TIDMMIRI
RNS Number : 5341U
Mirriad Advertising PLC
29 March 2023
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY OFFER WILL 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 AMENDED AND SUPPLEMENTED FROM TIME TO TIME, INCLUDING BY THE
MARKET ABUSE (AMENDMENT) (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.
29 March 2023
Mirriad Advertising plc
("Mirriad", the "Company" or "Group")
Update on Strategic Review and Formal Sale Process
Mirriad, the leading in-content advertising company, provides an
update regarding the Strategic Review and Formal Sale Process
announced on 20 January 2023.
Since the launch of the Strategic Review and Formal Sale
Process, a number of interested parties have entered into
early-stage discussions regarding a potential investment into, or a
potential acquisition of the Company. Interested parties have been
invited to put forward non-binding indicative proposals by early
April. The Board will review any such proposals which may be put
forward and invite selected parties to participate further in the
process.
Current discussions may be altered or terminated at any time
and, accordingly, 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.
While all options are under consideration as part of the
Strategic Review, including raising additional equity, there can be
no assurance that the Strategic Review and Formal Sale Process will
result in any transaction, nor as to the terms of any
transaction.
The Board will continue to update the market further as
appropriate.
ENDS
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
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.
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.
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END
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