REG - Mission Group PLC - Final Results
28/03/2024 17:45
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240328:nRSb8032Ia&default-theme=true
RNS Number : 8032I Mission Group PLC (The) 28 March 2024
THE MISSION GROUP plc
("MISSION", "the Group")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023
Robust response to challenging market conditions with continued resilient
revenue growth underpinned by strong Client retention and strategic new
business wins
28 March 2024
The MISSION Group (AIM: TMG), creator of Work That Counts(TM), comprising a
group of digital marketing and communications Agencies delivering real,
sustainable growth for its Clients, announces its final results for the year
ended 31 December 2023.
FINANCIAL HIGHLIGHTS
Year ended 31 December, Continuing operations 2023 2022 change
· REVENUE (OPERATING INCOME) £86.3m £79.6m +£6.7m
· HEADLINE OPERATING PROFIT* £6.5m £8.8m -£2.3m
· HEADLINE PROFIT MARGINS 7.5% 11.1% -3.6%
· HEADLINE PROFIT BEFORE TAX* £4.2m £7.9m -£3.7m
· REPORTED LOSS/PROFIT BEFORE TAX -£10.9m £3.7m -£14.6m
· HEADLINE EARNINGS PER SHARE* 3.1p 6.9p -3.8p
· HEADLINE DILUTED EARNINGS PER SHARE* 3.1p 6.9p -3.8p
*Headline results are calculated before acquisition adjustments, start-up
costs and exceptional restructuring costs (as set out in Note 3).
BUSINESS HIGHLIGHTS
Revenue growth on continuing operations of 9% (+2% like for like) reflects
robust trading from Agencies despite challenging market conditions
· Strong and enduring Client retention across Agencies underpinned
by strong focus on Client service - 53% revenue currently comes from Clients
who have been with the Group for over 5 years
· Strategic new Client wins over the year include Post Office,
Lumen, EasyJet, Beauty Pie, Pandora, Meta, Hawaiian Tropic and Brabantia.
· Successful launch of MISSION HUBS Program, extending Group access
to new markets and revenue streams through trusted partner and affiliate
relationships
Significant progress made against Value Restoration Plan ("VRP"), launched
following trading updated on 23 October 2023 ("the Update")
· Headline profit before tax from continuing operations of £4.2m,
in line with revised guidance in the Update
· Careful management of costs, which to date has seen an annualised
projected £5.0m of profit improvements secured for 2024
· Disposal of Group's 80% shareholding in Pathfindr with proceeds
used to pay down debt
· Net bank debt as at 31 December 2023 of £15.4m reflected a
considerable improvement on previously stated guidance provided in the Update
Current trading and outlook remain in line with expectations
· Trading has started well and in line with expectations.
· A number of new business wins including Herta UK and global
pharmaceutical company Doctor Reddy's were secured in January 2024 and the
year brings a series of high profile European and Global sporting events which
should offer important new business opportunities
· Remain focussed on delivering further progress against VRP with
further efficiencies still being achieved
· Net debt as at 29 February 2024 of £19.5m, excluding the
remaining £1.8m HMRC Time to Pay creditor
· Successful refinancing of our existing debt facility with
long-standing lender NatWest, strengthens the Group's balance sheet
David Morgan, MISSION's Non-Executive Chair, commented: "The difficulties
encountered in 2023 as a result of the challenging trading backdrop have been
well recorded. Nevertheless the year has still seen the Group continue to grow
revenues with strong client retention and strategic new business wins.
"We have made quick progress in executing on our Value Restoration Plan,
ensuring we have a platform from which Group profitability will improve in
2024 and remain focussed on continuing to strengthen our balance sheet.
Trading in the new financial year remains in line with expectations and this
further underpins our confidence for the year ahead and beyond."
ENQUIRIES
James Clifton, Chief Executive Officer
Giles Lee, Chief Financial Officer
The MISSION Group plc 020 7462 1415
Simon Bridges/Andrew Potts/Harry Rees
Canaccord Genuity Limited (Nominated Adviser and Broker) 020 7523 8000
Kate Hoare / Alexander Clelland
HOUSTON (Financial PR and Investor Relations) 0204 529 0549
NOTES TO EDITORS
MISSION is a collective of Creative and MarTech Agencies led by entrepreneurs
who encourage an independent spirit. Employing over 1,100 people across 25
locations and 3 continents, the Group successfully combines its diverse
expertise to produce Work That Counts TM for our Clients, whatever their
ambitions. Creating real standout, sharing real innovation and delivering real
growth for some of the world's biggest brands. www.themission.co.uk
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.themission.co.uk%2F&data=04%7C01%7C%7C2e2f37c792c7415afaad08d947a9c473%7Cb7e4783d67604ed5b0c156d405b9349b%7C0%7C1%7C637619616734507818%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C2000&sdata=5duO%2FyhgYrmP5I17h1eW4mAaM4%2BhySTEObFl5Dz5R%2Fs%3D&reserved=0)
Certain information contained within Note 21 (Further Information) in this
announcement is deemed to constitute inside information as stipulated under
the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication
of this announcement, this inside information is now considered to be in the
public domain.
CHAIR'S STATEMENT
The difficulties that we encountered in 2023 have been well recorded, suffice
to say that we ended in a better place than was feared after our Trading
Update in October. Nevertheless and with hindsight we should have reacted
earlier and faster than we did but the response from the management in the
final quarter was very impressive.
In returning to Chair the business in November, I learnt that despite those
setbacks we have a robust and growing business which, given the structural and
operational cost reductions we have implemented, is set fair for 2024 and
beyond. I also learnt that we have a supportive Bank, exceptional Clients and
Agencies that continue to punch above their weight. Capable of winning against
whatever competition we come across.
In 2023 we had some great new business wins and two contributory factors to
our downturn that I am pleased to report have already been rectified. We sold
the Pathfindr business in December 2023 and thereby removed the losses in
running costs for the current year. We have also turned around our US
Technology Agency that had had a horrendous first six months in 2023 but
showed some recovery over the final six months.
Structurally we have reassessed our operating model and tweaked or changed the
way we do things, which as a Board will keep us risk averse and nimble. Whilst
we remain confident that our long-term strategy remains sound we have
streamlined our operations, ensuring we are leaner and more able to react to
market conditions. Our Agencies will be supported by innovative specialisms
from data to AI and behavioural to media. With innovative, ostrobogulous
creativity, embedded in all that we do.
Board
I was pleased to be asked by the Board to return as Non-Executive Chair in
November 2023. Despite the ongoing challenges for our industry, MISSION is
made up of extremely dynamic, entrepreneurial Agencies managed by very
talented people and I look forward to working closely with James, Giles and
the senior team to help the Group consolidate its strategic progress and
deliver long-term value for all our stakeholders.
On behalf of the Board and the wider team at MISSION I would also like to
thank Julian Hanson-Smith for his contribution to the Group during his eight
year tenure.
Dividend
In line with the Group's commitment to reducing its net debt position as soon
as possible, as previously reported the Board took the decision to cancel the
interim dividend of 0.87 pence per share (approximately £0.79m) that was due
to go ex dividend on 2 November 2023 and be paid to shareholders on 1 December
2023. The Board has proposed that, whilst there will be no final FY2023
dividend, it remains committed to a progressive dividend policy once the
balance sheet strength is restored.
Debt Refinancing
We have refinanced our existing debt facility with our long-standing lender
NatWest. Further detail on this is included in Notes 20 and 21.
Outlook
With our new Value Restoration Plan in place we are confident of the future
and have redefined our strategy against the goals that we are setting over the
coming five years.
Through 2024 and 2025 our focus will be on debt reduction, rebuilding the
balance sheet and delivering our profit targets. Thereafter we will look to
expand faster under new initiatives but retain our focus of being a Group
active in generalist and specialist areas whether that be sports, healthcare,
property, technology or automotive.
I believe that we have the platform, the passion and the people in place to
deliver sustained success in the years to come and I am delighted to be back
among them.
David Morgan
Non-Executive Chair
CHIEF EXECUTIVE'S STATEMENT
The market challenges that both we and the industry experienced in 2023 have
been well documented but it is important not to lose sight of the significant
strategic progress that was achieved over the course of the year. The year saw
us confirm strategic new Client wins that are not only testament to the
creativity of our Agencies but also our commitment to deliver work that
underpins real business growth and the growing strength of our Group
capabilities, reinforced by the investments made to expand our Client service
offering in both 2023 and previous years.
As previously stated the collapse of the US tech market in the first quarter
of 2023 resulted in a sudden reduction and deferral of Client spending that
proved difficult to quickly mitigate at a point when the Group was fully
resourced following a record 2022 in that sector, leaving no margin for error
in the remainder of the year.
As soon as the resulting trading impact became clear in the third quarter, the
Board promptly instigated a full strategic review of the business, putting in
place a Value Restoration Plan ("VRP") through which progress was immediately
made to drive significant cost saving initiatives and margin improvements.
The response of the business has been incredible, a testament to the 'can-do'
and entrepreneurial culture inherent in MISSION. All Agencies have been tasked
with delivering Agency-led plans to drive appropriate efficiencies whilst
still maintaining our market-leading focus on Client service and business
development. To date this has seen an annualised projected £5.0m of profit
improvements secured for 2024.
Part of our VRP has also included a review of the Group's balance sheet with a
focus on improving flexibility and resilience in order to support both our
medium and long term plans.
