Mirada PLC Placing, Subscription and Notice of General Meeting
October 29 2015 - 3:01AM
UK Regulatory
TIDMMIRA
mirada plc
("mirada" or "the Company")
(AIM: MIRA)
Placing, Subscription and Notice of General Meeting
mirada plc, the AIM-audio-visual interaction specialist, announces a proposed
placing and subscription to raise approximately GBP1.5 million (before expenses)
by way of the issue of 24,531,939 placing shares ("Placing Shares") and
468,061 subscription shares ("Subscription Shares") (together the "New Shares")
at a price of 6 pence each (the "Placing").
Highlights
* The Placing and Subscription has conditionally raised GBP1.5 million of new
funds for the Company
* 24,531,939 Placing Shares conditionally placed with existing shareholders,
board members and managers and 468,061 Subscription Shares subscribed for
at 6p, a discount of 4.0 per cent to the closing mid-price on 28 October
2015
* Focus of the Company remains on the large scale roll-out of the Televisa
contract
* Negotiations continue with other potential Tier One and Tier Two customers
* The new funds will be used to strengthen mirada's balance sheet and working
capital ahead of the expected Televisa roll out during the next financial
year
* New funds will also be used to enable mirada to fund the additional
professional services requested by Televisa in accordance with the original
contract dated 19 May 2014 as supplemented by various annexes
1. Televisa Group S.A. ("Televisa") is a Mexican based multimedia company and
the largest Hispanic content producer in Latin America.
José Luis Vázquez, CEO of mirada plc, commented: "I am delighted with the
support of existing shareholders, board members and managers in this Placing."
"The focus of the Company remains on the large scale roll-out of the Televisa
Contract and the Directors believe this will be the key priority of the Company
throughout FY16 and into FY17 for further professional services and new
networks to deploy."
"The Company remains in negotiation with other potential Tier One and Tier Two
customers and any further updates will be released to the market in due
course."
"I look forward to seeing shareholders later today at the AGM".
General Meeting
A notice convening a General Meeting of the Company is to be held at the
offices of Howard Kennedy LLP at No. 1 London Bridge, London, SE1 9BG at 11
a.m. on 23 November 2015 to grant Directors the authority to allot the Placing
Shares and the Subscription Shares for cash on a non pre-emptive basis. A
circular will be sent to shareholders today and will be available to download
from the Company's website: www.mirada.tv.
Director / PDMR dealing
The Company also announces that certain directors and managers subscribed for
Placing Shares at the Placing Price as set out below:
Director Beneficial Number of Beneficial % of expected
holding of Placing holding of Enlarged
Ordinary Shares to be Ordinary Share Capital
Shares purchased Shares after
before Placing
Placing
José Luis Vázquez 2,163,008 333,334 2,496,342 1.80
Francis Coles 572,486 166,667 739,153 0.53
José Gozalbo 253,005 166,667 419,672 0.30
Sidro
Antonio Rodríguez 180,000 166,667 346,667 0.25
Javier Peñín 120,000 166,667 286,667 0.21
Matthew Earl 99,000 166,667 265,667 0.19
Related party Transaction
As Chase Nominees and Hargreave Hale are participating in the Placing and are
both significant Shareholders in mirada, the Placing is deemed to be a related
party transaction as described in the AIM Rules. The Directors, who have
consulted with Arden in its capacity as Nominated Adviser to the Company,
consider the Placing and the Resolutions to be fair and reasonable insofar as
Shareholders are concerned and to be in the best interests of the Company and
its Shareholders as a whole.
Each director's participation in the Placing is considered to be a related
party transaction for the purposes of Rule 13 of the AIM Rules. Accordingly,
the independent director of mirada (being Javier Casanueva) considers, having
consulted with the Company's nominated adviser, Arden, that the terms of each
director's participation in the Placing are fair and reasonable insofar as
Shareholders are concerned.
Total Voting Rights
Application will be made to the London Stock Exchange for the Placing Shares
and the Subscription Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings for normal settlement in
the Placing Shares and the Subscription Shares on AIM will commence at 8.00
a.m. on 24 November 2015.
