REG - Mirriad Advertising - Proposed fundraising
02/05/2024 17:45
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RNS Number : 0778N Mirriad Advertising PLC 02 May 2024
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN MIRRIAD ADVERTISING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF MIRRIAD ADVERTISING PLC.
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"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION (AS DEFINED IN MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED SUCH INSIDE INFORMATION IN A MARKET SOUNDING ARE NO
LONGER IN POSSESSION OF SUCH INSIDE INFORMATION.
2 May 2024
Mirriad Advertising plc
("Mirriad", the "Group" or the "Company")
Proposed equity fundraising to raise a minimum of £5.5 million
and
Proposed Board changes
Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising
and virtual product placement company, today announces its intention to carry
out a non-pre-emptive fundraising from new and existing shareholders through
the issue and allotment of a minimum of 440,000,000 new ordinary shares of
£0.00001 each (the "Ordinary Shares") in the capital of the Company (the "New
Ordinary Shares") to raise gross proceeds of a minimum of £5.5 million at a
price of 1.25 pence per New Ordinary Share (the "Issue Price"). The
fundraising is comprised of the Placing, the Directors' Subscription and will
also include a Retail Offer, as detailed further below (together, the
"Fundraising").
Fundraising Highlights
· a minimum of £5.32 million (before expenses) is intended to be
raised by way of a placing of a minimum of approximately 425,600,000 new
Ordinary Shares (the "Placing"). The Placing will be undertaken by way of an
accelerated bookbuild (the "Bookbuild"), which will be launched immediately
following this Announcement and will be made available to new and existing
institutional investors. The final number of Placing Shares will be agreed at
the close of the Bookbuild and the result will be announced as soon as
practicable thereafter. It is envisaged that the Bookbuild will be closed no
later than 6.30 p.m. today, 2 May 2024. The Placing is not being made
available to the public and is only available to Relevant Persons (as defined
below). The Placing will be conducted in two tranches, as follows:
o a firm placing of 53,751,000 Placing Shares (the "Firm Placing Shares") at
the Issue Price to be issued pursuant to the Company's existing authorities to
issue and allot equity securities on a non-pre-emptive basis, granted at the
Company's 2023 annual general meeting (the "Firm Placing"); and
o a conditional placing of a minimum of 371,849,000 Placing Shares (the
"Conditional Placing Shares") at the Issue Price to be issued conditional on
the passing of the Resolutions at the General Meeting (as described further
below) (the "Conditional Placing" and, together with the Firm Placing, the
"Placing").
· Allenby Capital Limited ("Allenby Capital") and Baden Hill, a
trading name of Northland Capital Partners Limited ("Baden Hill") are acting
as bookrunners in respect of the Placing (together, the "Joint Bookrunners").
The Placing will not be underwritten.
· Further to the Placing, certain Directors and a proposed Director
of the Company (the "Proposed Director" and, together, the "Participating
Directors") have confirmed their intention to subscribe for 14,400,000 new
Ordinary Shares (the "Subscription Shares") at the Issue Price to raise a
further £180,000 (before expenses) for the Company (the "Directors'
Subscription"). As the Company is currently in a closed period pursuant to MAR
until the publication of its preliminary results for the financial year ended
31 December 2023 (the "Preliminary Results"), the Participating Directors are
not permitted to deal in the Company's Ordinary Shares (including the New
Ordinary Shares) until after the publication of the Preliminary Results (and
subject to certain other requirements). The Company intends to publish the
Preliminary Results as soon as reasonably practicable following receipt of the
net proceeds of the Placing and the Retail Offer. The Participating Directors
will subscribe for the Subscription Shares at the first available opportunity
following publication of the Preliminary Results and will participate in the
Directors' Subscription on substantially identical terms as those of the
Placing.
· In addition to the Placing and the Directors' Subscription, and
in order to provide Shareholders who have not taken part in the Placing with
an opportunity to participate in the Fundraising, the Company proposes a
separate retail offer to existing shareholders of the Company via the REX
Retail Platform of up to 44,000,000 new Ordinary Shares (the "Retail Offer
Shares") to conditionally raise up to a further £0.55 million (before
expenses) at the Issue Price (the "Retail Offer"). A separate announcement
will be made shortly by the Company regarding the Retail Offer and its terms.
For the avoidance of doubt, the Retail Offer is not part of the Placing.
· The New Ordinary Shares will represent approximately 98.91 per
cent. of the existing issued share capital of the Company as at the date of
this Announcement (the "Existing Ordinary Shares"), assuming that the Placing
raises £5.32 million, the Retail Offer is fully subscribed and the Directors'
Subscription takes place as expected.
· The Issue Price represents a discount of approximately 43 per
cent. to the closing mid-market price of 2.18 pence per Ordinary Share on 2
May 2024, being the last practicable date prior to the publication of this
Announcement.
· The net proceeds of the Fundraising will be used to fund ongoing
operational expenditure and working capital alongside modest investments in
technology and sales support operations. The resulting total expenditure over
the next 12 months is expected to be allocated approximately (i) 37 per cent.
to technology and product function development, (ii) 15 per cent. to sales
support, (iii) 15 per cent. to support staff, (iv) 11 per cent. to production
and operations, (v) 5 per cent. to business development and partnerships, (vi)
3 per cent. to property and (viii) 14 per cent. to all other costs.
· The Conditional Placing, the Retail Offer and the Directors'
Subscription are conditional upon, amongst other things, Shareholders
approving the Resolutions at the General Meeting that will grant to the
Directors the authority to allot the Conditional Placing Shares, the Retail
Offer Shares and the Subscription Shares for cash on a non-pre-emptive basis.
The General Meeting is proposed to be held at the Company's offices, at 96
Great Suffolk Street, London SE1 0BE at 10.00 a.m. on 23 May 2024 and the
Company intends to publish and send the Circular, which includes the Notice of
General Meeting, to Shareholders following the closing of the Retail Offer.
· Admission of the Firm Placing Shares ("First Admission") is
expected to occur no later than 8.00 a.m. on or around 9 May 2024 or such
later time and/or date as the Joint Bookrunners and the Company may agree
(being in any event no later than 8.00 a.m. on 22 May 2024). Admission of the
Conditional Placing Shares and Retail Offer Shares ("Second Admission") is
expected to occur no later than 8.00 a.m. on or around 28 May 2024 or such
later time and/or date as the Joint Bookrunners and the Company may agree
(being in any event no later than 8.00 a.m. on 10 June 2024). The Company will
make a further announcement through a Regulatory Information Service
confirming when it is expected that admission of the Subscription Shares
("Third Admission") will become effective.
Proposed Board changes
The Company's non-executive Chairman, John Pearson, has informed the Company
that he will step down as Chairman of the Company upon conclusion of the
Company's 2024 annual general meeting (the "AGM"), expected to be held in June
2024. Conditional upon completion of the Fundraising, James Black will be
joining the Board as a non-executive Director and as Chairman elect following
the conclusion of the General Meeting and will be formally appointed as
Chairman following the AGM. John Pearson will remain as a non-executive
Director of the Company during a transition period.
James retired as a Managing Director at Numis Securities Ltd after 19 years
during which time he advised a number of technology, media, healthcare and
mining companies which were either admitted to trading on the Main Market of
the London Stock Exchange or AIM. James has led many initial public offerings
and secondary fundraises, including previous transactions for Mirriad, as well
as advising on M&A and corporate governance issues. Previously James was a
director of ABN AMRO Hoare Govett in various institutional sales roles. James
has a wealth of experience in helping publicly quoted companies make the most
of their listings and liaising with investors.
Stephan Beringer, CEO at Mirriad, said: "We are undertaking this fundraising
to move forward from our build phase towards true scale, capitalising on the
market power of our growing roster of US entertainment 'majors' and
'supermajors', and our pathway to programmatic delivery.
"As in-content advertising leaders, Mirriad delivers seamless placements in a
format that audiences actively prefer, driving new revenue for content owners
while also solving the ongoing challenge of ad saturation and ad avoidance
associated with traditional forms of advertising."
Expected timetable of principal events
2024
Announcement of the Fundraising 2 May
Publication of Circular and Form of Proxy 7 May
First Admission of Firm Placing Shares to trading on AIM and commencement of 8.00 a.m. on 9 May
dealings
Where applicable, expected date for CREST accounts to be credited in respect As soon as possible following First Admission
of Firm Placing Shares in uncertificated form
Where applicable, expected date for dispatch of definitive share certificates within 14 days of First Admission
for Firm Placing Shares in certificated form
Latest time and date for receipt of Form of Proxy and CREST voting 10.00 a.m. on 21 May
instructions
General Meeting 10.00 a.m. on 23 May
Results of the General Meeting As soon as possible on 23 May
Second Admission of Conditional Placing Shares and Retail Offer Shares to 8.00 a.m. on 28 May
trading on AIM and commencement of dealings
Where applicable, expected date for CREST accounts to be credited in respect As soon as possible following Second Admission
of Placing Shares and Retail Offer Shares in uncertificated form
Where applicable, expected date for dispatch of definitive share certificates within 14 days of Second Admission
for Placing Shares and Retail Offer Shares in certificated form
Each of the times and dates above refer to London time and are subject to
change. Any such change will be notified by an announcement through a
Regulatory Information Service. All events listed in the above timetable
following the General Meeting are conditional upon the passing of the
Resolutions at the General Meeting. In addition, the Conditional Placing is
conditional upon, amongst other things, the Resolutions being duly passed at
the General Meeting, the Placing Agreement not having been terminated in
accordance with its terms and Second Admission becoming effective.
Capitalised terms used in this Announcement have the meanings given to them in
Appendix III (Definitions) at the end of this Announcement, unless the context
provides otherwise.
Shareholders should be aware that if the Fundraising does not complete by 30
June 2024, the Company's annual report and accounts will not be signed off by
the Company's auditors on a going concern basis.
The Firm Placing is not conditional on the Conditional Placing, the Retail
Offer, the Directors' Subscription or the passing of the Resolutions at the
General Meeting. As such, the Firm Placing will not be affected by any or all
of the above failing to complete for any reason.
Shareholders should be aware that the Resolutions must be passed by
Shareholders at the General Meeting in order for the Conditional Placing, the
Retail Offer and the Directors' Subscription to proceed. If the Resolutions
are not passed, only the net proceeds of the Firm Placing will be received by
the Company. In such an event, the Company would need to consider the options
available to it in terms of alternative sources of funding. It may be that
such sources would not be on terms as favourable to Shareholders as the
Fundraising. Further, there is no guarantee that alternative sources could be
found. In the event that the Resolutions are not passed and the Fundraising
does not complete in full, and if such an alternative source of funding cannot
be found, the Company expects that it would only have sufficient cash to fund
its activities until the end of August 2024 and it will seek to conduct an
orderly wind down of the affairs of the Company substantially before that
time.
In the event that the Company is unable to meet such obligations as a result
of the failure of the Fundraising to complete in full, and in the event that
the Company is unable to secure alternative sources of funding, the Directors
believe that it is unlikely that the Company will be able to continue as a
going concern and it is highly likely that the Directors would (in order to
fulfil their duties to the Company's creditors and to other applicable
stakeholders) seek to place the Company into a members voluntary liquidation
(which is a solvent liquidation procedure) that will seek to pay all creditors
of the Company in full but any such proceeding would be likely to result in
little or no value for Shareholders and Shareholders may lose all or a
substantial portion of their investment.
These possibilities are considered to be realistic, not remote.
This Announcement should be read in its entirety. In particular, your
attention is drawn to the detailed terms and conditions of the Placing and
further information relating to the Placing and any participation in the
Placing that is described in Appendices I, II and III to this Announcement
(which form part of this Announcement).
