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.
|
| Current holding of Ordinary Shares | Number of | 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) |
| |||||||||||||||
| 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.
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