TIDMMIRA
RNS Number : 9032G
Mirada PLC
07 March 2018
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 ("MAR"). With the publication of this announcement,
this information is now considered to be in the public domain.
7 March 2018
Mirada plc
("Mirada", the "Company" or the "Group")
New GBP3m loan facility
Mirada plc (AIM: MIRA), a leading audio-visual content
interaction specialist, provides an update regarding the outlook
for its business and announces that the Company has entered into a
secured one-year loan facility for up to GBP3 million (the
"Facility").
The proceeds from the Facility are to be used alongside Mirada's
existing debt financing facilities for general working capital
purposes of the Company, including the implementation of customer
contracts announced during 2017. The Directors of Mirada (the
"Directors") believe that monies drawn down from the Facility will
strengthen the Company's balance sheet whilst giving the Company
the opportunity to secure new customer contracts and negotiate and
renew other debt financing facilities, such as invoice discounting
facilities. The Directors believe that the Facility represents the
best financing option currently available to allow the Company to
satisfy its short to medium-term working capital requirements and
to convert its pipeline of new business opportunities into new
customer contracts.
Terms of the Facility
The Facility comprises two tranches: GBP1.5 million to be drawn
down within two months of the date of the Facility, failing which
the Facility shall be cancelled ("Facility A"), and thereafter up
to a further GBP1.5 million which can be drawn down in minimum
tranches of GBP100,000, with any amount not drawn down within 11
months of the date of the Facility then being cancelled ("Facility
B"). It is intended that Facility A will be drawn down
imminently.
The Facility is for one year and therefore funds drawn down
under the Facility are repayable by 6 March 2019 (the "Maturity
Date"). The Company can elect to give notice of early repayment of
the amount drawn under the Facility (the "Loan"), in whole or in
part, at any time after the date which is two months following the
date of the Facility, subject to any repayment being for a minimum
amount of GBP50,000 or multiples thereof. Such amounts repaid will
cease to accrue interest and cannot be re-borrowed or redrawn.
The Facility is to be secured by way of a Spanish law first
ranking pledge in favour of the lender (as defined) over the credit
rights (equivalent to receivables due) under a master agreement and
software licence agreement entered into between Mirada Iberia,
S.A.U (a subsidiary of Mirada) and ATN International, Inc.
("ATNi"), details of which were announced on 29 August 2017, such
security to be in a form and substance satisfactory to the lender
and entered into within 30 days of the date of the Facility (or as
otherwise agreed between the Company and the lender).
The Facility bears an interest rate of 15 per cent. per annum on
monies that are drawn down, which shall be payable quarterly in
arrears. Should an event of default occur, an additional 2 per
cent. interest per annum will be charged until the Loan has been
repaid in full.
The Loan, and all applicable interest, is immediately repayable
early on certain customary events of default occurring as set out
further below.
About the lender
The Facility is being provided by Kaptungs Limited ("Kaptungs"
or the "lender"). Kaptungs is the owner of 10,639,183 Ordinary
Shares in Mirada, which represents 7.65 per cent of the voting
rights in the Company. Kaptungs also holds 26,954,266 Ordinary
Shares in Mirada through Chase Nominees Limited, which represents
19.38 per cent of the voting rights in the Company. Kaptungs is an
investment company incorporated in the Commonwealth of the Bahamas
which is beneficially owned by Mr Ernesto Luis Tinajero Flores ("Mr
Tinajero"). Accordingly, Mr Tinajero has a total beneficial
interest in 37,593,449 Ordinary Shares in Mirada, which represents
27.03 per cent of the voting rights in the Company.
Mr Tinajero is a long-term supporter of the Company and has
previously been the owner of Cablecom in Mexico, a customer of
Mirada that is now part of the Televisa Group.
