THE MARKETING GROUP ISSUES NEW SHARES AS PART OF ACQUISITION AGREEMENTS
London – 7th September 2017 - The Marketing Group PLC (“TMG” or the “Group”) today announces that it has issued a total of 2,530,948 new Ordinary Shares in the Group (“New Shares”) pursuant to agreements made by the Group in connection with the acquisition of Addiction Advertising Pte Ltd (“Addiction Advertising”) announced by the Group on 26 September 2016 (the “Acquisition”). All the New Shares are subject to lock in agreements and are subject to the orderly market agreement.
The Acquisition was effected through a special purpose vehicle, Rinnik Limited, owned by the Group. At the time of the Acquisition 2,962,085 Ordinary Shares in the Group were issued for an effective value of S$4 million (“Tranche 1”) based on the prevailing Group share price at the time of the Acquisition and it was agreed that two further tranches of ordinary shares in the Group would be issued to the vendors of Addiction Advertising as consideration 90 and 150 days post the completion of the Acquisition (“Tranche 2” and “Tranche 3”).
Tranche 2 comprising ordinary shares to the value of S$1.25 million calculated by reference to the 10 day volume weighted share price prior to the date of allotment were due to be issued on 9 February 2017. Tranche 3 comprising ordinary shares to the value of S$1.25 million calculated by reference to the 10 day volume weighted share price prior to the date of allotment were due to be issued on 9 July 2017. However, it was agreed between the parties to delay the issue of the Tranche 2 and Tranche 3 shares until now, but retain the originally agreed pricing mechanism for the issue of New Shares.
Tranche 2 comprises the issue of 509,259 of the New Shares to Lee Poh Lye Jason, Lim Kiat Hoon Lionel and Thong Chew Fatt of Addiction Advertising. The Tranche 2 New Shares are being issued at a price of €1.62 per New Share (being a deemed value of S$1.25 million at a S$/€ exchange rate of 0.66 on 9 February 2017) and they are subject to a lock up period until 9 February 2018.
Tranche 3 comprises the issue of 1,935,586 of the New Shares to Lee Poh Lye Jason, Lim Kiat Hoon Lionel and Thong Chew Fatt of Addiction Advertising. The Tranche 3 New Shares are being issued at a price of €0.41 per New Share (being a deemed value of S$1.25 million at a S$/€ exchange rate of 0.63 on 9 July 2017) and they are subject to a lock up period until 9 July 2018.
Additionally, 86,103 of the New Shares are being issued to Prakash Somosundram, a former shareholder in Rinnik Limited at a price of €4.22 per New Share, being a deemed value of €363,355, and his lock up period is until 9 February 2018.
Following the issue of the 2,530,948 New Shares the total issued ordinary share capital of TMG is 34,718,923 ordinary shares.
For more information, please contact
Adam Graham, CEO
Phone: 0207 1481606
Claes Delin / Mikael Widell
Phone: +46 703 11 9960
This information is information that The Marketing Group plc is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 14:15 pm CET on 07 September 2017.
The Marketing Group plc (“TMG”) in brief
TMG is building a global full-service marketing network that respects the individual cultures of each agency that joins. By providing a supportive platform for growth, and an agile management approach, TMG aims to provide a fresh alternative to the big holding companies: Independent Spirit - Global scale. Each company within the group provides specialist marketing services brought together, within complementary communities of practice, to form an international network that can address a global market. The central team supports its subsidiaries through a lean and nimble structure that can respond quickly to change and provide highly effective solutions for clients. The Marketing Group is listed on Nasdaq First North, Stockholm. www.tmg-plc.com.
Mangold Fondkommission AB, +46 8-5030 15 50, is the company’s Certified Adviser and liquidity provider.