TIDMMIRI
RNS Number : 6219Z
Mirriad Advertising PLC
16 May 2023
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
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THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MIRRIAD
ADVERTISING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF MIRRIAD ADVERTISING PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR).
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION
IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION.
Mirriad Advertising plc
Result of Strategic Review
Trading Update
Proposed placing to raise approximately GBP 5.75 million
Proposed Open Offer to raise up to GBP2 million
Mirriad Advertising plc ("Mirriad", the "Company" or the
"Group"), today announces the results of its strategic review
following its announcement on 29 March 2023 ("Strategic Review"), a
trading update and a proposed conditional placing (the "Placing")
to raise approximately GBP5.75 million (before expenses) through
the issue of up to approximately 191,666,666 new ordinary shares of
GBP0.00001 each (the "Ordinary Shares") in the capital of the
Company (the "Placing Shares") at a price of 3 pence per share (the
"Issue Price").
The Placing will be conducted through an accelerated
bookbuilding process (the "Bookbuilding Process"), which will be
launched immediately following release of this Announcement.
Capitalised terms used in this announcement (including the
appendices (the "Appendices" and together, this "Announcement"))
have the meanings given to them in Appendix III headed
"Definitions" at the end of this Announcement, unless the context
provides otherwise.
In addition to the Placing, in order to provide Shareholders who
have not taken part in the Placing with an opportunity to
participate in the proposed Fundraising, the Company is providing
Qualifying Shareholders the opportunity to subscribe, at the Issue
Price, for an aggregate of up to 66,666,666 new Ordinary Shares
(the "Open Offer Shares" and, together with the Placing Shares the
"New Ordinary Shares"), to raise up to GBP2 million (before
expenses) for the Company (the "Open Offer").
Certain of the directors of the Company (the "Directors" or the
"Board") intend to subscribe for New Ordinary Shares at the Issue
Price through the Open Offer.
It is intended that the Placing and the Open Offer (together the
"Fundraising") will result in the Company raising total gross
proceeds of up to approximately GBP7.75 million, assuming that the
Open Offer is fully subscribed.
Panmure Gordon (UK) Limited ("Panmure Gordon") is acting as
nominated adviser, financial adviser and joint broker in connection
with the Fundraising. Baden Hill (a trading name for Northland
Capital Partners Limited) ("Baden Hill" and together with Panmure
Gordon, the "Joint Bookrunners") is acting as joint broker in
connection with the Placing.
Fundraising summary
-- Placing to raise approximately GBP5.75 million (before expenses) through the issue of up to approximately 191,666,666 Placing Shares at 3 pence per Placing Share; and an Open Offer to raise up to GBP2 million through the issue of up to 66,666,666 Open Offer Shares at 3 pence per Open Offer Share. The Fundraising is not being underwritten by the Joint Bookrunners.
-- The Joint Bookrunners will commence the Bookbuilding Process
immediately following the publication of this Announcement, in
accordance with the terms and conditions set out in Appendix II to
this Announcement.
-- The Issue Price represents a discount of approximately 4.8
per cent. to the closing middle market price per Ordinary Share of
3.15 pence on 15 May 2023, being the last practicable trading day
prior to the release of this Announcement.
-- The New Ordinary Shares, assuming full take-up under the Open
Offer, will represent approximately 92.5 per cent. of the existing
issued share capital of the Company (the "Existing Ordinary
Shares").
-- Certain of the Directors intend to subscribe for New Ordinary
Shares at the Issue Price through the Open Offer.
-- The timing for the close of the Bookbuilding Process and the
allocation of the Placing Shares thereunder, will be determined by
the Joint Bookrunners in consultation with the Company. Details of
the results of the Placing will be announced as soon as practicable
after the close of the Bookbuilding Process. The Joint Bookrunners
and the Company reserve the right to amend this timeframe at their
discretion.
-- In order to provide Shareholders who have not taken part in
the Placing with an opportunity to participate in the proposed
issue of New Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 66,666,666 Open Offer Shares, to raise up to
approximately GBP2 million (before expenses), on the basis of 5
Open Offer Shares for every 21 Existing Ordinary Shares held by the
Shareholder at the Record Date. Any Open Offer Shares not
subscribed for by Qualifying Shareholders will be available to
Qualifying Shareholders under the Excess Application Facility.
-- The Fundraising is conditional upon, among other things, the
resolutions (the "Resolutions") required to implement the
Fundraising being duly passed by Shareholders at the general
meeting proposed to be held at the offices of Mirriad Advertising
plc, 96 Great Suffolk Street, London SE1 0BE at 11 a.m. on 2 June
2023 (the "General Meeting").
Expected Timetable for the Fundraising
2023
Record Date for entitlement under the Open 15 May
Offer
Announcement of the Fundraising 16 May
Publication and posting of the Circular, form 16 May
of proxy (the "Form of Proxy") and, to Qualifying
Non-Crest Shareholders, the Open Offer application
form (the "Application Form")
Ex-Entitlement date of the Open Offer 17 May
Open Offer Entitlements and Excess Open Offer 18 May
Entitlements credited to stock accounts in
CREST of Qualifying CREST Shareholders
Latest recommended time and date for requested 4.30 p.m. on 25
withdrawal of Open Offer Entitlements from May
CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 26
Entitlements in CREST May
Latest time and date for splitting of Application 3.00 p.m. on 30
Forms under the Open Offer May
Latest time and date for receipt of Forms 11 a.m. on 31 May
of Proxy and CREST voting instructions
Latest time and date for receipt of Application 11.00 a.m. on 1
Forms and payment June
in full under the Open Offer and settlement
of relevant CREST instructions (as appropriate)
General Meeting 11 a.m. on 2 June
Results of the General Meeting and the Open 2 June
Offer announced through a Regulatory Information
Service
Admission and commencement of dealings in 8.00 a.m. on 5 June
the New Ordinary Shares
Where applicable, expected date for CREST 5 June
accounts to be credited in respect of New
Ordinary Shares in uncertificated form
Where applicable, expected date for dispatch Within 14 days of
of definitive share certificates for New Ordinary Admission
Shares
Long Stop Date 8.00 a.m. on 30
June
Each of the times and dates above refer to London time and are
subject to change. Any such change will be notified by an
announcement through a Regulatory Information Service. All events
listed in the above timetable following the General Meeting are
conditional on the passing of the Resolutions at the General
Meeting.
Shareholders should be aware that if the Fundraising does not
complete by 6 June 2023, the Company's annual report and accounts
will not be able to be signed off by the Company's auditors on a
going concern basis. The Company currently proposes to publish its
preliminary results on 7 June 2023.
The Company anticipates that the net proceeds of the Placing are
expected to meet the Company's working capital requirements only to
the end of June 2024 and that additional capital will be required
to achieve cash flow break even. However, Shareholders should be
aware that the Resolutions must be passed by Shareholders at the
General Meeting in order for the Fundraising to proceed. If the
Resolutions are not passed, the Fundraising will not occur and none
of the net proceeds of the Fundraising will be received by the
Company. In such an event, the Company would need to consider the
options available to it in terms of alternative sources of funding.
It may be that such sources would not be on terms as favourable to
Shareholders as the Fundraising. Further, there is no guarantee
that alternative sources could be found. In the event that the
Resolutions are not passed and the Fundraising does not occur, and
if such an alternative source of funding cannot be found, the
Company expects that it would only have sufficient cash to fund its
activities until the end of September 2023.
In the event that the Company is unable to meet such obligations
as a result of the failure of the Fundraising to complete and in
the event that the Company is unable to secure alternative sources
of funding, the Directors believe that it is unlikely that the
Company will be able to continue as a going concern and it is
highly likely that the Directors would (in order to fulfil their
duties to the Company's creditors and to other applicable
stakeholders) seek to place the Company into some form of
insolvency proceeding, or a creditor may take action to enforce or
initiate an insolvency proceeding. Any such proceeding would be
likely to result in little or no value for Shareholders.
These possibilities are considered to be realistic, not
remote.
This Announcement should be read in its entirety. In particular,
your attention is drawn to the detailed terms and conditions of the
Placing and further information relating to the Placing and any
participation in the Placing that is described in Appendices I, II
and III to this Announcement (which form part of this
Announcement).
The person responsible for arranging the release of this
Announcement on behalf of the Company is David Dorans, a director
of the Company.
Enquiries:
Mirriad Advertising plc
Stephan Beringer, Chief Executive
Officer
David Dorans, Chief Financial
Officer
Via Charlotte Street Partners
or Panmure Gordon
Financial Adviser, Nominated
Adviser and Joint Broker:
Panmure Gordon
James Sinclair-Ford / Daphne
Zhang (Corporate Advisory)
Rupert Dearden (Corporate Broking)
Tel: +44 (0)20 7886 2500
Baden Hill (a trading name for
Northland Capital Partners Limited)
- Joint Broker
Craig Fraser
Tel: +44 (0)20 3951 8904
Notes to Editors
About Mirriad
Mirriad's award-winning solution creates new advertising
inventory for brands. Our patented, AI and computer vision powered
platform dynamically inserts products and innovative signage
formats after content is produced. Mirriad's market-first solution
creates a new revenue model for content owners distributing across
traditional ad supported and subscription services, and
dramatically improves the viewer experience by limiting commercial
interruptions. Mirriad currently operates in the US, Europe and
Asia.
APPIX I - ADAPTED EXTRACTS FROM THE CIRCULAR
1. INTRODUCTION AND SUMMARY
The Board announces a conditional Placing of approximately
191,666,666 Placing Shares at 3 pence per Placing Share to raise
approximately GBP5.75 million (before expenses) for the
Company.
In addition, in order to provide Shareholders who have not taken
part in the Placing with an opportunity to participate in the
proposed issue of New Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for an
aggregate of up to 66,666,666 Open Offer Shares, to raise up to
approximately GBP2 million (before expenses), on the basis of 5
Open Offer Share for every 21 Existing Ordinary Shares held on the
Record Date, at 3 pence per Open Offer Share. Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess
Application Facility.
The Issue Price represents a discount of 4.8 per cent. to the
closing middle market price of 3.15 pence per Ordinary Share on 15
May 2023, being the last practicable date prior to the
Announcement. The Placing Shares will represent approximately 68.7
per cent. of the Company's existing issued ordinary share capital
prior to the Open Offer. The New Ordinary Shares together will
represent approximately 48.1 per cent. of the Company's issued
ordinary share capital following Admission (assuming the Open Offer
Shares are taken-up in full).
The total amount that the Company could raise under the
Fundraising is approximately GBP7.75 million (before expenses),
assuming that the Open Offer is fully subscribed.
Neither the Placing nor the Open Offer are being
underwritten.
The Fundraising is conditional, inter alia, upon Shareholders
approving the Resolutions at the General Meeting that will grant to
the Directors the authority to allot the New Ordinary Shares for
cash on a non-pre-emptive basis. The Resolutions are contained in
the Notice of General Meeting at the end of this document.
Admission is expected to occur no later than 8.00 a.m. on 5 June
2023 or such later time and/or date as Panmure Gordon, Baden Hill
and the Company may agree (being in any event no later than 8.00
a.m. on 30 June 2023).
Shareholders should be aware that if the Fundraising does not
complete by 6 June 2023, the Company's annual report and accounts
will not be able to be signed off by the Company's auditors on a
going concern basis. The Company currently proposes to publish its
preliminary results on 7 June 2023.
The Company anticipates that the net proceeds of the Placing are
expected to meet the Company's working capital requirements only to
the end of June 2024 and that additional capital will be required
to achieve cash flow break even. However, Shareholders should be
aware that the Resolutions must be passed by Shareholders at the
General Meeting in order for the Fundraising to proceed. If the
Resolutions are not passed, the Fundraising will not occur and none
of the net proceeds of the Fundraising will be received by the
Company. In such an event, the Company would need to consider the
options available to it in terms of alternative sources of funding.
It may be that such sources would not be on terms as favourable to
Shareholders as the Fundraising. Further, there is no guarantee
that alternative sources could be found. In the event that the
Resolutions are not passed and the Fundraising does not occur, and
if such an alternative source of funding cannot be found, the
Company expects that it would only have sufficient cash to fund its
activities until the end of September 2023.
In the event that the Company is unable to meet such obligations
as a result of the failure of the Fundraising to complete and in
the event that the Company is unable to secure alternative sources
of funding, the Directors believe that it is unlikely that the
Company will be able to continue as a going concern and it is
highly likely that the Directors would (in order to fulfil their
duties to the Company's creditors and to other applicable
stakeholders) seek to place the Company into some form of
insolvency proceeding, or a creditor may take action to enforce or
initiate an insolvency proceeding. Any such proceeding would be
likely to result in little or no value for Shareholders.