The Group has identified the selected disposal of a non-core business and
since the year end has been pleased to confirm the disposal of its 80%
shareholding in Pathfindr Ltd with the initial proceeds of £1m being deployed
to reduce debt.
Furthermore, the Board have taken a cautious view regarding the goodwill
valuation of our agencies and in so doing have impaired the carrying value of
the Story and Krow agencies, resulting in a £10.3m, non-cash write down in
2023.
Finally, we are pleased that we have refinanced our existing debt facility
with NatWest.
Performance Review
Despite the challenges experienced throughout 2023 which, as previously
mentioned, were particularly felt by our Agencies exposed to the Technology
and Mobility sectors, our teams have remained nimble and quick to respond to
new market opportunities as trading momentum improved in the final quarter of
the year. This resulted in FY2023 operating income of £86.3m from
continuing operations, representing growth of 9% on 2022 (2022: £79.6m)
including the impact of 2023 acquisitions and ahead of Advertising Association
expectations for 2023 of 2.6%.
Of the £6.8m increase in operating income from continuing operations, organic
growth of £1.6 million was up 2% on the prior year driven by a particularly
robust performance across our Property and Sports and Entertainment business
segments. Client retention across the Group also continued to be excellent, a
true testament to our teams' focus on excellent Client service, with 53% of
operating income now coming from Clients who have been with the Group for over
5 years.
Whilst the wider new business landscape remained challenging we have continued
to leverage the investments we have made in previous years to enhance
MISSION's service offering and capabilities. This has underpinned our success
on several highly significant new business mandates. Our appointment to UK
Post Office in September marked the Group's largest Client mandate to date and
represents a fully integrated cross-Agency response. Other notable new Client
wins secured over the course of the year included Lumen, EasyJet, Beauty Pie,
Pandora, Meta, Hawaiian Tropic and Brabantia. Good momentum has continued into
2024 with further new Client wins including Herta UK for Speed and global
pharmaceutical company Dr Reddy's for Bray Leino.
In line with our strategic areas of focus, the first half of the year saw us
make selective investments in Data Science & Digital Analytics through the
acquisition of Mezzo Labs and Growth Media through the launch of Turbine, an
integrated Growth Media agency specialising in earned, owned and paid media
for consumer brands. These, along with recent acquisitions Populate and
Influence, continue to contribute new, profitable, revenue streams to the
Group contributing £5.2m to the £6.8m increase in operating income growth
from continuing operations in 2023, as well as underpinning our work for
existing Clients. We look forward to realising the continued benefit of this
enhanced service capability in 2024.
We continue to see multiple examples of AI infused work being created in our
Agencies and as part of our plans to define and hone our Group AI strategy
have created an AI steering panel focused on addressing three key pillars of
focus; ensuring AI literacy in every role to empower and enable everyone with
AI learning; provide specialist centralised AI support and resources to work
alongside our Agencies; and define guidelines to inform AI usage across the
Group and ensure compliance and best practice.
The year also saw the Group launch its MISSION Hubs Program, an agency
ecosystem with MISSION at its heart, connected to a series of Affiliates and
Partners from around the globe. The Program provides the Group with extended
access to new markets and revenue streams through trusted relationships. At
the same time, Affiliates and Partners gain access to our 19 Agencies in 25
locations worldwide and the MISSION Advantage portfolio of strategic services
including media, data & analytics, AI and production.
Making positive change
Following the launch of our Environmental, Social and Governance (ESG)
manifesto 'Making Positive Change' in 2020, we have made further progress
against our key commitments over the course of 2023.
Particular areas of progress have included the development of our Carbon
Transition Plan which clearly outlines how we will transform existing assets,
operations, and business models to transition towards achieving net-zero by
2050. Moving forward this plan will be reviewed annually to ensure we are
assessing not just our progress against our net-zero target but are committed
to action for change.
We are also pleased to be adopting a new approach in 2024 to re-evaluate our
social targets. In order to ensure we can become a truly diverse and inclusive
place to work we've designed four key areas that we'll focus on: workforce,
workplace, marketplace and insight, and full details of this approach and our
wider progress against our commitments can be found in our ESG Report which is
available on our website within the Culture section under Making A Positive
Change.
Current Trading and Outlook
On behalf of the Board I would like to thank all of our talented team for
their commitment and dedication in 2023.
We remain focused on delivering further progress against our Value Restoration
Plan and I am pleased that the efficiencies already realised are helping to
restore profitable growth and reinforce the Group's balance sheet which, is
now further underpinned by the completion of the successful bank refinancing.
Whilst the market is still somewhat subdued, trading in the current financial
year has started well and in line with expectations. 2024 brings with it a
number of high profile European and Global sporting events which should bode
well for the marketeer's calendar including the Olympics and UEFA European
Championships and we are particularly pleased to have secured a number of
early new business wins in January.
The opening of our new central London Head Office has also created a busy hub
for the Group, the perfect home for continued collaboration and learning and
it is really encouraging to see the benefit to our teams' growth and
development, on a day to day basis.
In summary, the plan for the year ahead is simple. We remain focused on
leveraging the continued success of MISSION's integrated Group offering to
expand our capabilities and market leading services for our Clients.
James Clifton
Group Chief Executive
CHIEF FINANCIAL OFFICER'S REVIEW
Trading performance
Overview
Growing revenues in a flat and often unpredictable market is not easy. The
strong operating income growth delivered in 2023, despite a particularly
challenging year for our Technology segment that weighed heavily on both
profit and working capital, highlights both the successful integration of
recent acquisitions and investments as well as the underlying resilience of
our core agency portfolio.
Operating income growth in 2023 of 9% from continuing operations provided a
helpful platform and was a significant achievement. However, managing
operating expenditure levels in a changeable trading environment proved
problematic as the fixed nature of our cost base rendered us over-resourced
when revenue streams reduced suddenly in certain markets and geographies, most
notably the US Technology market sector. The result of this was a reduction in
headline operating margins on continuing operations to 7.5% (2022: 11.1%).
Therefore, headline operating profit from continuing operations reduced to
£6.5m (2022: £8.8m). A cautious review of the carrying value of our agency
assets, primarily in relation to the Story and Krow agency groups, resulted in
one-off impairment adjustment of £10.3m. This is described more fully below
and set out in Note 3. This adjustment along with a number of other, smaller
adjustments and an increase in borrowing costs led to a reported loss before
tax of £12.0m (2022 £0.7m profit).
Another unusual dynamic experienced in the year as a result of the downturn in
US Technology trading was a significant reduction in Client prepayments
(deferred income), particularly through quarter 2 and quarter 3. Furthermore,
the Group experienced a more general extension to the working capital cycle as
assignments in most segments took considerably longer to get from 'bid' status
through to purchase order, then billing and finally cash collection. These
factors, combined with how late in the year many sales were delivered, put
considerable pressure on working capital. This in turn lay heavy on net debt,
pushing the Group to the limits of its banking facility in the later months of
the year. The threat of exceeding these facilities and the risk of not passing
banking covenants has seen the Group work with long-time, and highly
supportive, lender NatWest plc on a refinancing plan.
This plan, the 'Value Restoration Plan', saw the Group review operational
expenditure in order to make significant improvements to profitability on
continuing operations going into 2024. The Group has also considered different
strategies to reduce leverage, including divestments of non-core operations
and as a result of this review disposed of Pathfindr Ltd for £1.3m in
December. Furthermore, both accrued income and deferred income balances closed
at similar levels to December 2022.
The Group has successfully refinanced its debt facility, further details of
which are set out in Notes 20 and 21.
Billings and revenue
Turnover (billings) was 7% higher than the previous year, at £195.9m (2022:
£182.7m), but since billings include pass-through costs (e.g. TV companies'
charges for buying airtime), the Board does not consider turnover to be a key
performance measure for its Agencies. Instead, the Board views operating
income (turnover less third-party costs) as a more meaningful measure of
activity levels. Taken as a whole, the Group's operating income (referred to
as "revenue") from continuing operations for the year increased by 9% to
£86.3m (2022: £79.6m).
Of this £6.8m growth in revenue, £1.6m (2%) was organic, reflecting the
continued growth across a number of MISSION business segments, most notably
Property (£1.7m increase in revenue) and Sports & Entertainment (£0.5m
increase in revenue), and in so doing mitigated the dramatic and sudden
reduction in revenues experienced in the Technology and Mobility segment in
the first half of 2023 (£2.2m reduction in revenue). The revenue run rate
from this segment was restored in the final quarter.
The remaining £5.2m of growth came in part from the benefit of a full year of
Influence (acquired December 2022) and Populate (acquired October 2022)
trading in the Sports and Entertainment segment. This was supplemented by the
revenue impact of new MISSION Advantage agency Mezzo (acquired February 2023).
The Group has reviewed and restructured its operations as part of the Value
Restoration Plan and as a result the Board made the decision to dispose of its
80% share of Pathfindr Ltd. The disposal took place in December 2023 alongside
the decision to withdraw from its Technology and Mobility operations in
Singapore. The Group maintains a presence in SE Asia through Bray Leino Splash
PTE.
One of the differentiating features of MISSION is the longevity and loyalty of
its Client base exemplified by over 50% of income coming from Clients with
whom MISSION has worked for more than five years. We believe this is due to
the dynamic and Agency-driven culture which ensures Clients receive a boutique
level of Client service but supported by the resources of a multi-national
group.
