REG - Mirriad Advertising - Agreements with JV Partner

Mirriad AdvertisingAnnouncement

Mon 07:00

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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
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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 (http://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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