2nd Jun 2025 12:47
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
2 June 2025
Mirriad Advertising plc
("Mirriad" or the "Company")
Result of General Meeting
Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising and virtual product placement company, announces that, at its General Meeting held earlier today, the resolutions required to implement the Fundraise, details of which set out in the Company's announcement on 13 May 2025 (the "Launch Announcement") were duly passed without amendment.
Results of General Meeting
At the General Meeting, Resolutions 1 to 3 were duly passed and Resolution 4 was withdrawn. Resolutions 1 and 2 were passed on a show of hands and the proxy votes received from Shareholders were as follows:
Resolution | In favour |
| Against |
| Withheld** |
| Votes | %* | Votes | %* | Votes |
1 | 92,404,424 | 99.80% | 184,355 | 0.20% | 4,622 |
2 | 92,404,424 | 99.80% | 184,355 | 0.20% | 4,622 |
Had Resolutions 1 and 2 been proposed on a poll, the Resolutions would still have passed and the results of the poll votes would have been as follows:
Resolution | In favour |
| Against |
| Withheld** |
| Votes | %* | Votes | %* | Votes |
1 | 100,644,424 | 77.52% | 29,184,355 | 22.48% | 4,662 |
2 | 100,644,424 | 77.52% | 29,184,355 | 22.48% | 4,662 |
Resolution 3 was passed on a poll and the voting results were as follows:
Resolution | In favour |
| Against |
| Withheld** |
| Votes | %* | Votes | %* | Votes |
3 | 100,251,927 | 77.36% | 29,334,852 | 22.64% | 246,622 |
* Percentage of those Shareholders who voted by proxy or poll (as relevant).
**A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "in favour" or "against" the resolutions.
Resolutions 1 and 3 were required in order to implement the Fundraise. As a consequence of Resolution 4 being withdrawn at the General Meeting, the Board does not have the authority to disapply Shareholders' statutory pre-emption rights in relation to the issue of new Ordinary Shares for general purposes pursuant to Resolution 2. The Board did not have imminent plans to utilise the authorities relevant to Resolution 2 and Resolution 4 that had been sought at the General Meeting and those Resolutions were not required to be passed in order to implement the Fundraise.
Completion of Placing and WRAP Retail Offer
Accordingly, the Placing and the WRAP Retail Offer of approximately £1.6 million, details of which were set out in the Launch Announcement, are expected to complete, conditional on Admission, at 8.00 a.m. on 4 June 2025 (or such later time and/or date as Allenby Capital and the Company may agree, but in any event by no later than 8.00 a.m. on 18 June 2025).
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for a total of 16,039,746,900 new Ordinary Shares (comprising the Placing Shares and the Retail Offer Shares) to be admitted to trading on AIM ("Admission"). It is expected that Admission and dealings in the 16,039,746,900 new Ordinary Shares will commence at 8.00 a.m. on 4 June 2025 and they will rank pari passu with the existing Ordinary Shares. Following Admission, the enlarged share capital of the Company will consist of 17,072,347,794 Ordinary Shares, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 17,072,347,794 and this 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, the Company.
This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 16 May 2025, a copy of which is available on the Company's website at: www.mirriadplc.com/investor-relations.
Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Launch Announcement.
The person responsible for the release of this announcement on behalf of the Company is Nic Hellyer, Chief Financial Officer.
ENDS
For further information please visit www.mirriad.com or contact:
Mirriad Advertising Plc | c/o Allenby
|
James Black, Chairman Nic Hellyer, Chief Financial Officer | |
Nominated Adviser, Broker & Bookrunner Allenby Capital Limited |
Tel: +44 (0)20 3328 5656 |
James Reeve/Lauren Wright (Corporate Finance) Guy McDougall/Matt Butlin (Sales and Corporate Broking)
|
About Mirriad
The leader in virtual product placement and in-content advertising, Mirriad's multi-patented and award-winning platform dynamically inserts products and brands into Television, SVOD/AVOD, Music, and Influencer content. Mirriad creates net-new revenue opportunities for content owners with an ad format that virtually integrates brands in entertainment content, drives exceptional performance for advertisers and dramatically improves the viewing experience.
Mirriad currently operates in the US, Europe and India.
Important Notices
The content of this announcement has been prepared by and is the sole responsibility of the Company. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) nor any information published on social media channels, including content posted by the Company or its employees, is incorporated into or forms part of this announcement.
Related Shares:
Mirriad Advertising