Loss and margins
The Directors measure and report the Group's performance primarily by
reference to headline results in order to avoid the distortions created by the
one-off events and non-cash accounting adjustments relating to acquisitions
that are detailed below. Headline results are therefore calculated before
acquisition adjustments, exceptional items and losses from new ventures as
described above and set out in Note 3.
The Group reported an operating loss across all operations this year of £9.7m
compared to a £1.6m profit in 2022.
Reported profit before tax decreased by £12.8m, from £0.7m in 2022 to a
£12.0m loss in 2023, resulting in a loss after tax of £11.9m (2022 £0.0m).
Adjustments to reported profits, detailed further in Note 3, totalled £14.8m
(2022: £7.0m) a significant increase on the previous year. This was primarily
due to the £10.3m impairment of the Story (£5.2m) and Krow (£5.1m)
intangible assets following a cautious review of these long-held cash
generating units. The charges of £5.3m in 2022 related to similar
valuation-driven impairments on Splash and Pathfindr.
In addition to this the Group invested £1.8m in new ventures (2022: £0.8m)
most notably the new performance marketing joint venture Turbine and the
Livity youth-marketing offer as well as smaller investments in the MISSION
Hubs venture and a MISSION office in China to serve Clients in the region.
Acquisition-related costs of £1.7m compared to £0.6m in 2022. The 2023
charge consists primarily of the amortisation of intangibles recognised on
acquisitions of £0.9m (2022: £0.5m) as well as professional fees in support
of the acquisitions such as Mezzo made in the year. Finally, there was an
increase in fair value of contingent consideration of £0.4m in 2023 following
the strong performance of recently acquired agencies, in contrast to a
reduction in valuation in 2022 of £0.3m relating to historic acquisitions.
As part of the Value Restoration Plan there were, unfortunately, significant
one-off headcount reductions late in 2023. The resultant one-off costs
associated with this restructure £0.7m (2022: £0.4m). Bank refinancing costs
of £0.5m have been provided for in 2023 (2022: £Nil).
Finally, the Group was pleased to record a profit on the disposal of the
Pathfindr operation of £0.3m (2022: £Nil).
Adjusting for these items delivers a headline operating profit from continuing
operations of £6.5m (2022: £8.8m).
The headline operating expenditure base from continuing operations increased
in the year by 13% (from £70.8m in 2022 to £79.8m in 2023). On a like for
like basis, removing the impact of Influence, Populate and Mezzo, this
expenditure increased by £4.7m. Operating expenditure grew in the Property
segment pro-rata with revenue (£1.3m increase) but also grew by £1.0m in
Technology and Mobility despite reduced revenues. This anomaly occurred as a
result of the sudden and extreme nature of the revenue reductions in early
2023 from a high base at the end of 2022. Operating expenditure also increased
by £2.5m on a like for like basis in the MISSION Advantage platform as
further services were shared across the agency base.
Interest charges of £2.5m increased significantly on 2022 (£1.0m) driven by
the increased net debt levels alongside interest rate increases globally as
central banks sought to curb inflationary pressures.
The resultant headline profit before tax from continuing operations for 2023
was £4.2m, a reduction of £3.7m on 2022 at £7.9m.
Taxation
The headline tax rate increased to 31.8% (2022: 21.1%), as a result of the
increase in the corporation tax rate in 2023, an increase in non-deductible
expenses, and lower levels of non-taxable income.
On a reported basis in 2023 the impact of the large one-off non-deductible
expenditure primarily in relation to impairment of goodwill resulted in a tax
credit of £0.2m on a reported loss before tax of £12.0m, a rate of 1.3%.
This compares to the 95.2% tax rate reported in 2022, when the non-deductible
impairment of goodwill increased the tax rate payable on a profit before tax
of £0.7m.
The tax rate is generally expected to be consistently higher than the
statutory rate (23.5% in 2023, an increase from the 19% in 2022) when the
Group is profit making, since the amortisation of acquisition-related
intangibles is not deductible for tax purposes and tax rates on our US
operations are substantially higher than the UK corporation tax rate.
Earnings Per Share
After tax, the reported loss for the year was £11.9m (2022: £0.0m profit)
and EPS was -13.4 pence (2022: 0.0 pence). On a diluted basis, EPS was -13.4
pence (2022: 0.0 pence).
However, after adjustments, Headline EPS from continuing operations was 3.1
pence (2022: 6.9 pence) and, on a diluted basis, was 3.1 pence (2022: 6.9
pence).
Dividend
The Board has historically adopted a progressive dividend policy,
aiming to grow dividends each year in line with earnings but always balancing
the desire to reward shareholders via dividends with the need to fund the
Group's growth ambitions and maintain a strong balance sheet and healthy
distributable reserves (2023: £33.7m, 2022: £41.0m).
As a consequence of the pressure on liquidity experienced in late 2023 and the
resulting refinancing process the Board has made the decision to pause
dividend payments until balance sheet strength is restored (2022: 2.50 pence
per share). The Board will keep this decision under regular review.
Balance sheet
In common with other marketing communications groups the main features of our
balance sheet are the goodwill and other intangible assets resulting from
acquisitions made over the years and the debt taken on in connection with
those acquisitions.
The Board undertakes an annual assessment of the value of all goodwill,
explained further in Note 10. At 31 December 2023 the Board concluded that, in
the case of the Story and Krow assets, an impairment adjustment would be
required in order to provide a fairer reflection of value. These assets have
delivered considerable cash inflows since their original acquisition and are
still believed to have a value going forwards.
The level of intangible assets relating to acquisitions and internal
investments decreased by £9.1m in the year. This movement being primarily a
function of the acquisition of Mezzo in February netting off against the
impairment of the Story and Krow goodwill and intangible assets. The level of
'total debt' (combined net bank debt and acquisition obligations) increased by
£5.3m.
The Group's acquisition obligations at the end of 2023 were £5.5m (2022:
£4.1m), to be satisfied by a mix of shares and cash in some instances, at the
Group's discretion. All of this is dependent on post-acquisition earn-out
profits. £1.7m is expected to fall due for payment in cash within 12 months
and a further £2.8m which can be satisfied by a mix of shares and cash in the
subsequent 12 months.
Dividend payments and expenditure on major capital projects such as
acquisitions and investments have been paused until such time as the Directors
believe that balance sheet strength is suitable.
The Directors therefore believe that the Group's current balance sheet can
comfortably accommodate these acquisition obligations alongside the Group's
commitments to standard capital expenditure (expected to run at similar levels
to recent years).
Consolidated Net Current Assets closed at £5.6m (2022 £7.7m). This was in
part the result of the increase in Acquisition Obligations noted above and in
part a reduction in cash and short term deposits of £1.5m in comparison to
2022.
At the end of the year the Group's net bank debt stood at £15.4m (2022:
£11.4m). On an adjusted basis (pre IFRS16) the leverage ratio of net bank
debt to headline EBITDA was x2.0 at 31 December 2023 (2022: x1.2). The Group's
adjusted ratio of total debt, including remaining acquisition obligations, to
EBITDA at 31 December 2023 was x2.7 (2022: x1.6).
Cash flow
The cash flow in 2023 was defined by the highly unusual underlying working
capital outflows, particularly across the second and third trading quarters.
The working capital movement is defined as the aggregate movement in
receivables, stock and payables and was at an overall level reported as an
inflow of £0.3m (2022: £1.1m). However, within this there were two key
movements. The first relates to an increase in the Other tax and social
security creditor, primarily as a result of £4.3m of delayed VAT and PAYE
payments, a payment plan having been agreed with HMRC whereby all delayed
payments will be repaid by the end of May 2024.
This inflow mitigates working capital outflows stemming from the increase in
inventory (£0.8m), increase in prepayments (£1.0m) and an increase in trade
receivables of £1.8m as a result of the late sales cycle in 2023, with more
sales falling into November and December than in 2022.
As previously noted, banking headroom came under pressure during the later
months of the year. One reason for this was the extended nature of the working
capital cycle as assignments took considerably longer to get from 'bid' status
through to purchase order, then billing and finally cash collection. The
extension of this cycle, combined with how late in the year many sales were
delivered put considerable pressure on working capital as the year progressed.
This was mitigated almost entirely by the end of the year but nonetheless had
a significant impact on the business especially when combined with a drastic
reduction in deferred income balances across that same period, as occurred
this year.
Capital expenditure in the year includes the refit of the new London offices
(£1.6m).
The closing net bank debt position for 2023 was £15.4m. This represents an
increase in net debt of £4.0m on the 2022 year-end net bank debt of £11.4m.
Headline operating profit from continuing operations of £6.5m (2022: £8.8m)
converted into £1.8m (2022: £8.5m) of 'free cash flow' (defined as net cash
inflow from operating activities less tangible and intangible capital
expenditure).
Bank loans increased by £2.5m and this, coupled with the free cash flow and
net proceeds from the disposal of Pathfindr provided funding for new
acquisitions amounting to £0.4m (2022: £1.9m), the settlement of contingent
obligations relating to the profits generated by previous acquisitions
totalling £0.4m (2022: £0.8m) and dividends of £1.7m (2022: £2.2m).
Working capital days: Total debtor days and work in progress days both
increased and creditors days remained in line with last year. Overall, the
Group's total working capital days of 17.1 represents a deterioration from the
2022 equivalent (9.6 days), albeit fairly similar to 2021 (15.0 days).
