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.
12 June
2024
Mirriad
Advertising
plc
("Mirriad" or the
"Company")
Directors' Subscription and
Board appointment
Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content
advertising and virtual product placement, announces an update on
the subscription for new ordinary shares in the Company by certain
directors of Mirriad (the "Directors' Subscription"), details of
which were set out in the announcement of the Company's recent
equity fundraise on 2 May 2024 (the "Launch Announcement").
The Company also confirms that James
Black has been appointed as a non-executive director and Chairman
elect of the Company, with immediate effect.
Directors' Subscription
Following the publication of the
annual report and accounts for the financial year ended 31 December
2023, Stephan Beringer, Nic Hellyer, Bob Head and James Black (the
"Participating Directors")
have conditionally subscribed for a total of £180,000 (before
expenses) of new Ordinary Shares pursuant to the Directors'
Subscription. The Directors' Subscription will result in the issue
and allotment of a total of 14,400,000 new Ordinary Shares (the
"Subscription Shares") and
is being carried out at the same issue price of 1.25 pence and
substantially identical terms as those of the Placing. Details of
the number of Subscription Shares being subscribed for and the
resultant holdings of the Participating Directors are set out
below.
|
Director
|
Current holding of Ordinary
Shares
|
Number of
Subscription Shares being subscribed for
|
Resultant holding of
Ordinary Shares
|
Percentage of enlarged share
capital (%)
|
|
Stephan Beringer
(CEO)
|
1,191,666
|
3,200,000
|
4,391,666
|
0.43
|
|
Nic Hellyer
(CFO)
|
-
|
1,600,000
|
1,600,000
|
0.15
|
|
Bob Head
(NED)
|
318,600
|
1,600,000*
|
1,918,600
|
0.19
|
|
James Black
(NED)
|
240,000*
|
8,000,000*
|
8,240,000
|
0.80
|
|
Total
|
1,750,266
|
14,400,000
|
16,150,266
|
|
*held in their SIPP or similar trading
accounts
Application for admission to trading on AIM and total voting
rights
Application has been made for the
Subscription Shares to be admitted to trading on AIM ("Third Admission") and it is anticipated
that Third Admission will take place on or around 17 June
2024.
Following Third Admission, the
Company's issued ordinary share capital will comprise 1,032,600,894
Ordinary Shares with one voting right each. The Company does not
hold any Ordinary Shares in treasury. Accordingly, with effect from
Third Admission, the above 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 under the FCA's Disclosure Guidance
and Transparency Rules.
Confirmation of Director appointment
The Company is pleased to confirm
that James Black has been appointed as a non-executive director and
Chairman elect of Mirriad with immediate effect. As set out in the
Launch Announcement, it is anticipated that James Black will be
officially appointed as Chairman of the Company following the
conclusion of the annual general meeting on 28 June 2024. John
Pearson will step down as Chairman at that time and continue as a
non-executive director during a transition period.
In accordance with Rule 17 and
Schedule Two Paragraph (g) of the AIM Rules for Companies, James
Pat Rokeby Black, aged 60, has not held any directorships or
partnerships positions during the previous five years. Save as set
out within this announcement, there is no further information
required to be disclosed pursuant to the AIM Rules for
Companies.
Unless otherwise defined,
definitions contained in this announcement have the same meaning as
set out in the Launch Announcement.
The person responsible for arranging
the release of this announcement on behalf of the Company is Nic
Hellyer, Chief Financial Officer of the Company.
ENDS
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
|
|
Financial Communications:
Charlotte Street Partners
Tom Gillingham
|
Tel: +44 (0) 7741 659021
|
Notification and public
disclosure of transactions by persons discharging managerial
responsibilities ("PDMRs") and persons closely associated ("PCA")
with them.
|
1
|
Details of the person
discharging managerial responsibilities / person closely
associated
|
|
a)
|
Names
|
1. Stephan Beringer
(CEO)
2. Nic Hellyer
(CFO)
3. Bob Head
(NED)
4. James Black
(NED)
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
As above
|
|
b)
|
Initial notification
/Amendment
|
Initial
notification
|
|
3
|
Details of the issuer,
emission allowance market participant, auction platform, auctioneer
or auction monitor
|
|
a)
|
Name
|
Mirriad Advertising
plc
|
|
b)
|
LEI
|
213800ZKOK9GIME7HE62
|
|
4
|
Details of the
transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and
(iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
|
Ordinary Shares of
£0.00001p each
|
|
b)
|
Identification
code
|
GB00BF52QY14
|
|
c)
|
Nature of the
transaction
|
Subscription for
Ordinary Shares
|
|
d)
|
Price(s) and
volume(s)
|
|
|
No.
Shares
|
Price
|
|
1.
|
3,200,000
|
1.25p
|
|
2.
|
1,600,000
|
1.25p
|
|
3.
|
1,600,000
|
1.25p
|
|
4.
|
8,000,000
|
1.25p
|
|
|
d)
|
Aggregated
information
- Aggregated
volume
- Price
|
N/A
|
|
e)
|
Date of the
transactions
|
11 June 2024 to be
completed on 17 June 2024
|
|
f)
|
Place of the
transaction
|
Outside of a
trading venue
|
About Mirriad
The leader in virtual product
placement and in-content advertising, Mirriad's multi-patented and
award-winning platform dynamically inserts products and brands into
Television, SVOD/AVOD, Music, and Influencer content. Mirriad
creates net-new revenue opportunities for content owners with an ad
format that virtually integrates brands in entertainment content,
drives exceptional performance for advertisers and dramatically
improves the viewing experience.
Mirriad currently operates in the
US, Europe, and India.