TIDMMIRI
RNS Number : 3292N
Mirriad Advertising PLC
20 January 2023
THIS IS AN ANNOUNCEMENT MADE UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION BY ANY PARTY TO MAKE AN OFFER
UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE FOR MIRRIAD ADVERTISING PLC, NOR AS TO THE
TERMS ON WHICH ANY OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED AND SUPPLEMENTED FROM TIME TO TIME, INCLUDING BY THE MARKET
ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF UK
MAR.
For immediate release
Mirriad Advertising plc
("Mirriad", the "Company" or "Group")
Strategic Review, Formal Sale Process, Appointment of Joint
Broker
and
Appointment of Joint Financial Adviser
The board of directors of Mirriad (the "Board"), the leading
in-content advertising company, has decided to conduct a formal
review of the various strategic options available to the Company to
maximise value for shareholders and other stakeholders (the
"Strategic Review").
The Board and the management believe that, following the
Company's progress and improved position in the US market and the
development of its platform capabilities including programmatic
readiness, the Company is significantly undervalued and that there
is meaningful upside potential to the current share price. While
all options are under consideration, including raising additional
equity and a sale process, there can be no assurance that the
Strategic Review will result in any transaction, nor as to the
terms of any transaction.
The Strategic Review should include an exploration of a wide
range of options including, but not limited to, the merits of
Mirriad remaining a standalone publicly listed company. It must be
emphasised that this is just one of multiple alternatives being
evaluated. The Board has decided that the sale process element of
the Strategic Review should be undertaken under the mechanism
referred to in the City Code on Takeovers and Mergers (the
"Takeover Code") as a "Formal Sale Process". There can be no
certainty that an offer will be made for the Company nor as to the
terms on which any offer may be made.
Background to the Strategic Review
In-content advertising market presents a large opportunity
Based on the announcements made by Amazon and NBCU at the US
advertising "upfronts" in May 2022, Mirriad expects that further
major companies will enter the in-content arena, and that they will
make similar announcements at the US advertising "upfronts" in
2023. The Company believes that ultimately this will lead to an
industry-wide development and adoption of in-content advertising as
a new advertising format.
The scarcity of advertising inventory in the market will only
partly be alleviated by the limited quantity of inventory in
advertising supported streaming platforms. Given the growing
pressure on the entire industry caused by increased programming
cost, the Company expects significant growth in the overall
in-content market beginning in 2024. This is expected to happen
once in-content advertising transactions are automated
programmatically at scale and the marketplace achieves higher
liquidity as a result of additional supply and demand.
Since the summer of 2022, a growing industry sentiment has been
building in the market that the in-content advertising format is
set to become a standard format in the industry. As a result,
Mirriad is now engaged in negotiations and discussions with
multiple tier one supply-side companies including the biggest
connected TV ("CTV") and streaming players in the world. This has
created strong momentum for Mirriad, as the Company is now being
validated as an enterprise (versus point) solution for the creation
of incremental advertising inventory, which should ultimately lead
to recurring, predictable revenues for the business.
Strong momentum for revenue opportunities going into 2023
Since 2020, Mirriad has been developing the market for
in-content advertising in the US by building commercial
partnerships on the supply-side (broadcasters, digital video
content platforms); driving demand from the buy-side (advertisers
and their agencies); and initiating the path to scale through first
integrations with ad-tech platforms.
In this first, adoption phase, where transactions of in-content
inventory are driven campaign by campaign on the basis of a growing
but limited set of accessible content, the Company has succeeded in
building a roster of: 47 content partnerships; activating 299
campaigns for advertisers over the last 5 years; steadily building
active relationships with all major agency groups; integrating with
leading ad-tech partners to programmatically activate first dynamic
insertions; delivering extensive proof of high performance with
third party research; and building a market leading reputation and
position. This is also evidenced by the AdExchanger Award for "Most
Innovative TV Advertising Technology" in November 2022.
A similar dynamic is manifesting itself in the ad-tech space
where players are looking at broader integration opportunities with
Mirriad.
Mirriad is now working with leading advertisers including five
of the top ten global spenders. Some advertisers in the US are
already spending up to 0.3% of their measured media budgets with
the Company, suggesting that in an automated future, with supply
spanning across CTV and streaming, the marketplace could represent
around 3% of the total market by 2026 with a value of approximately
$3.5bn based on data from Zenith for the US advertising market.
