TIDMMIRI
RNS Number : 5298B
Mirriad Advertising PLC
02 June 2023
2 June 2023
Mirriad Advertising plc
("Mirriad" or the "Company")
Results of General Meeting, Open Offer, PDMR Dealings and Total
Voting Rights
Mirriad, the leading in-content advertising company, is pleased
to announce that at its General Meeting held earlier today all
resolutions, as set out in the Circular dated 16 May 2023 relating
to a conditional Placing to raise GBP5.75 million (before expenses)
and an Open Offer to raise up to an additional GBP2 million (before
expenses), were duly passed. The proxy votes received from
Shareholders on each Resolution were as follows:
For Against Withheld
Votes % Votes %
------------ ------ -------- ----- ---------
Ordinary Resolution
------------------------------------------------
To authorise the
directors to allot
ordinary shares 145,647,535 99.91 133,476 0.09 89,277
------------ ------ -------- ----- ---------
Special Resolution
------------------------------------------------
To disapply Section
561 of the Companies
Act 2006 145,492,435 99.78 320,576 0.22 67,277
------------ ------ -------- ----- ---------
The number of Ordinary Shares in issue on 2 June 2023 was
279,180,808. Shareholders were entitled to one vote per share.
Accordingly, the Placing and the Open Offer are expected to
complete, conditional on Admission, at 8.00 a.m. on 5 June 2023 (or
such later time and/or date as Panmure Gordon, Baden Hill and the
Company may agree, but in any event by no later than 8.00 a.m. on
30 June 2023).
Result of the Open Offer
The Company is also pleased to announce that it has raised
GBP0.55 million via the Open Offer and, accordingly, has raised
total gross proceeds of approximately GBP6.30 million through the
Placing and Open Offer.
The Open Offer closed for acceptances at 11.00 a.m. on 1 June
2023. Valid acceptances have been received in respect of 18,461,929
Open Offer Shares, representing approximately 27.69 per cent. of
the Open Offer Shares available under the Open Offer. In accordance
with the terms and conditions of the Open Offer, all applications
made pursuant to the Open Offer (and Excess Shares applied for
under the Excess Application Facility) have been met in full. The
Company has therefore raised gross proceeds of approximately
GBP0.55 million through the Open Offer.
Directors' Dealings
As set out in the Circular dated 16 May 2023, Participating
Directors indicated their intention to participate in the Open
Offer. The results of their participation in the Open Offer and
therefore, upon Admission, their interests in Ordinary Shares will
be as follows:
Director Position Number Percentage Number Number Percentage
of Ordinary interest of Shares of Ordinary interest
Shares in Existing acquired Shares in the
held prior Ordinary under the held following Enlarged
to the Share Capital Open Offer the Placing Share Capital
Placing and Open upon Admission
and Open Offer
Offer
Stephan Chief Executive
Beringer Officer 358,333 0.13 833,333 1,191,666 0.24
----------------- ------------- --------------- ------------ ---------------- ----------------
Non-Executive
John Pearson Chairman 261,666 0.09 333,333 594,999 0.12
----------------- ------------- --------------- ------------ ---------------- ----------------
Bob Head Non-Executive
(1) Director 183,333 0.07 135,267 318,600 0.07
----------------- ------------- --------------- ------------ ---------------- ----------------
1. As stated in the Circular Bob Head intended to subscribe for
134,166 Open Offer Shares. He has chosen to subscribe for an
additional 1,101 Open Offer Shares at an additional cost of
GBP33.03.
Interests of the Concert Party
Following the result of the Open Offer, the interests of each of
the members of the Concert Party in the issued ordinary share
capital of the Company and the existence of which is known to, or
could with reasonable due diligence be ascertained by, any Director
following Admission are as follows:
Number of Percentage Number of Percentage
Ordinary interest Ordinary interest
Shares held in Existing Shares held in the Enlarged
prior to Ordinary following Share Capital
the Placing Share Capital the Placing upon Admission
and Open and Open
Offer Offer
IP2IPO Portfolio L.P.
