TIDMMIRA
RNS Number : 2666X
Mirada PLC
09 August 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
9 August 2018
Mirada plc
("Mirada", the "Company" or the "Group")
Trading update, proposed approval of loan to equity subscription
rights
and
Associated waiver of obligations under Rule 9 of the Takeover
Code
and
Notice of General Meeting
Mirada plc (AIM: MIRA), a leading audio-visual content
interaction specialist, announces that the Company has today
published a Circular to Shareholders setting out the business to be
considered at a General Meeting of the Company to be held at the
offices of Howard Kennedy LLP at No.1 London Bridge, London SE1 9BG
at 1 p.m. on 29 August 2018.
On 28 November 2017, Mirada announced that it had entered into
three agreements for the provision to the Company of unsecured
one-year loan facilities for up to an aggregate amount of GBP1.7
million (collectively known as the "Facility"). The Facility has
certain Subscription Rights in respect of new Ordinary Shares.
These Subscription Rights are conditional upon a waiver being
granted by the Panel of the obligations that would otherwise arise
in accordance with Rule 9 of the Takeover Code and: (i) the
approval of Independent Shareholders in a general meeting of the
Rule 9 Waiver; and (ii) the approval of Shareholders of resolutions
to grant the necessary share allotment authorities to the Directors
in accordance with the Act in order for the Directors to allot
Ordinary Shares to the Lenders pursuant to the Subscription and
disapply statutory rights of pre-emption in relation thereto.
The Lenders who provided the Facility have now provided the
Company with Conditional Subscription Notices, which give notice of
the Lenders' intention for their Subscription Rights to be
exercised in full, subject to satisfaction of the Subscription
Conditions and conditional on Admission.
The purpose of the Circular is to seek the approval of
Shareholders of the Subscription Conditions (to enable the
Subscription Rights to be exercised in full in accordance with the
Conditional Subscription Notices) and to provide Shareholders with
details of the Lenders, the Facility and the background to and
reasons for the Facility and the Proposals. In addition, the
purpose of the Circular is to explain why the Board considers the
Proposals to be in the best interests of the Company and
Shareholders as a whole and why the Directors strongly recommend
that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting, as set out in the Notice.
The attention of Shareholders is drawn to the Directors'
recommendation that Shareholders vote in favour of the Resolutions
to be proposed at the General Meeting as set out below in section
15 of this announcement.
In addition, the Company provides an update on current trading
and prospects in the Circular, which is set out below in section
9.6 of this announcement.
All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section of
this announcement and as defined in the Circular. Any references to
page numbers, Parts, Sections or 'this document' refer to the
Circular which is available for download from the Company's
website, www.mirada.tv.
Copies of the Circular, including the notice of General Meeting,
will be posted to shareholders on or around 10 August 2018 and the
document will be made available on the Company's website,
www.mirada.tv today.
An extract from the Chairman's Letter in the Circular is set out
below.
Enquiries:
Mirada plc
José Luis Vázquez, Chief +44 (0) 207 868 2104
Executive Officer investors@mirada.tv
Gonzalo Babío, Finance Director
Newgate Communications
Bob Huxford +44 (0) 20 7653 9850
James Browne mirada@newgatecomms.com
Allenby Capital Limited (Nominated
Adviser and Broker)
Jeremy Porter / Alex Brearley / Liz
Kirchner +44 (0) 20 3328 5656
About Mirada
Mirada creates and manages products and services for digital TV
operators and broadcasters. With almost 20 years of experience, the
Company focuses on the future of Digital TV - multiscreen cross -
platform navigation - anytime, anywhere. It offers a complete suite
of end-to-end modular products for set-top boxes, PC, smartphones
and tablets, all with innovative state-of-the-art user interface
designs.
Mirada's products and solutions 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. Headquartered in London, Mirada has commercial
representation across Europe, Latin America and Southeast Asia and
operates technology centres in the UK and Spain.
For more information, visit www.mirada.tv.
EXTRACTS FROM THE CIRCULAR
The following has been extracted from, and should be read in
conjunction with, the Circular to Shareholders, which will shortly
be available from the Company's website, www.mirada.tv.
LETTER FROM THE CHAIRMAN OF THE COMPANY
Proposed approval of loan to equity subscription rights
and
Associated waiver of obligations under Rule 9 of the Takeover
Code
and
Notice of General Meeting
1. Introduction
On 28 November 2017, Mirada announced that it had entered into
three agreements for the provision to the Company of unsecured
one-year loan facilities for up to an aggregate amount of GBP1.7
million.
The Facility has certain Subscription Rights in respect of new
Ordinary Shares. These Subscription Rights are conditional upon a
waiver being granted by the Panel of the obligations that would
otherwise arise in accordance with Rule 9 of the Takeover Code and:
(i) the approval of Independent Shareholders in a general meeting
of the Rule 9 Waiver; and (ii) the approval of Shareholders of
resolutions to grant the necessary share allotment authorities to
the Directors in accordance with the Act in order for the Directors
to allot Ordinary Shares to the Lenders pursuant to the
Subscription and disapply statutory rights of pre-emption in
relation thereto.
The Lenders who provided the Facility have now provided the
Company with Conditional Subscription Notices, which give notice of
the Lenders' intention for their Subscription Rights to be
exercised in full, subject to satisfaction of the Subscription
Conditions and conditional on Admission.
The purpose of this document is to seek the approval of
Shareholders of the Subscription Conditions (to enable the
Subscription Rights to be exercised in full in accordance with the
Conditional Subscription Notices) and to provide Shareholders with
details of the Lenders, the Facility and the background to and
reasons for the Facility and the Proposals. In addition, the
purpose of this document is to explain why the Board considers the
Proposals to be in the best interests of the Company and
Shareholders as a whole and why the Directors strongly recommend
that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting, as set out in the Notice.
2. Details of the Facility
The Facility is made up of three unsecured one-year loan
facilities for up to an aggregate amount of GBP1.7 million, which
has been drawn down by Mirada in full. The Facility was provided by
Kaptungs, Kronck and Minles, who make up part of the Concert Party.
Further details of the Lenders and the Concert Party can be found
in Part II of this document.
A first tranche of GBP800,000 was drawn down from the Facility
shortly following its execution, as to GBP660,000 from Kaptungs,
GBP118,000 from Kronck and GBP22,000 from Minles. A second tranche
of up to GBP900,000 was available under the terms of the Facility
to be drawn only from Kaptungs, and this has also been drawn down
in full.
In the ordinary course, the Facility bears an interest rate of
15 per cent. per annum on monies that are drawn down, which is
payable quarterly in arrears.
