TIDMMIRA
RNS Number : 8967A
Mirada PLC
17 September 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
17 September 2018
Mirada plc
("Mirada", the "Company" or the "Group")
Proposed loan capitalisation
Proposed subscription for new ordinary shares
and
Notice of General Meeting
Mirada plc (AIM: MIRA), a leading audio-visual content
interaction specialist, announces that the Company has
conditionally raised GBP3 million before expenses, by way of a
subscription of 300 million new Ordinary Shares at 1p per share by
a substantial shareholder of the Company, Kaptungs Limited
("Kaptungs"). The Company has also entered into a conditional
agreement with Kaptungs in respect of the capitalisation of an
outstanding GBP3 million loan facility, which will result in the
Company's obligation to repay the 2018 Secured Facility (announced
on 7 March 2018) being satisfied and discharged through the
capitalisation of the loan facility into 300 million new Ordinary
Shares at 1p per share.
The Company will tomorrow publish a Circular to Shareholders
setting out full details of and reasons for the Proposals, which
are also set out in this announcement below as an extract of the
Chairman's Letter from the Circular.
The Circular will contain notice of a General Meeting of the
Company, to be held at the offices of Howard Kennedy LLP at No.1
London Bridge, London SE1 9BG at 2.00 p.m. on 4 October 2018.
The Proposals are conditional, inter alia, on the passing of the
Resolutions at the General Meeting and Admission becoming
effective. Application will be made for the Subscription Shares and
the Loan Capitalisation Shares to be admitted to trading on AIM,
conditional on the Resolutions being passed. It is expected that if
the Resolutions are passed, Admission will occur at 8.00 a.m. on 5
October 2018.
The Proposals as a whole would, if the Resolutions are approved
at the GM, result in the allotment and issue of 600,000,000 new
Ordinary Shares, representing, in aggregate, approximately 67.35
per cent. of the Enlarged Issued Share Capital.
The Subscription and Loan Capitalisation are being undertaken
with Kaptungs. Therefore, on Admission, Mr Ernesto Tinajero would,
through his indirect interest in Kaptungs, be beneficially
interested in a total of 776,879,163 Ordinary Shares, representing
approximately 87.21 per cent. of the Enlarged Issued Share
Capital.
The Subscription and the Loan Capitalisation are both related
party transactions pursuant to rule 13 of the AIM Rules, due to Mr
Ernesto Tinajero (through his interest in Kaptungs) being a
substantial shareholder in the Company pursuant to the AIM Rules.
The Directors, having consulted with Allenby Capital, the Company's
Nominated Adviser, consider that the terms of the Subscription and
the Loan Capitalisation are fair and reasonable insofar as the
Company's shareholders are concerned.
The attention of Shareholders is drawn to the Directors'
recommendation in the Circular that Shareholders vote in favour of
the Resolutions to be proposed at the General Meeting.
The Circular will be available for download from the Company's
website, www.mirada.tv tomorrow.
All capitalised terms used throughout this announcement shall
have the meanings given to such terms in the Definitions section
set out at the end of this announcement.
Enquiries:
Mirada plc
José Luis Vázquez, Chief +44 (0) 207 868 2104
Executive Officer investors@mirada.tv
Gonzalo Babío, Finance Director
Newgate Communications
Bob Huxford +44 (0) 20 7653 9850
James Browne mirada@newgatecomms.com
Allenby Capital Limited (Nominated
Adviser and Broker)
Jeremy Porter / Alex Brearley / Liz
Kirchner +44 (0) 20 3328 5656
About Mirada
Mirada creates and manages products and services for digital TV
operators and broadcasters. With almost 20 years of experience, the
Company focuses on the future of Digital TV - multiscreen cross -
platform navigation - anytime, anywhere. It offers a complete suite
of end-to-end modular products for set-top boxes, PC, smartphones
and tablets, all with innovative state-of-the-art user interface
designs.
Mirada's products and solutions 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. Headquartered in London, Mirada has commercial
representation across Europe, Latin America and Southeast Asia and
operates technology centres in the UK and Spain.
For more information, visit www.mirada.tv.
EXTRACTS FROM THE CIRCULAR
The following has been extracted from, and should be read in
conjunction with, the Circular to Shareholders, which will be
available tomorrow from the Company's website, www.mirada.tv. Any
references 'this document' refer to the Circular.
