REG - Mirriad Advertising - Result of Placing

Mirriad AdvertisingAnnouncement

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RNS Number : 6136I  Mirriad Advertising PLC  14 May 2025

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

 

14 May 2025

 

Mirriad Advertising plc

 

("Mirriad" or the "Company")

 

Result of Placing

 

Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising
and virtual product placement company, is pleased to announce, further to the
announcement made on 13 May 2025 (the "Launch Announcement") regarding the
launch of a proposed placing by way of an accelerated bookbuild (the
"Placing"), that the accelerated bookbuild has closed and the Company has
conditionally raised gross proceeds of £1.5 million through the successful
placing by Allenby Capital Limited ("Allenby Capital") of 15,000,000,000
ordinary shares of £0.00001 each ("Ordinary Shares") in the capital of the
Company (the "Placing Shares") with certain existing and new investors at a
price of 0.01 pence per new Ordinary Share (the "Issue Price").

 

The Placing is conditional upon, amongst other things, the Placing Agreement
not having been terminated in accordance with its terms, Admission becoming
effective and Shareholders approving the Resolutions at the General Meeting
that will grant to the Directors the authority to allot new Ordinary Shares
and to dis-apply pre-emption rights. The General Meeting is proposed to be
held at 10:00 a.m. on 2 June 2025. The Circular, which will provide further
details of the Fundraise and include a notice convening the General Meeting,
will be sent to Shareholders following the close of the WRAP Retail Offer.

 

Subject to the passing of the Resolutions at the General Meeting, an
application will be made for the 15,000,000,000 Placing Shares to be admitted
to trading on AIM at 8:00 a.m. on or around 4 June 2025 ("Admission").

 

The Placing 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.

 

WRAP Retail Offer

 

On 14 May 2025, in addition to the Placing, the Company announced a retail
offer to existing Shareholders via the Winterflood Retail Access Platform
("WRAP") for up to 2,000,000,000 new Ordinary Shares (the "Retail Offer
Shares") to raise up to an additional £200,000 (before expenses) at the Issue
Price (the "WRAP Retail Offer"). The WRAP Retail Offer will close no later
than 4:30 p.m. on 15 May 2025 and a further announcement will be made once the
WRAP Retail Offer has closed. Any additional funds raised as a result of the
WRAP Retail Offer will be used for general working capital purposes.

 

The WRAP Retail Offer is 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 and to disapply
-pre-emption rights.

 

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

 

 

ENDS

 

Enquiries:

 

 Mirriad Advertising Plc                     c/o Allenby

 Stephan Beringer, Chief Executive Officer

 Nic Hellyer, Chief Financial Officer

 Nominated Adviser, Broker & Bookrunner

 Allenby Capital Limited                     Tel: +44 (0)20 3328 5656
 James Reeve/Lauren Wright/Daniel Dearden-Williams (Corporate Finance)

 Guy McDougall/Matt Butlin (Sales and Corporate Broking)

 

 

This Announcement should be read in its entirety. In particular, the
information in the "Cautionary statements" section of the Announcement should
be read and understood.

 

About Mirriad

 

The leader in virtual product placement and in-content advertising, Mirriad's
multi-patented and award-winning platform dynamically inserts products and
brands into Television, SVOD/AVOD, Music, and Influencer content. Mirriad
creates net-new revenue opportunities for content owners with an ad format
that virtually integrates brands in entertainment content, drives exceptional
performance for advertisers and dramatically improves the viewing experience.

 

Mirriad currently operates in the US, Europe and India.

 

 

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, cost cutting
strategy, 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, joint ventures or combinations within third parties or 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 Allenby Capital 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 Allenby Capital.
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 Fundraise 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.

 

 

 

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