TIDMMIRA
RNS Number : 6545X
Mirada PLC
28 November 2017
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.
28 November 2017
Mirada plc
("Mirada" or the "Company")
Loan facilities of up to GBP1.7 million, with subscription
rights, and
proposed waiver of Rule 9 of the Takeover Code
Mirada plc (AIM: MIRA), a leading provider of integrated
software solutions for digital TV operators and broadcasters, is
pleased to announce that the Company yesterday entered into
agreements for the provision to the Company of unsecured one-year
loan facilities of up to an aggregate amount of GBP1.7 million
(together, the "Facility"). The Facility has certain conditional
subscription rights in respect of new ordinary shares of 1p each in
the capital of the Company, as detailed further below.
The proceeds from the Facility are to be used alongside Mirada's
existing financing facilities for the general working capital
purposes of the Company, including for the implementation of the
contracts with ATN International, Inc. ("ATNi"), a NASDAQ-listed
group providing pay TV, wireless and wireline telecommunications
services in North America, Bermuda and the Caribbean, and Digital
TV Cable Edmund S.R.L ("Digital TV Cable"), a Bolivian pay TV
operator and broadband services provider, details of which were
announced on 29 August 2017 and 6 October 2017 respectively.
The Facility is being provided by Kaptungs Limited ("Kaptungs"),
Kronck Business S.A. ("Kronck") and Minles Corporation Inc.
("Minles") (together, the "Lenders"), details of which are set out
further below.
A first tranche of GBP800,000 will be drawn down from the
Facility imminently as to GBP660,000 from Kaptungs, GBP118,000 from
Kronck and GBP22,000 from Minles, with a second tranche of up to
GBP900,000 being available for drawdown from Kaptungs only and
available for such drawdown at the election of Mirada in minimum
tranches of GBP150,000 (unless it is in respect of the undrawn
balance of the Facility) within 11 months from the date of the
Facility.
The Facility bears an interest rate of 15 per cent. per annum on
monies that are drawn down, which shall be payable quarterly in
arrears. Should an event of default occur, an additional 2 per
cent. interest per annum will be charged until the funds drawn down
under the Facility (the "Loan") have been repaid in full.
In certain circumstances, as detailed further below and subject
to the satisfaction of certain conditions, amounts drawn down under
the Facility may be applied by the Lenders in the subscription of
new ordinary shares of 1p each in the capital of the Company
("Ordinary Shares") at a subscription price of 1.12p per share
(being the average closing mid-market share price of an Ordinary
Share on AIM in the thirty days ended 22 November 2017) (the
"Subscription Price").
Repayment terms
Funds drawn down under the Facility are repayable 12 months from
the date of the Facility (the "Maturity Date").
The Company can elect to give notice of early repayment of the
Loan, in whole or in part, at any time after the date which is two
months following the date of the Facility, subject to any repayment
being for a minimum amount of GBP50,000, in respect of monies
advanced by Kaptungs under the Facility, and GBP5,000, in respect
of monies advanced by either Kronck or Minles under the Facility,
or integral multiples thereof ("Early Repayment"). To the extent
that any monies are drawn down and are repaid prior to the Maturity
Date, then the Company shall pay a premium equal to 80 per cent. of
the amount of the interest which would have been payable on such
monies up to the Maturity Date. Monies that have been repaid under
the Facility may not be re-borrowed or redrawn by the Company.
The Loan, and all applicable interest, is immediately repayable
early on certain customary events of default occurring as set out
further below.
Conditional share subscription rights
The Lenders have the conditional right at any time until one
month before the Maturity Date to serve written notice on the
Company that they elect to discharge the Company's liability to
repay the whole, or part only, of the outstanding Loan (excluding
any interest) in consideration for the Company treating the amount
so discharged as payment in full for the subscription of fully paid
new Ordinary Shares at the Subscription Price per share (the
"Subscription").
