Public Opening Position Disclosure (Form 8 OPD)

RNS Number : 8744N

Mirriad Advertising PLC

25 January 2023

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.  KEY INFORMATION

(a) Full name of discloser:	Mirriad Advertising plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):   The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:   Use a separate form for each offeror/offeree	Mirriad Advertising plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	24 January 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?   If it is a cash offer or possible cash offer, state "N/A"	N/A

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares of £0.00001 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)  Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Interests in Mirriad Advertising plc's ordinary shares in which the directors of Mirriad Advertising plc are interested (including their close relatives and related trusts): Class of relevant securities: Ordinary shares of £0.00001 each Director Number of Mirriad Advertising plc's ordinary shares held Percentage of total issued share capital (excluding shares under option)* Stephan Beringer 358,333 0.13% David Dorans 523,857 0.19% John Pearson 261,666 0.09% Alastair Kilgour 791,668 0.28% Bob Head 183,333 0.07% *Percentages have been rounded (b)  Options over Mirriad Advertising plc's ordinary shares held by the directors of Mirriad Advertising plc and their close relatives and related trusts (i)  Options and awards held by Stephan Beringer Date of award Number of shares Exercise price Exercise period/vesting date** 1 October 2018 1,269,121 £0.00001 30 September 2019, 2020 and 2021 1 October 2018 833,333 £0.00001 30 September 2019, 2020 and 2021 2 April 2020 5,500,000 £0.15 Subject to performance criteria*** (ii)  Options and awards held by David Dorans  Date of award Number of shares Exercise price Exercise period/vesting date** 9 November 2018 394,210 £0.195 9 November 2019, 2020 and 2021 18 May 2020 1,154,187 £0.15 18 May 2023 18 May 2020 506,613 £0.15 18 May 2023 6 June 2022 442,500 £0.21 6 June 2024 (iii)  Options and awards held by John Pearson  Date of award Number of shares Exercise price Exercise period/vesting date** 16 October 2017 225,000 £0.62 16 October 2018, 2019 and 2020 2 April 2020 1,250,600 £0.00001 2 April 2020, 1 October 2020 and 1 October 2021 2 April 2020 1,349,400 £0.15 Subject to performance criteria*** (ii)  Options and awards held by Bob Head  Date of award Number of shares Exercise price Exercise period/vesting date** 2 April 2020 400,000 £0.00001 13 June 2020, 2021 and 2022 2 April 2020 400,000 £0.15 Subject to performance criteria*** ** All options expire 10 years after grant. *** Subject to the assessment of the satisfaction of the relevant performance conditions which relate to the market value of the ordinary shares £0.00001 each of the Company.  Once vested, they are capable of exercise at any time thereafter. (c)  Interests in Mirriad Advertising plc's ordinary shares in which other concert party members are interested: Class of relevant securities: Ordinary shares of £0.00001 each Name Number of Mirriad Advertising plc's ordinary shares held Percentage of total issued share capital (excluding shares under option)* P2IPO Portfolio LP acting by its general partner IP2IPO (GP) Limited 34,393,570 12.3% Parkwalk Advisors Limited 35,977,908 12.9% Mark Reilly 33,333 0.01% These parties are deemed to be acting in concert with each other for the purposes of the City Code.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.  OTHER INFORMATION

(a)  Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None.

(b)  Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None.

(c)  Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	25 January 2023
Contact name:	David Dorans
Telephone number:	07584 284991

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

 

END

 

 

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