LETTER FROM THE CHAIRMAN OF THE COMPANY
Proposed loan capitalisation
Proposed subscription for new ordinary shares
and
Notice of General Meeting
1. Introduction
The Company has conditionally raised GBP3 million before
expenses, by way of the Subscription from Kaptungs, and has also
entered into an agreement with Kaptungs in respect of the Loan
Capitalisation, which will result in the Company's obligation to
repay the 2018 Secured Facility being satisfied and discharged
through a capitalisation into new Ordinary Shares.
The Proposals are conditional, inter alia, on the passing of the
Resolutions at the General Meeting and Admission becoming
effective. Application will be made for the Subscription Shares and
the Loan Capitalisation Shares to be admitted to trading on AIM,
conditional on the Resolutions being passed. It is expected that if
the Resolutions are passed, Admission will occur at 8.00 a.m. on 5
October 2018.
The purpose of this letter is to explain to Shareholders the
background to and reasons for the Subscription and the Loan
Capitalisation and to seek Shareholders' approval for the passing
of the Resolutions at the General Meeting in order to enable the
Directors to complete the Subscription and the Loan Capitalisation.
The Notice is set out at the end of this document and a Form of
Proxy is also enclosed for Shareholders to complete.
2. Background to and reasons for the Proposals
The August 2018 Circular sought Shareholders' approval for the
passing of resolutions in a general meeting to allow the Company to
discharge its liability to repay three unsecured loan facilities
totalling GBP1.7 million through the issue of new Ordinary Shares.
The Company announced on 29 August 2018 that the resolutions had
been passed and the new Ordinary Shares arising following such
approval were admitted to trading on AIM on 30 August 2018.
The August 2018 Circular provided an overview of Mirada's
current business, services, customers, strategy and business model
as well as an update on its current trading and prospects. The
August 2018 Circular is available from the Company's website at
https://www.mirada.tv/investors/financial-results/.
As noted in the August 2018 Circular, Mirada has been focussed
on expanding its sales pipeline and successfully converted two
opportunities in new territories in 2017, one being a contract with
US-based ATNi for deployments in the Caribbean and the other, a
contract with Digital TV Cable in Bolivia.
Subject to an individual customer's requirements, the Company
can offer customers an 'opex' model whereby it provides
subscriber-based licences on a 'software-as-a-service' model with
lower set-up fees for customers, affording the potential for more
diversified revenue streams, a greater proportion of recurring
monthly revenues and increased competitiveness within the
market.
Following customer consultation, the Board believes that the
opex model's lower entry price and recurring expenses linked to
deployment growth are more attractive for certain customers, as
these are better aligned to such customers' longer-term business
models. The opex model also allows these customers to have a more
up-to-date service with periodic access to newer versions of
Mirada's product, notwithstanding that the opex model is costlier
to the customer in the long term.
Whilst there are clear customer benefits to the opex model, it
requires a significant initial working capital commitment from
Mirada, which is in contrast to the Group's alternative business
model whereby a greater proportion of fees are paid initially by
customers but with fewer opportunities to receive significant
recurring monthly revenues.
The Company is actively seeking to win new contracts and the
Directors believe that a sufficiently strengthened balance sheet
will enhance Mirada's standing in its industry and thereby assist
the conversion of opportunities in its pipeline. The Board also
believes that it is important that the Company has sufficient funds
to cover increasing demand for professional services projects from
customers, or to mitigate potential delays in projects. Further, in
order to ensure that the Company can complete implementation of the
ATNi and Digital TV Cable contracts and other potential opex model
contracts, the Directors consider it essential that the Group be
sufficiently funded. One of the four locations for ATNi has now
been installed and is expected to go live shortly, and in Bolivia,
commercial launch of the first phase is expected in the next two
months.
It was indicated in the August 2018 Circular that the Board may
seek to negotiate a capitalisation of the 2018 Secured Facility
into new Ordinary Shares, should the terms of any such transaction
be deemed to be in the best interests of the Company, and that the
Board may also seek to conduct an equity fundraise in order to
further strengthen the Company's balance sheet. In addition, the
Proposals are to ensure the Company will have sufficient working
capital for at least the next 12 months.
Accordingly, the Company is seeking Shareholders' approval of
the Resolutions in order to authorise: (i) the allotment and issue
of the Subscription Shares in respect of the GBP3 million
fundraising pursuant to the Subscription; and (ii) the allotment
and issue of the Loan Capitalisation Shares in satisfaction and
discharge of the Company's obligation to repay the 2018 Secured
Facility pursuant to the Loan Capitalisation.
