MIRADA PLC: Placing and capitalisation of certain liabilities
22 February 2013
mirada plc ("mirada" or "the Company") (AIM: MIRA) Placing and capitalisation of certain liabilities mirada plc, the AIM-quoted audiovisual interaction specialist, is pleased to announce the completion of an equity placing and a capitalisaton of certain creditor and loan note balances totalling, in aggregate, £1,469,509.70. The placing raised gross proceeds of £1,014,000 by the issue of 10,140,000 new ordinary shares of 1p each at a placing price of 10 pence ("the Placing"). In addition, certain creditors have agreed to capitalise, in aggregate, £ 185,509.70 into 1,855,097 new ordinary shares of 1p each, credited as fully paid at 10 pence per share and a loan note holder has agreed to convert £ 270,000 of their convertible loan notes into 2,700,000 new ordinary shares of 1p each, credited as fully paid at 10 pence per share (the "Capitalisation") (together "the Transaction"). The Transaction will help strengthen the Company's balance sheet with the net funds raised from the Placing to be used for working capital purposes, for ongoing investment in product development and to reinforce mirada's presence in Latin America. Under AIM Rule 13 the participation in the Capitalisation by Richard Alden (Non-Executive Chairman) and Francis Coles (Non-Executive Director), who are subscribing 626,667 new ordinary shares and 183,613 new ordinary shares respectively, are related party transactions for the purposes of the AIM Rules. José Luis Vázquez, Javier Casanueva and Rafael Martín Sanz consider, having consulted with Seymour Pierce, that the terms of Richard Alden and Francis Coles participations in the Capitalisation are fair and reasonable insofar as the Shareholders are concerned. Following the Placing and the Capitalisation, Richard Alden and Francis Coles will have an interest in the following ordinary shares in the Company: Number of Number of Percentage of Transaction shares enlarged issued Shares following share capital of Transaction Company
Richard Alden 626,667 1,080,080 2.15%
Francis Coles 183,613 572,486 1.14%
As part of the Placing, Baring Iberia II Inversion En Capital F.C.R. ("Baring") subscribed for new ordinary shares and has an interest in the following ordinary shares in the Company:
Number of Number of Percentage of Placing shares enlarged issued Shares following share capital of Placing Company
Baring 2,241,500 8,535,015 17.01%
Javier Casanueva (Non-Executive Director) is a partner of Baring. Under AIM Rule 13 the participation in the Placing by Baring, who are subscribing for 2,241,500 new ordinary shares, are related party transactions for the purposes of the AIM Rules. José Luis Vázquez, Richard Alden, Francis Coles and Rafael Martín Sanz consider, having consulted with Seymour Pierce, that the terms of Baring's participation in the Placing is fair and reasonable insofar as the shareholders are concerned.
As part of the Capitalisation, £270,000 of the secured 10% convertible loan note ("Convertible Loan") is being converted into 2,700,000 new ordinary shares in the Company. Following this conversion the outstanding balance owed in relation to the Convertible Loan is £1,150,000. In addition, the Company has come to an agreement with all Convertible Loan holders to introduce a minimum conversion price of 10p for all future conversions.
Application has been made to the London Stock Exchange for admission of the 14,695,097 new ordinary shares to be issued pursuant to the Placing and the Capitalisation to be admitted to trading on AIM. Admission is expected to occur on 27 February 2013.
For the purposes of the Disclosure and Transparency Rules, mirada's total issued share capital following the issue of the 14,695,097 new ordinary shares consists of 50,177,793 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.
mirada plc +44 (0) 207 549 5678
José Luis Vázquez, CEO
Seymour Pierce +44 (0) 207 107 8000
Mark Percy (Corporate Finance)
David Banks (Corporate Broking)
Peterhouse Corporate Finance (Joint Broker) +44 (0) 207 469 0937
Bishopsgate Communications +44 (0) 207 562 3350
Nick Rome/Sam Allen/ Matthew Low firstname.lastname@example.org
mirada creates and manages services for digital TV platforms and broadcasters which enable consumers to interact with and purchase digital content on television, mobile, online and bespoke devices. mirada's products and solutions are used worldwide to deliver interactive TV, Video on Demand, digital marketing and payment services. Its products and services have been deployed by some of the biggest names in digital media and broadcasting including Sky, Virgin Media, BBC, ITV, France Telecom and Telefónica. Headquartered in London, mirada has commercial offices across Europe and Latin America and operates technical centres in the UK and Spain. For more information, visit www.mirada.tv.
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