TIDMMIRI
RNS Number : 8744N
Mirriad Advertising PLC
25 January 2023
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Mirriad Advertising plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): N/A
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Mirriad Advertising plc
Use a separate form for each offeror/offeree
------------------------
(d) Is the discloser the offeror or the offeree? OFFEREE
------------------------
(e) Date position held: 24 January 2023
The latest practicable date prior to the disclosure
------------------------
(f) In addition to the company in 1(c) above, is the discloser making disclosures in N/A
respect
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
------------------------
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary Shares of GBP0.00001 each
Interests Short positions
---------------------- ------------------
Number % Number %
---------------- ---- ------------- ---
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
---------------- ---- ------------- ---
(2) Cash-settled derivatives: Nil 0 Nil 0
---------------- ---- ------------- ---
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: Nil 0 Nil 0
---------------- ---- ------------- ---
TOTAL: Nil 0 Nil 0
---------------- ---- ------------- ---
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: None
-----
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and
other employee options) of any person acting in concert with the party to the offer making
the disclosure:
(a) Interests in Mirriad Advertising plc's ordinary shares in which the directors of Mirriad
Advertising plc are interested (including their close relatives and related trusts): Class of relevant Ordinary shares of GBP0.00001 each
securities:
Director Number of Mirriad Percentage of total
Advertising plc's issued share capital
ordinary shares (excluding shares
held under option)*
------------------- ----------------------
Stephan Beringer 358,333 0.13%
------------------- ----------------------
David Dorans 523,857 0.19%
------------------- ----------------------
John Pearson 261,666 0.09%
------------------- ----------------------
Alastair Kilgour 791,668 0.28%
------------------- ----------------------
Bob Head 183,333 0.07%
------------------- ----------------------
*Percentages have been rounded
(b) Options over Mirriad Advertising plc's ordinary shares held by the directors of Mirriad
Advertising plc and their close relatives and related trusts
(i) Options and awards held by Stephan Beringer Date of award Number Exercise Exercise period/vesting
of shares price date**
1 October 1,269,121 GBP0.00001 30 September 2019, 2020
2018 and 2021
----------- ----------- ------------------------
1 October 833,333 GBP0.00001 30 September 2019, 2020
2018 and 2021
----------- ----------- ------------------------
2 April 2020 5,500,000 GBP0.15 Subject to performance
criteria***
----------- ----------- ------------------------
(ii) Options and awards held by David Dorans Date of award Number Exercise Exercise period/vesting
of shares price date**
9 November 394,210 GBP0.195 9 November 2019, 2020 and
2018 2021
----------- --------- --------------------------
18 May 2020 1,154,187 GBP0.15 18 May 2023
----------- --------- --------------------------
18 May 2020 506,613 GBP0.15 18 May 2023
----------- --------- --------------------------
6 June 2022 442,500 GBP0.21 6 June 2024
----------- --------- --------------------------
(iii) Options and awards held by John Pearson Date of award Number Exercise Exercise period/vesting
of shares price date**
16 October 225,000 GBP0.62 16 October 2018, 2019 and
2017 2020
----------- ----------- --------------------------
2 April 2020 1,250,600 GBP0.00001 2 April 2020, 1 October
2020 and 1 October 2021
----------- ----------- --------------------------
2 April 2020 1,349,400 GBP0.15 Subject to performance
criteria***
----------- ----------- --------------------------
(ii) Options and awards held by Bob Head Date of award Number Exercise Exercise period/vesting
of shares price date**
2 April 2020 400,000 GBP0.00001 13 June 2020, 2021 and
2022
----------- ----------- ------------------------
2 April 2020 400,000 GBP0.15 Subject to performance
criteria***
----------- ----------- ------------------------
** All options expire 10 years after grant.
*** Subject to the assessment of the satisfaction of the relevant performance conditions which
relate to the market value of the ordinary shares GBP0.00001 each of the Company. Once vested,
they are capable of exercise at any time thereafter.
(c) Interests in Mirriad Advertising plc's ordinary shares in which other concert party members
are interested: Class of relevant Ordinary shares of GBP0.00001 each
securities:
Name Number of Mirriad Percentage of total
Advertising plc's issued share capital
ordinary shares (excluding shares
held under option)*
------------------- ----------------------
P2IPO Portfolio
LP acting by its
general partner
IP2IPO (GP) Limited 34,393,570 12.3%
------------------- ----------------------
Parkwalk Advisors
Limited 35,977,908 12.9%
------------------- ----------------------
Mark Reilly 33,333 0.01%
------------------- ----------------------
These parties are deemed to be acting in concert with each other for the purposes of the City
Code.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
None.
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
---
Date of disclosure: 25 January 2023
Contact name: David Dorans
----------------
Telephone number: 07584 284991
----------------
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk .
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END
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