TIDMMIRA
RNS Number : 7950Z
Mirada PLC
18 May 2023
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
Article 7 of Regulation (EU) 596/2014, as it forms part of the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
18 May 2023
Mirada plc
("Mirada" or the "Company")
Proposed cancellation of admission to trading on AIM of ordinary
shares, re-registration as a private limited company and adoption
of new Articles of Association and
notice of General Meeting
Update on trading for the year to 31 March 2023
Mirada (AIM: MIRA), a leading provider of integrated software
solutions for digital TV operators, broadcasters and streaming
platforms, announces the proposed cancellation of admission to
trading on AIM of its ordinary shares ("Cancellation"),
re-registration as a private limited company ("Re-registration")
and adoption of new articles of association ("New Articles")
(together, the "Proposals").
The Directors have undertaken a review to evaluate the benefits
and drawbacks to the Company and its Shareholders of retaining the
admission to trading on AIM of the Ordinary Shares. This review has
included, amongst other matters, the impact of the concentration of
Ordinary Shares beneficially owned by one major shareholder, the
inability of the Company to attract material new investment from
third party equity investors, the public market share trading and
valuation volatility of the Company and the increasing costs of
maintaining a public quotation. For these reasons, the Directors
have concluded that the Proposals are in the best interests of the
Company and its Shareholders as a whole. Further details of the
background to and reasons for the Proposals are set out in Appendix
I to this announcement.
The Proposals are subject to Shareholder approval and
accordingly, a circular will be sent to Shareholders today setting
out the background to and reasons for the Proposals ("Circular")
and which will contain a notice convening a general meeting
("General Meeting") at which Shareholders are invited to consider
and, if thought fit, approve resolutions to implement the
Proposals. Extracts of the Circular can be found in Appendix I to
this announcement.
To be passed, the Cancellation Resolution requires, pursuant to
Rule 41 of the AIM Rules, the approval of not less than 75 per
cent. of the votes cast by Shareholders at the General Meeting. The
resolution to approve the Re-registration and the adoption of New
Articles also requires the approval of not less than 75 per cent.
of the votes cast by shareholders at the General Meeting.
Kaptungs, the holder of 87.21 per cent. of the Issued Share
Capital, has irrevocably undertaken to procure that the votes
attaching to its Ordinary Shares are cast in favour of the
Resolutions by the registered holder of those Ordinary Shares (such
Ordinary Shares being held on behalf of Kaptungs by a nominee) and
therefore, the Resolutions are expected to be passed at the General
Meeting and therefore the Cancellation and Re-Registration are
expected to proceed.
The General Meeting will be held at the offices of the offices
of Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 12
noon on 9 June 2023 .
To facilitate future shareholder transactions in Ordinary
Shares, JP Jenkins has been appointed to provide a matched bargain
facility, which is expected to be available from 19 June 2023.
Shareholders wishing to trade these securities can do so through
their stockbroker. Trades will be conducted at a level that JP
Jenkins is able to match a willing seller and a willing buyer.
Trades can be conducted, and limits can be accepted, during normal
business hours. Shareholders or potential investors can place
limits via their existing UK regulated stockbroker.
A copy of the Circular and the New Articles will be made
available later today on the Company's website at www.mirada.tv
.
Expected timetable of principal events
Announcement of the Proposals 18 May 2023
Posting of the Circular and Forms of Proxy 18 May 2023
Latest time and date for receipt of Forms 12 noon on 7 June 2023
of Proxy
Time and date of General Meeting 12 noon on 9 June
2023
Company's announcement of result of General 9 June 2023
Meeting
Expected last day of dealings in the Ordinary 16 June 2023
Shares on AIM
Expected time and date of the AIM Cancellation 7.00 a.m. on 19 June
2023
Matched Bargain Facility for Ordinary 19 June 2023
Shares commences
Expected date of Re-registration on or around 14 July
2023
Trading update
For the twelve months ended 31 March 2023 ("FY23"), trading was
similar to the year ended 31 March 2022 ("FY22"). Subject to audit,
revenue for FY23 is expected to be approximately $10.7 million
(FY22: $11.0 million) and adjusted EBITDA for FY23 is expected to
be approximately $1.5 million (FY22: $1.6 million). Net debt has
increased from $8.59 million as at 31 March 2022 to $9.75 million
as at 31 March 2023 and $10.27 million (EUR9.43 million) as at 30
April 2023, as the Group continues to be reliant on the nancial
support of Kaptungs.
The Group has made marked progress in consolidating its position
as a leading provider of Android TV-powered software in the
industry, with deployments almost doubling from 1.5 million devices
at 31 March 2022 to approximately 2.9 million at 31 March 2023.