The person responsible for arranging the release of this Announcement on
behalf of the Company is Nic Hellyer, Chief Financial Officer of the Company.
For further information please visit www.mirriad.com (http://www.mirriad.com)
or contact:
Mirriad Advertising plc c/o Charlotte Street Partners
Stephan Beringer, Chief Executive Officer
Nic Hellyer, Chief Financial Officer
Nominated Adviser, Broker & Joint Bookrunner: Tel: +44 (0)20 3328 5656
Allenby Capital Limited
James Reeve/Lauren Wright (Corporate Finance)
Guy McDougall/Matt Butlin (Sales and Corporate Broking)
Joint Bookrunner: Tel: +44 (0)20 3951 8907
Baden Hill (a trading name for Northland Capital Partners Limited)
Matthew Wakefield/Alex Schlich
Financial Communications: Tel: +44 (0) 7741 659021
Charlotte Street Partners
Tom Gillingham
IMPORTANT NOTICES
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN MIRRIAD ADVERTISING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF MIRRIAD ADVERTISING PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING IS BEING MADE IN THE UNITED STATES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO: (A) FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.") OF THE ORDER; OR (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL
TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA) (THE "UNITED STATES" ) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.
NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
The distribution of this Announcement and/or the issue of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offering of the New Ordinary Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession
this Announcement comes are required by the Company and the Joint Bookrunners
to inform themselves about, and to observe, such restrictions. Any failure to
comply with this restriction may constitute a violation of the securities laws
of such jurisdictions. Persons needing advice should consult an independent
financial adviser.
This Announcement and/or any part of it is for information purposes only and
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, the Republic of South Africa or Japan
or any other jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such jurisdiction.
The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA.
All offers of the New Ordinary Shares in the United Kingdom will be made
pursuant to an exemption from the requirement to produce a prospectus under
the UK Prospectus Regulation. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section 21(1) of
the FSMA does not require the approval of the relevant communication by an
authorised person.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South African
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Ordinary Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so would be unlawful.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing by making an oral, electronic
or written and legally binding offer to acquire Placing Shares will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix II (Terms and Conditions of the Placing). Members of the public are
not eligible to take part in the Placing and no public offering of Placing
Shares is being or will be made.
This Announcement contains inside information for the purposes of Article 7 of
MAR. In addition, market soundings (as defined in MAR) were taken in respect
of certain of the matters contained within this Announcement, with the result
that certain persons became aware of such inside information (as defined in
MAR). Upon the publication of this Announcement via a Regulatory Information
Service, those persons that received such inside information in a market
sounding are no longer in possession of such inside information.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty or other assurance, express or implied,
is or will be made by the Joint Bookrunners, or by any of their respective
Representatives as to or in relation to, the contents, accuracy or
completeness of this Announcement or any other written or oral information
made available to any interested person or its advisers, and any liability
therefore is expressly disclaimed. None of the information in this
Announcement has been independently verified or approved by the Joint
Bookrunners or any of their respective Representatives. Save for any
responsibilities or liabilities, if any, imposed on the Joint Bookrunners by
FSMA or by the regulatory regime established under it, no responsibility or
liability is accepted by the Joint Bookrunners or any of their respective
Representatives for any errors, omissions or inaccuracies in such information
or opinions or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this Announcement or its
contents or otherwise in connection with this Announcement or from any acts or
omissions of the Company in relation to the Fundraising.
Each of Allenby Capital and Baden Hill, which are both authorised and
regulated by the FCA in the United Kingdom, are acting solely for the Company
and no-one else in connection with the transactions and arrangements described
in this Announcement and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to the transactions
and arrangements described in this Announcement. Neither the Joint Bookrunners
nor any of their respective Representatives are responsible to anyone other
than the Company for providing the protections afforded to clients of the
Joint Bookrunners or for providing advice in connection with the contents of
this Announcement or for the transactions, arrangements or any other matters
referred to herein.
Allenby Capital's responsibilities as Mirriad's nominated adviser under the
AIM Rules for Nominated Advisers are owed solely to the Exchange and are not
owed to Mirriad or to any director of Mirriad or to any other person.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of applicable laws of other jurisdictions.
Cautionary statements
This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of and replacement of key personnel.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this Announcement by or on behalf of the Company speak only as of the date
they are made.
The information contained in this Announcement is subject to change without
notice and except as required by applicable law or regulation (including to
meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules
and/or FSMA), the Company and the Joint Bookrunners expressly disclaim any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company. Any
indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. Any investment decisions to buy Placing
Shares in the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Joint
Bookrunners. Each investor or prospective investor should conduct his, her or
its own investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information. The price
and value of securities can go down as well as up.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
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) is incorporated into or forms part of this Announcement.
Information to Distributors (UK)
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements") and/or any equivalent requirements
elsewhere to the extent determined to be applicable, and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements
and/or any equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA Handbook Conduct
of Business Sourcebook ("COBS"); and (ii) eligible for distribution through
all permitted distribution channels (the "UK Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I - AMENDED EXTRACTS FROM THE CIRCULAR
1. Introduction and summary
The Company is pleased to announce a conditional Placing of a minimum of
425,600,000 Placing Shares at 1.25 pence per Placing Share to raise a minimum
of £5.32 million (before expenses) for the Company. The Company is also
pleased to announce a conditional Retail Offer of up to 44,000,000 Retail
Offer Shares at 1.25 pence per Retail Offer Share to raise up to £0.55
million (before expenses) for the Company. In addition, certain Directors and
the Proposed Director have confirmed their intention to subscribe for
14,400,000 Subscription Shares at 1.25 pence per Subscription Share to raise
approximately £180,000 (before expenses) for the Company (the "Directors'
Subscription").
The Placing is being conducted in two tranches, as follows:
· a Firm Placing of 53,751,000 Firm Placing Shares to be issued
pursuant to the Company's existing authorities to issue and allot equity
securities on a non-pre-emptive basis, granted at the Company's 2023 annual
general meeting; and
· a Conditional Placing of a minimum of 371,849,000 Conditional
Placing Shares to be issued conditional upon, amongst other things, the
passing of the Resolutions at the General Meeting.
As the Company is currently in a closed period pursuant to MAR until the
publication of its preliminary results for the financial year ended 31
December 2023 (the "Preliminary Results"), the Participating Directors are not
permitted to deal in the Company's Ordinary Shares (including the New Ordinary
Shares) until after the publication of the Preliminary Results (and subject to
certain other requirements). The Company intends to publish the Preliminary
Results as soon as reasonably practicable following receipt of the net
proceeds of the Placing and the Retail Offer. The Participating Directors will
subscribe for the Subscription Shares at the first available opportunity
following publication of the Preliminary Results and will participate in the
Directors' Subscription on substantially identical terms as those of the
Placing.
The Issue Price represents a discount of approximately 43 per cent. to the
closing mid-market price of 2.18 pence per Ordinary Share on 2 May 2024, being
the last practicable date prior to the publication of this Announcement. The
New Ordinary Shares will represent approximately 98.91 per cent. of the
Existing Ordinary Shares, assuming that the Placing raises £5.32 million,
that the Retail Offer is fully subscribed and the Directors' Subscription
takes place as expected.
The total amount that the Company could raise under the Fundraising is
approximately £6.05 million (before expenses), assuming that the Placing
raises £5.32 million, that the Retail Offer is fully subscribed and the
Directors' Subscription takes place as expected.
Neither the Placing, the Retail Offer nor the Directors' Subscription are
being underwritten.
The Firm Placing is conditional upon, amongst other things, the Placing
Agreement not having been terminated in accordance with its terms and First
Admission becoming effective.
Admission of the Firm Placing Shares to trading on AIM ("First Admission") is
expected to occur no later than 8.00 a.m. on 9 May 2024 or such later time
and/or date as the Joint Bookrunners and the Company may agree (being in any
event no later than 8.00 a.m. on 22 May 2024).
The Conditional Placing, the Retail Offer and the Directors' Subscription are
conditional upon, amongst other things, Shareholders approving the Resolutions
at the General Meeting that will grant to the Directors the authority to allot
new Ordinary Shares for cash on a non-pre-emptive basis. The Resolutions are
contained in the Notice of General Meeting at the end of this Circular. In
addition, the Conditional Placing is conditional upon, amongst other things,
the Resolutions being duly passed at the General Meeting, the Placing
Agreement not having been terminated in accordance with its terms and Second
Admission becoming effective.
Admission of the Conditional Placing Shares and the Retail Offer shares
("Second Admission") is expected to occur no later than 8.00 a.m. on 28 May
2024 or such later time and/or date as the Joint Bookrunners and the Company
may agree (being in any event no later than 8.00 a.m. on 10 June 2024).
The Company intends to apply for admission of the Subscription Shares ("Third
Admission"), which are the subject of the Directors' Subscription, to trading
on AIM separately. The Company will make a further announcement through a
Regulatory Information Service confirming when it is expected that Third
Admission will become effective.
The Company has received irrevocable undertakings from those Directors who
hold Ordinary Shares to vote in favour of the Resolutions in respect of their
respective entire holdings of Existing Ordinary Shares representing, in
aggregate, approximately 0.63 per cent. of the Existing Ordinary Shares.
The purpose of the Announcement is, amongst other things, to provide you with
more information about the background to and reasons for the Fundraising, to
explain why the Board considers the Fundraising to be in the best interests of
the Company and its Shareholders as a whole and why the Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed at the
General Meeting, notice of which is set out at the end of the Circular.
Shareholders should be aware that if the Fundraising does not complete by 30
June 2024, the Company's annual report and accounts will not be able to be
signed off by the Company's auditors on a going concern basis.
Shareholders should be aware that the Resolutions must be passed by
Shareholders at the General Meeting in order for the Fundraising to proceed in
full. The Company has received irrevocable undertakings from those Directors
who hold Ordinary Shares to vote in favour of the Resolutions in respect of
their respective entire holdings of Existing Ordinary Shares representing, in
aggregate, approximately 0.63 per cent. of the Existing Ordinary Shares. If
the Resolutions are not passed, the Fundraising will not occur and none of the
net proceeds of the Fundraising will be received by the Company. In such an
event, the Company would need to consider the options available to it in terms
of alternative sources of funding. It may be that such sources would not be on
terms as favourable to Shareholders as the Fundraising. Further, there is no
guarantee that alternative sources could be found. In the event that the
Resolutions are not passed and the Fundraising does not occur, and if such an
alternative source of funding cannot be found, the Company expects that it
would only have sufficient cash to fund its activities until August 2024 and
it will seek to conduct an orderly wind down of the affairs of the Company.
In the event that the Company is unable to meet its obligations as a result of
the failure of the Fundraising to complete, and in the event that the Company
is unable to secure alternative sources of funding, the Directors believe that
it is unlikely that the Company will be able to continue as a going concern
and it is highly likely that the Directors would (in order to fulfil their
duties to the Company's creditors and to other applicable stakeholders) seek
to place the Company into a members voluntary liquidation (which is a solvent
liquidation procedure) that will seek to pay all creditors of the Company in
full but any such proceedings would be likely to result in little or no value
for Shareholders and Shareholders may lose all or a substantial portion of
their investment.
These possibilities are considered to be realistic, not remote.
2. Background to and reasons for the Fundraising and use of proceeds
Since the third quarter of 2023, the Company has achieved a number of
significant milestones, notably:
· the signing of master service agreements with two US media
company "majors" (the "MSAs"), the first of which was signed in the fourth
quarter of 2023 and the second in March of this year;
· it was awarded the Trusted Partner Network ("TPN") Gold Shield
status in January, an industry recognition that is a critical enabler of
Mirriad's partnerships with the leading entertainment and media companies in
the US; and
· the signing of a strategic agreement with TripleLift Inc.