The Facility has Subscription Rights, such that, in certain
circumstances and subject to the satisfaction of certain
conditions, amounts drawn down under the Facility may be applied by
the Lenders in the subscription of new Ordinary Shares at a
subscription price of 1.12p per share. The exercise of the
Subscription Rights is conditional upon the Company having been
granted a waiver by the Panel of the obligations that would
otherwise arise in accordance with Rule 9 of the Takeover Code and
satisfaction of the following conditions:
(i) the Company having obtained the approval of Independent
Shareholders in a general meeting of the Rule 9 Waiver; and
(ii) Shareholders approving resolutions in a general meeting to
grant the necessary share allotment authorities in accordance with
the Act in order for the Directors to allot new Ordinary Shares to
the Lenders pursuant to the Subscription and to disapply the
statutory rights of pre-emption in relation thereto.
The purpose of the General Meeting is to seek approval from
Shareholders of these conditions to enable the Subscription to
proceed.
Further details of the Facility can be found in Part III of this
document and further details on the Company's debt position are set
out in paragraph 9.6 of this Part I.
3. Background to and reasons for the Facility
In the second half of 2017, Mirada entered into two contracts
with new customers. On 29 August 2017, Mirada announced a contract
with ATNi, for the provision of Mirada's products and services to
four different Caribbean operators owned by ATNi located in the
U.S. Virgin Islands, Bermuda, the Cayman Islands and French
Guyana.
On 6 October 2017, the Company announced a five-year contract
with Bolivian pay TV operator and broadband services provider
Digital TV Cable. Under the terms of this contract, Mirada will
deploy its entire suite of 'Iris' multiscreen products across
Digital TV Cable's network under a planned gradual roll-out over
five years, with a target of up to nearly one million devices.
The Board believes that these contracts represent an important
diversification of the Group's revenues and demonstrate the
conversion of the Group's sales pipeline, as well as providing
additional key reference deployments for the Group's services.
Both of these projects utilise Mirada's more recently adopted
'opex' service provision model, which involves Mirada providing
subscriber-based licences on a 'software-as-a-service' model with
lower set-up fees for customers. The Board believes that the opex
service provision model enables Mirada to better meet its
customers' needs, therefore making Mirada's proposition more
attractive to customers and also providing Mirada with better
long-term revenue visibility.
Whilst the Directors believe that both of these contracts should
deliver material monthly ongoing revenues once their respective
roll outs have gained momentum, contracts under the
software-as-a-service model provide Mirada with lower upfront
payments and require significant financing before they start to
deliver revenues, which has led to a significant additional working
capital requirement.
Following Mirada entering into the ATNi and Digital TV Cable
contracts, the Directors considered it important that the Company
had visibility of how its future working capital requirements would
be met once major work on these contracts commenced, given that the
Board considered it to be financially and commercially imperative
that these contracts were properly funded and delivered on time.
Accordingly, the Board considered a number of financing
options.
Prior to the announcement of the Facility, Mirada's market
capitalisation on AIM was approximately
GBP1,700,000. The Directors did not consider this market value
to be conducive for raising the GBP1,700,000 that the Company
required at that time for its medium-term working capital needs
through an equity fundraising. Similarly, the Directors did not
believe that it would have been realistically possible for the
Company to have raised GBP1,700,000 through an equity fundraising
at an issue price that was equal to or above the Subscription Price
under the Facility of 1.12p per share.
Under the terms of the Facility, a Subscription can be made at a
Subscription Price of 1.12p per new Ordinary Share, which
represents the average closing mid-market share price of an
Ordinary Share on AIM in the thirty days ended 22 November 2017,
being the latest practicable date prior to entering into the
Facility. The Subscription Price represents a premium of 56 per
cent. to the closing mid-market price of an Ordinary Share on 8
August 2018, being the latest practicable date prior to the
publication of this document, and a premium of 2 per cent. to the
closing mid-market price of an Ordinary Share on 27 November 2017,
being the latest practicable date prior to entering into the
Facility.
Following discussions with alternative providers of debt
finance, the Board determined that the funding proposal from the
Lenders, on the terms set out in the Facility, was the best
available option which provided the amount of funding required in
the timescales that were available to ensure that the Company could
then fund the timely delivery of the ATNi and Digital TV Cable
contracts. The terms negotiated with the Lenders, in the opinion of
the Board, were the best possible in the circumstances and also
reflected the then prevailing debt and equity market
conditions.
Due to time and regulatory constraints, the Company was not able
to offer further loans on the same terms as the Facility more
widely to Shareholders.
4. Details of the 2018 Secured Facility
On 7 March 2018, Mirada announced the 2018 Secured Facility,
which was a secured one-year loan facility for up to GBP3 million.
The 2018 Secured Facility was provided solely by Kaptungs and has
been drawn down in full.
The monies drawn down from the 2018 Secured Facility have been
used alongside Mirada's existing debt financing facilities for
general working capital purposes of the Company, including the
implementation of customer contracts announced during 2017. In
addition, the Directors believe that this has strengthened the
Company's balance sheet to enable the Company to pursue additional
new customer contracts and negotiate and renew other debt financing
facilities, such as invoice discounting facilities.
In the ordinary course, the 2018 Secured Facility bears an
interest rate of 15 per cent. per annum on monies that are drawn
down, which is payable quarterly in arrears.
Funds drawn down under the 2018 Secured Facility are repayable
by 6 March 2019. The Company can elect at any time to give notice
of early repayment of the amount drawn under the 2018 Secured
Facility.
The Board may seek to negotiate the capitalisation of the 2018
Secured Facility into new Ordinary Shares, should the terms of any
such transaction be deemed to be in the best interests of the
Company and depending on the financial position of the Company. The
Company may also seek to conduct an equity fundraise in order to
further strengthen its balance sheet.
Further details of the 2018 Secured Facility can be found in
Part III of this document and further details on the Company's debt
position are set out in paragraph 9.6 of this Part I.
5. Background to and reasons for the Proposals
The Lenders have the right, exercisable at any time until one
month before the Maturity Date, to serve written notice on the
Company that they elect to discharge the Company's liability to
repay the whole, or part only, of the outstanding Facility
(excluding any interest) in consideration for the Company treating
the amount so discharged as payment in full for the subscription of
fully paid new Ordinary Shares at the Subscription Price per share,
conditional on the Subscription Conditions having been
satisfied.
The purpose of the Proposals is to allow for the Subscription
Rights to become unconditional, so that the amounts drawn down
under the Facility can be applied by the Lenders in the aggregate
Subscription by them of 151,785,713 new Ordinary Shares at the
Subscription Price. The Lenders have provided the Company with
Conditional Subscription Notices, pursuant to which the
Subscription Rights will have been exercised in full following the
passing of the Resolutions at the General Meeting, conditional only
on Admission.
Application will be made for the Subscription Shares to be
admitted to trading on AIM, conditional on the Resolutions being
passed. It is expected that if the Resolutions are passed,
Admission will occur at 8.00 a.m. on 30 August 2018.