With more than 30 content provider integrations, growing demand
for Mirada's Android TV product across its end markets and market
activity at pre-Covid levels, the Group remains well positioned to
continue to benefit from the strong current pipeline, especially in
the Latin America region.
Appendices
Please refer to Appendix I to this announcement which sets out
further details of the Proposals, as extracted from the
Circular.
Unless otherwise stated, capitalised terms in this announcement
have the meanings ascribed to them in Appendix II to this
announcement.
Enquiries:
Mirada plc +44 (0)20 8187 1661
José-Luis Vázquez, Chief Executive investors@mirada.tv
Officer
Gonzalo Babío, Finance Director
Allenby Capital Limited (Nominated Adviser
& Broker)
Jeremy Porter / George Payne (Corporate
Finance)
Joscelin Pinnington / Amrit Nahal (Sales
and Corporate Broking) +44 (0)20 3328 5656
About Mirada
Mirada is a leading provider of products and services for
Digital TV Operators and Broadcasters. Founded in 2000 and led by
CEO José Luis Vázquez, the Company prides itself on having spent
almost 20 years as a pioneer in the Digital TV market. Mirada's
core focus is on the ever-growing demand for TV Everywhere for
which it offers a complete suite of end- to-end modular products
across multiple devices, all with innovative state-of-the-art UI
designs.
Mirada's products and solutions, acclaimed for unparalleled
flexibility and optimal time to market, have been deployed by some
of the biggest names in digital media and broadcasting including
Televisa, Telefonica, Sky, Virgin Media, BBC, ITV and France
Telecom. Mirada has commercial representation across Europe, Latin
America and Southeast Asia and operates technology centres in the
UK, Spain and Mexico. For more information, visit www.mirada.tv
APPIX I - EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS
LETTER FROM THE INTERIM CHAIRMAN
1. Introduction
The Company announced earlier today the intended cancellation of
admission to trading on AIM of its Ordinary Shares, together with
its proposed re-registration as a private limited company and the
adoption of the New Articles.
The Directors have undertaken a review to evaluate the benefits
and disadvantages to the Company and its Shareholders of retaining
the admission to trading on AIM of the Ordinary Shares. This review
has included, amongst other matters, the impact of the
concentration of Ordinary Shares beneficially owned by one major
shareholder, the inability of the Company to attract material new
investment from third party equity investors, the public market
share trading and valuation volatility of the Ordinary Shares and
the increasing costs of maintaining a public quotation. For these
reasons, further details of which are set out in this letter, the
Directors have concluded that the Proposals are in the best
interests of the Company and its Shareholders as a whole.
The Proposals are conditional upon the respective Resolutions
being passed at the General Meeting to be held at the offices of
Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 12
noon on 9 June 2023, notice of which is set out at the end of this
Circular. Subject to the approval of the Resolutions, the Company
will take steps to cancel the admission of its Ordinary Shares to
trading on AIM and re-register the Company as a private
company.
The Relationship Agreement provides that the Independent
Director must give their consent in order for Kaptungs, the holder
of 87.21 per cent. of the Issued Share Capital, to be permitted to
vote its Ordinary Shares on the Cancellation Resolution. The
Independent Director has agreed to consent to Kaptungs voting its
Ordinary Shares on the Cancellation Resolution for the reasons set
out in this Circular. Kaptungs has irrevocably undertaken to
procure that the votes attaching to its Ordinary Shares are cast in
favour of the Resolutions by the registered holder of those
Ordinary Shares (such Ordinary Shares being held on behalf of
Kaptungs by a nominee) and therefore, the Resolutions are expected
to be passed at the General Meeting.
The Independent Director for the purposes of the Relationship
Agreement is Matthew Peter Earl. No other Director is considered to
be an independent director by the Board for the purposes of the
Relationship Agreement, which is based on the Board's determination
of independence (pursuant to The QCA Corporate Governance
Code).
The Board believes that it is in the best interests of the
Company to seek the Cancellation and Re-registration and for the
Independent Director to consent to Kaptungs voting on the
Cancellation Resolution pursuant to the Relationship Agreement.
This letter sets out details of the reasons for, and
implications of, the Proposals and provides further details on the
expected process for the AIM Cancellation and Re-registration and
the facility for trading in the Ordinary Shares following the AIM
Cancellation.