These possibilities are considered to be realistic, not
remote.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING AND USE OF PROCEEDS
On 20 January 2023, the Company announced a strategic review of
its business, including a formal sale process, to consider all
options to secure future value for stakeholders (the "Strategic
Review"). On 14 April 2023, the Company concluded that there was no
prospect that an offer for the issued and to be issued share
capital of the Company would be forthcoming and accordingly
announced the termination of the formal sale process. Raising
additional equity capital was explicitly considered as an option as
part of that announcement. Having continued to review the business
and its operations, the Directors now consider that an equity
capital raise is in the best interest of all stakeholders. The
Company anticipates that the net proceeds of the Placing will be
sufficient to finance the business until the end of June 2024 and
that the Company will need to secure additional funding in order to
achieve cashflow break even which it anticipates achieving in
2025.
The Directors believe that the Company has been instrumental in
driving awareness of the potential for in-content advertising and
that the market is becoming increasingly receptive to the
possibilities and potential of this form of advertising and to the
Company's proposition. This is demonstrated by:
1. the announcements made by Amazon and NBCU that they were, or
intended, to enter the in-content advertising market;
2. conversations that the Company is having with a number of
Tier 1 content supply businesses in the US. The Company is working
with five of the top ten largest content supply companies in the US
and in dialogue with another four;
3. the number of large advertisers who are interested in the
Company's products. The Company is working with nine of the top
twenty largest spending advertisers in the US and in dialogue with
six more; and
4. the fact that the Company is partnering with an increasing
number of advertising technology ("adtech") companies for the
purpose of deploying in-content advertising programmatically. The
Company is working with nine of what the Directors believe are the
fifteen largest adtech companies in the programmatic advertising
space in the US.
The Directors expect other major media and adtech companies to
enter the in-content market over the next twelve months. The
Directors believe that ultimately this will lead to an
industry-wide development and adoption of in-content advertising as
a new advertising format.
The Company expects its principal growth will come in the US
market, often considered the world's largest and most dynamic
advertising market, and increasingly from the development of its
programmatic advertising business. The US advertising market is
predicted by Magna to show steady growth over the period 2023 to
2027 with an anticipated compound annual growth rate of 4.7 per
cent. a year. Traditional television viewing is, however, in steep
decline while audiences increasingly consume video on demand often
on low or no advertising-based services; according to Magna, nearly
two-thirds of video viewing in the US by 18 to 49 year olds is now
to streaming services with no or low levels of advertising. Even
though some streaming services have launched advertising supported
tiers, according to data from Antenna, sign up to these tiers
remains relatively low and in the 20 to 30 per cent. range. This
means that advertisers are finding it increasingly difficult to
reach their target audiences in brand-safe environments using
traditional forms of advertising and will need to find new ways to
do that. Traditionally this content has often been monetised using
advertising but the development of advertising-free or
advertising-light streaming services means that advertising
opportunities are diminishing. As this type of advertising has been
the foundation of the revenue model for most content providers this
is a significant challenge for them to address.
The Company's product represents one method of solving issues
for all three stakeholders in the market:
1. for viewers in-content advertising is a format which does not
interrupt their viewing, fits naturally with the content and is
preferred to traditional forms of advertising;
2. for content providers in-content advertising provides a new
source of advertising inventory and therefore revenue across any
distribution model; and
3. for advertisers in-content advertising provides a cost
effective route to reaching scarce audiences with a non-skippable
and brand-safe format.
The scarcity of advertising inventory in the market will only
partly be alleviated by the limited quantity of inventory in
advertising supported offerings of the streaming platforms. Given
the growing pressure on the entire industry caused by increased
programming cost, the Company expects significant growth in the
overall in-content market beginning in 2024. This is expected to
happen once in-content advertising transactions are automated
programmatically at scale and the marketplace achieves higher
liquidity as a result of additional supply and demand.
Since the summer of 2022, a growing industry sentiment has been
building in the market that the in-content advertising format is
set to become a standard format in the industry. As a result,
Mirriad is now in negotiation and discussions with multiple tier
one supply-side companies including the biggest connected
television ("CTV") and streaming players in the world. This has
created strong momentum for Mirriad, as the Company is now being
validated as an enterprise (versus point) solution for the creation
of incremental advertising inventory, which is expected to
ultimately lead to recurring, predictable revenues for the
business.
In order to continue to develop the market and the development
of programmatic capability the Company needs to raise additional
capital.
The net proceeds of the Fundraising will be used to further the
Company's technology to allow for the introduction of
programmatically enabled sales and to continue the Company's
broader commercial development. Specifically, it will allow the
Group to develop its business by continuing to invest in its
Technology and Product development strategy, transitioning from a
manual advertising placement model purchased on an ad hoc basis, to
programmatic buying of in-content advertising at scale. Leveraging
programmatic sales pipelines will be enabled by migrating the
Company's platform to an open architecture, which integrates with
partner platforms and gives partners the ability to white label the
Company's technology/components. The Company anticipates deploying
approximately 37 per cent. of the net proceeds of the Fundraising
on technology and product function development, approximately 26
per cent. on partner development and sales staff costs,
approximately 6 per cent. on operational staff, approximately 11
per cent. on all other staff and approximately 20 per cent. on
non-staff costs (excluding technology).
3. RESTRUCTURING AND NEW STRATEGY
In conjunction with the Fundraise, the Company is planning to
undertake a wide-ranging restructuring of the business with the
objective of reducing the Company's cash burn, which averaged
GBP1.1 million per month in the year to 31 December 2022, to an
anticipated average net burn of approximately GBP680,000 a month
for the 12 month period July 2023 to June 2024 once cost saving
measures have been implemented. The cost saving will target staff
and non-staff costs.
In the staff cost category, the Directors anticipate a reduction
of approximately one-third of the existing staff base. This
restructuring will include a proposed reduction in the number of
Non-Executive Directors from six to four and a management
restructuring focused on the proposed departure of the current
Chief Financial Officer with his duties being reassigned to other
existing staff. This restructuring will meaningfully reduce the
Company's on-going cost base and provide a leaner operation that is
geared towards programmatic and focused on engagement with
category-leading advertisers. In total, the Directors are targeting
savings of around GBP6.6 million in staff costs across 2023 and
2024 compared to the Company's original 2023 budget.
Following the reduction in the number of Non-Executive Directors
referred to in the preceding paragraph, the Board will comprise of
six Directors, of whom two will be Executive and four will be
Non-Executive. The Company will continue to comply with the
requirements of the QCA Code. To the extent any of the departures
impact on the Audit or Remuneration Committee, changes will be made
to the composition of the affected committee to ensure continued
compliance with the QCA Code. The Company will make further
announcements in relation to the proposed restructuring of the
Board and management in due course.
Savings are also planned across all non-staff expenditure with a
particular focus on property, software costs, marketing, research
and professional fees. The Company will seek to implement a fully
remote working model for its US staff and investigate moving to a
fully remote model in London where the current lease contains a
break clause in July 2024. In total the Directors are targeting
savings of around GBP2.5 million in non-staff costs across 2023 and
2024 compared to the Company's original 2023 budget.
4. CURRENT TRADING AND PROSPECTS
The Company noted in its announcement of 20 January 2023 that
revenue for the year ended 31 December 2022 was GBP1.51 million and
that cash holding at that time was GBP11.3 million. The Company had
previously disclosed in its trading update of 14 December 2022 that
it anticipated an EBITDA loss for the year ended 31 December 2022
of GBP15.5 million. The Company can report that the actual EBITDA
loss for the year ended 31 December 2022 was GBP15.2 million. The
Company further updated in its release on 14 April 2023 that cash
holding at 31 March 2023 was GBP7.52 million.
The Company reports operational key performance indicators on a
six monthly basis. The three "supply side" KPIs track the wider
market adoption of the Mirriad platform and the three "demand side"
KPIs track the development of the commercial relationships with
agencies, advertisers and partnerships. Overall they act as leading
indicators of future revenue generation.
The operational KPIs as at 31 December 2022 were as follows:
Percentage
KPI 2022 2021 Change
Supply side:
------------- -------------- -----------
1. Active supply partnerships* #31 #25 +24%
------------- -------------- -----------
2. Supply partners represented #61 #46 +33%
------------- -------------- -----------
3. Seconds of content
available** 651,990 secs 472,754 secs. +38%
------------- -------------- -----------
Demand side:
------------- -------------- -----------
1. Active agency relationships #19 #19 No change
------------- -------------- -----------
2. Number of advertisers
who have run campaigns #59 #45 +31%
------------- -------------- -----------
3. Strategic and commercials #3 #3 No change
partnership agreements
with advertisers and
agencies
------------- -------------- -----------
* Defined as the number of supply partners who ran a campaign
during the period.
** Defined as the total number of seconds of advertising
inventory available for sale during the period.
The business entered 2023 with a healthy pipeline of future
advertising campaigns, albeit the US market showed a stronger than
expected slowdown during the final quarter of 2022 and first
quarter of 2023. As a result of this slowdown, campaigns are taking
longer to book, are being booked closer to air date and advertisers
are operating in a more conservative manner. In addition, the major
Tier 1 supply partners that the Company has been targeting have
been focused on restructuring their businesses and launching
advertising supported video on demand services with in-content
taking a lower priority. The Company is being told by supply
partners and demand partners that they wish to trade in-content
advertising programmatically and that volume of trade will
substantially improve once the Company fully rolls out a
programmatic sales solution. The unfavourable market conditions
have impacted the Company's first quarter revenues in the US.
To improve annual recurring revenue and increase average
campaign sizes, the Company is focusing on a key account strategy
for advertisers and has built a strong position in the US with
active engagements with nine of the top 20 US advertisers by spend,
and is in dialogue with six more.
The Company also announced a collaboration based on a memorandum
of understanding with Microsoft on 3 May 2023 which the Company
anticipates will accelerate its technology roadmap by leveraging
Microsoft's market leading technology capabilities, including
cognitive and generative AI; integrating the Company's solution
into the Microsoft marketplace and improved access to Microsoft's
customers and joint business development.
The Company continues to see growing interest in its product
from the largest media organisations in the market. The Company has
active engagements with five of the top ten largest media
organisations in the US and is in dialogue with another four. The
Company believes that the overall market will improve considerably
in the second quarter of 2023 and expects to see further supply and
demand growth in the US in the second half of 2023.
In Europe and the Middle East, the Company has seen strong year
on year growth with revenue ahead of the same period in 2022.
Growth has been driven by an increase in supply partnerships and by
growing demand from leading advertisers across multiple industry
verticals.
As previously announced, the Company has now fully exited the
Chinese market and there will be no further revenue from that
market. The Company has early stage relationships developing with
leading media companies in Japan but does not anticipate
significant revenues from these relationships in 2023.
5. THE FUNDRAISING
5.1 The Placing
The Company proposes to conditionally raise approximately
GBP5.75 million (before expenses) through the issue of the Placing
Shares at the Issue Price, which represents a discount of 4.8 per
cent. to the closing middle market price of 3.15 pence per Ordinary
Share on 15 May 2023, being the last practicable date prior to the
Announcement.
The maximum aggregate number of Placing Shares that may be
issued pursuant to the Fundraising is approximately 191,666,666 new
Ordinary Shares, representing approximately 35.7 per cent of the
Enlarged Share Capital following Admission, assuming that the Open
Offer is fully subscribed.
The Placing and Open Offer Agreement also provides for the
Company to pay the reasonably incurred costs, charges and expenses
of, or incidental to, the Placing and Admission including legal and
other professional fees and expenses.
The Placing Shares have not been made available to the public
and have not been offered or sold in any jurisdiction where it
would be unlawful to do so.
5.2 The Open Offer
The Company considers it important that Qualifying Shareholders
have an opportunity (where it is practicable for them to do so) to
participate in the Fundraising and accordingly the Company is
making the Open Offer to Qualifying Shareholders. The Company is
proposing to raise up to approximately GBP2 million (before
expenses) (assuming full take up of the Open Offer) through the
issue of up to 66,666,666 Open Offer Shares at the Issue Price.
The Open Offer Shares are available to Qualifying Shareholders
pursuant to the Open Offer at the Issue Price of 3.15 pence per
Open Offer Share, payable in full on acceptance. Any Open Offer
Shares not subscribed for by Qualifying Shareholders will be
available to Qualifying Shareholders under the Excess Application
Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
5 Open Offer Shares for every 21 Existing Ordinary Shares held
by the Shareholder on the Record Date
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to
Qualifying Shareholders but will be made available under the Excess
Application Facility. The Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares in excess of
their Open Offer Entitlement. Not all Shareholders will be
Qualifying Shareholders. Shareholders who are located in, or are
citizens of, or have a registered office in certain overseas
jurisdictions will not qualify to participate in the Open Offer.
