TIDMMIRI
RNS Number : 6389Z
Mirriad Advertising PLC
16 May 2023
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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MIRRIAD
ADVERTISING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF MIRRIAD ADVERTISING PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018.
Mirriad Advertising plc
Result of Placing
Publication of Circular
Clarification of Timetable
Mirriad Advertising plc ("Mirriad" or the "Company") is pleased
to announce that, further to the Company's announcement released
earlier today (the "Launch Announcement"), the Bookbuilding Process
has closed and the Company has conditionally raised gross proceeds
of GBP5.75 million through the placing of 191,666,667 Placing
Shares at the Issue Price, being 3 pence per Placing Share.
In addition to the Placing, and as set out in the Launch
Announcement, the Company proposes to raise up to approximately
GBP2 million through the issue of up to 66,666,666 Open Offer
Shares pursuant to an Open Offer to Qualifying Shareholders at the
Issue Price on the basis of 5 Open Offer Shares for every 21
Existing Ordinary Shares held on the Record Date. Qualifying
Shareholders subscribing for their full entitlement under the Open
Offer may also request additional Open Offer Shares through the
Excess Application Facility. Details of the Open Offer and the
action to be taken by Qualifying Shareholders to subscribe for
Ordinary Shares under the Open Offer will be set out in the
Circular, containing a Notice of General Meeting, which will be
sent to Shareholders later today. The Circular will also be
available on the Company's website.
The Placing Shares, when issued, will represent in aggregate
approximately 68.7 per cent. of the Company's existing issued share
capital. The Issue Price of 3 pence per New Ordinary Share
represents a discount of 4.8 per cent. to the closing mid-market
price of 3.15 pence per Ordinary Share on 15 May 2023, being the
latest practicable date prior to the publication of the Launch
Announcement.
Neither the Placing nor the Open Offer are being
underwritten.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made in due course for the New Ordinary
Shares to be admitted to trading on AIM ("Admission"). Admission is
expected to take place at 8.00 a.m. on 5 June 2023
The Fundraising is conditional upon, among other things, the
Placing and Open Offer Agreement not being terminated in accordance
with its terms and the Resolutions required to implement the
Fundraising being duly passed by the shareholders of the Company at
the General Meeting proposed to be held at the offices of Mirriad,
96 Great Suffolk Street, London SE1 0BE, at 11.00 a.m. on 2 June
2023 and Admission becoming effective.
Certain of the directors of the Company also intend to subscribe
for new Ordinary Shares at the Issue Price through the Open Offer
and Excess Application Facility.
Related Party Transaction
M&G Investment Management is a Substantial Shareholder of
the Company as defined by the AIM Rules for Companies and its
participation in the Placing constitutes a related party
transaction under the AIM Rules. The Directors consider, having
consulted with Panmure Gordon, acting in its capacity as the
Company's nominated adviser, that the terms of such placing are
fair and reasonable insofar as the Company's shareholders are
concerned.
Clarification of Timetable for the Fundraising
Expected Timetable for the Fundraising
2023
Record Date for entitlement under the Open 15 May
Offer
Announcement of the Fundraising 16 May
Publication and posting of the Circular, form 16 May
of proxy (the "Form of Proxy") and, to Qualifying
Non-Crest Shareholders, the Open Offer application
form (the "Application Form")
Ex-Entitlement date of the Open Offer 17 May
Open Offer Entitlements and Excess Open Offer 18 May
Entitlements credited to stock accounts in
CREST of Qualifying CREST Shareholders
Latest recommended time and date for requested 4.30 p.m. on 25
withdrawal of Open Offer Entitlements from May
CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 26
Entitlements in CREST May
Latest time and date for splitting of Application 3.00 p.m. on 30
Forms under the Open Offer May
Latest time and date for receipt of Forms 11 a.m. on 31 May
of Proxy and CREST voting instructions
Latest time and date for receipt of Application 11.00 a.m. on 1
Forms and payment June
in full under the Open Offer and settlement
of relevant CREST instructions (as appropriate)
General Meeting 11 a.m. on 2 June
Results of the General Meeting and the Open 2 June
Offer announced through a Regulatory Information
Service
Admission and commencement of dealings in 8.00 a.m. on 5 June
the New Ordinary Shares
Where applicable, expected date for CREST 5 June
accounts to be credited in respect of New
Ordinary Shares in uncertificated form
Where applicable, expected date for dispatch Within 14 days of
of definitive share certificates for New Ordinary Admission
Shares
Long Stop Date 8.00 a.m. on 30
June
Further to the Launch Announcement the Company confirms that
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 18 May 2023. The " Ex-entitlement Date
" is defined as the date on which the Existing Ordinary Shares are
marked "ex" for entitlement under the Open Offer, being 17 May
2023
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified by an
announcement through a Regulatory Information Service. All events
listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General
Meeting.