("TripleLift"), which operates a supply-side platform ("SSP") for advanced ad
formats that processes over one trillion monthly ad transactions across online
video, connected television and other channels.
Master Service Agreements
The Directors believe that the signing of the MSAs demonstrate that the
"Mirriad-inside" strategy of integrating in-content advertising across the
entire TV and video media ecosystem is gaining traction, and that the
Company's focus on the biggest companies in the largest market in the world is
creating a sea-change in the scale of new partners and helping establish the
Mirriad advertising format as a new industry gold standard.
In total, Mirriad's access to the addressable US TV advertising market through
its contractual relationships with media companies has grown from 9 per cent.
at the start of Q3 2023 to 39 per cent. at the date of this Announcement.
The Company is now working with seven out of the top ten media companies in
the US by share of the US TV advertising market. Crucially these partners are
now mobilising their sales forces, which are significantly larger in number
than Mirriad's, to sell in-content advertising utilising Mirriad's
technologies.
The Company is currently progressing negotiations with another major US media
companies and engaging with two more which, together with the existing
partners, would provide Mirriad with access to 87 per cent. of the US
advertising market once agreements have been signed. The Company expects to be
able to convert the majority of these discussions into partnerships during
2024. These media companies, together with those already signed up under the
MSAs, control premium content which the Directors believe will facilitate
sales and result in a higher yield to Mirriad, especially when compared to the
niche media players with whom the Company has worked historically.
The Company continues to generate momentum on the demand side, with a growing
list of major brands buying in content advertising. All six of the major
advertising agency groups are now well-briefed on Mirriad's technology and its
advantages and are actively either buying or evaluating content with Mirriad
in mind.
Whilst the US remains the core growth market for the Company, development in
Europe, with Germany and the UK at the centre, is continuing to progress with
FY23 revenues up around 93 per cent.. Mirriad is now taking to market 23 out
of the 25 shows Channel 4 have commissioned to air in 2024, as well as its
first content to air on Sky.
TPN Gold Shield
The award of a TPN Gold Shield to Mirriad reinforces the Company's ongoing
commitment to implementing stringent security protocols and aligns directly
with the Company's broader objective to integrate its in-content advertising
platform across the entire industry. The Directors believe that it is crucial
in enabling the Company to work with the most valuable content from the
biggest media companies and will reduce onboarding times with potential new
partners.
TripleLift and the launch of programmatic
The partnership with TripleLift will enable their SSP to facilitate automated
selling of in-content inventory from Mirriad's growing number of supply
partners into leading media buying platforms such as Google's DV360 and the
Trade Desk. This will give advertisers and media buyers the ability to buy
this inventory in their programmatic platform of choice, thus utilising
algorithms and technology platforms to automate buying, placement and
optimisation of digital media inventory on a massive scale, making the process
more efficient, precise and expandable than the traditional manual processes
Mirriad has used to date, especially for broadcast TV inventory.
Use of proceeds
At the time of the fundraise in May 2023, the Company announced that it would
be required to raise additional capital for the Company to achieve cash flow
break even and the Directors consider that it is appropriate to undertake the
Fundraising on the terms set out in this Announcement to enable the Company to
continue with the positive commercial momentum described above.
The net proceeds of the Fundraising will be used to fund ongoing operational
expenditure and working capital alongside modest investment in technology and
sales support operations. The resulting total expenditure over the next 12
months is expected to be allocated approximately 37 per cent. to technology
and product function development, approximately 15 per cent. to sales support,
approximately 15 per cent. to support staff, approximately 11 per cent. to
production and operations, approximately 5 per cent. to business development
and partnerships, approximately 3 per cent. to property and approximately 14
per cent. to all other costs.
The Directors believe that the proceeds of the Fundraise can provide
sufficient funding to take the Company towards cash flow break-even during
2025, based on the Board's expectations for revenue growth over the next 18
months, the expected sign up of the additional major US media companies as
described above, the exploitation of the partner-driven pipeline and the
launch of programmatic sales through its partners and in collaboration with
TripleLift.
3. Current trading and prospects
The Company announced its full year trading update on 24 January 2024, which
provided an update on the Group's performance in 2023. Subject to completion
of the audit, the Company expects to report revenue for the year ended 31
December 2023 of £1.8 million (FY22: £1.5 million), representing 31 per
cent. growth on a like for like basis. The Company's Adjusted EBITDA for the
year is expected to be a loss of c. £10.6 million (FY22: £11.3 million) and
cash at the year end was £6.1 million (31 December 2022: £14.0 million).
Revenue from the US in 2023 increased to approximately £1.4 million (FY22:
£1.2 million) and now represent approximately 80 per cent. of Group
revenues. This focus on the US is also reflected in the pipeline of
opportunities for 2024 and beyond - as at 31 March 2024, the Company had an
unweighted business pipeline of approximately £2.6 million of which
approximately £2.3 million is from the US, and around one third is from
supply partners that have signed up to MSAs in the past six months,
demonstrating that they are already contributing to potential new business.
KPIs
The Company reports certain operational key performance indicators ("KPIs") to
track commercial progress. The three supply side KPIs track the wider market
adoption of the Mirriad platform and the three demand side KPIs track the
development of the commercial relationships with agencies, advertisers and
partnerships.
The operational KPIs as at 31 December 2023 were as follows:
KPI FY23 FY22*** Percentage Change
Supply side:
1. Active supply partnerships* #49 #36 36%
2. Supply partners represented #83 #60 38%
3. Seconds of content available** 998,618 651,990 53%
Demand side:
1. Active agency relationships #31 #19 63%
2. Number of advertisers who have run campaigns #68 #50 36%
3. Strategic and commercials partnership agreements with advertisers and #1 #1 0%
agencies
* Defined as the number of supply partners who ran a campaign during the
period
** Defined as the total number of seconds of advertising inventory available
for sale during the period
*** On a like for like basis, excluding activities from discontinued
operations in China
Cost Savings
Following the Company's fundraise in May 2023, a number of cost savings
measures were implemented which targeted both staff and non-staff costs,
including a reduction of the existing staff base from 112 as at 31 December
2022 to 93 as at 31 December 2023 and reductions in non-staff expenditure with
a particular focus on property, software costs, marketing, research and
professional fees. This cost saving strategy resulted in £2 million of
annualised cost savings for the Company implemented in 2023.
The Company continues to identify further cost savings expected to be
implemented during 2024. The Company will surrender its current office lease
in London from July 2024, moving the UK operations to a remote working model
and new significantly smaller serviced offices contracted, which is expected
to result in a saving of approximately £450,000 per annum. The Company has
also identified a number of additional potential administrative savings of up
to approximately £250,000, to be implemented in the second half of 2024.
These cost savings are included in the figure of £11 million noted above. In
addition, the Directors have identified further operational cost savings of up
to £750,000, which could be implemented over the medium term with modest
upfront investment.
4. The Fundraising
4.1 The Placing
The Company has conditionally raised approximately £5.32 million (before
expenses) through the issue of the Placing Shares at the Issue Price, which
represents a discount of 43 per cent. to the closing mid-market price of 2.18
pence per Ordinary Share on 2 May 2024, being the last practicable date prior
to the publication of this Announcement. The Placing is being conducted in two
tranches, as follows:
· a Firm Placing of 53,751,000 Firm Placing Shares to be issued
pursuant to the Company's existing authorities to issue and allot equity
securities on a non-pre-emptive basis; and
· a Conditional Placing of a minimum of 371,849,000 Conditional
Placing Shares to be issued conditional upon, amongst other things, the
passing of the Resolutions at the General Meeting.
The aggregate number of Placing Shares that may be issued pursuant to the
Placing is a minimum of 425,600,000 new Ordinary Shares, representing
approximately 98.91 per cent. of the Enlarged Share Capital following Second
Admission.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, the Joint Bookrunners, as
agents for the Company, have conditionally agreed to use their reasonable
endeavours to procure subscribers for the Placing Shares. The Joint
Bookrunners have conditionally placed the Placing Shares with certain
institutional and other investors at the Issue Price. The Placing has not been
underwritten by the Joint Bookrunners.
The Firm Placing is conditional upon, amongst other things, the Placing
Agreement not having been terminated in accordance with its terms and First
Admission becoming effective.
The Conditional Placing is conditional upon, amongst other things, the
Resolutions being duly passed at the General Meeting, the Placing Agreement
not having been terminated in accordance with its terms and Second Admission
becoming effective on or before 8.00 a.m. on 28 May 2024 (or such later time
and/or date as the Company and the Joint Bookrunners may agree, but in any
event by no later than 8.00 a.m. on 10 June 2024).
The Placing Agreement contains customary warranties from the Company in favour
of the Joint Bookrunners in relation to, amongst other things, the accuracy of
the information in this Announcement and the Circular and other matters
relating to the Group and its business. In addition, the Company has agreed to
indemnify the Joint Bookrunners in relation to certain defined liabilities
that they may incur in respect of the Placing.
The Joint Bookrunners each have the right to terminate the Placing Agreement
in respect of their own rights and obligations in certain circumstances prior
to First Admission and Second Admission, in particular, in the event of a
material breach of the warranties given by the Company to the Joint
Bookrunners in the Placing Agreement or a material adverse change affecting
the business, financial trading position or prospects of the Company or the
Group as a whole.
Following the First Admission, the Placing Agreement is not capable of
termination to the extent that it relates to the Firm Placing of the Firm
Placing Shares. If any termination occurs after the Firm Admission, only the
obligations of the Joint Bookrunners in respect of the Conditional Placing,
the Retail Offer and Second Admission shall be terminated.
The Placing Agreement also provides for the Company to pay the reasonably
incurred costs, charges and expenses of, or incidental to, the Placing
including legal and other professional fees and expenses.
The Placing Shares have not been made available to the public and have not
been offered or sold in any jurisdiction where it would be unlawful to do so.
The Firm Placing is not conditional on the Conditional Placing, the Retail
Offer, the Directors' Subscription or the passing of the Resolutions at the
General Meeting. As such, the Firm Placing will not be affected by any or all
of the above failing to complete for any reason.
Shareholders should be aware that the Resolutions must be passed by
Shareholders at the General Meeting in order for the Conditional Placing, the
Retail Offer and the Directors' Subscription to proceed. If the Resolutions
are not passed, only the net proceeds of the Firm Placing will be received by
the Company.
4.2 The Retail Offer
The Board is supportive of the Pre-Emption Group guidance that encourages
companies to consider the inclusion of retail shareholders when issuing shares
non-pre-emptively. After consideration of the various options available to it,
the Company believes that the separate Retail Offer is in the best interests
of Shareholders, as well as wider stakeholders in the Company. Accordingly,
the Company announced a separate retail offer to existing shareholders of the
Company via REX of up to 44,000,000 new Ordinary Shares (the "Retail Offer
Shares") to conditionally raise up to a further £0.55 million (before
expenses) at the Issue Price.
The REX engagement letter
Pursuant to a letter of engagement entered into on 30 April 2024, the Company
appointed REX to be the arranger of the Retail Offer and the Retail Investors
will participate through certain intermediaries. Pursuant to this letter of
engagement, the Company has agreed to pay to REX a commission on the Company's
proceeds from the Retail Offer.
4.3 The Directors' Subscription
The Company intends to raise an additional £180,000 (before expenses) by way
of a Directors' Subscription from the Participating Directors through the
issue of the 14,400,000 Subscription Shares at the Issue Price.
The proposed Directors' Subscription is conditional upon, amongst other
things, the passing of the Resolutions, the Preliminary Results being
published, Second Admission occurring on or before 8.00 a.m. on 28 May 2024
(or such later date and/or time as the Joint Bookrunners and the Company may
agree, being not later than 8.00 a.m. on 10 June 2024).
