Corporate Finance)

 Joscelin Pinnington / Amrit Nahal (Sales and Corporate Broking)

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, Telefonica, Sky, Virgin
Media, BBC, ITV and France Telecom. 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
(http://www.mirada.tv/)

 

 

APPENDIX I - EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS

 

LETTER FROM THE INTERIM CHAIRMAN

 

1.    Introduction

 

The Company announced earlier today the intended cancellation of admission to
trading on AIM of its Ordinary Shares, together with its proposed
re-registration as a private limited company and the adoption of the New
Articles.

 

The Directors have undertaken a review to evaluate the benefits and
disadvantages to the Company and its Shareholders of retaining the admission
to trading on AIM of the Ordinary Shares. This review has included, amongst
other matters, the impact of the concentration of Ordinary Shares beneficially
owned by one major shareholder, the inability of the Company to attract
material new investment from third party equity investors, the public market
share trading and valuation volatility of the Ordinary Shares and the
increasing costs of maintaining a public quotation. For these reasons, further
details of which are set out in this letter, the Directors have concluded that
the Proposals are in the best interests of the Company and its Shareholders as
a whole.

 

The Proposals are conditional upon the respective Resolutions being passed at
the General Meeting to be held at the offices of Howard Kennedy LLP at No. 1
London Bridge, London SE1 9BG at 12 noon on 9 June 2023, notice of which is
set out at the end of this Circular. Subject to the approval of the
Resolutions, the Company will take steps to cancel the admission of its
Ordinary Shares to trading on AIM and re-register the Company as a private
company.

 

The Relationship Agreement provides that the Independent Director must give
their consent in order for Kaptungs, the holder of 87.21 per cent. of the
Issued Share Capital, to be permitted to vote its Ordinary Shares on the
Cancellation Resolution. The Independent Director has agreed to consent to
Kaptungs voting its Ordinary Shares on the Cancellation Resolution for the
reasons set out in this Circular. Kaptungs has irrevocably undertaken to
procure that the votes attaching to its Ordinary Shares are cast in favour of
the Resolutions by the registered holder of those Ordinary Shares (such
Ordinary Shares being held on behalf of Kaptungs by a nominee) and therefore,
the Resolutions are expected to be passed at the General Meeting.

 

The Independent Director for the purposes of the Relationship Agreement is
Matthew Peter Earl. No other Director is considered to be an independent
director by the Board for the purposes of the Relationship Agreement, which is
based on the Board's determination of independence (pursuant to The QCA
Corporate Governance Code).

 

The Board believes that it is in the best interests of the Company to seek the
Cancellation and Re-registration and for the Independent Director to consent
to Kaptungs voting on the Cancellation Resolution pursuant to the Relationship
Agreement.

 

This letter sets out details of the reasons for, and implications of, the
Proposals and provides further details on the expected process for the AIM
Cancellation and Re-registration and the facility for trading in the Ordinary
Shares following the AIM Cancellation.

 

2.    Reasons for the Cancellation

 

The Directors have conducted a comprehensive review of the benefits and
drawbacks to the Company and its Shareholders in retaining its quotation on
AIM and believe that the Cancellation is in the best interests of the Company
and its Shareholders as a whole. The Company has concluded that the
regulatory, financial and other obligations of maintaining Admission now
outweigh the benefits received. In reaching this conclusion, the Directors
have considered the following key factors, amongst others:

 

·    as at the date of this document, the major shareholder, Kaptungs,
holds (through its nominee), in aggregate, approximately 87.21 per cent. of
the Ordinary Shares. This has resulted in a very limited free float and
liquidity in the Ordinary Shares, with the consequence of low trading volumes
in respect of the Ordinary Shares and, the Board believes, a suppressed share
price. This illiquidity prevents Shareholders from trading in meaningful
volumes or with any frequency. Further, given the substantial shareholding
owned by Kaptungs in the Company, the Board considers it unlikely that the
Company will be able to attract material new investment from third party
equity investors;

