28 June 2021
The Mission Group plc
("MISSION" "The Company" or "The Group")
Growth Share Scheme
The Mission Group plc ("MISSION", "the Company" or "the Group", AIM: TMG), the alternative group for ambitious brands, announces the formation of a new senior management retention and incentive scheme.
The Growth Share Scheme Arrangement 2 (the "Scheme") has been designed to further increase cross-selling incentives between the MISSION agencies and focus on driving the Group forward and increasing shareholder value. The Scheme has been launched following the performance condition of the original Growth Share Scheme Arrangement 1, introduced in February 2017, being met in June 2019. It has been created to retain and incentivise those key people who the board believes will be crucial to the MISSION'S long-term ambitions, and only has value to the participants if the share price of the Company increases substantially.
The Scheme
Under the Scheme, individuals are invited to subscribe for B ordinary shares in The Mission Marketing Holdings Limited ("B Shares"). These B Shares are subscribed for at a nominal value of 0.01p per B Share and will only have a material value if at any time in the period ending on the date the Company's financial results for the year ended 31st December 2023 are announced, the closing market value of the Company equals or exceeds 150p per share for fifteen consecutive days when the AIM market is open for business ("Vesting Conditions"). If the Vesting Conditions are met, the individuals will be entitled to require the Company to acquire their B Shares for an equivalent number of Ordinary Shares of 10p each in the Capital of the Company ("Ordinary Shares"), for cash (calculated on the basis of a price per B Share equal to the market value of an Ordinary Share at that time) or for a combination of Ordinary Shares and cash, at the Company's discretion. The B Shares have no value if the Vesting Conditions are not met.
To achieve the Vesting Conditions, the share price of the Company will need to increase by 106.9% from its current level, representing an increase in market capitalisation of approximately £70m. Under the Scheme, the B Shares would have an aggregate value at this level of approximately £4.7m and could be exchanged for 3,100,000 Ordinary Shares. The total potential number of Ordinary Shares that could be issued under the Scheme and under other existing option schemes is 3,824,046, representing 4.2% of the issued share capital.
In total, 3,100,000 B Shares were subscribed for on 25 June 2021 (the "Award") by a limited number of board members and non-PDMR senior managers. The subscription details for board members of MISSION are detailed below.
| Name | Position | B Shares |
| Dylan Bogg | Executive Director | 72,727 |
| James Clifton | Group Chief Executive | 240,000 |
| Julian Hanson-Smith | Non-Executive Director | 100,000 |
| Giles Lee | Group Chief Financial Officer | 240,000 |
| Sue Mullen | Executive Director | 142,857 |
| Andy Nash | Non-Executive Director | 72,727 |
| Fiona Shepherd | Executive Director | 240,000 |
* The Vesting Conditions require the closing market value of the Company to equal or exceed 150p per share for fifteen consecutive days when the AIM market is open for business at any time prior to the date on which the Company's financial results for the year ended 31st December 2023 are announced.
Enquiries:
| James Clifton, Chief Executive Giles Lee, Chief Financial Officer The MISSION Group plc |
020 7462 1415 |
|
Mark Percy / James Thomas / Sarah Mather (Corporate Advisory) | |
| Shore Capital (Nomad and Broker) | 020 7408 4090
|
| | |
| Kate Hoare / Laura Stewart | 0204 529 0549 |
| HOUSTON (Financial PR and Investor Relations) | |
MISSION is a collective of Creative and MarTech Agencies led by entrepreneurs who encourage an independent spirit. Employing 1,000 people across 27 locations and 3 continents, the Group successfully combines its diverse expertise to bring about commercially effective solutions for some of the world's biggest Clients.
Details of the person discharging managerial responsibilities / person closely associated
| a)
| Name
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| 2
| Reason for the notification | |||||||||||||||||||||||||
| a)
| Position/status
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| b)
| Initial notification /Amendment
| 28 June 2021 | ||||||||||||||||||||||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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| a)
| Name
| The Mission Group plc | ||||||||||||||||||||||||
| b)
| LEI | 213800L567CF3Z6GPZ03 | ||||||||||||||||||||||||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||||||||||||||
| a)
| Description of the financial instrument, type of instrument
Identification code
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B ordinary shares in The Mission Marketing Holdings Limited, exchangeable into ordinary shares of 10p each the capital of the Company upon the satisfaction of performance criteria
GB00B11FD453 | ||||||||||||||||||||||||
| b)
| Nature of the transaction | Award of Growth Shares | ||||||||||||||||||||||||
| c)
| Price(s) and volume(s)
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| d)
| Aggregated information
- Aggregated volume
- Price |
1,108,311
0.01p | ||||||||||||||||||||||||
| e)
| Date of the transaction | 25 June 2021 | ||||||||||||||||||||||||
| f)
| Place of the transaction | Off Market | ||||||||||||||||||||||||
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