If the Resolutions are passed and Admission takes place then the
Conditional Subscription Notices will become unconditional, which
would result in 151,785,713 new Ordinary Shares having been issued
and allotted to the Lenders and the Facility would then have been
repaid in full. The Subscription Shares would represent
approximately 52.19 per cent. of Mirada's issued ordinary share
capital as enlarged by such issue of new Ordinary Shares (and
assuming no other new Ordinary Shares are issued and allotted
before then).
The Lenders and their connected persons are a concert party
pursuant to the Takeover Code and currently hold, in aggregate,
41,022,021 Ordinary Shares, representing approximately 29.50 per
cent. of the Existing Issued Share Capital. If the Subscription
proceeds, the Concert Party will have an aggregate shareholding in
the Company of 192,807,734 Ordinary Shares on Admission, which will
represent approximately 66.29 per cent of the Enlarged Issued Share
Capital. Further details of the Lenders and their shareholdings are
set out below in paragraph 7 of this Part I and within Part II of
this document.
The issue and allotment of the Subscription Shares would give
rise to certain obligations under the Takeover Code, details of
which are set out below. Accordingly, a Rule 9 Waiver has been
sought from the Panel for the Subscription (in respect of the
Subscription Shares) to proceed, subject to the approval of
Independent Shareholders at the General Meeting of the Rule 9
Waiver by the passing of Resolution 1 on a poll. Completion of the
Subscription (in respect of the Subscription Shares) also requires
Resolutions 2 and 3 to be passed by Shareholders.
The Directors believe that the Lenders' continued support of the
Company and the commitment by the Lenders to invest by way of the
Facility was necessary to ensure the success of the Company.
If the Resolutions are not passed then under the terms of the
Facility the Company will be required to repay all funds drawn down
under the Facility upon the Maturity Date. The Directors believe
that seeking to repay the Facility would be to the severe detriment
of the Company particularly as sufficient funds are not currently
available to the Company to repay the amounts drawn under the
Facility. Given the Company's current and anticipated working
capital requirements, the Directors believe that should the
Resolutions not be passed and the Company was required to repay the
Facility upon its maturity, then, in the absence of other financing
being available at short-notice, repayment might only be possible
if the Company made very substantial reductions in its workforce
and operations. The Directors believe that the impact of taking
such drastic actions would make it unfeasible for the Company to
meet the requirements of its customer contracts, which could lead
to potential claims and applicable penalties from existing
customers, with the Company also suffering reputational damage and
being unable to pursue new business opportunities. This, in turn,
would severely impact the Company's working capital position.
Given the above factors, the Directors recommend that
Shareholders vote in favour of the Resolutions to be proposed at
the General Meeting, notice of which is set out at the end of this
document.
6. The City Code on Takeovers and Mergers
The Concert Party's Subscription Rights becoming unconditional
and the exercise of them gives rise to certain considerations and
consequences under the Takeover Code. The purpose of the Takeover
Code is to supervise and regulate takeovers and other matters to
which it relates. On the basis that the Company's registered office
is in the United Kingdom and the Ordinary Shares are admitted to
trading on a multilateral trading facility in the United Kingdom
such as AIM, it is a company to which the Takeover Code applies and
as such Shareholders are therefore entitled to the protections
afforded by the Takeover Code.
The Takeover Code is issued and enforced by the Panel. The Panel
has been designated as the supervisory authority to carry out
certain regulatory functions in relation to takeovers pursuant to
the Directive. Its statutory functions are set out in and under
Chapter 1 of Part 28 of the Act.
Under Rule 9 of the Takeover Code, any person who acquires,
whether by a series of transactions over a period of time or not,
an interest (as defined under the Takeover Code) in shares which,
taken together with shares in which he is already interested and in
which persons acting in concert with him are interested, carry 30
per cent. or more of the voting rights of a company which is
subject to the Takeover Code, is normally required to make a
general offer in cash to the shareholders of that company to
acquire the balance of the shares not held by such person or group
of persons acting in concert, and such offer must be at not less
than the highest price paid by him or any persons acting in concert
with him for any such shares within the 12 months prior to the
announcement of the offer.
In addition, Rule 9 of the Takeover Code provides that when any
person, together with any persons acting in concert with him, is
interested in shares which in aggregate carry 30 per cent. or more
of the voting rights of a company but does not hold shares carrying
more than 50 per cent. of such voting rights, and such person, or
any such person acting in concert with him, acquires an interest in
any other shares which increases the percentage of shares carrying
voting rights, that person, together with any persons acting in
concert with him, is normally required by the Panel to make a
general offer in cash to the shareholders of that company to
acquire the balance of the shares not held by such person or group
of persons acting in concert, and such offer must be at not less
than the highest price paid by him or any persons acting in concert
with him for any such shares within the 12 months prior to the
announcement of the offer.
Rule 9 of the Takeover Code further provides that when any
person, together with any persons acting in concert with him, is
interested in shares which in aggregate carry more than 50 per
cent. of the voting rights of a company and such person, or any
such person acting in concert with him, acquires an interest in any
other shares which increases the percentage of shares carrying
voting rights, then they will not normally be required to make a
general offer to the other shareholders to acquire their shares.
However, the Panel may deem an obligation to make an offer to have
arisen on the acquisition by a single member of a concert party of
an interest in shares sufficient to increase his individual holding
to 30 per cent. or more of a company's voting rights or, if he
already holds more than 30 per cent. but less than 50 per cent., an
acquisition which increases his shareholding in that company.
For the purposes of the Takeover Code, a concert party arises
where persons acting in concert pursuant to an agreement,
arrangement or understanding (whether formal or informal)
co-operate to obtain or consolidate control of a company or to
frustrate the successful outcome of an offer for a company. Control
means an interest, or interests, in shares carrying in aggregate 30
per cent. or more of the voting rights of the company, irrespective
of whether such interest or interests give de facto control.
The Lenders are presumed to be acting in concert for the
purposes of the Takeover Code, further details of whom are set out
in Part II of this document.
Rule 9 Waiver and Whitewash Resolution
In the event that the Resolutions are passed at the General
Meeting and the entire amount of the Facility were applied by the
Lenders in full in the Subscription of new Ordinary Shares at the
Subscription Price per share, as anticipated by the exercise of the
Conditional Subscription Notices, on Admission the interest of the
Concert Party in the voting rights of the Company will increase to
above 30 per cent. (assuming there is no further alteration to the
share capital of the Company) and therefore the Concert Party would
normally be obliged to make a general offer, pursuant to Rule 9 of
the Takeover Code, to all other Shareholders to acquire their
Ordinary Shares.
