TIDMMIRA
RNS Number : 9307I
Mirada PLC
14 August 2019
14 August 2019
Mirada plc
("Mirada", the "Company" or the "Group")
Posting of Annual Report, notice of AGM and proposed share
consolidation
Mirada plc (AIM: MIRA), a leading audio-visual content
interaction specialist, announces that it will hold its Annual
General Meeting ("AGM") at the offices of Howard Kennedy LLP at
No.1 London Bridge, London SE1 9BG on 10 September 2019 at 12
noon.
The notice of AGM, the Company's Annual Report and Accounts for
the year ended 31 March 2019 and a letter in respect of electronic
communications will be posted to shareholders today and made
available later today on the Company's website at
www.mirada.tv/en/investors/financial-results/.
At the AGM, as well as the usual business of an annual general
meeting, additional resolutions are being proposed to approve the
following:
1. That, in accordance with section 618 of the Companies Act
2006, every 100 ordinary shares of GBP0.01 each in the capital of
the Company ("Existing Ordinary Share(s)") held by a shareholder at
8.00 p.m. on 10 September 2019 shall be consolidated into 1
ordinary share of GBP1.00 each ("Consolidated Share(s)"), such
Consolidated Shares having the same rights and being subject to the
same restrictions (save as to nominal value) as the Existing
Ordinary Shares as set out in the Company's articles of association
for the time being (the "Consolidation").
2. To authorise the Company generally and unconditionally to use
electronic communications with its shareholders and in particular
to authorise the Company to send or supply documents or information
to its shareholders by making them available on a website.
Full details of the above proposals are set out in the notice of
AGM being sent to shareholders and are also set out below:
Electronic Communications
Under the Companies Act 2006 the Company is permitted to make
arrangements to communicate electronically with shareholders. The
Company proposes to take advantage of these arrangements in order
to improve communication with shareholders while reducing its use
of paper. The proposal in resolution 7 being proposed at the AGM
makes it possible for electronic communication to become the
default method of communication, and shareholders must then specify
if they wish to continue to receive communications in paper form.
The resolution will authorise the Company to use its website as a
means of communicating with shareholders who do not request
documentation in paper form.
The proposed new electronic communications regime requires the
Company to consult with its shareholders individually as to whether
they wish to receive information through the Company's website. A
consultation letter will be enclosed with the notice of AGM in this
regard (the "Consultation Letter"). If Resolution 7 is approved by
shareholders, and a shareholder so agrees, then future
communications with that shareholder will be by electronic means.
If a shareholder fails to respond to the Consultation Letter within
28 days, then such a shareholder will be deemed to have agreed to
receive communications by electronic means.
Notwithstanding any prior request or deemed consent to receive
communications electronically, a shareholder may at any time inform
the Company that he or she wishes to receive all or specific
information in paper form. In addition, the Company has to notify
shareholders who receive information in electronic form when
certain key information is available on the Company's website at
www.mirada.tv.
The Company sees a positive benefit in the increase in
electronic communications, in terms of the saving of paper and
production expense.
If Resolution 7 is passed by shareholders at the AGM, the
Company will correspond with each shareholder individually as
regards communicating with them electronically.
The Consolidation
The Consolidation is proposed due to the perception of the
Company's shares by the investor community and in order to reduce
the total number of shares in issue. One consequence of having a
very large number of shares in issue, with a very low market share
price, is that small share trades can result in large percentage
movements in share price which can result in considerable share
price volatility. The Board also believes that the bid-offer spread
on shares priced at low absolute levels can be disproportionate to
the market share price, often to the detriment of shareholders.
The Directors consider that it is in the best interests of the
Company's long-term development as a publicly quoted company to
have a smaller number of shares in issue and a higher share price.
Accordingly, in order to reduce the number of shares in issue and
attempt to reduce the likelihood of there being large dealing
spreads in the Company's shares, thereby helping to reduce the
likelihood of share price volatility, the Board is proposing the
Consolidation.
The record date for the purposes of the Consolidation is 8.00
p.m. on 10 September 2019 ("Record Date").
As all of the Existing Ordinary Shares are proposed to be
consolidated, the proportion of issued ordinary shareholdings in
the Company held by each shareholder immediately before and
immediately after the Consolidation will, save for fractional
entitlements (the treatment of which is described below), remain
unchanged.
Each Consolidated Share will carry the same rights under the
Company's articles of association as each Existing Ordinary Share
does at present, including the right to vote and to receive all
dividends and other distributions and any return of capital
declared following the Consolidation.
Fractional entitlements
In the event that the number of Existing Ordinary Shares
attributed to a shareholder is not exactly divisible by 100, the
Consolidation will generate an entitlement to a fraction of a
Consolidated Share. Accordingly, following the implementation of
the Consolidation, any shareholder who as a result of the
Consolidation has a fractional entitlement to any Consolidated
Shares, will not have a proportionate shareholding of Consolidated
Shares exactly equal to their proportionate holding of Existing
Ordinary Shares.
