THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, 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
Mirriad Advertising plc
Result of Placing
Publication of Circular
Clarification of Timetable
Mirriad Advertising plc ("Mirriad" or the "Company") is pleased to announce that, further to the Company's announcement released earlier today (the "Launch Announcement"), the Bookbuilding Process has closed and the Company has conditionally raised gross proceeds of
In addition to the Placing, and as set out in the Launch Announcement, the Company proposes to raise up to approximately
The Placing Shares, when issued, will represent in aggregate approximately 68.7 per cent. of the Company's existing issued share capital. The Issue Price of
Neither the Placing nor the Open Offer are being underwritten.
The New Ordinary Shares, when issued, will be fully paid and will 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 issue.
Application will be made in due course for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 5 June 2023
The Fundraising is conditional upon, among other things, the Placing and Open Offer Agreement not being terminated in accordance with its terms and the Resolutions required to implement the Fundraising being duly passed by the shareholders of the Company at the General Meeting proposed to be held at the offices of Mirriad, 96 Great Suffolk Street,
Certain of the directors of the Company also intend to subscribe for new Ordinary Shares at the Issue Price through the Open Offer and Excess Application Facility.
Related Party Transaction
M&G Investment Management is a Substantial Shareholder of the Company as defined by the AIM Rules for Companies and its participation in the Placing constitutes a related party transaction under the AIM Rules. The Directors consider, having consulted with Panmure Gordon, acting in its capacity as the Company's nominated adviser, that the terms of such placing are fair and reasonable insofar as the Company's shareholders are concerned.
Clarification of Timetable for the Fundraising
Expected Timetable for the Fundraising
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2023 |
Record Date for entitlement under the Open Offer |
15 May |
Announcement of the Fundraising |
16 May |
Publication and posting of the Circular, form of proxy (the "Form of Proxy") and, to Qualifying Non-Crest Shareholders, the Open Offer application form (the "Application Form") |
16 May |
Ex-Entitlement date of the Open Offer |
17 May |
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders |
18 May |
Latest recommended time and date for requested withdrawal of Open Offer Entitlements from CREST |
4.30 p.m. on 25 May |
Latest time and date for depositing Open Offer Entitlements in CREST |
3.00 p.m. on 26 May |
Latest time and date for splitting of Application Forms under the Open Offer |
3.00 p.m. on 30 May |
Latest time and date for receipt of Forms of Proxy and CREST voting instructions |
11 a.m. on 31 May |
Latest time and date for receipt of Application Forms and payment |
11.00 a.m. on 1 June |
General Meeting |
11 a.m. on 2 June |
Results of the General Meeting and the Open Offer announced through a Regulatory Information Service |
2 June |
Admission and commencement of dealings in the New Ordinary Shares |
8.00 a.m. on 5 June |
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form |
5 June |
Where applicable, expected date for dispatch of definitive share certificates for New Ordinary Shares |
Within 14 days of Admission |
Long Stop Date |
8.00 a.m. on 30 June |
Further to the Launch Announcement the Company confirms that 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 18 May 2023. The "Ex-entitlement Date" is defined as the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 17 May 2023
Each of the times and dates above refer to
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning as given to them in the Launch 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 |
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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 |
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Baden Hill (a trading name for Northland Capital Partners Limited) - Joint Broker |
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Craig Fraser |
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Tel: +44 (0)20 3951 8904 |
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IMPORTANT NOTICES
This announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into
The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of
This announcement is not for publication or distribution, directly or indirectly, in or into or from
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.
All offers of the New Ordinary Shares in the
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
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
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
Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.