REG - Mirriad Advertising - Launch of Retail Offer

Mirriad AdvertisingAnnouncement

02/05/2024 17:45

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RNS Number : 0780N  Mirriad Advertising PLC  02 May 2024

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 END OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
MIRRIAD ADVERTISING PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, 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 ("MAR").

 

 

2 May 2024

 

Mirriad Advertising plc

 

("Mirriad" or the "Company")

 

Retail offer to raise up to £550,000

 

Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising
and virtual product placement, is pleased to announce a retail offer via REX
(the "Retail Offer") of ordinary shares of £0.00001 each ("Ordinary Shares")
in the capital of the Company (the "Retail Offer Shares") at an issue price of
1.25 pence per new Ordinary Share (the "Issue Price").

 

In addition to the Retail Offer, earlier today, the Company announced a
conditional placing (the "Placing") of new Ordinary Shares (the "Placing
Shares") with new and existing institutional investors to raise a minimum of
£5.32 million before expenses at the Issue Price. The Placing will be
conducted in two tranches; (i) a firm placing of 53,751,000 Placing Shares
(the "Firm Placing Shares") to be issued pursuant to the Company's existing
authorities to issue and allot equity securities on a non-pre-emptive basis,
granted at the Company's 2023 annual general meeting (the "Firm Placing"); and
(ii) a conditional placing of a minimum of 371,849,000 Placing Shares (the
"Conditional Placing Shares") conditional upon, amongst other things, the
passing of the Resolutions at the General Meeting (the "Conditional Placing").

 

For the avoidance of doubt, the Retail Offer is not part of the Placing.

 

The Firm Placing is conditional upon, amongst other things, the Placing
Agreement not having been terminated in accordance with its terms and
admission of the Firm Placing Shares to trading on the AIM market of London
Stock Exchange plc ("First Admission") becoming effective.

 

First Admission is expected to take place at 8.00 a.m. on 9 May 2024 (or such
later time and/or date as Allenby Capital Limited ("Allenby Capital"), Baden
Hill, a trading name of Northland Capital Partners Limited ("Baden Hill") and
the Company may agree (being in any event no later than 8.00 a.m. on 22 May
2024)).

 

The Retail Offer, the Conditional Placing and the Directors' Subscription (as
defined below) are conditional upon, amongst other things, the Placing
Agreement not being terminated in accordance with its terms and Shareholders
approving the Resolutions at the General Meeting. The General Meeting is
proposed to be held at the Company's offices, at 96 Great Suffolk Street,
London SE1 0BE at 10.00 a.m. on 23 May 2024. The Circular, which will provide
further details of the Fundraising and include a notice convening the General
Meeting, will be sent to Shareholders following the close of the Retail Offer.

 

Admission of the Retail Offer Shares and the Conditional Placing Shares to
trading on the AIM market of London Stock Exchange plc ("Second Admission") is
expected to take place at 8.00 a.m. on 28 May 2024 (or such later time and/or
date as Allenby Capital, Baden Hill and the Company may agree (being in any
event no later than 8.00 a.m. on 10 June 2024)).

 

As previously announced, whilst certain members of the Board and a proposed
Director (the "Participating Directors") are keen to participate in the
Fundraising, as the Company is currently in a closed period pursuant to MAR
until the publication of its preliminary results for the financial year ended
31 December 2023 (the "Preliminary Results"), the Participating Directors are
not permitted to deal in the Company's Ordinary Shares until after the
publication of the Preliminary Results (and subject to certain other
requirements). The Company intends to publish the Preliminary Results as soon
reasonably practicable following receipt of the net proceeds of the Placing
and the Retail Offer. The Participating Directors will subscribe for the
Subscription Shares at the first available opportunity following publication
of the Preliminary Results (the "Directors' Subscription") and will
participate in the Directors' Subscription on substantially identical terms as
those of the Placing. The Company will make a further announcement through a
Regulatory Information Service confirming when it is expected that admission
of the Subscription Shares will become effective.

 

Completion of the Retail Offer is conditional upon, amongst other things, the
completion of the Placing but is not conditional upon the completion of the
Directors' Subscription.