3. Details of the 2018 Secured Facility
The 2018 Secured Facility is a loan facility for up to GBP3
million, comprising two tranches: GBP1.5 million which could be
drawn down within two months of the date of the 2018 Secured
Facility (failing which the 2018 Secured Facility would be
cancelled) and thereafter up to a further GBP1.5 million which
could be drawn down in minimum tranches of GBP100,000, with any
amount not drawn down within 11 months of the date of the Facility
then being cancelled. The 2018 Secured Facility has been drawn down
in full.
The 2018 Secured Facility has a term of one year and funds drawn
down under the 2018 Secured Facility are repayable on the maturity
date (being 6 March 2019). The Company can elect to give notice of
early repayment of sums drawn down under the 2018 Secured Facility,
in whole or in part, at any time which is two months after the date
of the 2018 Secured Facility, subject to any repayment being for a
minimum amount of GBP50,000 or multiples thereof. Any amounts which
are repaid under the 2018 Secured Facility will cease to accrue
interest and cannot be re-borrowed or redrawn.
The 2018 Secured Facility has been secured by way of a Spanish
law first ranking pledge in favour of Kaptungs over the credit
rights (equivalent to receivables due) under a master agreement and
software licence agreement entered into between Mirada Iberia,
S.A.U (a subsidiary of Mirada) and ATNi.
The 2018 Secured Facility bears an interest rate of 15 per cent.
per annum on monies drawn down, payable quarterly in arrears.
Should an event of default occur, an additional 2 per cent.
interest per annum will be charged until the 2018 Secured Facility
has been repaid in full. The 2018 Secured Facility, and all
applicable interest, is immediately repayable early on certain
customary events of default occurring.
4. Details of the Subscription and Loan Capitalisation
The Company and Kaptungs have entered into an agreement pursuant
to which, conditional on the passing of the Resolutions and
Admission, Kaptungs will subscribe for a total of 300,000,000 new
Ordinary Shares at a subscription price of 1p per share, which
represents a premium of 48 per cent. of the closing mid-market
price of an Ordinary Share at the close of business on 14 September
2018, in order to raise gross proceeds of GBP3 million for the
Company, before expenses. The net proceeds of the Subscription will
be used for the Company's general working capital purposes and for
the purposes described in section 2 above.
In addition, the Company and Kaptungs have entered into a
capitalisation agreement in order to effect the Loan
Capitalisation, pursuant to which, conditional on the passing of
the Resolutions and Admission, a total of 300,000,000 new Ordinary
Shares are to be allotted and issued to Kaptungs at a price of 1p
per share in satisfaction of the repayment in full by the Company
of the 2018 Secured Facility.
The Company currently has insufficient authority to allot and
issue the Subscription Shares and the Loan Capitalisation Shares
and accordingly both the Subscription and the Loan Capitalisation
are conditional upon, inter alia, the passing of the Resolutions.
Therefore, the Resolutions will be put to Shareholders at the
General Meeting in order to provide the Directors with the
necessary allotment authorities in accordance with the Act to allot
and issue the Subscription Shares and the Loan Capitalisation
Shares and to allot such shares otherwise than on a non-pre-emptive
basis.
In addition, the Subscription and the Loan Capitalisation are
conditional, inter alia, on Admission. Application will be made for
the Subscription Shares and the Loan Capitalisation Shares to be
admitted to trading on AIM and it is expected that their admission
to AIM will take place on or around 5 October 2018.
The Proposals as a whole would, if the Resolutions are approved
at the GM, result in the allotment and issue of 600,000,000 new
Ordinary Shares, representing, in aggregate, approximately 67.35
per cent. of the Enlarged Issued Share Capital.
The Subscription and Loan Capitalisation are being undertaken
with Kaptungs. Therefore, on Admission, Mr Ernesto Tinajero would,
through his indirect interest in Kaptungs, be beneficially
interested in a total of 776,879,163 Ordinary Shares, representing
approximately 87.21 per cent. of the Enlarged Issued Share
Capital.
Mr Tinajero is a long-term supporter of the Company. Between
1996 and 2003, he was a majority shareholder, Chairman and CEO of
Group Cable TV S.A. de C.V. ("Cablecom"), the third largest
multiple systems operator in Mexico. Cablecom was a customer of
Mirada and is now part of the Televisa Group, a current major
customer of Mirada that owns izzi Telecom. The predecessor to
Cablecom was founded by Mr Tinajero's family in 1963.