The attention of Overseas Shareholders is drawn to paragraph 6 of
Part IV of this document.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form. Applicants can apply for less or more than their
entitlements under the Open Offer but the Company cannot guarantee
that any application for Excess Shares under the Excess Application
Facility will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders apply for less than
or more than their own Open Offer Entitlements. The Company may
satisfy valid applications for Excess Shares of applicants in whole
or in part but reserves the right not to satisfy any excess above
any Open Offer Entitlement. Applications made under the Excess
Application Facility will be scaled back pro rata to the number of
shares applied for if applications are received from Qualifying
Shareholders for more than the available number of Excess
Shares.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 17 May 2023. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 1 June 2023. Applications through the CREST system may only
be made by the Qualifying CREST Shareholder originally entitled or
by a person entitled by virtue of bona fide market claims. The Open
Offer Shares must be paid in full on application. The latest time
and date for receipt of completed Application Forms or CREST
applications and payment in respect of the Open Offer is 11.00 a.m.
on 1 June 2023. The Open Offer is not being made to certain
Overseas Shareholders, as set out in paragraph 6 of Part IV of this
document.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part IV of this document and on the
accompanying Application Form.
The Open Offer is conditional on the Placing becoming or being
declared unconditional in all respects and not being terminated
before Admission. Accordingly, if the conditions to the Placing are
not satisfied or waived (where capable of waiver), the Open Offer
will not proceed and the Open Offer Shares will not be issued and
all monies received by the Registrars will be returned to the
applicants (at the applicant's risk and without interest) as soon
as possible thereafter. Any Open Offer Entitlements admitted to
CREST will thereafter be disabled.
The Open Offer Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
declared, made or paid after the date of their issue.
Risk Factors
SHAREHOLDERS SHOULD BE AWARE THAT IF THE FUNDRAISING DOES NOT
COMPLETE BY 6 JUNE 2023, THE COMPANY'S ANNUAL REPORT AND ACCOUNTS
WILL NOT BE ABLE TO BE SIGNED OFF BY THE COMPANY'S AUDITORS ON A
GOING CONCERN BASIS. THE COMPANY CURRENTLY PROPOSES TO PUBLISH ITS
PRELIMINARY RESULTS ON 7 JUNE 2023.
THE COMPANY ANTICIPATES THAT THE NET PROCEEDS OF THE PLACING ARE
EXPECTED TO MEET THE COMPANY'S WORKING CAPITAL REQUIREMENTS ONLY TO
THE OF JUNE 2024 AND THAT ADDITIONAL CAPITAL WILL BE REQUIRED TO
ACHIEVE CASH FLOW BREAK EVEN. HOWEVER, SHAREHOLDERS SHOULD BE AWARE
THAT THE RESOLUTIONS MUST BE PASSED BY SHAREHOLDERS AT THE GENERAL
MEETING IN ORDER FOR THE FUNDRAISING TO PROCEED. IF THE RESOLUTIONS
ARE NOT PASSED, THE FUNDRAISING WILL NOT OCCUR AND NONE OF THE NET
PROCEEDS OF THE FUNDRAISING WILL BE RECEIVED BY THE COMPANY. IN
SUCH AN EVENT, THE COMPANY WOULD NEED TO CONSIDER THE OPTIONS
AVAILABLE TO IT IN TERMS OF ALTERNATIVE SOURCES OF FUNDING. IT MAY
BE THAT SUCH SOURCES WOULD NOT BE ON TERMS AS FAVOURABLE TO
SHAREHOLDERS AS THE FUNDRAISING. FURTHER, THERE IS NO GUARANTEE
THAT ALTERNATIVE SOURCES COULD BE FOUND. IN THE EVENT THAT THE
RESOLUTIONS ARE NOT PASSED AND THE FUNDRAISING DOES NOT OCCUR, AND
IF SUCH AN ALTERNATIVE SOURCE OF FUNDING CANNOT BE FOUND, THE
COMPANY EXPECTS THAT IT WOULD ONLY HAVE SUFFICIENT CASH TO FUND ITS
ACTIVITIES UNTIL THE OF SEPTEMBER 2023.
IN THE EVENT THAT THE COMPANY IS UNABLE TO MEET SUCH OBLIGATIONS
AS A RESULT OF THE FAILURE OF THE FUNDRAISING TO COMPLETE AND IN
THE EVENT THAT THE COMPANY IS UNABLE TO SECURE ALTERNATIVE SOURCES
OF FUNDING, THE DIRECTORS BELIEVE THAT IT IS UNLIKELY THAT THE
COMPANY WILL BE ABLE TO CONTINUE AS A GOING CONCERN AND IT IS
HIGHLY LIKELY THAT THE DIRECTORS WOULD (IN ORDER TO FULFIL THEIR
DUTIES TO THE COMPANY'S CREDITORS AND TO OTHER APPLICABLE
STAKEHOLDERS) SEEK TO PLACE THE COMPANY INTO SOME FORM OF
INSOLVENCY PROCEEDING, OR A CREDITOR MAY TAKE ACTION TO ENFORCE OR
INITIATE AN INSOLVENCY PROCEEDING. ANY SUCH PROCEEDING WOULD BE
LIKELY TO RESULT IN LITTLE OR NO VALUE FOR SHAREHOLDERS.
THESE POSSIBILITIES ARE CONSIDERED TO BE REALISTIC, NOT
REMOTE.
Any investment in the Company is subject to a number of risks.
Accordingly, prospective investors should carefully consider the
risk factors set out below as well as the other information
contained in this document before making a decision whether to
invest in the Company. The risks described below are not the only
risks that the Group faces. Additional risks and uncertainties that
the Directors are not aware of or that the Directors currently
believe are immaterial may also impair the Group's operations. Any
of these risks may have a material adverse effect on the Group's
business, financial condition, results of operations and prospects.
In that case, the price of the Ordinary Shares could decline and
investors may lose all or part of their investment. Prospective
investors should consider carefully whether an investment in the
Company is suitable for them in light of the information in this
document and their personal circumstances.
Before making an investment, prospective investors are strongly
advised to consult an investment adviser authorised under FSMA who
specialises in investments of this kind. A prospective investor
should consider carefully whether an investment in the Company is
suitable in the light of his or her personal circumstances, the
financial resources available to him or her and his or her ability
to bear any loss which might result from such investment.
The following factors do not purport to be a complete list or
explanation of all the risk factors involved in investing in the
Company. In particular, the Company's performance may be affected
by changes in the market and/or economic conditions and in legal,
regulatory and tax requirements.
RISKS RELATING TO THE GROUP'S BUSINESS
The development of a programmatic ecosystem is a critical
component of the Company's business plan
The Company's financial forecasts assume that a significant part
of the Company's revenue growth from 2024 onwards comes from the
development and introduction of programmatic advertising sales,
initially in the US market. In order for this revenue to be
generated the Company will need to secure supply partners who wish
to transact programmatically and have sufficient rights cleared
content available to do so. The Company will also need to ensure
that is has developed and deployed the relevant technology to
enable programmatic trading and integrated with both the supply and
demand side of the value chain. While the Company has successfully
run a programmatic campaign this was limited in scale. There is
therefore a risk that if the Company fails to develop the
technology or fails to secure supply partners who wish to trade
in-content advertising programmatically that the Company may not to
secure the volume of sales it needs to achieves its growth
plans.
Failure to break through with product
Revenue generation is dependent on demand for the Company's
services from advertisers and their media agencies. The Company has
to date earned modest revenue from sales and, as a result, the
Company has incurred net losses. The Company, which has continued
to develop relationships with key advertisers and agencies, is now
focusing on a key account strategy and is developing its ability to
operate programmatically. However, if the market does not develop
as the Directors anticipate or the uptake of the technology us
slower than the Directors anticipate, the Company's growth plans,
business and financial results may suffer.
Lack of scalable supply partnerships
The Company is reliant on distribution partners to open content
supply at scale for the purpose of monetisation via in-content
advertising insertions. Future opportunities to monetise the
inventory programmatically is expected to further accelerate
development as the Company has already substantially increased the
number of supply partners it represents, but nevertheless supply
remains a critical issue for the Company to grow.
Ability to attract and retain staff
The Company has to attract and retain staff in competition with
other organisations in each of its operating markets. Staff
turnover increased substantially in 2022 as a result of healthy
employment markets in all of the Company's operating territories
other than China. As the Company remains loss making its ability to
attract and retain staff with motivating cash and equity packages
is limited. As the Company's principle cost is staff and staff
related expenditure there is a risk that the Company may have to
increase the packages it offers to existing and new staff over and
above what is planned which would increase the cost base and
adversely affect future profitability.
Emergent competition could damage the Company's prospects
The Company is seeing an increase in competitor activity
particularly in the US market. The Directors believe that there is
not yet a competitor with the ability to operate at the quality and
scale that the Company has demonstrated. The Directors continue to
believe that, in the short term, there are no competitors who can
provide an equivalent service to the market. There are, however,
emerging competitors who provide similar services (in some
respects) to those provided by the Company and several who have
longer established business models with larger revenue streams
operating in adjacent business sectors. It is also possible for
very large and well-resourced organisations who sell advertising
products as part of their core business to see the market potential
that the Company sees. While the Directors believe that replication
of the Company's platform is complex and a level of protection is
afforded by various intellectual property protections, including
patents, copyright, trademarks, trade secrets and contractual
provisions, to preserve its intellectual property rights, an
organisation with the ability to invest and devote resource to the
development of an advertising product could ultimately replicate
the service provided by the Company. Many of the Company's
competitors and potential competitors have significantly greater
financial, technical, marketing or service resources than the
Company and have a larger base of products, longer operating
histories and/or greater name recognition. In addition, the
Company's competitors may be able to respond more quickly than the
Company can to changes in partner requirements and devote greater
resources to the enhancement, promotion and sale of their products
and to the development of new products.
Dependence on supply partners for revenue generation
In those areas where the Company partners with a broadcaster,
publisher or video platform, it uses an indirect sales model
whereby such partners sell campaigns manually or programmatically
using the Company's platform, which the Company then fulfils. There
are risks in this model because the Company does not control the
pricing and packaging of its products and services and relies on
partner to generate revenue. The Directors believe that,
ultimately, this risk will be mitigated by the move to programmatic
buying of campaigns as this will rely less on human sales effort by
partners.
Working capital risk
If the Resolutions are not passed, the Fundraising will not
occur and none of the net proceeds of the Fundraising will be
received by the Company. In such an event, the Company would need
to consider the options available to it in terms of alternative
sources of funding. It may be that such sources would not be on
terms as favourable to Shareholders as the Fundraising. Further,
there is no guarantee that alternative sources could be found. In
the event that the Resolutions are not passed and the Fundraising
does not occur, and if such an alternative source of funding cannot
be found, the Company expects that it would only have sufficient
cash to fund its activities until the end of September 2023. Even
with additional capital there is no guarantee that the Company will
be able to achieve cash flow break even if trading does develop as
the Directors anticipate nor be able to raise further funding.
No minimum contractual volumes
The Group's contracts are framework agreements which set out the
commercial terms on which the Group will operate with its partners
but contain no contractual obligation to maintain or renew any
level of purchasing activity and there is no minimum purchasing
commitment under the Group's agreements with those partners.
Partners are therefore freely able to reduce the level of and/or
range of services they are procuring from the Group and any
resulting reduction in the partners' spending would have an adverse
impact on the Group's business, results of operations and financial
condition.
Reputational damage
Given concerns over data privacy and the impact on advertising
there is a risk of further regulation impacting on the Company's
product. Although the Company does not gather or handle partner
data it does insert advertising images into existing content which
look as if they have always been there when they have not been. The
Directors therefore believe that there is little real risk of its
product being confused with those of companies such as Facebook or
YouTube. There is a risk, however, that any regulation of these
kinds of companies as a result of generalised concerns over
invasion of privacy could result in unexpected regulation of the
Company's services.
Centralisation of production in India creates a single point of
failure
The Company has a single site in Mumbai responsible for
producing all of the Company's output. This creates a single point
of failure. In the event of a loss of this production facility the
Company may be unable to scale revenues as the Directors
anticipate.