For the purpose of the Disclosure and Transparency Rules, mirada's enlarged
issued share capital following the issue of 25,000,000 New Ordinary Shares,
will consist of 139,057,695 ordinary shares of 1 penny each.
The above 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, mirada, under the Disclosure and
Transparency Rules.
AGM
The Company will be holding its annual general meeting this morning at the
offices of Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 11.00
a.m.
-END-
Enquiries:
mirada plc +44 (0) 203 751 0320
Jose Luis Vazquez, Chief Executive Officer
Walbrook PR +44 (0) 207 933 8783
Nick Rome/Sam Allen
mirada@walbrookpr.com
Arden partners (Nomad and Broker) +44 (0) 207 614 5900
James Felix, Ciaran Walsh (Corporate Finance)
Kam Bansil (Corporate Broking)
Background to and reasons for the Placing and Subscription
On 19 May 2014 the Company reached a major milestone by winning the Televisa
Contract for its multi-screen product Iris to be deployed alongside a new
commercial launch of set-top boxes ("STB(s)") across Televisa's Mexican based
cable networks. The Televisa Contract win followed a competitive tender
process, as well as a successful USD $1.4m trial, which took less than 9 months
to complete. At that time, the Directors were of the belief that the Televisa
Contract would cover several million STBs, and the Company would charge
Televisa an average one-off license fee of $3 to $5 per new STB over a
three-to-five year period. In addition, as well as expecting the sales from the
Televisa Contract to exceed the Company's yearly turnover over the next three
to five years, the Board expected revenues to commence at the end of the 2014
calendar year once the first Televisa cable network, Cablevisión Monterrey in
Mexico, commenced its launch.
Four months later and in conjunction with the Televisa Contract, the Company
also won its inaugural OTT contract with Televisa which was announced on 18
September 2014, and for which the majority of the net placing proceeds raised
during the previous placing, as announced on 7 July 2014, were deployed.
Despite delivering Iris on time to Cablevisión Monterrey, the commercial
roll-out was delayed because of extended testing of Cablevisión Monterrey's
provisioning systems to avoid any potential issues on the important launch.
Due to this delay, the Company was not able to announce the commercial launch
of Iris in Monterrey until 17 February 2015. At the same time, the Company
continued to invest in OTT functionalities in accordance with the OTT contract.
The next two networks to deploy under the Televisa Contract are larger scale in
number of subscribers and STBs than Cablevisión Monterrey's, and the Board had
initially anticipated that the roll-out would commence during the 2015 calendar
year. However, as announced on 29 September 2015, due to Televisa's internal
reasons, deployment for the next two networks was delayed to the end of the
last quarter of the current financial year, ending 31 March 2016.
Concurrent with these delays, and as also stated in the announcement on 29
September 2015, the Company has been engaged with providing additional
development work for the Televisa Contract for which professional services fees
are being earned. Broadly, these are expected to replace postponed license fee
revenues, albeit at a lower margin. Furthermore, the Board expects the total
value of the Televisa Contract to be greater than when first estimated in 2014
as Televisa has recently acquired another two networks in Mexico, Telecable and
Cablecom, and the Board believes Iris will be deployed across these two
networks' subscriber base's STBs at some point during the financial year ending
2017.
Notwithstanding the delays and the Company's resources being stretched to
provide the additional professional services to Televisa as mentioned above,
the Company has still been winning new business: the successful launch of the
Movistar Go product, the audiovisual service operated by Telefonica Peru, which
features the Iris SDP backend tool, as announced on 28 November 2014; and the
commercial launch of a new user interface at Movistar+, the audiovisual service
operated by Telefónica in Spain, based on mirada's inspire UI, as announced on
11 September 2015.
As a consequence of the change in revenue mix and associated margin reduction
brought about by the Televisa delays, the Board has forecasted potential
working capital pressures in the near to medium term. Despite not expecting
this to result in the Company being unable to service the Televisa Contract in
accordance with its terms, such potential working capital pressures may give
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