Proposed AIM cancellation & notice of GM

Mirada PLC

18 May 2023

 

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of Regulation (EU) 596/2014, as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

18 May 2023 

Mirada plc

("Mirada" or the "Company")

Proposed cancellation of admission to trading on AIM of ordinary shares, re-registration as a private limited company and adoption of new Articles of Association and

notice of General Meeting

Update on trading for the year to 31 March 2023

Mirada (AIM: MIRA), a leading provider of integrated software solutions for digital TV operators, broadcasters and streaming platforms, announces the proposed cancellation of admission to trading on AIM of its ordinary shares ("Cancellation"), re-registration as a private limited company ("Re-registration") and adoption of new articles of association ("New Articles") (together, the "Proposals").

The Directors have undertaken a review to evaluate the benefits and drawbacks to the Company and its Shareholders of retaining the admission to trading on AIM of the Ordinary Shares. This review has included, amongst other matters, the impact of the concentration of Ordinary Shares beneficially owned by one major shareholder, the inability of the Company to attract material new investment from third party equity investors, the public market share trading and valuation volatility of the Company and the increasing costs of maintaining a public quotation. For these reasons, the Directors have concluded that the Proposals are in the best interests of the Company and its Shareholders as a whole. Further details of the background to and reasons for the Proposals are set out in Appendix I to this announcement.

The Proposals are subject to Shareholder approval and accordingly, a circular will be sent to Shareholders today setting out the background to and reasons for the Proposals ("Circular") and which will contain a notice convening a general meeting ("General Meeting") at which Shareholders are invited to consider and, if thought fit, approve resolutions to implement the Proposals. Extracts of the Circular can be found in Appendix I to this announcement.

To be passed, the Cancellation Resolution requires, pursuant to Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. The resolution to approve the Re-registration and the adoption of New Articles also requires the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting.

Kaptungs, the holder of 87.21 per cent. of the Issued Share Capital, has irrevocably undertaken to procure that the votes attaching to its Ordinary Shares are cast in favour of the Resolutions by the registered holder of those Ordinary Shares (such Ordinary Shares being held on behalf of Kaptungs by a nominee) and therefore, the Resolutions are expected to be passed at the General Meeting and therefore the Cancellation and Re-Registration are expected to proceed.

The General Meeting will be held at the offices of the offices of Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 12 noon on 9 June 2023.

To facilitate future shareholder transactions in Ordinary Shares, JP Jenkins has been appointed to provide a matched bargain facility, which is expected to be available from 19 June 2023. Shareholders wishing to trade these securities can do so through their stockbroker. Trades will be conducted at a level that JP Jenkins is able to match a willing seller and a willing buyer. Trades can be conducted, and limits can be accepted, during normal business hours. Shareholders or potential investors can place limits via their existing UK regulated stockbroker.

A copy of the Circular and the New Articles will be made available later today on the Company's website at www.mirada.tv.

Expected timetable of principal events

Announcement of the Proposals	18 May 2023
Posting of the Circular and Forms of Proxy	18 May 2023
Latest time and date for receipt of Forms of Proxy	12 noon on 7 June 2023
Time and date of General Meeting	12 noon on 9 June 2023
Company's announcement of result of General Meeting	9 June 2023
Expected last day of dealings in the Ordinary Shares on AIM	16 June 2023
Expected time and date of the AIM Cancellation	7.00 a.m. on 19 June 2023
Matched Bargain Facility for Ordinary Shares commences	19 June 2023
Expected date of Re-registration	on or around 14 July 2023

Trading update

For the twelve months ended 31 March 2023 ("FY23"), trading was similar to the year ended 31 March 2022 ("FY22"). Subject to audit, revenue for FY23 is expected to be approximately $10.7 million (FY22: $11.0 million) and adjusted EBITDA for FY23 is expected to be approximately $1.5 million (FY22: $1.6 million). Net debt has increased from $8.59 million as at 31 March 2022 to $9.75 million as at 31 March 2023 and $10.27 million (€9.43 million) as at 30 April 2023, as the Group continues to be reliant on the financial support of Kaptungs.