2. Reasons for the Cancellation
The Directors have conducted a comprehensive review of the
benefits and drawbacks to the Company and its Shareholders in
retaining its quotation on AIM and believe that the Cancellation is
in the best interests of the Company and its Shareholders as a
whole. The Company has concluded that the regulatory, financial and
other obligations of maintaining Admission now outweigh the
benefits received. In reaching this conclusion, the Directors have
considered the following key factors, amongst others:
-- as at the date of this document, the major shareholder,
Kaptungs, holds (through its nominee), in aggregate, approximately
87.21 per cent. of the Ordinary Shares. This has resulted in a very
limited free float and liquidity in the Ordinary Shares, with the
consequence of low trading volumes in respect of the Ordinary
Shares and, the Board believes, a suppressed share price. This
illiquidity prevents Shareholders from trading in meaningful
volumes or with any frequency. Further, given the substantial
shareholding owned by Kaptungs in the Company, the Board considers
it unlikely that the Company will be able to attract material new
investment from third party equity investors;
-- the primary lender to the Group is the Lender under the terms
of the Facility. The Lender is controlled by Mr Ernesto Luis
Tinajero Flores, who also controls Kaptungs, which has a beneficial
interest in 87.21 per cent. of the Issued Share Capital. The
Facility was originally entered into on 3 June 2019 for EUR1.30
million and has since been amended and extended such that the
principal amount drawn down under the Facility is now approximately
EUR5.07 million (the maximum available under the Facility) with
outstanding interest of approximately EUR0.20 million, resulting in
a total indebtedness under the Facility of EUR5.27 million as at 30
April 2023. The Facility has a repayment date and maturity date of
30 November 2023. In addition to the Facility, as at 30 April 2023,
the Company has EUR4.28 million of other outstanding third-party
debt obligations. Therefore, the Group's total net debt as at 30
April 2023 was EUR9.43 million (approximately $10.27 million). The
Company has not as yet been successful in identifying alternative
sources of capital of suf cient size and on acceptable terms,
particularly from public equity investors, to fund the Group 's
operations and to repay or refinance its existing debt. The Board
has also considered the availability of third-party bank debt in
the UK and Spain to replace or reduce the dependence of the Company
on the Lender's ongoing nancial support, but has concluded that no
such bank debt is presently available of suf cient size and on
commercially reasonable and acceptable terms. The Board considers
that the Group is therefore currently almost exclusively dependent
upon the Lender's continued willingness to provide nancial support
to enable the Group to realise its business plan and continues as a
going concern;
-- the Board believes that it is important for the Company to
have access to additional capital to fund its operations and growth
plans. The Directors believe that an equity fundraise through the
public markets would not necessarily be available to the Company in
the near or medium term at an appropriate valuation, if at all.
Accordingly, the Board is of the view that the public markets do
not provide the optimal platform to raise such funds and, in
particular, that there may be greater opportunities to raise
additional capital in the private markets. The Directors believe
that the current challenging market conditions, the Company's
limited free float, Kaptung's large shareholding and the Facility,
continue to inhibit the Company from benefitting from access to
capital on AIM;
-- given the share price performance and low trading volumes of
the Ordinary Shares, the Directors have concluded that the only
realistic source of future funding will likely be through private
capital. There has been no recent equity capital fundraising on AIM
by the Company and it is the Directors' opinion that the admission
of the Ordinary Shares to trading on AIM no longer provides the
fundamental benefit of giving access to the required investor base
for the Company to raise growth capital;
-- the ongoing costs of maintaining Admission (approximately
$0.47 million per annum), such as adviser fees, London Stock
Exchange fees and the costs associated with being a quoted company
in having higher level corporate governance and audit scope, are
significant and, in the Directors' opinion, disproportionality high
compared to the benefits and could be better used in running and
further developing the Group's business for the benefit of the
Shareholders. The Directors further believe that the additional
indirect costs associated with management time invested in the
legal and regulatory burden associated with maintaining Admission
is disproportionate to the benefits to the Company; and
-- the Directors believe that future challenges and
opportunities presented to the Group can be better navigated in a
private and unlisted company environment.
Following careful consideration, the Directors therefore believe
that it is in the best interests of the Company and Shareholders as
a whole to seek the proposed Cancellation and Re-registration.
In addition, in connection with the Re-registration, it is
proposed that the New Articles be adopted to reflect the change in
the Company's status to that of a private limited company.
The principal effects of the Re-registration and the adoption of
the New Articles on the rights and obligations of Shareholders and
the Company are summarised in Part II and Part III of this
document.
3. Process for the Cancellation
Under Rule 41 of the AIM Rules, it is a requirement that the AIM
Cancellation must be approved by not less than 75 per cent. of
votes cast by Shareholders at a general meeting of the Company. In
addition, any AIM quoted company that wishes for the London Stock
Exchange to cancel the admission of its shares to trading on AIM is
required to notify shareholders and to separately inform the London
Stock Exchange of its preferred cancellation date at least 20
Business Days prior to such date.