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning as given to
them in the Launch Announcement.
The person responsible for arranging the release of this
Announcement on behalf of the Company is David Dorans, a director
of the Company.
Enquiries:
Mirriad Advertising Plc
Stephan Beringer, Chief Executive Officer
David Dorans, Chief Financial Officer
Via Charlotte Street Partners or Panmure Gordon
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
Baden Hill (a trading name for
Northland Capital Partners Limited)
- Joint Broker
Craig Fraser
Tel: +44 (0)20 3951 8904
IMPORTANT NOTICES
This announcement and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, the Republic of South Africa or Japan or
any other jurisdiction in which publication, release or
distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States, Australia, Canada, the Republic of South Africa or Japan or
any other state or jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. This announcement has not been approved by the
London Stock Exchange or by any other securities exchange.
The New Ordinary Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (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 (including its territories and possessions, any state of the
United States and the District of Columbia) (the "United States" or
the "US") 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 is not for publication or distribution,
directly or indirectly, in or into or from the United States. This
announcement is not an offer of securities for sale or subscription
into the United States of America. 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 Shares
and/or the Open Offer Shares and/or the issue of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Joint Bookrunners or any of
their respective affiliates, agents, directors, officers,
consultants, partners or employees ("Representatives") that would
permit an offering 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 and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
All offers of the New Ordinary Shares in the United Kingdom will
be made pursuant to an exemption from the requirement to produce a
prospectus under the UK Prospectus Regulation. 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 require the approval of the
relevant communication by an authorised person.
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 Placing 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 for the South
African 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, Japan, New Zealand or
the Republic of South Africa. 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, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction where to do so
would be unlawful.
This announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty or
other assurance, express or implied, is or will be made by the
Joint Bookrunners, or by any of their respective Representatives as
to or in relation to, the contents, accuracy or completeness of
this announcement or any other written or oral information made
available to any interested person or its advisers, and any
liability therefore is expressly disclaimed. None of the
information in this announcement has been independently verified or
approved by the Joint Bookrunners or any of their respective
Representatives. Save for any responsibilities or liabilities, if
any, imposed on the Joint Bookrunners by FSMA or by the regulatory
regime established under it, no responsibility or liability is
accepted by the Joint Bookrunners or any of their respective
Representatives for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this announcement or its contents or otherwise in connection with
this announcement or from any acts or omissions of the Company in
relation to the Fundraising.
Each of Panmure Gordon and Baden Hill, which are both authorised
and regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom, are acting solely for the Company and no-one else
in connection with the transactions and arrangements described in
this announcement and will not regard any other person (whether or
not a recipient of this announcement) as a client in relation to
the transactions and arrangements described in this announcement.
Neither the Joint Bookrunners nor any of their respective
Representatives are responsible to anyone other than the Company
for providing the protections afforded to clients of the Joint
Bookrunners or for providing advice in connection with the contents
of this announcement or for the transactions, arrangements or any
other matters referred to herein.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK 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 such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the New Ordinary
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New
Ordinary Shares 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, the Joint Bookrunners 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 Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
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END
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