The Subscription is conditional upon satisfaction of all the
following conditions (the "Subscription Conditions"):
(1) a Rule 9 Waiver (as defined and detailed further below)
having been obtained; and
(2) the Company having received the approval of:
(i) its independent shareholders in a general meeting of the
Rule 9 Waiver; and
(ii) the holders of Ordinary Shares ("Shareholders") granting
the necessary share allotment authorities in accordance with the
Companies Act 2006 (the "Act") in order for the Company to issue
Ordinary Shares to the Lenders pursuant to the Facility, including
the allotment authority for the directors of the Company to allot
Ordinary Shares pursuant to section 551 of the Act and for the
purposes of disapplying the statutory rights of pre-emption in
accordance with section 570 of the Act as if section 561 of the Act
did not apply to any such allotment by the Company.
If the Company were to seek to undertake an Early Repayment
then, subject to satisfaction of all the Subscription Conditions,
the Lenders could instead notify the Company of their desire to
discharge the whole, or part only, of the relevant amount of the
outstanding Loan, but excluding any interest, through a
Subscription.
If the Facility were drawn down in full and subsequently applied
by the Lenders in full in the subscription of new Ordinary Shares
(as detailed above) at the Subscription Price per share, this would
result in 151,785,713 new Ordinary Shares being issued and
allotted, which would represent approximately 52.19 per cent. of
Mirada's issued ordinary share capital as enlarged by such issue of
new Ordinary Shares (and assuming that no other new Ordinary Shares
are issued and allotted).
The Facility contains a procedure for an appropriate adjustment
to be made to the Subscription Price per Ordinary Share in the
event that Mirada: (i) undertakes any consolidation or sub-division
of its Ordinary Shares; (ii) allots any Ordinary Shares by way of
capitalisation of profits or reserves; or (iii) undertakes any
cancellation, purchase or redemption of Ordinary Shares or any
reduction of Ordinary Shares.
Other terms of the Facility
The Facility is not transferable or assignable by the
Lenders.
The Company will pay the Lenders aggregate fees of GBP25,500 for
the provision of the Facility on first drawdown, such amount to be
deducted from the proceeds of such drawdown.
The Company has provided the Lenders with customary warranties
and representations in respect of the Facility and certain other
matters. The Company has also given certain undertakings to the
Lenders, including, inter alia, that until the Loan has been repaid
in full, the Company will:
(i) not pay or make any payment or transfer to Shareholders of
any dividend, bonus, loan or distribution;
(ii) not without the prior consent of the Lenders (such consent
not to be unreasonably withheld or delayed) incur any other
indebtedness other than: (a) trade debts incurred in the ordinary
course of business; or (b) certain permitted indebtedness; or (c)
the renewal or extension of any indebtedness which exists on the
date of the Facility;
(iii) comply with relevant laws and regulations in relation to the Company;
(iv) use reasonable endeavours to maintain the admission and
trading of the Ordinary Shares on AIM;
(v) exercise all rights and comply with all obligations under the Facility;
(vi) promptly notify the Lenders of any Event of Default (as defined below); and
(vii) effect and maintain insurance over its assets and business.
Events of default
The Loan, and all applicable interest, is immediately repayable
early on certain customary events of default occurring including,
inter alia, (the "Events of Default"):
(i) failure by the Company to make payment on a due date;
(ii) any breach of warranty or representation by the Company;
(iii) a material breach of the Facility by the Company which, if
capable of remedy, is not remedied within 10 business days to the
reasonable satisfaction of the Lenders;
(iv) the Company being unable to pay its debts or otherwise becoming insolvent;
(v) the appointment of an administrator or other receiver;
(vi) any distress or other legal process affects the whole or a
material part of the assets of the Company and is not discharged
within 21 days;
(vii) an order being made or a petition being presented for the
winding-up or liquidation of the Company or an administration order
against the Company being presented or notice of the appointment of
an administrator in respect of the Company being presented;
(viii) any event occurring which in the reasonable opinion of
the Lenders is likely to have a material adverse effect on the
Company's ability to comply with its obligations under the
Facility;
(ix) if any part of the Ordinary Shares are cancelled from
admission or permanently cease to trade on AIM; or
(x) a change of control occurs, which means the transfer of
shares in the Company to any person not already a shareholder in
the Company, or persons acting in concert (as defined in the
Takeover Code) with them, such that the transferee (or persons
acting in concert) obtains control (as defined in section 1124 of
the Corporation Tax Act 2010).
