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MIRA Mirada Plc

1.55
0.00 (0.00%)
13 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mirada Plc LSE:MIRA London Ordinary Share GB00BK77QQ18 ORD 100P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.55 0.10 3.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Mirada PLC Posting of R&A, AGM Notice & Share Consolidation (9307I)

14/08/2019 7:02am

UK Regulatory


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TIDMMIRA

RNS Number : 9307I

Mirada PLC

14 August 2019

14 August 2019

Mirada plc

("Mirada", the "Company" or the "Group")

Posting of Annual Report, notice of AGM and proposed share consolidation

Mirada plc (AIM: MIRA), a leading audio-visual content interaction specialist, announces that it will hold its Annual General Meeting ("AGM") at the offices of Howard Kennedy LLP at No.1 London Bridge, London SE1 9BG on 10 September 2019 at 12 noon.

The notice of AGM, the Company's Annual Report and Accounts for the year ended 31 March 2019 and a letter in respect of electronic communications will be posted to shareholders today and made available later today on the Company's website at www.mirada.tv/en/investors/financial-results/.

At the AGM, as well as the usual business of an annual general meeting, additional resolutions are being proposed to approve the following:

1. That, in accordance with section 618 of the Companies Act 2006, every 100 ordinary shares of GBP0.01 each in the capital of the Company ("Existing Ordinary Share(s)") held by a shareholder at 8.00 p.m. on 10 September 2019 shall be consolidated into 1 ordinary share of GBP1.00 each ("Consolidated Share(s)"), such Consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Ordinary Shares as set out in the Company's articles of association for the time being (the "Consolidation").

2. To authorise the Company generally and unconditionally to use electronic communications with its shareholders and in particular to authorise the Company to send or supply documents or information to its shareholders by making them available on a website.

Full details of the above proposals are set out in the notice of AGM being sent to shareholders and are also set out below:

Electronic Communications

Under the Companies Act 2006 the Company is permitted to make arrangements to communicate electronically with shareholders. The Company proposes to take advantage of these arrangements in order to improve communication with shareholders while reducing its use of paper. The proposal in resolution 7 being proposed at the AGM makes it possible for electronic communication to become the default method of communication, and shareholders must then specify if they wish to continue to receive communications in paper form. The resolution will authorise the Company to use its website as a means of communicating with shareholders who do not request documentation in paper form.

The proposed new electronic communications regime requires the Company to consult with its shareholders individually as to whether they wish to receive information through the Company's website. A consultation letter will be enclosed with the notice of AGM in this regard (the "Consultation Letter"). If Resolution 7 is approved by shareholders, and a shareholder so agrees, then future communications with that shareholder will be by electronic means. If a shareholder fails to respond to the Consultation Letter within 28 days, then such a shareholder will be deemed to have agreed to receive communications by electronic means.

Notwithstanding any prior request or deemed consent to receive communications electronically, a shareholder may at any time inform the Company that he or she wishes to receive all or specific information in paper form. In addition, the Company has to notify shareholders who receive information in electronic form when certain key information is available on the Company's website at www.mirada.tv.

The Company sees a positive benefit in the increase in electronic communications, in terms of the saving of paper and production expense.

If Resolution 7 is passed by shareholders at the AGM, the Company will correspond with each shareholder individually as regards communicating with them electronically.

The Consolidation

The Consolidation is proposed due to the perception of the Company's shares by the investor community and in order to reduce the total number of shares in issue. One consequence of having a very large number of shares in issue, with a very low market share price, is that small share trades can result in large percentage movements in share price which can result in considerable share price volatility. The Board also believes that the bid-offer spread on shares priced at low absolute levels can be disproportionate to the market share price, often to the detriment of shareholders.

The Directors consider that it is in the best interests of the Company's long-term development as a publicly quoted company to have a smaller number of shares in issue and a higher share price. Accordingly, in order to reduce the number of shares in issue and attempt to reduce the likelihood of there being large dealing spreads in the Company's shares, thereby helping to reduce the likelihood of share price volatility, the Board is proposing the Consolidation.

The record date for the purposes of the Consolidation is 8.00 p.m. on 10 September 2019 ("Record Date").

As all of the Existing Ordinary Shares are proposed to be consolidated, the proportion of issued ordinary shareholdings in the Company held by each shareholder immediately before and immediately after the Consolidation will, save for fractional entitlements (the treatment of which is described below), remain unchanged.

Each Consolidated Share will carry the same rights under the Company's articles of association as each Existing Ordinary Share does at present, including the right to vote and to receive all dividends and other distributions and any return of capital declared following the Consolidation.

Fractional entitlements

In the event that the number of Existing Ordinary Shares attributed to a shareholder is not exactly divisible by 100, the Consolidation will generate an entitlement to a fraction of a Consolidated Share. Accordingly, following the implementation of the Consolidation, any shareholder who as a result of the Consolidation has a fractional entitlement to any Consolidated Shares, will not have a proportionate shareholding of Consolidated Shares exactly equal to their proportionate holding of Existing Ordinary Shares.

Furthermore, any shareholders holding fewer than 100 Existing Ordinary Shares as at the Record Date will cease to be a shareholder of the Company. The minimum threshold to receive Consolidated Shares will be 100 Existing Ordinary Shares.