·    the primary lender to the Group is the Lender under the terms of the
Facility. The Lender is controlled by Mr Ernesto Luis Tinajero Flores, who
also controls Kaptungs, which has a beneficial interest in 87.21 per cent. of
the Issued Share Capital. The Facility was originally entered into on 3 June
2019 for €1.30 million and has since been amended and extended such that the
principal amount drawn down under the Facility is now approximately €5.07
million (the maximum available under the Facility) with outstanding interest
of approximately €0.20 million, resulting in a total indebtedness under the
Facility of €5.27 million as at 30 April 2023. The Facility has a repayment
date and maturity date of 30 November 2023. In addition to the Facility, as at
30 April 2023, the Company has €4.28 million of other outstanding
third-party debt obligations. Therefore, the Group's total net debt as at 30
April 2023 was €9.43 million (approximately $10.27 million). The Company has
not as yet been successful in identifying alternative sources of capital of
sufficient size and on acceptable terms, particularly from public equity
investors, to fund the Group's operations and to repay or refinance its
existing debt. The Board has also considered the availability of third-party
bank debt in the UK and Spain to replace or reduce the dependence of the
Company on the Lender's ongoing financial support, but has concluded that no
such bank debt is presently available of sufficient size and on commercially
reasonable and acceptable terms. The Board considers that the Group is
therefore currently almost exclusively dependent upon the Lender's continued
willingness to provide financial support to enable the Group to realise its
business plan and continues as a going concern;

·    the Board believes that it is important for the Company to have
access to additional capital to fund its operations and growth plans. The
Directors believe that an equity fundraise through the public markets would
not necessarily be available to the Company in the near or medium term at an
appropriate valuation, if at all. Accordingly, the Board is of the view that
the public markets do not provide the optimal platform to raise such funds
and, in particular, that there may be greater opportunities to raise
additional capital in the private markets. The Directors believe that the
current challenging market conditions, the Company's limited free float,
Kaptung's large shareholding and the Facility, continue to inhibit the Company
from benefitting from access to capital on AIM;

·    given the share price performance and low trading volumes of the
Ordinary Shares, the Directors have concluded that the only realistic source
of future funding will likely be through private capital. There has been no
recent equity capital fundraising on AIM by the Company and it is the
Directors' opinion that the admission of the Ordinary Shares to trading on AIM
no longer provides the fundamental benefit of giving access to the required
investor base for the Company to raise growth capital;

·    the ongoing costs of maintaining Admission (approximately $0.47
million per annum), such as adviser fees, London Stock Exchange fees and the
costs associated with being a quoted company in having higher level corporate
governance and audit scope, are significant and, in the Directors' opinion,
disproportionality high compared to the benefits and could be better used in
running and further developing the Group's business for the benefit of the
Shareholders. The Directors further believe that the additional indirect costs
associated with management time invested in the legal and regulatory burden
associated with maintaining Admission is disproportionate to the benefits to
the Company; and

·    the Directors believe that future challenges and opportunities
presented to the Group can be  better navigated in a private and unlisted
company environment.

 

Following careful consideration, the Directors therefore believe that it is in
the best interests of the Company and Shareholders as a whole to seek the
proposed Cancellation and Re-registration.

 

In addition, in connection with the Re-registration, it is proposed that the
New Articles be adopted to reflect the change in the Company's status to that
of a private limited company.

 

The principal effects of the Re-registration and the adoption of the New
Articles on the rights and obligations of Shareholders and the Company are
summarised in Part II and Part III of this document.

 

3.    Process for the Cancellation

 

Under Rule 41 of the AIM Rules, it is a requirement that the AIM Cancellation
must be approved by not less than 75 per cent. of votes cast by Shareholders
at a general meeting of the Company. In addition, any AIM quoted company that
wishes for the London Stock Exchange to cancel the admission of its shares to
trading on AIM is required to notify shareholders and to separately inform the
London Stock Exchange of its preferred cancellation date at least 20 Business
Days prior to such date.

 

Accordingly, the Board are hereby convening the General Meeting to vote on the
Cancellation Resolution and have notified the London Stock Exchange of the
Company's intention, subject to the Cancellation Resolution being passed at
the General Meeting, to cancel the Company's admission of the Ordinary Shares
to trading on AIM on 19 June 2023. The AIM Cancellation will not take effect
until at least five clear Business Days have passed following the passing of
the Cancellation Resolution and a dealing notice has been issued by the London
Stock Exchange.

 

If the Cancellation Resolution is passed at the General Meeting, it is
proposed that the last day of trading in Ordinary Shares on AIM will be 16
June 2023 and that the AIM Cancellation will take effect at 7.00 a.m. on 19
June 2023.

