07 July 2014
mirada plc
("mirada" or "the Company")
£3.5 Million Placing and Notice of General Meeting
mirada plc, the AIM-quoted audio-visual interaction specialist (AIM: MIRA),
announces a proposed placing to raise approximately £3.5 million (before
expenses) by way of a placing of 28,000,000 Placing Shares at 12.5 pence per
share ("the Placing") with institutional and other investors, subject to
shareholder approval.
At the same time of the Placing, and at the same price of 12.5 pence per share,
certain Shareholders comprising in aggregate 11.4 per cent. of the issued share
capital of the Company, propose to dispose of all their Existing Ordinary
Shares ("Disposal").
The new monies will be used to help mirada further strengthen its position
within the rapidly growing over the top ("OTT") market as it builds on the
momentum achieved by its first Tier 1 and largest contract win to date.
HIGHLIGHTS
* 28,000,000 Ordinary Shares conditionally placed with institutional and
other investors.
* The Placing has conditionally raised £3.5 million of new monies for the
Company.
* Placing and Disposal price of 12.5 pence per share represents a discount of
2 per cent. to the closing mid-market price on 04 July 2014 (being the
latest practicable date prior to the date of this Announcement).
* New monies will be used to enable the Company to service recently awarded
contracts, further strengthen its position within the OTT market and Latin
America, to further develop its product base and to strengthen its balance
sheet.
Commenting, Jose Luis Vazquez, Chief Executive Officer, said:
"Having secured our largest contract to date, we see strong potential to build
on a growing pipeline of work within the OTT market, which continues to grow
rapidly. The contract provides a significant reference point for us and there
is huge scope for mirada to build on the recent momentum. The new monies will
help us to further strengthen our position within the market place and focus on
product development and marketing initiatives as we look to service an
increasing amount of larger contracts."
General Meeting
A circular convening a general meeting of the Company to be held at the offices
of HowardKennedyFsi LLP at 180 Great Portland Street, London W1W 5QZ on 30 July
2014 at 11.00 am to grant Directors the authority to allot the Placing shares
for cash on a non pre-emptive basis will be sent to shareholders today and will
be available to download from the Company's website at www.mirada.tv.
Total Voting Rights
Application will be made to the London Stock Exchange for the Placing 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 on AIM
will commence at 8.00 a.m. on 05 August 2014.
For the purposes of the Disclosure and Transparency Rules, mirada's total
issued share capital following the issue of the 28,000,000 New Ordinary Shares
consists of 114,057,695 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.
Enquiries:
mirada plc +44 (0) 207 549 5678
Jose Luis Vazquez, Chief Executive Officer
Walbrook PR +44 (0) 207 933 8780
Nick Rome/Sam Allen
mirada@walbrookpr.com
Arden Partners plc +44 (0) 207 614 5900
Steve Douglas (Corporate Finance)
James Felix (Corporate Finance)
Kam Bansil (Corporate Broking)
Background to and reasons for the Placing
During late 2012 and 2013, mirada announced a number of new contract wins with
customers including Brazilian telecommunications company GVT, Axtel, a leading
Mexican telecommunications operator, and Latin American digital lifestyle
products company, Millicom.
These contracts have all been based on mirada's product-led license revenue
model which derives subscriber-based fees, allowing the Company to earn
increasing revenues at a high gross margin. In addition, revenues from these
licence fees allow the Company to benefit from multi-year agreements with
customers with revenues continuing long after the deployment of the customers'
digital television services. This is a key differential to mirada's existing
revenue model.
These wins were followed on 19 May 2014, when the Company reached a major
milestone by winning its first ever Tier 1 contract with a large established
Latin American digital TV operator for its multi-screen product iris. This is
expected to generate significant revenues - the Directors believe that sales
from this contract should far exceed mirada's yearly turnover over the next
three to five years.
Tier 1 contracts would be expected to have in excess of 5 million set top boxes
("STB"). Typically, the aim would be for mirada's software to be deployed
alongside new platforms over a three-to-five year period with an average fee of
$3 to $5 per STB. The Company's inaugural Tier 1 contract win followed a
successful USD $1.4m trial. The trial was originally scheduled to complete in
Q1 2014, with payment expected to be received by the Company at or around the
end of the trial, with a view to entering into the fuller contract if the
subsequent tests were successful.
However, despite the customer being satisfied with the Company's performance
during the trial within the agreed timetable and having committed for a
commercial rollout in the contract executed at the end of May, the STBs
required for the commercial deployment will only be available in Q4 2014.
As a consequence of this delay and the need to continue investing the new
opportunities identified by the Board, the Company forecasted potential working
capital pressures. Despite not having an impact on the Company being able to
service the Tier 1 contract, the Board of Directors decided to accelerate the
fundraise for risk of detrimental operational costs cutting measures being
implemented, which could have caused the Company to lose out on future
opportunities following the award of this Tier 1 contract.
The OTT opportunity
These opportunities have, in the Directors' opinion, resulted from the Tier 1
contract providing a strong reference point for mirada and as such have
`forced' the Company to accelerate other potential short-term opportunities
within the OTT market - which focuses on the broadband delivery of audio-visual
content. In order to service the growing pipeline of opportunities and to
further strengthen its OTT offering the Company is focused on investing in and
accelerating product development and sales and marketing initiatives, which
will require additional funds being raised.
