Number : | 3292N | Date : | 20/01/2023 |
Company : | Mirriad→ Advertising PLC | Time : | 07:00:00 |
←Mirriad→ Advertising - Strategic Review, ←Formal→ ←Sale→ ←Process→
THIS IS AN ANNOUNCEMENT MADE UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION BY ANY PARTY TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE FOR ←MIRRIAD→ ADVERTISING PLC, NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH FORMS PART OF
For immediate release
("←Mirriad→", the "Company" or "Group")
Strategic Review, ←Formal→ ←Sale→ ←Process→, Appointment of Joint Broker
and
Appointment of Joint Financial Adviser
The board of directors of ←Mirriad→ (the "Board"), the leading in-content advertising company, has decided to conduct a ←formal→ review of the various strategic options available to the Company to maximise value for shareholders and other stakeholders (the "Strategic Review").
The Board and the management believe that, following the Company's progress and improved position in the US market and the development of its platform capabilities including programmatic readiness, the Company is significantly undervalued and that there is meaningful upside potential to the current share price. While all options are under consideration, including raising additional equity and a ←sale→ ←process→, there can be no assurance that the Strategic Review will result in any transaction, nor as to the terms of any transaction.
The Strategic Review should include an exploration of a wide range of options including, but not limited to, the merits of ←Mirriad→ remaining a standalone publicly listed company. It must be emphasised that this is just one of multiple alternatives being evaluated. The Board has decided that the ←sale→ ←process→ element of the Strategic Review should be undertaken under the mechanism referred to in the City Code on Takeovers and Mergers (the "Takeover Code") as a "←Formal→ ←Sale→ ←Process→". There can be no certainty that an offer will be made for the Company nor as to the terms on which any offer may be made.
Background to the Strategic Review
In-content advertising market presents a large opportunity
Based on the announcements made by Amazon and NBCU at the US advertising "upfronts" in
The scarcity of advertising inventory in the market will only partly be alleviated by the limited quantity of inventory in advertising supported streaming platforms. Given the growing pressure on the entire industry caused by increased programming cost, the Company expects significant growth in the overall in-content market beginning in 2024. This is expected to happen once in-content advertising transactions are automated programmatically at scale and the marketplace achieves higher liquidity as a result of additional supply and demand.
Since the summer of 2022, a growing industry sentiment has been building in the market that the in-content advertising format is set to become a standard format in the industry. As a result, ←Mirriad→ is now engaged in negotiations and discussions with multiple tier one supply-side companies including the biggest connected TV ("CTV") and streaming players in the world. This has created strong momentum for ←Mirriad→, as the Company is now being validated as an enterprise (versus point) solution for the creation of incremental advertising inventory, which should ultimately lead to recurring, predictable revenues for the business.
Strong momentum for revenue opportunities going into 2023
Since 2020, ←Mirriad→ has been developing the market for in-content advertising in the US by building commercial partnerships on the supply-side (broadcasters, digital video content platforms); driving demand from the buy-side (advertisers and their agencies); and initiating the path to scale through first integrations with ad-tech platforms.
In this first, adoption phase, where transactions of in-content inventory are driven campaign by campaign on the basis of a growing but limited set of accessible content, the Company has succeeded in building a roster of: 47 content partnerships; activating 299 campaigns for advertisers over the last 5 years; steadily building active relationships with all major agency groups; integrating with leading ad-tech partners to programmatically activate first dynamic insertions; delivering extensive proof of high performance with third party research; and building a market leading reputation and position. This is also evidenced by the AdExchanger Award for "Most Innovative TV Advertising Technology" in
A similar dynamic is manifesting itself in the ad-tech space where players are looking at broader integration opportunities with ←Mirriad→.