The Group has made marked progress in consolidating its position as a leading provider of Android TV-powered software in the industry, with deployments almost doubling from 1.5 million devices at 31 March 2022 to approximately 2.9 million at 31 March 2023.

With more than 30 content provider integrations, growing demand for Mirada's Android TV product across its end markets and market activity at pre-Covid levels, the Group remains well positioned to continue to benefit from the strong current pipeline, especially in the Latin America region.

Appendices

Please refer to Appendix I to this announcement which sets out further details of the Proposals, as extracted from the Circular.

Unless otherwise stated, capitalised terms in this announcement have the meanings ascribed to them in Appendix II to this announcement.

Enquiries:

Mirada plc José-Luis Vázquez, Chief Executive Officer Gonzalo Babío, Finance Director	[phone] [e-mail]
Allenby Capital Limited (Nominated Adviser & Broker) Jeremy Porter / George Payne (Corporate Finance) Joscelin Pinnington / Amrit Nahal (Sales and Corporate Broking)	[phone]

About Mirada

Mirada is a leading provider of products and services for Digital TV Operators and Broadcasters. Founded in 2000 and led by CEO José Luis Vázquez, the Company prides itself on having spent almost 20 years as a pioneer in the Digital TV market. Mirada's core focus is on the ever-growing demand for TV Everywhere for which it offers a complete suite of end- to-end modular products across multiple devices, all with innovative state-of-the-art UI designs.

Mirada's products and solutions, acclaimed for unparalleled flexibility and optimal time to market, have been deployed by some of the biggest names in digital media and broadcasting including Televisa, Telefonica, Sky, Virgin Media, BBC, ITV and France Telecom. Mirada has commercial representation across Europe, Latin America and Southeast Asia and operates technology centres in the UK, Spain and Mexico. For more information, visit www.mirada.tv

APPENDIX I - EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS

LETTER FROM THE INTERIM CHAIRMAN

1.    Introduction

The Company announced earlier today the intended cancellation of admission to trading on AIM of its Ordinary Shares, together with its proposed re-registration as a private limited company and the adoption of the New Articles.

The Directors have undertaken a review to evaluate the benefits and disadvantages to the Company and its Shareholders of retaining the admission to trading on AIM of the Ordinary Shares. This review has included, amongst other matters, the impact of the concentration of Ordinary Shares beneficially owned by one major shareholder, the inability of the Company to attract material new investment from third party equity investors, the public market share trading and valuation volatility of the Ordinary Shares and the increasing costs of maintaining a public quotation. For these reasons, further details of which are set out in this letter, the Directors have concluded that the Proposals are in the best interests of the Company and its Shareholders as a whole.

The Proposals are conditional upon the respective Resolutions being passed at the General Meeting to be held at the offices of Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 12 noon on 9 June 2023, notice of which is set out at the end of this Circular. Subject to the approval of the Resolutions, the Company will take steps to cancel the admission of its Ordinary Shares to trading on AIM and re-register the Company as a private company.

The Relationship Agreement provides that the Independent Director must give their consent in order for Kaptungs, the holder of 87.21 per cent. of the Issued Share Capital, to be permitted to vote its Ordinary Shares on the Cancellation Resolution. The Independent Director has agreed to consent to Kaptungs voting its Ordinary Shares on the Cancellation Resolution for the reasons set out in this Circular. Kaptungs has irrevocably undertaken to procure that the votes attaching to its Ordinary Shares are cast in favour of the Resolutions by the registered holder of those Ordinary Shares (such Ordinary Shares being held on behalf of Kaptungs by a nominee) and therefore, the Resolutions are expected to be passed at the General Meeting.

The Independent Director for the purposes of the Relationship Agreement is Matthew Peter Earl. No other Director is considered to be an independent director by the Board for the purposes of the Relationship Agreement, which is based on the Board's determination of independence (pursuant to The QCA Corporate Governance Code).