Under Note 1 of the Notes on the Dispensations from Rule 9 of
the Takeover Code, the Panel may waive the requirement for a
general offer to be made in accordance with Rule 9 of the Takeover
Code if, inter alia, the shareholders of the company who are
independent of the person who would otherwise be required to make
an offer, and any person acting in concert with him, pass an
ordinary resolution on a poll at a general meeting or by way of a
written resolution approving such a waiver.
Accordingly, the Company proposes that Independent Shareholders
waive the obligation on the Concert Party to make a mandatory offer
under Rule 9 of the Takeover Code, which would otherwise arise as a
result of the Subscription (in respect of the Subscription Shares)
and the exercise by the Lenders of their Subscription Rights
pursuant to the Conditional Subscription Notices.
The Panel has agreed, subject to the passing of the Whitewash
Resolution by Independent Shareholders on a poll at the General
Meeting, to waive the requirement under Rule 9 of the Takeover Code
for the Concert Party, collectively and/or individually, to make a
mandatory offer for the Ordinary Shares not already owned by them
or persons connected with them as would otherwise arise as a result
of the Subscription (in respect of the Subscription Shares) and the
exercise by the Lenders of their Subscription Rights pursuant to
the Conditional Subscription Notices. To be passed, the Whitewash
Resolution will require a simple majority of the votes cast on a
poll by the Independent Shareholders. Only Independent Shareholders
will be entitled to vote on this Resolution (being Resolution
numbered 1 as set out in the Notice).
For the avoidance of doubt, the Rule 9 Waiver applies only in
respect of increases in shareholdings of the Concert Party
resulting from amounts drawn down under the Facility being applied
by the Lenders in any Subscription and not in respect of other
increases in its holdings.
If the Resolutions are passed, the Concert Party will not be
restricted from making an offer for the Company.
Details of the Concert Party's holdings of Ordinary Shares at
the date of this document and as they will be on Admission are set
out in paragraph 7 of this Part I below.
Shareholders should note that should the Resolutions be passed
and the Subscription Rights are exercised in full as is intended
pursuant to the Conditional Subscription Notices, then on Admission
the Concert Party's holding in the Company would exceed 50 per cent
of the then issued voting rights and the Concert Party would, for
so long as it continues to hold more than 50 per cent. of such
voting rights, be able to acquire further Ordinary Shares and
accordingly increase its aggregate interest in the Company's voting
rights without incurring an obligation to make a general offer for
the Company under Rule 9 of the Takeover Code. However, individual
members of the Concert Party will be unable to increase their
individual interest in shares carrying voting rights if they
already held more than 30 per cent. but less than 50 per cent. nor
would they be able to increase their individual interest in shares
carrying voting rights to 30 per cent. or more without triggering
an obligation under Rule 9 of the Takeover Code to make an
offer.
Members of the Concert Party have supported the Company
financially in the past through equity financings as well as
through the Facility and the 2018 Secured Facility. Shareholders
should be aware that, as referenced in the Company's announcement
made on 7 March 2018, the Company has held discussions with Mr
Tinajero regarding him providing further funding, either as debt or
equity. Although the 2018 Secured Facility does not have any rights
of subscription or conversion into new Ordinary Shares, under
certain circumstances, the Board may seek to negotiate the
capitalisation of the 2018 Secured Facility into new Ordinary
Shares, should the terms of any such transaction be deemed to be in
the best interests of the Company. The Company may also seek to
conduct an equity fundraise in order to further strengthen its
balance sheet.
7. Concert Party shareholdings
The current interests in the ordinary share capital of the
Company of the Concert Party and their maximum potential interests
as they would be on Admission (assuming no issues of Ordinary
Shares other than the Subscription Shares) are as follows:
As at the date of On Admission
this document
Name No. of Ordinary % of Existing No. of Subscription Interest Maximum %
Shares Issued Share Shares to in Ordinary of Enlarged
Capital be issued Shares and Issued Share
and voting voting rights Capital and
rights of of the Company voting rights
the Company of the Company
Kaptungs
* 37,593,449 27.03 139,285,714 176,879,163 60.82
Kronck ** 2,857,143 2.05 10,535,714 13,392,857 4.60
Minles *** 571,429 0.41 1,964,285 2,535,714 0.87
Total 41,022,021 29.50 151,785,713 192,807,734 66.29
* Held as to 10,639,183 Ordinary Shares by Kaptungs and as to
26,954,266 Ordinary Shares by Chase Nominees Limited on behalf of
Kaptungs. Kaptungs is owned by the Innokapk Trust and the Innokapi
Trust. Mr Tinajero is the settlor of these trusts and also the
beneficiary, along with his family.
** Kronck is beneficially owned by Mr Septién
*** Minles is beneficially owned by Mr Martínez
Further details on the Lenders and the Concert Party can be
found in Part II of this document.
8. The Concert Party's intentions
The Concert Party has confirmed to the Company that it is not
proposing, following any increase in its percentage interests in
Ordinary Shares or voting rights as a result of the Proposals, to
seek to change the Company's business, as further set out
below.
The Concert Party has confirmed that it has no intention to make
any changes regarding the future of the Company's business, its
strategic plans, its research and development activities, its
headquarters or the functions of its headquarters, the locations of
the Company's places of business and the continued employment of
its employees and management (and those of its subsidiaries)
including any material change in the conditions of employment
(including with regard to employer contributions to the Company's
defined contribution pension plan) or the balance of skills and
functions of its employees or management, as a result of any
increase in its percentage interest in Ordinary Shares or voting
rights pursuant to the Proposals, nor will there be any
redeployment of the fixed assets of the Company. The Concert Party
has also confirmed that it has no intentions to dispose of, or
otherwise change the use of, any of the fixed assets of the Group
or make any changes in regard to the maintenance of any existing
trading facilities for the relevant securities.
The Concert Party intends that, following any increase in its
percentage interests in Ordinary Shares or voting rights as a
result of the Proposals, the Ordinary Shares will remain admitted
to trading on AIM.
The Concert Party has also confirmed to the Company that,
following completion of the Subscription in respect of the whole of
the Facility, which would provide it with effective control of the
Company, then the Company would be run as it is currently
operated.
Due to the number of Ordinary Shares that will be held by the
Concert Party on Admission, the members of the Concert Party have
agreed to enter into a Relationship Agreement with the Company
pursuant to which they have agreed that, with effect from Admission
and for so long as they remain controlling Shareholders, the
Company will be capable of carrying on its business independently
of the members of the Concert Party and that all future
transactions between the Company and members of the Concert Party
will be at arms' length and on a normal commercial basis. Further
details of the Relationship Agreement are set out in paragraph 6.3
of Part V of this document.