Accordingly, once the closed period referred to in paragraph 1 above has
ended, the Participating Directors intend to subscribe for 14,400,000
Subscription Shares at the Issue Price as follows:
Amount (£) Number of
Subscription Shares
Stephan Beringer 40,000 3,200,000
Nic Hellyer 20,000 1,600,000
Bob Head 20,000 1,600,000
James Black* 100,000 8,000,000
Total 180,000 14,400,000
*Proposed Director
4.4 Settlement and dealings
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM.
It is expected that First Admission will become effective, and that dealings
in the Firm Placing Shares will commence, at 8.00 a.m. on 9 May 2024. It is
expected that Second Admission will become effective, and that dealings in the
Conditional Placing Shares and the Retail Offer Shares will commence, at 8.00
a.m. on 28 May 2024. As Third Admission cannot take place until the closed
period referred to in paragraph 1 above has ended, the Company will make a
further announcement through a Regulatory Information Service confirming when
it is expected that Third Admission will become effective and dealings in the
Subscription Shares will commence.
The New Ordinary Shares will, when issued, rank pari passu in all respects
with the Existing Ordinary Shares and will rank in full for all dividends and
other distributions declared, made or paid on Ordinary Shares after Admission.
5 The General Meeting
Set out at the end of the Circular is a notice convening the General Meeting to be held on 23 May 2024 at the Company's offices, at 96 Great Suffolk Street, London SE1 0BE at 10.00 a.m., at which the Resolutions will be proposed for the purposes of implementing the Fundraising in full.
Resolution 1, which will be proposed as an ordinary resolution, is to authorise the Directors to allot the New Ordinary Shares in connection with the Fundraising (other than the Firm Placing Shares) provided that such authority shall expire on the date falling 18 months after the date of the resolution or on the date of the next annual general meeting of the Company, whichever is the earlier.
Resolution 2, which will be proposed as a special resolution, and which is conditional upon the passing of Resolution 1, disapplies Shareholders' statutory pre-emption rights in relation to the issue of the New Ordinary Shares pursuant to the Fundraising (other than the Firm Placing Shares) but subject to such exclusions or other arrangements, such as fractional entitlements and overseas shareholders as the Director's consider necessary, provided that such authority shall expire on the date falling 18 months after the date of the resolution or on the date of the next annual general meeting of the Company, whichever is the earlier.
APPENDIX II - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX II AND OTHER APPENDICES THERETO
(TOGETHER, THE "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, INTO OR FROM 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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN MIRRIAD ADVERTISING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF MIRRIAD ADVERTISING PLC.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING IS BEING MADE IN THE UNITED STATES.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO: (A) FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER");OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.") OF THE ORDER; OR (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL
TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA) (THE "UNITED STATES" ) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S
UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO
PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES
OR ELSEWHERE.
The distribution of this Announcement and/or the issue of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company, the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers, consultants, partners or employees
("Representatives") that would permit an offering of the New Ordinary Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Joint Bookrunners to
inform themselves about, and to observe, such restrictions. Any failure to
comply with this restriction may constitute a violation of the securities laws
of such jurisdictions. Persons needing advice should consult an independent
financial adviser.
This Announcement and/or any part of it is for information purposes only and
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, the Republic of South Africa or Japan
or any other jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such jurisdiction.
The content of this Announcement (including this Appendix II) has not been
approved by an authorised person within the meaning of the FSMA. All offers of
the New Ordinary Shares in the United Kingdom will be made pursuant to an
exemption from the requirement to produce a prospectus under the UK Prospectus
Regulation. In the United Kingdom, this Announcement is being directed solely
at persons in circumstances in which section 21(1) of the FSMA does not
require the approval of the relevant communication by an authorised person.
Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this Announcement. Any representation to the contrary is a
criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South African
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the New Ordinary Shares and the New Ordinary Shares have not been,
nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia, Canada,
Japan or the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is applicable)
be offered, sold, resold or delivered, directly or indirectly, in or into,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so would be unlawful.
Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.
Persons who are invited to and who choose to participate in the Placing, by
making a legally binding offer to acquire the Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire the
Placing Shares is given, will be deemed: (i) to have read and understood this
Announcement in its entirety and, in particular, the information provided in
the "Important Notices" section of this Announcement; and (ii) to be
participating in the Placing and making such an offer to acquire the Placing
Shares on the terms and conditions, and to be providing (and shall only be
permitted to participate in the Placing on the basis that they have provided)
the representations, warranties, acknowledgements and undertakings, contained
in this Appendix II.
Unless otherwise stated, defined terms used in this Appendix II have the
meaning set out in Appendix III.
In this Appendix II, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up the Placing Shares has been given and who has
been invited to participate in the Placing by the Joint Bookrunners.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, REGULATORY,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.
In particular each such Placee confirms, represents, warrants, agrees,
acknowledges and undertakes to the Joint Bookrunners and the Company that:
1. it is and, at the time the Placing Shares are acquired, it
will be outside the United States and is acquiring the Placing Shares in an
"offshore transaction" in accordance with Regulation S under the Securities
Act ("Regulation S"); and
2. it is acquiring beneficial interests in the Placing Shares
for its own account; if acquiring the Placing Shares for the account of one or
more other persons, it has sole investment discretion with respect to each
such account and full power and authority to make the representations,
warranties, agreements and acknowledgements herein on behalf of each such
account; and
3. it is acquiring the Placing Shares for its own account or
it is acquiring the Placing Shares for an account with respect to which it has
authority to exercise, and is exercising, sole investment discretion and has
authority to make and does make the confirmations, representations,
warranties, indemnities, acknowledgments, undertakings and agreements
contained in this Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix II; and
5. it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any of the Placing Shares that are
allocated to it for the purposes of its business, and in the case of a
Relevant Person in the United Kingdom who acquires any Placing Shares pursuant
to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the UK Prospectus Regulation; and
(b) if it is a financial intermediary, as that term is used in
Article 5(1) of the UK Prospectus Regulation, that it understands the resale
and transfer restrictions set out in this Appendix II and that any Placing
Shares it acquires in the Placing will not be acquired on a non-discretionary
basis on behalf of, nor will they be acquired with a view to their offer or
resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale to Qualified Investors
in the United Kingdom under the UK Prospectus Regulation, or in circumstances
in which the prior consent of the Joint Bookrunners has been given and to each
such proposed offer or resale; and
6. the Company and each of the Joint Bookrunners will rely on
the truth and accuracy of the foregoing representations, warranties and
acknowledgements.
Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix (or
the Announcement of which it forms part) should seek appropriate advice before
taking any action. Persons into whose possession this Announcement are
required by the Company and the Joint Bookrunners to inform themselves about,
and to observe, any such restrictions.
These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Joint Bookrunners and the Company
to be bound by these terms and conditions as being the terms and conditions
upon which the Placing Shares will be issued or acquired. A Placee shall,
without limitation, become so bound if either of the Joint Bookrunners
confirms to such Placee its allocation of the Placing Shares.
Upon being notified of its allocation of the Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Issue Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.
Timetable for the Placing
Various dates referred to in the Announcement are stated on the basis of the
expected timetable for the Placing which is detailed in the Announcement under
the heading "Expected timetable of principal events". It is possible that some
of these dates may be changed.
Details of the Placing, the Placing Agreement and the Placing Shares
This Appendix II gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
The Joint Bookrunners and the Company have today entered into the Placing
Agreement under which, subject to the terms and conditions set out in that
agreement, the Joint Bookrunners have agreed to use their respective
reasonable endeavours, as agents for and on behalf of the Company, to procure
Placees who will (subject to the satisfaction or (where capable of waiver)
waiver of the conditions contained in the Placing Agreement) subscribe for the
Placing Shares at the Issue Price. The Placing is not being underwritten.
The Placing will be made in two tranches:
· The first tranche will comprise the Firm Placing, under which the
Firm Placing Shares will be issued at the Issue Price pursuant to the
Company's existing authorities to issue and allot equity securities on a
non-pre-emptive basis, granted at the Company's 2023 annual general meeting.
The Firm Placing is conditional upon, amongst other things, First Admission
becoming effective and the Placing Agreement not being terminated in
accordance with its terms.
· The second tranche will comprise the Conditional Placing, under
which the Conditional Placing Shares will be issued at the Issue Price
pursuant to the new share authorities being sought at the General Meeting.
Accordingly, the Conditional Placing is conditional upon, amongst other
things, the Resolutions being passed at the General Meeting, Conditional
Admission becoming effective and the Placing Agreement not being terminated in
accordance with its terms.
The Placing is conditional upon the Placing Agreement becoming unconditional
in all respects and not having been terminated in accordance with its terms.
The Placing Shares will, when issued, be subject to the articles of
association of the Company (the "Articles"), be credited as fully paid and
will on First Admission or Second Admission, as applicable, rank pari passu in
all respects with the Existing Ordinary Shares, including, without limitation,
the right to receive all dividends and other distributions declared, paid or
made in respect of such Existing Ordinary Shares after the dates of issue of
such Placing Shares.
Applications for admission to trading
Applications will be made to the London Stock Exchange for admission of the
Firm Placing Shares and Conditional Placing Shares, respectively, to trading
on AIM.
Subject to the conditions for the Firm Placing being met, it is expected that
admission of the Firm Placing Shares will take place on or before 8.00 a.m. on
9 May 2024 and that dealings in the Firm Placing Shares on AIM will commence
at the same time.
The Conditional Placing Shares will be issued conditional upon, amongst other
things, the passing of the Resolutions to be proposed at the General Meeting.
It is expected that admission of the Conditional Placing Shares will take
place on or before 8.00 a.m. on 28 May 2024 and that dealings in the
Conditional Placing Shares on AIM will commence at the same time.
Lock up
As part of the Placing, the Company has (other than in relation to the issue
of the Subscription Shares and the Retail Offer Shares) agreed that it will
not issue or sell any Ordinary Shares for a period of 90 days after Second
Admission without the prior written consent of the Joint Bookrunners (such
consent not to be unreasonably withheld or delayed). This agreement is subject
to certain customary exceptions and does not prevent the grant or exercise of
options under any of the Company's existing share incentives and share option
schemes, or following Second Admission the issue by the Company of any
Ordinary Shares upon the exercise of any right or option or the conversion of
a security already in existence.
Bookbuilding Process
The Joint Bookrunners will today commence an accelerated bookbuilding process
(the "Bookbuilding Process") to determine demand for participation in the
Placing by potential Placees. The Bookbuilding Process will open with
immediate effect and is expected to close later today, but, in any event, not
later than 8.00 a.m. tomorrow morning.
The price per Placing Share (the "Issue Price") is fixed at 1.25 pence and is
payable to the Joint Bookrunners (as agents for the Company) by all Placees
whose bids are successful. The number of Firm Placing Shares and Conditional
Placing Shares to be issued will be agreed between the Joint Bookrunners and
the Company following completion of the Bookbuilding Process. The Company will
then release an announcement through a Regulatory Information Service
confirming the number of Firm Placing Shares and Conditional Placing Shares to
be issued and the amount to be raised under the Placing (such announcement
being the "Placing Results Announcement").
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuilding Process as they may, in their
sole discretion, determine.
No commissions will be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing
To bid in the Bookbuilding Process, Placees should communicate their bid by
telephone or email to their usual sales contact at either Joint Bookrunner.
Each bid should state the number of Ordinary Shares which a Placee wishes to
acquire at the Issue Price.
The Joint Bookrunners are arranging the Placing within the UK severally and
not jointly or jointly and severally as agent for and on behalf of the
Company. Participation in the Placing will only be available to Placees who
may lawfully be, and are, invited to participate by the Joint Bookrunners. The
Joint Bookrunners and any of their respective affiliates (as defined below)
are entitled to enter bids in the Bookbuilding Process. However, the Placing
is not being underwritten by the Joint Bookrunners shall not be obliged to
underwrite any of the Placing Shares or to subscribe for any of the Placing
Shares.