Dependence upon key intellectual property including patents and
knowhow
The Company's success depends in part on its ability to protect
its rights in its intellectual property. The Company's intellectual
property also includes know-how related to the provision of in
video advertising and associated products and services. The Company
relies upon various intellectual property protections, including
patents, copyright, trademarks, trade secrets and contractual
provisions, to preserve its intellectual property rights. Despite
these precautions, it may be possible for third parties to obtain
and use the Company's intellectual property without its
authorisation. There may not be adequate protection for the
intellectual property in every country in which the Company sells
its services and policing unauthorised use of proprietary
information is difficult and expensive. The steps which the Company
has taken and intends to take to protect its intellectual property
may be inadequate to prevent the misappropriation of its
proprietary technology. Any misappropriation of the Company's
intellectual property could have a negative impact on the Company's
business and its operating results. Furthermore, the Company may
need to take legal action to enforce its intellectual property, to
protect trade secrets or to determine the validity or scope of the
proprietary rights of others. Litigation relating to the Company's
intellectual property, whether instigated by the Company to protect
its rights or arising out of alleged infringement of third party
rights, may result in substantial costs and the diversion of
resources and management attention and there can be no guarantees
as to the outcome of any such litigation, or that it can be
effectively used to enforce the Company's rights.
The Company's operations are dependent on the Company's IT
systems
The Company relies on a reliable and efficient IT system to
ensure a smooth flow and retention of information. The Company's
financial, accounting, data processing, communications and other
systems and facilities, and/or third party infrastructure on which
the Company relies, may: (i) fail to operate properly or become
disabled as a result of events that are wholly or partially beyond
the Company's control; and (ii) be vulnerable to unauthorised
access and data loss (from within the organisation or by third
parties), computer viruses, malicious code, cyber threats that have
a security impact, and the interception or misuse of information
transmitted or received by the Company. The Company has put in
place what it believes to be appropriate data security provisions,
but breaches may still occur. A failure of the system or a breach
could result in the Company being unable to operate its business,
inefficient management processes, information processes stalling
and a severe impact on operational predictability. As the Company
expands, it must make substantial expenditures and efforts to
develop and maintain its operational systems and infrastructure. An
inability to realise such developments and maintain the systems
could negatively impact the Company's ability to complete current
work efficiently, and to scope and deliver tenders to appropriate
specifications, which could result in partners seeking to terminate
their relationship with the Company.
Currency and foreign exchange
The Company's policy is not to enter into any currency hedging
transactions. As a consequence of the international nature of its
business, the Company is exposed to the risks associated with
changes in foreign currency exchange rates. Although the Company is
domiciled in the United Kingdom, the majority of current Group
revenues are generated in currencies other than Sterling. As well
as significant Sterling-denominated costs in the UK, the Company
incurs significant costs in non-Sterling territories. To the extent
that there are fluctuations in exchange rates, this may have an
impact on the figures consolidated in the Company's accounts, which
could have a material impact on the Company's financial position or
result of operations, as shown in the Company's accounts going
forward. The Directors cannot predict the effect of exchange rate
fluctuations upon future operating results and there can be no
assurance that exchange rate fluctuations will not have a material
adverse effect on the business, operating results or financial
condition of the Company.
Dividends
The Company does not currently anticipate paying dividends in
the short or medium term. Furthermore, there can be no guarantee
that the Company will be able to pay dividends on the Ordinary
Shares in the foreseeable future.
Taxation
Any change in the Company's tax status or in taxation
legislation in any jurisdiction in which the Company operates could
affect the Company's financial condition and results and its
ability (if any) to provide returns to Shareholders. Statements in
this document concerning the taxation of investors in Ordinary
Shares are based on current UK tax law and practice which is
subject to change. The taxation of an investment in the Company
depends on the individual circumstances of investors.
Macro economic conditions
The general macro economic environment has been adversely
impacted by the war in Ukraine, spiking inflation, banking
instability and increasing interest rates. This environment has fed
into growth and caused a slow down in the Company's business in the
further quarter of 2022 and into the first quarter of 2023
particularly in the US. These conditions may cause the Company's
growth to be slower than the Directors anticipate.
GENERAL RISKS RELATING TO AN INVESTMENT IN THE ORDINARY
SHARES
General
An investment in Ordinary Shares is only suitable for
financially sophisticated investors who are capable of evaluating
the merits and risks of such an investment, or other investors who
have been professionally advised with regard to the investment, and
who have sufficient resources to be able to bear any losses that
may arise therefrom (which may be equal to the whole amount
invested). Such an investment should be seen as complementary to
existing investments in a wide spread of other financial assets and
should not form a major part of an investment portfolio.
Prospective investors should not consider investing in the Ordinary
Shares unless they already have a diversified investment portfolio.
Prospective investors should be aware that the value of an
investment in the Company may go down as well as up and investors
may therefore not recover their original investment.
Share price volatility and liquidity
Following Admission, the market price of the Ordinary Shares may
be subject to wide fluctuations in response to many factors,
including stock market fluctuations and general economic conditions
or changes in political sentiment. This may substantially affect
the market price of the Ordinary Shares irrespective of the
progress the Company may make in terms of developing and expanding
its products or its actual financial, trading or operational
performance. These factors could include the performance of the
Company, purchases or sales of the Ordinary Shares (or the
perception that the same may occur, as, for example in the period
leading up to the expiration of the restrictions contained in
certain lock-in and orderly marketing arrangements), legislative
changes and market, economic, political or regulatory conditions or
price distortions resulting from limited liquidity in the Company's
shares. The share price for publicly traded companies can be highly
volatile.
Issue of additional Ordinary Shares
Although the Company's business plan does not involve the issue
of Ordinary Shares other than in connection with the Fundraising,
it is possible that the Company may decide to issue, pursuant to a
public offer or otherwise, additional Ordinary Shares in the future
at a price or prices higher or lower than the Issue Price. An
additional issue of Ordinary Shares by the Company, or the public
perception that an issue may occur, could have an adverse effect on
the market price of Ordinary Shares and could dilute the
proportionate ownership interest, and hence the proportionate
voting interest, of Shareholders. This will particularly be the
case if and to the extent that such an issue of Ordinary Shares is
not effected on a pre-emptive basis, or Shareholders do not take up
their rights to subscribe for further Ordinary Shares structured as
a pre-emptive offer.
Legislation and tax status
This document has been prepared on the basis of current
legislation, regulation, rules and practices and the Directors'
interpretation thereof. Such interpretation may not be correct and
it is always possible that legislation, rules and practice may
change. Any change in legislation and in particular in tax status
or tax residence of the Company or in tax legislation or practise
may have an adverse effect on the returns available on an
investment in the Company.
General economic climate
Factors such as inflation, currency fluctuation, interest rates,
supply and demand of capital and industrial disruption have an
impact on business costs and commodity prices and stock market
prices. The Company's operations, business and profitability can be
affected by these factors, which are beyond the control of the
Company.
There is no guarantee that the Company's Ordinary Shares will
continue to be traded on AIM
The Company cannot assure investors that the Ordinary Shares
will always continue to be traded on AIM or on any other exchange.
If such trading were to cease, certain investors may decide to sell
their shares, which could have an adverse impact on the price of
the Ordinary Shares. Additionally, if in the future the Company
decides to obtain a listing on another exchange in addition or as
an alternative to AIM, the level of liquidity of the Ordinary
Shares traded on AIM could decline
The risks above do not necessarily comprise all those faced by
the Company and are not intended to be presented in any assumed
order of priority. The investment offered in this document may not
be suitable for all of its recipients. Investors are accordingly
advised to consult an investment adviser, who is authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser and
who or which specialises in investments of this kind before making
a decision to apply for New Ordinary Shares.
6. THE GENERAL MEETING
Set out at the end of the Circular is a notice convening the
General Meeting to be held on 2 June 2023 at the Company's offices,
at 96 Great Suffolk Street, London SE1 0BE at 11.00 a.m., at which
the Resolutions will be proposed for the purposes of implementing
the Fundraising.
Resolution 1, which will be proposed as an ordinary resolution,
is to authorise the Directors to allot the New Ordinary Shares in
connection with the Fundraising provided that such authority shall
expire on the date falling 18 months after the date of the
resolution or on the date of the next annual general meeting of the
Company, whichever is the earlier.
Resolution 2, which will be proposed as a special resolution,
and which is conditional on the passing of Resolution 1, disapplies
Shareholders' statutory pre-emption rights in relation to the issue
of the New Ordinary Shares pursuant to the Fundraising but subject
to such exclusions or other arrangements, such as fractional
entitlements and overseas shareholders as the Director's consider
necessary, provided that such authority shall expire on the date
falling 18 months after the date of the resolution or on the date
of the next annual general meeting of the Company, whichever is the
earlier.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE TERMS
AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN
ARTICLE 2(e) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"); WHO (A)
FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER")
(INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO
(d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (2) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE
LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN MIRRIAD ADVERTISING PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR
THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES
ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE NEW
ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE
OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO
PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.
The distribution of this Announcement and/or the Placing Shares
and/or the Open Offer Shares and/or the issue of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Joint Bookrunners or any of
their respective affiliates, agents, directors, officers,
consultants, partners or employees ("Representatives") that would
permit an offering of the New Ordinary Shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about, and
to observe, such restrictions. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States, Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the New Ordinary Shares is being made in any such
jurisdiction.
The content of this Announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended).
All offers of the New Ordinary Shares in the United Kingdom will
be made pursuant to an exemption from the requirement to produce a
prospectus under the UK Prospectus Regulation. In the United
Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) does not require the approval of the
relevant communication by an authorised person.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
African Reserve Bank or any other applicable body in the Republic
of South Africa in relation to the New Ordinary Shares and the New
Ordinary Shares have not been, nor will they be registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia, Canada, Japan, New Zealand or
the Republic of South Africa. Accordingly, the New Ordinary Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia, Canada, Japan, New Zealand or the
Republic of South Africa or any other jurisdiction where to do so
would be unlawful.
Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Bookbuilding Process and the Placing,
each person who is invited to and who chooses to participate in the
Placing (a "Placee") by making an oral, electronic or written and
legally binding offer to acquire Placing Shares will be deemed to
have read and understood this Announcement in its entirety, to be
participating, making an offer and acquiring Placing Shares on the
terms and conditions contained herein and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendices. Members of the public are
not eligible to take part in the Placing and no public offering of
Placing Shares is being or will be made.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty or
other assurance, express or implied, is or will be made by the
Joint Bookrunners, or by any of their respective Representatives as
to or in relation to, the contents, accuracy or completeness of
this Announcement or any other written or oral information made
available to any interested person or its advisers, and any
liability therefore is expressly disclaimed. None of the
information in this Announcement has been independently verified or
approved by the Joint Bookrunners or any of their respective
Representatives. Save for any responsibilities or liabilities, if
any, imposed on the Joint Bookrunners by FSMA or by the regulatory
regime established under it, no responsibility or liability is
accepted by the Joint Bookrunners or any of their respective
Representatives for any errors, omissions or inaccuracies in such
information or opinions or for any loss, cost or damage suffered or
incurred howsoever arising, directly or indirectly, from any use of
this Announcement or its contents or otherwise in connection with
this Announcement or from any acts or omissions of the Company in
relation to the Fundraising.
Each of Panmure Gordon and Baden Hill, which are both authorised
and regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom, are acting solely for the Company and no-one else
in connection with the transactions and arrangements described in
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the transactions and arrangements described in this Announcement.
Neither the Joint Bookrunners nor any of their respective
Representatives are responsible to anyone other than the Company
for providing the protections afforded to clients of the Joint
Bookrunners or for providing advice in connection with the contents
of this Announcement or for the transactions, arrangements or any
other matters referred to herein.
Cautionary statements
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. The information contained in this Announcement
is subject to change without notice and except as required by
applicable law or regulation (including to meet the requirements of
the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA),
the Company and the Joint Bookrunners expressly disclaim any
obligation or undertaking to publish any updates or revisions to
any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based. Statements contained in this
Announcement regarding past trends or activities should not be
taken as representation that such trends or activities will
continue in the future. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future years would necessarily match or exceed the
historical published earnings per share of the Company. Any
indication in this Announcement of the price at which Ordinary
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decisions to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
Information to Distributors (UK)
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements")
and/or any equivalent requirements elsewhere to the extent
determined to be applicable, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each defined in Chapter 3 of the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible
for distribution through all permitted distribution channels (the
"UK Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
APPIX II - TERMS AND CONDITIONS OF THE PLACING
Persons who are invited to and who choose to participate in the
Placing, by making an oral and legally binding offer to acquire the
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to acquire the Placing Shares is given, will be
deemed: (i) to have read and understood this Announcement,
including this Appendix II, in its entirety; and (ii) to be
participating and making such an offer to acquire the Placing
Shares on the terms and conditions, and to be providing (and shall
only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties,
acknowledgements and undertakings contained in this Appendix
II.
