REG - Mirriad Advertising - Result of GM, Open Offer & PDMR Dealings

Mirriad AdvertisingAnnouncement

02/06/2023 12:45

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RNS Number : 5298B  Mirriad Advertising PLC  02 June 2023

2 June 2023

 

 

Mirriad Advertising plc

 

("Mirriad" or the "Company")

 

 

Results of General Meeting, Open Offer, PDMR Dealings and Total Voting Rights

 

Mirriad, the leading in-content advertising company, is pleased to announce
that at its General Meeting held earlier today all resolutions, as set out in
the Circular dated 16 May 2023 relating to a conditional Placing to raise
£5.75 million (before expenses) and an Open Offer to raise up to an
additional £2 million (before expenses), were duly passed. The proxy votes
received from Shareholders on each Resolution were as follows:

 

                                                      For                 Against        Withheld
                                                      Votes        %      Votes    %
 Ordinary Resolution
 To authorise the directors to allot ordinary shares  145,647,535  99.91  133,476  0.09  89,277
 Special Resolution
 To disapply Section 561 of the Companies Act 2006    145,492,435  99.78  320,576  0.22  67,277

 

The number of Ordinary Shares in issue on 2 June 2023 was 279,180,808.
Shareholders were entitled to one vote per share.

 

Accordingly, the Placing and the Open Offer are expected to complete,
conditional on Admission, at 8.00 a.m. on 5 June 2023 (or such later time
and/or date as Panmure Gordon, Baden Hill and the Company may agree, but in
any event by no later than 8.00 a.m. on 30 June 2023).

 

Result of the Open Offer

 

The Company is also pleased to announce that it has raised £0.55 million via
the Open Offer and, accordingly, has raised total gross proceeds of
approximately £6.30 million through the Placing and Open Offer.

 

The Open Offer closed for acceptances at 11.00 a.m. on 1 June 2023. Valid
acceptances have been received in respect of 18,461,929 Open Offer Shares,
representing approximately 27.69 per cent. of the Open Offer Shares available
under the Open Offer. In accordance with the terms and conditions of the Open
Offer, all applications made pursuant to the Open Offer (and Excess Shares
applied for under the Excess Application Facility) have been met in full. The
Company has therefore raised gross proceeds of approximately £0.55 million
through the Open Offer.

 

Directors' Dealings

 

As set out in the Circular dated 16 May 2023, Participating Directors
indicated their intention to participate in the Open Offer. The results of
their participation in the Open Offer and therefore, upon Admission, their
interests in Ordinary Shares will be as follows:

 

 Director          Position                 Number of Ordinary Shares held prior to the Placing and Open Offer  Percentage interest in Existing Ordinary Share Capital  Number of Shares acquired under the Open Offer  Number of Ordinary Shares held following the Placing and Open Offer  Percentage interest in the Enlarged Share Capital upon Admission
 Stephan Beringer  Chief Executive Officer   358,333                                                            0.13                                                    833,333                                         1,191,666                                                            0.24
 John Pearson      Non-Executive Chairman   261,666                                                             0.09                                                    333,333                                         594,999                                                              0.12
 Bob Head(1)       Non-Executive Director   183,333                                                             0.07                                                    135,267                                         318,600                                                              0.07

1.   As stated in the Circular Bob Head intended to subscribe for 134,166
Open Offer Shares. He has chosen to subscribe for an additional 1,101 Open
Offer Shares at an additional cost of £33.03.

 

Interests of the Concert Party

 

Following the result of the Open Offer, the interests of each of the members
of the Concert Party in the issued ordinary share capital of the Company and
the existence of which is known to, or could with reasonable due diligence be
ascertained by, any Director following Admission are as follows:

 

                                                                             Number of Ordinary Shares held prior to the Placing and Open Offer  Percentage interest in Existing Ordinary Share Capital  Number of Ordinary Shares held following the Placing and Open Offer  Percentage interest in the Enlarged Share Capital upon Admission
 IP2IPO Portfolio L.P. (acting by its general partner IP2IPO Portfolio (GP)  34,460,238                                                          12.34                                                   34,460,238                                                           7.04
 Limited)(1)
 Parkwalk Advisors Ltd                                                       35,977,908                                                          12.89                                                   35,977,908                                                           7.24
 Dr Mark Alexander Reilly                                                    66,666                                                              0.02                                                    66,666                                                               0.01
 Alastair Hugh Lowell Kilgour(2)                                             791,668                                                             0.28                                                    791,668                                                              0.16
 Lois Day                                                                    -                                                                   -                                                       -                                                                    -
 Total                                                                       71,296,480                                                          25.54                                                   71,296,480                                                           14.57