Trading Update and Strategic Review process
The Company confirms that revenue for the financial year to 31
December 2022 ("FY 2022") was GBP1.51m. Revenues have firmly
pivoted from China to the US over the last two years with US
revenue increasing from 14% of total revenue for FY 2020, to 44% in
FY 2021 and 78% in FY 2022.
As at 31 December 2022, the Company had GBP11.3m of cash on its
balance sheet, ending the year in a better position than initially
anticipated due to tight and ongoing efficiency measures. As stated
in its 14 December 2022 trading update, in 2022, the Company
implemented a c ost control programme to deliver GBP2.5m of
total
annualised savings, with the vast majority to be achieved in 2023.
The Company has previously said that is has sufficient cash to
fund operations until the third quarter of 2023. The Board is
confident that with the appropriate funding the Company is on track
to deliver its growth strategy and roadmap for 2023, 2024 and 2025
that will be anchored around a wide integration with the media
ecosystem, a full roll-out of programmatic transactability, the
expansion into new emerging platforms and formats and the
acceleration of growth through strategic partnerships in key areas
including influencer media, live experiences, live streaming and
contextual artificial intelligence.
In this context and to enable the Company's growth trajectory,
the Board has determined that it is now appropriate to undertake a
formal review of its corporate strategy and options to maximise
value for its shareholders and other stakeholders. This Strategic
Review will cover a range of options with a number of potential
outcomes including but not limited to:
-- raising additional equity capital from the Company's existing shareholders and new investors;
-- seeking a strategic partner to support the Company's growth
and provide additional balance sheet strength;
-- the sale of the Company or a merger with another public
entity, which will be conducted under the framework of a "formal
sale process" in accordance with the Takeover Code; and
-- the continued review of the Company's strategy, cost base and allocation of cash resources.
The Board will undertake the review in a timely but structured
manner, evaluating merits of each of the outcomes above, and
potentially others that may arise, in defining the future corporate
strategy for the Company.
Appointment of Joint Broker
Mirriad announces the appointment of Baden Hill, a trading name
of Northland Capital Partners Ltd. ("Baden Hill") as Joint Broker
to the Company alongside Nominated Adviser, Joint Financial Adviser
and Joint Broker, Panmure Gordon (UK) Limited ("Panmure Gordon"),
with immediate effect.
Formal Sale Process and Takeover Code considerations
The Strategic Review will be undertaken under the mechanism
referred to in the Takeover Code as a "Formal Sale Process".
The Company has appointed IEG (Deutschland) GmbH ("IEG") as
Joint Financial Advisor. Parties interested in submitting an
expression of interest should contact IEG using the contact details
below. It is currently expected that any party interested in
submitting any form of proposal for consideration in connection
with the Strategic Review (including within the formal sale
process) will, at the appropriate time, enter into a non-disclosure
agreement and standstill arrangement with the Company on terms
satisfactory to the Board and on the same terms, in all material
respects, as other interested parties before being permitted to
participate in the process. The Company then intends to provide
such interested parties with certain information on its business,
following which interested parties shall be invited to submit their
proposals. The Company will update the market in due course
regarding timings for the formal sale process.
The Board reserves the right to alter or terminate any aspect of
the process as outlined above at any time, and to reject any
approach or terminate discussions with any interested party at any
time, and in such cases will make an announcement as
appropriate.
The Company is not currently in discussions with, or in receipt
of an approach from, any potential offeror at the date of this
announcement. The Company will make further announcements as
appropriate. The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any party participating in the formal sale process
will not be required to be publicly identified under Rules 2.4(a)
or (b) and will not be subject to the 28 day deadline referred to
in Rule 2.6(a) of the Takeover Code for so long as it is
participating in the process. Following this announcement, the
Company is now considered to be in an "offer period" as defined in
the Takeover Code, and the dealing disclosure requirements will
apply.
Shareholders are advised that this announcement does not
represent a firm intention by any party to make an offer under Rule
2.7 of the Takeover Code and there can be no certainty that any
offers will be made as a result of the formal sale process, that
any sale, strategic investment or other transaction will be
concluded, nor as to the terms on which any offer, strategic
investment or other transaction may be made.
