REG - Mirriad Advertising - Result of Retail Offer & Notice of GM

Mirriad AdvertisingAnnouncement

16/05/2025 07:00

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RNS Number : 9208I  Mirriad Advertising PLC  16 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
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
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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").

 

16 May 2025

 

Mirriad Advertising plc

 

("Mirriad" or the "Company")

 

Result of Retail Offer

and

Notice of General Meeting

 

Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising
and virtual product placement company, is pleased to announce that the WRAP
Retail Offer launched on 14 May 2025 via the Winterflood Retail Access
Platform ("WRAP") has now closed and the Company has conditionally raised
gross proceeds of approximately £0.1 million through the issue of
1,039,746,900 new Ordinary Shares (the "Retail Offer Shares") at an issue
price of 0.01 pence per new Ordinary Shares (the "Issue Price"). Accordingly,
the Company has conditionally raised, total gross proceeds of approximately
£1.6 million pursuant to the Placing and the WRAP Retail Offer (the
"Fundraise").

 

The Placing and the WRAP Retail Offer are conditional upon, amongst other
things, the Placing Agreement not being terminated in accordance with its
terms, entry into the JV Agreement and receipt of the JV Contribution in
escrow and the Resolutions required to implement the Placing and the WRAP
Retail Offer being passed by the Shareholders at the General Meeting proposed
to be held at the offices of Haynes and Boone CDG, LLP, 1 New Fetter Lane,
London EC4A 1AN, at 10.00 a.m. on 2 June 2025.

 

The Circular, which provides further details of the Fundraise and includes a
notice convening the General Meeting, will be sent to Shareholders today and
will also be available on the Company's website at
www.mirriadplc.com/investor-relations
(http://www.mirriadplc.com/investor-relations) .

 

Admission to trading

 

Conditional on the Placing Agreement not being terminated in accordance with
its terms, entry into the JV Agreement and receipt of the JV Contribution in
escrow and the passing of the Resolutions required to implement the Fundraise
at the General Meeting, admission of the 1,039,746,900 Retail Offer Shares and
the 15,000,000,000 Placing Shares to trading on AIM ("Admission") is expected
to take place at 8.00 a.m. on 4 June 2025 (or such later time and/or date as
the Allenby Capital and the Company may agree (being in any event no later
than 8.00 a.m. on 18 June 2025)).

 

Unless otherwise defined, definitions contained in this announcement have the
same meaning as set out in the announcement made by the Company on 13 May 2025
regarding the launch of the Placing (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

 

For further information please visit www.mirriad.com (http://www.mirriad.com)
or contact:

 

 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)

 Winterflood Retail Access Platform          WRAP@winterflood.com
 Joe Winkley, Sophia Bechev                  0203 100 0286

 

 

The Company's LEI is 213800ZKOK9GIME7HE62.

 

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.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

IMPORTANT NOTICES

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the US
Securities Act, and may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. 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 or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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) nor any information published on social media channels,
including content posted by the Company or its employees, is incorporated into
or forms part of this announcement. The Retail Offer Shares to be issued or
sold pursuant to the WRAP Retail Offer will not be admitted to trading on any
stock exchange other than AIM.

 

It is further noted that the WRAP Retail Offer was only open to investors in
the United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

Allenby Capital which is authorised and regulated by the FCA in the United
Kingdom, is acting as nominated adviser and broker to the Company in
connection with the Placing and Subscription. Allenby Capital will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Allenby Capital or for providing advice to any other
person in connection with the Fundraise. Allenby Capital has not authorised
the contents of, or any part of, this announcement, and no liability
whatsoever is accepted by Allenby Capital for the accuracy of any information
or opinions contained in this announcement or for the omission of any material
information.

 

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