Placing and capitalisation of certain liabilities
22 February 2013
mirada plc ("mirada" or "the Company")
(AIM: MIRA)
Placing and capitalisation of certain liabilities
mirada plc, the AIM-quoted audiovisual interaction specialist, is pleased to
announce the completion of an equity placing and a capitalisaton of certain
creditor and loan note balances totalling, in aggregate, £1,469,509.70. The
placing raised gross proceeds of £1,014,000 by the issue of 10,140,000 new
ordinary shares of 1p each at a placing price of 10 pence ("the Placing"). In
addition, certain creditors have agreed to capitalise, in aggregate, £
185,509.70 into 1,855,097 new ordinary shares of 1p each, credited as fully
paid at 10 pence per share and a loan note holder has agreed to convert £
270,000 of their convertible loan notes into 2,700,000 new ordinary shares of
1p each, credited as fully paid at 10 pence per share (the "Capitalisation")
(together "the Transaction").
The Transaction will help strengthen the Company's balance sheet with the net
funds raised from the Placing to be used for working capital purposes, for
ongoing investment in product development and to reinforce mirada's presence in
Latin America.
Under AIM Rule 13 the participation in the Capitalisation by Richard Alden
(Non-Executive Chairman) and Francis Coles (Non-Executive Director), who are
subscribing 626,667 new ordinary shares and 183,613 new ordinary shares
respectively, are related party transactions for the purposes of the AIM Rules.
José Luis Vázquez, Javier Casanueva and Rafael MartÃn Sanz consider, having
consulted with Seymour Pierce, that the terms of Richard Alden and Francis
Coles participations in the Capitalisation are fair and reasonable insofar as
the Shareholders are concerned.
Following the Placing and the Capitalisation, Richard Alden and Francis Coles
will have an interest in the following ordinary shares in the Company:
Number of Number of Percentage of
Transaction shares enlarged issued
Shares following share capital of
Transaction Company
Richard Alden 626,667 1,080,080 2.15%
Francis Coles 183,613 572,486 1.14%
As part of the Placing, Baring Iberia II Inversion En Capital F.C.R. ("Baring")
subscribed for new ordinary shares and has an interest in the following
ordinary shares in the Company:
Number of Number of Percentage of
Placing shares enlarged issued
Shares following share capital of
Placing Company
Baring 2,241,500 8,535,015 17.01%
Javier Casanueva (Non-Executive Director) is a partner of Baring. Under AIM
Rule 13 the participation in the Placing by Baring, who are subscribing for
2,241,500 new ordinary shares, are related party transactions for the purposes
of the AIM Rules. José Luis Vázquez, Richard Alden, Francis Coles and Rafael
MartÃn Sanz consider, having consulted with Seymour Pierce, that the terms of
Baring's participation in the Placing is fair and reasonable insofar as the
shareholders are concerned.
As part of the Capitalisation, £270,000 of the secured 10% convertible loan
note ("Convertible Loan") is being converted into 2,700,000 new ordinary shares
in the Company. Following this conversion the outstanding balance owed in
relation to the Convertible Loan is £1,150,000. In addition, the Company has
come to an agreement with all Convertible Loan holders to introduce a minimum
conversion price of 10p for all future conversions.
Application has been made to the London Stock Exchange for admission of the
14,695,097 new ordinary shares to be issued pursuant to the Placing and the
Capitalisation to be admitted to trading on AIM. Admission is expected to occur
on 27 February 2013.
For the purposes of the Disclosure and Transparency Rules, mirada's total
issued share capital following the issue of the 14,695,097 new ordinary shares
consists of 50,177,793 ordinary shares of 1 penny each.
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, mirada, under the Disclosure and
Transparency Rules.
Enquiries:
mirada plc +44 (0) 207 549 5678
José Luis Vázquez, CEO
Seymour Pierce +44 (0) 207 107 8000
Mark Percy (Corporate Finance)
David Banks (Corporate Broking)
Peterhouse Corporate Finance (Joint Broker) +44 (0) 207 469 0937
Jon Levinson
Bishopsgate Communications +44 (0) 207 562 3350
Nick Rome/Sam Allen/ Matthew Low
mirada@bishopsgatecommunications.com
About mirada
mirada creates and manages services for digital TV platforms and broadcasters
which enable consumers to interact with and purchase digital content on
television, mobile, online and bespoke devices. mirada's products and solutions
are used worldwide to deliver interactive TV, Video on Demand, digital
marketing and payment services. Its products and services have been deployed by
some of the biggest names in digital media and broadcasting including Sky,
Virgin Media, BBC, ITV, France Telecom and Telefónica. Headquartered in London,
mirada has commercial offices across Europe and Latin America and operates
technical centres in the UK and Spain. For more information, visit
www.mirada.tv.