Mirriad Advertising - Agreements with JV Partner

Mirriad Advertising

02/06/2025 07:00

RNS Number : 9287K

Mirriad Advertising PLC

02 June 2025

 

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 OR INTO 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 FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

 

2 June 2025

 

Mirriad Advertising plc

("Mirriad" or the "Company")

 

Agreements with JV Partner

 

Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising and virtual product placement company, is pleased to announce that it has entered into binding agreements with a US tech company (the "JV Partner") as anticipated in the Company's announcement on 13 May 2025 (the "Launch Announcement").

 

Summary of Agreements with JV Partner

 

As set out in the Launch Announcement, the Company had entered into non-binding heads of terms ("HoTs") with the JV Partner which, subject to entry into a formal agreement, will acquire the exclusive right to market VPP to the Company's existing US media partners in return for a one-off £0.2 million cash payment and entry into a revenue share arrangement.

 

Since signing the HoTs with the JV Partner, discussions and negotiations with the JV Partner continued, leading to definitive documentation being entered into on 1 June 2025 and which is summarised below.

 

Securities Purchase Agreement

 

The Company has on 1 June 2025 entered into a securities purchase agreement with the JV Partner (the "Securities Purchase Agreement") with respect to the purchase by the JV Partner of certain shares (the "Shares") of common stock of Mirriad Inc. ("Mirriad U.S."), which represent approximately 19.9% of Mirriad U.S., for an aggregate purchase price of £0.2 million (the "Purchase Price") to be paid in cash by the JV Partner to the Company. The Securities Purchase Agreement provides for customary representations and warranties and covenants, including that the purchase of the Shares is being made on a "cash-free, debt-free" basis within Mirriad U.S (other than intercompany debt). Upon completion, the Company will no longer hold 100% of the shares in Mirriad U.S., instead holding 80.1% of the shares of Mirriad U.S. The proceeds will be used by the Company to fund general working capital. The Purchase Price represents the JV Contribution contemplated in the HoTs and will be paid ahead of completion of the Fundraise.

 

Completion of the Securities Purchase Agreement is conditional on, among other things, completion of the Fundraise.

 

Omnibus Agreement

 

The Company has on 1 June 2025 entered into an omnibus agreement with Mirriad Inc. and the JV Partner (the "Omnibus Agreement") which contains the following material terms.

 

Net Revenue Sharing

 

Mirriad U.S., the Company and the JV Partner have agreed a net revenue sharing arrangement in respect of the revenue generated by Mirriad U.S. from its existing sell-side media partners in the United States. Following the date of the Omnibus Agreement, net revenue shall be split:

 

i.    Until the first anniversary of the date of completion of the Securities Purchase Agreement ("Closing"), 75% to the JV Partner and 25% to the Company;

 

ii.    From the first anniversary of Closing to the second anniversary of Closing, 80% to the JV Partner and 20% to the Company; and

 

iii.   After the second anniversary of Closing, 90% to the JV Partner and 10% to the Company.

 

Governance

 

The size of the Board of Mirriad U.S. will be reduced to a single director, nominated by the JV Partner. Additionally, certain actions of Mirriad U.S. shall be subject to supermajority consent provisions, including with respect to, among other things, amendments to the governing documents of Mirriad U.S., the sale of equity interests, the incurrence of indebtedness, mergers, sales of Mirriad U.S. shares or its assets and entry into related party transactions.

 

Services

 

Following Closing, the JV Partner shall provide, at its own expense, a number of administrative services to, and will run and operate, Mirriad U.S., at its own cost.

 

The Company will continue to provide strategic advisory services to Mirriad U.S. The respective services provided by the JV Partner and the Company to Mirriad U.S. will be provided for one year from the date of Closing, and such term shall renew automatically for successive yearly terms unless otherwise terminated by ten days' written notice by the JV Partner. At any time, the JV Partner may terminate such services upon 30 days' written notice.

 

Put Option

 

At any time following Closing, the JV Partner has the right to require the Company to purchase the shares of Common Stock of Mirriad U.S. held by the JV Partner for a de minimis amount of $10.00 in the aggregate. Upon the exercise of such option, the Omnibus Agreement would terminate.

 

Call Option

 

Any time following the second anniversary of Closing the Omnibus Agreement, the JV Partner has the right to acquire the Company's shares of Common Stock of Mirriad U.S. for an amount equal to annual average net revenue earned by the Company pursuant to its existing customer arrangements during a trailing 24-month period. Upon exercise of such option, the Omnibus Agreement would terminate.

 

Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Launch Announcement.

 

The person responsible for the release of this announcement on behalf of the Company is Nic Hellyer, Chief Financial Officer.

 

ENDS

 

For further information please visit www.mirriad.com or contact:

 

Mirriad Advertising Plc
c/o Allenby
James Black, Chairman
Nic Hellyer, Chief Financial Officer
Nominated Adviser, Broker & Bookrunner
Allenby Capital Limited
Tel: +44 (0)20 3328 5656
James Reeve/Lauren Wright (Corporate Finance)
Guy McDougall/Matt Butlin (Sales and Corporate Broking)

 

About Mirriad

 

The leader in virtual product placement and in-content advertising, Mirriad's multi-patented and award-winning platform dynamically inserts products and brands into Television, SVOD/AVOD, Music, and Influencer content. Mirriad creates net-new revenue opportunities for content owners with an ad format that virtually integrates brands in entertainment content, drives exceptional performance for advertisers and dramatically improves the viewing experience.

 

Mirriad currently operates in the US, Europe and India.

 

Important Notices

The content of this announcement has been prepared by and is the sole responsibility of the Company. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

 

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. 

 

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) nor any information published on social media channels, including content posted by the Company or its employees, is incorporated into or forms part of this announcement.

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