Accordingly, the Board are hereby convening the General Meeting
to vote on the Cancellation Resolution and have noti ed the London
Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 19 June 2023. The AIM Cancellation will not take effect
until at least ve clear Business Days have passed following the
passing of the Cancellation Resolution and a dealing notice has
been issued by the London Stock Exchange.
If the Cancellation Resolution is passed at the General Meeting,
it is proposed that the last day of trading in Ordinary Shares on
AIM will be 16 June 2023 and that the AIM Cancellation will take
effect at 7.00 a.m. on 19 June 2023.
As set out in paragraph 11 below, Kaptungs, the Company's
largest shareholder, which is currently interested in approximately
87.21 per cent. of the Ordinary Shares, has given an irrevocable
undertaking to the Company to procure that the registered holder of
its Ordinary Shares (held through its nominee) votes the Ordinary
Shares in favour of the Resolutions. Given that the Independent
Director has, pursuant to the Relationship Agreement, consented to
Kaptungs voting its Ordinary Shares on the AIM Cancellation
Resolution for the reasons explained in this Circular and Kaptungs
having irrevocably undertaken to procure that its Ordinary Shares
(held through its nominee) are voted in favour of the Resolutions
by the registered holder of such Ordinary Shares, the Directors
believe it is very likely that the Resolutions will be passed at
the General Meeting. This does not, however, preclude Shareholders
from attending and voting (whether in person or proxy) at the
General Meeting.
4. Transactions in Ordinary Shares following Cancellation
Shareholders should note that they are able to continue trading
in the Ordinary Shares on AIM prior to the date of the
Cancellation.
The Company is making arrangements for a Matched Bargain
Facility to assist Shareholders to trade in the Ordinary Shares to
be put in place from the date of Cancellation, if the Resolutions
are passed. The Matched Bargain Facility will be provided by J P
Jenkins. JP Jenkins is an appointed representative of Prosper
Capital LLP, which is authorised and regulated by the Financial
Conduct Authority.
Under the Matched Bargain Facility, Shareholders or persons
wishing to acquire or dispose of Ordinary Shares will be able to
leave an indication with JP Jenkins, through their stockbroker (JP
Jenkins is unable to deal directly with members of the public), of
the number of Ordinary Shares that they are prepared to buy or sell
at an agreed price. In the event that JP Jenkins is able to match
that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Should
the Cancellation become effective and the Company put in place the
Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.mirada.tv .
The Matched Bargain Facility will operate for a minimum of
twelve months after Cancellation. The Directors' current intention
is that it will continue beyond that time but Shareholders should
note that it could be withdrawn and therefore inhibit the ability
to trade the Ordinary Shares. Further details will be communicated
to the Shareholders at the relevant time.
If Shareholders wish to buy or sell Ordinary Shares on AIM, they
must do so prior to the Cancellation becoming effective. As noted
above, in the event that Shareholders approve the Cancellation, it
is anticipated that the last day of dealings in Ordinary Shares on
AIM will be 16 June 2023 and that the effective date of the
Cancellation will be 19 June 2023 at 7.00 a.m.
5. Re-registration
Following the proposed Cancellation, the Board believes that the
requirements and associated costs of the Company maintaining its
public company status will be dif cult to justify and that the
Company will bene t from the more exible requirements and lower
overhead costs associated with a private limited company status. It
is therefore proposed to re-register the Company as a private
limited company after the Cancellation, subject to Shareholder
approval of the Re-registration Resolution.
In connection with the Re-registration, it is proposed that the
New Articles be adopted to re ect the change in the Company's
status to a private limited company. The principal effects of the
adoption of the New Articles on the rights and obligations of
Shareholders and the Company are summarised in Part II of this
Circular. A draft of the New Articles is available on the Company's
website at the following link (and will also be available for
inspection at the General Meeting) : www.mirada.tv/investors/.
Subject to and conditional upon the AIM Cancellation and the
passing of the Re-registration Resolution, an application will be
made to the Registrar of Companies for the Company to be
re-registered as a private limited company. Re-registration will
take effect when the Registrar of Companies issues a certi cate of
incorporation on re-registration. The Registrar of Companies will
not issue the certi cate of incorporation on re-registration until
the Registrar of Companies is satis ed that no valid application
can be made to cancel the resolution to re-register the Company as
a private limited company. Any such application must be made within
28 days after the passing of the Re-Registration Resolution and may
be made on behalf of the persons entitled to make it by one or more
of their number as they may appoint for the purpose.
