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About Marc Boyan

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United Kingdom

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Miroma SET Limited Announcements Miroma SET Limited: Recommended Acquisition of Miroma SET Limited

Dec 9, 2021

Recommended Acquisition of Miroma SET Limited RNS Number : 0415V   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR IMMEDIATE RELEASE under Part 26 of the UK Companies Act 2006 Summary · The Board of MHL and the Independent SET Directors are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which MHL intends to acquire the entire issued and to be issued share capital of SET (the "Acquisition"). The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). · The price for the Acquisition consists of New MHL Shares, and cash in respect of fractional entitlements. · Under the terms of the Acquisition, each SET Shareholder will be entitled to receive: for each SET Share: 0.0005638 New MHL Shares (the "Exchange Ratio") · Based on a valuation of £20.13 per New MHL Share (which implies a valuation for all of the currently issued MHL Shares of £200 million), the Acquisition values each SET Share at 1.14 pence and the entire issued and to be issued share capital of SET at approximately £30 million on a fully diluted basis, which has been agreed between the Independent SET Directors and the MHL Board (the "Agreed Offer Valuation") and represents a premium of approximately: · 405 per cent. to the closing price of 0.23 pence per SET Share on 2 September 2020, being the last day on which SET Shares were traded prior to cancellation of SET's admission to trading on AIM; and · 190 per cent. to the 2021 Capital Raise Valuation. · Fractions of entitlements to New MHL Shares will be rounded down to the nearest whole number of New MHL Shares and SET Shareholders will receive cash in respect of fractional entitlements to New MHL Shares on the basis of the valuation of £20.13 per New MHL Share implied in the Agreed Offer Valuation, rounded down to the nearest penny. SET Shareholders who, based on the Exchange Ratio, would receive less than one New MHL Share will receive cash only in respect of that fractional entitlement. · As at the date of this Announcement and subject to the determination of fractional entitlements at the Scheme Record Time, the Acquisition is expected to result in Scheme Shareholders owning approximately 10.8 per cent. of the MHL Shares in issue following completion of the Acquisition. Information on MHL and the New MHL Shares · MHL is incorporated under the laws of England. Marc Boyan, Chief Executive Officer of both MHL and SET, is the ultimate beneficial owner of a majority of the shares in MHL. · The New MHL Shares will be unlisted securities. MHL has no other shares admitted to listing or trading on any stock exchange. The MHL Articles contain restrictions on the transfer of MHL Shares. MHL Shares will not be liquid and, accordingly, MHL Shareholders may not be readily able to realise their investment in MHL. · Further information on the New MHL Shares is set out in the full text of this Announcement and Appendices IV and V to this Announcement. In particular, the attention of SET Shareholders is drawn to the risk factors in relation to the New MHL Shares set out in the full text of this Announcement and Appendix V to this Announcement. Strategic Rationale The Acquisition is intended to enable SET to become part of an organisation which will have the scale to accelerate the delivery of a shared strategic vision. In particular, MHL believes that SET's agencies will benefit from being part of a larger group, diversified across client verticals, and with seamless access to MHL's digitally centric resources. Furthermore, whilst SET and MHL share certain management team members, SET is expected to benefit from access to a broader management team with expertise across media, marketing, operational and administrative functions. MHL believes that SET Shareholders will benefit from the ability to participate pari-passu with MHL's shareholders in any future liquidity events, as part of a more diversified group with greater scale. Furthermore, MHL believes that the combined group is expected to have better access to debt and equity capital to finance further growth as a function of scale and both customer and service diversification Independent SET Directors The Independent SET Directors are The Lord Grade of Yarmouth, Nicholas Lycett and Andrew Charles. SET's other directors, Marc Boyan and Sir David Michels, are directors of MHL and are therefore not members of the Independent SET Committee and have not participated in the decision to recommend the Acquisition. Irrevocable undertakings and support for the Acquisition MHL has received irrevocable undertakings from certain Scheme Shareholders (including Kamyar Nassib and Stephen Hemsley, in respect of themselves and certain connected persons, Euroblue Investments Limited, the Trustees of the Priory Foundation, the Trustees of the Sawyer Trust, the Trustees of the Sunborne Trust and Dowgate Capital Limited) to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 702,540,707 SET Shares, representing, in aggregate, approximately 31.25 per cent. of SET's issued share capital, approximately 40.22 per cent. of the Scheme Shares and approximately 42.94 per cent. of the Voting Scheme Shares as at the Last Practicable Date. Together with the irrevocable undertakings received from the Independent SET Directors, MHL has received irrevocable undertakings to vote (or to procure the vote) in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 714,328,882 SET Shares, representing, in aggregate, approximately 31.77 per cent. of SET's issued share capital, approximately 40.90 per cent. of the Scheme Shares and approximately 43.66 per cent. of the Voting Scheme Shares as at the Last Practicable Date. Further details of these irrevocable undertakings are set out in Appendix III to this Announcement. SET Recommendation · The Independent SET Directors, who have been so advised by BDO LLP as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent SET Directors, BDO LLP has taken into account the commercial assessments of the Independent SET Directors. BDO LLP is providing independent financial advice to the Independent SET Directors for the purposes of Rule 3 of the Takeover Code. · Accordingly, the Independent SET Directors intend to recommend unanimously that SET Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Independent SET Directors have irrevocably undertaken to do in respect of their own beneficial holdings of a total of 11,788,175 SET Shares, representing, in aggregate, approximately 0.52 per cent. of SET's issued share capital, approximately 0.67 per cent. of the Scheme Shares and approximately 0.72 per cent. of the Voting Scheme Shares as at the Last Practicable Date. Scheme Document and Court Meeting · The Scheme Document will include further information about the Acquisition, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Scheme, and will specify the actions recommended to be taken by SET Shareholders. The Scheme Document will be sent to SET Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, unless otherwise agreed with the Panel, and the Court Meeting and the General Meeting are expected to be held shortly thereafter. The Scheme is currently expected to become Effective during Q1 2022. · The Acquisition will be conditional on, amongst other things, the following matters: · the approval of the Scheme by a majority in number of SET Shareholders present, entitled to vote and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. 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; · the sanction of the Scheme by the Court; · the Scheme becoming Effective by no later than the Long Stop Date; and · the satisfaction or (where applicable) waiver of the other Conditions listed in Appendix I to this Announcement. · As at close of business on the Last Practicable Date, Miroma R4E Holdings Limited, a wholly owned subsidiary of MHL, holds 501,810,758 SET Shares and Marc Boyan holds 64,737,041 SET Shares. None of Miroma R4E Holdings Limited, Marc Boyan, Sir David Michels and certain other holders of Scheme Shares which are not Voting Scheme Shares (who, in aggregate, hold 612,423,691 SET Shares representing approximately 27.24 per cent. of SET's issued share capital) will be entitled to vote at the Court Meeting.

Marc Boyan Investments

2 Investments

Marc Boyan has made 2 investments. Their latest investment was in JUST Goods as part of their Angel on October 10, 2017.

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Marc Boyan Investments Activity

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