REG - Mirriad Advertising - Result of Retail Offer & Notice of GM

Mirriad AdvertisingAnnouncement

07/05/2024 14:00

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RNS Number : 4667N  Mirriad Advertising PLC  07 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
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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").

 

7 May 2024

 

Mirriad Advertising plc

 

("Mirriad" or the "Company")

 

Result of Retail Offer

and

Notice of General Meeting

 

Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising
and virtual product placement, is pleased to announce that the Retail Offer
launched on 2 May 2024 via REX has now closed and the Company has
conditionally raised gross proceeds of £0.49 million through the issue of
39,291,490 Retail Offer Shares at an issue price of 1.25 pence per new
Ordinary Shares (the "Issue Price"). Accordingly, the Company has
conditionally raised, assuming the Directors' Subscription proceeds as
intended, total gross proceeds of approximately £6.79 million pursuant to the
Placing, the Retail Offer and the Directors' Subscription (the "Fundraising").
The Retail Offer included a £200,000 order from an existing institutional
Shareholder that did not participate in the Placing. No retail Shareholders
were scaled back in order to accommodate this order.

 

The Firm Placing is conditional upon, amongst other things, the Placing
Agreement not being terminated in accordance with its terms and First
Admission. The Conditional Placing, the Retail Offer and the Directors
Subscription are conditional upon, amongst other things, the Placing Agreement
not being terminated in accordance with its terms and the Resolutions required
to implement the Conditional Placing, the Retail Offer and the Directors'
Subscription being passed by the Shareholders at the General Meeting proposed
to be held at the offices of Osborne Clarke LLP at One London Wall, London,
EC2Y 5EB, at 10.00 a.m. on 23 May 2024. Shareholders should note the change of
location of the General Meeting from the one notified in the Launch
Announcement (as defined below).

 

The Circular, which provides further details of the Fundraising and includes a
notice convening the General Meeting, will be sent to Shareholders today and
will also be available on the Company's website at
www.mirriadplc.com/investor-relations.

 

Admission to trading

 

Conditional on the passing of the Resolutions at the General Meeting,
admission of the 39,291,490 Retail Offer Shares and the 435,849,000
Conditional Placing Shares to trading on AIM ("Second Admission") is expected
to take place at 8.00 a.m. on 28 May 2024 (or such later time and/or date as
the Joint Bookrunners and the Company may agree (being in any event no later
than 8.00 a.m. on 10 June 2024)). A separate announcement will be made
following the General Meeting as to the results of the General Meeting and the
total voting rights following Second Admission.

 

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.

 

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 (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

 REX                                                                  Info@rexretail.com

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

 Charlotte Street Partners

 Tom Gillingham

 

This Announcement should be read in its entirety.  In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

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.

 

 

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