Going concern
The Board believe that, through the actions taken in recent months and
described above, the Group is well placed to recover previous levels of
profitability, cash generation and facility headroom. However, further
scenario modelling has been undertaken of the Group's net debt position into
the reasonably foreseeable future. This modelling included cautious
assumptions about trading performance, investment plans and acquisition
consideration obligations. The principal uncertainty in the projections is the
continued growth of the trading agencies in an unpredictable macro-economic
environment and potential increases in cost base that are not proportionate to
revenue growth.
The Directors have considered the resulting financial projections and cash
flow projections for the Group alongside the availability of renewed committed
bank facilities of £20m (expiring 5 April 2026), an overdraft facility of
£9m (which will reduce to £3m in the event there is a deleveraging event -
further information in note 20 to the financial statements), and the headroom
afforded against Total Debt Leverage and Bank Debt Leverage covenant tests for
the coming 12 months. This successful recent facility renewal is against the
backdrop of the challenging trading conditions experienced in FY23 which
resulted in significant strain on working capital particularly in the latter
half of the year as described earlier. These conditions led to potential
covenant compliance difficulties and a formal waiver of the covenant
requirements before the year end as part of a package of measures ultimately
resulting in the new facility. The revised position leaves the Group much
better placed to navigate its funding needs going forward in the knowledge
that the bank has been supportive of the measures already taken and
demonstrates confidence in the strategies adopted by the Board to lower the
overall debt position.
The Directors have also considered and understood the mitigating actions that
would be required in the event of reduced revenue profiles and any further
consequential difficulties with covenant compliance. Such potential
mitigating actions would include a review of headcount, particularly in the
areas impacted by any downturn. Furthermore the Group have considered
actions that can be taken should increased headroom be required. This would
most likely be the disposal of non-core or high value agency assets.
Against these scenarios, the Group was demonstrated to have adequate headroom
against the facilities described above. This leads the Directors to become
satisfied that, taking account of reasonably possible changes in trading
performance, it is appropriate to adopt the going concern basis in preparing
the financial statements.
Key performance indicators
KPIs are designed to monitor the Group's revenue and profit growth, within a
safe capital structure.
The targets, along with the outcome for 2023 are as follows:
· Achieve organic revenue growth of at least 5% per year [delivered
+ 2%];
· Increase headline operating profit margins to 14% [delivered 8%];
· Grow headline profit before tax by 10% year-on-year; and
[delivered a 47% reduction]
· Maintain the ratio of net bank debt to EBITDA* at or below x1.5
[delivered x2.0] and the ratio of total debt (including both bank debt and
deferred acquisition consideration) to EBITDA at or below x2.0 [delivered
x2.7].
*EBITDA is headline operating profit before depreciation and amortisation
charges.
At the individual Agency level, the Group's financial KPIs comprise revenue
and controllable profitability measures, predominantly based on the
achievement of the annual budget. More detailed KPIs are applied within
individual Agencies. In addition to financial KPIs, the Board periodically
monitors the length of Client relationships, the forward visibility of revenue
and the retention of key staff.
Outlook
We enter the year expecting 2024 to be another year of growth, albeit at a
time of increasing global macro-economic & political uncertainty.
The year has started well and prospects for organic growth and recovery are
good. We also expect to make additional margin improvements in spite of the
cost pressures impacting our sector and we anticipate reaping the benefits of
our strategic review and the focus on the core operations, offerings and
capabilities. Furthermore and as a result of the actions taken in 2023 this
growth is well set to be highly cash generative.
Giles Lee
Group Chief Financial Officer
Consolidated Income Statement
For the year ended 31 December 2023
Continuing operations Discontinued operations Continuing operations Discontinued operations
2023 2023 Total 2023 2022 2022 Total 2022
Note £'000 £'000 £'000 £'000 £'000 £'000
TURNOVER 2 195,450 438 195,888 182,324 361 182,685
Cost of sales (109,130) (208) (109,338) (102,767) (104) (102,871)
OPERATING INCOME 2 86,320 230 86,550 79,557 257 79,814
Headline operating expenses (79,840) (1,668) (81,508) (70,765) (392) (71,157)
HEADLINE OPERATING PROFIT / (LOSS) 6,480 (1,438) 5,042 8,792 (135) 8,657
Goodwill, business and intangible impairment 3 (10,409) - (10,409) (2,396) (2,861) (5,257)
Profit on sale of Pathfindr (Note 17.3) - 308 308 - - -
Start-up costs 3 (1,818) - (1,818) (776) - (776)
Acquisition adjustments 3 (1,652) - (1,652) (593) - (593)
Restructuring costs 3 (715) - (715) (402) - (402)
Bank refinancing 3 (475) - (475) - - -
OPERATING (LOSS) / PROFIT
(8,589) (1,130) (9,719) 4,625 (2,996) 1,629
Share of results of associates and joint ventures
150 - 150 160 - 160
(LOSS) / PROFIT BEFORE INTEREST AND TAXATION
(8,439) (1,130) (9,569) 4,785 (2,996) 1,789
Net finance costs 5 (2,472) - (2,472) (1,046) - (1,046)
(LOSS) / PROFIT BEFORE TAXATION 6 (10,911) (1,130) (12,041) 3,739 (2,996) 743
Taxation 7 (225) 387 162 (1,273) 566 (707)
(LOSS) / PROFIT FOR THE YEAR (11,136) (743) (11,879) 2,466 (2,430) 36
Attributable to:
Equity holders of the parent (11,283) (743) (12,026) 2,439 (2,430) 9
Non-controlling interests 147 - 147 27 0 27
(11,136) (743) (11,879) 2,466 (2,430) 36
Basic earnings per share (pence) 9 (12.6) (0.8) (13.4) 2.7 (2.7) 0.0
Diluted earnings per share (pence) 9 (12.6) (0.8) (13.4) 2.7 (2.7) 0.0
Headline basic earnings per share (pence) 9 3.1 (1.2) 1.9 6.9 (0.1) 6.8
Headline diluted earnings per share (pence) 9 3.1 (1.2) 1.9 6.9 (0.1) 6.7
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2023
Total Total
Continuing operations 2023 Discontinuing operations 2023 Year to 31 December 2023 Continuing operations 2022 Discontinuing operations 2022 Year to 31 December 2022
£'000 £'000 £'000 £'000 £'000 £'000
(LOSS) / PROFIT FOR THE YEAR (11,136) (743) (11,879) 2,466 (2,430) 36
Other comprehensive income - items that may be reclassified separately to
profit or loss:
Exchange differences on translation of foreign operations
(271) - (271) (688) - (688)
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE YEAR
(11,407) (743) (12,150) 1,778 (2,430) (652)
Attributable to:
Equity holders of the parent (11,561) (743) (12,304) 1,829 (2,430) (601)
Non-controlling interests 154 - 154 (51) - (51)
(11,407) (743) (12,150) 1,778 (2,430) (652)
Consolidated Balance Sheet
As at 31 December 2023
As at As at
31 December 31 December
2023 2022
Note £'000 £'000
FIXED ASSETS
Intangible assets 10 90,628 99,741
Property, plant and equipment 3,209 2,090
Right of use assets 11 16,432 9,536
Investments, associates and joint ventures 12 587 437
110,856 111,804
CURRENT ASSETS
Stock 2,981 2,185
Trade and other receivables 13 44,676 41,255
Corporation tax receivable 447 -
Cash and short term deposits 4,632 6,153
52,736 49,593
CURRENT LIABILITIES
Trade and other payables 14 (45,388) (39,667)
Corporation tax payable - (794)
Bank loans 15 (21) (27)
Acquisition obligations 17.1 (1,745) (1,371)
(47,154) (41,859)
NET CURRENT ASSETS 5,582 7,734
TOTAL ASSETS LESS CURRENT LIABILITIES 116,438 119,538
NON CURRENT LIABILITIES
Bank loans 15 (19,973) (17,488)
Lease liabilities 16 (15,768) (8,481)
Acquisition obligations 17.1 (3,720) (2,772)
Deferred tax liabilities (524) (622)
(39,985) (29,363)
NET ASSETS 76,453 90,175
CAPITAL AND RESERVES
Called up share capital 18 9,102 9,102
Share premium account 45,928 45,928
Own shares 19 (942) (994)
Share-based incentive reserve 1,107 1,010
Foreign currency translation reserve (888) (610)
Retained earnings 21,967 35,558
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
76,274 89,994
Non-controlling interests 179 181
TOTAL EQUITY 76,453 90,175
Consolidated Cash Flow Statement
For the year ended 31 December 2023
Continuing operation 2023 Discontinued operations 2023 Continuing operation 2022 Discontinued operations 2022
Total 2023 Total 2022
£'000 £'000 £'000 £'000 £'000 £'000
Operating (loss) / profit (8,589) (1,130) (9,719) 4,625 (2,996) 1,629
Depreciation, amortisation and impairment charges 15,343 31 15,374 6,078 2,623 8,701
Increase / (decrease) in the fair value of contingent consideration
434 - 434 (334) - (334)
Profit on sale of Pathfindr Ltd - (308) (308) - - -
(Profit) / loss on disposal of property, plant and equipment and software and
intellectual property
94 - 94 (11) 21 10
Non-cash charge for share options, growth shares and shares awarded, net of
awards settled in cash
79 - 79 73 - 73
(Increase) / decrease in receivables (2,945) (67) (3,012) 114 35 149
Increase in stock (1,125) (43) (1,168) (70) (3) (73)
Increase / (decrease) in payables 5,803 (1,277) 4,526 995 61 1,056
OPERATING CASH FLOWS 9,094 (2,794) 6,300 11,470 (259) 11,211
Net finance costs paid (2,471) - (2,471) (1,002) - (1,002)
Tax paid (2,411) 637 (1,774) (458) (24) (482)
Net cash inflow / (outflow) from operating activities 4,212 (2,157) 2,055 10,010 (283) 9,727
INVESTING ACTIVITIES