The Board believes that it is in the best interests of the Company to seek the Cancellation and Re-registration and for the Independent Director to consent to Kaptungs voting on the Cancellation Resolution pursuant to the Relationship Agreement.

This letter sets out details of the reasons for, and implications of, the Proposals and provides further details on the expected process for the AIM Cancellation and Re-registration and the facility for trading in the Ordinary Shares following the AIM Cancellation.

2.    Reasons for the Cancellation

The Directors have conducted a comprehensive review of the benefits and drawbacks to the Company and its Shareholders in retaining its quotation on AIM and believe that the Cancellation is in the best interests of the Company and its Shareholders as a whole. The Company has concluded that the regulatory, financial and other obligations of maintaining Admission now outweigh the benefits received. In reaching this conclusion, the Directors have considered the following key factors, amongst others:

·    as at the date of this document, the major shareholder, Kaptungs, holds (through its nominee), in aggregate, approximately 87.21 per cent. of the Ordinary Shares. This has resulted in a very limited free float and liquidity in the Ordinary Shares, with the consequence of low trading volumes in respect of the Ordinary Shares and, the Board believes, a suppressed share price. This illiquidity prevents Shareholders from trading in meaningful volumes or with any frequency. Further, given the substantial shareholding owned by Kaptungs in the Company, the Board considers it unlikely that the Company will be able to attract material new investment from third party equity investors;

·    the primary lender to the Group is the Lender under the terms of the Facility. The Lender is controlled by Mr Ernesto Luis Tinajero Flores, who also controls Kaptungs, which has a beneficial interest in 87.21 per cent. of the Issued Share Capital. The Facility was originally entered into on 3 June 2019 for €1.30 million and has since been amended and extended such that the principal amount drawn down under the Facility is now approximately €5.07 million (the maximum available under the Facility) with outstanding interest of approximately €0.20 million, resulting in a total indebtedness under the Facility of €5.27 million as at 30 April 2023. The Facility has a repayment date and maturity date of 30 November 2023. In addition to the Facility, as at 30 April 2023, the Company has €4.28 million of other outstanding third-party debt obligations. Therefore, the Group's total net debt as at 30 April 2023 was €9.43 million (approximately $10.27 million). The Company has not as yet been successful in identifying alternative sources of capital of sufficient size and on acceptable terms, particularly from public equity investors, to fund the Group's operations and to repay or refinance its existing debt. The Board has also considered the availability of third-party bank debt in the UK and Spain to replace or reduce the dependence of the Company on the Lender's ongoing financial support, but has concluded that no such bank debt is presently available of sufficient size and on commercially reasonable and acceptable terms. The Board considers that the Group is therefore currently almost exclusively dependent upon the Lender's continued willingness to provide financial support to enable the Group to realise its business plan and continues as a going concern;

·    the Board believes that it is important for the Company to have access to additional capital to fund its operations and growth plans. The Directors believe that an equity fundraise through the public markets would not necessarily be available to the Company in the near or medium term at an appropriate valuation, if at all. Accordingly, the Board is of the view that the public markets do not provide the optimal platform to raise such funds and, in particular, that there may be greater opportunities to raise additional capital in the private markets. The Directors believe that the current challenging market conditions, the Company's limited free float, Kaptung's large shareholding and the Facility, continue to inhibit the Company from benefitting from access to capital on AIM;

·    given the share price performance and low trading volumes of the Ordinary Shares, the Directors have concluded that the only realistic source of future funding will likely be through private capital. There has been no recent equity capital fundraising on AIM by the Company and it is the Directors' opinion that the admission of the Ordinary Shares to trading on AIM no longer provides the fundamental benefit of giving access to the required investor base for the Company to raise growth capital;

·    the ongoing costs of maintaining Admission (approximately $0.47 million per annum), such as adviser fees, London Stock Exchange fees and the costs associated with being a quoted company in having higher level corporate governance and audit scope, are significant and, in the Directors' opinion, disproportionality high compared to the benefits and could be better used in running and further developing the Group's business for the benefit of the Shareholders. The Directors further believe that the additional indirect costs associated with management time invested in the legal and regulatory burden associated with maintaining Admission is disproportionate to the benefits to the Company; and

·    the Directors believe that future challenges and opportunities presented to the Group can be  better navigated in a private and unlisted company environment.