For purely illustrative purposes, an example of the effect of the Consolidation is set out below:

 
 Number of Existing      Number of Consolidated   Fractional entitlement 
  Ordinary Shares held    Shares                   following the Consolidation 
 9,065                   90                       0.65 
 

As regards the Consolidated Shares, no certificates regarding fractional entitlements will be issued. Instead any Consolidated Shares in respect of which there are fractional entitlements will be aggregated and sold. The Board is of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to distribute any proceeds of sale which instead would be retained for the benefit of the Company. For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however, it is the stockbroker's or nominee's responsibility to deal with fractions arising within their customer accounts, and not that of the Company.

Resulting issued share capital

The issued share capital of the Company immediately following the Consolidation (assuming it is approved by the shareholders) is expected to comprise 8,908,435 Consolidated Shares.

In anticipation of the Consolidation being approved by shareholders at the AGM, the Company intends, immediately prior to the Annual General Meeting, to issue 92 additional Ordinary Shares (the "Share Consolidation Shares") so as to enable the total number of Ordinary Shares in issue by the Company to be exactly divisible by 100. Since the Share Consolidation Shares will only represent a fraction of a New Ordinary Share, this fraction will itself be combined with other fractional entitlements and sold pursuant to the arrangements for fractional entitlements described above.

Admission to AIM of the Consolidated Shares

Application will be made for the Consolidated Shares to be admitted to trading on AIM in place of the Existing Ordinary Shares ("Admission"). It is expected that Admission will become effective and that dealings in the Consolidated Shares will commence on 11 September 2019.

The Consolidated Shares will have a new ISIN and SEDOL, which will become effective following the Consolidation. The new ISIN and SEDOL are GB00BK77QQ18 and BK77QQ1 respectively.

CREST and share certificates

Shareholders who hold Existing Ordinary Shares in uncertificated form via CREST will have such shares disabled in their CREST accounts on the Record Date, and their CREST accounts will be credited with their entitlement to Consolidated Shares on Admission.

Following the Consolidation, existing share certificates will cease to be valid and new share certificates for Consolidated Shares are expected to be despatched to those shareholders who hold their Existing Ordinary Shares in certificated form within 14 days after Admission. No share certificates will be issued in respect of Consolidated Shares to those shareholders who hold their Existing Ordinary Shares in uncertificated form.

Effects on options and other instruments

The entitlements to ordinary shares in the capital of the Company of holders of securities or instruments convertible into ordinary shares (such as share options under the Company's approved and unapproved share option schemes) will be adjusted to reflect the Consolidation. The Company will issue new documents to holders of such instruments in due course. All share options remain subject to relevant vesting conditions.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                                                    2019 
 Annual General Meeting                          12 noon on 10 September 
 Latest time and date for dealings in          4.30 p.m. on 10 September 
  Existing Ordinary Shares 
 Record Date                                   8.00 p.m. on 10 September 
 Admission effective and commencement          8.00 a.m. on 11 September 
  of dealings on AIM in the Consolidated 
  Shares 
 CREST accounts credited with Consolidated                  11 September 
  Shares (where applicable) 
 Despatch of definitive certificates                by 25 September 2019 
  for Consolidated Shares (where applicable) 
 

STATISTICS RELATING TO THE CONSOLIDATION

 
 Existing Ordinary Shares in issue at the 
  date of this announcement                                  890,843,408 
 Conversion ratio of Existing Ordinary Shares     one Consolidated Share 
  to Consolidated Shares                          for every 100 Existing 
                                                         Ordinary Shares 
 Total expected number of Consolidated Shares 
  in issue following the Consolidation                         8,908,435 
 ISIN for the Consolidated Shares                           GB00BK77QQ18 
 SEDOL for the Consolidated Shares                               BK77QQ1 
 

Enquiries:

 
 Mirada plc                                           +44 (0) 207 868 2104 
  José Luis Vázquez, Chief Executive         investors@mirada.tv 
  Officer 
  Gonzalo Babío, Chief Financial Officer 
 Allenby Capital Limited (AIM Nominated 
  Adviser and Broker) 
  Jeremy Porter 
  Liz Kirchner 
  James Hornigold                                     +44 (0) 20 3328 5656 
 Newgate Communications                               +44 (0) 207 680 6550 
  Bob Huxford                                      mirada@newgatecomms.com 
  Tom Carnegie 
 

About Mirada

Mirada is a leading provider of products and services for Digital TV Operators and Broadcasters. Founded in 2000 and led by CEO José Luis Vázquez, the Company prides itself on having spent almost 20 years as a pioneer in the Digital TV market. Mirada's core focus is on the ever-growing demand for TV Everywhere for which it offers a complete suite of end-to-end modular products across multiple devices, all with innovative state-of-the-art UI designs.

Mirada's products and solutions, acclaimed for unparalleled flexibility and optimal time to market, have been deployed by some of the biggest names in digital media and broadcasting including Televisa, ATNI, Digital TV Cable Edmund, Skytel, 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, Spain and Mexico. For more information, visit www.mirada.tv.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

NOAGGURCRUPBGAW

(END) Dow Jones Newswires

August 14, 2019 02:02 ET (06:02 GMT)

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