REG - Mirriad Advertising - Result of Placing

Mirriad AdvertisingAnnouncement

03/05/2024 07:00

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RNS Number : 0944N  Mirriad Advertising PLC  03 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.

 

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").

 

3 May 2024

 

Mirriad Advertising plc

 

("Mirriad" or the "Company")

 

Result of Placing

 

Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising
and virtual product placement company, is pleased to announce, further to the
announcement made on 2 May 2024 (the "Launch Announcement") regarding the
launch of a proposed placing by way of an accelerated bookbuild (the
"Placing"), that the accelerated bookbuild has closed and the Company has
conditionally raised gross proceeds of £6.12 million through the successful
placing by Allenby Capital Limited and Baden Hill of 489,600,000 ordinary
shares of £0.00001 each ("Ordinary Shares") in the capital of the Company
(the "Placing Shares") with certain existing and new investors at a price of
1.25 pence per new Ordinary Share (the "Issue Price"). The Placing will be
conducted in two tranches, as follows:

 

·      a firm placing of 53,751,000 Placing Shares (the "Firm Placing
Shares") at the Issue Price 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

 

·      a conditional placing of 435,849,000 Placing Shares (the
"Conditional Placing Shares") at the Issue Price to be issued conditional
upon, amongst other things, the passing of the Resolutions at the General
Meeting (as described further below) (the "Conditional Placing").

 

Accordingly, assuming the Directors' Subscription proceeds as intended, the
Company has conditionally raised total gross proceeds of £6.3 million (before
expenses) from the Placing and Directors' Subscription.

 

The Firm Placing is conditional upon, amongst other things, the Placing
Agreement not having been terminated in accordance with its terms and First
Admission becoming effective.

 

The Conditional Placing is conditional upon, amongst other things,
Shareholders approving the Resolutions at the General Meeting that will grant
to the Directors the authority to allot new Ordinary Shares for cash on a
non-pre-emptive basis. The General Meeting is proposed to be held 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.

 

Retail Offer

 

On 2 May 2024, concurrent with the Placing, the Company announced a retail
offer to existing Shareholders via REX for up to 44,000,000 new Ordinary
Shares (the "Retail Offer Shares") to raise up to an additional £0.55 million
(before expenses) at the Issue Price (the "Retail Offer"). The Retail Offer
will close no later than 11.00 a.m. on 7 May 2024 and a further announcement
will be made once the Retail Offer has closed. Any additional funds raised as
a result of the Retail Offer will be used for general working capital
purposes.

 

The Retail Offer is conditional upon, amongst other things, Shareholders
approving the Resolutions at the General Meeting that will grant to the
Directors the authority to allot new Ordinary Shares for cash on a
non-pre-emptive basis.

 

Related party transactions

 

M&G plc ("M&G") and Rathbones Investment Management Ltd ("Rathbones") (together, the "Substantial Shareholders") are substantial shareholders in the Company (as defined in the AIM Rules for Companies (the "AIM Rules")) and are therefore considered to be related parties of the Company pursuant to the AIM Rules. M&G has agreed to subscribe for 59,920,000 Placing Shares and Rathbones has agreed to subscribe for 91,685,280 Placing Shares. The participation by each Substantial Shareholder in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The Directors (excluding Stephan Berringer, Nic Hellyer and Bob Head, who are not independent due to their anticipated participation in the Fundraising via the Directors' Subscription), having consulted with Allenby Capital, acting in its capacity as the Company's nominated adviser, consider that the participation of the Substantial Shareholders in the Placing to be fair and reasonable insofar as the Shareholders are concerned.

 

First Admission and Total Voting Rights

 

An application will be made for the 53,751,000 Firm Placing Shares, issued
under the Company's existing authorities, to be admitted to trading on AIM at
8.00 a.m. on or around 9 May 2024 ("First Admission").

 

The Firm Placing 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.

 

Following First Admission, the Company's issued ordinary share capital will
comprise 543,060,404 Ordinary Shares with one voting right each. The Company
does not hold any Ordinary Shares in treasury. Accordingly, with effect from
First Admission, the above 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 under the FCA's Disclosure Guidance and Transparency Rules.

 

Stephan Beringer, CEO at Mirriad, said:

 

"This successful placing means we can move forward from our build phase,
towards true scale with confidence. We will capitalise on the market power of
our steadily growing roster of US entertainment 'majors' and 'supermajors' and
continue along the steady path towards programmatic, which has always been
identified as the catalyst for future growth.

 

"Strong backing from institutional and retail investors underlines continuing
confidence in Mirriad's future direction, alongside our ability to address the
significant opportunity that exists to lead a new paradigm in advertising. The
management team is absolutely focused on converting this, ultimately building
long-term shareholder value to recognise the support shown by our investors."

 

Unless otherwise defined, definitions contained in this Announcement have the
same meaning as set out in the Launch Announcement.

 

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

 

 

ENDS

 

For further information please visit www.mirriad.com (http://www.mirriad.com)
or contact:

 

 Mirriad Advertising plc                                              c/o Charlotte Street Partners

 Stephan Beringer, Chief Executive Officer

 Nic Hellyer, Chief Financial Officer

 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

 

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

 

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.

 

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 IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO
THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(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.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE
THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO: (A) FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS"
IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS,
ETC.") OF THE ORDER; OR (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL
TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.

 

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER 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" ) 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.

 

The distribution of this Announcement 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.

 

This Announcement and/or any part of it is for information purposes only and
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States, Australia, Canada, the Republic of South Africa or Japan
or any other jurisdiction in which the same would be unlawful.  No public
offering of the New Ordinary Shares is being made in any such jurisdiction.

 

The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA.

 

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 FSMA 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 from 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.

 

Persons (including without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

 

By participating in the Bookbuild and the Placing, each person who is invited
to and who chooses to participate in the Placing by making an oral, electronic
or written and legally binding offer to acquire Placing Shares will be deemed
to have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the terms and
conditions contained herein and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings contained in
Appendix II (Terms and Conditions of the Placing).  Members of the public are
not eligible to take part in the Placing and no public offering of Placing
Shares is being or will be made.

 

This Announcement contains inside information for the purposes of Article 7 of
MAR. In addition, market soundings (as defined in MAR) were taken in respect
of certain of the matters contained within this Announcement, with the result
that certain persons became aware of such inside information (as defined in
MAR). Upon the publication of this Announcement via a Regulatory Information
Service, those persons that received such inside information in a market
sounding are no longer in possession of such inside information.

 

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 Allenby Capital and Baden Hill, which are both authorised and
regulated by 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.

 

Allenby Capital's responsibilities as Mirriad's nominated adviser under the
AIM Rules for Nominated Advisers are owed solely to the Exchange and are not
owed to Mirriad or to any director of Mirriad or to any other person.

 

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of applicable laws of other jurisdictions.

 

Cautionary statements

 

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of and replacement of key personnel.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this Announcement by or on behalf of the Company speak only as of the date
they are made.

 

The information contained in this Announcement is subject to change without
notice and except as required by applicable law or regulation (including to
meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules
and/or FSMA), the Company and the Joint Bookrunners expressly disclaim any
obligation or undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to reflect any
changes in the Company's expectations with regard thereto or any changes in
events, conditions or circumstances on which any such statements are based.
Statements contained in this Announcement regarding past trends or activities
should not be taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.

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 per
share of the Company for the current or future years would necessarily match
or exceed the historical published earnings per share of the Company. Any
indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance.

 

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. Each investor or prospective investor should conduct his, her or
its own investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information. The price
and value of securities can go down as well as up.

 

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.

 

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