12 Nov 2019 07:00
12 November 2019
Mirada plc
("Mirada" or the "Company")
Notice of General Meeting
Mirada plc (AIM: MIRA), a leading audio-visual content interaction specialist, announces that later today the Company will issue a notice of general meeting ("General Meeting") to shareholders. The General Meeting will be held at 12 noon on 2 December 2019 at the offices of Howard Kennedy LLP at No.1 London Bridge, London SE1 9BG.
The purpose of the General Meeting is to seek the approval of shareholders to undertake the cancellation of the sum of £10,041,407 standing to the credit of the share premium account of the Company (the "Share Premium Account Cancellation") in order to strengthen the Company's balance sheet.
A copy of the circular containing the Notice of General Meeting will shortly be available on the Company's website at www.mirada.tv.
Defined terms used in this announcement have the same meaning as set out in the circular.
Details of the Share Premium Account Cancellation
As at 31 March 2019, the Company had a balance of £10,041,407 on its share premium account and an accumulated deficit on its audited profit and loss account of £12,444,631.
As at 31 March 2019, the amount credited to the Company's balance sheet as paid up share capital was £8,908,435. Accordingly, the proportion of the Company's accumulated losses to the aggregate of its share capital, share premium and other reserves was approximately 65.7%. In accordance with EU Regulation 651/2014 the Company's overseas subsidiary, Mirada Iberia SAU, would currently be restricted from obtaining certain types of additional publicly funded research and development loans that are available in Spain from the Centre for the Development of Industrial Technology on advantageous commercial terms, unless the accumulated losses of the Company are less than 50% of the aggregate of its total share capital, share premium and other reserves. Therefore, by cancelling the Company's share premium account and crediting such amount to the Company's balance sheet Mirada Iberia SAU should then be able to improve its position to access such publicly funded loans, should it be required, as its accumulated losses will then be less than 50% of its share capital and other reserves.
In addition, the deficit on the Company's profit and loss account also prevents the Company from being able to pay dividends or to purchase its own shares until such time as the deficit on its profit and loss account has been eliminated by profits in excess of the deficit. Whilst it is not anticipated that the share premium account cancellation, which will result in the balance being credited to the Company's profit and loss account, will eliminate the entire deficit on the Company's profit and loss account it will greatly reduce this deficit thus strengthening the Company's balance sheet and therefore its commercial position when entering into discussions with customers and funders.
The Act allows a company to reduce its share premium account unless it is prohibited from doing so by its articles. The Company is permitted by the Articles to reduce its share premium account. A company, having obtained the approval of its shareholders to a reduction of its share capital by the passing of a special resolution at a general meeting, would then be able to effect such reduction once it has been confirmed by the High Court and registered at Companies House. Accordingly, subject to the approval of the Shareholders at the General Meeting and the approval of the High Court, it is intended to implement the Share Premium Account Cancellation which will comprise the cancellation of the amount standing to the credit of the share premium account of the Company, which as at 31 March 2019, was £10,041,407.
The Share Premium Account Cancellation will result in the creation of a new reserve against which the Company expects to then credit its profit and loss account, subject to any undertakings given to the High Court for the purpose of protecting the Company's creditors at the date of the Share Premium Account Cancellation.
Prior to approving the proposed Share Premium Account Cancellation, the High Court will need to be satisfied that the interests of the Company's creditors are not adversely affected. The Company will put into place such form of creditor protection as the High Court shall require.
Authority for the Share Premium Account Cancellation will be sought by the proposal of the Resolution at the GM. The Directors reserve the right to abandon or to discontinue any application to the High Court if they believe that the terms required to obtain confirmation are unsatisfactory to the Company. Once the Share Premium Account Cancellation has been completed and any undertakings given to the High Court have also been satisfied, the Company, once it has an accumulated surplus on its profit and loss account, would then be in a position to pay dividends or purchase its own shares thereafter, should circumstances in the future make it desirable to do so.
The Share Premium Account Cancellation does not affect the voting or dividend rights of Shareholders and will not affect the number of Ordinary Shares in issue or the nominal value per Ordinary Share.
General Meeting
The Resolution to be proposed at the General Meeting is a special resolution to cancel the share premium account of the Company at the date an order is made confirming such cancellation by the High Court.
The Resolution is a special resolution and will require not less than 75 per cent. of those voting in person or on a poll by proxy to vote in favour of the Resolution.
Recommendation
The Directors of the Company believe that the Proposal set out in the circular is in the best interests of the Company and Shareholders and recommend Shareholders to vote in favour of the Resolution as they intend to do in respect of their aggregate holding of 40,871 Ordinary Shares representing approximately 0.46 per cent of the Ordinary Shares in issue at the date of the circular.
Enquiries:
Mirada plc José Luis Vázquez, Chief Executive Officer Gonzalo Babío, Chief Financial Officer | +44 (0) 207 868 2104 investors@mirada.tv |
Allenby Capital Limited (AIM Nominated Adviser and Broker) Jeremy Porter Liz Kirchner James Hornigold
| +44 (0) 20 3328 5656 |
Newgate Communications Bob Huxford Tom Carnegie | +44 (0) 207 680 6550 mirada@newgatecomms.com |
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, ATNI, Digital TV Cable Edmund, Skytel, Telefonica, Sky, Virgin Media, BBC, ITV and France Telecom. Headquartered in London, 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.