The Lenders have exercised Conditional Subscription Notices in
favour of the Company dated 8 August 2018, pursuant to which each
of the Lenders has notified the Company that, in accordance with
the terms of the Facility, each of the Lenders would discharge the
Company from its liability to repay to each of them the relevant
amount of the Facility in consideration for the Company treating
such discharged amounts as payment in fulfilling their respective
Subscription Rights, such notices being conditional only upon the
passing of the Resolutions and Admission. Further details of the
conditional subscription rights being exercised under the
Conditional Subscription Notices are set out in paragraph 1.3 of
Part IV of this document.
Mr Tinajero has indicated his willingness to provide further
funding to support the Company's working capital requirements,
either as debt or equity, ahead of material revenues from the
current contracts being received by the Company.
9. Information on Mirada
9.1 Overview of Mirada
Mirada is an AIM-quoted provider of products and services for
global digital television operators and broadcasters. Founded in
2000, Mirada's core focus is on the ever-growing demand for 'TV
Everywhere' for which it offers a range of software products,
notably the Iris multiscreen platform, acclaimed by clients for its
flexibility and optimal time to market.
9.2 Mirada's markets
The Directors believe that the increasing popularity of
alternative services and devices which allow viewers to access
their favourite content on their terms, has become a priority for
operators and broadcasters worldwide in the global pay TV market to
reconsider their business models in order to remain relevant in
this rapidly evolving market.
The Directors believe that telecom companies, for example, are
expanding their vision, to view 'over-the-top' internet TV services
as an alternative or as complementary to their existing platforms,
providing an effective user experience across devices to promote
valuable content and engage viewers, as well as offering exclusive
services to differentiate themselves from other industry service
providers.
Mirada focuses particularly on the pay TV markets of the
developing regions of Latin America, Eastern Europe and Asia
Pacific.
9.3 Mirada's services
Over-the-top internet television refers to the ever-growing
demand for content delivery on viewers' terms at the time, place
and on the device of their choice. Mirada's over-the-top internet
television platform, Iris, allows viewers to enjoy their favourite
content at any time on their preferred device (TVs, smartphones,
tablets or laptops) and can work independently to the TV operator's
other TV services. A summary of each of Mirada's main products and
services is set out below:
Iris 'over-the-top' Platform
Mirada's Iris software solution provides clients' subscribers
with a seamless and easy-to-use platform to discover and consume
both traditional broadcast and internet-based content anytime,
anywhere.
The multiscreen software suite enables content consumption
across TVs, tablets, smartphones and laptops, in addition to the
provision of essential tools for clients such as audience
measurement and content management.
Iris Service Delivery Platform
The Iris Service Delivery Platform is an extensive back-end
product that represents an accessible platform providing operators
with advanced tools to access configuration settings, statistics,
content management and many other essential features to suit their
specific marketing needs. It also provides users with features such
as content suggestions and smart search throughout the
catalogue.
Iris Inspire user interface
Inspire is Mirada's exclusive user interface, which enables a
seamless content consumption experience across all platforms
including smartphones, tablets and PCs. Developed with real-user
live testing, Mirada's team of experts designed the user-centric
Inspire user interface to be both rich in high-end features and
extraordinarily intuitive.
LogIQ
LogIQ is Mirada's data analytics platform which uses data
retrieved from clients' operations to enable them to make better,
data-driven decisions. With LogIQ, operators are provided with
valuable insights about their platform, subscribers and
consumption, empowering them to provide the most advanced and
appealing offering in an increasingly competitive industry. The
Directors view LogIQ as an essential tool for operators and
broadcasters to make better data-driven decisions to remain
competitive in an increasingly innovative industry.
xPLAYER
xPlayer manages interactivity on behalf of a channel. xPlayer
allows viewers to interact efficiently with on-screen content in
addition to scheduling recordings or reminders.
9.4 Mirada's customers and partners
Since its establishment, Mirada's products and solutions have
been deployed by some of the biggest names in broadcasting
including Telefonica, Sky, Virgin Media, BBC, ITV and Televisa
Group, the largest media company in the Spanish-speaking world.
Mirada has also established partnerships with key players in the
digital television markets such as Conax and Ericsson.
For the year ended 31 March 2018, approximately 60 per cent. of
the Company's revenue was generated from customers located in Latin
America. Mirada's major customer is izzi Telecom of Mexico, which
is part of Televisa Group, a company quoted on NASDAQ. Mirada's
solution is being rolled-out across five izzi Telecom networks in
Mexico. At 31 March 2018, the number of households using Mirada
technology via izzi was nearly 500,000, with more than 1,000,000
set-top boxes deployed to date, which now represents nearly 13 per
cent. of izzi Telecom's total installed customer base.
In August 2017, the Company announced its first major contract
win since the successful izzi Telecom deployment in Mexico. The
contract is with the US-based ATNi for deployments at some of its
pay TV assets based in the Caribbean. This win was the direct
result of Mirada's increased sales and marketing activity,
leveraging on the product's good references and Mirada's
demonstrated capability in managing large deployments. The contract
was structured on a software-as-a-service model, giving greater
revenue visibility in future years. This framework was replicated
in the contract with Digital TV Cable in Bolivia, which was
announced on 5 October 2017. Both contract wins have lowered
Mirada's customer concentration and diversified its sources of
revenue, adding subscriber-based licence revenues to those from
previous contracts.
In recent years, the Company has invested in its marketing and
sales efforts, which are beginning to deliver results as
demonstrated by ATNi and Digital TV Cable.
9.5 Mirada's strategy and business model
Mirada's strategy focuses on four key areas:
Market strategy
Mirada has identified a number of target geographies where it is
focused on developing its presence. These markets display promising
characteristics such as high annual growth rates in pay TV
consumption, growing pay TV penetration and burgeoning middle
classes providing rapid growth in consumer spending.
Product strategy
Mirada's digital TV products have been designed to
'future-proof' the platforms of operators and broadcasters
worldwide, while significantly improving their user experience with
cutting-edge services at a competitive time to market. This enables
Mirada to satisfy its clients' needs for today, while also
providing them with a roadmap and vision for the future.
Sales strategy
Mirada has more recently focused on increasing its sales and
marketing resources, to take advantage of the augmented interest in
the Company's offerings following the successful high profile
deployment of its flagship product with Mexican tier 1 operator,
izzi Telecom. Mirada offers its products worldwide and benefits
from an increased pipeline of opportunities through a direct
relationship with customers, for whom Mirada is a partner for
growth.
Business model
Mirada's business model has been developed to meet clients'
future needs, with a strong focus on flexibility. Mirada can
provide both 'software-as-a-service' and hosted services, enabling
the Company to give clients exactly what they want. Mirada grows as
they grow, reinforcing long term bonds, while securing long-term
recurring revenue streams.
