General Meeting of The Marketing Group on 27th June, 2016
Published on June 27, 2016
General Meeting of The Marketing Group on 27th June, 2016
Stockholm/Sweden, June 27, 2016 – At The Marketing Group’s general meeting held in Enterprise House, Ocean Village, Southampton, SO14 3XB on Monday, 27th June 2016, a majority of the shareholders approved the following resolutions proposed by the Board.
Ordinary Resolution 1: To resolve that all directors of the Company be and are hereby severally/jointly authorised to negotiate, finalise and execute the Agglomeration Agreement on behalf of the Company and do all such acts, matters, deeds and things and to take all steps and do all things and give such directions as may be required, necessary, expedient or desirable for giving effect to the said Agglomeration Agreement.
Ordinary Resolution 2: To resolve that following consideration and the matters referred to in section 172(1) of the Companies Act 2006, the meeting resolved that the share incentive scheme would promote the success of the Company for the benefit of its members as a whole and will thus be implemented for all subsidiaries under the company including subsidiaries in the future that have signed the Agglomeration Agreement.
Making Strategic Acquisitions to Maximise Shareholder Value
“We are pleased to announce that the shareholders of The Marketing Group has given the Board the mandate to make strategic and tactical acquisitions within the group moving forward. This vote of confidence will allow The Marketing Group to scale up its operations and broaden our portfolio further as we make acquisitions. The Board is constantly on the lookout for profitable acquisitions as we seek to enhance the long-term interest and value of our shareholders,” commented Jeremy Harbour, Executive Chairman of The Marketing Group.
Moving forward, the Marketing Group will make:
(i) strategic acquisitions without further recourse to members provided that:
- Companies are profitable and debt free
- Companies are bought using only stock and that stock is only issued where there is a demonstrable price earnings arbitrage opportunity so that there is a concentration of shareholder value from the stock issue
- Companies will be subject to rigorous due diligence procedures and must provide audited financial statements
- CEOs will be subject to an executive due diligence process
- Key shareholders will be subject to a lockup period of 360 days
- Companies will be subject to the non-executive board approval so as to ensure the acquisitions are aligned with The Marketing Group’s growth plans
- In the event of a conflict of interest, all conflicted directors will abstain from the vote and it will pass on a majority of the remaining directors
(ii) opportunistic and tactical acquisitions within the Group to increase profitability provided that:
- Such tactical acquisitions will only be carried out with the approval of the executive Board of Directors to ensure that this will be in the interests of the shareholders and if there is a demonstrable concentration effect on shareholder value from the stock issue
- Key talent and customers are acquired for no more than three times earnings to be paid with additional shares
- All mergers and acquisitions transactions will be made with shares instead of cash
Share Bonus Scheme
“As part of our plans to creating an environment where all member companies are motivated to collaborate and propel our growth further, we are also pleased to implement a share based incentive scheme to the founding CEO’s of each subsidiary now and in the future. This will allow our subsidiaries to de-risk, give them scale and liquidity, and ultimately drive shareholder value,” added Jeremy Harbour.
Under this share bonus scheme, which will be correlated to the company’s operating performance, each company will have a target based on their previous full year audited EBIT. This is so that for every one euro currency equivalent that they are able to increase EBIT in the following years audited financial statements, the scheme member will receive three euros value of shares at the prevailing share price at that time, to be calculated on the 30 day average stock price immediately prior to the release of the audited financial reports.
The additional shares will be subject to a lockup period of 360 days, which will serve to create a jagged edge or laddered effect to the expiry of lockups and also will slightly redistribute ownership towards the best performing subsidiaries. Furthermore, three euros of shares for one euro of additional profit is a relatively small reward compared to the additional share value that would be delivered through the uplift. We believe that the lockup and opportunity to get further bonuses for over performance will provide a powerful inducement to drive value for all shareholders.
You may find the recording of this General Meeting on 27th June 2016 under the section “General Meeting” of The Marketing Group’s website
For more information, please contact
Hannah Middleton, Director and Communications Director
Phone: +65 8193 7625
Jeremy Harbour, Executive Chairman
Phone: +65 8661 1776
The Marketing Group in brief
The Marketing Group plc was incorporated in May 2015 with the purpose of gathering successful marketing businesses under one roof. During the first quarter of 2016, the Company acquired four companies within the marketing sector; One9Ninety (social media), Black Marketing (LinkedIn marketing), Nice & Polite (creative content) and Creative Insurgence (brand activation). The Company comprises a series of independent marketing teams, each with specific expertise and innovative services. The consolidated group supports the subsidiaries with management and coordinating activities as well as a common operating platform. For more information, please visit the Company’s website www.tmg-plc.com. The Company’s share is listed on Nasdaq First North Stockholm and Mangold Fondkommission AB, +46 8 5030 1550, is the Company’s Certified Adviser and liquidity provider.