Posting of Circular and Notice of General Meeting
Lift Global Ventures Plc (AQSE:LFT), an enterprise company formed to identify investment and acquisition opportunities within the financial media and related technology industries, is pleased to announce that it has entered into a share purchase agreement to conditionally acquire the entire issued share capital of Miriad Limited (“Miriad”), a financial PR and IR consulting company run by well-known stock market commentator and current Director, Zak Mir (the “Acquisition”). The Company has posted, or otherwise made available, a circular to shareholders (containing a notice convening a General Meeting to be held at 10 a.m. on 5 September 2022 (the General Meeting)) in connection with the proposed acquisition of Miriad, which will constitute a substantial property transaction (“SPT”).
Background to and Reasons for the Acquisition
Miriad provides a bespoke, personalised service to small/mid-cap entities in the UK and access to Zak’s deep market insights, vast industry connections and significant social media following.
For the year ended 30 June 2022, Miriad reported revenue of £340,684 and an operating profit of £265,098. However, based on the annualised amount of current client retainers, current revenue can be measured slightly higher at £420,000 (spread across 26 companies).
The Acquisition will help to achieve the Directors’ goal of covering Lift’s fixed costs and providing, not just stability during a time of market turmoil, but an ideal platform from which to launch into the next phase of the Company’s growth strategy.
Following the Acquisition, Lift will seek to build on and strengthen Miriad’s client base by offering clients the opportunity to work with a listed company at the epicentre of the small/mid-cap arena.
Lift will also continue to seek complimentary acquisitions and other business growth opportunities which echo the Company’s strategy and broaden its hold in its field of expertise.
Terms of the Acquisition
The parties have entered into a share purchase agreement for the proposed acquisition of Miriad. The transaction remains conditional upon the satisfaction of certain conditions, including, inter alia, the approval of the resolutions tabled at the general meeting.
The consideration for the transaction is £366,667, which is to be satisfied by: (a) a cash payment of £200,000; and (b) the issue and allotment of 4,166,666 ordinary shares in the Company (at an issue price of £0.04 per share) (the “Consideration Shares”).
The Consideration Shares issued to the shareholders of Miriad, being Mr Mir and his spouse (the “Sellers”), will be subject to a lock-in restriction on disposals for a period of 12 months from completion of the Acquisition (“Lock-in”). The Lock-in restriction is subject to normal customary exceptions.
The agreement has been based upon standard arms’ length terms, and the Sellers have provided customary warranties in favour of the Company.
Related Party Transaction
Zak Mir is a director and a shareholder of the Company, and a significant shareholder and sole director of Miriad. The proposed transaction will therefore constitute a related party transaction for the purposes of Rule 4.6 of the AQSE Rules for Companies (“Related Party Transaction”).
Paul Gazzard and Tim Daniel are considered independent for the purposes of considering and approving the terms of the transaction on behalf of the Board (the “Independent Directors”). The Independent Directors have considered the terms of the Acquisition and believe the transaction to be in the best interests of Shareholders, as a whole.
Notice of General Meeting
The transaction will constitute a SPT which will require the approval of Shareholders at the General Meeting and the transaction is conditional upon such approvals. Subject to the resolutions being passed at the General Meeting, the Company expects to release an announcement thereafter to confirm that the Acquisition has been completed and that Miriad Limited has become a wholly owned subsidiary of the Company.
Lift Global Ventures Plc
Zak Mir, CEO
Tim Daniel, Executive Director
+44 (0)203 745 1865
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