Unless otherwise stated, defined terms used in this Appendix II
have the meaning set out in Appendix III.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up the
Placing Shares has been given and who has been invited to
participate in the Placing by the Joint Bookrunners.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR
THE PLACING SHARES.
In particular each such Placee represents, warrants and
acknowledges to the Joint Bookrunners and the Company that:
1. it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any of the Placing Shares that are
allocated to it for the purposes of its business; and
2. it is and, at the time the Placing Shares are acquired, will
be outside the United States and is acquiring the Placing Shares in
an "offshore transaction" in accordance with Rule 903 or Rule 904
of Regulation S under the Securities Act (" Regulation S "), which
is acquiring beneficial interests in the Placing Shares for its own
account; if acquiring the Placing Shares for the account of one or
more other persons, it has sole investment discretion with respect
to each such account and full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account; and
3. it is acquiring the Placing Shares for its own account or it
is acquiring the Placing Shares for an account with respect to
which it has authority to exercise, and is exercising, investment
discretion and has authority to make and does make the
representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement; and
4. it understands (or if acting for the account of another
person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Appendix II;
and
5. in the case of a Relevant Person in the United Kingdom who
acquires any Placing Shares pursuant to the Placing:
(a) it is a Qualified Investor within the meaning of Article
2(e) of the Prospectus Regulation; and
(b) if it is a financial intermediary, as that term is used in
Article 5(1) of the Prospectus Regulation or the UK Prospectus
Regulation (as applicable), that it understands the resale and
transfer restrictions set out in this Appendix II and that any
Placing Shares acquired by it in the Placing will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their o er or resale to, persons in
circumstances which may give rise to an o er of securities to the
public other than an o er or resale to Qualified Investors in a
member state of the EEA which has implemented the Prospectus
Regulation or in the United Kingdom under the UK Prospectus
Regulations, or in circumstances in which the prior consent of the
Joint Bookrunners has been given and to each such proposed o er or
resale.
6. the Company and each of the Joint Bookrunners will rely on
the truth and accuracy of the foregoing representations, warranties
and acknowledgements.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action. Persons into
whose possession this Announcement (including this Appendix II) are
required by the Company and the Joint Bookrunners to inform
themselves about, and to observe, any such restrictions.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Joint
Bookrunners and the Company to be bound by these terms and
conditions as being the terms and conditions upon which the Placing
Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if either of the Joint Bookrunners
confirms to such Placee its allocation of the Placing Shares.
Upon being notified of its allocation of the Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
Timetable for the Placing
Various dates referred to in this Announcement are stated on the
basis of the expected timetable for the Placing. It is possible
that some of these dates may be changed. It is expected that the
Placing Shares will be allotted on 5 June 2023.
Details of the Placing, the Placing and Open Offer Agreement and
the Placing Shares
This Appendix II gives details of the terms and conditions of,
and the mechanics of participation in, the Placing.
The Joint Bookrunners and the Company have today entered into
the Placing and Open Offer Agreement under which, subject to the
conditions set out in that agreement, the Joint Bookrunners have
agreed to use their respective reasonable endeavours, as agents for
and on behalf of the Company, to procure subscribers who will
(subject to the satisfaction or (where capable of waiver) waiver of
the conditions contained in the Placing and Open Offer Agreement)
subscribe for the Placing Shares at the Issue Price.
The Placing is conditional upon the Placing and Open Offer
Agreement becoming unconditional in all respects.
Applications will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. The Placing
Shares will be issued conditional upon, amongst other things, the
passing of the Resolutions to be proposed at the General Meeting .
Admission is conditional upon, amongst other things, the relevant
conditions in the Placing and Open Offer Agreement being satisfied
and the Placing and Open Offer Agreement not having been terminated
in accordance with its terms.
The Placing Shares will, when issued, be subject to the articles
of association of the Company (the "Articles"), be credited as
fully paid and will on Admission rank pari passu in all respects
with the Existing Ordinary Shares, including, without limitation,
the right to receive all dividends and other distributions
declared, paid or made in respect of the Ordinary Shares after
Admission.
Lock up
As part of the Placing, the Company has agreed that it will not
issue or sell any Ordinary Shares for a period of 90 days after
Admission without the prior written consent of the Joint
Bookrunners (such consent not to be unreasonably withheld or
delayed). This agreement is subject to certain customary exceptions
and does not prevent the grant or exercise of options under any of
the Company's existing share incentives and share option schemes,
or following Admission the issue by the Company of any Ordinary
Shares upon the exercise of any right or option or the conversion
of a security already in existence.
Bookbuild
The Joint Bookrunners will today commence an accelerated
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Placing by potential Placees. The
Bookbuilding Process will open with immediate effect and is
expected to close later today.
The price per Placing Share (the "Issue Price") is fixed at 3
pence and is payable to the Joint Bookrunners (as agents for the
Company) by all Placees whose bids are successful. The number of
Placing Shares to be issued will be agreed between the Joint
Bookrunners and the Company following completion of the
Bookbuilding Process. The Company will then release an announcement
through the London Stock Exchange's Regulatory Information Service
confirming the number of Placing Shares to be issued and the amount
to be raised under the Placing (such announcement being the
"Placing Results Announcement").
No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
Participation in, and principal terms of, the Placing
The Joint Bookrunners are arranging the Placing within the UK
each as agent for and on behalf of the Company. Participation in
the Placing will only be available to Placees who may lawfully be,
and are, invited to participate by the Joint Bookrunners. The Joint
Bookrunners and any of their respective affiliates are entitled to
enter bids in the Bookbuilding Process. However, the Placing is not
being underwritten by the Joint Brokers and the Joint Bookrunners
shall not be obliged to underwrite any of the Placing Shares or to
subscribe for any of the Placing Shares.
The Bookbuilding Process is expected to close no later than 5.00
p.m. on 16 May 2023 but may be closed earlier or later subject to
the agreement of the Joint Bookrunners and the Company. The Joint
Bookrunners may, in agreement with the Company, accept bids that
are received after the Bookbuild has closed. The Company reserves
the right (subject to the agreement of the Joint Bookrunners) to
reduce or seek to increase the amount to be raised pursuant to the
Placing, in its discretion. The Company will release the Placing
Results Announcement following the close of the Bookbuilding
Process detailing the aggregate number of the Placing Shares to be
issued.
Panmure Gordon will determine in its absolute discretion, after
reasonable consultation with Baden Hill and the Company, the extent
of each Placee's participation in the Placing, which will not
necessarily be the same for each Placee. No element of the Placing
will be underwritten. A Placee's commitment to acquire a fixed
number of Placing Shares under the Placing will be agreed orally or
by email with the relevant Joint Bookrunner as agent of the Company
("Confirmation").
Confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Placing Shares allocated to
it at the Issue Price on the terms and conditions set out in this
Appendix II and in accordance with the Articles. For the avoidance
of doubt, the Confirmation constitutes each Placee's irrevocable
legally binding agreement, subject to the Placing and Open Offer
Agreement not having been terminated, to pay the aggregate
settlement amount for the Placing Shares to be subscribed for by
that Placee regardless of the total number of Placing Shares (if
any) subscribed for by any other investor(s).
The Joint Bookrunners reserve the right to scale back the number
of Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Placing. The Joint Bookrunners also
reserve the right not to accept offers for Placing Shares or to
accept such offers in part rather than in whole.
On the assumption that the conditions set out in the Placing and
Open Offer Agreement in respect of Admission are satisfied (or
waived) and that the Placing and Open Offer Agreement does not
lapse and is not terminated in accordance with its terms on or
prior to the Long Stop Date, each Placee will be required to pay to
the Joint Bookrunners, on the Company's behalf, the Issue Price for
each Placing Shares agreed to be acquired by it under the Placing
in accordance with the terms set out herein. Each Placee's
obligation to acquire and pay for the Placing Shares under the
Placing will be owed to the Joint Bookrunners and the Company. Each
Placee has an immediate, separate, irrevocable and binding
obligation, owed to the Joint Bookrunners, to pay to it (or as it
may direct) in cleared funds an amount equal to the product of the
Issue Price and the number of Placing Shares for which such Placee
has agreed to subscribe. Neither Joint Bookrunner shall be obliged
to make any payment to the Company in respect of a subscription
obligation of any Placee.
The price of securities and income from them may go down as well
as up and investors may not get back the full amount on disposal of
the securities. The Joint Bookrunners and the Company shall be
entitled to effect the Placing by such alternative method to the
Bookbuilding Process as they may, in their sole discretion
determine.
Save in the event of fraud on its part (and to the fullest
extent permitted by law and applicable rules of the FCA (the "FCA
Rules")), none of (i) Panmure Gordon, (ii) Baden Hill, (iii) any of
the Joint Bookrunners' respective directors, officers, employees or
consultants, or (iv) to the extent not contained within (i) -
(iii), any person connected with either of the Joint Bookrunners as
defined in the FCA Rules ((i), (ii), (iii) and (iv) being together
"affiliates" and individually an "affiliate"), shall have any
liability to any Placee or to any person (whether acting on behalf
of a Placee or otherwise) other than the Company in respect of the
Placing or in respect of its conduct of the Bookbuilding Process or
of any alternative method that they may adopt for carrying out the
Placing, and where any such liability nevertheless arises as a
matter of law, each Placee shall immediately waive any claim which
it may have against any affiliate in respect thereof.
Any indication in this Announcement of the price at which
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
Announcement is intended to be a profit forecast and no statement
in this Announcement should be interpreted to mean that earnings
per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
subscribed for pursuant to the Placing will be required to be made
at the same time, on the basis explained below under 'Registration
and Settlement'.
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the placing
of the Placing Shares' and to the Placing not being terminated on
the basis referred to below under 'Right to terminate under the
Placing and Open Offer Agreement'. In the event that the Placing
and Open Offer Agreement is not entered into or does not otherwise
become unconditional in any respect or, after having been entered
into, is terminated, the Placing will not proceed and all funds
delivered by the Placee to either of the Joint Bookrunners in
respect of the Placee's participation will be returned to the
Placee at the Placee's risk without interest.
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee will be deemed to
have read and understood this Announcement, including the
Appendices, in their entirety and to be participating in the
Placing upon the terms and conditions contained in this Appendix
II, and to be providing the confirmations, representations,
warranties, agreements, acknowledgements and undertakings, in each
case as contained in this Appendix.
Conditions of the placing of the Placing Shares
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are, and the placing of the Placing Shares is,
conditional, inter alia, on:
i. in the opinion of either or both of the Joint Bookrunners
(acting in good faith), none of the warranties contained in the
Placing and Open Offer Agreement that are given by the Company
being untrue, inaccurate or misleading on and as of the date of the
Placing and Open Offer Agreement nor ceasing to true and accurate
or having become misleading as at Admission with reference to the
facts and circumstances which shall then exist;
ii. Admission having become effective in accordance with the AIM
Rules by no later than 8.00 a.m. on 5 June 2023 (or such other time
and/or date as may be agreed between the Company and the Joint
Bookrunners, not being later than 8:00 a.m. on 30 June 2023 (the
"Long Stop Date");
iii. the Company having complied with its obligations under the
Placing and Open Offer Agreement to the extent that the same fall
to be performed prior to Admission;
iv. the passing of the Resolutions at the General Meeting, without any amendment; and
v. the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing and Open Offer Agreement.
If: (i) any of the conditions contained in the Placing and Open
Offer Agreement, including those described above, are not satisfied
(or waived if capable of waiver); or (ii) have become incapable of
being satisfied on or before the Long Stop Date and have not been
waived; or (iii) the Placing and Open Offer Agreement is terminated
in the circumstances specified below, the Placing will not proceed
and the Placee's rights and obligations in relation to the Placing
Shares shall cease and determine at such time and each Placee
agrees that no claim can be made by the Placee in respect
thereof.
All obligations assumed by the Placee under the terms and
conditions of the Placing are given to each of the Joint
Bookrunners, in their respective capacities as agents for the
Company and are therefore directly enforceable by the Company.
