Proposed cancellation of admission to trading on AIM of ordinary shares, re-registration as a private limited company and adoption of new Articles of Association and
notice of General Meeting
Update on trading for the year to 31 March 2023
Mirada (AIM: MIRA), a leading provider of integrated software solutions for digital TV operators, broadcasters and streaming platforms, announces the proposed cancellation of admission to trading on AIM of its ordinary shares (“Cancellation”), re-registration as a private limited company (“Re-registration”) and adoption of new articles of association (“New Articles”) (together, the “Proposals”).
The Directors have undertaken a review to evaluate the benefits and drawbacks to the Company and its Shareholders of retaining the admission to trading on AIM of the Ordinary Shares. This review has included, amongst other matters, the impact of the concentration of Ordinary Shares beneficially owned by one major shareholder, the inability of the Company to attract material new investment from third party equity investors, the public market share trading and valuation volatility of the Company and the increasing costs of maintaining a public quotation. For these reasons, the Directors have concluded that the Proposals are in the best interests of the Company and its Shareholders as a whole. Further details of the background to and reasons for the Proposals are set out in Appendix I to this announcement.
The Proposals are subject to Shareholder approval and accordingly, a circular will be sent to Shareholders today setting out the background to and reasons for the Proposals (“Circular”) and which will contain a notice convening a general meeting (“General Meeting”) at which Shareholders are invited to consider and, if thought fit, approve resolutions to implement the Proposals. Extracts of the Circular can be found in Appendix I to this announcement.
To be passed, the Cancellation Resolution requires, pursuant to Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting. The resolution to approve the Re-registration and the adoption of New Articles also requires the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting.
Kaptungs, the holder of 87.21 per cent. of the Issued Share Capital, has irrevocably undertaken to procure that the votes attaching to its Ordinary Shares are cast in favour of the Resolutions by the registered holder of those Ordinary Shares (such Ordinary Shares being held on behalf of Kaptungs by a nominee) and therefore, the Resolutions are expected to be passed at the General Meeting and therefore the Cancellation and Re-Registration are expected to proceed.
The General Meeting will be held at the offices of the offices of Howard Kennedy LLP at No. 1 London Bridge, London SE1 9BG at 12 noon on 9 June 2023.
To facilitate future shareholder transactions in Ordinary Shares, JP Jenkins has been appointed to provide a matched bargain facility, which is expected to be available from 19 June 2023. Shareholders wishing to trade these securities can do so through their stockbroker. Trades will be conducted at a level that JP Jenkins is able to match a willing seller and a willing buyer. Trades can be conducted, and limits can be accepted, during normal business hours. Shareholders or potential investors can place limits via their existing UK regulated stockbroker.
A copy of the Circular and the New Articles will be made available later today on the Company’s website at www.mirada.tv.
For the twelve months ended 31 March 2023 (“FY23”), trading was similar to the year ended 31 March 2022 (“FY22”). Subject to audit, revenue for FY23 is expected to be approximately $10.7 million (FY22: $11.0 million) and adjusted EBITDA for FY23 is expected to be approximately $1.5 million (FY22: $1.6 million). Net debt has increased from $8.59 million as at 31 March 2022 to $9.75 million as at 31 March 2023 and $10.27 million (€9.43 million) as at 30 April 2023, as the Group continues to be reliant on the ﬁnancial support of Kaptungs.
The Group has made marked progress in consolidating its position as a leading provider of Android TV-powered software in the industry, with deployments almost doubling from 1.5 million devices at 31 March 2022 to approximately 2.9 million at 31 March 2023.
With more than 30 content provider integrations, growing demand for Mirada’s Android TV product across its end markets and market activity at pre-Covid levels, the Group remains well positioned to continue to benefit from the strong current pipeline, especially in the Latin America region.
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