LONDON, UK: Lift Global Ventures Plc (AQSE: LFT), an enterprise company formed to identify investment and acquisition opportunities within the financial media and related technology industries, has entered into a share purchase agreement to conditionally acquire the entire issued share capital of Miriad Limited, a financial PR and IR consulting company run by well-known stock market commentator and current Director, Zak Mir.
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 Global Ventures 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.
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.
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”).