By accepting the Placing Shares, each Placee irrevocably agrees
that: (i) the Company and the Joint Bookrunners may jointly, in
their absolute discretion, exercise the right to extend the time
for fulfilment of any of the conditions to the Placing and Open
Offer Agreement expressed to be capable of waiver or extension
(provided that such extension will not extend later than the Long
Stop Date); (ii) that either of the Joint Bookrunners may waive, in
whole or in part, and where capable of waiver, fulfilment of
certain of the conditions to the Placing and Open Offer Agreement
and may terminate the Placing and Open Offer Agreement in certain
circumstances prior to Admission, in each case without consulting
with any Placee; and (iii) that neither of the Joint Bookrunners,
nor any of their respective directors, officers, employees,
consultants, agents or affiliates shall have any liability (whether
in contract, tort or otherwise) to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally. Any such extension or waiver will not affect the
Placees' commitments. If there is any change to the timetable
Placees will be notified at the first practicable opportunity.
By participating in the Bookbuild, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described above and under 'Right to terminate under
the Placing and Open Offer Agreement' below and will not be capable
of rescission or termination by the Placee.
Right to terminate under the Placing and Open Offer
Agreement
The Placing and Open Offer Agreement contains certain
undertakings and warranties given by the Company for the benefit of
each of the Joint Bookrunners and indemnities given by the Company
relating to certain potential liabilities of the Joint Bookrunners.
In addition, the Joint Bookrunners each have certain rights to
terminate the Placing and Open Offer Agreement at any time prior to
Admission, inter alia, there has, in the opinion of the relevant
Joint Bookrunner, been a breach of warranty or an event of force
majeure that is material in the context of the Placing.
Upon termination of the Placing and Open Offer Agreement the
Placing will not occur and the parties to the Placing and Open
Offer Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing and
Open Offer Agreement, subject to certain exceptions.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances.
By participating in the Placing, Placees agree the Joint
Bookrunners that the exercise by either of the Joint Bookrunners of
any right of termination or other right or discretion under the
Placing and Open Offer Agreement shall be within the absolute
discretion of such Joint Bookrunner and that neither Joint
Bookrunners need make any reference to Placees and that they shall
have no liability to Placees whatsoever in connection with any such
exercise or failure so to exercise. Each Placee further agrees that
they will have no rights against the Joint Bookrunners, the Company
or any of their respective directors or employees under the Placing
Agreement pursuant to the Contracts (Rights of Third Parties) Act
1999 (as amended).
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the placing of the
Placing Shares" section above and will not be capable of rescission
or termination by it after the issue by the Joint Bookrunners of a
contract note, electronic trade confirmation or other (oral or
written) confirmation confirming each Placee's allocation and
commitment in the Placing.
No prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No offering document, prospectus or admission document
has been or will be submitted to or be approved by the FCA (or any
other authority) or submitted to the London Stock Exchange in
relation to the Placing and Admission and no such prospectus is
required to be published in the United Kingdom or any equivalent
document in any other jurisdiction.
Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including the
appendices) and any information publicly announced through a
Regulatory Information Service (as defined in the AIM Rules for
Companies (the "AIM Rules")) by or on behalf of the Company on or
prior to the date of this Announcement (the "Publicly Available
Information"), and subject to the further terms set forth in the
Contract Note (as defined below), electronic trade confirmation or
other (oral or written) confirmation to be provided by the Joint
Bookrunners to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the appendices)
and all other Publicly Available Information or otherwise filed by
the Company is exclusively the responsibility of the Company and
confirms to each of the Joint Bookrunners and the Company that it
has neither received nor relied on any other information,
representation, warranty or statement made by or on behalf of the
Company, the Joint Bookrunners or any other person. None of the
Company, the Joint Bookrunners, any of their respective officers,
directors, employees, consultants, agents or affiliates or any
other person will be liable for any Placee's decision to
participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received. Each Placee acknowledges and agrees that it
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by CREST,
subject to certain exceptions. The Company reserves the right to
require settlement for and delivery of the Placing Shares to
Placees in certificated form if either of the Joint Bookrunners in
their absolute discretion considers this to be necessary or
desirable.
Participation in the Placing is only available to persons who
are invited to participate in it by the Joint Bookrunners.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally or in writing with
the Joint Bookrunners. Such agreement will constitute a legally
binding commitment on such Placee's part to acquire that number of
Placing Shares at the Issue Price on the terms and conditions set
out or referred to in this Appendix II and subject to the
Articles.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a contract note,
electronic trade confirmation or other (oral or written)
confirmation stating the number of Placing Shares allocated to it
at the Issue Price, the aggregate amount owed by such Placee to
Panmure Gordon and settlement instructions (the "Contract Note").
The terms of this Appendix will be deemed incorporated in such
Contract Note or other (oral or written) confirmation.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Panmure Gordon. Settlement for the Placing Shares
will be through Panmure Gordon against CREST participant account:
4FQAQ. For the avoidance of doubt, Placing allocations will be
booked with a trade date of 16 May 2023. The settlement date for
the Placing Shares will be 5 June 2023. Each of the dates set out
in this paragraph are subject to amendment at the absolute
discretion of Panmure Gordon. Panmure Gordon shall notify the
Placees and any person acting on behalf of the Placees of any such
changes.
The Company will instruct its registrar to deliver the Placing
Shares to the CREST account operated by Panmure Gordon as agent for
the Company and Panmure Gordon will enter its delivery (DEL)
instruction into the CREST system. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the Placing Shares to the relevant Placee against payment. However,
in the event of any difficulties or delays in the admission of the
Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Joint Bookrunners may agree that the
Placing Shares should be issued in certificated form. Panmure
Gordon reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other
means as it deems necessary if delivery or settlement to Placees is
not practicable within the CREST system or would not be consistent
with regulatory requirements in the jurisdiction in which a Placee
is located.
Interest is chargeable in respect of payments not received for
value on the due date in accordance with the arrangements set out
above at the rate of three percentage points above the prevailing
base rate of Barclays Bank plc as determined by Panmure Gordon.
The relevant settlement details for the Placing Shares are as
follows:
CREST Participant ID of Panmure Gordon: 4FQAQ
Member Account ID: 2013904
-----------------
Expected trade date: 16 May 2023
-----------------
Settlement Date: 5 June 2023
-----------------
ISIN code for the Placing Shares: GB00BF52QY14
-----------------
Deadline for Placee to input instructions 11.00 p.m. on 16
into CREST: May 2023
-----------------
Whilst the Joint Bookrunners do not believe there to be any
liability to stamp duty or stamp duty reserve tax in respect of the
Placing Shares, should any such stamp duty or stamp duty reserve
tax be payable, it shall be entirely for the Placee's account and
neither the Company nor either of the Joint Bookrunners will have
any liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf. By communicating a bid
for Placing Shares, such Placee confers on the Joint Bookrunners
all such authorities and powers necessary to carry out such sale
and agrees to ratify and confirm all actions which the relevant
Joint Bookrunner lawfully takes in pursuance of such sale.
If the Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as the Placing Shares are registered in
a Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations, warranties and further terms
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) irrevocably acknowledges,
undertakes, represents, warrants and agrees (for itself and for any
such prospective Placee) with the Joint Bookrunners (each in their
capacity as joint broker in connection with the Placing), in each
case as a fundamental term of the Placee's application for the
Placing Shares, as follows:
1. it has read this Announcement, including the appendices, in
its entirety and acknowledges and agrees that its participation in
the Placing will be subject to the terms, conditions,
representations, warranties, acknowledgments, agreements and
undertakings and other information contained herein and to the
provisions of the Placing and Open Offer Agreement and the Articles
in force both before and immediately after Admission;
2. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances;
3. that its commitment to acquire the Placing Shares on the
terms set out herein and in this Announcement (including this
Appendix II) and the trade confirmation or contract note will
continue notwithstanding any amendment that may in future be made
to the terms and conditions of the Placing and Placees will have no
right to be consulted or require that their consents be obtained
with respect to the Company's or the Joint Bookrunners conduct of
the Placing;
4. that the exercise by the Joint Bookrunners of any rights or
discretion under the Placing and Open Offer Agreement shall be
within the absolute discretion of each of the Joint Bookrunners and
neither Joint Bookrunner need have any reference to the Placee and
shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and that it
has no rights against either of the Joint Bookrunners or the
Company, or any of their respective officers, directors, employees
and consultants under the Placing and Open Offer Agreement pursuant
to the Contracts (Rights of Third Parties Act) 1999;
5. that it is not relying on any information or representation
or warranty in relation to the Company or any of its subsidiaries
or any of the Placing Shares other than as contained in this
Announcement (including the appendices); and that neither the
Company, the Joint Bookrunners nor any of their respective
officers, directors, employees, consultants or agents will have any
liability for any such other information or representation;
6. that it has relied on its own assessment and investigation of
the business, financial or other position of the Company in
determining whether to participate in the placing, and (a) has
satisfied itself concerning legal, regulatory, tax, business,
currency, financial and other economic considerations in connection
herewith to the extent it deems necessary; (b) had access to review
Publicly Available Information concerning the Company that it
considers necessary or appropriate and sufficient in making an
investment decision and to determine whether to participate in the
Placing; (c) reviewed such information as it believes necessary or
appropriate in connection with its subscription of the Placing
Shares; and (d) made its investment decision based solely upon its
own judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of the Joint
Bookrunners, the Company or any other person otherwise than as set
out in this Announcement;
7. the Ordinary Shares are admitted to trading on AIM, and that
the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules and UK MAR,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such
information without undue difficulty, and is able to obtain access
to such information or comparable information concerning any other
publicly traded company, without undue difficulty;
that it understands and agrees that it may not rely, and has not
relied, on any investigation that the Joint Bookrunners, any of
their respective affiliates or any person acting on their behalf,
may or may not have conducted with respect to the Company, the
Placing Shares or the Placing, and that none of the Joint
Bookrunners, the Company, any of their affiliates, or any person
acting on behalf of them has provided, and will not provide, any
material regarding the Placing Shares, the Bookbuild, the Placing
or the Company (other than this Announcement and the Publicly
Available Information);
8. that none of the Joint Bookrunners, the Company, nor any of
their affiliates, nor any person acting on behalf of any of them,
is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of either Joint
Bookrunner for the purposes of the Placing;
9. that none of the Joint Bookrunners nor any of its affiliates,
nor any person acting on behalf of any of them have any duties or
responsibilities to it or, as the case may be, its clients similar
or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book; that neither
of the Joint Bookrunners are acting for it or its clients; and that
neither of the Joint Bookrunners will be responsible for providing
protections afforded to its clients or for providing advice in
relation to the transactions described in this Announcement nor in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing and Open Offer Agreement nor
the exercise or performance of either of the Joint Bookrunners'
rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
10. accordingly, it acknowledges and agrees that it will not
hold either Joint Bookrunner or any of their respective affiliates
or any person acting on their behalf responsible or liable for any
misstatements in or omission from any Publicly Available
Information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") and that neither Joint Bookrunner nor any person
acting on behalf of either Joint Bookrunner makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of such Information or accepts any
responsibility for any of such Information;
11. that none of the Joint Bookrunners, their respective
affiliates or any person acting on behalf of any of them has or
shall have any liability for any Publicly Available Information or
any representation, warranty or statement, express or implied,
relating to the Company or the Group contained therein or
otherwise, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
12. it is not, and at the time the Placing Shares are acquired,
neither it nor the beneficial owner of the Placing Shares will be,
a national or resident of a Restricted Jurisdiction or a
corporation, partnership or other entity organised under the laws
of a Restricted Jurisdiction or of any jurisdiction which would be
unlawful and that it will not offer, sell, renounce, transfer or
deliver directly or indirectly any of the Placing Shares (or any
part thereof) in a Restricted Jurisdiction or any jurisdiction
where to do so would be unlawful or any person resident in a
Restricted Jurisdiction or in any jurisdiction where to do so would
be unlawful and it acknowledges and agrees that the Placing Shares
(or any part thereof) have not been and will not be registered
under the Securities Act or with any securities regulatory
authority of any state or jurisdiction of the United States, or the
relevant securities legislation of any Restricted Jurisdiction and
therefore Placing Shares (or any part thereof) may not be offered
for sale, and may not be, directly or indirectly, offered, sold,
renounced, transferred or delivered, in or into a Restricted
Jurisdiction or their respective territories and possessions, or in
any jurisdiction which
to do would be unlawful unless pursuant to a relevant
exemption;
13. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
or from the United States (including electronic copies thereof) to
any person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person
14. it is not located in the United States at the time the buy
order is originated and it represents it is not taking up the
Placing Shares as a result of any "general solicitation" or
"general advertising" efforts (as those terms are defined in
Regulation D under the Securities Act) or any "directed selling
efforts" (as defined in Regulation S under the Securities Act)
;
15. it is not acting on a non-discretionary basis for the
account or benefit of a person located within the United States at
the time the undertaking to subscribe for the Placing Shares is
given;
16. it acknowledges and agrees that its purchase of the Placing
Shares does not trigger, in the jurisdiction in which it is
resident or located: (i) any obligation to prepare or file a
prospectus or similar document or any other report in respect to
such purchase; (ii) any disclosure or reporting obligation of the
Company; or (iii) any registration or other obligation on the part