 

As set out in paragraph 11 below, Kaptungs, the Company's largest shareholder,
which is currently interested in approximately 87.21 per cent. of the Ordinary
Shares, has given an irrevocable undertaking to the Company to procure that
the registered holder of its Ordinary Shares (held through its nominee) votes
the Ordinary Shares in favour of the Resolutions. Given that the Independent
Director has, pursuant to the Relationship Agreement, consented to Kaptungs
voting its Ordinary Shares on the AIM Cancellation Resolution for the reasons
explained in this Circular and Kaptungs having irrevocably undertaken to
procure that its Ordinary Shares (held through its nominee) are voted in
favour of the Resolutions by the registered holder of such Ordinary Shares,
the Directors believe it is very likely that the Resolutions will be passed at
the General Meeting. This does not, however, preclude Shareholders from
attending and voting (whether in person or proxy) at the General Meeting.

 

4.    Transactions in Ordinary Shares following Cancellation

 

 

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the date of the Cancellation.

 

The Company is making arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of Cancellation, if the Resolutions are passed. The Matched Bargain Facility
will be provided by J P Jenkins. JP Jenkins is an appointed representative of
Prosper Capital LLP, which is authorised and regulated by the Financial
Conduct Authority.

 

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Should the
Cancellation become effective and the Company put in place the Matched Bargain
Facility, details will be made available to Shareholders on the Company's
website at www.mirada.tv (http://www.mirada.tv) .

 

The Matched Bargain Facility will operate for a minimum of twelve months after
Cancellation. The Directors' current intention is that it will continue beyond
that time but Shareholders should note that it could be withdrawn and
therefore inhibit the ability to trade the Ordinary Shares. Further details
will be communicated to the Shareholders at the relevant time.

 

If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Cancellation, it is anticipated that the last
day of dealings in Ordinary Shares on AIM will be 16 June 2023 and that the
effective date of the Cancellation will be 19 June 2023 at 7.00 a.m.

 

5.    Re-registration

 

Following the proposed Cancellation, the Board believes that the requirements
and associated costs of the Company maintaining its public company status will
be difficult to justify and that the Company will benefit from the more
flexible requirements and lower overhead costs associated with a private
limited company status. It is therefore proposed to re-register the Company as
a private limited company after the Cancellation, subject to Shareholder
approval of the Re-registration Resolution.

 

In connection with the Re-registration, it is proposed that the New Articles
be adopted to reflect the change in the Company's status to a private limited
company. The principal effects of the adoption of the New Articles on the
rights and obligations of Shareholders and the Company are summarised in Part
II of this Circular.  A draft of the New Articles is available on the
Company's website at the following link (and will also be available for
inspection at the General Meeting): www.mirada.tv/investors/.

 

Subject to and conditional upon the AIM Cancellation and the passing of the
Re-registration Resolution, an application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on re-registration. The Registrar of Companies
will not issue the certificate of incorporation on re-registration until the
Registrar of Companies is satisfied that no valid application can be made to
cancel the resolution to re-register the Company as a private limited company.
Any such application must be made within 28 days after the passing of the
Re-Registration Resolution and may be made on behalf of the persons entitled
to make it by one or more of their number as they may appoint for the purpose.

 

Under the Companies Act 2006, it is a requirement that the Re-registration and
adoption of the New Articles must be approved by not less than 75 per cent. of
votes cast by shareholders at a general meeting. Accordingly, the Notice of
General Meeting set out at the end of this Circular contains special
resolutions to approve the Cancellation, the Re-registration and the adoption
of the New Articles.

 

If the Re-registration Resolution is passed at the General Meeting and the
Registrar of Companies issues a certificate of incorporation on
re-registration, it is anticipated that the Re-registration will become
effective on or around 14 July 2023.

 

Kaptungs, the holder of 87.21 per cent. of the Issued Share Capital, has
irrevocably undertaken to procure that the votes attaching to its Ordinary
Shares are cast in favour of the Resolutions by the registered holder of those
Ordinary Shares (such Ordinary Shares being held on behalf of Kaptungs by a
nominee) and therefore, the Resolutions are expected to be passed at the
General Meeting and therefore the Cancellation and Re-Registration are
expected to proceed.

 

6.    Board changes

 

Upon the Cancellation taking effect, the Independent Director and José
Francisco Gozalbo Sidro (Chief Technology Officer) will resign as directors of
the Company with immediate effect.  Accordingly, the Company will then have
no independent or non-executive directors and the only directors of the
Company will be José Luis Vázquez and Gonzalo Babío.

