TIDMMIRI
RNS Number : 1900W
Mirriad Advertising PLC
14 April 2023
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.
14 April 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.
Further to Mirriad's announcement on 29 March 2023 and following
discussions with interested parties regarding a potential
investment into or a potential acquisition of the Company, the
board of the Company has concluded that there is no prospect that
an offer for the issued and to be issued share capital of the
Company will be forthcoming by early April and has accordingly
decided to terminate the formal sale process under the City Code on
Takeovers and Mergers (the "Takeover Code"). The Company is not in
discussions with any party in relation to a sale and is not in
receipt of any approaches. Accordingly, the Company is no longer in
an offer period and the requirement to make disclosures under Rule
8 of the Takeover Code has now ceased.
Further to the Company's announcement on 20 January 2023, in
which it detailed that the Company has sufficient cash to fund
operations until the third quarter of 2023, Mirriad advises that
its cash position as at 31 March 2023 was GBP7.52m. Consequently,
the Board continues to assess all of its strategic options,
including seeking additional funding. If further funding cannot be
raised, the Board will consider all options and will take the
appropriate steps to preserve value for key stakeholders. There can
be no certainty that the terms of any investment received will be
suitable.
The Board will continue to update the market further as
appropriate.
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
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
Asia.
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 Sale 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 the
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 Sale 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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