Proceeds on disposal of property, plant and equipment 2 - 2 64 - 64
Purchase of property, plant and equipment (2,340) (3) (2,343) (1,019) (73) (1,092)
Investment in software and product development (111) - (111) (456) (1,396) (1,852)
Acquisitions of, or investments in, businesses (397) - (397) (1,893) - (1,893)
Payment relating to acquisitions made in prior years (393) - (393) (790) - (790)
Cash acquired with subsidiaries 71 - 71 271 - 271
Proceeds on disposal of Pathfindr - 1,050 1,050 - - -
Costs of disposal of Pathfindr - (187) (187) - - -
Net cash (outflow) / inflow from investing activities (3,168) 860 (2,308) (3,823) (1,469) (5,292)
FINANCING ACTIVITIES
Dividends paid (1,495) - (1,495) (2,180) - (2,180)
Dividends paid to non-controlling interests (156) - (156) (40) - (40)
Payment of lease liabilities (1,820) - (1,820) (1,935) - (1,935)
Increase in bank loans 2,474 - 2,474 992 - 992
Purchase of own shares held in EBT - - - (497) - (497)
Net cash outflow from financing activities (997) - (997) (3,660) - (3,660)
Increase / (decrease) in cash and cash equivalents 47 (1,297) (1,250) 2,527 (1,752) 775
Exchange differences on translation of foreign subsidiaries
(271) (688)
Cash and cash equivalents at beginning of year 6,153 6,066
Cash and cash equivalents at end of year 4,632 6,153
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
For the year ended 31 December 2023
Total attributable to equity holders of parent
Share- based incentive Foreign currency translation reserve
reserve £'000 Non-controlling interest
Share Share premium Own shares £'000 Retained earnings Total equity
capital £'000 £'000
£'000 £'000 £'000 £'000
£'000
At 1 January 2022
9,102 45,928 (518) 868 - 37,820 93,200 272 93,472
Profit for the year - - - - - 9 9 27 36
Exchange differences on translation of foreign operations
- - - - (610) - (610) (78) (688)
Total comprehensive (loss) / income for the year
- - - - (610) 9 (601) (51) (652)
Share option charge - - - 33 - - 33 - 33
Growth share charge - - - 109 - - 109 - 109
Own shares purchased by EBT - - (497) - - - (497) - (497)
Shares awarded and sold from own shares
- - 21 - - (91) (70) - (70)
Dividend paid - - - - - (2,180) (2,180) (40) (2,220)
At 31 December 2022
9,102 45,928 (994) 1,010 (610) 35,558 89,994 181 90,175
(Loss) / profit for the year - - - - - (12,026) (12,026) 147 (11,879)
Exchange differences on translation of foreign operations
- - - - (278) - (278) 7 (271)
Total comprehensive (loss) / income for the year
- - - - (278) (12,026) (12,304) 154 (12,150)
Share option charge - - - 17 - - 17 - 17
Growth share charge - - - 80 - - 80 - 80
Shares awarded and sold from own shares
- - 52 - - (70) (18) - (18)
Dividend paid - - - - - (1,495) (1,495) (156) (1,651)
At 31 December 2023
9,102 45,928 (942) 1,107 (888) 21,967 76,274 179 76,453
Notes to the Consolidated Financial Statements
1. Principal Accounting Policies
Basis of preparation
The results for the year to 31 December 2023 have been extracted from the
audited consolidated financial statements, which are expected to be published
by 28 March 2024.
The financial information set out above does not constitute the Company's
statutory accounts for the years to 31 December 2023 or 2022 but is derived
from those accounts. Statutory accounts for the year ended 31 December 2022
were delivered to the Registrar of Companies following the Annual General
Meeting on 20 June 2023 and the statutory accounts for 2023 are expected to be
published on the Group's website (www.themission.co.uk
(http://www.themission.co.uk/) ) shortly, posted to shareholders at least 21
days ahead of the Annual General Meeting ("AGM") on 17 June 2024 and, after
approval at the AGM, delivered to the Registrar of Companies.
The auditors, PKF Francis Clark, have reported on the accounts for the years
ended 31 December 2023 and 31 December 2022; their reports in both years were
(i) unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under Section 498 (2) or (3) of the
Companies Act 2006 in respect of those accounts.
2. Segmental Information
IFRS 15: Revenue from Contracts with Customers requires the disaggregation of
revenue into categories that depict how the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic factors. The
Board has considered how the Group's revenue might be disaggregated in order
to meet the requirements of IFRS 15 and has concluded that the segmentation
disclosures set out below represent the most appropriate categories of
disaggregation. The Board considers that neither differences between sales
channels and markets nor differences between contract duration and the timing
of transfer of goods or services are sufficiently significant to require
further disaggregation.
For management purposes the Board monitors the performance of its individual
agencies and groups them into service segments based on the sectors in which
they operate. Each reportable segment therefore includes a number of agencies
with similar characteristics.
The Board assesses the performance of each segment by looking at turnover,
operating income and headline operating profit. The headline operating profit
shown below is after the reallocation to the agencies of certain head office
costs relating to the Shared Services function. These costs include a
significant portion of the total operating costs which are now centrally
managed.
The Board does not review the assets and liabilities of the Group on a
segmental basis. A segmental breakdown of assets and liabilities is therefore
not disclosed.
Business & Corporate Consumer & Lifestyle Health & Wellness Property Sports & Entertainment Technology & Mobility MISSION Advantage & Central Investments Total
Year to 31 December 2023 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Turnover
Continuing operations 67,215 26,128 4,438 30,983 10,373 40,876 15,437 - 195,450
Discontinued operations - - - - - - - 438 438
Total Group 67,215 26,128 4,438 30,983 10,373 40,876 15,437 438 195,888
Operating income
Continuing operations 20,785 18,195 3,949 15,038 6,675 15,084 6,594 - 86,320
Discontinued operations - - - - - - - 230 230
Total Group 20,785 18,195 3,949 15,038 6,675 15,084 6,594 230 86,550
Headline operating profit / (loss)
Continuing operations 2,831 1,322 712 2,303 1,368 165 (2,221) - 6,480
Discontinued operations - - - - - - - (1,438) (1,438)
Total Group 2,831 1,322 712 2,303 1,368 165 (2,221) (1,438) 5,042
Business & Corporate Consumer & Lifestyle Health & Wellness Property Sports & Entertainment Technology & Mobility MISSION Advantage & Central Investments Total
Year to 31 December 2022 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Turnover
Continuing operations 62,134 24,880 4,694 26,505 6,040 48,527 9,544 - 182,324
Discontinued operations - - - - - - - 361 361
Total Group 62,134 24,880 4,694 26,505 6,040 48,527 9,544 361 182,685
Operating income
Continuing operations 20,637 18,243 3,891 13,353 3,352 17,295 2,786 - 79,557
Discontinued operations - - - - - - - 257 257
Total Group 20,637 18,243 3,891 13,353 3,352 17,295 2,786 257 79,814
Headline operating profit / (loss)
Continuing operations 2,459 1,182 953 1,895 654 3,369 (1,720) - 8,792
Discontinued operations - - - - - - - (135) (135)
Total Group 2,459 1,182 953 1,895 654 3,369 (1,720) (135) 8,657
As contracts typically have an original expected duration of less than one
year, the full amount of the accrued income balance at the beginning of the
year is recognised in revenue during the year. The vast majority of turnover
is recognised over time.
Geographical segmentation
The following table provides an analysis of the Group's operating income by
region of activity:
Year to 31 Year to 31
December December
2023 2022
£'000 £'000
UK 75,278 67,766
USA 7,688 9,156
Asia 3,340 2,667
Rest of Europe 244 225
86,550 79,814
3. Reconciliation of Headline Profit to Reported Profit
The Board believes that headline profits, which eliminate certain amounts from
the reported figures, provide a better understanding of the underlying trading
of the Group.
Year ended Year ended
31 December 31 December
2023 2022
PBT PAT PBT PAT
£'000 £'000 £'000 £'000
From continuing and discontinued operations
Headline profit 2,720 1,855 7,771 6,130
Goodwill, business and intangible impairment (10,409) (10,381) (5,257) (4,697)
Profit on sale of Pathfindr (Note 17.3) 308 355 - -
Start-up costs (1,818) (1,363) (776) (629)
Acquisition-related items (Note 4) (1,652) (1,453) (593) (443)
Restructuring costs (715) (536) (402) (325)
Bank refinancing costs (475) (356) - -
Reported (loss) / profit (12,041) (11,879) 743 36
From continuing operations
Headline profit 4,158 2,953 7,906 6,229
Goodwill, business and intangible impairment (10,409) (10,381) (2,396) (2,366)
Start-up costs (1,818) (1,363) (776) (629)
Acquisition-related items (Note 4) (1,652) (1,453) (593) (443)
Restructuring costs (715) (536) (402) (325)
Bank refinancing costs (475) (356) - -
Reported (loss) / profit (10,911) (11,136) 3,739 2,466
From discontinued operations
Headline loss (1,438) (1,098) (135) (99)
Goodwill, business and intangible impairment - - (2,861) (2,331)
Profit on sale of Pathfindr (Note 17.3) 308 355 - -
Reported loss (1,130) (743) (2,996) (2,430)
In 2022 goodwill, business and intangible impairment costs related to Splash
goodwill and the impairment of Pathfindr fixed assets and stock, following a
review of the valuation of these cash generating units and assets, and the
loss on disposal of the Fenturi investment in associate and write-off of
intercompany balance. In 2023, goodwill, business and intangible impairment
costs relate to the impairment of Story UK Ltd, Story Agency Ltd, Krow Agency
Ltd and Krow Communications Ltd goodwill and the write off of the Mission
Brand Bonding Index intangible asset.