of the Company, but that if required by applicable securities laws
or as otherwise reasonably requested by the Company, the Placee
will execute, deliver and file and otherwise assist the Company in
filing reports, questionnaires, undertakings and other documents
with respect to the issue of the Placing Shares;
17. it and any person acting on its behalf is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it and that: (i) it has fully observed
such laws; (ii) it has obtained all necessary capacity, consents
and authorities (regulatory or otherwise) to enable it to give its
commitment to subscribe for the Placing Shares and to perform its
subscription obligations; (iii) it has complied with all necessary
formalities and has not taken any action which will or may result
in the Company or the Joint Bookrunners or any of their respective
directors, officers, employees, consultants or agents acting in
breach of any regulatory or legal requirements of any territory in
connection with the Placing or its acceptance of the Placing
Shares; and (iv) its commitment constitutes a valid and binding
obligation on it;
18. in making any decision to subscribe for the Placing Shares,
it confirms: (i) it has such knowledge and experience in financial,
business, tax and international investment matters as to be capable
of evaluating the merits and risks of its investment in the Placing
Shares; (ii) it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear the economic risk of participating in the
Placing for an indefinite period of time; (iii) is able to sustain
a complete loss of such investment in the Placing Shares; (iv) it
will not look to the Joint Bookrunners for all or part of any such
loss it may suffer; and (v) has no need for liquidity with respect
to its investment in the Placing Shares. It further confirms that
it relied on its own examination and due diligence of the Company
and its associates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
19. if it has received any inside information about the Company
(for the purposes of the UK MAR and section 56 of the Criminal
Justice Act 1993 or other applicable law) in advance of the
publication of this Announcement, it has not (i) dealt in the
securities of the Company, (ii) encouraged or required another
person to deal in the securities of the Company, or (iii) disclosed
such information to any person, prior to the information being made
publicly available;
20. that (i) it is acting as principal only in respect of the
Placing and has the power and authority to carry on the activities
in which it is engaged, to subscribe for the Placing Shares and to
execute and deliver all documents necessary for such subscription;
and/or (ii) if it is acting for any other person: (A) it is duly
authorised to do so and has full power to make the
acknowledgements, representations and agreements herein on behalf
of each such person; and (B) it is and will remain liable to the
Company and/or the Joint Bookrunners for the performance of all its
obligations as a Placee in respect of the Placing (regardless of
the fact that it is acting for another person). Each Placee agrees
that the provisions of this paragraph shall survive the resale of
the Placing Shares by or on behalf of any person for whom it is
acting;
21. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
shares in accordance with the Articles and any relevant rules or
legislation;
22. if within the United Kingdom, it represents and warrants
that it is a Qualified Investor as defined in section 86 of FSMA
(as amended) and is a person (i) having professional experience in
matters relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who falls within Article 49(2)(a) to
(d) of the Order ("high net worth companies, unincorporated
associations, etc") or (iii) to whom this Announcement may
otherwise lawfully be communicated;
23. that it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares (or any part
thereof) that are allocated to it for the purposes of its
business;
24. that it understands that any investment or investment
activity to which this Announcement relates is available only to
Relevant Persons, that consequently engagement in respect of the
Placing will only be with Relevant Persons, and that it understands
that this Announcement must not be acted upon or relied upon by
persons who are not Relevant Persons;
25. if in the United Kingdom, unless otherwise agreed by the
Joint Bookrunners, it is a "professional client" or an "eligible
counterparty" within the meaning of Chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS") and it is acquiring Placing
Shares for investment only and not with a view to resale or
distribution;
26. it is not, nor is it acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986 (depositary receipts and
clearance services);
27. that no instrument under which it acquires the Placing
Shares (whether as principal, agent or nominee) will be subject to
stamp duty or stamp duty reserve tax at the increased rates
referred to in sections 67 or 93 (Depository Receipts) or section
70 or 96 (Clearance Services) of the Finance Act 1986;
28. that the person whom it specifies for registration as holder
of the Placing Shares will be (i) itself or (ii) its nominee, as
the case may be. Neither the Joint Bookrunners nor the Company will
be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement
("Indemnified Taxes"). Each Placee and any person acting on behalf
of such Placee agrees to participate in the Placing and it agrees
to indemnify the Company and each Joint Bookrunners on an after-tax
basis in respect of the any Indemnified Taxes on the basis that the
Placing Shares will be allotted to the CREST stock account of
Panmure Gordon who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
29. that it irrevocably appoints any director of the Joint
Bookrunners as its agent for the purpose of executing and
delivering to the Company and/or its registrars any documents on
its behalf necessary to enable it to be registered as the holder of
any of the Placing Shares offered to it by the Joint Bookrunners
upon the terms of this Announcement;
30. that if it elects to receive its Placing Shares in
uncertificated form, the CREST member account identified in the
Contract Note returned by it is not marked;
31. to indemnify on an after tax basis and hold the Company,
each of the Joint Bookrunners and their respective directors,
officers, employees, consultants, agents and affiliates harmless
from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach by it (or any person on whose behalf it is acting) of the
representations, warranties, acknowledgements, agreements and
undertakings contained in this Appendix II and further agrees that
the provisions of this Appendix II shall survive after completion
of the Placing;
32. that its obligations will be owed severally to the Company
and each of the Joint Bookrunners and acknowledges that it has an
immediate, separate, irrevocable and binding obligation, owed to
Panmure Gordon, to pay to Panmure Gordon (or as it may direct) in
cleared funds an amount equal to that shown in the Contract Note,
and it undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Panmure Gordon may in their
absolute discretion, after consultation with Baden Hill and the
Company, determine and without liability to such Placee;
33. that it (and any person acting on its behalf) has the funds
available to pay for, and will make payment in respect of the
Placing Shares allocated to it, in accordance with the terms and
conditions of this Announcement, including the appendices, at the
due time and date set out herein (unless otherwise agreed with the
relevant Joint Bookrunner), failing which the relevant Placing
Shares may be placed with other persons or sold as the Joint
Bookrunners may in their sole discretion determine in which case
the Placee shall remain liable for any amount by which the net
proceeds of such sale falls short of the product of the Issue Price
and the number of Placing Shares allocated to it and may be
required to bear any stamp duty, stamp duty reserve tax or other
similar taxes (together with any interest, fines or penalties)
which may arise upon the sale of such Placee's Placing Shares;
34. that these terms and conditions and any agreements entered
into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with
such agreements shall be governed by and construed in accordance
with the laws of England and Wales and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of or in connection with any
such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company
or either of the Joint Bookrunners in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
35. time is of the essence as regards its obligations under this Appendix;
36. any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to the Joint Bookrunners;
37. either Joint Bookrunner may choose to invoke the CASS
Delivery Versus Payment exemption (under CASS 7.11.14R within the
FCA Handbook Client Assets Sourcebook) with regard to settlement of
funds, in connection with the Placing, should it see fit;
38. its participation in the Placing would not give rise to an
offer being required to be made by it, or any person with whom it
is acting in concert, pursuant to Rule 9 of the City Code on
Takeovers and Mergers;
39. that the Company and the Joint Bookrunners and their
respective affiliates will rely upon the truth and accuracy of the
representations, warranties, acknowledgements and undertakings set
out herein which are given to each of the Joint Bookrunners each on
its own behalf and on behalf of the Company and which are
irrevocable and it irrevocably authorises the Company and the Joint
Bookrunners to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein. It agrees that if any
of the acknowledgments, representations, warranties and agreements
made in connection with its subscription for and/or acquisition of
the Placing Shares are no longer accurate, it shall promptly notify
the Company and the Joint Bookrunners;
40. it is aware of, have complied with and will continue to
comply with any obligations it has under the FCA's Money Laundering
Rules, the Criminal Justice Act 1993, Market Abuse Regulation (EU)
No 596/2014 as it forms part of the law of England and Wales by
virtue of section 3 of the European Union (Withdrawal) Act 2018,
FSMA, the Terrorism Act 2000 the Terrorism Act 2006, the Money
Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (as amended) and all related or
similar rules, regulations or guidelines, issued, administered or
enforced by any government agency having jurisdiction in respect
thereof and the Money Laundering Sourcebook of the FCA (together,
the "Money Laundering Regulations")to the extent applicable to it
and in respect of its subscription for the Placing Shares: (i) it
has complied fully with its obligations pursuant to the Money
Laundering Regulations; and (ii) it will provide the Joint
Bookrunners on demand with any information it may require for the
purposes of verification under the Money Laundering Regulations;
and (iii) that if it is making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the Money
Laundering Regulations;
41. it is not a person or entity, nor are any of its directors
or officers nor, to the knowledge of it are, any employees, agent,
or affiliate or other person associated with or acting on behalf of
any it currently the subject or the target of any sanctions
administered or enforced by the U.S. Government, (including,
without limitation the Office of Foreign Assets Control of the
United States Department of the Treasury or the U.S. Department of
State and including, without limitation, the designation as a
"specially designated national" or "blocked person"), the United
Nations Security Council, the European Union, His Majesty's
Treasury, or other relevant sanctions authority (collectively,
"Sanctions"), nor is it located, organised or resident in a
country, region or territory that is the subject or the target of
Sanctions, including, without limitation, the Crimea Region of
Ukraine, the so-called Donetsk People's Republic, the so-called
Luhansk People's Republic, Cuba, Iran, North Korea, Russia, Sudan
and Syria (each, a "Sanctioned Country");
42. that to ensure compliance with the FCA's Money Laundering
Rules, the Terrorism Act 2000, the Money Laundering Regulations and
Sanctions (as applicable), the Joint Bookrunners may, each in their
absolute discretion, require verification of Placees' identity to
the extent that it has not already provided the same. Pending the
provision to the Joint Bookrunners of evidence of identity,
definitive certificates in respect of the Placing Shares may be
retained at its absolute discretion. If within a reasonable time
after a request for verification of identity the Joint Bookrunners
have not received evidence satisfactory to them, the Joint
Bookrunners may, each in their absolute discretion, terminate the
proposed issue of Placing Shares to the Placee in which event the
monies payable on acceptance of the allotment will, if paid, be
returned without interest to the account of the drawee bank from
which they were originally debited. No Placing Shares will be
placed with a Placee if before Admission its acceptance of any
Placing Shares is rejected pursuant to the Money Laundering
Regulations;
43. that it has complied and will comply with all applicable
laws with respect to anything done by it in relation to the Placing
Shares in, from or otherwise involving, the United Kingdom
(including all relevant provisions of the UK MAR and the FSMA in
the United Kingdom);
44. that it will not make any offer to the public of those
Placing Shares (or any part thereof) to be subscribed by it for the
purposes of the UK Prospectus Regulation and Prospectus
Regulation;
45. that it will not distribute any document relating to the
Placing Shares (or any part thereof) and it will be subscribing for
the Placing Shares for its own account as principal or for a
discretionary account or accounts (as to which it has full power
and authority to make the acknowledgments, representations and
agreements herein on behalf of each such account) for investment
purposes only;
46. that this Announcement does not constitute an offer to sell,
or the solicitation of an offer to buy, Placing Shares (or any part
thereof) in any jurisdiction in which such an offer or solicitation
is unlawful. It acknowledges and agrees that the Placing Shares (or
any part thereof) have not been and will not be registered or
qualified for sale under the securities laws of any Restricted
Jurisdiction or any other jurisdiction where to do so would be
unlawful. The Placing Shares (or any part thereof) may not be sold
within or to persons who are nationals of or are resident in or who
are corporations or other entities organised under the laws of
Restricted Jurisdictions or any jurisdiction where to do so would
be unlawful unless pursuant to a relevant exemption. Each Placee
agrees not to distribute this Announcement in or into any
Restricted Jurisdictions or any jurisdiction where to do so would
be unlawful;
47. if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for the
Placing Shares under the Placing and will not be any such person on
the date any such Placing is accepted;
48. that information provided by it to the Company and the
Registrar will be stored on the Company's and/or the Registrars'
computer system(s). It acknowledges and agrees that for the
purposes of the Data Protection Act 1998 and the General Data
Protection Regulation (EU) 2016/679 as it forms part of the law of
England and Wales by virtue of section 3 of the European Union
(Withdrawal) Act 2018 and all other relevant data protection
legislation and regulations which may be applicable to the Company
(the "Data Protection Law"), the Company and the Registrars are
required to specify the purposes for which they will hold personal
data. The Company and the Registrars will only use such information
for the purposes set out below (collectively, the "Purposes"),
being to:
i. process its personal data (including sensitive personal data)
as required by or in connection with its holding of Ordinary
Shares, including processing personal data in connection with
credit and money laundering checks on it;
ii. communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares;
iii. provide personal data to such third parties as the Company
or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares or as the Data Protection Law may require, including to
third parties outside the United Kingdom or the EEA;
iv. without limitation, provide such personal data to the
Company or either Joint Bookrunner for processing, notwithstanding
that any such party may be outside the United Kingdom or a member
state of the EEA; and
v. process its personal data for the Company's or Registrars' internal administration; and
49. that it has obtained the consent of any data subjects to the
Registrars and the Company and their respective associates holding
and using their personal data for the Purposes (including the
explicit consent of the data subjects for the processing of any
sensitive personal data for the purpose set out in paragraph 48
above). For the purposes of this Announcement, "data subject",
"personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
The foregoing acknowledgements, undertakings, representations,
warranties and confirmations are given to each of the Company and
the Joint Bookrunners (for their own benefit, and where relevant,
the benefit of their respective affiliates and any person acting on
their behalf) and are irrevocable. The Company and each Joint
Bookrunner will rely upon the truth and accuracy of the foregoing
acknowledgements, undertakings, representations, warranties and
confirmations.