Furthermore, any shareholders holding fewer than 100 Existing
Ordinary Shares as at the Record Date will cease to be a
shareholder of the Company. The minimum threshold to receive
Consolidated Shares will be 100 Existing Ordinary Shares.
For purely illustrative purposes, an example of the effect of
the Consolidation is set out below:
Number of Existing Number of Consolidated Fractional entitlement
Ordinary Shares held Shares following the Consolidation
9,065 90 0.65
As regards the Consolidated Shares, no certificates regarding
fractional entitlements will be issued. Instead any Consolidated
Shares in respect of which there are fractional entitlements will
be aggregated and sold. The Board is of the view that, as a result
of the disproportionate costs, it would not be in the best
interests of the Company to distribute any proceeds of sale which
instead would be retained for the benefit of the Company. For the
avoidance of doubt, the Company is only responsible for dealing
with fractions arising on registered holdings. For shareholders
whose shares are held in the nominee accounts of UK stockbrokers,
the effect of the Consolidation on their individual shareholdings
will be administered by the stockbroker or nominee in whose account
the relevant shares are held. The effect is expected to be the same
as for shareholdings registered in beneficial names, however, it is
the stockbroker's or nominee's responsibility to deal with
fractions arising within their customer accounts, and not that of
the Company.
Resulting issued share capital
The issued share capital of the Company immediately following
the Consolidation (assuming it is approved by the shareholders) is
expected to comprise 8,908,435 Consolidated Shares.
In anticipation of the Consolidation being approved by
shareholders at the AGM, the Company intends, immediately prior to
the Annual General Meeting, to issue 92 additional Ordinary Shares
(the "Share Consolidation Shares") so as to enable the total number
of Ordinary Shares in issue by the Company to be exactly divisible
by 100. Since the Share Consolidation Shares will only represent a
fraction of a New Ordinary Share, this fraction will itself be
combined with other fractional entitlements and sold pursuant to
the arrangements for fractional entitlements described above.
Admission to AIM of the Consolidated Shares
Application will be made for the Consolidated Shares to be
admitted to trading on AIM in place of the Existing Ordinary Shares
("Admission"). It is expected that Admission will become effective
and that dealings in the Consolidated Shares will commence on 11
September 2019.
The Consolidated Shares will have a new ISIN and SEDOL, which
will become effective following the Consolidation. The new ISIN and
SEDOL are GB00BK77QQ18 and BK77QQ1 respectively.
CREST and share certificates
Shareholders who hold Existing Ordinary Shares in uncertificated
form via CREST will have such shares disabled in their CREST
accounts on the Record Date, and their CREST accounts will be
credited with their entitlement to Consolidated Shares on
Admission.
Following the Consolidation, existing share certificates will
cease to be valid and new share certificates for Consolidated
Shares are expected to be despatched to those shareholders who hold
their Existing Ordinary Shares in certificated form within 14 days
after Admission. No share certificates will be issued in respect of
Consolidated Shares to those shareholders who hold their Existing
Ordinary Shares in uncertificated form.
Effects on options and other instruments
The entitlements to ordinary shares in the capital of the
Company of holders of securities or instruments convertible into
ordinary shares (such as share options under the Company's approved
and unapproved share option schemes) will be adjusted to reflect
the Consolidation. The Company will issue new documents to holders
of such instruments in due course. All share options remain subject
to relevant vesting conditions.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2019
Annual General Meeting 12 noon on 10 September
Latest time and date for dealings in 4.30 p.m. on 10 September
Existing Ordinary Shares
Record Date 8.00 p.m. on 10 September
Admission effective and commencement 8.00 a.m. on 11 September
of dealings on AIM in the Consolidated
Shares
CREST accounts credited with Consolidated 11 September
Shares (where applicable)
Despatch of definitive certificates by 25 September 2019
for Consolidated Shares (where applicable)
STATISTICS RELATING TO THE CONSOLIDATION
Existing Ordinary Shares in issue at the
date of this announcement 890,843,408
Conversion ratio of Existing Ordinary Shares one Consolidated Share
to Consolidated Shares for every 100 Existing
Ordinary Shares
Total expected number of Consolidated Shares
in issue following the Consolidation 8,908,435
ISIN for the Consolidated Shares GB00BK77QQ18
SEDOL for the Consolidated Shares BK77QQ1
Enquiries:
Mirada plc +44 (0) 207 868 2104
José Luis Vázquez, Chief Executive investors@mirada.tv
Officer
Gonzalo Babío, Chief Financial Officer
Allenby Capital Limited (AIM Nominated
Adviser and Broker)
Jeremy Porter
Liz Kirchner
James Hornigold +44 (0) 20 3328 5656
Newgate Communications +44 (0) 207 680 6550
Bob Huxford mirada@newgatecomms.com
Tom Carnegie
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, ATNI, Digital TV Cable Edmund, Skytel, 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, Spain
and Mexico. For more information, visit www.mirada.tv.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOAGGURCRUPBGAW
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