TIDMMIRI
RNS Number : 8322G
Mirriad Advertising PLC
27 November 2020
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 OF THIS ANNOUNCEMENT.
27 November 2020
Mirriad Advertising plc
Posting of documents in relation to the Placing and Open
Offer
Mirriad Advertising plc ("Mirriad" or the "Company"), the
computer vision, technology and AI platform company, is pleased to
confirm that, further to the announcements made on 26 November 2020
and 27 November 2020 (the "Fundraising Announcements"), it has
today posted a copy of the Circular, the Notice of General Meeting
and associated Form of Proxy to Shareholders. The Company has today
also posted an Application Form to Qualifying Shareholders entitled
to participate in the Open Offer setting out their Basic
Entitlements. The Circular will shortly be available on the
Company's website.
Terms and definitions used in this announcement shall have the
same meaning as ascribed to them in the Fundraising Announcements
unless otherwise stated.
For further information please visit www.mirriadplc.com or
contact:
Mirriad Advertising plc.
Stephan Beringer, Chief Executive Tel: +44 (0)207 884 2530
Officer
David Dorans, Chief Financial
Officer
Nominated Adviser, Sole Broker & Bookrunner: Canaccord
Genuity Limited
Simon Bridges Tel: +44 (0)20 7523 8000
Richard Andrews
Thomas Diehl
Co-manager: Baden Hill (a trading name of Northland Capital
Partners Limited)
Craig Fraser Tel: +44 (0)207 903 7004
Matthew Wakefield Tel: +44 (0)207 903 7003
Financial Communications: Charlotte Street Partners
Tom Gillingham Tel: +44 (0) 7741 659021
Katie Stanton Tel: +44 (0) 7789 204508
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 China.
IMPORTANT NOTICES
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (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 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 AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR 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.
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 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 and/or
the Open Offer and/or issue of the New Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, Canaccord Genuity Limited ( " Canaccord Genuity "),
Baden Hill, a trading name of Northland Capital Partners Limited
("Baden Hill") or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer 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, Canaccord Genuity
and Baden Hill to inform themselves about and to observe any such
restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities 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")), Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the new ordinary shares is being made in any such
jurisdiction.
All offers of the New Ordinary Shares in the United Kingdom or
the EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus in respect
of the Placing. 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 apply.
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 Fundraising 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 from the South
Africa 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, the Republic of South
Africa or Japan. 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, the Republic of South
Africa or Japan or any other jurisdiction outside the United
Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
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, 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 or combinations 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 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. Except as required by applicable law or
regulation, the Company and each of Canaccord Genuity and Baden
Hill 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 statement is
based.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II 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 the new ordinary shares are: (i)
compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the new ordinary shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
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, Canaccord
Genuity and Baden Hill 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 MiFID II; 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.
Canaccord Genuity and Baden Hill which are both authorised and
regulated in the United Kingdom by the FCA, are acting exclusively
for the Company in connection with the proposed Fundraising and
will not be acting for any other person or otherwise be responsible
to any person for providing the protections afforded to clients of
Canaccord Genuity or Baden Hill or for advising any other person in
respect of the proposed Fundraising or any transaction, matter or
arrangement referred to in this Announcement. Canaccord Genuity's
responsibilities as the Company's nominated adviser and broker
under the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any
Director or to any other person in respect of his decision to
acquire shares in the Company in reliance on any part of this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord Genuity, Baden Hill or by any
of their respective affiliates or agents as to, or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefor
is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
AIM.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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END
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