The Mission Group Regulatory News (TMG)

10 Jun 2009 11:30



The Mission Marketing Group plc ("the Company") 

Conversion of existing Options to LTIP Options at fair value

10 June 2009

The Mission Marketing Group plc announces that on 2 June 2009, the date of the AGM, the Remuneration Committee and Board adopted the rules of the "The Mission Marketing Group plc Long-Term Incentive Plan" (the "LTIP").

The Board considers it a priority to incentivise succession management teams after completion of their agencies' earnout periods, and to align these incentives with the long term interest of shareholders. In order to ensure that the Company has sufficient headroom to grant future LTIP option awards and remain within the Association of British Insurers' guidelines, the Company proposes to cancel the outstanding unapproved market-priced options and replace them at fair value with a lower number of nil-priced options ("Replacement Awards") with the same expected value. Any new LTIP option awards would be over the shares already purchased by The Mission Marketing Group Employee Benefit Scheme ("EBT").

The number of shares subject to Replacement Awards has been calculated by dividing the total expected value of the existing market-priced options by the fair value of Replacement Awards on the date of exchange as determined by an Independent Consultant.

The Replacement Awards have been granted under the same terms and conditions as the LTIP, however, it should be noted the Replacement Awards will vest at the end of the original vesting periods and under the original performance conditions but can only be exercised when the share price is greater than or equal to, the exercise price of the original market-priced option it has replaced. 

The following table sets out the details of the outstanding awards that will be replaced (subject to consent from the option holders):-

This exchange will significantly reduce the current levels of potential dilution and ensure that the Remuneration Committee will be able to manage the overall levels of dilution within the accepted limits endorsed by the Association of British Insurers and recognised by institutional investors as best practice.

In addition the two independent non-executive directors have agreed to waive their right to their entire old option holding as follows:

www.themission.co.uk 

themission® is a national marketing communications and advertising group with 12 offices across the UK. The Group specialises in providing national and international clients with award winning marketing, advertising and business communications. Group members include April-Six, Bray Leino, Big Communications, Fuse Digital, thinkBDW, Story UK and RLA. themission® employs over 620 staff nationally and is listed on AIM (TMMG).