←Mirriad→ is now working with leading advertisers including five of the top ten global spenders. Some advertisers in the US are already spending up to 0.3% of their measured media budgets with the Company, suggesting that in an automated future, with supply spanning across CTV and streaming, the marketplace could represent around 3% of the total market by 2026 with a value of approximately
Trading Update and Strategic Review ←process→
The Company confirms that revenue for the financial year to
As at
The Company has previously said that is has sufficient cash to fund operations until the third quarter of 2023. The Board is confident that with the appropriate funding the Company is on track to deliver its growth strategy and roadmap for 2023, 2024 and 2025 that will be anchored around a wide integration with the media ecosystem, a full roll-out of programmatic transactability, the expansion into new emerging platforms and formats and the acceleration of growth through strategic partnerships in key areas including influencer media, live experiences, live streaming and contextual artificial intelligence.
In this context and to enable the Company's growth trajectory, the Board has determined that it is now appropriate to undertake a ←formal→ review of its corporate strategy and options to maximise value for its shareholders and other stakeholders. This Strategic Review will cover a range of options with a number of potential outcomes including but not limited to:
· raising additional equity capital from the Company's existing shareholders and new investors;
· seeking a strategic partner to support the Company's growth and provide additional balance sheet strength;
· the ←sale→ of the Company or a merger with another public entity, which will be conducted under the framework of a "←formal→ ←sale→ ←process→" in accordance with the Takeover Code; and
· the continued review of the Company's strategy, cost base and allocation of cash resources.
The Board will undertake the review in a timely but structured manner, evaluating merits of each of the outcomes above, and potentially others that may arise, in defining the future corporate strategy for the Company.
Appointment of Joint Broker
←Mirriad→ announces the appointment of Baden Hill, a trading name of
←Formal→ ←Sale→ ←Process→ and Takeover Code considerations
The Strategic Review will be undertaken under the mechanism referred to in the Takeover Code as a "←Formal→ ←Sale→ ←Process→".
The Company has appointed
The Board reserves the right to alter or terminate any aspect of the ←process→ as outlined above at any time, and to reject any approach or terminate discussions with any interested party at any time, and in such cases will make an announcement as appropriate.
The Company is not currently in discussions with, or in receipt of an approach from, any potential offeror at the date of this announcement. The Company will make further announcements as appropriate.
Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the ←formal→ ←sale→ ←process→, that any ←sale→, strategic investment or other transaction will be concluded, nor as to the terms on which any offer, strategic investment or other transaction may be made.
ENDS
Enquiries:
Via
Joint Financial Adviser, Nominated Adviser and Joint Broker:
Panmure Gordon
Tel: +44 (0)20 7886 2500
Joint Financial Adviser
IEG
Tel: +49 (0)172 9906353
Jan Wyrowinski, Vice President
Tel: +49 (0)173 2578948
Email: ←mirriad→@ieg-banking.com
Joint Broker:
Tel: +44 (0)20 3951 8904
PR:
Tel: +44 (0) 7741 659021
Tel: +44 (0) 7810 636995
MAR
The information contained within this announcement is considered by the Company to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
The person responsible for making this announcement on behalf of ←Mirriad→ is
←Mirriad→'s award-winning solution creates new advertising inventory for brands. Our patented, AI and computer vision powered platform dynamically inserts products and innovative signage formats after content is produced. ←Mirriad→'s market-first solution creates a new revenue model for content owners distributing across traditional ad supported and subscription services, and dramatically improves the viewer experience by limiting commercial interruptions. ←Mirriad→ currently operates in the US,
IMPORTANT NOTICES
IEG, which is not authorised and regulated by any financial regulator in the
Panmure Gordon, which is authorised and regulated by the
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the ←formal→ ←sale→ ←process→, and other information published by the Company contain statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.
The distribution of this announcement in jurisdictions outside the
The ←Formal→ Sales ←Process→ relates to the securities of a
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than
If two or more persons act together pursuant to an agreement or understanding, whether ←formal→ or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Rule 2.9 disclosure
For the purposes of Rule 2.9 of the Takeover Code, the Company confirms that, as at
Publication on website
For the purposes of Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on ←Mirriad's website at www.mirriadplc.com/investor-relations promptly following its publication and in any event no later than 12 noon (