In the pursuit of converting such opportunities into further
contract wins, and following in-depth market research and careful
consideration of feedback from operators, the Company has developed
an additional service deployment model. Under Mirada's previous
business model, the majority of the cost of the deployment work for
a new customer was covered by set-up fees payable over the
deployment of the platform. The generation of recurrent revenues
was linked to new upgrades of the software and support and
maintenance fees. The Company now also offers an alternative opex
model with strong software-as-a-service elements, thus boosting the
potential to provide more diversified revenue streams, a greater
proportion of recurring monthly revenues and increased
competitiveness within the market. An example of the application of
this alternative model is Mirada's recently announced contract win
with ATNi.
9.6 Current trading and prospects
The Company has been able to build on the momentum of the izzi
Telecom success to win new customers utilising its new recurring
revenues (opex) model. A significant investment in new commercial
opportunities occurred in the financial year ended 31 March 2018.
Mirada's sales pipeline has grown as a result of the increased
confidence of potential customers in the Company's ability to
deliver major digital television projects and the quality of its
products. The Company is participating in several new project
opportunities with prospective customers in Asia, Eastern Europe
and the Americas, and the Board is confident that Mirada will be
able to secure some of these deals in the near to medium-term
future. The Company has been in conversations with members of the
Concert Party, who expressed their intention to continue supporting
the business model's potential working capital requirements that
may result from the successful implementation of this growth
strategy.
Revenues for the financial year ended 31 March 2018 are expected
to be approximately $8.8 million, which is slightly higher than the
previous year, despite the reported problems in the Mexican market
during a period of budget constraints resulting from the US
Presidential elections. Since then, Mexico has recovered from the
effect on its currency, which when added to the increased
confidence of izzi Telecom in Mirada's product and the installation
of Mirada's licence across new tiers of izzi Telecom's customer
base, has dramatically improved the daily deployment rates of
Mirada's software. As a result of this, Mirada expects a further
increase in licence fees from izzi Telecom over the current
financial year, resulting in a good improvement to licence fee
revenues from this customer.
The Company has also been working with izzi Telecom in
preparation of an increase of Mirada's over-the-top (OTT) platform
usage, which allows their customers to watch izzi Telecom's content
over mobile phones and tablets. izzi Telecom decided to open the
OTT platform to their complete subscriber base during the 2018 FIFA
World Cup, whether or not they were a previous user of Mirada's
technology, and therefore the Company expects an increase of its
OTT product usage and its OTT licence revenues in the region
serviced by izzi Telecom.
The ATNi and Digital TV Cable deployments in the Caribbean and
Bolivia are on track with management's expectations. Both customers
are now performing their technical trials over Mirada's platform
and the Company expects to announce these two commercial launches
during this financial year.
Cash and equivalents at 30 June 2018 were $1.17 million. Total
debt was $11.77 million, as provided by the following
facilities:
-- $1.65 million of unsecured Spanish government development
loans, of which approximately 3 per cent. is repayable in the
remaining part of 2018, with 15 per cent. being repayable in 2019
and 82 per cent. being repayable between 2020 to 2026;
-- $1.34 million of unsecured loans from Spanish banks, of which
approximately 27 per cent. is repayable in the remaining part of
2018, with 44 per cent. being repayable in 2019 and 29 per cent.
being repayable between 2020 to 2023;
-- $1.05 million of drawn unsecured credit lines from Spanish
banks, out of $2.56 million of available facilities, of which:
o approximately 62 per cent. is due to be renewed in the third
quarter of the Company's financial year;
o approximately 13 per cent. is due to be renewed in the fourth
quarter of the Company's financial year; and
o approximately 15 per cent. is due to be renewed in the first
quarter of the Company's 2019 financial year.
-- $1.09 million of utilised invoice discounting facilities from
Spanish banks, out of $2.27 million of available facilities, of
which:
o approximately 26 per cent. is due to be renewed in the third
quarter of the Company's financial year;
o approximately 56 per cent. is due to be renewed in the fourth
quarter of the Company's financial year; and
o approximately 18 per cent. is due to be renewed in the first
quarter of the Company's 2019 financial year.
-- A total of $6.64 million (GBP4.7 million plus accrued
interest) provided by the Lenders under the Facility and the 2018
Secured Facility.
Net debt at 30 June 2018 (and before the repayment of the
Facility via the Subscription) was therefore $10.6 million.
10. Financial information
The published audited accounts of the Group for the last two
financial years ended on 31 March 2017 and 31 March 2016 and the
unaudited consolidated financial statements of the Group for the
half year ended 30 September 2017 are available from the Company's
website www.mirada.tv, as detailed in Part III of this
document.
11. General Meeting
Set out at the end of this document is a notice convening the
General Meeting. A Form of Proxy for use by Shareholders in
connection with the General Meeting has been sent to Shareholders
with this document.
The Resolutions to be proposed at the General Meeting are, in
summary, as follows:
-- Resolution 1 which is an ordinary resolution and which will
be called on a poll, is to approve the Rule 9 Waiver;
-- Resolution 2 is an ordinary resolution, conditional on the
passing of Resolution 1, to authorise the Directors, pursuant to
section 551 of the Act, to allot shares in the Company and/or to
grant rights to subscribe for or to convert any security into
shares in the Company up to and including a maximum nominal amount
of GBP1,517,857.13 (being equivalent to 151,785,713 Ordinary
Shares) in connection with the exercise of the Subscription Rights;
and
-- Resolution 3 is a special resolution, conditional on the
passing of Resolutions 1 and 2, and is to empower the Directors
pursuant to section 570 of the Act to disapply the statutory
pre-emption rights in relation to the allotment of equity
securities up to an aggregate nominal amount of GBP1,517,857.13
(being equivalent to 151,785,713 Ordinary Shares) in connection
with the exercise of the Subscription Rights.
The authorities set out in Resolutions 2 and 3 are in addition
to the existing authorities conferred on the Directors by
Shareholders at the annual general meeting of the Company held on
30 October
2017.
Resolutions 1 and 2 are ordinary resolutions and require a
simple majority of those voting to vote in favour of those
Resolutions. Resolution 3 is a special resolution and will require
not less than 75 per cent. of those voting in person or on a poll
by proxy to vote in favour of those Resolutions.
Only Independent Shareholders are permitted to vote on
Resolution 1. In accordance with the requirements of the Takeover
Code, voting on Resolution 1 will be conducted by way of a
poll.
12. Action to be taken by Shareholders
Whether or not you propose to attend the General Meeting in
person, you are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it to
the Company's registrar Link Asset Services, PXS, 34 Beckenham
Road, Kent, BR3 4TU, by post or by hand (during normal business
hours only), as soon as possible and in any event so as to arrive
no later than 1 p.m. on 27 August 2018. Completion and return of
the Form of Proxy will not preclude you from attending the General
Meeting and voting in person should you so wish.
