REG - Mirriad Advertising - Result of Placing and Publication of Circular

Mirriad AdvertisingAnnouncement

16/05/2023 18:30

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RNS Number : 6389Z  Mirriad Advertising PLC  16 May 2023

 

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.

 

Mirriad Advertising plc

Result of Placing

Publication of Circular

 

Clarification of Timetable

 

Mirriad Advertising plc ("Mirriad" or the "Company") is pleased to announce
that, further to the Company's announcement released earlier today (the
"Launch Announcement"), the Bookbuilding Process has closed and the Company
has conditionally raised gross proceeds of £5.75 million through the placing
of 191,666,667 Placing Shares at the Issue Price, being 3 pence per Placing
Share.

 

In addition to the Placing, and as set out in the Launch Announcement, the
Company proposes to raise up to approximately £2 million through the issue of
up to 66,666,666 Open Offer Shares pursuant to an Open Offer to Qualifying
Shareholders at the Issue Price on the basis of 5 Open Offer Shares for every
21 Existing Ordinary Shares held on the Record Date. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may also request
additional Open Offer Shares through the Excess Application Facility. Details
of the Open Offer and the action to be taken by Qualifying Shareholders to
subscribe for Ordinary Shares under the Open Offer will be set out in the
Circular, containing a Notice of General Meeting, which will be sent to
Shareholders later today. The Circular will also be available on the Company's
website.

 

The Placing Shares, when issued, will represent in aggregate approximately
68.7 per cent. of the Company's existing issued share capital. The Issue Price
of 3 pence per New Ordinary Share represents a discount of 4.8 per cent. to
the closing mid-market price of 3.15 pence per Ordinary Share on 15 May 2023,
being the latest practicable date prior to the publication of the Launch
Announcement.

 

Neither the Placing nor the Open Offer are being underwritten.

 

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.

 

Application will be made in due course for the New Ordinary Shares to be
admitted to trading on AIM ("Admission"). Admission is expected to take place
at 8.00 a.m. on 5 June 2023

 

The Fundraising is conditional upon, among other things, the Placing and Open
Offer Agreement not being terminated in accordance with its terms and the
Resolutions required to implement the Fundraising being duly passed by the
shareholders of the Company at the General Meeting proposed to be held at the
offices of Mirriad, 96 Great Suffolk Street, London SE1 0BE, at 11.00 a.m. on
2 June 2023 and Admission becoming effective.

 

Certain of the directors of the Company also intend to subscribe for new
Ordinary Shares at the Issue Price through the Open Offer and Excess
Application Facility.

 

Related Party Transaction

 

M&G Investment Management is a Substantial Shareholder of the Company as
defined by the AIM Rules for Companies and its participation in the Placing
constitutes a related party transaction under the AIM Rules. The Directors
consider, having consulted with Panmure Gordon, acting in its capacity as the
Company's nominated adviser, that the terms of such placing are fair and
reasonable insofar as the Company's shareholders are concerned.

 

Clarification of Timetable for the Fundraising

 

Expected Timetable for the Fundraising

                                                                                  2023
 Record Date for entitlement under the Open Offer                                  15 May
 Announcement of the Fundraising                                                  16 May
 Publication and posting of the Circular, form of proxy (the "Form of Proxy")     16 May
 and, to Qualifying Non-Crest Shareholders, the Open Offer application form
 (the "Application Form")
 Ex-Entitlement date of the Open Offer                                            17 May
 Open Offer Entitlements and Excess Open Offer Entitlements credited to stock     18 May
 accounts in CREST of Qualifying CREST Shareholders
 Latest recommended time and date for requested withdrawal of Open Offer          4.30 p.m. on 25 May
 Entitlements from CREST
 Latest time and date for depositing Open Offer Entitlements in CREST             3.00 p.m. on 26 May
 Latest time and date for splitting of Application Forms under the Open Offer     3.00 p.m. on 30 May
 Latest time and date for receipt of Forms of Proxy and CREST voting              11 a.m. on 31 May
 instructions
 Latest time and date for receipt of Application Forms and payment                11.00 a.m. on 1 June

in full under the Open Offer and settlement of relevant CREST instructions (as
 appropriate)
 General Meeting                                                                  11 a.m. on 2 June
 Results of the General Meeting and the Open Offer announced through a             2 June
 Regulatory Information Service
 Admission and commencement of dealings in the New Ordinary Shares                8.00 a.m. on 5 June
 Where applicable, expected date for CREST accounts to be credited in respect     5 June
 of New Ordinary Shares in uncertificated form
 Where applicable, expected date for dispatch of definitive share certificates    Within 14 days of Admission
 for New Ordinary Shares
 Long Stop Date                                                                   8.00 a.m. on 30 June

 

Further to the Launch Announcement the Company confirms that Application has
been made for the Open Offer Entitlements to be admitted to CREST. It is
expected that such Open Offer Entitlements will be credited to CREST on 18 May
2023. The "Ex-entitlement Date" is defined as the date on which the Existing
Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 17
May 2023

 

 

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 on the passing of the
Resolutions at the General Meeting.

 

 

Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning as given to them in the Launch
Announcement.

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is David Dorans, a director of the Company.

 

 Enquiries:

 Mirriad Advertising Plc
 Stephan Beringer, Chief Executive Officer

 David Dorans, Chief Financial Officer

 Via Charlotte Street Partners or Panmure Gordon

 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

 Baden Hill (a trading name for Northland Capital Partners Limited)  - Joint
 Broker
 Craig Fraser
 Tel: +44 (0)20 3951 8904

 

IMPORTANT NOTICES

 

This announcement and the information contained in it is not for publication,
release, transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into the United States, Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in which
publication, release or distribution would be unlawful. This announcement is
for information purposes only and does not constitute an offer to sell or
issue, or the solicitation of an offer to buy, acquire or subscribe for shares
in the capital of the Company in the United States, Australia, Canada, the
Republic of South Africa or Japan or any other state or jurisdiction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions. This announcement has not been approved
by the London Stock Exchange or by any other securities exchange.

The New Ordinary Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (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" or the "US") 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.

This announcement is not for publication or distribution, directly or
indirectly, in or into or from the United States. This announcement is not an
offer of securities for sale or subscription into the United States of
America. The securities referred to herein have not been and will not be
registered under 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.

The distribution of this announcement and/or the Placing Shares and/or the
Open Offer Shares 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.

 

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 Financial Services and Markets Act 2000 (as amended) 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 for
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, New Zealand 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, New Zealand or
the Republic of South Africa or any other jurisdiction where to do so would be
unlawful.

 

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 Panmure Gordon and Baden Hill, which are both authorised and regulated
by the Financial Conduct Authority (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.

 

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.

 

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

Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements"), 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) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target market
of investors who meet the criteria of retail investors and investors who meet
the criteria of professional clients and eligible counterparties, each as
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all distribution channels (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors (for the purposes of UK Product Governance Requirements) should
note that: (a) the price of the New Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the New Ordinary Shares offer
no guaranteed income and no capital protection; and (c) an investment in the
New Ordinary Shares 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 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 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 Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; 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 New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels.

 

 

 

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