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 £1.42 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 £412,339.58 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 £118,282.20, £27,295.84 and £65,262.67
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.