The Mission Group Regulatory News (TMG)

The Mission Marketing Group plc ("Mission" or "the Company")

Acquisition of Splash Interactive & Placing

The Mission Marketing Group plc ("the missiontm"), the national marketing communications and advertising group, is pleased to announce that it has agreed to acquire 70 per cent of the Asian-focused digitally-led marketing services agency group, Splash Interactive Pte. Ltd ("Splash") (the "Acquisition").

Completion of the Acquisition is expected by 20 October 2014, when an initial consideration payment of SGD 0.6m (£0.3m) will be payable in cash from the Company's existing resources. The consideration for the Acquisition (the "Consideration"), payable in cash instalments depending on profitability during the period to 31 December 2017, has been structured such that the vendors of Splash, who will continue to manage the business, are incentivised whilst ensuring that the Consideration fairly reflects the maintainable earnings of Splash over the longer term. The Consideration is described further below.

The Company has also today placed 5,691,908 new ordinary shares of 10 pence each ("Ordinary Shares") with new and existing institutional shareholders at a price of 42 pence per Ordinary Share ("the Placing Price") ("the Placing") to raise £2.4m to fund future acquisitions and general working capital purposes

About Splash

With offices in Singapore, Shanghai, Hong Kong, Malaysia and Vietnam, Splash is an innovative, digitally-focused, Agency Group that works with some of the leading Client Companies in the region, including certain local and multi-national banks.

In the year ended 31 December 2013, Splash achieved an underlying profit before tax of c£100k and reported in its statutory accounts a profit before tax of SGD 64,000 (c£31k) on turnover of SGD 5.0m (£2.4m). The management team of Splash expects to see a substantial growth in profits in the current financial year. At the balance sheet date, Splash had net assets of SGD 1.8m (£0.9m).

Bray Leino will rebrand their Asia-Pacific business as 'Bray Leino Splash' with immediate effect, and plans are already afoot to incorporate a similar strategy for other Mission Agencies.

Lee Kuok Ming, Splash CEO commented: 

"We had been looking to partner with a European Group for some time and had received a number of offers but this one really worked for us. The synergies are unlimited and we believe that with the help and resources of Bray Leino and the missiontm we can develop our business far quicker than would be the case on our own. We are already working with Bray Leino and the results of those projects have been most encouraging."

David Morgan, Group Chairman for the missiontm commented: "This is a truly Client-led initiative in that for a number of our Clients we are already delivering campaigns in the region and this acquisition can only help them benefit from Splash's market knowledge and region reach. They are a great, young, vibrant team who have created some innovative techniques and ideas that we are looking forward to introducing to our Mission Agency Clients in the future."

Enquiries:

the missiontm is a network of entrepreneurial marketing communications Agencies employing, prior to the Splash acquisition, over 800 people in the UK, San Francisco and Singapore.Built from a broad mix of specialist and full service offerings, the Group provides national and international Clients with award-winning marketing, advertising and business communications. Group members include Addiction, April-Six, balloon dog, Big Communications, Bray Leino, Proof Communication, RLA, Robson Brown, Solaris, Story, ThinkBDW and Yucca.

www.themission.co.uk

Details of the Acquisition

Under the terms of the Acquisition (on a cash-free, debt-free basis), the Company has agreed to pay consideration in cash to the vendors of Splash, structured as follows:

· an initial payment on completion of SGD 0.6m (£0.3m);

· further payments over the period to 31 December 2017, dependent on the cumulative average profit before tax of Splash in that period. The vendors expect Splash to grow substantially; further payments of £2.9m would require Splash to have achieved average annual profits in excess of £0.5m;

· an option to acquire the remaining 30% of Splash for £2m, assuming profit before tax of £0.9m in the year ending 31 December 2017; and

· subject to an overall consideration cap of SGD 15m (£7.3m).

Details of the Placing

The Company has conditionally raised approximately £2.4m (before expenses) by the issue of 5,691,908 new Ordinary Shares (the "Placing Shares") through its broker, finnCap Limited, with new and existing institutional investors at the Placing Price. 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 16 June 2014.

The Placing is not conditional or subject to the Acquisition.

Application has been made for the Placing 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 9 October 2014.

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 9 October 2014 or such later date (being not later than 8:00 a.m. on 24 October 2014) as the Company and finnCap may agree.

Total Voting Rights

Subsequent to the issue of the Placing, the total issued share capital of the Company will be 82,797,908 Ordinary Shares. The Company holds no Ordinary Shares in treasury. Accordingly, after Admission, the total number of voting rights in the Company will be 82,797,908.