The Bookbuilding Process is expected to close no later than 8.00 a.m. on 3 May
2024 but may be closed earlier or later subject to the agreement of the Joint
Bookrunners and the Company. The Joint Bookrunners may, in agreement with
the Company, accept bids that are received after the Bookbuilding Process has
closed. The Company reserves the right (subject to the agreement of the Joint
Bookrunners) to reduce or seek to increase the amount to be raised pursuant to
the Placing, in its discretion. Following, amongst other things, the close of
the Bookbuilding Process, the Company will release the Placing Results
Announcement detailing the aggregate number of the Placing Shares to be
issued.
Allenby Capital will determine in its absolute discretion, after reasonable
consultation with Baden Hill and the Company, the extent of each Placee's
participation in the Placing, which will not necessarily be the same for each
Placee. No element of the Placing will be underwritten. A Placee's commitment
to acquire a fixed number of Placing Shares under the Placing will be agreed
orally or by email with the relevant Joint Bookrunner as agent of the Company
(the "Confirmation").
The Confirmation will constitute an irrevocable legally binding commitment
upon that person (who will at that point become a Placee) to subscribe for the
number and proportion of Firm Placing Shares and Conditional Placing Shares
allocated to it at the Issue Price on the terms and conditions set out in this
Appendix II and in accordance with the Articles. For the avoidance of doubt,
the Confirmation constitutes each Placee's irrevocable legally binding
agreement, subject to the Placing Agreement not having been terminated, to pay
the aggregate settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number and proportion of Firm Placing
Shares and Conditional Placing Shares (if any) subscribed for by any other
investor(s).
The Joint Bookrunners reserve the right to scale back the number of Placing
Shares to be subscribed by any Placee in the event of an oversubscription
under the Placing. The Joint Bookrunners also reserve the right not to accept
offers for Placing Shares or to accept such offers in part rather than in
whole.
On the assumption that the conditions set out in the Placing Agreement in
respect of First Admission and Second Admission (as applicable) are satisfied
(or waived) and that the Placing Agreement does not lapse and is not
terminated in accordance with its terms on or prior to 22 May 2024 in respect
of First Admission and 10 June 2024 in respect of Second Admission (as
applicable), each Placee will be required to pay to the Joint Bookrunners, on
the Company's behalf, the Issue Price for each Placing Shares agreed to be
acquired by it under the Placing in accordance with the terms set out herein.
Each Placee's obligation to acquire and pay for the Placing Shares under the
Placing will be owed to the Joint Bookrunners and the Company. Following the
Confirmation, each Placee has an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners (as agents for the Company), to pay
to it (or as it may direct) in cleared funds an amount equal to the product of
the Issue Price and the number of Placing Shares for which such Placee has
agreed to subscribe. Neither Joint Bookrunner shall be obliged to make any
payment to the Company in respect of a subscription obligation of any Placee.
The price of securities and income from them may go down as well as up and
investors may not get back the full amount on disposal of the securities. The
Joint Bookrunners and the Company shall be entitled to effect the Placing by
such alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.
Save in the event of fraud on its part (and to the fullest extent permitted by
law and applicable rules of the FCA (the "FCA Rules")), none of: (i) Allenby
Capital; (ii) Baden Hill; (iii) any of the Joint Bookrunners' respective
Representatives; or (iv) to the extent not contained within (i) - (iii), any
person connected with either of the Joint Bookrunners as defined in the FCA
Rules ((i), (ii), (iii) and (iv) being together "affiliates" and individually
an "affiliate"), shall have any liability to any Placee or to any person
(whether acting on behalf of a Placee or otherwise) other than the Company in
respect of the Placing or in respect of its conduct of the Bookbuilding
Process or of any alternative method that they may adopt for carrying out the
Placing, and where any such liability nevertheless arises as a matter of law,
each Placee shall immediately waive any claim which it may have against any
affiliate in respect thereof.
Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or agent), other
than with such Placee's prior written consent.
Irrespective of the time at which a Placee's participation in the Placing is
confirmed, settlement for all Placing Shares to be subscribed for pursuant to
the Firm Placing and the Conditional Placing, respectively, will be required
to be made at the same time as other Placees under the Firm Placing Shares and
Conditional Placing, on the basis explained below under 'Registration and
settlement'.
Completion of the Placing will be subject to the fulfilment of the conditions
referred to below under 'Conditions of the Placing' and to the Placing not
being terminated on the basis referred to below under 'Right to terminate
under the Placing Agreement'. In the event that the Placing Agreement is not
entered into or does not otherwise become unconditional in any respect or,
after having been entered into, is terminated, the Placing will not proceed
and all funds delivered by the Placee to either of the Joint Bookrunners in
respect of the Placee's participation will be returned to the Placee at the
Placee's risk without interest.
By participating in the Placing, each Placee agrees that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not otherwise be capable of rescission or termination
by the Placee.
By participating in the Placing, each Placee will be deemed to have read and
understood this Announcement in their entirety and to be participating in the
Placing upon the terms and conditions contained in this Appendix II, and to be
providing the confirmations, representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in this Appendix
II.
Conditions of the Placing
The Placing is, and the obligations of the Joint Bookrunners under the Placing
Agreement are, conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.
The Firm Placing is conditional upon, amongst other things:
i. in the opinion of either or both of the Joint Bookrunners
(acting in good faith), none of the warranties contained in the Placing
Agreement that are given by the Company being untrue, inaccurate or misleading
on and as of the date of the Placing Agreement nor ceasing to be true and
accurate or having become misleading as at First Admission, with reference to
the facts and circumstances which shall then exist;
ii. First Admission having become effective in accordance
with the AIM Rules by no later than 8:00 a.m. on 9 May 2024 (or such other
time and/or date as may be agreed between the Company and the Joint
Bookrunners, not being later than 8:00 a.m. on 22 May 2024;
iii. the Company having complied with its obligations under
the Placing Agreement to the extent that the same fall to be performed prior
to First Admission; and
iv. the Company allotting, subject only to First Admission,
the Firm Placing Shares in accordance with the Placing Agreement.
The Conditional Placing is conditional upon, amongst other things:
i. First Admission having becoming effective;
ii. in the opinion of either or both of the Joint
Bookrunners (acting in good faith), none of the warranties contained in the
Placing Agreement that are given by the Company being untrue, inaccurate or
misleading on and as of the date of the Placing Agreement nor ceasing to be
true and accurate or having become misleading as at Second Admission, with
reference to the facts and circumstances which shall then exist;
iii. Second Admission having become effective in accordance
with the AIM Rules by no later than no later than 8:00 a.m. on 28 May 2024 (or
such other time and/or date as may be agreed between the Company and the Joint
Bookrunners, not being later than 8:00 a.m. on 10 June 2024;
iv. the Company having complied with its obligations under the
Placing Agreement to the extent that the same fall to be performed prior to
Second Admission;
v. the passing of the Resolutions at the General Meeting (or
at any adjournment thereof) without any amendment; and
vi. the Company allotting, subject only to Second Admission,
the Conditional Placing Shares in accordance with the Placing Agreement and
the Retail Offer Shares in accordance with the Retail Offer.
If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not satisfied (or waived, if capable of waiver); or
(ii) have become incapable of being satisfied on or before 22 May 2024 in
respect of First Admission and 10 June 2024 in respect of Second Admission (as
applicable) and/or have not been waived; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will not proceed
and the Placee's rights and obligations in relation to the Placing Shares
shall cease and determine at such time and each Placee agrees that no claim
can be made by or on behalf of the Placee (or any person on whose behalf the
Placee is acting) in respect thereof.
All obligations assumed by the Placee under the terms and conditions of the
Placing are given to each of the Joint Bookrunners, in their respective
capacities as agents for the Company and are therefore directly enforceable by
the Company.
By accepting the Placing Shares, each Placee irrevocably agrees that: (i) the
Company and the Joint Bookrunners may jointly, in their absolute discretion,
and upon such terms as they think fit exercise the right to extend the time
for fulfilment of any of the conditions to the Placing Agreement expressed to
be capable of waiver or extension (provided that such extension will not
extend later than 22 May 2024 in respect of First Admission and 10 June 2024
in respect of Second Admission (as applicable)); (ii) that either of the Joint
Bookrunners may, where capable of waiver, waive, in whole or in part,
fulfilment of certain of the conditions to the Placing Agreement and may
terminate the Placing Agreement in certain circumstances prior to Second
Admission, in each case without consulting with any Placee; and (iii) that
neither of the Joint Bookrunners, nor any of their respective affiliates shall
have any liability (whether in contract, tort or otherwise) to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition to the
Placing nor for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally. Any such extension or waiver
will not affect the Placees' commitments as set out in this Appendix II. If
there is any change to the timetable Placees will be notified at the first
practicable opportunity.
By participating in the Bookbuilding Process, each Placee agrees that its
rights and obligations hereunder terminate only in the circumstances described
above and under 'Right to terminate under the Placing Agreement' below and
will not be capable of rescission or termination by the Placee.
Right to terminate under the Placing Agreement
The Placing Agreement contains certain undertakings and warranties given by
the Company for the benefit of each of the Joint Bookrunners and indemnities
given by the Company relating to certain potential liabilities of the Joint
Bookrunners. In addition, the Joint Bookrunners each have certain rights to
terminate the Placing Agreement at any time prior to Second Admission if,
amongst other things, there has, in the opinion of the relevant Joint
Bookrunner, been a breach of warranty given to it or an event of force majeure
that is material in the context of the Placing.
Following First Admission, the Placing Agreement is not capable of termination
to the extent that such termination provisions relate to the Firm Placing. If
any termination occurs after the First Admission, only the obligations of the
Joint Bookrunners in respect of the Conditional Placing, the Retail Offer and
Second Admission shall be terminated.
Upon termination of the Placing Agreement, the Placing will not occur and the
parties to the Placing Agreement shall be released and discharged (except for
any liability arising before or in relation to such termination) from their
respective obligations under or pursuant to the Placing Agreement, subject to
certain exceptions.
The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of
any right of termination or other right or discretion under the Placing
Agreement shall be within the absolute discretion of the Company or the Joint
Bookrunners and that neither the Company nor the Joint Bookrunners need make
any reference to Placees and that none of the Company, the Joint Bookrunners
nor any of their respective Representatives shall have any liability to
Placees whatsoever in connection with any such exercise or failure to
exercise. Each Placee further agrees that they will have no rights against the
Joint Bookrunners, the Company or any of their respective directors or
employees under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended).
By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the Placing" section above and will not be capable of
rescission or termination by it after the issue by the Joint Bookrunners of a
Trade Confirmation (as defined below) or other (oral or written) confirmation
confirming each Placee's allocation and commitment in the Placing.
No prospectus
The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No offering document,
prospectus or admission document has been, or will be, submitted to or be
approved by the FCA (or any other authority) or submitted to the London Stock
Exchange in relation to the Placing, the Placing Shares and/or First Admission
and no such prospectus is required to be published in the United Kingdom or
any equivalent document in any other jurisdiction.
