Miroma Holdings Ltd reached an agreement on the terms of a recommended offer to acquire remaining 81.01% stake in Miroma SET Limited from a group of shareholders for £24.3 million on December 9, 2021. The transaction will be effected by means of a scheme of arrangement. Miroma Holdings Ltd will acquire the entire issued and to be issued share capital of Miroma SET Limited. The price for the acquisition consists of New Miroma Holdings Shares and cash in respect of fractional entitlements. Under the terms of the transaction, each Miroma SET shareholder will receive 0.0005638 Miroma Holdings' share priced at £20.13 per share implying a value of £1.14 pence per Miroma SET shares. Prior to the transaction, Miroma Holdings Ltd holds 501.8 million shares of Miroma SET Limited. The transaction will result in scheme shareholders owning approximately 10.8% stake in Miroma Holdings Ltd. Miroma Holdings reserves the right to elect to implement the acquisition by way of a takeover offer. In such event, such offer will be implemented on the same terms and conditions subject to appropriate amendments to reflect the change in method of effecting the acquisition, which may include changing the consideration structure under the terms of the acquisition and an acceptance condition set at 90% or such lesser percentage being more than 50% as Miroma Holdings may decide.

The transaction is subject to approval by a majority in number of Miroma SET Shareholders present, entitled to vote and voting at the court meeting, either in person or by proxy representing at least 75% in value of the SET Shares voted, the approval by SET Shareholders of all resolutions required to approve and implement the scheme, by the requisite majority at the general meeting, court approval, scheme becoming effective by no later than March 31, 2022 and the satisfaction or (where applicable) waiver of the other conditions listed. Miroma Holdings has received irrevocable undertakings from Kamyar Nassib, Stephen Hemsley, Euroblue Investments Limited, the Trustees of the Priory Foundation, the Trustees of the Sawyer Trust, the Trustees of the Sunborne Trust, Dowgate Capital Limited and other shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 714.54 million SET Shares. The independent Directors of Miroma Set unanimously recommend the shareholders to vote in favour of the scheme. An independent committee of Miroma SET has been formed. The transaction is currently expected to become effective during first quarter of 2022. Miroma SET's impressive roster of investors who backed the company via a Seed Round completed in tandem with its launch in 2021, will now become shareholders in The Miroma Group, previously also a minority investor in Miroma SET. Miroma SET Chairman Lord Michael Grade will also join The Miroma Group advisory board.
John Stephan and Susan Jarram of BDO LLP acted as the financial advisor to Independent SET Directors and Warner Mandel and Pietro Franchi of N.M. Rothschild and Sons Limited acted as the financial advisor to MHL. Eversheds Sutherland (International) LLP acted as legal advisor to Miroma Holdings. DWF Law LLP acted as legal advisor to Miroma SET.