Related party transaction
The entering into of the Facility with Kaptungs is a related
party transaction pursuant to Rule 13 of the AIM Rules for
Companies, due to Mr Tinajero (the beneficial owner of Kaptungs)
being a substantial shareholder in the Company pursuant to the AIM
Rules for Companies. The Directors, having consulted with Allenby
Capital Limited, the Company's Nominated Adviser, consider that the
terms of the Facility with Kaptungs are fair and reasonable insofar
as the Company's shareholders are concerned.
Outlook and reasons for the Loan
The Company continues deployment works for ATNi in the Caribbean
and Digital TV in Bolivia, which remain on track with the
Directors' expectations. Izzi Telecom in México continues to
install new set-top boxes with Mirada's technology at a regular
rate and the Directors expect for this installation rate to
increase significantly over the coming months with a corresponding
increase in revenues from this client. This is due to extensions of
the usage of the Company's technology by Izzi Telecom across new
customer segments and product offerings.
The prospect for revenues from the contracts with ATNi and
Digital TV allows the Company to have strong visibility of revenue
levels for the next financial year. However, the significant
short-term working capital requirements for these deployments,
added to the efforts of the Company in winning new customers,
require a stronger balance sheet position, which the Facility seeks
to address. Although Mirada's banks and credit facility providers
remain supportive, the Directors consider that it is also important
to secure additional funding sources to ensure the Company will be
in a position to deploy any new contracts and satisfy the
associated working capital requirements. Therefore, the Company is
also in discussions with Mr Tinajero regarding him providing
further funding for this purpose, either as debt or equity, ahead
of material cash flows from the current contracts being
implemented.
To date the Company has relied on its current debt financing
facilities, including its invoice discounting facilities, and the
Company's net debt at 28 February 2018 was $9.34m with available
facilities of $1.64m (mostly comprised of invoice discounting
facilities). The ongoing usage of such invoice discounting
facilities remains at the discretion of the banks providing them.
The Directors are confident that as a result of its pipeline of
potential new customer contracts and the expected revenues from its
recently won contracts now being implemented, the Company's
cashflow position will improve and it will be able to satisfy all
debts as they fall due. However, there can be no certainty that the
Company will be able to repay all funds drawn down under the
Facility upon the Maturity Date or that other facilities such as
invoice discounting will continue to be available when required,
which could have a material impact on the Company's financial
position and prospects. Cash management and debt obligations
continue to be monitored by the Directors very closely.
José Luis Vázquez, CEO of Mirada plc, commented:
"The Company is currently in an expansion phase and is investing
in the deployment of its recently won contracts, which have
intensive working capital requirements. We are very grateful for
the support provided from our largest shareholder, which will
greatly help with the cash flow requirements of our current
deployments and in converting our strong pipeline of new business
opportunities."
Other terms of the Facility
The Facility is not transferable or assignable by the
lender.
The Company will pay the lender's fees of GBP45,000 for the
provision of the Facility on drawdown of Facility A, such amount to
be deducted from the proceeds of such drawdown. The Company is also
required to promptly on demand pay the lender the amount of all
reasonable costs and expenses (together with any value added tax on
them) that the lender incurs in connection with the negotiation and
preparation of the Facility and the negotiation and preparation of
any security document to be entered into thereunder capped, in
aggregate, at GBP20,000.