Placees' commitments will be made solely on the basis of: (i) the information
contained in this Announcement; (ii) any information publicly announced
through a Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement; and (iii) the business and financial
information that the Company is required to publish in accordance with the AIM
Rules and MAR (together, the "Publicly Available Information"), and subject to
the further terms set forth in the relevant Trade Confirmation (as defined
below) or other (oral or written) confirmation to be provided by the Joint
Bookrunners to individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms to
each of the Joint Bookrunners and the Company that it has neither received nor
relied on any other information (other than the Publicly Available
Information), representation, warranty or statement made by or on behalf of
the Company, the Joint Bookrunners or any other person. None of the Company,
the Joint Bookrunners, nor any of their respective Representatives or
affiliates or any other person will be liable for any Placee's decision to
participate in the Placing based on any other information, representation,
warranty or statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Firm Placing Shares following First
Admission and in the Conditional Placing Shares and Retail Offer Shares
following Second Admission will take place within the system administered by
CREST, subject to certain exceptions. Settlement will be on a delivery versus
payment basis.
However, in the event of any material issues with the CREST system that
results in failure in the admission of the Placing Shares to CREST or the use
of CREST in relation to the Placing, the Company and the Joint Bookrunners may
agree that the Placing Shares should be issued in certificated form. The Joint
Bookrunners and the Company reserve the right to require settlement for the
Placing Shares, and delivery of the Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in the jurisdiction in which a Placee is located.
Participation in the Placing is only available to persons who are invited to
participate in it by the Joint Bookrunners.
A Placee's commitment to acquire a fixed number of Placing Shares under the
Placing will be agreed orally or in writing with the Joint Bookrunners. Such
agreement will constitute a legally binding commitment on such Placee's part
to acquire that number of Placing Shares at the Issue Price on the terms and
conditions set out or referred to in this Appendix II and subject to the
Articles.
Following the close of the Bookbuilding Process, each Placee allocated Placing
Shares in the Placing will be sent a trade confirmation via email, or will be
sent another (oral or written) confirmation, stating the number of Placing
Shares allocated to it at the Issue Price and the aggregate amount owed by
such Placee to Allenby Capital and, either in the same communication or a
separate communication, settlement instructions (the "Trade Confirmation").
The terms of this Appendix II will be deemed incorporated in such Trade
Confirmation or other (oral or written) confirmation.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Allenby
Capital. Settlement for the Placing Shares will be through Allenby Capital
against CREST participant account: 789/Member Account ID: ALLENB. For the
avoidance of doubt, Placing allocations will be booked with a trade date of 3
May 2024. The settlement date for the Firm Placing Shares will be 9 May 2024
and for the Conditional Placing Shares will be 28 May 2024. Each of the
dates set out in this paragraph are subject to amendment at the absolute
discretion of Allenby Capital. Allenby Capital shall notify the Placees and
any person acting on behalf of the Placees of any such changes.
Interest is chargeable in respect of payments not received for value on the
due date in accordance with the arrangements set out above at the rate of 2
percentage points above the prevailing Sterling Overnight Index Average as
determined by Allenby Capital.
The relevant settlement details for the Placing Shares are as follows:
CREST Participant ID of Allenby Capital: 789
Member Account ID: ALLENB
Expected trade date: 3 May 2024
Settlement Date (Firm Placing Shares): 9 May 2024
Settlement Date (Conditional Placing Shares): 28 May 2024
ISIN code for the Firm Placing Shares: GB00BF52QY14
ISIN code for the Conditional Placing Shares: GB00BF52QY14
Deadline for Placee to input instructions into CREST: 12.00 p.m. on 8 May 2024
Whilst the Joint Bookrunners do not believe there to be any liability to stamp
duty or stamp duty reserve tax in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Placing Shares, should any such stamp duty
or stamp duty reserve tax be payable (or, for the avoidance of doubt, if any
stamp duty or stamp duty reserve tax is payable in connection with any
subsequent transfer or agreement to transfer Placing Shares), it shall be
entirely for the Placee's account and neither the Company nor either of the
Joint Bookrunners will have any liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with these
obligations, the Joint Bookrunners may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the Company's account and benefit, an amount equal to the aggregate amount
owed by the Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by it and may
be required to bear any stamp duty or stamp duty reserve tax (together with
any interest or penalties) which may arise upon the sale of such Placing
Shares on such Placee's behalf. By communicating a bid for Placing Shares,
such Placee confers on the Joint Bookrunners all such authorities and powers
necessary to carry out such sale and agrees to ratify and confirm all actions
which the relevant Joint Bookrunner lawfully takes in pursuance of such sale.
If the Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the Trade Confirmation is copied and
delivered immediately to the relevant person within that organisation. Insofar
as the Placing Shares are registered in a Placee's name or that of its nominee
or in the name of any person for whom a Placee is contracting as agent or that
of a nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or commission in
connection with the Placing. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably confirms, acknowledges, undertakes, represents,
warrants and agrees (for itself and for any such prospective Placee) with the
Company and the Joint Bookrunners (each in their capacity as joint broker and
placing agents of the Company in connection with the Placing), in each case as
a fundamental term of the Placee's application for the Placing Shares, as
follows:
1. it has read this Announcement in its entirety and
acknowledges and agrees that its participation in the Placing and its
subscription for Placing Shares will be subject to the terms, conditions,
confirmations, representations, warranties, acknowledgments, agreements and
undertakings and other information contained herein and to the provisions of
the Placing Agreement and the Articles in force both before and immediately
after First Admission or Second Admission, as applicable, and that it has not
relied on, and will not rely on, any information given or any representations,
warranties or statements made at any time by any person in connection with
First Admission or Second Admission, as applicable, the Placing, the Company,
the Placing Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2. its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any circumstances;
3. that its commitment to acquire the Placing Shares on the
terms set out herein and in this Announcement and the Trade Confirmation or
other form of confirmation will continue notwithstanding any amendment that
may in future be made to the terms and conditions of the Placing and Placees
will have no right to be consulted or require that their consents be obtained
with respect to the Company's or the Joint Bookrunners conduct of the Placing;
4. that the exercise by the Joint Bookrunners of any rights or
discretion under the Placing Agreement shall be within the absolute discretion
of each of the Joint Bookrunners and neither Joint Bookrunner need have any
reference to the Placee and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any such right and
that it has no rights against either of the Joint Bookrunners or the Company,
or any of their respective Representatives under the Placing Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
5. that it is not relying on any information or representation
or warranty in relation to the Company or any of its subsidiaries or any of
the Placing Shares other than as contained in this Announcement; and that
neither the Company, the Joint Bookrunners nor any of their respective
Representatives will have any liability for any such other information or
representation;
6. that it has relied on its own assessment and investigation
of the business, financial or other position of the Company, the Placing
(including its terms and conditions) and the Placing Shares, satisfied itself
that the information is still current and relied on that investigation in
determining whether to participate in the Placing, and (a) has satisfied
itself concerning legal, regulatory, tax, business, currency, financial and
other economic considerations in connection herewith to the extent it deems
necessary; (b) had access to review Publicly Available Information concerning
the Company that it considers necessary or appropriate and sufficient in
making an investment decision and to determine whether to participate in the
Placing; (c) reviewed such information as it believes necessary or appropriate
in connection with its subscription of the Placing Shares; and (d) made its
investment decision based solely upon its own judgment, due diligence and
analysis and not upon any view expressed or information provided by or on
behalf of the Joint Bookrunners, the Company or any other person otherwise
than as set out in this Announcement;
7. the Ordinary Shares are admitted to trading on AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and MAR, which includes
a description of the nature of the Company's business and the Company's most
recent balance sheet and profit and loss account and that it is able to obtain
or access such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
8. that it understands and agrees that it may not rely, and
has not relied, on any investigation that the Joint Bookrunners, any of their
respective affiliates or any person acting on their behalf, may or may not
have conducted with respect to the Company, the Placing Shares or the Placing,
and that none of the Joint Bookrunners, the Company, any of their respective
Representatives and/or affiliates, or any person acting on behalf of them has
provided, and will not provide, any material regarding the Placing Shares, the
Bookbuilding Process, the Placing or the Company (other than this Announcement
and the Publicly Available Information);
9. that none of the Joint Bookrunners, the Company, nor any of
their respective Representatives and/or affiliates nor any person acting on
behalf of any of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the basis that it
is not and will not be a client of either Joint Bookrunner for the purposes of
the Placing;
10. that none of the Joint Bookrunners nor any of their
respective Representatives and/or affiliates, nor any person acting on behalf
of any of them have any duties or responsibilities to it or, as the case may
be, its clients similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book ("COBS");
that neither of the Joint Bookrunners are acting for it or its clients; and
that neither of the Joint Bookrunners will be responsible for providing
protections afforded to its clients or for providing advice in relation to the
transactions described in this Announcement nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor the exercise or performance of either of the Joint
Bookrunners' rights and obligations thereunder including any rights to waive
or vary any conditions or exercise any termination right;
11. accordingly, it acknowledges and agrees that it will not
hold either Joint Bookrunner or any of their respective affiliates or any
person acting on their behalf responsible or liable for any misstatements in
or omission from any Publicly Available Information relating to the Company or
information made available (whether in written or oral form) in presentations
or as part of roadshow discussions with investors relating to the Company (the
"Information") and that neither Joint Bookrunner, nor their respective
Representatives and/or affiliates nor any person acting on behalf of either
Joint Bookrunner makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
12. that none of the Joint Bookrunners, nor the Company, nor any
of their respective Representatives and/or affiliates nor any person acting on
behalf of any of them has or shall have any liability for any Publicly
Available Information or any representation, warranty or statement, express or
implied, relating to the Company or the Group contained therein or otherwise,
provided that nothing in this paragraph excludes the liability of any person
for fraudulent misrepresentation made by that person;
13. it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be, a national
or resident of the United States, Australia, Canada, the Republic of South
Africa or Japan (each a "Restricted Jurisdiction") or a corporation,
partnership or other entity organised under the laws of a Restricted
Jurisdiction or of any jurisdiction which would be unlawful and that it will
not offer, sell, renounce, transfer or deliver directly or indirectly any of
the Placing Shares (or any part thereof) in a Restricted Jurisdiction or any
jurisdiction where to do so would be unlawful or any person resident in a
Restricted Jurisdiction or in any jurisdiction where to do so would be
unlawful and it acknowledges and agrees that the Placing Shares (or any part
thereof) have not been and will not be registered under the Securities Act or
with any securities regulatory authority of any state or jurisdiction of the
United States, or the relevant securities legislation of any Restricted
Jurisdiction and therefore Placing Shares (or any part thereof) may not be
offered for sale, and may not be, directly or indirectly, offered, sold,
renounced, transferred or delivered, in or into a Restricted Jurisdiction or
their respective territories and possessions, or in any jurisdiction which to
do would be unlawful unless pursuant to a relevant exemption;
14. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentational or
other materials concerning the Placing in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any such
materials to any person;
15. it understands that: (i) the Placing Shares are "restricted
securities" within the meaning of Rule 144(a)(3) of the Securities Act and
will be subject to restrictions on resale and transfer (ii) no representation
is made as to the availability of any exemption under the Securities Act for
resales or transfers of Placing Shares;
16. it will not offer, sell, transfer, pledge or otherwise
dispose of any Placing Shares except: (i) pursuant to a registration statement
that has been declared effective under the Securities Act or (ii) pursuant to
an exemption from registration under the Securities Act, if available, and in
each case in accordance with all applicable securities laws of the states of
the United States and other jurisdictions;
1. 17. it is not located in the United States at the time the buy order is originated and it represents it is not taking up the Placing Shares as a result of any "directed selling efforts" (as defined in Regulation S);
18. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at the time
the undertaking to subscribe for the Placing Shares is given;
19. it acknowledges and agrees that its purchase of the Placing
Shares does not trigger, in the jurisdiction in which it is resident or
located: (i) any obligation to prepare or file a prospectus or similar
document or any other report in respect to such purchase; (ii) any disclosure
or reporting obligation of the Company; or (iii) any registration or other
obligation on the part of the Company, but that if required by applicable
securities laws or as otherwise reasonably requested by the Company, the
Placee will execute, deliver and file and otherwise assist the Company in
filing reports, questionnaires, undertakings and other documents with respect
to the issue of the Placing Shares;
20. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws and regulations of all
relevant jurisdictions which apply to it and that: (i) it has fully observed
such laws and regulations; (ii) it has obtained all necessary capacity,
consents and authorities (regulatory or otherwise) to enable it to give its
commitment to subscribe for the Placing Shares and to perform its subscription
obligations; (iii) it has complied with all necessary formalities and has not
taken any action which will or may result in the Company or the Joint
Bookrunners or any of their respective Representatives acting in breach of any
regulatory or legal requirements of any territory in connection with the
Placing or its acceptance of the Placing Shares; and (iv) its commitment
constitutes a valid and binding obligation on it;
21. in making any decision to subscribe for the Placing Shares,
it confirms: (i) it has such knowledge and experience in financial, business,
tax and international investment matters as to be capable of evaluating the
