REG - Mirriad Advertising - Result of GM

Mirriad AdvertisingAnnouncement

23/05/2024 11:15

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RNS Number : 6716P  Mirriad Advertising PLC  23 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, 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").

 

 

23 May 2024

 

Mirriad Advertising plc

("Mirriad", the "Group" or the "Company")

 

Result of General Meeting

and

Total Voting Rights

 

Mirriad (AIM: MIRI), a leading virtual in-content advertising and virtual
product placement company, is pleased to announce that, at its General Meeting
held earlier today, all of the Resolutions were duly passed on a show of hands
without amendment. Proxy votes received from Shareholders on each Resolution
were as follows:

 

 Resolution  In favour           Against        Withheld*
             Votes        %      Votes    %     Votes

 1           108,421,577  99.5%  559,537  0.5%  87,462
 2           108,421,577  99.5%  559,537  0.5%  87,462

 

*A vote withheld is not a vote in law and is therefore not counted towards the
proportion of votes "in favour" or "against" the resolutions. The number of
Ordinary Shares in issue on 23 May 2024 was 543,060,404. Shareholders were
entitled to one vote per share.

 

Accordingly, the Conditional Placing and the Retail Offer, details of which
were set out in the Company's announcement on 2 May 2024 (the "Launch
Announcement") are expected to complete, conditional on Second Admission (as
defined below), at 8.00 a.m. on 28 May 2024 (or such later time and/or date as
Allenby Capital, Baden Hill and the Company may agree, but in any event by no
later than 8.00 a.m. on 10 June 2024).

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for a total of
475,140,490 new Ordinary Shares (comprising the Conditional Placing Shares and
the Retail Offer Shares) to be admitted to trading on AIM ("Second
Admission"). It is expected that Second Admission and dealings in the
475,140,490 new Ordinary Shares will commence at 8.00 a.m. on 28 May 2024 and
they will rank pari passu with the existing Ordinary Shares. Following Second
Admission, the enlarged share capital of the Company will consist of
1,018,200,894 Ordinary Shares, none of which are held in treasury. Therefore,
the total number of voting rights in the Company will be 1,018,200,894 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.

 

Update re Board changes

 

As stated in the Launch Announcement, James Black will join the Board as a
non-executive Director and Chairman elect following the completion of the
Fundraising. i.e. following the publication of the Company's annual report and
accounts for the year ended 31 December 2023 and subsequent completion of the
Directors' Subscription. James will be formally appointed as Chairman of the
Company following the AGM, at which point John Pearson will step down as
Chairman but remain as a non-executive Director during a transition period.

 

This announcement should be read in conjunction with the full text of the
Circular posted to Shareholders on 7 May 2024, a copy of which is available on
the Company's website at: https://www.mirriadplc.com/investor-relations.

 

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

 

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

 

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

 

 

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