Following careful consideration, the Directors therefore believe that it is in the best interests of the Company and Shareholders as a whole to seek the proposed Cancellation and Re-registration.

In addition, in connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to that of a private limited company. 

The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II and Part III of this document.

3.    Process for the Cancellation

Under Rule 41 of the AIM Rules, it is a requirement that the AIM Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at a general meeting of the Company. In addition, any AIM quoted company that wishes for the London Stock Exchange to cancel the admission of its shares to trading on AIM is required to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date.

Accordingly, the Board are hereby convening the General Meeting to vote on the Cancellation Resolution and have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on 19 June 2023. The AIM Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution and a dealing notice has been issued by the London Stock Exchange.

If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 16 June 2023 and that the AIM Cancellation will take effect at 7.00 a.m. on 19 June 2023.

As set out in paragraph 11 below, Kaptungs, the Company's largest shareholder, which is currently interested in approximately 87.21 per cent. of the Ordinary Shares, has given an irrevocable undertaking to the Company to procure that the registered holder of its Ordinary Shares (held through its nominee) votes the Ordinary Shares in favour of the Resolutions. Given that the Independent Director has, pursuant to the Relationship Agreement, consented to Kaptungs voting its Ordinary Shares on the AIM Cancellation Resolution for the reasons explained in this Circular and Kaptungs having irrevocably undertaken to procure that its Ordinary Shares (held through its nominee) are voted in favour of the Resolutions by the registered holder of such Ordinary Shares, the Directors believe it is very likely that the Resolutions will be passed at the General Meeting. This does not, however, preclude Shareholders from attending and voting (whether in person or proxy) at the General Meeting.

4.    Transactions in Ordinary Shares following Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the date of the Cancellation.

The Company is making arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of Cancellation, if the Resolutions are passed. The Matched Bargain Facility will be provided by J P Jenkins. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the Financial Conduct Authority.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Should the Cancellation become effective and the Company put in place the Matched Bargain Facility, details will be made available to Shareholders on the Company's website at www.mirada.tv.

The Matched Bargain Facility will operate for a minimum of twelve months after Cancellation. The Directors' current intention is that it will continue beyond that time but Shareholders should note that it could be withdrawn and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to the Shareholders at the relevant time.

If Shareholders wish to buy or sell Ordinary Shares on AIM, they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in Ordinary Shares on AIM will be 16 June 2023 and that the effective date of the Cancellation will be 19 June 2023 at 7.00 a.m.

5.    Re-registration

Following the proposed Cancellation, the Board believes that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower overhead costs associated with a private limited company status. It is therefore proposed to re-register the Company as a private limited company after the Cancellation, subject to Shareholder approval of the Re-registration Resolution.

In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of this Circular.  A draft of the New Articles is available on the Company's website at the following link (and will also be available for inspection at the General Meeting): www.mirada.tv/investors/.

Subject to and conditional upon the AIM Cancellation and the passing of the Re-registration Resolution, an application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on re-registration. The Registrar of Companies will not issue the certificate of incorporation on re-registration until the Registrar of Companies is satisfied that no valid application can be made to cancel the resolution to re-register the Company as a private limited company. Any such application must be made within 28 days after the passing of the Re-Registration Resolution and may be made on behalf of the persons entitled to make it by one or more of their number as they may appoint for the purpose.

Under the Companies Act 2006, it is a requirement that the Re-registration and adoption of the New Articles must be approved by not less than 75 per cent. of votes cast by shareholders at a general meeting. Accordingly, the Notice of General Meeting set out at the end of this Circular contains special resolutions to approve the Cancellation, the Re-registration and the adoption of the New Articles.