Mr Tinajero is a member of a concert party (for the purposes of
the Takeover Code), which also includes Kaptungs, Mr Enrique
Septién Suárez, Mr Luis Martínez Ocariz, Kronck Business S.A. and
Minles Corporation Inc. Further details regarding this concert
party and its members can be found in the August 2018 Circular. The
current interests in the ordinary share capital of the Company of
this concert party and their interests as they would be on
Admission (assuming no further issues of Ordinary Shares other than
the Subscription Shares and the Loan Capitalisation Shares) are as
follows:
As at the date of On Admission
this document
Name No. of Ordinary % of Existing No. of Subscription Interest % of Enlarged
Shares Issued Share Shares and in Ordinary Issued Share
Capital Loan Capitalisation Shares and Capital and
and voting Shares to voting rights voting rights
rights of be allotted of the Company of the Company
the Company and issued
Kaptungs
* 176,879,163 60.82 600,000,000 776,879,163 87.21
Kronck Business
S.A** 13,392,857 4.60 - 13,392,857 1.50
Minles Minles
Corporation
Inc*** 2,535,714 0.87 - 2,535,714 0.28
Total 192,807,734 66.29 600,000,000 792,807,734 89.00
* Includes Ordinary Shares held by Kaptungs and Ordinary Shares
held by Chase Nominees Limited on behalf of Kaptungs. Kaptungs is
owned by the Innokapk Trust and the Innokapi Trust. Mr Tinajero is
the settlor of these trusts and also the beneficiary, along with
his family.
** Kronck Business S.A. is beneficially owned by Mr Septién
*** Minles Corporation Inc is beneficially owned by Mr
Martínez
The Subscription Shares and the Loan Capitalisation Shares will,
when allotted and issued, be credited as fully paid and will rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends or other distributions
made, paid or declared in respect of such shares after the date of
Admission.
Due to the number of Ordinary Shares in which Mr Tinajero is
beneficially interested, a relationship agreement is in place, as
detailed in the August 2018 Circular, to seek to ensure that the
Company will be capable of carrying on its business independently
of Mr Tinajero and that any future transactions between the Company
and Mr Tinajero will be at arm's length and on a normal commercial
basis.
5. Related Party Transaction
The Subscription and the Loan Capitalisation are both related
party transactions pursuant to rule 13 of the AIM Rules, due to Mr
Ernesto Tinajero (through his interest in Kaptungs) being a
substantial shareholder in the Company pursuant to the AIM Rules.
The Directors, having consulted with Allenby Capital, the Company's
Nominated Adviser, consider that the terms of the Subscription and
the Loan Capitalisation are fair and reasonable insofar as the
Company's shareholders are concerned.
6. General Meeting
Set out at the end of this document is a notice convening the
General Meeting. A Form of Proxy for use by Shareholders in
connection with the General Meeting has been sent to Shareholders
with this document.
The Resolutions to be proposed at the General Meeting are, in
summary, as follows:
-- Resolution 1 is an ordinary resolution to authorise the
Directors, pursuant to section 551 of the Act, to allot shares in
the Company and/or to grant rights to subscribe for or to convert
any security into shares in the Company up to and including a
maximum nominal amount of GBP6,000,000 (being equivalent to
600,000,000 Ordinary Shares) in connection with the Loan
Capitalisation and the Subscription; and
-- Resolution 2 is a special resolution, conditional on the
passing of Resolution 1, and is to empower the Directors pursuant
to section 570 of the Act to disapply the statutory pre- emption
rights in relation to the allotment of equity securities up to an
aggregate nominal amount of GBP6,000,000 (being equivalent to
600,000,000 Ordinary Shares) in connection with the Loan
Capitalisation and the Subscription.
The authorities set out in Resolutions 1 and 2 are in addition
to the existing authorities conferred on the Directors by
Shareholders at general meetings of the Company held on 30 October
2017 and 29 August 2018.
Resolution 1 is an ordinary resolution and requires a simple
majority of those voting to vote in favour of the Resolution.
Resolution 2 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.
7. Action to be taken by Shareholders
Whether or not you propose to attend the General Meeting in
person, you are requested to complete the Form of Proxy in
accordance with the instructions printed on it and to return it to
the Company's registrar Link Asset Services, PXS, 34 Beckenham
Road, Kent, BR3 4TU, by post or by hand (during normal business
hours only), as soon as possible and in any event so as to arrive
no later than 2.00 p.m. on 2 October 2018. Completion and return of
the Form of Proxy will not preclude you from attending the General
Meeting and voting in person should you so wish.