merits and risks of its investment in the Placing Shares; (ii) it is
experienced in investing in securities of this nature in this sector and is
aware that it may be required to bear, and is able to bear the economic risk
of participating in the Placing for an indefinite period of time; (iii) is
able to sustain a complete loss of such investment in the Placing Shares; (iv)
it will not look to the Joint Bookrunners for all or part of any such loss it
may suffer; and (v) has no need for liquidity with respect to its investment
in the Placing Shares. It further confirms that it relied on its own
examination and due diligence of the Company and its associates taken as a
whole, and the terms of the Placing, including the merits and risks involved;
22. if it has received any inside information about the Company
(for the purposes of the MAR and section 56 of the Criminal Justice Act 1993
or other applicable law) in advance of the publication of this Announcement,
it warrants that it has received such information within the market soundings
regime provided for in Article 11 of MAR and has not: (i) dealt (or attempted
to deal) in the securities of the Company or cancelled or amended a dealing in
the securities of the Company; (ii) encouraged, recommended or induced another
person to deal in the securities of the Company or to cancel or amend an order
concerning the Company's securities; or (iii) unlawfully disclosed such
information to any person, prior to the information being made publicly
available;
23. that: (i) it is acting as principal only in respect of the
Placing and has the power and authority to carry on the activities in which it
is engaged, to subscribe for the Placing Shares and to execute and deliver all
documents necessary for such subscription; and/or (ii) if it is acting as
fiduciary or agent for any other person: (A) it is duly authorised to do so
and has full power to make the acknowledgements, representations and
agreements herein on behalf of each such person; and (B) it is and will remain
liable to the Company and/or the Joint Bookrunners for the performance of all
its obligations as a Placee in respect of the Placing (regardless of the fact
that it is acting for another person). Each Placee agrees that the provisions
of this paragraph shall survive the resale of the Placing Shares by or on
behalf of any person for whom it is acting;
24. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its shares in
accordance with the Articles and any relevant rules or legislation;
25. if within the United Kingdom, it represents and warrants
that it is a Qualified Investor as defined in Article 2(e) of the UK
Prospectus Regulation and is a person: (i) having professional experience in
matters relating to investments who falls within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) who falls
within Article 49(2)(a) to (d) of the Order ("high net worth companies,
unincorporated associations, etc") or (iii) to whom this Announcement may
otherwise lawfully be communicated;
26. it acknowledges and agrees that this Announcement has not
been approved by either Joint Bookrunner in its capacity as an authorised
person under section 21 of the FSMA and it may not therefore be subject to the
controls which would apply if it was made or approved as financial promotion
by an authorised person;
27. that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares (or any part thereof)
that are allocated to it for the purposes of its business;
28. that it understands that any investment or investment
activity to which this Announcement relates is available only to Relevant
Persons, that consequently engagement in respect of the Placing will only be
with Relevant Persons, and that it understands that this Announcement must not
be acted upon or relied upon by persons who are not Relevant Persons;
29. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible counterparty"
within the meaning of Chapter 3 of COBS and it is acquiring Placing Shares for
investment only and not with a view to resale or distribution;
30. it is not, nor is it acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70 respectively or
subsections (2) and (3) of section 93 or subsection (1) of section 96 of the
Finance Act 1986 (depositary receipts and clearance services);
31. that no instrument under which it acquires the Placing
Shares (whether as principal, agent or nominee) will be subject to stamp duty
or stamp duty reserve tax at the increased rates referred to in sections 67 or
93 (Depository Receipts) or section 70 or 96 (Clearance Services) of the
Finance Act 1986 and that it is not participating in the Placing as nominee or
agent for any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares would give rise to such a liability;
32. that the person whom it specifies for registration as holder
of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case
may be. Neither the Joint Bookrunners nor the Company will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a failure
to observe this requirement ("Indemnified Taxes"). Each Placee and any person
acting on behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company and each Joint Bookrunners on an after-tax
basis in respect of the any Indemnified Taxes on the basis that the Placing
Shares will be allotted to the CREST stock account of Allenby Capital who will
hold them as nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
33. that it irrevocably appoints any duly authorised officer of
the Joint Bookrunners as its agent for the purpose of executing and delivering
to the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Placing Shares offered
to it by the Joint Bookrunners upon the terms of this Announcement;
34. that its CREST member account identified in its reply to any
Trade Confirmation returned by it is not marked;
35. that its obligations will be owed severally to the Company
and each of the Joint Bookrunners and acknowledges that it has an immediate,
separate, irrevocable and binding obligation, owed to Allenby Capital, to pay
to Allenby Capital (or as it may direct) in cleared funds an amount equal to
that shown in the Trade Confirmation;
36. that it (and any person acting on its behalf) has the funds
available to pay for, and undertakes to make payment in respect of the Placing
Shares allocated to it, in accordance with the terms and conditions of this
Announcement at the due time and date set out herein (unless otherwise agreed
with the relevant Joint Bookrunner), failing which the relevant Placing Shares
may be placed with other persons or sold as the Joint Bookrunners may in their
sole discretion determine in which case the Placee shall remain liable for any
amount by which the net proceeds of such sale falls short of the product of
the Issue Price and the number of Placing Shares allocated to it and may be
required to bear any stamp duty, stamp duty reserve tax or other similar taxes
(together with any interest, fines or penalties) which may arise upon the sale
of such Placee's Placing Shares;
37. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of or in connection with any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest chargeable
thereon) may be taken by the Company or either of the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in which any of
its securities have a quotation on a recognised stock exchange;
38. time is of the essence as regards its obligations under this
Appendix II;
39. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any address provided
by it to the Joint Bookrunners;
40. either Joint Bookrunner may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;
41. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
42. that the Company and the Joint Bookrunners and their
respective Representatives and/or affiliates will rely upon the truth and
accuracy of the confirmations, representations, warranties, acknowledgements,
agreements and undertakings set out herein which are given to each of the
Joint Bookrunners each on its own behalf and on behalf of the Company and
which are irrevocable and it irrevocably authorises the Company and the Joint
Bookrunners to produce this Announcement, pursuant to, in connection with, or
as may be required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters set forth
herein. It agrees that if any of the acknowledgments, representations,
warranties and agreements made in connection with its subscription for and/or
acquisition of the Placing Shares are no longer accurate, it shall promptly
notify the Company and the Joint Bookrunners;
43. it is aware of, have complied with and will continue to
comply with any obligations it has under the FCA's Money Laundering Rules, the
Criminal Justice Act 1993, Proceeds of Crime Act 2002 (as amended), MAR, FSMA,
the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations") to the
extent applicable to it and in respect of its subscription for the Placing
Shares: (i) it has complied fully with its obligations pursuant to the Money
Laundering Regulations; (ii) it will provide the Joint Bookrunners on demand
with any information it may require for the purposes of verification under the
Money Laundering Regulations; and (iii) that if it is making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Money
Laundering Regulations;
44. it is not a person or entity, nor are any of its directors
or officers nor, to the knowledge of it are, any employees, agent, or
affiliate or other person associated with or acting on behalf of any it a
person with whom transactions are prohibited under the US Foreign Corrupt
Practices Act of 1977 or currently the subject or the target of any sanctions
administered or enforced by the U.S. Government, (including, without
limitation the Office of Foreign Assets Control of the United States
Department of the Treasury or the U.S. Department of State and including,
without limitation, the designation as a "specially designated national" or
"blocked person"), the United Nations Security Council, the European Union,
His Majesty's Treasury, or other relevant sanctions authority (collectively,
"Sanctions"), nor is it located, organised or resident in a country, region or
territory that is the subject or the target of Sanctions, including, without
limitation, the Crimea Region of Ukraine, the so-called Donetsk People's
Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea,
Russia, Sudan and Syria (each, a "Sanctioned Country");
45. that to ensure compliance with the FCA's Money Laundering
Rules, the Terrorism Act 2000, the Money Laundering Regulations and Sanctions
(as applicable), each Joint Bookrunner may (for itself and as agent on behalf
of the Company) or the Company's registrars, in their absolute discretion,
require verification of Placees' identity to the extent that it has not
already provided the same. Pending the provision to the Joint Bookrunners or
the Company's registrars, as applicable, of evidence of identity, definitive
certificates in respect of the Placing Shares may be retained at the relevant
Joint Bookrunner's absolute discretion or delivery of the Placing Shares to it
in uncertificated form may be delayed at the relevant Joint Bookrunner's or
the Company's registrars', as the case may be, absolute discretion. If within
a reasonable time after a request for verification of identity the relevant
Joint Bookrunner (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to them, the
relevant Joint Bookrunner and/or the Company may, each in their absolute
discretion, terminate the proposed issue of Placing Shares to the Placee in
which event the monies payable on acceptance of the allotment will, if paid,
be returned without interest to the account of the drawee bank from which they
were originally debited. No Placing Shares will be placed with a Placee if
before First Admission or Second Admission, as applicable, its acceptance of
any Placing Shares is rejected pursuant to the Money Laundering Regulations;
46. that it understands the Placing Shares will be issued
subject to the terms and conditions of this Appendix II;
47. that it has complied and will comply with all applicable laws
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom (including all relevant provisions
of the MAR and the FSMA in the United Kingdom);
48. that it will not make any offer to the public of those
Placing Shares (or any part thereof) to be subscribed by it for the purposes
of the UK Prospectus Regulation;
49. that it will not distribute any document relating to the
Placing Shares (or any part thereof) and it will be subscribing for the
Placing Shares for its own account as principal or for a discretionary account
or accounts (as to which it has full power and authority to make the
acknowledgments, representations and agreements herein on behalf of each such
account) for investment;
50. that this Announcement does not constitute an offer to sell,
or the solicitation of an offer to buy, Placing Shares (or any part thereof)
in any jurisdiction in which such an offer or solicitation is unlawful. It
acknowledges and agrees that the Placing Shares (or any part thereof) have not
been and will not be registered or qualified for sale under the securities
laws of any Restricted Jurisdiction or any other jurisdiction where to do so
would be unlawful. The Placing Shares (or any part thereof) may not be sold
within or to persons who are nationals of or are resident in or who are
corporations or other entities organised under the laws of Restricted
Jurisdictions or any jurisdiction where to do so would be unlawful unless
pursuant to a relevant exemption. Each Placee agrees not to distribute this
Announcement in or into any Restricted Jurisdictions or any jurisdiction where
to do so would be unlawful;
51. the terms and conditions contained in this Appendix II and
all documents into which this Appendix II is incorporated by reference or
otherwise validly forms a part and/or any agreements entered into pursuant to
these terms and conditions and all agreements to acquire Placing Shares
pursuant to the Bookbuilding Process and/or the Placing and all
non-contractual or other obligations arising out of or in connection with
them, will be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including any dispute
regarding the existence, validity or termination or such contract or relating
to any non-contractual or other obligation arising out of or in connection
with such contract), except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with interest
chargeable thereon) may be taken by the Company or the Joint Bookrunners in
any jurisdiction in which the relevant Placee is incorporated or in which any
of its securities have a quotation on a recognised stock exchange;
52. if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom) on the date
of such investor's agreement to subscribe for the Placing Shares under the
Placing and will not be any such person on the date any such Placing is
accepted;
53. that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars' computer
system(s). It acknowledges and agrees that for the purposes of the Data
Protection Act 1998 and the General Data Protection Regulation (EU) 2016/679
as it forms part of the law of England and Wales by virtue of section 3 of the
European Union (Withdrawal) Act 2018 and all other relevant data protection
legislation and regulations which may be applicable to the Company (the "Data
Protection Law"), the Company and the Registrars are required to specify the
purposes for which they will hold personal data. The Company and the
Registrars will only use such information for the purposes set out below
(collectively, the "Purposes"), being to:
i. process its personal data (including sensitive personal
data) as required by or in connection with its holding of Ordinary Shares,
including processing personal data in connection with credit and money
laundering checks on it;
ii. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares;
iii. provide personal data to such third parties as the
Company or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary Shares or as
the Data Protection Law may require, including to third parties outside the
United Kingdom or the EEA;
iv. without limitation, provide such personal data to the
Company or either Joint Bookrunner for processing, notwithstanding that any
such party may be outside the United Kingdom or a member state of the EEA; and
v. process its personal data for the Company's or Registrars'
internal administration; and
54. that it has obtained the consent of any data subjects to the
Registrars and the Company and their respective associates holding and using
their personal data for the Purposes (including the explicit consent of the
data subjects for the processing of any sensitive personal data for the
purpose set out in paragraph 48 above). For the purposes of this Announcement,
"data subject", "personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify on an after tax basis and hold the
Company, the Joint Bookrunners and each of their respective Representatives
and/or affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in connection
with any breach by it (or any person on whose behalf it is acting) of the
confirmations, representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such Placee's
behalf) in this Appendix II or incurred by the Joint Bookrunners, the Company
or each of their respective Representatives and/or affiliates arising from the
performance of the Placee's obligations as set out in this Announcement, and
further agrees that the provisions of this Appendix II shall survive after the
completion of the Placing.
