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Pin to quick picksThe Mission Group Regulatory News (TMG)

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Market Cap: £15.85m
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Acquisition, Placing and Board Appointment

12 Oct 2012 07:00

RNS Number : 5417O
The Mission Marketing Group PLC
12 October 2012
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The Mission Marketing Group plc

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Acquisition of balloon dog

Placing of new Ordinary Shares to raise Β£1.2 million

Board Appointment

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The Mission Marketing Group plc ("the missiontm" or the "Company"), the national marketing communications and advertising group, is pleased to announce that it has acquired Friars 573 Ltd, a company trading as balloon dog ("balloon dog"), for a consideration of up to Β£3.2 million, to be satisfied in cash and new ordinary shares of the Company ("the Acquisition").

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Furthermore, the Company has placed 4,289,144 million new ordinary shares of 10 pence each ("Ordinary Shares") with new and existing institutional shareholders at a price of 28 pence per Ordinary Share ("the Placing Price") ("the Placing") to raise Β£1.2 million.

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Information on balloon dog

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balloon dog is an independent, management-owned multi-channel marketing communications agency, employing approximately 80 staff in offices in London and Norwich. Offering a wide range of services, spanning from advertising, design, digital, branding, direct marketing, social media and strategy planning, and a client base including household names such as Aviva, Barclaycard, Pret a Manger, and Rightmove, balloon dog is complementary to the existing offering and strategy of the missiontm and its portfolio of specialist agencies.

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balloon dog has historically been both profitable and cash generative, with turnover of Β£6.3 million and pre-tax profit of Β£0.7 million in the year ended 31 December 2011. The Board of the missiontmΒ expects that the Acquisition will be immediately earnings enhancing and will be financed through the proceeds of the Placing and through the missiontm's cash flows and current bank facilities.

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The current management structure of balloon dog will be retained and James Clifton, CEO of balloon dog, will be appointed to the Board of the missiontm with immediate effect. He has significant experience within the industry from time spent in senior account positions with WPP, including an international assignment for HSBC, based in New York. His client experience includes the Prudential, Natwest, Marks & Spencer and UNICEF, and internationally, Shell, T-Mobile and General Motors.

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Executive Chairman of the missiontm, David Morgan, said: "We are very pleased to add a further high quality business to themissiontmfamily. balloon dog is an exciting, profitable business and fits perfectly into our portfolio of agencies. We look forward to driving balloon dog's growth through our national footprint and shared knowledge."

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James Clifton, balloon dog CEO, commented: "balloon dog have enjoyed an excellent four years and we are looking forward to continued growth within the missiontmfamily. The missiontm model fits us perfectly as we are a strong entity in our own right but can benefit further from a likeminded network of agencies."

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Further information in respect of the Acquisition, the Placing and the appointment of James Clifton to the board of the missiontm is set out below.

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Enquiries:

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The Mission Marketing Group plc

David Morgan, Chairman

Peter Fitzwilliam, Finance Director

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020 3463 2099

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finnCap Limited

Geoff Nash/Henrik Persson (corporate finance)

Simon Starr (corporate broking)

020 7220 0500

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the missiontmΒ is a national marketing communications and advertising group, listed on AIM (TMMG). The Group specialises in providing national and international clients with award winning marketing, advertisingΒ and business communications. Group members include Addiction, April-Six, Big Communications, Bray Leino, RLA, Robson Brown, Story, ThinkBDW and Yucca. Following the balloon dog acquisition, the missiontm now employs over 800 staff in 17 offices across the UK.

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www.themission.co.uk

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Details of the Acquisition

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Under the terms of the Acquisition (on a cash-free, debt-free basis), the Company has agreed to pay a maximum consideration of Β£3.2 million (being up to Β£2.9m in cash and up to Β£0.3m in new Ordinary Shares) to the vendors of balloon dog (the "Vendors"), structured as follows:

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Β·; an initial payment on completion of Β£535k in cash and the issue to the Vendors of 241,352 new Ordinary Shares (the "Consideration Shares") (being Β£75k at a price per Ordinary Share equating to the average closing mid-market price of the missiontm's Ordinary Shares for the ten business days prior to completion of the Acquisition), and a further cash payment of Β£106k in January 2013;

Β·; contingent on balloon dog achieving profitability targets for the year ended 31 December 2012, a payment in April 2013 of Β£0.5 million in cash and the issue to the Vendors of a further Β£75k of new Ordinary Shares at the average closing mid-market price for the ten business days prior to the relevant date. A further payment of Β£0.5 million is payable should the balloon dog achieve performance targets for the period from 30 September 2012 to 31 March 2013. The Company currently expects such profit targets to be achieved; and

Β·; the balance dependent upon balloon dog achieving annual and cumulative profit targets for the years ended 31 December 2013, 2014 and 2015.

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Details of the Placing

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The Company has conditionally raised Β£1.2 million (before expenses) by the issue of 4,289,144 million new Ordinary Shares (the "Placing Shares") through its broker, finnCap, with new and existing institutional investors at the Placing Price. The Placing Shares represent approximately 5.9 per cent. of the issued share capital of the Company prior to the issue of the Placing Shares. The Placing Shares will be issued pursuant to the authority granted to the Directors to allot shares free from statutory pre-emption rights at the Company's annual general meeting on 18 June 2012.

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The Placing is not conditional or subject to the Acquisition.

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Application has been made for the Placing Shares and the Consideration Shares, which will rank pari passu in all respects with the existing Ordinary Shares of the Company, to be admitted to trading on AIM ("Admission"), which is expected to be effective from 8.00 am on 15 October 2012.

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The Placing is conditional, inter alia, upon Admission becoming effective and the placing agreement entered into between the Company and finnCap becoming unconditional in all respects by no later than 8:00 a.m. on 15 October 2012 or such later date (being not later than 8:00 a.m. on 31 October 2012) as the Company and finnCap may agree.

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Total Voting Rights

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Subsequent to the issue of the Placing and Consideration Shares, the total issued share capital of the Company will be 76,990,940 Ordinary Shares. The Company holds no Ordinary Shares in treasury. Accordingly, after Admission, the total number of voting rights in the Company will be 76,990,940.

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Disclosures in respect of Mr James Clifton

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Mr James Spencer Clifton (aged 40) is currently a director of Friars 573 Ltd and has not held any other directorships or partnerships in the last five years. There are no further matters to be disclosed pursuant to paragraph (g) of Schedule 2 of the AIM Rules. Mr Clifton holds 90,048 Ordinary Shares, representing 0.12% of the Company's issued share capital subsequent to the Admission.

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This information is provided by RNS
The company news service from the London Stock Exchange
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END
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