Start-up costs derive from organically started businesses or loss-making
businesses acquired and comprise the trading losses of such entities until the
earlier of two years from commencement or when they show evidence of becoming
sustainably profitable. Start-up costs in 2022 related to the trading losses
of the new Livity youth-marketing offer as well as costs associated with the
early-stage foundation of performance marketing and data science capabilities.
Start-up costs in 2023 relate to Livity, the launch of Turbine, an integrated
Growth Media agency, specialising in owned, earned and paid media for consumer
facing brands, the trading losses of BLS China launched in 2023, as well as
costs associated with the early-stage foundation of performance marketing and
data science capabilities.
Restructuring costs in 2022 comprised costs associated with the major
fundamental restructuring of the Splash business. In 2023, restructuring costs
consist of costs of closing down the April Six Singapore office, and
redundancy, PILON and TUPE related costs associated with restructuring and
right sizing of various business units in the last quarter of the year
following the downgraded full year profit expectation announced to the market.
Bank refinancing costs in 2023 consist of fees from various consulting and
legal firms used to assist and advise the bank in the refinancing process, and
other related costs associated with this process.
4. Acquisition Adjustments
Year to Year to
31 December 2023 31 December 2022
£'000 £'000
Movement in fair value of contingent consideration (434) 334
Amortisation of other intangibles recognised on acquisitions (942) (519)
Acquisition transaction costs expensed (276) (408)
(1,652) (593)
The movement in fair value of contingent consideration relates to a net upward
(2022: downward) revision in the estimate payable to vendors of businesses
acquired. Acquisition transaction costs relate to professional fees in
connection with acquisitions made or contemplated.
5. Net Finance Costs
Year to Year to
31 December 2023 31 December 2022
£'000 £'000
Interest on bank loans and overdrafts, net of interest on bank deposits (1,795) (656)
Amortisation of bank debt arrangement fees (45) (48)
Interest expense on lease liabilities (632) (342)
Net finance costs (2,472) (1,046)
6. Profit Before Taxation
Profit or loss on ordinary activities before taxation is stated after charging
/ (crediting):
Year to Year to
31 December 2023 31 December 2022
£'000 £'000
Depreciation of owned tangible fixed assets 1,171 1,068
Depreciation expense on right of use assets 2,612 1,918
Amortisation of intangible assets recognised on acquisitions 942 519
Amortisation of other intangible assets 353 337
Expense relating to short term leases 388 376
Expense relating to low value leases 29 12
Income from subleasing right of use assets (153) (194)
Staff costs 63,095 55,032
Bad debts and net movement in provision for bad debts (5) 386
Auditors' remuneration 267 238
Loss / (profit) on foreign exchange 589 (411)
7. Taxation
Year to Year to
31 December 2023 31 December 2022
£'000 £'000
Current tax:
UK corporation tax at 23.52% (2022: 19.00%) (123) 380
Adjustment for prior periods 45 (36)
Foreign tax on profits of the period 135 364
57 708
Deferred tax:
Current year originating temporary differences (219) (1)
Tax charge for the year (162) 707
Factors Affecting the Tax Charge for the Current Year:
The tax assessed for the year is higher (2022: higher) than the standard rate
of corporation tax in the UK. The differences are:
Year to Year to
31 December 2023 31 December 2022
£'000 £'000
Profit before taxation (12,041) 743
Profit on ordinary activities before tax at the standard rate of corporation (2,832) 141
tax of 23.52% (2022: 19.00%)
Effect of:
Rate changes (11) (99)
Non-deductible expenses / income not taxable 2,696 562
Depreciation (lower than) / in excess of capital allowances (5) (76)
Differences in overseas tax rates (23) 190
Adjustments in respect of prior periods 45 (36)
Other differences (32) 25
Actual tax charge for the year (162) 707
8. Dividends
Year to Year to
31 December 2023 31 December 2022
£'000 £'000
Amounts recognised as distributions to equity holders in the year:
Interim dividend of nil (2022: 0.83 pence) per share - 743
Final dividend of 1.67 pence (2022: 1.60 pence) per share 1,495 1,437
1,495 2,180
The Board has made the decision to pause further dividend payments until
balance sheet strength is restored.
9. Earnings Per Share
The calculation of the basic and diluted earnings per share is based on the
following data, determined in accordance with the provisions of IAS 33:
Earnings Per Share.
Year to Year to
31 December 31 December
2023 2022
£'000 £'000
Earnings
Reported (loss) / profit for the year
From continuing and discontinued operations (11,879) 36
Attributable to:
Equity holders of the parent (12,026) 9
Non-controlling interests 147 27
(11,879) 36
From continuing operations (11,136) 2,466
Attributable to:
Equity holders of the parent (11,283) 2,439
Non-controlling interests 147 27
(11,136) 2,466
From discontinued operations (743) (2,430)
Attributable to:
Equity holders of the parent (743) (2,430)
Non-controlling interests - -
(743) (2,430)
Headline earnings (Note 3)
From continuing and discontinued operations 1,855 6,130
Attributable to:
Equity holders of the parent 1,708 6,103
Non-controlling interests 147 27
1,855 6,130
From continuing operations 2,953 6,229
Attributable to:
Equity holders of the parent 2,806 6,202
Non-controlling interests 147 27
2,953 6,229
From discontinued operations (1,098) (99)
Attributable to:
Equity holders of the parent (1,098) (99)
Non-controlling interests - -
(1,098) (99)
Number of shares
Weighted average number of Ordinary shares for the purpose of basic earnings
per share
89,549,143 89,906,999
Dilutive effect of securities:
Employee share options 341,144 617,992
Weighted average number of Ordinary shares for the purpose of diluted earnings
per share
89,890,287 90,524,991
Reported basis
From continuing and discontinued operations
Basic earnings per share (pence) (13.4) 0.0
Diluted earnings per share (pence) (13.4) 0.0
From continuing operations
Basic earnings per share (pence) (12.6) 2.7
Diluted earnings per share (pence) (12.6) 2.7
From discontinued operations
Basic earnings per share (pence) (0.8) (2.7)
Diluted earnings per share (pence) (0.8) (2.7)
Headline basis:
From continuing and discontinued operations
Basic earnings per share (pence) 1.9 6.8
Diluted earnings per share (pence) 1.9 6.7
From continuing operations
Basic earnings per share (pence) 3.1 6.9
Diluted earnings per share (pence) 3.1 6.9
From discontinued operations
Basic earnings per share (pence) (1.2) (0.1)
Diluted earnings per share (pence) (1.2) (0.1)
A reconciliation of the profit after tax on a reported basis and the headline
basis is given in Note 3.
10. Intangible Assets
31 December 31 December
2023 2022
£'000 £'000
Goodwill 87,857 96,213
Other intangible assets 2,771 3,528
90,628 99,741
In accordance with the Group's accounting policies, an annual impairment test
is applied to the carrying value of goodwill. The review performed assesses
whether the carrying value of goodwill is supported by the net present value
of projected cash flows derived from the underlying assets for each
cash-generating unit ("CGU"), discounted using an appropriate discount rate.
It is the Directors' judgement that each distinct Agency represents a CGU. The
initial projection period of four years includes the annual budget for each
CGU, based on insight into Clients' planned marketing expenditure and targets
for net new business growth derived from historical experience, and
extrapolations of the budget in subsequent years based on known factors and
estimated trends. The key assumptions used by each CGU concern revenue growth
and staffing levels and different assumptions are made by different CGUs based
on their individual circumstances. These assumptions are arrived at after
considering factors such as historical client spend and levels of client
retention, client wins secured and historical ratios of staff costs to
revenue. Beyond this initial projection period, a generic long term growth
rate of 1.0% is assumed for all units based on information published by market
analysts. The resulting pre-tax cash flow forecasts were discounted using the
Group's estimated pre-tax Weighted Average Cost of Capital ("WACC"), which is
9.9% (2022: 8.4%).
As a result of the performance and restructuring of the operations of Story
Agency Ltd, Story UK Ltd, Krow Agency Ltd and Krow Communications Ltd, and
having calculated the net present value of projected cash flows derived from
these operations, the Directors considered it prudent to impair £10,296,000
of goodwill relating to these CGUs. No other impairments in goodwill were
required.
The long-term growth rate assumed of 1.0% is lower than past UK averages and
that historically used (2022: 2.0%), so provides natural headroom in the
calculations. For example, an increase to the historical level used of 2%
results in combined headroom of £2m for the impaired CGUs and £16m higher
value in use across all operations. Any adverse movement in the assumptions
used results in further impairment to goodwill due to the nature of the
calculations, which record the operations at their forecast recoverable
amounts (using the assumptions set out above).
