Mirriad Advertising Regulatory News (MIRI)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, INCLUDING BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF UK MAR.

14 April 2023

Mirriad Advertising plc

("Mirriad", the "Company" or "Group")

Update on Strategic Review and Formal Sale Process

Mirriad, the leading in-content advertising company, provides an update regarding the Strategic Review and Formal Sale Process announced on 20 January 2023.

Further to Mirriad's announcement on 29 March 2023 and following discussions with interested parties regarding a potential investment into or a potential acquisition of the Company, the board of the Company has concluded that there is no prospect that an offer for the issued and to be issued share capital of the Company will be forthcoming by early April and has accordingly decided to terminate the formal sale process under the City Code on Takeovers and Mergers (the "Takeover Code"). The Company is not in discussions with any party in relation to a sale and is not in receipt of any approaches. Accordingly, the Company is no longer in an offer period and the requirement to make disclosures under Rule 8 of the Takeover Code has now ceased.

Further to the Company's announcement on 20 January 2023, in which it detailed that the Company has sufficient cash to fund operations until the third quarter of 2023, Mirriad advises that its cash position as at 31 March 2023 was £7.52m. Consequently, the Board continues to assess all of its strategic options, including seeking additional funding. If further funding cannot be raised, the Board will consider all options and will take the appropriate steps to preserve value for key stakeholders. There can be no certainty that the terms of any investment received will be suitable.

The Board will continue to update the market further as appropriate.

ENDS

Enquiries:

Mirriad Advertising plc

Stephan Beringer, Chief Executive Officer

David Dorans, Chief Financial Officer

Via Charlotte Street Partners or Panmure Gordon

Joint Financial Adviser, Nominated Adviser and Joint Broker:

Panmure Gordon

James Sinclair-Ford / Daphne Zhang (Corporate Advisory)

Rupert Dearden (Corporate Broking)

Tel: +44 (0)20 7886 2500  

Joint Financial Adviser:

IEG

Mirko Heide, Managing Director

Tel: +49 (0)172 9906353

Jan Wyrowinski, Vice President

Tel: +49 (0)173 2578948

Email: mirriad@ieg-banking.com 

Joint Broker:

Baden Hill

Craig Fraser

Tel: +44 (0)20 3951 8904

PR:

Charlotte Street Partners

Tom Gillingham

Tel: +44 (0) 7741 659021

About MirriadMirriad's award-winning solution creates new advertising inventory for brands. Our patented, AI and computer vision powered platform dynamically inserts products and innovative signage formats after content is produced. Mirriad's market-first solution creates a new revenue model for content owners distributing across traditional ad supported and subscription services, and dramatically improves the viewer experience by limiting commercial interruptions. Mirriad currently operates in the US, Europe and Asia. 

IMPORTANT NOTICES

IEG, which is not authorised and regulated by any financial regulator in the UK or EU, is acting as Joint Financial Adviser exclusively for Mirriad and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Mirriad for providing advice in relation to matters referred to in this announcement. Neither IEG, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of IEG in connection with this announcement, any statement contained herein or otherwise.

Panmure Gordon, which is authorised and regulated by the FCA in the UK, is acting as Joint Financial Adviser, Nominated Adviser and Joint Broker exclusively for Mirriad and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Mirriad for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Panmure Gordon, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein or otherwise. 

Baden Hill, a trading name of Northland Capital Partners Ltd is authorised and regulated by the FCA in the UK, is acting as Joint Broker exclusively for Mirriad and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Mirriad for providing the protections afforded to its clients or for providing advice in relation to matters referred to in this announcement. Neither Baden Hill, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Baden Hill in connection with this announcement, any statement contained herein or otherwise. 

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the formal sale process, and other information published by the Company contain statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

The Formal Sale Process relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in the announcement may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Formal Sale Process, since the Company is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue the Company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel the Company and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Publication on website

For the purposes of Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Mirriad's website at www.mirriadplc.com/investor-relations promptly following its publication and in any event no later than 12 noon (London time) on the business day following the release of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.