Mirada PLC Directors Shareholding
13 Novembro 2012 - 10:59AM
UK Regulatory
TIDMMIRA
13 November 2012
mirada plc ("mirada" or "the Company")
(AIM: MIRA)
Director's shareholding and capitalisation of certain liabilities
mirada plc, the AIM-quoted audiovisual interaction specialist, is pleased to
announce that it has entered into agreement with all of the convertible loan
note holders to capitalise the outstanding interest accrued on the secured 10%
convertible loan note ("Convertible Loan") into new ordinary shares in mirada.
In March 2010 and February 2011, mirada issued, in aggregate, a total of GBP1.42
million Convertible Loan to, inter alia, certain shareholders representing the
interest of certain directors and or substantial shareholders; being Naropa
Cartera S.L.U ("Naropa"), Asesoria Digital S.L. ("Asesoria") and Baring Iberia
II Inversion en Capital, F.C.R ("Baring"). Under the terms of the Convertible
Loan, interest is due of 10%, payable quarterly, which since issue has been
accrued by the Company. Agreement has now been reached with the Convertible
Loan holders to capitalise interest payable to 31 March 2013 under the
Convertible Loan of some GBP412,339.58 at 11.75p per share, being the closing
mid-market price of the mirada shares on 9 November 2012, to 3,509,273 new
ordinary shares of 1 penny each in the Company ("New Ordinary Shares") (the
"Capitalisation").
The Board believes that the Capitalisation will help strengthen the Company's
balance sheet and, following the Company's improved financial performance as
set out in the interim results to 30 September 2012 announced on 1 November,
demonstrates continued support in mirada from the Convertible Loan holders.
Javier Herrero (Non-Executive Director) and Carlos Vizcayno (Non-Executive
Director) represent the interests of Naropa. Rafael Martín Sanz (Non-Executive
Director) has the controlling interest in Asesoria. Javier Casanueva
(Non-Executive Director) is a partner of Baring. Under AIM Rule 13 the
participation in the Capitalisaton by Naropa, Asesoria and Baring, who are
capitalising GBP118,282.20, GBP27,295.84 and GBP65,262.67 respectively, is a related
party transaction for the purposes of the AIM Rules. Richard Alden (Chairman),
José Luis Vázquez (Chief Executive officer), and Francis Coles (Non-Executive
Director) consider, having consulted with Seymour Pierce Limited, that the
terms of the Naropa, Asesoria and Baring participation in the Capitalisation is
fair and reasonable insofar as the Shareholders are concerned.
SF Webb Capital Smaller Companies Growth Fund is a Convertible Loan holder and,
following the Capitalisation, will have an interest in 2,197,088 ordinary
shares representing approximately 6.19 per cent. of the enlarged issued share
capital of the Company.
In addition, the Company has been today notified that Kasei 2000 S.L.
("Kasei"), which had an interest in 4,799,259 ordinary shares, is in the
process of being dissolved. The interest in mirada shares held by Kasei have
therefore been distributed to the owners of Kasei, being Naropa and Asesoria.
Following the Capitalisation and share distribution by Kasei as set out above,
Naropa, Baring and Rafael Martin Sanz will have an interest in the following
ordinary shares in the Company:
Capitalisation Kasei Number of Percentage of
distribution shares enlarged
following issued share
Capitalisation capital of
and Kasei Company
distribution
Naropa* 1,006,657 2,999,537 11,558,661 32.58%
Baring 555,427 - 6,293,515 17.74%
Rafael Martín Sanz 232,305 1,799,722 2,032,027 5.73%
* Naropa is a wholly-owned subsidiary of Naropa Capital S.L., a company
controlled by the Fernandez Fermoselle family.
Application has been made to the London Stock Exchange for admission of the
3,509,273 New Ordinary Shares to be issued pursuant to the Capitalisation to be
admitted to trading on AIM. Admission is expected to occur on 15 November 2012.
For the purposes of the Disclosure and Transparency Rules, mirada's total
issued share capital following the issue of the 3,509,273 New Ordinary Shares
consists of 35,482,696 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.
Enquiries:
mirada plc +44 (0) 207 549 5678
Jose Luis Vazquez, Chief Executive Officer
Bishopsgate Communications +44 (0) 207 562 3350
Nick Rome/Sam Allen/ Matt Low
mirada@bishopsgatecommunications.com
Seymour Pierce Limited (Nominated Advisor & Broker) +44 (0) 207 107 8000
Mark Percy (Corporate Finance)
David Banks (Corporate Broking)
Peterhouse Corporate Finance (Joint Broker) +44 (0) 207 469 0937
Jon Levinson
About mirada
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.
END
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