11. Right of Use Assets
The Group leases several assets including property, office equipment, computer
equipment and motor vehicles.
Property Office equipment, computer equipment and motor vehicles Total
£'000 £'000 £'000
Cost
At 1 January 2022 15,551 2,169 17,720
Acquisition of subsidiaries 123 - 123
Additions 1,704 478 2,182
Disposals (2,210) (248) (2,458)
At 31 December 2022 15,168 2,399 17,567
Additions 9,256 252 9,508
Disposals (1,540) (243) (1,783)
At 31 December 2023 22,884 2,408 25,292
Depreciation
At 1 January 2022 6,736 1,835 8,571
Charge for the year 1,638 280 1,918
Disposals (2,210) (248) (2,458)
At 31 December 2022 6,164 1,867 8,031
Charge for the year 2,259 353 2,612
Disposals (1,540) (243) (1,783)
At 31 December 2023 6,883 1,977 8,860
Net book value at 31 December 2023 16,001 431 16,432
Net book value at 31 December 2022 9,004 532 9,536
The increase in Right of Use Assets in 2023 relates to the entering into of
new leases, most notably the new long term London office lease.
12. Investments, Associates and Joint Ventures
Year to Year to
31 December 31 December
2023 2022
£'000 £'000
At 1 January 437 517
Profit during the year 150 160
Disposal of Fenturi - (240)
At 31 December 587 437
13. Trade and Other Receivables
31 December 2023 31 December 2022
£'000 £'000
Trade receivables 26,858 25,052
Accrued income 13,476 13,273
Prepayments 3,005 2,051
Other receivables 1,337 879
44,676 41,255
An allowance has been made for estimated irrecoverable amounts from the
provision of services of £25,000 (2022: £228,000). In 2022, one specific
debtor was provided for which accounted for the majority of the allowance.
This debtor was partially recovered in 2023 and the remaining balance written
off, resulting in the decrease in provision for irrecoverable amounts in 2023.
The estimated irrecoverable amount is arrived at by considering the historical
loss rate and adjusting for current expectations, Client base and economic
conditions. Both historical losses and expected future losses being very low,
the Directors consider it appropriate to apply a single average rate for
expected credit losses to the overall population of trade receivables and
accrued income. Accrued income relates to unbilled work in progress and has
substantially the same risk characteristics as the trade receivables for the
same types of contracts. The Directors consider that the carrying amount of
trade and other receivables approximates their fair value.
31 December 2023 31 December 2022
£'000 £'000
Gross trade receivables 26,883 25,280
Gross accrued income 13,476 13,273
Total trade receivables and accrued income 40,359 38,553
Expected loss rate 0.1% 0.6%
Provision for doubtful debts 25 228
Trade receivables include £8.8m (2022: £6.5m) that is past due but not
impaired, of which £1.0m (2022: £1.0m) is greater than 3 months past due.
14. Trade and Other Payables
31 December 2023 31 December 2022
£'000 £'000
Trade creditors 14,026 14,454
Deferred income 8,533 8,903
Other creditors and accruals 11,163 10,771
Other tax and social security payable 9,683 3,957
Lease liabilities (Note 16) 1,983 1,582
45,388 39,667
Other tax and social security increased as a result of delayed VAT and PAYE
payments, with a payment plan having been agreed with HMRC whereby all delayed
payments will be repaid by the end of May 2024.
15. Bank Overdrafts, Loans and Net Bank Debt
31 December 2023 31 December 2022
£'000 £'000
Bank loan outstanding 20,049 17,575
Unamortised bank debt arrangement fees (55) (60)
Carrying value of loan outstanding 19,994 17,515
Less: Cash and short term deposits (4,632) (6,153)
Net bank debt 15,362 11,362
The borrowings are repayable as follows:
Less than one year 21 27
In one to two years 20,023 17,521
In two to three years 5 22
In three to four years - 5
20,049 17,575
Unamortised bank debt arrangement fees (55) (60)
19,994 17,515
Less: Amount due for settlement within 12 months (shown under current
liabilities)
(21) (27)
Amount due for settlement after 12 months 19,973 17,488
Bank debt arrangement fees, where they can be amortised over the life of the
loan facility, are included in finance costs. The unamortised portion is
reported as a reduction in bank loans outstanding.
Included in the above is £49,000 of bank loans owing by Populate Social Ltd,
one of the companies acquired during 2022. These borrowings are repayable over
a three year period.
At 31 December 2023, the Group's committed bank facilities comprised a
revolving credit facility of £20.0m, with an option to increase the facility
by £5.0m. On 8 March 2023 the Group exercised the option to extend by one
year, the facility now expiring on 5 April 2025. Interest on the facility is
based on SONIA (sterling overnight index average) plus a margin of between
1.50% and 2.25% depending on the Group's debt leverage ratio, payable in cash
on loan rollover dates. On 27 March 2024, the Group agreed a new revolving
credit facility of £20m, expiring on 5 April 2026. Interest on the new
facility is based on SONIA (sterling overnight index average) plus a margin of
between 2.25% and 4.90% depending on the Group's debt leverage ratio, payable
in cash on loan rollover dates.
In addition to its committed facilities, the Group has available an overdraft
facility of up to £9.0m with interest payable by reference to National
Westminster Bank plc Base Rate plus 2.25%.
At 31 December 2023, there was a cross guarantee structure in place with the
Group's bankers by means of a fixed and floating charge over all of the assets
of the Group companies in favour of National Westminster Bank plc.
All borrowings are in sterling.
16. Lease Liabilities
Obligations under leases are due as follows:
31 December 2023 31 December 2022
£'000 £'000
In one year or less (shown in trade and other payables) 1,983 1,582
In more than one year 15,768 8,481
17,751 10,063
17. Acquisitions
17.1 Acquisition Obligations
The terms of an acquisition provide that the value of the purchase
consideration, which may be payable in cash or shares at a future date,
depends on uncertain future events such as the future performance of the
acquired company. The Directors estimate that the liability for contingent
consideration payments is as follows:
31 December 2023 31 December 2022
Cash Shares Total Cash Shares Total
£'000 £'000 £'000 £'000 £'000 £'000
1,745 - 1,745 1,371 - 1,371
Less than one year
Between one and two years 2,830 - 2,830 53 - 53
In more than two years but less than three years
890 - 890 1,820 - 1,820
In more than three years but less than four years
- - - 899 - 899
5,465 - 5,465 4,143 - 4,143
A reconciliation of acquisition obligations during the period is as follows:
Cash Shares Total
£'000 £'000 £'000
At 31 December 2022 4,143 - 4,143
Obligations settled in the period (393) - (393)
Adjustments to estimates of obligations 434 - 434
New acquisitions 1,281 - 1,281
At 31 December 2023 5,465 - 5,465
17.2 Acquisition of Mezzo Labs Ltd
On 13 February 2023, the Group acquired the entire issued share capital of
Mezzo Labs Ltd ("Mezzo"). Mezzo is a leading provider of innovative data
services with over 16 years' experience in data strategy and architecture, web
analytics, CX analytics, marketing automation, insights generation, data
science, Conversion Rate Optimisation (CRO) and personalisation. Headquartered
in London, the company also has operations in Singapore. The fair value of
the consideration given for the acquisition was £1,678,000, comprising
initial cash consideration and deferred contingent consideration. The deferred
contingent consideration is to be satisfied by the issue of new ordinary
shares up to a maximum of 40% at MISSION's discretion, with the balance
payable in cash. Costs relating to the acquisition amounted to £81,000 and
were expensed.
Maximum contingent consideration of £4,000,000 is dependent on Mezzo
achieving a profit target over the period 1 January 2023 to 31 December 2024.
The Group has provided for contingent consideration of £1,466,000 to date.
The book value of the net identifiable liabilities acquired was £594,000
resulting in goodwill and previously unrecognised other intangible assets of
£2,272,000. Goodwill arises on consolidation and is not tax-deductible.
Management carried out a review to assess whether any other intangible assets
were acquired as part of the transaction. Management concluded that both a
brand name and customer relationships were acquired and attributed a value to
each of these by applying commonly accepted valuation methodologies. The
goodwill arising on the acquisition is attributable to the anticipated
profitability of Mezzo.
Book Fair value adjustments Fair
value value
£'000 £'000 £'000
Net assets acquired:
Intangible assets 49 - 49
Fixed assets 19 - 19
Trade and other receivables 368 - 368
Cash and cash equivalents 71 - 71
Trade and other payables (1,088) - (1,088)
Deferred tax (13) - (13)
(594) - (594)
Other intangibles recognised at acquisition - 470 470
Deferred tax adjustment - (118) (118)
(594) 352 (242)
Goodwill 1,920
Total consideration 1,678
Satisfied by:
Cash 397
Deferred contingent consideration 1,281
1,678
Mezzo contributed turnover of £2,536,000, operating income of £2,369,000 and
headline operating profit of £583,000 to the results of the Group in 2023.
17.3 Sale of Pathfindr Ltd
During the year, the Group considered different strategies to reduce leverage,
including divestments of non-core operations. As a result of this review, on
29 December 2023, the Group disposed of its 80% share in Pathfindr Ltd. The
consideration, assets disposed of and costs of disposal were as follows:
£'000
Upfront cash consideration received 1,050
Working capital surplus payment to be received 250
Total consideration 1,300
Net assets disposed of:
Fixed assets 68
Trade and other receivables 204
Stock 372
Corporation and deferred tax 366
Trade and other payables (206)
804
Disposal costs 188
Total cost of disposal 992
Profit on sale of Pathfindr 308
17.4 Pro-forma results including acquisitions
The Directors estimate that, had the Group consolidated the results of
acquisitions made during the year, from the beginning of the year, the
turnover, operating income and headline operating profit of the Group would
not have been materially different to the numbers presented in the
consolidated income statement.