If you hold Ordinary Shares in uncertificated form (that is, in
CREST) you may vote using the CREST Proxy Voting service in
accordance with the procedures set out in the CREST manual (please
also refer to the accompanying notes to the Notice). Proxies
submitted via CREST must be received by the Company's agent Link
Asset Services (ID: RA10) by no later than 1 p.m. on 27 August 2018
(or, in the case of an adjournment, not later than 48 hours before
the time fixed for the holding of the adjourned meeting). This will
enable your vote to be counted at the General Meeting in the event
of your absence. The use of the CREST Proxy Voting service will not
prevent you from attending and voting at the General Meeting, or
any adjournment thereof, in person should you wish to do so.
13. Irrevocable undertakings
On 8 August 2018 each of Kaptungs, Minles and Kronck entered
into irrevocable undertakings in favour of the Company, pursuant to
which they each agreed to vote in favour of Resolutions 2 and 3 at
the General Meeting and, because they are not Independent
Shareholders, each of them also agreed not to vote on Resolution 1
nor on any poll requested at the General Meeting seeking an
adjournment of the General Meeting.
The Directors and certain members of senior management have
undertaken to vote in favour of the Resolutions in respect of their
aggregate beneficial holdings of 4,720,835 Ordinary Shares,
representing approximately 3.39 per cent. of the Ordinary Shares in
issue.
In aggregate, irrevocable undertakings to vote in favour of
Resolution 1 have been received by the Company in respect of
beneficial holdings of 4,720,835 Ordinary Shares, representing
approximately 3.39 per cent. of the Ordinary Shares in issue. In
aggregate, irrevocable undertakings to vote in favour of
Resolutions 2 and 3 have been received by the Company in respect of
beneficial holdings of 45,742,856 Ordinary Shares, representing
approximately 32.89 per cent. of the Ordinary Shares in issue.
14. Additional Information
Your attention is drawn to the additional information set out in
Parts II to V of this document.
15. Recommendation
The Directors, who have been so advised by Allenby Capital,
believe that the Proposals are fair and reasonable as far as
Shareholders are concerned and are in the best interests of the
Company and the Shareholders as a whole. In providing such advice,
Allenby Capital has taken into account the Directors' commercial
assessments.
The Directors believe that the Lenders' continued support of the
Company and the commitment by the Lenders to invest by way of the
Facility was necessary to ensure the success of the Company.
If the Resolutions are not passed then under the terms of the
Facility the Company will be required to repay all funds drawn down
under the Facility upon the Maturity Date. The Directors believe
that seeking to repay the Facility would be to the severe detriment
of the Company particularly as sufficient funds are not currently
available to the Company to repay the amounts drawn under the
Facility. Given the Company's current and anticipated working
capital requirements, the Directors believe that should the
Resolutions not be passed and the Company was required to repay the
Facility upon its maturity, then, in the absence of other financing
being available at short-notice, repayment might only be possible
if the Company made very substantial reductions in its workforce
and operations. The Directors believe that the impact of taking
such drastic actions would make it unfeasible for the Company to
meet the requirements of its customer contracts, which could lead
to potential claims and applicable penalties from existing
customers, with the Company also suffering reputational damage and
being unable to pursue new business opportunities. This, in turn,
would severely impact the Company's working capital position.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions as they have
irrevocably undertaken to do in respect of their own aggregate
beneficial holdings of 4,087,501 Ordinary Shares, representing
approximately 2.94 per cent. of the Ordinary Shares in issue.
Yours faithfully,
Francis Coles
Non-Executive Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times set out below are based on the Company's
current expectations and may be subject to change. References to
times in this document are to London times, unless otherwise
stated.
2018
Publication of this document and the Form 9 August
of Proxy
Latest time and date for receipt of Forms 1 p.m. on 27 August
of Proxy
General Meeting 1 p.m. on 29 August
Admission 8 a.m. on 30 August
SUBSCRIPTION STATISTICS*
Number of Ordinary Shares in issue as at the
date of this document 139,057,695
Subscription Price 1.12 pence
Maximum number of Subscription Shares that may
be issued pursuant to the Subscription 151,785,713
Number of Ordinary Shares in issue on Admission 290,843,408
Percentage of the Enlarged Issued Share Capital 52.19 per cent.
represented by the Subscription Shares
Percentage of the Enlarged Issued Share Capital 66.29 per cent.
held by the Concert Party following the allotment
and issue of the Subscription Shares
* Assuming that the Resolutions are passed at the General
Meeting and that the Subscription Rights under the Facility are
exercised in full by the Lenders, as is intended pursuant to the
Conditional Subscription Notices.
DEFINITIONS
The following terms and definitions apply throughout this
document, unless the context requires otherwise:
"2018 Secured Facility" the secured one-year loan facility
for up to GBP3 million provided by
Kaptungs, as announced by the Company
on 7 March 2018, further details of
which can be found in Part VI of this
document
"Act" or "Companies Act" the Companies Act 2006, as amended
"Admission" the admission of the Subscription Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the market of that name operated by
London Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by London Stock Exchange
"Allenby Capital" Allenby Capital Limited, the Company's
nominated adviser and broker, a company
incorporated in England and Wales with
registered number 06706681, whose registered
office is at 5 St. Helen's Place, London
EC3A 6AB, and which is authorised and
regulated by the FCA
"Articles" the articles of association of the
Company
"ATNi" ATN International, Inc., a NASDAQ-listed
company, which provides pay TV, wireless
and wireline telecommunications services
in several US and Caribbean locations
under various trade names
"Board" the board of directors of the Company
"Business Day(s)" any day on which banks in London are
open for business (excluding Saturdays,
Sundays and public holidays)
"Company" or "Mirada" Mirada plc, a company incorporated in
England and Wales with company number
3609752, whose registered office is
68 Lombard Street, London EC3V 9LJ
"Concert Party" the Lenders and each of Mr Ernesto Luis
Tinajero Flores, Mr Enrique Septién
Suárez and Mr Luis Martínez
Ocariz
"Conditional Subscription the conditional subscription notices
Notices" dated 8 August 2018 entered into by
each of the Lenders in favour of the
Company, details of which are set out
in paragraph 8 of Part I of this document
"CREST" the computerised settlement system (as
defined in the Regulations) operated
by Euroclear which facilitates the transfer
of title to shares in uncertificated
form
"CREST member" a person who has been admitted by Euroclear
as a system member (as defined in the
Regulations)
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in
the Regulations)
"Digital TV Cable" Digital TV Cable Edmund S.R.L., a Bolivian
pay TV operator and broadband services
provider
"Directors" or "Board" the directors of the Company at the
date of this document, as set out on