1.   Includes (1) 50,001 Ordinary Shares held by two IP Group plc directors,
who each hold 16,667 Ordinary Shares, and those directors are also directors
of IP2IPO Portfolio (GP) Limited and (2) 16,667 Ordinary Shares held by one
other director of IP2IPO Portfolio (GP) Limited.

2.   Held indirectly.

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for a total of
210,128,596 New Ordinary Shares to be admitted to trading on AIM. It is
expected that Admission and dealings in the 210,128,596 New Ordinary Shares
will commence at 8.00 a.m. on 5 June 2023. The New Ordinary Shares will rank
pari passu with the existing Ordinary Shares. Following Admission, the
Enlarged Share Capital of the Company will consist of 489,309,404 Ordinary
Shares, none of which are held in treasury. Therefore, the total number of
voting rights in the Company will be 489,309,404 and this figure may be used
by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company.

 

This announcement should be read in conjunction with the full text of the
Circular posted to Shareholders on 16 May 2023, a copy of which is available
on the Company's website at: https://www.mirriadplc.com/investor-relations
(https://www.mirriadplc.com/investor-relations) .

 

The same definitions apply throughout this announcement as are applied in the
Circular.

 

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

 

ENDS

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under The Market Abuse Regulation
(EU 596/2014) pursuant to The Market Abuse (Amendment) (EU Exit) Regulations
2018 (the "Market Abuse Regulations"). Upon the publication of this
announcement via a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.

 

 

About Mirriad

Mirriad's award-winning solution unleashes new revenue for content producers
and distributors by creating new advertising inventory in content. Our
patented, AI and computer vision technology dynamically inserts products and
innovative signage formats after content is produced. Mirriad's market-first
solution seamlessly integrates with existing subscription and advertising
models, and dramatically improves the viewer experience by limiting commercial
interruptions.

 

Mirriad currently operates in the US, Europe and the Middle East.

 

Enquiries:

Mirriad Advertising plc
 
 

Stephan Beringer, Chief Executive Officer

David Dorans, Chief Financial Officer

Tel: +44 (0)207 884 2530

 

Financial Adviser, Nominated Adviser and Joint Broker:

Panmure Gordon

James Sinclair-Ford / Daphne Zhang (Corporate Advisory)

Rupert Dearden (Corporate Broking)

Tel: +44 (0)20 7886 2500

 

Financial Communications:

Charlotte Street Partners

Tom Gillingham Tel: +44 (0) 7741 659021

 

 

The notifications below are made in accordance with the requirements of the
Market Abuse Regulations:

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         John Pearson

                                                                   Stephan Beringer

                                                                   Bob Head
 2    Reason for the notification
 a)   Position / status                                            Non-Executive Chairman (John Pearson)

                                                                   Chief Executive Officer (Stephan Beringer)

                                                                   Non-Executive Director (Bob Head)
 b)   Initial notification / amendment                             Initial notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Mirriad Advertising plc
 b)   LEI                                                          213800ZKOK9GIME7HE62
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary shares of £0.00001 each

      Identification code                                          ISIN: GB00BF52QY14
 b)   Nature of the transaction                                    Subscription for Ordinary Shares through Open Offer

 c)   Price(s) and volume(s)                                       Subscription price of 3p each

                                                                   333,333 Ordinary Shares (John Pearson)

                                                                   833,333 Ordinary Shares (Stephan Beringer)

                                                                   135,267 Ordinary Shares (Bob Head)
 d)   Aggregated information                                       333,333 Ordinary Shares and £10,000 (John Pearson)

      - Aggregated volume                                          833,333 Ordinary Shares and £25,000 (Stephan Beringer)

      - Price                                                      135,267 Ordinary Shares and £4,025 (Bob Head)
 e)   Date of the transaction                                      2 June 2023
 f)   Place of the transaction                                     Outside a trading venue

 

 

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