By 2016, payers for OTT internet TV programming are expected to have increased
to 352 million, nearly 50% of worldwide total Pay-TV subscriptions (cable,
satellite and IPTV combined).
The OTT market continues to grow rapidly and in 2013 was worth an estimated
US$11 billion. The Directors' believe that the key drivers for development are
Smart Phones and tablets, which are perceived as driving demand for TV from any
device. As such, pay-tv operators, broadcasters and telecoms companies will be
a key target audience for mirada - with Brazil and Mexico likely to drive Latin
American demand.
Trading Update, Outlook and prospects
On 19 May 2014, the Company announced a trading update for the year ended 31
March 2014, in which it said:
"Revenues for the second half were in line with those for the first half,
slightly less than expectations due to the continued investment on the Latin
American trial, but margins were stronger than anticipated and the Company
expects to improve the EBITDA and net results for the year as a whole. In the
current financial year to 31 March 2015, trading will benefit from the new
contract announced today.
The beginning of the current calendar year has been positive as the Tier 1
contract win, announced earlier today, highlights the strength of our products
and our ability to service increasingly large contracts. This will be very
useful when negotiating with other potential customers, especially in Latin
America, where our iris-inspire proposition is already gaining strong
momentum."
Details of the Placing and the Placing Agreement
The Placing
Arden has raised approximately £3.5 million (before expenses) for the Company
by way of a conditional placing of 28,000,000 Placing Shares at 12.5 pence per
Placing Share with institutional and other investors. This Issue Price
represents a discount of 2% to the closing mid-market price of an Existing
Ordinary Share on 4 July 2014 which the Directors believe, having undertaken a
marketing exercise, to be the best price reasonably obtainable.
The Placing is conditional, inter alia, upon:
a) the passing of the Resolutions at the General Meeting;
b) the Placing Agreement becoming unconditional in all respects and not having
been terminated in accordance with its terms;
c) admission of the Placing Shares to trading on AIM becoming effective by not
later than 8.00 a.m. on 05 August 2014 (or such later time and/or date as Arden
and the Company may agree); and
d) Arden having entered into contractual commitments with, and having been
appointed as agent for, the relevant Shareholders in order to effect the
Disposal.
Accordingly, if such conditions are not satisfied, or, if applicable, waived,
the respective part or parts of the Placing will not proceed.
The Placing will result in the issue of in total 28,000,000 Placing Shares
(representing, in aggregate, approximately 24.5 per cent. of the Enlarged Share
Capital). The Placing Shares, when issued and fully paid, will rank pari passu
in all respects with the Existing Ordinary Shares and therefore will rank
equally for all dividends or other distributions declared, made or paid after
the date of issue of the Placing Shares. No temporary documents of title will
be issued.
Dealings in the Placing Shares on AIM are expected to commence on 5 August
2014. It is expected that CREST accounts will be credited on the day of
Admission as regards the Placing Shares in uncertificated form and that
certificates for Placing Shares to be issued in certificated form will be
dispatched by first class post by 15 August 2014.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Arden as agent for the Company
has agreed conditionally to use its reasonable endeavours to procure placees
for the Placing Shares at the Issue Price. The Placing is not underwritten.
The obligations of Arden under the Placing Agreement are conditional, inter
alia, upon the matters set out in the preceding paragraph at (a) to (d) above.
The Placing Agreement contains certain warranties and indemnities given by the
Company and certain warranties given by the Directors (other than Raphael Sanz)
in favour of Arden as to certain matters relating to the Company and its
business. The obligations of Arden under the Placing Agreement may be
terminated in certain circumstances if there occurs either a material breach of
any of the warranties or if a force majeure event occurs at any time prior to
Admission. Such rights exist in the event that such circumstances arise prior
to Admission. If the conditions in the Placing Agreement are not fulfilled on
or before the relevant date in the Placing Agreement then the subscription
monies will be returned to placees without interest.
The Placing Agreement also provides for the Company to pay Arden a corporate
finance fee, commissions and certain other costs and expenses incidental to the
Placing and Admission.
The Disposal
Certain Shareholders holding in aggregate 11.4 per cent. of the Existing
Ordinary Shares have agreed, to sell their entire holdings of Existing Ordinary
Shares to some of the institutional and other investors who are participating
in the Placing, at the Placing Price. Arden has been appointed as agent for
these selling Shareholders and the necessary announcements will be made as and
when these trades are executed.
Use of proceeds
The net proceeds of the Placing (after commission and expenses of the Placing)
which total £3.3 will be used as follows:
* to reinforce the Company's working capital to ensure it is in an optimal
position to implement the recently awarded contracts;
* to invest in marketing to secure new OTT deals of high demand in Latin
America;
* to enable the Company to add advanced OTT functionalities to its lead
product iris; and
* to reduce the Group's debt and to strengthen the Group's balance sheet.
Related Party Transactions
As Chase Nominees and Hargreave Hale are participating in the Placing and are
both `substantial'
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.