13 Nov 2012 12:58
13 November 2012 mirada plc ("mirada" or "the Company") (AIM: MIRA) Director's shareholding and capitalisation of certain liabilities
mirada plc, the AIM-quoted audiovisual interaction specialist, is pleased to announce that it has entered into agreement with all of the convertible loan note holders to capitalise the outstanding interest accrued on the secured 10% convertible loan note ("Convertible Loan") into new ordinary shares in mirada.
In March 2010 and February 2011, mirada issued, in aggregate, a total of £1.42 million Convertible Loan to, inter alia, certain shareholders representing the interest of certain directors and or substantial shareholders; being Naropa Cartera S.L.U ("Naropa"), Asesoria Digital S.L. ("Asesoria") and Baring Iberia II Inversion en Capital, F.C.R ("Baring"). Under the terms of the Convertible Loan, interest is due of 10%, payable quarterly, which since issue has been accrued by the Company. Agreement has now been reached with the Convertible Loan holders to capitalise interest payable to 31 March 2013 under the Convertible Loan of some £412,339.58 at 11.75p per share, being the closing mid-market price of the mirada shares on 9 November 2012, to 3,509,273 new ordinary shares of 1 penny each in the Company ("New Ordinary Shares") (the "Capitalisation").
The Board believes that the Capitalisation will help strengthen the Company's balance sheet and, following the Company's improved financial performance as set out in the interim results to 30 September 2012 announced on 1 November, demonstrates continued support in mirada from the Convertible Loan holders.
Javier Herrero (Non-Executive Director) and Carlos Vizcayno (Non-Executive Director) represent the interests of Naropa. Rafael Martn Sanz (Non-Executive Director) has the controlling interest in Asesoria. Javier Casanueva (Non-Executive Director) is a partner of Baring. Under AIM Rule 13 the participation in the Capitalisaton by Naropa, Asesoria and Baring, who are capitalising £118,282.20, £27,295.84 and £65,262.67 respectively, is a related party transaction for the purposes of the AIM Rules. Richard Alden (Chairman), Jos© Luis V¡zquez (Chief Executive officer), and Francis Coles (Non-Executive Director) consider, having consulted with Seymour Pierce Limited, that the terms of the Naropa, Asesoria and Baring participation in the Capitalisation is fair and reasonable insofar as the Shareholders are concerned.
SF Webb Capital Smaller Companies Growth Fund is a Convertible Loan holder and, following the Capitalisation, will have an interest in 2,197,088 ordinary shares representing approximately 6.19 per cent. of the enlarged issued share capital of the Company.
In addition, the Company has been today notified that Kasei 2000 S.L. ("Kasei"), which had an interest in 4,799,259 ordinary shares, is in the process of being dissolved. The interest in mirada shares held by Kasei have therefore been distributed to the owners of Kasei, being Naropa and Asesoria.
Following the Capitalisation and share distribution by Kasei as set out above, Naropa, Baring and Rafael Martin Sanz will have an interest in the following ordinary shares in the Company:
Capitalisation Kasei Number of Percentage of distribution shares enlarged following issued share Capitalisation capital of and Kasei Company distribution Naropa* 1,006,657 2,999,537 11,558,661 32.58% Baring 555,427 - 6,293,515 17.74% Rafael Martn Sanz 232,305 1,799,722 2,032,027 5.73%
* Naropa is a wholly-owned subsidiary of Naropa Capital S.L., a company controlled by the Fernandez Fermoselle family.
Application has been made to the London Stock Exchange for admission of the 3,509,273 New Ordinary Shares to be issued pursuant to the Capitalisation to be admitted to trading on AIM. Admission is expected to occur on 15 November 2012.
For the purposes of the Disclosure and Transparency Rules, mirada's total issued share capital following the issue of the 3,509,273 New Ordinary Shares consists of 35,482,696 ordinary shares of 1 penny each.
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, mirada, under the Disclosure and Transparency Rules.
Enquiries:mirada plc +44 (0) 207 549 5678 Jose Luis Vazquez, Chief Executive Officer Bishopsgate Communications +44 (0) 207 562 3350 Nick Rome/Sam Allen/ Matt Low mirada@bishopsgatecommunications.com
Seymour Pierce Limited (Nominated Advisor & Broker) +44 (0) 207 107 8000 Mark Percy (Corporate Finance)
David Banks (Corporate Broking) Peterhouse Corporate Finance (Joint Broker) +44 (0) 207 469 0937 Jon Levinson About mirada
mirada creates and manages services for digital TV platforms and broadcasters which enable consumers to interact with and purchase digital content on television, mobile, online and bespoke devices. mirada's products and solutions are used worldwide to deliver interactive TV, Video on Demand, digital marketing and payment services. Its products and services have been deployed by some of the biggest names in digital media and broadcasting including Sky, Virgin Media, BBC, ITV, France Telecom and Telef³nica. Headquartered in London, mirada has commercial offices across Europe and Latin America and operates technical centres in the UK and Spain. For more information, visit www.mirada.tv.
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