 

Retail Offer

 

The Company values its retail investor base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
with the opportunity to participate in the Retail Offer via participating
financial intermediaries. Accordingly, the Company is making the Retail Offer
open to eligible individual and institutional investors in the United Kingdom
following release of this announcement through the REX platform.

 

The Retail Offer is expected to close by 11.00 a.m. on 7 May 2024. Eligible
shareholders should note that financial intermediaries may have earlier
closing times.

 

At the time of this announcement, the following intermediaries have confirmed
their participation in the Retail Offer:

 

·      AJ Bell

·      Hargreaves Lansdown

·      interactive investor

 

Other retail brokers or wealth managers wishing to participate in the Retail
Offer on behalf of existing retail shareholders should contact
info@rexretail.com.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary and, as at the date of this
announcement, and prior to placing an order for the Retail Offer Shares, must
be a shareholder in the Company.

 

Eligible investors wishing to subscribe for Retail Offer Shares should contact
their broker or wealth manager who will confirm if they are participating in
the Retail Offer.

 

There is a minimum subscription of £50 per investor. The terms and conditions
on which investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed £0.55
million.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in section 86(1)(e) of FSMA. As such,
there is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority (the "FCA"), or for
approval of the same by the FCA. The Retail Offer is not being made into any
jurisdiction other than the United Kingdom.

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the FCA (or any other authority) in
relation to the Retail Offer, and investors' commitments will be made solely
on the basis of the information contained in this announcement and information
that has been published by or on behalf of the Company prior to the date of
this announcement by notification to a Regulatory Information Service in
accordance with the FCA's Disclosure Guidance and Transparency Rules and MAR.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Nic Hellyer, Chief Financial Officer of the Company.

 

Unless otherwise defined, definitions contained in this announcement have the
same meaning as set out in the announcement made by the Company on 2 May 2024
regarding the launch of the Placing.

 

Enquiries:

 Mirriad Advertising plc                                              c/o Charlotte Street Partners

 Stephan Beringer, Chief Executive Officer

 Nic Hellyer, Chief Financial Officer

 REX                                                                  Info@rexretail.com

 Nominated Adviser, Broker & Joint Bookrunner:                        Tel: +44 (0)20 3328 5656

 Allenby Capital Limited

 James Reeve/Lauren Wright (Corporate Finance)

 Guy McDougall/Matt Butlin (Sales and Corporate Broking)

 Joint Bookrunner:                                                    Tel: +44 (0)20 3951 8907

 Baden Hill (a trading name for Northland Capital Partners Limited)

 Matthew Wakefield/Alex Schlich

 Financial Communications:                                            Tel: +44 (0) 7741 659021

 Charlotte Street Partners

 Tom Gillingham

 

The Company's LEI is 213800ZKOK9GIME7HE62.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

IMPORTANT NOTICES

 

The content of this announcement has been prepared by and is the sole
responsibility of the Company.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction. In
particular, this announcement is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the United
States and the District of Columbia (the "United States")), Australia, Canada,
Japan, the Republic of South Africa or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act") or
under the applicable state securities laws of the United States and may not be
offered or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the Securities Act. In addition, the Company has not been, and will not
be, registered under the United States Investment Company Act of 1940, as
amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, Japan, the Republic of South Africa or any
other jurisdiction in which such offer or solicitation is or may be unlawful.
No public offer of the securities referred to herein is being made in any such
jurisdiction.

 

REX is a proprietary technology platform owned and operated by Peel Hunt LLP
(registered address at 7th Floor, 100 Liverpool Street, London EC2M 2AT; FRN
530083). Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for no-one else
and will not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the Retail Offer and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
Retail Offer, Second Admission and the other arrangements referred to in this
announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. These forward-looking
statements speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and Peel Hunt expressly
disclaim any obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such statements are
based unless required to do so by the AIM Rules for Companies or applicable
law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Allenby Capital, Baden Hill, Peel
Hunt nor any of their respective affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Allenby Capital, Baden Hill, Peel
Hunt and their respective affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

All references to time in this announcement are to London time, unless
otherwise stated.

 

It is further noted that the Retail Offer is only open to investors in the
United Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).

 

 

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