 

7.    Takeover Code

 

The Takeover Code currently applies to the Company. However, as Kaptungs
currently holds more than 50 per cent. of the Company's voting rights (through
its nominee), it is able to acquire further interests in Ordinary Shares
without incurring any obligation to make a general offer to all shareholders
under Rule 9 of the Takeover Code.

 

The Takeover Code applies to all offers for companies which have their
registered offices in the United Kingdom, the Channel Islands or the Isle of
Man if any of their equity share capital or other transferable securities
carrying voting rights are admitted to trading on a regulated market or a
multilateral trading facility in the United Kingdom (such as AIM) or on any
stock exchange in the Channel Islands or the Isle of Man.

 

The Takeover Code also applies to all offers for companies (both public and
private) which have their registered offices in the United Kingdom, the
Channel Islands or the Isle of Man which are considered by the Takeover Panel
to have their place of central management and control in the United Kingdom,
the Channel Islands or the Isle of Man, but in relation to private companies
only if one of a number of conditions are met, including that any of the
company's equity share capital or other transferable securities carrying
voting rights have been admitted to trading on a regulated market or a
multilateral trading facility in the United Kingdom (such as AIM) or on any
stock exchange in the Channel Islands or the Isle of Man at any time in the
preceding ten years.

 

If the Cancellation and Re-registration are approved by Shareholders at the
General Meeting and become effective, the Company will be re-registered as a
private company and its securities will no longer be admitted to trading on a
regulated market or a multilateral trading facility in the United Kingdom.
In these circumstances, the Takeover Code will only apply to the Company if it
is considered by the Takeover Panel to have its place of central management
and control in the United Kingdom, the Channel Islands or the Isle of Man.
This is known as the "residency test".  In determining whether the residency
test is satisfied, the Takeover Panel has regard primarily to whether a
majority of a company's directors are resident in these jurisdictions.

 

The Takeover Panel has confirmed to the Company that, on the basis of the
residency of the Directors following the Cancellation and Re-registration
(being José Luis Vázquez and Gonzalo Babío), the Company will not have its
place of central management and control in the United Kingdom, the Channel
Islands or the Isle of Man following the Cancellation and Re-registration.
As a result, if the Cancellation and Re-registration are approved by
Shareholders at the General Meeting and become effective, the Takeover Code
will then cease to apply to the Company and Shareholders will no longer be
afforded the protections provided by the Takeover Code, including the
requirement for a mandatory cash offer to be made if either:

 

(i)    a person acquires an interest in shares which, when taken together
with the shares in which persons acting in concert with it are interested,
increases the percentage of shares carrying voting rights in which it is
interested to 30% or more; or

(ii)   a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.

 

Brief details of the Takeover Panel and the protections afforded by the
Takeover Code (which will cease to apply following the Cancellation and the
Re-registration) are set out in Part III of this document.

 

8.    Principal disadvantages and advantages of voting in favour of the
Cancellation

 

The Board considers that, in deciding whether or not to vote in favour of the
Cancellation, Shareholders should take their own independent advice and
carefully consider the disadvantages and advantages of the Cancellation
(including, but not limited to, those set out below) in light of their own
financial circumstances and investment objectives.

 

Disadvantages of voting in favour of the Cancellation

 

(i)    Pursuant to its terms, the Relationship Agreement between the
Company and Kaptungs would terminate on the date on which the AIM Cancellation
is effective, with the effect that, inter alia, there shall be no ongoing
contractual obligation upon Kaptungs to ensure that the Company carries on its
business independently of Kaptungs or that transactions and relationships
between Kaptungs and the Company are at arm's length and on normal commercial
terms. In addition, following termination of the Relationship Agreement, there
will no longer be any contractual obligation on Kaptungs to ensure that the
Company has a majority of independent directors on the Board, nor that the
Company has an independent director appointed to the Board to represent the
interests of Shareholders.

 

(ii)   Whilst the Matched Bargain Facility will be in place for an initial
twelve months, there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares on AIM or any other recognised
market or trading exchange. Whilst the Ordinary Shares will remain freely
transferable, the Ordinary Shares will be more difficult to sell compared to
shares of companies traded on AIM or any other recognised market or trading
exchange. It may also be more difficult for Shareholders to determine the
market value of their investment in the Company at any given time.