The agreement to settle a Placee's acquisition of the Placing
Shares (and/or the acquisition by a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to an acquisition by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes, and is based on a warranty
from each Placee, that the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
transfer the Placing Shares (or any part thereof) into a clearance
service. If there are any such arrangements, or the settlement
related to any other dealing in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the
Company nor the Joint Bookrunners will be responsible. If this is
the case, each Placee should seek its own advice and notify the
Joint Bookrunners.
In addition, none of the Company or either Joint Bookrunner are
liable for any capital duty, stamp duty or any other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable in or outside the UK by any Placee or any other person on
the Placee's acquisition of any of the Placing Shares or the
agreement by them to subscribe for any of the Placing Shares. Each
Placee agrees to indemnify on an after-tax basis and hold harmless
the Company each Joint Bookrunner and their respective affiliates,
agents, directors, officers, consultants and employees from any and
all such stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including interest, fines or
penalties relating thereto).
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company and/or either Joint Bookrunner or their
respective affiliates, agents, directors, officers, consultants and
employees pursuant to this Announcement where the payment (or any
part thereof) is chargeable to any tax, a basis such that the
amount so payable shall be increased so as to ensure that after
taking into account any tax chargeable (or which would be
chargeable but for the availability of any relief unrelated to the
loss, damage, cost, charge, expense or liability against which the
indemnity is given on such amount (including on the increased
amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee, and any person acting on behalf of each Placee,
acknowledges and agrees that either Joint Bookrunner or any of its
affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that none of the Company or either Joint Bookrunner
owes any fiduciary or other duties to any Placee in respect of any
acknowledgments, confirmations, representations, warranties,
undertakings or indemnities contained in the Placing and Open Offer
Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with either Joint Bookrunner, any money held in an account
with the relevant Joint Bookrunner on behalf of the Placee and/or
any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the
FCA made under the FSMA. Each Placee acknowledges that the money
will not be subject to the protections conferred by the client
money rules; as a consequence, this money will not be segregated
from the relevant Joint Bookrunner's money in accordance with the
client money rules and will be used by the relevant Joint
Bookrunner in the course of its own respective business and the
Placee will rank only as a general creditor of such relevant Joint
Bookrunner.
The rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
Panmure Gordon (UK) Limited is authorised and regulated by the
FCA in the United Kingdom and is acting exclusively for the Company
and no one else in connection with the Bookbuilding Process and the
Fundraising, and Panmure Gordon will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Bookbuilding Process or the Fundraising or any
other matters referred to in this Announcement.
Baden Hill (a trading name for Northland Capital Partners
Limited) is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and Baden Hill will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
All times and dates in this Announcement may be subject to
amendment by the Company and the Joint Bookrunners. The Joint
Bookrunners shall notify the Placees and any person acting on
behalf of the Placees of any changes.
Past performance is not a guide to future performance and
persons needing advice should consult an independent financial
adviser.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by either
Joint Bookrunner or by any of their respective affiliates or agents
as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
APPIX III - DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
" Admission " admission of the Placing Shares and
the Open Offer Shares to trading on
AIM becoming effective in accordance
with Rule 6 of the AIM Rules
" AIM " the AIM Market operated by the London
Stock Exchange
------------------------------------------------
" AIM Rules " the AIM Rules for Companies published
by the London Stock Exchange from
time to time
------------------------------------------------
" Articles " the articles of association of the
Company
------------------------------------------------
" Announcement " this Announcement and the appendices
------------------------------------------------
" Application Form " the application form which accompanies
the Circular to be used by Qualifying
Non-CREST Shareholders in connection
with the Open Offer
------------------------------------------------
" Baden Hill " Baden Hill, a trading name of Northland
Capital Partners Limited, as joint
broker
------------------------------------------------
" certificated form " or an Ordinary Share recorded on a company's
" in certificated form share register as being held in certificated
" form (namely, not in CREST)
------------------------------------------------
"Circular" A circular to Shareholders dated 16
May 2023
------------------------------------------------
" City Code " the City Code on Takeovers and Mergers
------------------------------------------------
" Company " or " Mirriad Mirriad Advertising plc, a company
" incorporated under the laws of England
and Wales
------------------------------------------------
" CREST " the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the operator
(as defined in those regulations)
------------------------------------------------
" CREST Regulations " the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755)
------------------------------------------------
" Directors " or " Board the directors of the Company, or any
" duly authorised committee thereof
------------------------------------------------
" EBITDA " earnings before interest, taxes, depreciation,
and amortization
------------------------------------------------
" Enlarged Share Capital the issued Ordinary Shares immediately
" following Admission, assuming the
maximum number of New Ordinary Shares
are issued
------------------------------------------------
" Euroclear " Euroclear UK & International Limited,
the operator of CREST
------------------------------------------------
" Excess Application Facility the arrangement pursuant to which
" Qualifying Shareholders may apply
for additional Open Offer Shares in
excess of their Open Offer Entitlement
in accordance with the terms and conditions
of the Open Offer
------------------------------------------------
" Excess Open Offer Entitlements an entitlement for each Qualifying
" Shareholder to apply to subscribe
for Open Offer Shares in addition
to his Open Offer Entitlement pursuant
to the Excess Application Facility
which is conditional on him taking
up his Open Offer Entitlement in full
and which may be subject to scaling
back in accordance with the provisions
set out in the Circular
------------------------------------------------
" Excess Shares " Open Offer Shares applied for by Qualifying
Shareholders under the Excess Application
facility
------------------------------------------------
" Ex-entitlement Date " the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 16 May
2023
------------------------------------------------
" Existing Ordinary Shares the 279,180,808 Ordinary Shares in
" issue at the date of this Announcement,
all of which are admitted to trading
on AIM
------------------------------------------------
" FCA " the UK Financial Conduct Authority
------------------------------------------------
" Form of Proxy " the form of proxy for use in connection
with the General Meeting which accompanies
this document
------------------------------------------------
" FSMA " the Financial Services and Markets
Act 2000 (as amended)
------------------------------------------------
" Fundraising " the Placing and the Open Offer
------------------------------------------------
" General Meeting " the general meeting of the Company
to be held at the Company's offices,
96 Great Suffolk Street, London SE1
0BE, at 11.00 a.m. on 2 June 2023,
notice of which is set out at the
end of the Circular
------------------------------------------------
" Group " the Company, its subsidiaries and
its subsidiary undertakings
------------------------------------------------
" HMRC " HM Revenue & Customs
------------------------------------------------
" Issue Price " 3 pence per New Ordinary Share
------------------------------------------------
" KPIs " key performance indicators
------------------------------------------------
" London Stock Exchange London Stock Exchange plc
"
------------------------------------------------
" Money Laundering Regulations The Money Laundering, Terrorist Financing
" and Transfer of Funds (Information
on the Payer) Regulations 2017, as
amended
------------------------------------------------
" New Ordinary Shares " the Placing Shares and the Open Offer
Shares
------------------------------------------------
" Notice of General Meeting the notice convening the General Meeting
" which is set out at the end of the
Circular
------------------------------------------------
" Open Offer " the conditional invitation by the
Company to Qualifying Shareholders
to apply to subscribe for the Open
Offer Shares at the Issue Price on
the terms and subject to the conditions
set out in the Circular and, in the
case of Qualifying Non-CREST Shareholders,
in the Application Form
------------------------------------------------
" Open Offer Entitlement the individual entitlements of Qualifying
" Shareholders to subscribe for Open
Offer Shares allocated to Qualifying
Shareholders pursuant to the Open
Offer
------------------------------------------------
" Open Offer Shares " the up to 66,666,666 new Ordinary
Shares to be issued by the Company
pursuant to the Open Offer
------------------------------------------------
" Ordinary Shares " ordinary shares of GBP0.00001 each
in the capital of the Company
------------------------------------------------
" Overseas Shareholders Shareholders with a registered address
" outside the United Kingdom
------------------------------------------------
" Panmure Gordon " Panmure Gordon (UK) Limited, the Company's
nominated adviser, joint broker and
bookrunner
------------------------------------------------
" Placing " the conditional placing of the Placing
Shares by Panmure Gordon and Baden
Hill, as agents on behalf of the Company,
pursuant to the Placing and Open Offer
Agreement, further details of which
are set out in this Announcement and
the Circular
------------------------------------------------
" Placing and Open Offer the conditional agreement dated 16
Agreement " May 2023 and made between Panmure
Gordon, Baden Hill and the Company
in relation to the Placing and Open
Offer, further details of which are
set out in this Announcement and the
Circular
------------------------------------------------
" Placing Shares " the 191,666,666 (approximate) new
Ordinary Shares to be issued pursuant
to the Placing
------------------------------------------------
" Prospectus Regulation the prospectus regulation rules made
Rules " by the FCA pursuant to section 73A
of FSMA
------------------------------------------------
" QCA Code " the corporate governance code for
small and mid-size quoted companies
published by the Quoted Companies
Alliance from time to time
------------------------------------------------
" Qualifying CREST Shareholders Qualifying Shareholders holding Existing
" Ordinary Shares in uncertificated
form
------------------------------------------------
" Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders " Ordinary Shares in certificated form
------------------------------------------------
" Qualifying Shareholders holders of Existing Ordinary Shares
" on the register of members of the
Company at the Record Date but excluding
any Overseas Shareholder who has a
registered address in any Restricted
Jurisdiction
------------------------------------------------
" Record Date " 15 May 2023
------------------------------------------------
" Registrars " Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol
BS13 8AE
------------------------------------------------
" Regulatory Information a service approved by the FCA for
Service " the distribution to the public of
regulatory announcements and included
within the list maintained on the
FCA's website
------------------------------------------------
" Resolutions " the resolutions set out in the Notice
of General Meeting
------------------------------------------------
" Restricted Jurisdiction has the meaning set out in this Announcement
"
------------------------------------------------
" Shareholders " holders of Ordinary Shares
------------------------------------------------
" UK " or " United Kingdom the United Kingdom of Great Britain
" and Northern Ireland
------------------------------------------------
" UK Market Abuse Regulation the Market Abuse Regulation (2014/596/EU)
" as it forms part of domestic law pursuant
to the European Union (Withdrawal)
Act 2018
------------------------------------------------
" US " or " United States the United States of America, each
" State thereof, its territories and
possessions (including the District
of Columbia) and all other areas subject
to its jurisdiction
------------------------------------------------
" uncertificated " or " an Ordinary Share recorded on a company's
in uncertificated form share register as being held in uncertificated
" form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of CREST
------------------------------------------------
" GBP ", " pounds sterling are references to the lawful currency
", " pence " or " p " of the United Kingdom
------------------------------------------------
"EUR" or " Euros " are references to a lawful currency
of the European Union
------------------------------------------------
" US dollar ", " dollar are references to the lawful currency
", " US$ " or " $ " of the United States
------------------------------------------------
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.
RNS may use your IP address to confirm compliance with the terms
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TSTEQLFFXELLBBZ
(END) Dow Jones Newswires
May 16, 2023 11:28 ET (15:28 GMT)
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