The Facility is unsecured. The Facility is governed by English
law.
Background on the Lenders
Kaptungs is the owner of 10,639,183 Ordinary Shares in Mirada,
which represents 7.65 per cent of the voting rights in the Company.
Kaptungs is an investment company incorporated in the Commonwealth
of the Bahamas which is beneficially owned by Mr Ernesto Luis
Tinajero Flores ("Mr Tinajero"). Kaptungs also holds 26,954,266
Ordinary Shares in Mirada through Chase Nominees Limited, which
represents 19.38 per cent of the voting rights in the Company.
Accordingly, Mr Tinajero has a total beneficial interest in
37,593,449 Ordinary Shares in Mirada, which represents 27.03 per
cent of the voting rights in the Company.
Mr Tinajero is a long-term supporter of the Company and has
previously been the owner of Cablecom in Mexico, a customer of
Mirada that is now part of the Televisa Group.
Kronck is an investment company incorporated in the Republic of
Panama, which is beneficially owned by Enrique Septién Suárez. Mr
Septién has a total beneficial interest in 2,857,143 Ordinary
Shares in Mirada, which represents 2.05 per cent of the voting
rights in the Company.
Minles is an investment company incorporated in the Republic of
Panama, which is beneficially owned by Luis Martínez Ocariz. Mr
Martínez has a total beneficial interest in 571,429 Ordinary Shares
in Mirada, which represents 0.41 per cent of the voting rights in
the Company.
In total, the ultimate beneficiaries of the Lenders, being Mr
Tinajero, Luis Martínez and Enrique Septién, are currently
collectively interested in 41,022,021 Ordinary Shares in Mirada,
which represents approximately 29.50 per cent of the voting rights
in the Company.
Related party transaction
The entering into of the Facility with Kaptungs is a related
party transaction pursuant to Rule 13 of the AIM Rules for
Companies, due to Mr Tinajero (the beneficial owner of Kaptungs)
being a substantial shareholder pursuant to the AIM Rules for
Companies. The Directors of Mirada, having consulted with Allenby
Capital Limited, the Company's nominated adviser, consider that the
terms of the Facility with Kaptungs are fair and reasonable insofar
as the Company's shareholders are concerned.
Rule 9 of the Takeover Code
The terms of the Facility give rise to certain considerations
under the Takeover Code. Brief details on the Takeover Panel, the
Takeover Code and the protections they afford are described
below.
The Takeover Code is issued and administered by the Takeover
Panel. The Takeover Code applies to all takeovers and merger
transactions, however effected, where the offeree company is, inter
alia, a listed or unlisted public company resident in the United
Kingdom and to certain categories of private companies. The Company
is such a public company and its shareholders are entitled to the
protections afforded by the Takeover Code.
Under Rule 9.1 of the Takeover Code, except with the consent of
the Panel, when:
(a) any person acquires, whether by a series of transactions
over a period of time or not, an interest in shares which (taken
together with shares in which persons acting in concert with him
are interested) carry 30% or more of the voting rights of a
company; or
(b) any person, together with persons acting in concert with
him, is interested in shares which in the aggregate carry not less
than 30% of the voting rights of a company but does not hold shares
carrying more than 50% of such voting rights and such person, or
any person acting in concert with him, acquires an interest in any
other shares which increases the percentage of shares carrying
voting rights in which he is interested,
such person shall extend offers, to the holders of any class of
equity share capital whether voting or non-voting and also to the
holders of any other class of transferable securities carrying
voting rights. An offer under Rule 9 must be made in cash or be
accompanied by a cash alternative at not less than the highest
price paid by the offeror or any person acting in concert with it
for any interest in shares of that class during the 12 months prior
to the announcement of that offer.