The Company has provided the lender with customary warranties
and representations in respect of the Facility and certain other
matters. The Company has also given certain undertakings to the
lender, including, inter alia, that until the Loan has been repaid
in full, the Company will:
(i) not pay or make any payment or transfer to shareholders of
any dividend, bonus, loan or distribution;
(ii) not without the prior consent of the lender (such consent
not to be unreasonably withheld or delayed) incur any other
indebtedness other than: (a) trade debts incurred in the ordinary
course of business; or (b) certain permitted indebtedness; or (c)
the renewal or extension of any indebtedness which exists on the
date of the Facility (provided that the principal amount of such
indebtedness does not increase to a material extent);
(iii) notify the lender upon becoming aware of any breach of any
law, regulation or practice or any material breach of any licence,
permit, consent or other authorisation held;
(v) exercise all rights and comply with all obligations under the Facility;
(vi) notify the lender of any Events of Default (as defined
below) or of any litigation, arbitration or administrative
proceedings or claims made or threatened against the Company which
could have a material adverse effect on its business, assets or
financial condition;
(vii) effect and maintain insurance over its assets and business; and
(viii) not without the prior written consent of the lender (such
consent not to be unreasonably withheld or delayed) sell, assign,
lease, transfer or otherwise dispose of in any manner all or any
part of, or any interest in, its assets other than: (i) trading
stock in the ordinary course of business; (ii) assets exchanged for
other assets comparable or superior as to type, value and quality;
and (iii) assets whose individual market value is worth less than
GBP100,000.
Events of default
The Loan, and all applicable interest, is immediately repayable
early on certain customary events of default occurring including,
inter alia, (the "Events of Default"):
(i) failure by the Company to make payment on a due date;
(ii) any breach of warranty or representation made by the Company under the Facility;
(iii) a material breach of the Facility by the Company which, if
capable of remedy, is not remedied within 10 business days to the
reasonable satisfaction of the lender;
(iv) the Company, or any of its subsidiaries, being unable to
pay its debts or otherwise becoming insolvent;
(v) the appointment of an administrator or other receiver of the
whole or any part of the assets of the Company, or any of its
subsidiaries;
(vi) any distress or other legal process affects the whole or a
material part of the assets of the Company, or any of its
subsidiaries, and is not discharged within 21 days;
(vii) an order being made or a petition being presented for the
winding-up or liquidation of the Company, or any of its
subsidiaries, or an administration order against the Company, or
any of subsidiaries, being presented or notice of the appointment
of an administrator in respect of the Company, or any of its
subsidiaries, being presented;
(viii) any event occurring which in the reasonable opinion of
the lender is likely to have a material adverse effect on the
Company's ability to comply with its obligations under the
Facility;
(x) a change of control occurs, which means the transfer of
shares in the Company to any person not already a shareholder in
the Company, or persons acting in concert (as defined in the
Takeover Code) with them, such that the transferee (or persons
acting in concert) obtains control (as defined in section 1124 of
the Corporation Tax Act 2010); or
(xi) the Company failing to comply with its obligations to enter
into the first ranking pledge in favour of the lender in accordance
with the terms of the Facility.
The Facility is governed by English law.
Enquiries:
Mirada plc +44 (0) 207 868
José Luis Vázquez, 2104
Chief Executive Officer investors@mirada.tv
Gonzalo Babío, Finance
Director
Newgate Communications +44 (0) 20 7653
Bob Huxford 9850
James Browne mirada@newgatecomms.com
Allenby Capital Limited
(Nominated Adviser and Broker)
Jeremy Porter / Alex Brearley +44 (0) 20 3328
/ Liz Kirchner 5656
About Mirada
Mirada creates and manages products and services for digital TV
operators and broadcasters. With almost 20 years of experience, the
Company focuses on the future of Digital TV - multiscreen cross -
platform navigation - anytime, anywhere. It offers a complete suite
of end-to-end modular products for set-top boxes, PC, smartphones
and tablets, all with innovative state-of-the-art user interface
designs.
Mirada's products and solutions have been deployed by some of
the biggest names in digital media and broadcasting including
Televisa, Telefonica, Sky, Virgin Media, BBC, ITV and France
Telecom. Headquartered in London, Mirada has commercial
representation across Europe, Latin America and Southeast Asia and
operates technology centres in the UK and Spain.
For more information, visit www.mirada.tv.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUNVWRWUAORAR
(END) Dow Jones Newswires
March 07, 2018 02:00 ET (07:00 GMT)
Mirada (LSE:MIRA)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Mirada (LSE:MIRA)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024