 

(iii)  The Company will no longer be required to comply with the AIM Rules
and accordingly, Shareholders will no longer be afforded the protections given
by the AIM Rules. In particular, and among other things: (a) the Company will
not be required to make any public announcements of material events, announce
its interim or final results, comply with any of the corporate governance
practices applicable to AIM companies, announce substantial transactions and
related party transactions, comply with the requirement to obtain shareholder
approval for reverse takeovers and fundamental changes in the Company's
business, or maintain a website containing the information required by the AIM
Rules; (b) Allenby Capital Limited will cease to be the Company's nominated
adviser and the Company will cease to retain a nominated adviser; and (c)
Allenby Capital Limited will cease to be the Company's broker and the Company
will cease to retain a broker. In addition, the Company will no longer be
subject to the Market Abuse Regulation regulating inside information (among
other things) and the Company will no longer be subject to the Disclosure
Guidance and Transparency Rules and will therefore, among other things, no
longer be required to publicly disclose major shareholdings in the Company.

 

(iv) If the Cancellation and the Re-registration are approved by Shareholders
at the General Meeting and become effective, the Takeover Code will then cease
to apply to the Company and Shareholders will no longer be afforded the
protections provided by the Takeover Code.

 

(v)  The Independent Director has signed an agreement with the Company
confirming his resignation as a Director with effect from the date on which
the AIM Cancellation is effective. Therefore, following the AIM Cancellation,
the Company will have no independent or non-executive directors.

 

(vi) The Board understands that Kaptungs proposes to procure that the Company
continues to maintain its website www.mirada.tv and to post updates on that
website from time to time, although as described above, Shareholders should be
aware that there will be no obligation on the Company to include the
information required under Rule 26 of the AIM Rules or to make announcements
and/or to update the website as required by the AIM Rules, and there is no
obligation on the Company or future directors of the Company to maintain the
Company's website or to post updates to it.

 

(vii)                The Cancellation might have either
positive or negative taxation consequences for Shareholders. Shareholders who
are in any doubt about their tax position should consult their own
professional independent adviser immediately. Following the AIM Cancellation,
all transfers of Ordinary Shares in the Company will be liable for Stamp Duty
or Stamp Duty Reserve Tax.

 

(viii)               It is proposed that the Company will become
a private limited company registered with the Registrar of Companies in
England and Wales in accordance with and subject to the Companies Act 2006 and
the New Articles, the effects of which are summarised in paragraph 5 above and
in Part II of this Circular.

 

Advantages of voting in favour of the Cancellation

 

(i)    As set out above, the Group's ability to raise additional finance
and continue as a going concern beyond 30 November 2023 (the date on which the
Facility between the Company and the Lender expires) is currently dependent
exclusively upon the Lender's continued willingness to provide financial
support. If the Lender withdrew its financial support and the Company was
unable to source alternative finance, this may cast doubt on the Company's
ability to continue as a going concern. The Directors cannot assure
Shareholders of this continued support following the Cancellation but believe
the Cancellation (including the associated reduction in administrative costs)
will be attractive to the Lender and enhance the likelihood of the continuance
of its financial support for the Company.

 

(ii)   The management time and ongoing costs of maintaining Admission
(approximately $0.47 million per annum) are significant and could be better
used in running and further developing the business for the benefit of
Shareholders.

(iii)  The Board believes that future challenges and opportunities presented
to the Group, including additional funding, can be better navigated in a
private and unlisted company environment.

 

The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them and their shareholding in the Company and whether or not to vote in
favour of the Cancellation.

 

As stated in paragraph 11 below, as the Company has received an irrevocable
undertaking from Kaptungs (representing approximately 87.21 per cent. of the
Ordinary Shares) to procure that its Ordinary Shares (held through a nominee)
are voted in favour of the Resolutions by the registered holder of such
Ordinary Shares, the Resolutions are expected to be passed at the General
Meeting and the Cancellation and re-registration expected to proceed.

 

9.    Trading update

 

For the twelve months ended 31 March 2023 ("FY23"), trading was similar to the
year ended 31 March 2022 ("FY22"). Subject to audit, revenue for FY23 is
expected to be approximately $10.7 million (FY22: $11.0 million) and adjusted
EBITDA for FY23 is expected to be approximately $1.5 million (FY22: $1.6
million). Net debt has increased from $8.59 million as at 31 March 2022 to
$9.75 million as at 31 March 2023 and $10.27 million (€9.43 million) as at
30 April 2023, as the Group continues to be reliant on the financial support
of Kaptungs.