S
Enquiries:
Mirriad Advertising plc
Stephan Beringer, Chief Executive Officer
David Dorans, Chief Financial Officer
Via Charlotte Street Partners or Panmure Gordon
Joint 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
Joint Financial Adviser
IEG
Mirko Heide, Managing Director
Tel: +49 (0)172 9906353
Jan Wyrowinski, Vice President
Tel: +49 (0)173 2578948
Email: mirriad@ieg-banking.com
Joint Broker:
Baden Hill
Craig Fraser
Tel: +44 (0)20 3951 8904
PR:
Charlotte Street Partners
Tom Gillingham
Tel: +44 (0) 7741 659021
Andrew Wilson
Tel: +44 (0) 7810 636995
MAR
The information contained within this announcement is considered
by the Company to constitute inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR. Upon the
publication of this announcement via a Regulatory Information
Service, this inside information will be considered to be in the
public domain
The person responsible for making this announcement on behalf of
Mirriad is David Dorans, Chief Financial Officer.
About Mirriad
Mirriad's award-winning solution creates new advertising
inventory for brands. Our patented, AI and computer vision powered
platform dynamically inserts products and innovative signage
formats after content is produced. Mirriad's market-first solution
creates a new revenue model for content owners distributing across
traditional ad supported and subscription services, and
dramatically improves the viewer experience by limiting commercial
interruptions. Mirriad currently operates in the US, Europe and
China.
IMPORTANT NOTICES
IEG, which is not authorised and regulated by any financial
regulator in the UK or EU, is acting as Joint Financial Adviser
exclusively for Mirriad and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Mirriad for providing advice in
relation to matters referred to in this announcement. Neither IEG,
nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of IEG in connection with this announcement, any
statement contained herein or otherwise.
Panmure Gordon, which is authorised and regulated by the FCA in
the UK, is acting as Joint Financial Adviser, Nominated Adviser and
Joint Broker exclusively for Mirriad and no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than Mirriad for providing the
protections afforded to its clients or for providing advice in
relation to matters referred to in this announcement. Neither
Panmure Gordon, nor any of its affiliates, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Gordon in connection
with this announcement, any statement contained herein or
otherwise.
Baden Hill, a trading name of Northland Capital Partners Ltd is
authorised and regulated by the FCA in the UK, is acting as Joint
Broker exclusively for Mirriad and no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Mirriad for providing the
protections afforded to its clients or for providing advice in
relation to matters referred to in this announcement. Neither Baden
Hill, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Baden Hill in connection with this
announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities whether pursuant to this announcement or otherwise.
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
formal sale process, and other information published by the Company
contain statements about the Company that are or may be deemed to
be forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, may be forward looking
statements.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or
responsibility to update publicly or review any forward-looking or
other statements contained in this announcement, except as required
by applicable law.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
The Formal Sales Process relates to the securities of a UK
company and is subject to UK procedural and disclosure requirements
that are different from those of the United States. Any financial
statements or other financial information included in announcement
may have been prepared in accordance with non-US accounting
standards that may not be comparable to the financial statements of
US companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States. It may be difficult for US holders of shares to
enforce their rights and any claims they may have arising under the
US federal securities laws in connection with the Formal Sales
Process, since the Company is located in a country other than the
United States, and some or all of their officers and directors may
be residents of countries other than the United States. US holders
of shares may not be able to sue the Company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel the Company and its
respective affiliates to subject themselves to the jurisdiction or
judgment of a US court.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 2.9 disclosure
For the purposes of Rule 2.9 of the Takeover Code, the Company
confirms that, as at 19 January 2023, being the last practicable
business day prior to the date of this announcement, it has
279,180,808 ordinary shares of GBP0.00001 each in issue (the
"Ordinary Shares"). The International Securities Identification
Number for the Ordinary Shares is GB00BF52QY14 .
Publication on website
For the purposes of Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) on Mirriad's website at
www.mirriadplc.com/investor-relations promptly following its
publication and in any event no later than 12 noon (London time) on
the business day following the release of this announcement. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
UPDBIGDBIDBDGXC
(END) Dow Jones Newswires
January 20, 2023 02:00 ET (07:00 GMT)
Mirriad Advertising (LSE:MIRI)
Historical Stock Chart
From Jul 2024 to Jul 2024
Mirriad Advertising (LSE:MIRI)
Historical Stock Chart
From Jul 2023 to Jul 2024