18. Share Capital
31 December 2023 31 December 2022
£'000 £'000
Allotted and called up:
91,015,897 Ordinary shares of 10p each (2022: 91,015,897 Ordinary shares of 9,102 9,102
10p each)
Share-based incentives
The Group has the following share-based incentives in issue:
At start of year Granted/ Waived/ At end of year
acquired lapsed Exercised
TMMG Long Term Incentive Plan 393,221 - - (133,029) 260,192
Growth Share Scheme 3,200,000 - (578,766) - 2,621,234
The TMMG Long Term Incentive Plan ("LTIP") was created to incentivise senior
employees across the Group. Nil-cost options are awarded at the discretion of,
and vest based on criteria established by, the Remuneration Committee. During
the year, 133,029 options were exercised at an average share price of 29.3p
and at the end of the year 260,192 of the outstanding options are exercisable.
Shares held in an Employee Benefit Trust (see Note 19) will be used to satisfy
share options exercised under the Long Term Incentive Plan.
A Growth Share Scheme was implemented in June 2021. Participants in the scheme
subscribed for Ordinary B shares in The Mission Marketing Holdings Limited
(the "growth shares") at a nominal value. These growth shares can be exchanged
for an equivalent number of Ordinary Shares in MISSION if MISSION's share
price equals or exceeds 150p for at least 15 consecutive days during the
period ending on the date the Company's financial results for the year ended
31st December 2023 are announced; if not, they will have no value.
19. Own Shares
No. of shares £'000
At 31 December 2021 718,138 518
Own shares purchased 827,937 497
Awarded or sold during the year (50,537) (21)
At 31 December 2022 1,495,538 994
Awarded or sold during the year (98,317) (52)
At 31 December 2023 1,397,221 942
Shares are held in an Employee Benefit Trust to meet certain requirements of
the Long Term Incentive Plan.
20. Post Balance Sheet Events
Debt Refinancing
On 20 December 2023, MISSION confirmed that it was in constructive dialogue
with its long-standing lender, NatWest, with respect to the covenants and
maturity of its banking facilities and that NatWest had agreed to waive the
December 2023 covenant.
MISSION has now secured a new debt facility with NatWest, to replace its
existing debt facility and extending the facility for a year to 5 April 2026.
The Board is pleased with the ongoing support from NatWest.
The previous NatWest debt facility was a £20m Revolving Credit Facility and a
£9m overdraft terminating in 2025. The new NatWest debt facility is a £20m
Revolving Credit Facility, and a £9m overdraft which will reduce to £3m in
the event there is a deleveraging event achieved by 30 June 2024 (the "New
Debt Facility").
A deleveraging event is an equity raise (or other such deleveraging event to
be agreed reasonably by NatWest) resulting in cash proceeds of no less than
£4m to be undertaken by no later than 30 June 2024 (the "Deleveraging
Event"). If the Deleveraging Event is not achieved by this deadline, this
would not constitute an event of default under the New Debt Facility and the
New Debt Facility would remain in place.
21. Further Information
Contingent Consideration
The Group has certain outstanding contingent deferred payment obligations in
relation to past acquisitions subject to their post-completion financial
performance.
A total of £1.75m in aggregate is due in late March and early April 2024 in
relation to the previous acquisitions of Populate, Influence and Mezzo. In
relation to the Mezzo and Influence acquisitions, the Board has determined
that the split of consideration between cash and shares is up to £0.55m in
MISSION shares, with the balance in cash. The final split of consideration
will be announced once agreed with relevant sellers. The share element is
expected to be part funded by shares held in MISSION's employee benefit trust
with the balance as a new issue of shares by MISSION.
The Directors estimate that the additional contingent consideration payable in
relation to previous acquisitions will be (i) 2025 - £2.8m; and (ii) 2026 -
£0.9m. No contingent consideration in relation to previous acquisitions is
payable after 2026. Certain of the contingent consideration payments may
include an element of MISSION shares, which is subject to negotiation between
the parties subject to certain contractual parameters.
Debt Refinancing
The following table sets out the interest margin above the Sterling Overnight
Index Average ("SONIA") on the Revolving Credit Facility as part of the
Current Debt Facility and the New Debt Facility at different leverage
levels.
Senior Adjusted Current Debt Facility New Debt Facility
Leverage <£10m used >£10m used <£10m used >£10m used
3x-3.7x 2.00 2.25 4.65 4.90
2.5x-3x 2.00 2.25 3.50 3.75
2x-2.5x 2.00 2.25 3.25 3.50
1.5x-2x 1.75 2.00 3.00 3.25
1x-1.5x 1.75 2.00 2.50 2.75
<1x 1.50 1.75 2.25 2.50
The Group has received a covenant waiver for the March 2024 covenant test, and
thereafter the covenants will be based on (i) senior adjusted leverage; (ii)
adjusted leverage; and (iii) senior interest cover.
Senior adjusted leverage is calculated as Net debt (excluding acquisition
obligations) / EBITDA (on a pre-IFRS 16 basis). Adjusted leverage is
calculated as Net debt (including acquisition obligations) / EBITDA (on a
pre-IFRS 16 basis). Senior interest cover is the ratio of EBITDA to finance
charges (interest costs).
The covenant tests under the New Debt Facility before a Deleveraging Event are
as follows:
Senior Adjusted Leverage Adjusted Leverage Senior Interest Cover
March 2024 waived waived waived
June 2024 below 3.50:1 below 4.00:1 above 2.90:1
September 2024 below 3.70:1 below 4.20:1 above 3.20:1
thereafter below 2.00:1 below 2.50:1 above 4.00:1
The covenant tests under the New Debt Facility after a Deleveraging Event are
as follows:
Senior Adjusted Leverage Adjusted Leverage Senior Interest Cover
March 2024 waived waived waived
June 2024 below 3.00:1 below 3.50:1 above 2.90:1
September 2024 below 3.00:1 below 3.50:1 above 3.20:1
thereafter below 2.00:1 below 2.50:1 above 4.00:1
Engagement with shareholders and potential investors
In conjunction with the debt refinancing, MISSION engaged in discussions with
certain shareholders and potential new investors in relation to a potential
equity fundraising. Having considered the feedback from these discussions the
Board has decided that now is not the appropriate time to raise additional
equity capital, however the Board was pleased with the level of engagement and
support from a number of investors.
Future Strategy
Following the 23 October 2023 trading update, the Board commenced a detailed
operational review of the Group, including an immediate reassessment of
financial expectations and resource allocation and the development and
implementation of the Value Restoration Plan. The Group's operating model is
focussed on the Group's key brand Agencies.
The Directors believe that focusing on the Group's key brand Agencies in 2024
and 2025 should improve profitability and enable a faster reduction in the
Group's net debt. By 2026, the Group will look to accelerate earnings growth
as enhanced offers and greater collaboration gain market share.
Five Year Financial Objectives
In conjunction with the work undertaken on the Value Restoration Plan and
future strategy, the Board have developed some longer-term targets, and the
following five-year financial objectives have been adopted.
The target for the end of the 2028 financial year is to deliver £120m of
revenue, £20m of adjusted EBITDA and the repayment of the Group's net debt,
which the Directors believe will be driven by organic revenue growth at a
compound annual growth rate of 6-7%, and the delivery of efficiencies by
MISSION Advantage and MISSION Commercial, targeting a 14% operating margin in
2028, underpinned by careful cash management and capital allocation (the "2028
Target").
The Directors have considered the financial objectives comprised in the 2028
Group Target, which have been formulated by them after due and careful enquiry
and confirm that they remain valid as at the date of this Announcement and
that they have been properly compiled on the basis of the assumptions and
accounting policies adopted by the Group.
Previous Approaches
The Board received a number of unsolicited preliminary takeover approaches
from a potential offeror, both prior to and after the 23 October 2023 trading
update, to acquire the Group. These proposals were considered thoroughly by
the Directors, having sought independent financial advice, but were
unanimously rejected as the Board felt that the proposals materially
undervalued Mission, its business and prospects.
Non-Core Disposal
As announced on 20 December 2023, the Group has been in discussions regarding
the potential disposal of two non-core business units, and on 5 January 2024
the Group confirmed the disposal of its 80% interest in Pathfindr for an
initial consideration of £1m in cash.
In relation to the second non-core business unit, the Board believe that the
terms offered by the potential acquirer of the business unit significantly
undervalue the business unit and they do not believe that a disposal on these
terms is in the best interests of the Group or its shareholders. Accordingly,
discussions have now formally ceased with the potential acquirer.
CERTAIN INFORMATION CONTAINED ABOVE IN NOTE 21 "FURTHER INFORMATION" OF THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED
IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT
THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING
ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR JPMRTMTTTBIIRecent news on Mission
See all newsREG - AIM - AIM Notice - 23/04/2024
AnnouncementREG - Mission Group PLC - Issue of Contingent Consideration Shares & TVR
AnnouncementREG - Mission Group PLC - Final Results
AnnouncementREG - Mission Group PLC - Final Results
AnnouncementREG - Mission Group PLC - Holding(s) in Company
Announcement