Under the Companies Act 2006, it is a requirement that the
Re-registration and adoption of the New Articles must be approved
by not less than 75 per cent. of votes cast by shareholders at a
general meeting. Accordingly, the Notice of General Meeting set out
at the end of this Circular contains special resolutions to approve
the Cancellation, the Re-registration and the adoption of the New
Articles.
If the Re-registration Resolution is passed at the General
Meeting and the Registrar of Companies issues a certi cate of
incorporation on re-registration, it is anticipated that the
Re-registration will become effective on or around 14 July
2023.
Kaptungs, the holder of 87.21 per cent. of the Issued Share
Capital, has irrevocably undertaken to procure that the votes
attaching to its Ordinary Shares are cast in favour of the
Resolutions by the registered holder of those Ordinary Shares (such
Ordinary Shares being held on behalf of Kaptungs by a nominee) and
therefore, the Resolutions are expected to be passed at the General
Meeting and therefore the Cancellation and Re-Registration are
expected to proceed.
6. Board changes
Upon the Cancellation taking effect, the Independent Director
and José Francisco Gozalbo Sidro (Chief Technology Officer) will
resign as directors of the Company with immediate effect.
Accordingly, the Company will then have no independent or
non-executive directors and the only directors of the Company will
be José Luis Vázquez and Gonzalo Babío.
7. Takeover Code
The Takeover Code currently applies to the Company. However, as
Kaptungs currently holds more than 50 per cent. of the Company's
voting rights (through its nominee), it is able to acquire further
interests in Ordinary Shares without incurring any obligation to
make a general offer to all shareholders under Rule 9 of the
Takeover Code.
The Takeover Code applies to all offers for companies which have
their registered offices in the United Kingdom, the Channel Islands
or the Isle of Man if any of their equity share capital or other
transferable securities carrying voting rights are admitted to
trading on a regulated market or a multilateral trading facility in
the United Kingdom (such as AIM) or on any stock exchange in the
Channel Islands or the Isle of Man.
The Takeover Code also applies to all offers for companies (both
public and private) which have their registered offices in the
United Kingdom, the Channel Islands or the Isle of Man which are
considered by the Takeover Panel to have their place of central
management and control in the United Kingdom, the Channel Islands
or the Isle of Man, but in relation to private companies only if
one of a number of conditions are met, including that any of the
company's equity share capital or other transferable securities
carrying voting rights have been admitted to trading on a regulated
market or a multilateral trading facility in the United Kingdom
(such as AIM) or on any stock exchange in the Channel Islands or
the Isle of Man at any time in the preceding ten years.
If the Cancellation and Re-registration are approved by
Shareholders at the General Meeting and become effective, the
Company will be re-registered as a private company and its
securities will no longer be admitted to trading on a regulated
market or a multilateral trading facility in the United Kingdom. In
these circumstances, the Takeover Code will only apply to the
Company if it is considered by the Takeover Panel to have its place
of central management and control in the United Kingdom, the
Channel Islands or the Isle of Man. This is known as the "residency
test". In determining whether the residency test is satisfied, the
Takeover Panel has regard primarily to whether a majority of a
company's directors are resident in these jurisdictions.
The Takeover Panel has confirmed to the Company that, on the
basis of the residency of the Directors following the Cancellation
and Re-registration (being José Luis Vázquez and Gonzalo Babío),
the Company will not have its place of central management and
control in the United Kingdom, the Channel Islands or the Isle of
Man following the Cancellation and Re-registration. As a result, if
the Cancellation and Re-registration are approved by Shareholders
at the General Meeting and become effective, the Takeover Code will
then cease to apply to the Company and Shareholders will no longer
be afforded the protections provided by the Takeover Code,
including the requirement for a mandatory cash offer to be made if
either:
(i) a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it
are interested, increases the percentage of shares carrying voting
rights in which it is interested to 30% or more; or
(ii) a person, together with persons acting in concert with it,
is interested in shares which in the aggregate carry not less than
30% of the voting rights of a company but does not hold shares
carrying more than 50% of such voting rights and such person, or
any person acting in concert with it, acquires an interest in any
other shares which increases the percentage of shares carrying
voting rights in which it is interested.
Brief details of the Takeover Panel and the protections afforded
by the Takeover Code (which will cease to apply following the
Cancellation and the Re-registration) are set out in Part III of
this document.
8. Principal disadvantages and advantages of voting in favour of the Cancellation
The Board considers that, in deciding whether or not to vote in
favour of the Cancellation, Shareholders should take their own
independent advice and carefully consider the disadvantages and
advantages of the Cancellation (including, but not limited to,
those set out below) in light of their own nancial circumstances
and investment objectives.
