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 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. PLEASE SEE THE IMPORTANT NOTICES
AT THE END OF THIS ANNOUNCEMENT.
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 UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
23 May
2024
Mirriad Advertising
plc
("Mirriad", the
"Group" or the
"Company")
Result of General
Meeting
and
Total Voting
Rights
Mirriad (AIM: MIRI), a leading
virtual in-content advertising and virtual product placement
company, is pleased to announce that, at its General Meeting held
earlier today, all of the Resolutions were duly passed on a show of
hands without amendment. Proxy votes received from Shareholders on
each Resolution were as follows:
Resolution
|
In favour
|
|
Against
|
|
Withheld*
|
|
Votes
|
%
|
Votes
|
%
|
Votes
|
|
|
|
|
|
|
1
|
108,421,577
|
99.5%
|
559,537
|
0.5%
|
87,462
|
2
|
108,421,577
|
99.5%
|
559,537
|
0.5%
|
87,462
|
*A
vote withheld is not a vote in law and is therefore not counted
towards the proportion of votes "in favour" or "against" the
resolutions. The number of Ordinary Shares in issue on 23 May 2024
was 543,060,404. Shareholders were entitled to one vote per
share.
Accordingly, the Conditional Placing
and the Retail Offer, details of which were set out in the
Company's announcement on 2 May 2024 (the "Launch Announcement") are expected to
complete, conditional on Second Admission (as defined below), at
8.00 a.m. on 28 May 2024 (or such later time and/or date as Allenby
Capital, Baden Hill and the Company may agree, but in any event by
no later than 8.00 a.m. on 10 June 2024).
Admission and Total Voting Rights
Application has been made to the
London Stock Exchange for a total of 475,140,490 new Ordinary
Shares (comprising the Conditional Placing Shares and the Retail
Offer Shares) to be admitted to trading on AIM ("Second Admission"). It is expected that
Second Admission and dealings in the 475,140,490 new Ordinary
Shares will commence at 8.00 a.m. on 28 May 2024 and they will rank
pari passu with the
existing Ordinary Shares. Following Second Admission, the enlarged
share capital of the Company will consist of 1,018,200,894 Ordinary
Shares, none of which are held in treasury. Therefore, the total
number of voting rights in the Company will be 1,018,200,894 and
this figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company.
Update re Board changes
As stated in the Launch
Announcement, James Black will join the Board as a non-executive
Director and Chairman elect following the completion of the
Fundraising. i.e. following the publication of the Company's annual
report and accounts for the year ended 31 December 2023 and
subsequent completion of the Directors' Subscription. James will be
formally appointed as Chairman of the Company following the AGM, at
which point John Pearson will step down as Chairman but remain as a
non-executive Director during a transition period.
This announcement should be read in
conjunction with the full text of the Circular posted to
Shareholders on 7 May 2024, a copy of which is available on the
Company's website at:
https://www.mirriadplc.com/investor-relations.
Unless otherwise defined,
definitions contained in this announcement have the same meaning as
set out in the Launch Announcement.
The person responsible for the
release of this announcement on behalf of the Company is Nic
Hellyer, Chief Financial Officer.
For further information please
visit www.mirriad.com
or contact:
Mirriad Advertising plc
Stephan Beringer, Chief Executive
Officer
Nic Hellyer, Chief Financial
Officer
|
c/o Charlotte Street
Partners
|
Nominated Adviser, Broker & Joint
Bookrunner:
Allenby Capital Limited
James Reeve/Lauren Wright (Corporate
Finance)
Guy McDougall/Matt Butlin (Sales and
Corporate Broking)
|
Tel: +44 (0)20 3328 5656
|
Joint Bookrunner:
Baden Hill (a trading name for Northland Capital Partners
Limited)
Matthew Wakefield/Alex
Schlich
|
Tel: +44 (0)20 3951 8907
|
Financial Communications:
Charlotte Street Partners
Tom Gillingham
|
Tel: +44 (0) 7741 659021
|