If the Re-registration Resolution is passed at the General Meeting and the Registrar of Companies issues a certificate of incorporation on re-registration, it is anticipated that the Re-registration will become effective on or around 14 July 2023.

Kaptungs, the holder of 87.21 per cent. of the Issued Share Capital, has irrevocably undertaken to procure that the votes attaching to its Ordinary Shares are cast in favour of the Resolutions by the registered holder of those Ordinary Shares (such Ordinary Shares being held on behalf of Kaptungs by a nominee) and therefore, the Resolutions are expected to be passed at the General Meeting and therefore the Cancellation and Re-Registration are expected to proceed.

6.    Board changes

Upon the Cancellation taking effect, the Independent Director and José Francisco Gozalbo Sidro (Chief Technology Officer) will resign as directors of the Company with immediate effect.  Accordingly, the Company will then have no independent or non-executive directors and the only directors of the Company will be José Luis Vázquez and Gonzalo Babío.

7.    Takeover Code

The Takeover Code currently applies to the Company. However, as Kaptungs currently holds more than 50 per cent. of the Company's voting rights (through its nominee), it is able to acquire further interests in Ordinary Shares without incurring any obligation to make a general offer to all shareholders under Rule 9 of the Takeover Code.

The Takeover Code applies to all offers for companies which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man if any of their equity share capital or other transferable securities carrying voting rights are admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom (such as AIM) or on any stock exchange in the Channel Islands or the Isle of Man.

The Takeover Code also applies to all offers for companies (both public and private) which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man which are considered by the Takeover Panel to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man, but in relation to private companies only if one of a number of conditions are met, including that any of the company's equity share capital or other transferable securities carrying voting rights have been admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom (such as AIM) or on any stock exchange in the Channel Islands or the Isle of Man at any time in the preceding ten years.

If the Cancellation and Re-registration are approved by Shareholders at the General Meeting and become effective, the Company will be re-registered as a private company and its securities will no longer be admitted to trading on a regulated market or a multilateral trading facility in the United Kingdom.  In these circumstances, the Takeover Code will only apply to the Company if it is considered by the Takeover Panel to have its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man.  This is known as the "residency test".  In determining whether the residency test is satisfied, the Takeover Panel has regard primarily to whether a majority of a company's directors are resident in these jurisdictions.

The Takeover Panel has confirmed to the Company that, on the basis of the residency of the Directors following the Cancellation and Re-registration (being José Luis Vázquez and Gonzalo Babío), the Company will not have its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man following the Cancellation and Re-registration.  As a result, if the Cancellation and Re-registration are approved by Shareholders at the General Meeting and become effective, the Takeover Code will then cease to apply to the Company and Shareholders will no longer be afforded the protections provided by the Takeover Code, including the requirement for a mandatory cash offer to be made if either:

(i)    a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30% or more; or

(ii)   a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

Brief details of the Takeover Panel and the protections afforded by the Takeover Code (which will cease to apply following the Cancellation and the Re-registration) are set out in Part III of this document.

8.    Principal disadvantages and advantages of voting in favour of the Cancellation

The Board considers that, in deciding whether or not to vote in favour of the Cancellation, Shareholders should take their own independent advice and carefully consider the disadvantages and advantages of the Cancellation (including, but not limited to, those set out below) in light of their own financial circumstances and investment objectives.

Disadvantages of voting in favour of the Cancellation

(i)    Pursuant to its terms, the Relationship Agreement between the Company and Kaptungs would terminate on the date on which the AIM Cancellation is effective, with the effect that, inter alia, there shall be no ongoing contractual obligation upon Kaptungs to ensure that the Company carries on its business independently of Kaptungs or that transactions and relationships between Kaptungs and the Company are at arm's length and on normal commercial terms. In addition, following termination of the Relationship Agreement, there will no longer be any contractual obligation on Kaptungs to ensure that the Company has a majority of independent directors on the Board, nor that the Company has an independent director appointed to the Board to represent the interests of Shareholders.