 

The Group has made marked progress in consolidating its position as a leading
provider of Android TV-powered software in the industry, with deployments
almost doubling from 1.5 million devices at 31 March 2022 to approximately 2.9
million at 31 March 2023.

 

With more than 30 content provider integrations, growing demand for Mirada's
Android TV product across its end markets and market activity at pre-Covid
levels, the Group remains well positioned to continue to benefit from the
strong current pipeline, especially in the Latin America region.

 

10.  General Meeting actions to be taken by Shareholders

 

The Cancellation, the Re-registration and the adoption of the New Articles
requires the passing of the Cancellation Resolution and the Re-registration
Resolution at the General Meeting. Accordingly, a Notice of General Meeting
convening a meeting to be held at 12 noon on 9 June 2023 at the offices of
Howard Kennedy LLP, No. 1 London Bridge, London SE1 9BG is set out at the end
of this Circular.

 

Whether or not you propose to attend the General Meeting, you are requested to
complete the Form of Proxy in accordance with the instructions printed thereon
and return it, duly signed, together with any power of attorney under which it
is executed, as soon as possible but in any event so as to arrive not later
than 12 noon on 7 June 2023 or 48 hours (excluding any part of a day that is
not a working day) before any adjourned meeting. Alternatively, proxies may be
submitted electronically using Link Group's Signal shares online portal at
www.signalshares.com by no later than 12 noon on 7 June 2023 or 48 hours
(excluding any part of a day that is not a working day) before any adjourned
meeting. The electronic submission of a proxy using Link Group's Signal shares
online portal or the completion and return of a Form of Proxy by post will not
preclude a member from attending and voting at the General Meeting should they
wish.

 

11.  Irrevocable undertaking

 

The Board has received an irrevocable undertaking from Kaptungs to procure
that its holding of 7,768,792 Ordinary Shares, held through its nominee, which
represent approximately 87.21 per cent. of the Issued Share Capital, are voted
in favour of the Resolutions by the registered holder of such Ordinary
Shares.  Accordingly, the Resolutions are expected to be passed at the
General Meeting.

 

This undertaking remains binding subject to a long stop date of 30 June 2023
on which it terminates.

 

12.  Recommendation

 

The Directors consider that the Cancellation, the Re-registration and adoption
of the New Articles are in the best interests of the Company and its
Shareholders as a whole and, therefore, unanimously recommend that you vote in
favour of the Resolutions at the General Meeting, as they intend to do, or
procure to be done, in respect of, in aggregate, 33,481 Ordinary Shares
(representing approximately 0.38 per cent. of the Issued Share Capital) to
which they are beneficially entitled.

 

 

APPENDIX II - DEFINITIONS

 

The following definitions and technical terms apply throughout this
announcement, unless the context otherwise requires:

 

 "Admission"                           the admission of the Ordinary Shares to trading on AIM pursuant to rule 6 of

                                     the AIM Rules

 "AIM"                                 the market of that name operated by London Stock Exchange

 "AIM Cancellation" or "Cancellation"  the proposed cancellation of admission of the Ordinary Shares to trading on
                                       AIM

 "AIM Rules"                           the rules and guidance for companies whose shares are admitted to trading on
                                       AIM entitled "AIM Rules for Companies" published by the London Stock Exchange,
                                       as amended from time to time

 "Business Day"                        a day (other than a Saturday or Sunday or public holiday) on which commercial
                                       banks are open for general business in London

 "Cancellation Resolution"             resolution numbered 1 of the Resolutions

 "Company" or "Mirada"                 Mirada plc, a company incorporated in England and Wales with company number
                                       03609752, whose registered office is 3rd Floor, Chancery House, St Nicholas
                                       Way, Sutton, Surrey SM1 1JB

 "Directors" or "Board"                the directors of the Company at the date of this announcement

 "Facility"                            the secured loan facility entered into on 3 June 2019 between the Lender and
                                       Mirada Iberia, amended on 19 May 2020, assigned from Mirada Iberia to the
                                       Company on 22 September 2021, and amended subsequently on 22 September 2022,
                                       27 October 2022, and 22 December 2022, for an amount of €5,068,258.63
 "FCA"                                 the Financial Conduct Authority of the United Kingdom

 "Form of Proxy"                       the form of proxy for use in relation to the General Meeting which accompanies
                                       the Circular