If you hold Ordinary Shares in uncertificated form (that is, in
CREST) you may vote using the CREST Proxy Voting service in
accordance with the procedures set out in the CREST manual (please
also refer to the accompanying notes to the Notice). Proxies
submitted via CREST must be received by the Company's agent Link
Asset Services (ID: RA10) by no later than 2.00 p.m. on 2 October
2018 (or, in the case of an adjournment, not later than 48 hours
before the time fixed for the holding of the adjourned meeting).
This will enable your vote to be counted at the General Meeting in
the event of your absence. The use of the CREST Proxy Voting
service will not prevent you from attending and voting at the
General Meeting, or any adjournment thereof, in person should you
wish to do so.
8. Irrevocable undertakings
On 14 September 2018 Kaptungs entered into an irrevocable
undertaking in favour of the Company, pursuant to which it agreed
to vote in favour of all Resolutions at the General Meeting.
The Directors have undertaken to vote in favour of the
Resolutions in respect of their aggregate beneficial holdings of
4,087,501 Ordinary Shares, representing approximately 1.41 per
cent. of the Ordinary Shares in issue.
In aggregate, undertakings to vote in favour of Resolutions 1
and 2 have been received by the Company in respect of beneficial
holdings of 180,966,664 Ordinary Shares, representing approximately
62.22 per cent. of the Existing Issued Share Capital.
9. Recommendation
The Directors believe that the Loan Capitalisation and the
Subscription are in the best interests of the Company and the
Shareholders as a whole.
If the Resolutions are not passed then under the terms of the
2018 Secured Facility the Company will be required to repay all
funds drawn down under it by the Maturity Date (being 6 March
2019). The Directors believe that seeking to repay the 2018 Secured
Facility would be to the severe detriment of the Company
particularly as sufficient funds are not currently available to the
Company to repay the amounts drawn. Given the Company's current and
anticipated working capital requirements, the Directors believe
that should the Resolutions not be passed and if the Company was
required to repay the 2018 Secured Facility upon its maturity,
then, in the absence of other financing being available, repayment
might only be possible if the Company made very substantial
reductions in its workforce and operations. The Directors believe
that the impact of taking such drastic actions would make it
unfeasible for the Company to meet the requirements of its customer
contracts, which could lead to potential claims and applicable
penalties from existing customers, with the Company also suffering
reputational damage and being unable to pursue new business
opportunities. This, in turn, would severely impact the Company's
working capital position.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions as they have
undertaken to do in respect of their own aggregate beneficial
holdings of 4,087,501 Ordinary Shares, representing approximately
1.41 per cent. of the Existing Issued Share Capital.
Yours faithfully,
Francis Coles
Non-Executive Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times set out below are based on the Company's
current expectations and may be subject to change. References to
times in this document are to London times, unless otherwise
stated.
2018
Publication of this document and the Form 18 September
of Proxy
Latest time and date for receipt of Forms 2.00 p.m. on 2 October
of Proxy
General Meeting 2.00 p.m. on 4 October
Admission and completion of the Subscription 8.00 a.m. on 5 October
and Loan Capitalisation
STATISTICS
Number of Ordinary Shares in issue as at the date
of this document 290,843,408
Subscription Price 1 penny
Number of Subscription Shares proposed to be issued
pursuant to the Subscription 300,000,000
Number of Loan Capitalisation Shares proposed
to be issued pursuant to the Loan Capitalisation 300,000,000
Total number of Ordinary Shares in issue on Admission
and on completion of the Subscription and the
Loan Capitalisation 890,843,408
Percentage of the Enlarged Issued Share Capital 67.35 per
represented by the Subscription Shares and the cent.