(ii)   Whilst the Matched Bargain Facility will be in place for an initial twelve months, there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM or any other recognised market or trading exchange. Whilst the Ordinary Shares will remain freely transferable, the Ordinary Shares will be more difficult to sell compared to shares of companies traded on AIM or any other recognised market or trading exchange. It may also be more difficult for Shareholders to determine the market value of their investment in the Company at any given time.

(iii)  The Company will no longer be required to comply with the AIM Rules and accordingly, Shareholders will no longer be afforded the protections given by the AIM Rules. In particular, and among other things: (a) the Company will not be required to make any public announcements of material events, announce its interim or final results, comply with any of the corporate governance practices applicable to AIM companies, announce substantial transactions and related party transactions, comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business, or maintain a website containing the information required by the AIM Rules; (b) Allenby Capital Limited will cease to be the Company's nominated adviser and the Company will cease to retain a nominated adviser; and (c) Allenby Capital Limited will cease to be the Company's broker and the Company will cease to retain a broker. In addition, the Company will no longer be subject to the Market Abuse Regulation regulating inside information (among other things) and the Company will no longer be subject to the Disclosure Guidance and Transparency Rules and will therefore, among other things, no longer be required to publicly disclose major shareholdings in the Company.

(iv) If the Cancellation and the Re-registration are approved by Shareholders at the General Meeting and become effective, the Takeover Code will then cease to apply to the Company and Shareholders will no longer be afforded the protections provided by the Takeover Code.

(v)  The Independent Director has signed an agreement with the Company confirming his resignation as a Director with effect from the date on which the AIM Cancellation is effective. Therefore, following the AIM Cancellation, the Company will have no independent or non-executive directors.

(vi) The Board understands that Kaptungs proposes to procure that the Company continues to maintain its website www.mirada.tv and to post updates on that website from time to time, although as described above, Shareholders should be aware that there will be no obligation on the Company to include the information required under Rule 26 of the AIM Rules or to make announcements and/or to update the website as required by the AIM Rules, and there is no obligation on the Company or future directors of the Company to maintain the Company's website or to post updates to it.

(vii)                The Cancellation might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately. Following the AIM Cancellation, all transfers of Ordinary Shares in the Company will be liable for Stamp Duty or Stamp Duty Reserve Tax.

(viii)               It is proposed that the Company will become a private limited company registered with the Registrar of Companies in England and Wales in accordance with and subject to the Companies Act 2006 and the New Articles, the effects of which are summarised in paragraph 5 above and in Part II of this Circular.

Advantages of voting in favour of the Cancellation

(i)    As set out above, the Group's ability to raise additional finance and continue as a going concern beyond 30 November 2023 (the date on which the Facility between the Company and the Lender expires) is currently dependent exclusively upon the Lender's continued willingness to provide financial support. If the Lender withdrew its financial support and the Company was unable to source alternative finance, this may cast doubt on the Company's ability to continue as a going concern. The Directors cannot assure Shareholders of this continued support following the Cancellation but believe the Cancellation (including the associated reduction in administrative costs) will be attractive to the Lender and enhance the likelihood of the continuance of its financial support for the Company.

(ii)   The management time and ongoing costs of maintaining Admission (approximately $0.47 million per annum) are significant and could be better used in running and further developing the business for the benefit of Shareholders.

(iii)  The Board believes that future challenges and opportunities presented to the Group, including additional funding, can be better navigated in a private and unlisted company environment.

The above considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them and their shareholding in the Company and whether or not to vote in favour of the Cancellation.

As stated in paragraph 11 below, as the Company has received an irrevocable undertaking from Kaptungs (representing approximately 87.21 per cent. of the Ordinary Shares) to procure that its Ordinary Shares (held through a nominee) are voted in favour of the Resolutions by the registered holder of such Ordinary Shares, the Resolutions are expected to be passed at the General Meeting and the Cancellation and re-registration expected to proceed.