Disadvantages of voting in favour of the Cancellation
(i) Pursuant to its terms, the Relationship Agreement between
the Company and Kaptungs would terminate on the date on which the
AIM Cancellation is effective, with the effect that, inter alia,
there shall be no ongoing contractual obligation upon Kaptungs to
ensure that the Company carries on its business independently of
Kaptungs or that transactions and relationships between Kaptungs
and the Company are at arm's length and on normal commercial terms.
In addition, following termination of the Relationship Agreement,
there will no longer be any contractual obligation on Kaptungs to
ensure that the Company has a majority of independent directors on
the Board, nor that the Company has an independent director
appointed to the Board to represent the interests of
Shareholders.
(ii) Whilst the Matched Bargain Facility will be in place for an
initial twelve months, there will no longer be a formal market
mechanism enabling Shareholders to trade their Ordinary Shares on
AIM or any other recognised market or trading exchange. Whilst the
Ordinary Shares will remain freely transferable, the Ordinary
Shares will be more dif cult to sell compared to shares of
companies traded on AIM or any other recognised market or trading
exchange. It may also be more dif cult for Shareholders to
determine the market value of their investment in the Company at
any given time.
(iii) The Company will no longer be required to comply with the
AIM Rules and accordingly, Shareholders will no longer be afforded
the protections given by the AIM Rules. In particular, and among
other things: (a) the Company will not be required to make any
public announcements of material events, announce its interim or
nal results, comply with any of the corporate governance practices
applicable to AIM companies, announce substantial transactions and
related party transactions, comply with the requirement to obtain
shareholder approval for reverse takeovers and fundamental changes
in the Company's business, or maintain a website containing the
information required by the AIM Rules; (b) Allenby Capital Limited
will cease to be the Company's nominated adviser and the Company
will cease to retain a nominated adviser; and (c) Allenby Capital
Limited will cease to be the Company's broker and the Company will
cease to retain a broker. In addition, the Company will no longer
be subject to the Market Abuse Regulation regulating inside
information (among other things) and the Company will no longer be
subject to the Disclosure Guidance and Transparency Rules and will
therefore, among other things, no longer be required to publicly
disclose major shareholdings in the Company.
(iv) If the Cancellation and the Re-registration are approved by
Shareholders at the General Meeting and become effective, the
Takeover Code will then cease to apply to the Company and
Shareholders will no longer be afforded the protections provided by
the Takeover Code.
(v) The Independent Director has signed an agreement with the
Company con rming his resignation as a Director with effect from
the date on which the AIM Cancellation is effective. Therefore,
following the AIM Cancellation, the Company will have no
independent or non-executive directors.
(vi) The Board understands that Kaptungs proposes to procure
that the Company continues to maintain its website www.mirada.tv
and to post updates on that website from time to time, although as
described above, Shareholders should be aware that there will be no
obligation on the Company to include the information required under
Rule 26 of the AIM Rules or to make announcements and/or to update
the website as required by the AIM Rules, and there is no
obligation on the Company or future directors of the Company to
maintain the Company's website or to post updates to it.
(vii) The Cancellation might have either positive or negative
taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately. Following the AIM
Cancellation, all transfers of Ordinary Shares in the Company will
be liable for Stamp Duty or Stamp Duty Reserve Tax.
(viii) It is proposed that the Company will become a private
limited company registered with the Registrar of Companies in
England and Wales in accordance with and subject to the Companies
Act 2006 and the New Articles, the effects of which are summarised
in paragraph 5 above and in Part II of this Circular.
Advantages of voting in favour of the Cancellation
(i) As set out above, the Group's ability to raise additional
finance and continue as a going concern beyond 30 November 2023
(the date on which the Facility between the Company and the Lender
expires) is currently dependent exclusively upon the Lender's
continued willingness to provide nancial support. If the Lender
withdrew its nancial support and the Company was unable to source
alternative nance, this may cast doubt on the Company's ability to
continue as a going concern. The Directors cannot assure
Shareholders of this continued support following the Cancellation
but believe the Cancellation (including the associated reduction in
administrative costs) will be attractive to the Lender and enhance
the likelihood of the continuance of its nancial support for the
Company.
(ii) The management time and ongoing costs of maintaining
Admission (approximately $0.47 million per annum) are significant
and could be better used in running and further developing the
business for the benefit of Shareholders.
(iii) The Board believes that future challenges and
opportunities presented to the Group, including additional funding,
can be better navigated in a private and unlisted company
environment.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them and their shareholding in the
Company and whether or not to vote in favour of the
Cancellation.
