TMG The Mission Group Plc

2 January 2025

THE MISSION GROUP Plc

("MISSION", "the Group" or "the Company")

Share buyback programme

The MISSION Group plc (AIM: TMG), the Brand Performance Group, comprising of digital marketing and specialist communications Agencies, is pleased to announce that, in accordance with its Capital Allocation Policy, it is commencing a share buyback programme to return up to £1.5 million to shareholders (the "Share Buyback Programme").

The Share Buyback Programme will be for on market purchases of up to £1.5 million worth of ordinary shares in the Company (the "Maximum Monetary Amount") carried out on the London Stock Exchange and any other UK recognised investment exchange and in accordance with certain pre-set parameters (the "Share Buyback").

Any purchases of ordinary shares by the Company in relation to this announcement will be effected within certain pre-set parameters and in accordance with (and subject to the limits prescribed by) the Company's general authority to repurchase ordinary shares granted by its shareholders from time to time (at the Company's AGM on 17 June 2024, shareholders gave the Company authority to purchase a maximum of 13,835,717 ordinary shares, equivalent to 15 per cent. of its issued share capital as at 20 May 2024) (the "General Authority"), the UK Companies Act, the Market Abuse Regulation 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018) (the "Regulations") and the AIM Rules for Companies (the "AIM Rules").

Canaccord Genuity Limited ("Canaccord Genuity") will purchase ordinary shares of MISSION (the "Shares") under the Share Buyback Programme on behalf of the Company. The Company will provide instructions to buy back Shares as and when its management believes that, at the time of instruction, these repurchases are at or below the Board's view of the intrinsic value of the Company and be in the best interests of shareholders generally. From time to time, the Company may also provide one or more time-limited, irrevocable, non-discretionary instructions to Canaccord Genuity to make trading decisions and repurchase Shares within those instructions independently of the Company. Any purchases of shares made during closed periods pursuant to the Share Buyback Programme shall be made independently of and uninfluenced by the Company.

Further details of the Share Buyback Programme

·      The purpose of the Share Buyback Programme is to return capital to those shareholders wishing to participate in the Share Buyback.

·      The Share Buyback will be financed from existing cash resources.

·      The aggregate number of Shares acquired by the Company pursuant to the Share Buyback shall not exceed the maximum number of ordinary shares which the Company is authorised to purchase pursuant to the General Authority, set out above.

·      In accordance with the General Authority, the maximum price (exclusive of expenses) which may be paid for each Share is an amount equal to the higher of (i) 105 per cent of the average of the middle market quotations for a Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Company agrees to buy the shares concerned; and (ii) the higher of the price of the last independent trade of any Share and the highest current independent bid for a Share in the trading venue where the purchase is carried out. Furthermore, in accordance with the General Authority, the minimum price which may be paid for each Share is 10 pence.

·      It is intended that the Share Buyback Programme will, insofar as is possible, be conducted in accordance with the safe harbour parameters of MAR (as defined below); however, given the limited liquidity in the Shares, the Share Buyback may on any given trading day represent a significant proportion of the daily trading volume in the Ordinary Shares on the London Stock Exchange and could exceed 25 per cent of the average daily trading volume. Accordingly, the Group may not benefit from the exemption contained in Article 5(1) in the UK version of the Market Abuse Regulations (Regulation (EU) No 596/2014) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR")

·      The Share Buyback will commence on the date of this announcement and is anticipated to end at the earlier of the 2025 annual general meeting or until the number of Shares equal to the Maximum Monetary Amount have been purchased under the Share Buyback or the process is terminated or paused.

·      The purchased Shares will be held by the Company in treasury for later reissue or cancellation, at the Company's discretion. Shares held in treasury are, subject to the Companies Act 2006, not entitled to distributions or dividends and the rights and obligations of such shares shall be suspended (including any voting rights at the Company general meetings).

·      Share buybacks will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume. There is no certainty that any buybacks will be completed. The Share Buyback may be paused at any time if deemed appropriate by the Company with respect to market conditions.

·      Purchases may continue under the Share Buyback Programme during any closed period to which the Company is subject provided an irrevocable, non-discretionary instruction to Canaccord Genuity has been made prior to entering a closed period. The Company confirms it is not in a close period and currently has no other unpublished inside information.

·      There is no guarantee that the Share Buyback Programme will be implemented in full or that any purchases will be made. The Company reserves the right to bring a halt to the Share Buyback Programme under circumstances that it deems to be appropriate and in accordance with relevant law and regulation.

·      As at 31 December 2024, the Company's total issued share capital consisted of 92,238,119 Ordinary Shares, with one voting right per share. As at this date, the Company does not hold any Shares in treasury. Therefore, the total number of voting rights in the Group is 92,238,119.

·      The Company will make further regulatory announcements in respect of repurchases of Shares as required by applicable laws and regulations, including UK MAR and the AIM Rules.

·      Any market purchase of Ordinary Shares pursuant to the Share Buyback will be announced no later than 7.30am on the business day following the day on which the purchase occurred

The Board has determined that the commencement of this Share Buyback Programme is in the best interests of the Company and its shareholders.

ENQUIRIES:    

NOTES TO EDITORS  

The MISSION Group Plc. is The Brand Performance Group.  

Delivering measurable, results-driven campaigns as the preferred creative partner for real business growth. We offer top-tier agencies, strategic specialisms and global reach delivering outstanding performance for brands. We call it Work That Counts™ www.themission.co.uk