9.    Trading update

For the twelve months ended 31 March 2023 ("FY23"), trading was similar to the year ended 31 March 2022 ("FY22"). Subject to audit, revenue for FY23 is expected to be approximately $10.7 million (FY22: $11.0 million) and adjusted EBITDA for FY23 is expected to be approximately $1.5 million (FY22: $1.6 million). Net debt has increased from $8.59 million as at 31 March 2022 to $9.75 million as at 31 March 2023 and $10.27 million (€9.43 million) as at 30 April 2023, as the Group continues to be reliant on the financial support of Kaptungs.

The Group has made marked progress in consolidating its position as a leading provider of Android TV-powered software in the industry, with deployments almost doubling from 1.5 million devices at 31 March 2022 to approximately 2.9 million at 31 March 2023.

With more than 30 content provider integrations, growing demand for Mirada's Android TV product across its end markets and market activity at pre-Covid levels, the Group remains well positioned to continue to benefit from the strong current pipeline, especially in the Latin America region.

10.  General Meeting actions to be taken by Shareholders

The Cancellation, the Re-registration and the adoption of the New Articles requires the passing of the Cancellation Resolution and the Re-registration Resolution at the General Meeting. Accordingly, a Notice of General Meeting convening a meeting to be held at 12 noon on 9 June 2023 at the offices of Howard Kennedy LLP, No. 1 London Bridge, London SE1 9BG is set out at the end of this Circular.

Whether or not you propose to attend the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it, duly signed, together with any power of attorney under which it is executed, as soon as possible but in any event so as to arrive not later than 12 noon on 7 June 2023 or 48 hours (excluding any part of a day that is not a working day) before any adjourned meeting. Alternatively, proxies may be submitted electronically using Link Group's Signal shares online portal at www.signalshares.com by no later than 12 noon on 7 June 2023 or 48 hours (excluding any part of a day that is not a working day) before any adjourned meeting. The electronic submission of a proxy using Link Group's Signal shares online portal or the completion and return of a Form of Proxy by post will not preclude a member from attending and voting at the General Meeting should they wish.

11.  Irrevocable undertaking

The Board has received an irrevocable undertaking from Kaptungs to procure that its holding of 7,768,792 Ordinary Shares, held through its nominee, which represent approximately 87.21 per cent. of the Issued Share Capital, are voted in favour of the Resolutions by the registered holder of such Ordinary Shares.  Accordingly, the Resolutions are expected to be passed at the General Meeting.

This undertaking remains binding subject to a long stop date of 30 June 2023 on which it terminates.

12.  Recommendation

The Directors consider that the Cancellation, the Re-registration and adoption of the New Articles are in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommend that you vote in favour of the Resolutions at the General Meeting, as they intend to do, or procure to be done, in respect of, in aggregate, 33,481 Ordinary Shares (representing approximately 0.38 per cent. of the Issued Share Capital) to which they are beneficially entitled.

APPENDIX II - DEFINITIONS

The following definitions and technical terms apply throughout this announcement, unless the context otherwise requires:

"Admission"	the admission of the Ordinary Shares to trading on AIM pursuant to rule 6 of the AIM Rules
"AIM"	the market of that name operated by London Stock Exchange
"AIM Cancellation" or "Cancellation"	the proposed cancellation of admission of the Ordinary Shares to trading on AIM
"AIM Rules"	the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time
"Business Day"	a day (other than a Saturday or Sunday or public holiday) on which commercial banks are open for general business in London
"Cancellation Resolution"	resolution numbered 1 of the Resolutions
"Company" or "Mirada"	Mirada plc, a company incorporated in England and Wales with company number 03609752, whose registered office is 3rd Floor, Chancery House, St Nicholas Way, Sutton, Surrey SM1 1JB
"Directors" or "Board"	the directors of the Company at the date of this announcement
"Facility"	the secured loan facility entered into on 3 June 2019 between the Lender and Mirada Iberia, amended on 19 May 2020, assigned from Mirada Iberia to the Company on 22 September 2021, and amended subsequently on 22 September 2022, 27 October 2022, and 22 December 2022, for an amount of €5,068,258.63
"FCA"	the Financial Conduct Authority of the United Kingdom
"Form of Proxy"	the form of proxy for use in relation to the General Meeting which accompanies the Circular
"General Meeting"	the general meeting of the Company to be held at the offices of Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 12 noon on 9 June 2023
"Group"	the Company and its subsidiaries and subsidiary and associated undertakings at the date of this announcement
"Independent Director"	means such of the Directors who are deemed to be independent for the purposes of the Relationship Agreement, being Matthew Peter Earl
"Issued Share Capital"	the 8,908,435 Ordinary Shares in issue at the date of this announcement
"JP Jenkins"	JP Jenkins, a trading name of CrowdX Limited which is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the Financial Conduct Authority
"Kaptungs"	Kaptungs Limited, an investment company incorporated in the Commonwealth of the Bahamas. Kaptungs Limited is owned by the Innokapk Trust and the Innokapi Trust. Mr. Ernesto Luis Tinajero is the settlor of these trusts and is also the beneficiary, along with his family
"Lender"	Leasa Spain S.L.U., a Spanish Company with registered office in Calle Serrano, 41, 4°, 28001 Madrid, Spain and holding taxpayer identification number B-87005807, registered in the commercial registry of Madrid, to the book 32,267, Sheet 50, Page M-580776, Section 8 and duly represented by Ernesto L. Tinajero
"London Stock Exchange"	London Stock Exchange Group plc
"Market Abuse Regulation"	the EU Market Abuse Regulation, which came into effect on 3 July 2016 and, alongside the EU technical standards for the EU Market Abuse Regulation, was onshored into UK law on 31 December 2020 by the European Union (Withdrawal) Act 2018, inclusive of changes to the EU Market Abuse Regulation made by the Market Abuse Exit Regulations 2019;
"Matched Bargain Facility"	the trading facility operated by JP Jenkins to facilitate trading in the Ordinary Shares on a matched bargain basis following Cancellation, details of which are set out in this announcement
"Mirada Iberia"	Mirada Iberia S.A.A., a Spanish subsidiary company of the Company with registered office in Avenida de las Aguilas, 2-B, Planta 3, Ofcina 4, 28044 Madrid, Spain and holding taxpayer identification number A-82653213, registered in the commercial registry of Madrid, to the book 15,365, Sheet 87, Page M-257759, Section 0 and duly represented by José Luis Vázquez
"New Articles"	the new articles of association of Mirada to be adopted following the passing of the Re-registration Resolution
"Ordinary Shares"	the ordinary shares of 100 pence each in the capital of the Company
"Proposals"	the Cancellation, Re-registration and adoption of the New Articles
"Regulatory Information Service"	a service approved by the FCA for the distribution to the public of regulatory announcements
"Registrar"	Link Group whose registered office is at 10th Floor, Central Square, 29 Wellington Street, Leeds, England, LS1 4DL
"Relationship Agreement"	the relationship agreement dated 8 August 2018 and entered into between, (1) the Company, (2) Kaptungs, (3) Minles Corporate Inc., (4) Kronck Business S.A., (5) Mr. Ernesto Luis Tinajero, (6) Mr. Enrique Septién Suarez, (7) Mr. Martinez and (8) Allenby Capital Limited
"Re-registration"	the re-registration of Mirada as a private limited company and the consequential adoption of the New Articles
"Re-registration Resolution"	resolution numbered 2 of the Resolutions
"Resolutions"	the resolutions proposed to be passed at the General Meeting, being the Cancellation Resolution and the Re-registration Resolution
"Shareholder(s)"	a holder(s) of Ordinary Shares
"Share Scheme"	the Mirada Plc share option plan, under which there are currently 38,735 share options outstanding over new Ordinary Shares which expire in December 2023
"Takeover Code"	the City Code on Takeovers and Mergers
"Takeover Panel"	the UK Panel on Takeovers and Mergers
"United Kingdom or UK"	the United Kingdom of Great Britain and Northern Ireland

 

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