Launch of Retail Offer
Retail offer to raise up to £550,000 at 1.25p per share via REX platform.
- Retail offer size up to £550,000
- Issue price 1.25 pence per share
- Placing (minimum) £5.32 million
- Firm placing shares 53,751,000
- Conditional placing shares (minimum) 371,849,000
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THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF MIRRIAD ADVERTISING PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.
Mirriad Advertising plc
("Mirriad" or the "Company")
Retail offer to raise up to £550,000
Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising and virtual product placement, is pleased to announce a retail offer via REX (the "Retail Offer") of ordinary shares of £0.00001 each ("Ordinary Shares") in the capital of the Company (the "Retail Offer Shares") at an issue price of 1.25 pence per new Ordinary Share (the "Issue Price").
In addition to the Retail Offer, earlier today, the Company announced a conditional placing (the "Placing") of new Ordinary Shares (the "Placing Shares") with new and existing institutional investors to raise a minimum of £5.32 million before expenses at the Issue Price. The Placing will be conducted in two tranches; (i) a firm placing of 53,751,000 Placing Shares (the "Firm Placing Shares") to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the Company's 2023 annual general meeting (the "Firm Placing"); and (ii) a conditional placing of a minimum of 371,849,000 Placing Shares (the "Conditional Placing Shares") conditional upon, amongst other things, the passing of the Resolutions at the General Meeting (the "Conditional Placing").
For the avoidance of doubt, the Retail Offer is not part of the Placing.
The Firm Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms and admission of the Firm Placing Shares to trading on the AIM market of London Stock Exchange plc ("First Admission") becoming effective.
First Admission is expected to take place at 8.00 a.m. on 9 May 2024 (or such later time and/or date as Allenby Capital Limited ("Allenby Capital"), Baden Hill, a trading name of Northland Capital Partners Limited ("Baden Hill") and the Company may agree (being in any event no later than 8.00 a.m. on 22 May 2024)).
The Retail Offer, the Conditional Placing and the Directors' Subscription (as defined below) are conditional upon, amongst other things, the Placing Agreement not being terminated in accordance with its terms and Shareholders approving the Resolutions at the General Meeting. The General Meeting is proposed to be held at the Company's offices, at 96 Great Suffolk Street, London SE1 0BE at 10.00 a.m. on 23 May 2024. The Circular, which will provide further details of the Fundraising and include a notice convening the General Meeting, will be sent to Shareholders following the close of the Retail Offer.
Admission of the Retail Offer Shares and the Conditional Placing Shares to trading on the AIM market of London Stock Exchange plc ("Second Admission") is expected to take place 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 (being in any event no later than 8.00 a.m. on 10 June 2024)).
As previously announced, whilst certain members of the Board and a proposed Director (the "Participating Directors") are keen to participate in the Fundraising, as the Company is currently in a closed period pursuant to MAR until the publication of its preliminary results for the financial year ended 31 December 2023 (the "Preliminary Results"), the Participating Directors are not permitted to deal in the Company's Ordinary Shares until after the publication of the Preliminary Results (and subject to certain other requirements). The Company intends to publish the Preliminary Results as soon reasonably practicable following receipt of the net proceeds of the Placing and the Retail Offer. The Participating Directors will subscribe for the Subscription Shares at the first available opportunity following publication of the Preliminary Results (the "Directors' Subscription") and will participate in the Directors' Subscription on substantially identical terms as those of the Placing. The Company will make a further announcement through a Regulatory Information Service confirming when it is expected that admission of the Subscription Shares will become effective.
Completion of the Retail Offer is conditional upon, amongst other things, the completion of the Placing but is not conditional upon the completion of the Directors' Subscription.
Retail Offer
The Company values its retail investor base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom with the opportunity to participate in the Retail Offer via participating financial intermediaries. Accordingly, the Company is making the Retail Offer open to eligible individual and institutional investors in the United Kingdom following release of this announcement through the REX platform.
The Retail Offer is expected to close by 11.00 a.m. on 7 May 2024. Eligible shareholders should note that financial intermediaries may have earlier closing times.
- AJ Bell
- Hargreaves Lansdown
- interactive investor
To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary and, as at the date of this announcement, and prior to placing an order for the Retail Offer Shares, must be a shareholder in the Company.
There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Issue Price does not exceed £0.55 million.
Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the announcement made by the Company on 2 May 2024 regarding the launch of the Placing.
| REX | Info@rexretail.com |
| 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 |
The Company's LEI is 213800ZKOK9GIME7HE62.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.