The agreement to settle a Placee's acquisition of the Placing Shares (and/or
the acquisition by a person for whom such Placee is contracting as agent) free
of stamp duty and stamp duty reserve tax depends on the settlement relating
only to an acquisition by it and/or such person direct from the Company for
the Placing Shares in question. Such agreement assumes, and is based on a
warranty from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to transfer the
Placing Shares (or any part thereof) into a clearance service. If there are
any such arrangements, or the settlement related to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which
neither the Company nor the Joint Bookrunners will be responsible. If this is
the case, each Placee should seek its own advice and notify the Joint
Bookrunners. In that event, the Placee agrees that it shall be responsible for
such stamp duty or stamp duty reserve tax and neither the Company nor the
Joint Bookrunners shall be responsible for such stamp duty or stamp duty
reserve tax.
In addition, none of the Company or either Joint Bookrunner are liable for any
capital duty, stamp duty or any other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by any Placee or
any other person on the Placee's acquisition of any of the Placing Shares or
the agreement by them to subscribe for any of the Placing Shares. Each Placee
agrees to indemnify on an after-tax basis and hold harmless the Company each
Joint Bookrunner and their respective Representatives and/or affiliates,
agents, directors, officers, consultants and employees from any and all such
stamp, issue, securities, transfer, registration, documentary or other duties
or taxes (including interest, fines or penalties relating thereto).
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company and/or either Joint Bookrunner or their respective
Representatives and/or affiliates pursuant to this Announcement where the
payment (or any part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for the
availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that either Joint Bookrunner or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares.
The confirmations, representations, warranties, acknowledgements, agreements
and undertakings contained in this Appendix II are given to each Joint
Bookrunner for itself and on behalf of the Company and are irrevocable.
Each Placee, and any person acting on behalf of the Placee, acknowledges that
none of the Company or either Joint Bookrunner owes any fiduciary or other
duties to any Placee in respect of any acknowledgments, confirmations,
representations, warranties, undertakings or indemnities contained in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with either
Joint Bookrunner, any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the rules and
regulations of the FCA made under the FSMA. Each Placee acknowledges that the
money will not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from the relevant
Joint Bookrunner's money in accordance with the client money rules and will be
used by the relevant Joint Bookrunner in the course of its own respective
business and the Placee will rank only as a general creditor of such relevant
Joint Bookrunner.
The rights and remedies of the Joint Bookrunners and the Company under these
terms and conditions are in addition to any rights and remedies which would
otherwise be available to each of them and the exercise or partial exercise or
partial exercise of one will not prevent the exercise of others.
Allenby Capital Limited is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else in
connection with the Bookbuilding Process and the Fundraising, and Allenby
Capital will not be responsible to anyone (including any Placees) other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the Bookbuilding Process or the Fundraising or
any other matters referred to in this Announcement.
Baden Hill (a trading name for Northland Capital Partners Limited) is
authorised and regulated by the FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the Placing,
and Baden Hill will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Placing or any other matters referred to
in this Announcement.
References to time in this Announcement are to London time, unless otherwise
stated. All times and dates in this Announcement may be subject to amendment
by the Company and the Joint Bookrunners. The Joint Bookrunners shall notify
the Placees and any person acting on behalf of the Placees of any changes.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is not a guide to future performance and
persons needing advice should consult an independent financial adviser.
This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by either Joint Bookrunner or by any of their respective affiliates
or agents as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than the AIM market of the London Stock
Exchange.
APPENDIX III - DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" First Admission, Second Admission or Third Admission, as the context may
require
"Adjusted EBITDA" defined as operating profit/(loss) excluding depreciation, amortization and
share-based payment expense
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"AIM Rules for Nominated Advisers" the AIM Rules for Nominated Advisers published by the London Stock Exchange
from time to time
"Allenby Capital" Allenby Capital Limited, as nominated adviser, broker and joint bookrunner
"Announcement" this announcement, including the appendices, published by the Company in
connection with the Fundraising
"Articles" the current articles of association of the Company
"Baden Hill" Baden Hill, a trading name of Northland Capital Partners Limited, as joint
bookrunner
"Bookbuilding Process" the process by which the Joint Bookrunners will determine demand for
participation in the Placing by certain Placees
"Circular" a circular to be published by the Company and sent to Shareholders shortly
after the close of the Retail Offer containing further details of the
Fundraising and convening the General Meeting in order to pass the Resolutions
"City Code" the City Code on Takeovers and Mergers
"Company" or "Mirriad" Mirriad Advertising plc, a company incorporated under the laws of England and
Wales with registered number 09550311
"Conditional Placing" the conditional placing of the Conditional Placing Shares by the Joint
Bookrunners, as agents on behalf of the Company, pursuant to the Placing
Agreement, further details of which are set out in this Announcement
"Conditional Placing Shares" the new Ordinary Shares to be issued pursuant to the Conditional Placing
"CREST" the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" or "Board" the directors of the Company
"Directors' Subscription" the proposed subscription for the Subscription Shares by the Participating
Directors
"Enlarged Share Capital" the issued Ordinary Shares immediately following Second Admission, assuming
the maximum number of New Ordinary Shares are issued
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares" the 489,309,404 Ordinary Shares in issue at the date of this Announcement, all
of which are admitted to trading on AIM
"FCA" the UK Financial Conduct Authority
"Firm Placing" the conditional placing of the Firm Placing Shares by the Joint Bookrunners,
as agents on behalf of the Company, pursuant to the Placing Agreement, further
details of which are set out in this Announcement
"Firm Placing Shares" the new Ordinary Shares to be issued pursuant to the Firm Placing
"First Admission" admission of the Firm Placing Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
"Form of Proxy" the form of proxy for use in connection with the General Meeting which will
accompany the Circular
"FSMA" the Financial Services and Markets Act 2000 (as amended)
"Fundraising" the Placing, Retail Offer and Directors' Subscription
"FY22" the Company's financial year ended 31 December 2022
"FY23" the Company's financial year ended 31 December 2023
"General Meeting" the general meeting of the Company to be held at the Company's offices, 96
Great Suffolk Street, London SE1 0BE, at 10.00 a.m. on 23 May 2024, notice of
which is set out at the end of the Circular
"Group" the Company, its subsidiaries and its subsidiary undertakings
"Issue Price" 1.25 pence per New Ordinary Share
"Joint Bookrunners" Allenby Capital and Baden Hill
"KPI" key performance indicators
"London Stock Exchange" London Stock Exchange plc
"MAR" the market abuse regulation (EU) No 596/2014 as it as it forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018
"MSAs" the two master service agreements signed with two US media company "majors"
"New Ordinary Shares" the Placing Shares, the Retail Offer Shares and the Subscription Shares
"Notice of General Meeting" the notice convening the General Meeting which is set out at the end of the
Circular
"Order" the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended
"Ordinary Shares" ordinary shares of £0.00001 each in the capital of the Company
"Participating Directors" certain Directors, being Stephan Beringer, Nic Hellyer and Bob Head, and the
Proposed Director proposing to take part in the Directors' Subscription
"Placee" means a Relevant Person (including individuals, funds or others) by whom or on
whose behalf a commitment to take up the Placing Shares has been given and who
has been invited to participate in the Placing by the Joint Bookrunners
"Placing" together, the Firm Placing and the Conditional Placing
"Placing Agreement" the conditional agreement dated 2 May 2024 and made between Allenby Capital,
Baden Hill and the Company in relation to the Placing, further details of
which are set out in this Announcement
"Placing Results Announcement" an announcement through a Regulatory Information Service confirming the number
of Placing Shares to be issued and the amount to be raised under the Placing
"Placing Shares" the minimum of 425,600,000 new Ordinary Shares to be issued pursuant to the
Placing
"Preliminary Results" the preliminary results of the Company for the financial year ended 31
December 2023 which are expected to be published as soon as reasonably
practicable following receipt of the net proceeds of the Placing and the
Retail Offer
"Proposed Director" James Black, the proposed non-executive Director and Chairman elect of the
Company, who, conditional upon completion of the Fundraising, is expected to
be appointed to the Board following the conclusion of the General Meeting
"Registrars" Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS13 8AE
"Regulation S" Regulation S promulgated under the Securities Act
"Regulatory Information Service" a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
"Relevant Person" as defined in the Important Notices section of this Announcement
"Representatives" In respect of any person or entity, their respective affiliates, agents,
directors, officers, consultants, partners or employees
"Resolutions" the resolutions set out in the Notice of General Meeting
"Retail Offer" the separate offer by the Company, through the REX platform, for retail
investors of the Retail Offer Shares, further details of which are set out in
this Announcement
"Retail Offer Shares" the up to 44,000,000 new Ordinary Shares to be issued pursuant to the Retail
Offer
"Second Admission" admission of the Conditional Placing Shares and the Retail Offer Shares to
trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" holders of Ordinary Shares
"Subscription Shares" the 14,400,000 new Ordinary Shares to be issued pursuant to the Director's
Subscription
"SSP" supply-side platform
"Third Admission" admission of the Subscription Shares to trading on AIM becoming effective in
accordance with Rule 6 of the AIM Rules
"TPN" Trusted Partner Network
"TripleLift" TripleLift Inc.
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated form" or "in uncertificated form" an Ordinary Share recorded on a company's share register as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United States" or "US" the United States of America, each State thereof, its territories and
possessions (including the District of Columbia) and all other areas subject
to its jurisdiction
"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom
"US dollar", "dollar", "US$" or are references to the lawful currency of the United States
"$"
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