 "General Meeting"                     the general meeting of the Company to be held at the offices of Howard Kennedy
                                       LLP at No. 1 London Bridge, London SE1 9BG at 12 noon on 9 June 2023

 "Group"                               the Company and its subsidiaries and subsidiary and associated undertakings at
                                       the date of this announcement

 "Independent Director"                means such of the Directors who are deemed to be independent for the purposes
                                       of the Relationship Agreement, being Matthew Peter Earl

 "Issued Share Capital"                the 8,908,435 Ordinary Shares in issue at the date of this announcement

 "JP Jenkins"                          JP Jenkins, a trading name of CrowdX Limited which is an appointed
                                       representative of Prosper Capital LLP, which is authorised and regulated by
                                       the Financial Conduct Authority

 "Kaptungs"                            Kaptungs Limited, an investment company incorporated in the Commonwealth of
                                       the Bahamas. Kaptungs Limited is owned by the Innokapk Trust and the Innokapi
                                       Trust. Mr. Ernesto Luis Tinajero is the settlor of these trusts and is also
                                       the beneficiary, along with his family

 "Lender"                              Leasa Spain S.L.U., a Spanish Company with registered office in Calle Serrano,
                                       41, 4°, 28001 Madrid, Spain and holding taxpayer identification number
                                       B-87005807, registered in the commercial registry of Madrid, to the book
                                       32,267, Sheet 50, Page M-580776, Section 8 and duly represented by Ernesto L.
                                       Tinajero

 "London Stock Exchange"               London Stock Exchange Group plc

 "Market Abuse Regulation"             the EU Market Abuse Regulation, which came into effect on 3 July 2016 and,
                                       alongside the EU technical standards for the EU Market Abuse Regulation, was
                                       onshored into UK law on 31 December 2020 by the European Union (Withdrawal)
                                       Act 2018, inclusive of changes to the EU Market Abuse Regulation made by the
                                       Market Abuse Exit Regulations 2019;

 "Matched Bargain Facility"            the trading facility operated by JP Jenkins to facilitate trading in the

                                     Ordinary Shares on a matched bargain basis following Cancellation, details of
                                       which are set out in this announcement

 "Mirada Iberia"                       Mirada Iberia S.A.A., a Spanish subsidiary company of the Company with
                                       registered office in Avenida de las Aguilas, 2-B, Planta 3, Ofcina 4, 28044
                                       Madrid, Spain and holding taxpayer identification number A-82653213,
                                       registered in the commercial registry of Madrid, to the book 15,365, Sheet 87,
                                       Page M-257759, Section 0 and duly represented by José Luis Vázquez

 "New Articles"                        the new articles of association of Mirada to be adopted following the passing
                                       of the Re-registration Resolution

 "Ordinary Shares"                     the ordinary shares of 100 pence each in the capital of the Company

 "Proposals"                           the Cancellation, Re-registration and adoption of the New Articles

 "Regulatory Information Service"      a service approved by the FCA for the distribution to the public of regulatory
                                       announcements

 "Registrar"                           Link Group whose registered office is at 10th Floor, Central Square, 29
                                       Wellington Street, Leeds, England, LS1 4DL

 "Relationship Agreement"              the relationship agreement dated 8 August 2018 and entered into between, (1)
                                       the Company, (2) Kaptungs, (3) Minles Corporate Inc., (4) Kronck Business
                                       S.A., (5) Mr. Ernesto Luis Tinajero, (6) Mr. Enrique Septién Suarez, (7) Mr.
                                       Martinez and (8) Allenby Capital Limited

 "Re-registration"                     the re-registration of Mirada as a private limited company and the
                                       consequential adoption of the New Articles

 "Re-registration Resolution"          resolution numbered 2 of the Resolutions

 "Resolutions"                         the resolutions proposed to be passed at the General Meeting, being the
                                       Cancellation Resolution and the Re-registration Resolution

 "Shareholder(s)"                      a holder(s) of Ordinary Shares

 "Share Scheme"                        the Mirada Plc share option plan, under which there are currently 38,735 share
                                       options outstanding over new Ordinary Shares which expire in December 2023

 "Takeover Code"                       the City Code on Takeovers and Mergers

 "Takeover Panel"                      the UK Panel on Takeovers and Mergers

 "United Kingdom or UK"                the United Kingdom of Great Britain and Northern Ireland

 

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