Last checked at 13 May 2010 07:00
The Mission Marketing Group plc ("themission®", or "the Company")
Further re Settlement of Acquisition Liabilities and Issue of Equity
On 15 April, themission® announced a number of initiatives to restructure the Company's balance sheet, which included a proposed placing of new ordinary shares in the Company to settle certain loan note liabilities. Further to that announcement, themission® is pleased to confirm that it has conditionally placed 9,840,786 new ordinary shares of 10p each ("Placing Shares") at an issue price of 13p per Placing Share ("the Placing") in order to satisfy a cash payment to settle certain vendor loan notes. Consequently, it is proposed that the balance of approximately £2.7 million of the vendor loan notes outstanding will be settled by the issue to the loan note holders of, in aggregate, 20,655,334 new ordinary shares of 10p each ("Vendor Shares") at an issue price of 13p per Vendor Share.
In addition, the Company has agreed that certain deferred consideration falling due in 2010 will be satisfied entirely by the issue of 2,373,370 new ordinary shares of 10p each ("Deferred Consideration Shares"), rather than further loan notes as originally agreed.
The issue of the Placing Shares and the Vendor Shares is subject to the Company obtaining shareholder approval in accordance with the Companies Act 2006. Resolutions will be put to shareholders in this regard at the Annual General Meeting of the Company, which is expected to be held on 14 June 2010, notice of which will be sent to shareholders in due course.
Application will be made to the London Stock Exchange for the Placing Shares, the Vendor Shares and the Deferred Consideration Shares to be admitted to trading on AIM, which is expected to become effective on 15 June 2010 should the necessary shareholder resolutions be passed at the Company's Annual General Meeting. Upon issue of all the new ordinary shares, the Company's issued share capital will be 72,460,444 ordinary shares of 10p each.
The Placing Shares are being subscribed for by a number of the vendors involved, as well as a number of directors and employees of themission® and certain institutional investors.
David Morgan, Executive Chairman, commented:
"We are particularly pleased with the level of support from our employees and existing shareholders in the fundraising. These proposals remove very significant cash obligations and provide the Company with a strengthened balance sheet to pursue its priorities of driving organic growth through new business wins, improving operational efficiency and delivering great work for our clients."
Under the proposals, the following directors of the Company will receive Placing Shares and Vendor Shares as follows:
| Director | Placing Shares | Vendor Shares | Total Shareholding | Percentage of enlarged share capital
|
| Nick Bacon | - | 1,379,040 | 2,449,648 | 3.38% |
| Dylan Bogg | - | 739,404 | 883,453 | 1.22% |
| Stephen Boyd | 384,615 | - | 384,615 | 0.53% |
| Robert Day | 1,123,077 | 1,726,319 | 3,620,635 | 5.00% |
| Bruce Hutton | 153,847 | 765,761 | 1,215,459 | 1.68% |
| David Morgan | - | 3,130,825 | 5,844,150 | 8.07% |
| Chris Morris | - | 628,797 | 767,409 | 1.06% |
| Fiona Shepherd | 76,924 | - | 1,216,123 | 1.68% |
In addition, certain other related parties (as defined in the AIM Rules), who are either former directors of the Company, directors of subsidiaries of the Company or family relatives, will receive Placing Shares and Vendor Shares under the proposals as follows:
| Name | Placing Shares | Vendor Shares | Total Shareholding | Percentage of enlarged share capital
|
| Tim Alderson | 200,000 | - | 426,458 | 0.59% |
| Alan Day | 307,692 | 431,454 | 811,146 | 1.12% |
| David Hearn | 76,924 | - | 240,784 | 0.33% |
| Giles Lee | 192,308 | 205,015 | 448,580 | 0.62% |
| Mark Leigh | 38,462 | - | 51,327 | 0.07% |
| John Walker | 307,692 | 359,461 | 784,339 | 1.08% |
| Gordon Walker | 19,231 | - | 23,090 | 0.03% |
| Nic Wright | 153,846 | - | 169,280 | 0.23% |
Under AIM Rule 13, the participation in the Placing by the directors and other related parties set out above is, in aggregate, a related party transaction. In accordance with the AIM Rules, the independent directors of the Company for the purposes of this transaction consider, having consulted with Seymour Pierce, that the terms of the transaction are fair and reasonable in so far as shareholders of the Company are concerned.
Under AIM Rule 13, the issue of the Vendor Shares to the directors and other related parties set out above is, in aggregate, a related party transaction. In accordance with the AIM Rules, the independent directors of the Company for the purposes of this transaction consider, having consulted with Seymour Pierce, that the terms of the transaction are fair and reasonable in so far as shareholders of the Company are concerned.
Enquiries:
| Stephen Boyd, Director The Mission Marketing Group plc |
07768 443 1195 |
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| Charles Palmer / Nicola Biles Financial Dynamics |
020 7831 3113 |
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| Mark Percy / Jeremy Porter Seymour Pierce Limited |
020 7107 8000 |