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MIRRIAD ADVERTISING PLC
Remuneration Information • Oct 2, 2023
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Remuneration Information
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RNS Number : 2320O
Mirriad Advertising PLC
02 October 2023
2 October 2023
Mirriad Advertising plc
("Mirriad" or the "Company")
Update on LTIP and PDMR dealings
Mirriad Advertising plc, the leading in-content advertising company, announces that it has reviewed existing option grants under the Company's long-term incentive plan ("LTIP") following its recent placing and open offer completed in June 2023 ("2023 Placing").
The board views that many of the options granted historically under the LTIP have a relatively high exercise price compared to the 2023 Placing price of 3 pence per ordinary share of £0.00001 each ("Ordinary Share"). The Board therefore believes that the existing LTIP options are not acting as an important additional incentive to motivate and retain staff.
Appropriately incentivised staff will help drive the Company forward and ultimately generate long term value for shareholders. At the same time, it is key that the Company can use all of the levers at its disposal to retain talent that understands the business as it builds its programmatic capability.
As a result, the Company has offered staff holding options granted before 1 January 2023 under the LTIP with a strike price of over 3 pence each ("Existing Options") the opportunity to surrender their existing options over the Ordinary Shares (under the current LTIP) in exchange for new three-year options over Ordinary Shares with a strike price of 3 pence each (being equal to the 2023 Placing price) ("New Options"). The New Options will vest in equal annual instalments over three years from the date of issue.
The terms of the offer to staff are that they may surrender one Existing Option in return for one New Option, so the total volume of issued options over the Company's Ordinary Shares remains unchanged.
This offer has not been made to the Directors.
Of the total of 10,004,914 Existing Options, 8,635,490 options have been surrendered and replaced with such equal number of New Options.
The total 8,635,490 New Options consist of two grants:
1. 4,269,348 New Options granted to PDMRs; and
2. 4,366,142 New Options granted to 23 non-PDMRs
A list of PDMRs who have surrendered Existing Options for New Options is set out in the following table:
| Name and position | Number of shares subject to New Options |
| Mark Melvin, GM North America (PDMR) | 1,307,638 |
| Philip Mattimoe, Chief Technology Officer (PDMR) | 1,255,083 |
| Rajasekhar Parakkal, MD India (PDMR) | 732,667 |
| Tim Jones, Global Head of Research & Insights (PDMR) | 435,960 |
| Jamie Allen, Group Financial Controller & Company Secretary (PDMR) | 538,000 |
| Total New Option grants in this category | 4,269,348 |
Total options
The grant of 8,635,490 New Options equates to 1.76% of the Company's existing issued share capital (the "ISC"). The total number of options under grant by the Company remains unchanged following the grant of New Options (the "Total Options"), which is 50,308,831 and equates to 10.3% of the ISC. Following the surrender of Existing Options and the issue of New Options, the weighted average strike price of the Total Options is approximately 6.5p each.
The notifications below are made in accordance with the requirements of the Market Abuse Regulations.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Mark Melvin |
| 2 | Reason for the notification | |
| a) | Position / status | GM North America (PDMR) |
| b) | Initial notification / amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Mirriad Advertising plc |
| b) | LEI | 213800ZKOK9GIME7HE62 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares |
| c) | Price(s) and volume(s) | Exercise price 3p, volume 1,307,638 |
| d) | Aggregated information - Aggregated volume - Price |
1,307,638 £39,229.14 |
| e) | Date of the transaction | 2 October 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Philip Mattimoe |
| 2 | Reason for the notification | |
| a) | Position / status | CTO (PDMR) |
| b) | Initial notification / amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Mirriad Advertising plc |
| b) | LEI | 213800ZKOK9GIME7HE62 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares |
| c) | Price(s) and volume(s) | Exercise price 3p, volume 1,255,083 |
| d) | Aggregated information - Aggregated volume - Price |
1,255,083 £37,652.49 |
| e) | Date of the transaction | 2 October 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Rajasekhar Parakkal |
| 2 | Reason for the notification | |
| a) | Position / status | MD India (PDMR) |
| b) | Initial notification / amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Mirriad Advertising plc |
| b) | LEI | 213800ZKOK9GIME7HE62 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares |
| c) | Price(s) and volume(s) | Exercise price 3p, volume 732,667 |
| d) | Aggregated information - Aggregated volume - Price |
732,667 £21,980.01 |
| e) | Date of the transaction | 2 October 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Tim Jones |
| 2 | Reason for the notification | |
| a) | Position / status | Global Head of Research & Insights (PDMR) |
| b) | Initial notification / amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Mirriad Advertising plc |
| b) | LEI | 213800ZKOK9GIME7HE62 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares |
| c) | Price(s) and volume(s) | Exercise price 3p, volume 435,960 |
| d) | Aggregated information - Aggregated volume - Price |
435,960 £13,078.8 |
| e) | Date of the transaction | 2 October 2023 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Jamie Allen |
| 2 | Reason for the notification | |
| a) | Position / status | Group Financial Controller & Company Secretary (PDMR) |
| b) | Initial notification / amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Mirriad Advertising plc |
| b) | LEI | 213800ZKOK9GIME7HE62 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code |
Ordinary shares of £0.00001 each ISIN: GB00BF52QY14 |
| b) | Nature of the transaction | Grant of Options over Ordinary Shares |
| c) | Price(s) and volume(s) | Exercise price 3p, volume 538,000 |
| d) | Aggregated information - Aggregated volume - Price |
538,000 £16,140 |
| e) | Date of the transaction | 2 October 2023 |
| f) | Place of the transaction | Outside a trading venue |
ENDS
For further information please visit www.mirriad.com or contact:
| Mirriad Advertising plc Stephan Beringer, Chief Executive Officer David Dorans, Chief Financial Officer |
Tel: +44 (0)207 884 2530 |
| Nominated Adviser & Broker: Panmure Gordon James Sinclair-Ford/Daphne Zhang (Corporate Advisory) Rupert Dearden (Corporate Broking) |
Tel: +44 (0)20 7886 2500 |
| Financial Communications: Charlotte Street Partners Tom Gillingham Fergus McGowan |
Tel: +44 (0) 7741 659021 Tel: +44 (0) 7590 049023 |
About Mirriad
Mirriad's award-winning solution unleashes new revenue for content producers and distributors by creating new advertising inventory in content. Our patented, AI and computer vision technology dynamically inserts products and innovative signage formats after content is produced. Mirriad's market-first solution seamlessly integrates with existing subscription and advertising models, and dramatically improves the viewer experience by limiting commercial interruptions.
Mirriad currently operates in the US, Europe and the Middle East.
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