As stated in paragraph 11 below, as the Company has received an
irrevocable undertaking from Kaptungs (representing approximately
87.21 per cent. of the Ordinary Shares) to procure that its
Ordinary Shares (held through a nominee) are voted in favour of the
Resolutions by the registered holder of such Ordinary Shares, the
Resolutions are expected to be passed at the General Meeting and
the Cancellation and re-registration expected to proceed.
9. Trading update
For the twelve months ended 31 March 2023 ("FY23"), trading was
similar to the year ended 31 March 2022 ("FY22"). Subject to audit,
revenue for FY23 is expected to be approximately $10.7 million
(FY22: $11.0 million) and adjusted EBITDA for FY23 is expected to
be approximately $1.5 million (FY22: $1.6 million). Net debt has
increased from $8.59 million as at 31 March 2022 to $9.75 million
as at 31 March 2023 and $10.27 million (EUR9.43 million) as at 30
April 2023, as the Group continues to be reliant on the nancial
support of Kaptungs.
The Group has made marked progress in consolidating its position
as a leading provider of Android TV-powered software in the
industry, with deployments almost doubling from 1.5 million devices
at 31 March 2022 to approximately 2.9 million at 31 March 2023.
With more than 30 content provider integrations, growing demand
for Mirada's Android TV product across its end markets and market
activity at pre-Covid levels, the Group remains well positioned to
continue to benefit from the strong current pipeline, especially in
the Latin America region.
10. General Meeting actions to be taken by Shareholders
The Cancellation, the Re-registration and the adoption of the
New Articles requires the passing of the Cancellation Resolution
and the Re-registration Resolution at the General Meeting.
Accordingly, a Notice of General Meeting convening a meeting to be
held at 12 noon on 9 June 2023 at the offices of Howard Kennedy
LLP, No. 1 London Bridge, London SE1 9BG is set out at the end of
this Circular.
Whether or not you propose to attend the General Meeting, you
are requested to complete the Form of Proxy in accordance with the
instructions printed thereon and return it, duly signed, together
with any power of attorney under which it is executed, as soon as
possible but in any event so as to arrive not later than 12 noon on
7 June 2023 or 48 hours (excluding any part of a day that is not a
working day) before any adjourned meeting . Alternatively, proxies
may be submitted electronically using Link Group's Signal shares
online portal at www.signalshares.com by no later than 12 noon on 7
June 2023 or 48 hours (excluding any part of a day that is not a
working day) before any adjourned meeting. The electronic
submission of a proxy using Link Group's Signal shares online
portal or the completion and return of a Form of Proxy by post will
not preclude a member from attending and voting at the General
Meeting should they wish.
11. Irrevocable undertaking
The Board has received an irrevocable undertaking from Kaptungs
to procure that its holding of 7,768,792 Ordinary Shares, held
through its nominee, which represent approximately 87.21 per cent.
of the Issued Share Capital, are voted in favour of the Resolutions
by the registered holder of such Ordinary Shares. Accordingly, the
Resolutions are expected to be passed at the General Meeting.
This undertaking remains binding subject to a long stop date of
30 June 2023 on which it terminates.
12. Recommendation
The Directors consider that the Cancellation, the
Re-registration and adoption of the New Articles are in the best
interests of the Company and its Shareholders as a whole and,
therefore, unanimously recommend that you vote in favour of the
Resolutions at the General Meeting, as they intend to do, or
procure to be done, in respect of, in aggregate, 33,481 Ordinary
Shares (representing approximately 0.38 per cent. of the Issued
Share Capital) to which they are beneficially entitled.