page 5 of this document
"Directive" the Takeovers Directive (2004/25/EC)
"Enlarged Issued Share the issued ordinary share capital of
Capital" the Company immediately following the
allotment and issue of the Subscription
Shares
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Existing Ordinary Share(s)" the 139,057,695 Ordinary Shares in issue
or at the date of this document
"Existing Issued Share
Capital"
"Facility" the three unsecured one-year loan facilities
of up to an aggregate amount of GBP1.7
million, with conditional Subscription
Rights in respect of new Ordinary Shares,
as further described in Part IV of this
document
"FCA" the Financial Conduct Authority of the
United Kingdom
"Form of Proxy" the form of proxy which accompanies
this document for use in connection
with the General Meeting
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"General Meeting" the general meeting of the Company to
be held at 1 p.m. on 29 August 2018,
notice of which is set out at the end
of this document
"Group" the Company and its subsidiaries and
subsidiary and associated undertakings
at the date of this document (and "Group
Company" shall mean any such company)
"Independent Shareholders" the Shareholders other than the Concert
Party
"Innokap" an investment vehicle based in Mexico
City and owned by Mr Ernesto Luis Tinajero
Flores, further details of which are
set out in Part II of this document
"izzi Telecom" a Tier 1 Mexican broadband, telephony
and pay TV operator, owned by Grupo
Televisa
"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 Tinajero is the
settlor of these trusts and is also
the beneficiary, along with his
family
"Kronck" Kronck Business S.A., an investment
company incorporated in the Republic
of Panama, which is beneficially owned
by Enrique Septién Suárez
"Lenders" Kaptungs, Kronck and Minles
"London Stock Exchange" London Stock Exchange plc
"Maturity Date" 27 November 2018, being the date that
is 12 months from the date of the Facility
when funds drawn down under the Facility
are repayable
"Minles" Minles Corporation Inc., an investment
company incorporated in the Republic
of Panama, which is beneficially owned
by Luis Martínez Ocariz
"Notice" the notice convening the General Meeting
which is set out at the end of this
document
"Ordinary Shares" the ordinary shares of 1 penny each
in the capital of the Company
"Panel" the UK Panel on Takeovers and Mergers
"Proposals" the proposed approval of the Resolutions,
the Rule 9 Waiver and the subscription
of the Subscription Shares
"Prospectus Rules" the Prospectus Rules issued by the FCA
and made under Part VI of FSMA
"Registrar" Link Asset Services, of The Registry,
34 Beckenham Road, Kent, BR3 4TU
"Regulation S" Regulation S under the Securities Act
"Regulations" the Uncertified Securities Regulations
2001 (SI 2001/3755)
"Regulatory Information as such term is defined in the AIM Rules
Service"
"Relationship Agreement" the relationship agreement dated 8 August
2018 between (1) the Company, (2) Kaptungs,
(3) Minles, (4) Kronck, (5) Mr Tinajero,
(6) Mr Septién, (7) Mr Martinez
and (8) Allenby Capital, details of
which are set out in paragraph 6.3 of
Part V of this document
"relevant securities" relevant securities includes: (i) shares
and any other securities carrying voting
rights; (ii) equity share capital (or
derivatives referenced thereto); and
(iii) securities carrying conversion
or subscription rights (including traded
options) of the Company
"Resolutions" the resolutions to be proposed at the
General Meeting which are set out in
the Notice
"Restricted Jurisdiction(s)" the United States of America, Canada,
Australia, New Zealand, the Republic
of South Africa, Japan and/or the Russian
Federation
"Securities Act" the U.S. Securities Act of 1933, as
amended
"Shareholders" holders of Ordinary Shares
"Subscription" the discharging of the Company's liability
to repay the whole or any part of the
amount outstanding and drawn down pursuant
to the Facility (excluding any interest)
in consideration for the Company treating
the amount so discharged as payment
in full for the subscription of new
Ordinary Shares, credited as fully paid,
at the Subscription Price per share
"Subscription Conditions" the conditions that are required to
be satisfied in order for the Subscription
Rights to be exercised, being: (1) a
waiver having been granted by the Panel
of the obligations that would otherwise
arise in accordance with Rule 9 of the
Takeover Code; and (2) the Company having
received the approval of: (i) the Independent
Shareholders in a general meeting of
the waiver of the obligations that would
otherwise arise in accordance with Rule
9 of the Takeover Code; and (ii) the
Shareholders granting the necessary
share allotment authorities in accordance
with the Act in order for the Directors
to allot new Ordinary Shares to the
Lenders pursuant to the Facility, being
the authority for the Directors to allot
Ordinary Shares pursuant to section
551 of the Act and separately for the
purposes of disapplying the statutory
rights of pre-emption in accordance
with section 570 of the Act (as if section
561 of the Act did not apply to any
such allotment by the Company)
"Subscription Price" 1.12p per new Ordinary Share subscribed
pursuant to the Subscription
"Subscription Rights" the conditional rights for the Lenders
to elect to discharge the Company's
liability to repay the whole, or any
part of, the amount outstanding and
drawn down pursuant to the Facility
(excluding any interest) in consideration
for the Company treating the amount
so discharged as payment in full for
the subscription of fully paid new Ordinary
Shares at the Subscription Price per
share, exercisable at any time until
one month before the Maturity Date
"Subscription Shares" the 151,785,713 new Ordinary Shares
to be allotted and issued pursuant to
exercise by the Lenders in full of the
conditional Subscription Rights
"Shareholder(s)" holder(s) of Ordinary Share(s) from
time to time
"Takeover Code" the UK City Code on Takeovers and Mergers
(as amended from time to time)
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland, its territories
and possession, and all areas subject
to its jurisdiction
"Waiver" or "Rule 9 Waiver" the waiver which has been granted by
the Panel, conditional upon the approval
by the Independent Shareholders of the
Whitewash Resolution on a poll, of the
obligation to make a mandatory offer
for the entire issued and to be issued
share capital of the Company not already
held by the Concert Party which might
otherwise be imposed on the Concert
Party under Rule 9 of the Takeover Code,
as a result of the allotment and issue
of the Subscription Shares
"Whitewash Resolution" Resolution 1 set out in the Notice,
which relates to the Waiver
A reference to "GBP" is to pounds sterling, the lawful currency
of the UK.
A reference to "United States Dollars", "US$" or "$" is to
United States dollars, the lawful currency of the United States of
America.
A reference to "EUR", "EUR" or "Euro" is to currency introduced
at the start of the third stage of European economic and monetary
union pursuant to the Treaty establishing the European Community,
as amended.
GLOSSARY
over-the-top or OTT television content provided directly
to consumers over the internet, bypassing
telecommunications, multichannel television,
and broadcast television platforms
that traditionally act as a controller
or distributor of such content;
TV Everywhere television and video content which
can be accessed across multiple devices
- ENDS -
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END
TSTUGUBARUPRGBR
(END) Dow Jones Newswires
August 09, 2018 02:00 ET (06:00 GMT)
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