Under the Takeover Code, a concert party arises where persons
acting together pursuant to an agreement or understanding (whether
formal or informal) co-operate to obtain or consolidate control of
that company.
Control means an interest, or interests, in shares carrying 30
per cent. or more of the voting rights of a company, irrespective
of whether such interest or interests give de facto control.
Rule 9 Waiver
Under Note 10 to Rule 9.1 of the Takeover Code, in general, the
acquisition of securities convertible into, warrants in respect of,
or options or other rights to subscribe for, new shares does not
give rise to an obligation under Rule 9 of the Takeover Code to
make a general offer, but the exercise of any conversion or
subscription rights or options will be considered to be an
acquisition of an interest in shares for the purposes of Rule
9.
The Panel will not normally require an offer to be made
following the exercise of conversion of subscription rights
provided that the issue of convertible securities, or rights to
subscribe for new shares carrying voting rights, to the person
exercising the rights is approved by a vote of independent
shareholders in general meeting in the manner described in Note 1
on the Notes on the Dispensations from Rule 9 (i.e. the
shareholders of the company who are independent of the person who
would otherwise be required to make an offer and any person acting
in concert with him pass an ordinary resolution on a poll at a
general meeting approving such a waiver) ("Rule 9 Waiver").
The ultimate beneficiaries of the Lenders, being Mr Tinajero,
Luis Martínez and Enrique Septién, are currently interested in
approximately 29.50 per cent. of the Company's issued share capital
in aggregate and are deemed to be acting in concert pursuant to the
Takeover Code. Therefore, unless a Rule 9 Waiver is obtained in
advance, the Lenders would be in breach of Rule 9 if they and/or
their connected parties (including Mr Tinajero, Luis Martínez and
Enrique Septién) were to subsequently become interested in shares
representing 30 per cent. or more of the voting rights of the
Company. The Company and the Lenders have agreed that they shall
use reasonable endeavours to obtain a Rule 9 Waiver to enable the
Subscription under the terms of the Facility. The Rule 9 Waiver
shall include, inter alia, the provision of all such information as
shall be required by the Takeover Panel to satisfy the requirements
of Appendix 1 of the Takeover Code and the publication of a
circular to Shareholders which shall include a notice convening a
general meeting of Shareholders. Further updates in this regard
will be announced in due course.
In the absence of a Rule 9 Waiver, in the event that any of the
Lenders and/or their connected parties (including Mr Tinajero, Luis
Martínez and Enrique Septién) become interested in shares
representing 30 per cent. or more of the voting rights of the
Company, they would be obligated to make a general offer to
existing shareholders of the Company pursuant to Rule 9 of the
Takeover Code.
Other
There can be no guarantee that the Subscription Conditions will
be satisfied in order to allow the Facility's share subscription
rights to come into effect. If all the Subscription Conditions are
not or cannot be satisfied, then under the terms of the Facility
the Company will be required to repay all funds drawn down under
the Facility upon the Maturity Date. The Company has relied on its
current loan financing facilities, including its invoice
discounting facilities, and the Company's net debt at 31 March 2017
was GBP4.21m, with available facilities of GBP3.16m (mostly
comprised by invoice discounting facilities), and cash in hand was
GBP0.22m. There can be no certainty that the Company would be able
to repay all funds drawn down under the Facility upon the Maturity
Date should the Subscription have not previously occurred in full
or to a material extent.
José Luis Vázquez, CEO of Mirada plc, commented:
"We are pleased to have the support of Mr Tinajero, Mr Septién
and Mr Martínez, who are relevant members of the industry and know
the Company from both the perspective of long-standing shareholders
and a former customer. The Board is confident that the Facility
will provide the Company with the required working capital for the
successful delivery of the ATNi and Digital TV Cable projects".
Enquiries:
Mirada plc +44 (0) 20 3751 0320
José Luis Vázquez, investors@mirada.tv
Chief Executive Officer
Newgate Communications +44 (0) 20 7653 9850
Bob Huxford mirada@newgatecomms.com
James Browne
Ed Treadwell
Allenby Capital Limited
(AIM 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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