APPIX II - DEFINITIONS
The following de nitions and technical terms apply throughout
this announcement , unless the context otherwise requires:
"Admission" the admission of the Ordinary
Shares to trading on AIM pursuant
to rule 6 of the AIM Rules
"AIM" the market of that name operated
by London Stock Exchange
"AIM Cancellation " or "Cancellation" the proposed cancellation of
admission of the Ordinary Shares
to trading on AIM
"AIM Rules " the rules and guidance for companies
whose shares are admitted to
trading on AIM entitled "AIM
Rules for Companies" published
by the London Stock Exchange,
as amended from time to time
"Business Day " a day (other than a Saturday
or Sunday or public holiday)
on which commercial banks are
open for general business in
London
"Cancellation Resolution" resolution numbered 1 of the
Resolutions
"Company" or "Mirada" Mirada plc, a company incorporated
in England and Wales with company
number 03609752, whose registered
office is 3rd Floor, Chancery
House, St Nicholas Way, Sutton,
Surrey SM1 1JB
"Directors" or "Board" the directors of the Company
at the date of this announcement
"Facility" the secured loan facility entered
into on 3 June 2019 between
the Lender and Mirada Iberia,
amended on 19 May 2020, assigned
from Mirada Iberia to the Company
on 22 September 2021, and amended
subsequently on 22 September
2022, 27 October 2022, and 22
December 2022, for an amount
of EUR 5,068,258.63
"FCA" the Financial Conduct Authority
of the United Kingdom
"Form of Proxy " the form of proxy for use in
relation to the General Meeting
which accompanies the Circular
"General Meeting " the general meeting of the Company
to be held at the offices of
Howard Kennedy LLP at No. 1
London Bridge, London SE1 9BG
at 12 noon on 9 June 2023
"Group" the Company and its subsidiaries
and subsidiary and associated
undertakings at the date of
this announcement
"Independent Director " means such of the Directors
who are deemed to be independent
for the purposes of the Relationship
Agreement, being Matthew Peter
Earl
"Issued Share Capital" the 8,908,435 Ordinary Shares
in issue at the date of this
announcement
"JP Jenkins" JP Jenkins, a trading name of
CrowdX Limited which is an appointed
representative of Prosper Capital
LLP, which is authorised and
regulated by the Financial Conduct
Authority
"Kaptungs" Kaptungs Limited, an investment
company incorporated in the
Commonwealth of the Bahamas.
Kaptungs Limited is owned by
the Innokapk Trust and the Innokapi
Trust. Mr. Ernesto Luis Tinajero
is the settlor of these trusts
and is also the beneficiary,
along with his family
"Lender" Leasa Spain S.L.U., a Spanish
Company with registered office
in Calle Serrano, 41, 4deg,
28001 Madrid, Spain and holding
taxpayer identification number
B-87005807, registered in the
commercial registry of Madrid,
to the book 32,267, Sheet 50,
Page M-580776, Section 8 and
duly represented by Ernesto
L. Tinajero
"London Stock Exchange" London Stock Exchange Group
plc
"Market Abuse Regulation" the EU Market Abuse Regulation,
which came into effect on 3
July 2016 and, alongside the
EU technical standards for the
EU Market Abuse Regulation,
was onshored into UK law on
31 December 2020 by the European
Union (Withdrawal) Act 2018,
inclusive of changes to the
EU Market Abuse Regulation made
by the Market Abuse Exit Regulations
2019;
"Matched Bargain Facility" the trading facility operated
by JP Jenkins to facilitate
trading in the Ordinary Shares
on a matched bargain basis following
Cancellation, details of which
are set out in this announcement
"Mirada Iberia" Mirada Iberia S.A.A., a Spanish
subsidiary company of the Company
with registered office in Avenida
de las Aguilas, 2-B, Planta
3, Ofcina 4, 28044 Madrid, Spain
and holding taxpayer identification
number A-82653213, registered
in the commercial registry of
Madrid, to the book 15,365,
Sheet 87, Page M-257759, Section
0 and duly represented by José
Luis Vázquez
"New Articles" the new articles of association
of Mirada to be adopted following
the passing of the Re-registration
Resolution
"Ordinary Shares" the ordinary shares of 100 pence
each in the capital of the Company
"Proposals" the Cancellation, Re-registration
and adoption of the New Articles
"Regulatory Information Service" a service approved by the FCA
for the distribution to the
public of regulatory announcements
"Registrar" Link Group whose registered
office is at 10th Floor, Central
Square, 29 Wellington Street,
Leeds, England, LS1 4DL
"Relationship Agreement " the relationship agreement dated
8 August 2018 and entered into
between, (1) the Company, (2)
Kaptungs, (3) Minles Corporate
Inc., (4) Kronck Business S.A.,
(5) Mr. Ernesto Luis Tinajero,
(6) Mr. Enrique Septién
Suarez, (7) Mr. Martinez and
(8) Allenby Capital Limited
"Re-registration " the re-registration of Mirada
as a private limited company
and the consequential adoption
of the New Articles
"Re-registration Resolution" resolution numbered 2 of the
Resolutions
"Resolutions" the resolutions proposed to
be passed at the General Meeting,
being the Cancellation Resolution
and the Re-registration Resolution
"Shareholder(s)" a holder(s) of Ordinary Shares
"Share Scheme " the Mirada Plc share option
plan, under which there are
currently 38,735 share options
outstanding over new Ordinary
Shares which expire in December
2023
"Takeover Code " the City Code on Takeovers and
Mergers
"Takeover Panel" the UK Panel on Takeovers and
Mergers
"United Kingdom or UK" the United Kingdom of Great
Britain and Northern Ireland
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END
MSCARMRTMTJBBBJ
(END) Dow Jones Newswires
May 18, 2023 02:00 ET (06:00 GMT)
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