(acting by its general
partner IP2IPO Portfolio
(GP) Limited) (1) 34,460,238 12.34 34,460,238 7.04
------------- --------------- ------------- -----------------
Parkwalk Advisors
Ltd 35,977,908 12.89 35,977,908 7.24
------------- --------------- ------------- -----------------
Dr Mark Alexander
Reilly 66,666 0.02 66,666 0.01
------------- --------------- ------------- -----------------
Alastair Hugh Lowell
Kilgour (2) 791,668 0.28 791,668 0.16
------------- --------------- ------------- -----------------
Lois Day - - - -
------------- --------------- ------------- -----------------
Total 71,296,480 25.54 71,296,480 14.57
------------- --------------- ------------- -----------------
1. Includes (1) 50,001 Ordinary Shares held by two IP Group plc
directors, who each hold 16,667 Ordinary Shares, and those
directors are also directors of IP2IPO Portfolio (GP) Limited and
(2) 16,667 Ordinary Shares held by one other director of IP2IPO
Portfolio (GP) Limited.
2. Held indirectly.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for a
total of 210,128,596 New Ordinary Shares to be admitted to trading
on AIM. It is expected that Admission and dealings in the
210,128,596 New Ordinary Shares will commence at 8.00 a.m. on 5
June 2023. The New Ordinary Shares will rank pari passu with the
existing Ordinary Shares. Following Admission, the Enlarged Share
Capital of the Company will consist of 489,309,404 Ordinary Shares,
none of which are held in treasury. Therefore, the total number of
voting rights in the Company will be 489,309,404 and this figure
may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company.
This announcement should be read in conjunction with the full
text of the Circular posted to Shareholders on 16 May 2023, a copy
of which is available on the Company's website at:
https://www.mirriadplc.com/investor-relations .
The same definitions apply throughout this announcement as are
applied in the Circular.
The person responsible for the release of this announcement on
behalf of the Company is David Dorans, Chief Financial Officer.
S
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
The Market Abuse Regulation (EU 596/2014) pursuant to The Market
Abuse (Amendment) (EU Exit) Regulations 2018 (the "Market Abuse
Regulations"). Upon the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
About Mirriad
Mirriad's award-winning solution unleashes new revenue for
content producers and distributors by creating new advertising
inventory in content. Our patented, AI and computer vision
technology dynamically inserts products and innovative signage
formats after content is produced. Mirriad's market-first solution
seamlessly integrates with existing subscription and advertising
models, and dramatically improves the viewer experience by limiting
commercial interruptions.
Mirriad currently operates in the US, Europe and the Middle
East.
Enquiries:
Mirriad Advertising plc
Stephan Beringer, Chief Executive Officer
David Dorans, Chief Financial Officer
Tel: +44 (0)207 884 2530
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
Financial Communications:
Charlotte Street Partners
Tom Gillingham Tel: +44 (0) 7741 659021
The notifications below are made in accordance with the
requirements of the Market Abuse Regulations:
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name John Pearson
Stephan Beringer
Bob Head
------------------------- ------------------------------------------------
Reason for the notification
2
---------------------------------------------------------------------------
a) Position / status Non-Executive Chairman (John Pearson)
Chief Executive Officer (Stephan Beringer)
Non-Executive Director (Bob Head)
------------------------- ------------------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------- ------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Mirriad Advertising plc
------------------------- ------------------------------------------------
b) LEI 213800ZKOK9GIME7HE62
------------------------- ------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
---------------------------------------------------------------------------
a) Description of Ordinary shares of GBP0.00001 each
the financial ISIN: GB00BF52QY14
instrument, type
of instrument
Identification
code
------------------------- ------------------------------------------------
b) Nature of the Subscription for Ordinary Shares through
transaction Open Offer
------------------------- ------------------------------------------------
c) Price(s) and volume(s) Subscription price of 3p each
333,333 Ordinary Shares (John Pearson)
833,333 Ordinary Shares (Stephan Beringer)
135,267 Ordinary Shares (Bob Head)
------------------------- ------------------------------------------------
d) Aggregated information 333,333 Ordinary Shares and GBP10,000 (John
- Aggregated volume Pearson)
- Price 833,333 Ordinary Shares and GBP25,000 (Stephan
Beringer)
135,267 Ordinary Shares and GBP4,025 (Bob
Head)
------------------------- ------------------------------------------------
e) Date of the transaction 2 June 2023
------------------------- ------------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------- ------------------------------------------------
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END
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