Loan Capitalisation Shares
DEFINITIONS
The following terms and definitions apply throughout this
document, unless the context requires otherwise:
"2018 Secured Facility" the secured one-year loan facility for
up to GBP3 million provided by Kaptungs,
as announced by the Company on 7 March
2018, further details of which can be
found in section 3 of this document
"Act" or "Companies the Companies Act 2006, as amended
Act"
"Admission" the admission of both the Subscription
Shares and the Loan Capitalisation Shares
to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" the market of that name operated by London
Stock Exchange
"AIM Rules" the AIM Rules for Companies, as published
by London Stock Exchange
"ATNi" ATN International, Inc., a NASDAQ-listed
company, which provides pay TV, wireless
and wireline telecommunications services
in several US and Caribbean locations
under various trade names
"August 2018 Circular" the circular to Shareholders published
by the Company on 9 August 2018
"Company" or "Mirada" Mirada plc, a company incorporated in
England and Wales with company number
03609752, whose registered office is
68 Lombard Street, London EC3V 9LJ
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in the
Regulations)
"Digital TV Cable" Digital TV Cable Edmund S.R.L., a Bolivian
pay TV operator and broadband services
provider
"Directors" or "Board" the directors of the Company at the date
of this document, as set out on page
4 of this document
"Enlarged Issued Share the issued ordinary share capital of
Capital" the Company immediately following the
allotment and issue of the Subscription
Shares and the Loan Capitalisation Shares
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST
"Existing Ordinary Share(s)" the 290,843,408 Ordinary Shares in issue
or "Existing Issued at the date of this document
Share Capital"
"FCA" the Financial Conduct Authority of the
United Kingdom
"Form of Proxy" the form of proxy which accompanies this
document for use in connection with the
General Meeting
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"General Meeting" the general meeting of the Company to
be held at 2.00 p.m. on 4 October 2018,
notice of which is set out at the end
of this document
"Group" the Company and its subsidiaries and
subsidiary and associated undertakings
at the date of this document
"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 Tinajero is the settlor of
these trusts and is also the beneficiary,
along with his family
"Loan Capitalisation" the discharging of the Company's liability
to repay the whole of the amount outstanding
and drawn down, being GBP3 million, pursuant
to the 2018 Secured Facility (excluding
any interest) in consideration for the
Company treating the amount so discharged
as payment in full for the subscription
of the Loan Capitalisation Shares, credited
as fully paid, at the Subscription Price
per share
"Loan Capitalisation the 300,000,000 new Ordinary Shares to
Shares" be allotted and issued, credited as fully
paid, pursuant to the Loan Capitalisation
at the Subscription Price per share
"London Stock Exchange" London Stock Exchange plc
"Maturity Date" 6 March 2019, being the date that is
12 months from the date of the 2018 Secured
Facility when funds drawn down under
the 2018 Secured Facility are repayable
"Notice" the notice convening the General Meeting
which is set out at the end of this document
"Ordinary Shares" the ordinary shares of 1 penny each in
the capital of the Company
"Proposals" the Subscription and the Loan Capitalisation
"Prospectus Rules" the Prospectus Rules issued by the FCA
and made under Part VI of FSMA
"relevant securities" relevant securities includes: (i) shares
and any other securities carrying voting
rights; (ii) equity share capital (or
derivatives referenced thereto); and
(iii) securities carrying conversion
or subscription rights (including traded
options) of the Company
"Resolutions" the resolutions to be proposed at the
General Meeting which are set out in
the Notice
"Restricted Jurisdiction(s)" the United States of America, Canada,
Australia, New Zealand, the Republic
of South Africa, Japan and/or the Russian
Federation
"Shareholder(s)" holder(s) of Ordinary Share(s) from time
to time
"Subscription" the conditional subscription by Kaptungs
of the Subscription Shares at the Subscription
Price per share
"Subscription Price" 1 penny
"Subscription Shares" the 300,000,000 new Ordinary Shares to
be allotted and issued pursuant to the
Subscription at the Subscription Price
per share
"Takeover Code" the UK City Code on Takeovers and Mergers
(as amended from time to time)
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland, its territories and
possession, and all areas subject to
its jurisdiction
A reference to "GBP" is to pounds sterling, the lawful currency
of the UK.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Loan
Capitalisation Shares and Subscription Shares have been subject to
a product approval process, which has determined that the Loan
Capitalisation Shares and Subscription Shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, investors should note that: the price of
the Loan Capitalisation Shares and Subscription Shares may decline
and investors could lose all or part of their investment; Loan
Capitalisation Shares and Subscription Shares offer no guaranteed
income and no capital protection; and an investment in Loan
Capitalisation Shares and Subscription Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Loan Capitalisation and the Subscription. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, only
investors who have met the criteria of professional clients and
eligible counterparties have been procured. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to Loan Capitalisation Shares and
Subscription Shares.
- ENDS -
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEGGUCUBUPRPUQ
(END) Dow Jones Newswires
September 17, 2018 02:00 ET (06:00 GMT)
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