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 £1.5 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 £1.5
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
-
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 holding
of Ordinary Shares before Placing |
Number of Placing
Shares to be purchased |
Beneficial holding
of Ordinary Shares after Placing |
% of expected
Enlarged Share Capital |
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 Sidro |
253,005 |
166,667 |
419,672 |
0.30 |
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
Jose Luis Vazquez, Chief Executive Officer |
+44 (0) 203 751
0320 |
Walbrook PR
Nick Rome/Sam Allen
mirada@walbrookpr.com |
+44 (0) 207 933 8783 |
Arden partners (Nomad and Broker)
James Felix, Ciaran Walsh (Corporate Finance)
Kam Bansil (Corporate Broking) |
+44 (0) 207 614 5900 |
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 rise
to the need to raise capital to strengthen the balance sheet whilst
the Company is exposed to the Televisa roll-out delay. These
potential working capital pressures, if not remedied by the Placing
and Subscription proceeds, may force the Company to start making
operational costs cutting measures and to use inefficient and
costly debt facilities, which could result in the loss of future
opportunities. In addition, the Placing and Subscription proceeds
will also be used to continue to provide the additional
professional services requested by Televisa in the interim
period.
Trading Update,
Outlook and prospects
On 29 September 2015, the Company
announced a pre-close trading update for the period ended
30 September 2015, in which it
said:
"The Board anticipates that there
will be limited revenues from licence fees being recognized from
these two networks during FY16, instead with revenues being
deferred into financial year ending 31 March 2017.”
“In the meantime, the Company has
been engaged with providing additional development work for the
Tier One contract for which professional services fees are being
earned. Broadly, these are expected to replace postponed license
fee revenues, albeit at a lower margin. Notwithstanding these
additional professional services fees, owing to the delays
deferring licence fees revenues as described above, coupled with
the Board’s anticipation of earnings for the first half of FY16
being broadly similar to last year, the Board expects earnings for
FY16 to be materially behind market expectations, but still ahead
of last year."
“As a consequence of the Company’s
exposure to these types of delays, and following rising levels of
demand from Tier Two and Tier Three customers, the Board is pleased
to announce it will be launching an advanced cloud-based
proposition for these smaller customers, named “mirada as a
service” (“maaS”). MaaS is intended to address the needs of a wide
range of potential customers with a bundle of products and services
that the Board believes will speed up the deployment and continuous
upgrade of these customers’ Digital TV services. The Board expects
maaS to generate a new source of recurrent revenues for mirada,
providing a hedge to Tier One customer exposure. Further
announcements on the timing of maaS launch will follow in due
course.”
As at 30 September 2015, £5.6
million has been billed by the Company to Televisa in relation to
the Televisa Contract and the Directors believe an additional £2.5
million will be billed by the end of March
2016. The Company has also generated OTT revenues of £0.6
million as at 30 September 2015 which
the Board expects to grow to approximately £1.7 million by the end
of March 2016. As at 30 September 2015, the total debt position was
£3.8 million with facilities available to the Company of up to a
maximum of £5.0 million.
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 in
addition to further professional services being billed and new
networks within Televisa being deployed. The Board expects that, on
the basis of the next two networks at Televisa commencing their
commercial roll-out in April 2016,
the Company will reach a positive free cash-flow position for the
financial year ending 31 March 2017.
In the meantime, 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.
Details of the
Placing, Subscription and the Placing Agreement
Arden has raised approximately £1.5 million (before expenses)
for the Company by way of a conditional placing of 24,531,939
Placing Shares at 6 pence per Placing
Share with institutional and other investors and 468,061
Subscription Shares have been subscribed for by Tulola directly
with the Company. As an existing shareholder in the Company, Tulola
and the Company agreed to enter into the Subscription.
The Issue Price represents a discount of 4.0% to the closing
mid-market price of an Existing Ordinary Share on 28 October 2015, which the Directors believe,
having undertaken a marketing exercise, to be the best price
reasonably obtainable.
The Placing is conditional, inter alia, upon:
-
the passing of the Resolutions at the General Meeting;
-
the Placing Agreement becoming unconditional in all respects and
not having been terminated in accordance with its terms; and
-
admission of the Placing Shares and the Subscription Shares to
trading on AIM becoming effective by not later than 8.00 a.m. on 24 November
2015 (or such later time and/or date as Arden and the
Company may agree).
Accordingly, if such conditions are not satisfied, or, if
applicable, waived, the respective part or parts of the Placing
will not proceed.
The Placing and Subscription will result in the issue of in
total 25,000,000 Placing Shares and Subscription Shares
(representing, in aggregate, approximately 18.0 per cent. of the
Enlarged Share Capital). The Placing Shares and Subscription
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 their issue. No temporary documents of title
will be issued.
Dealings in the Placing Shares and the Subscription Shares on
AIM are expected to commence on 24 November 2015. 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 and Subscription Shares to be
issued in certificated form will be dispatched by normal business
post by 17 December 2015.
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.