Result of Retail Offer & Notice of GM

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 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").

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 or contact:

Mirriad Advertising plc Stephan Beringer, Chief Executive Officer Nic Hellyer, Chief Financial Officer	c/o Charlotte Street Partners
Nominated Adviser, Broker & Joint Bookrunner: Allenby Capital Limited James Reeve/Lauren Wright (Corporate Finance) Guy McDougall/Matt Butlin (Sales and Corporate Broking)	Tel: [phone]
Joint Bookrunner: Baden Hill (a trading name for Northland Capital Partners Limited) Matthew Wakefield/Alex Schlich	Tel: [phone]
REX	[e-mail]
Financial Communications: Charlotte Street Partners          Tom Gillingham	Tel: [phone]

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.

 

END