REG - Mission Group PLC - Growth Share Scheme

MissionAnnouncement

Wed 07:00

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RNS Number : 4037T  Mission Group PLC (The)  18 February 2026

18 February 2026

The Mission Group plc

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

Growth Share Scheme

The MISSION Group plc (AIM: TMG), creator of Work That Counts(TM), comprising
a group of digital marketing and communications Agencies, is pleased to
announce the formation of a new senior management retention and incentive
scheme.

The Growth Share Scheme Arrangement (the "Scheme") reflects the Board's
commitment to aligning the long-term interests of our people with those of
shareholders. Attracting, retaining and motivating high-calibre talent is
critical to delivering our strategic objectives and creating sustainable
shareholder value. The Scheme is designed to incentivise strong performance,
reward long-term contribution and foster a culture of ownership across the
Group. By linking reward to the Company's success, the Board believes the
Scheme will support continued growth and enhance value creation for all
stakeholders. The Scheme only has value to the participants if the share price
of the Company increases substantially.

The Scheme

Under the Scheme, selected individuals are invited to subscribe for B ordinary
shares in The Mission Marketing Holdings Limited ("B Shares"). These B Shares
are subscribed for at a nominal value of 0.01p per B Share and will only have
a material value if at any time in the period ending on the date the Company's
financial results for the year ended 31st December 2028 are announced, or
prior to a change of control or voluntary liquidation of the Company if
sooner, the closing market value of the Company equals or exceeds 35p per
share for fifteen consecutive days when the AIM market is open for business
("Vesting Condition").

If the Vesting Condition is met, those individuals who still hold B Shares at
the relevant time will be entitled to require the Company to acquire their B
Shares. The Company, in its absolute discretion, can determine to pay for the
B Shares in cash (calculated on the basis of a price per B Share equal to the
market value of an Ordinary Share at that time) , in Ordinary Shares of 10p
each in the capital of the Company ("Ordinary Shares") (calculated on the
basis of one Ordinary Share for each B Share) or in a combination of Ordinary
Shares and cash. The Ordinary Shares issued following the acquisition of B
Shares are not subject to any form of lock up or orderly market agreement or
minimum holding period including post-employment holding. The B Shares are not
entitled to any dividends paid by the Company in the period prior to the date
that Ordinary Shares are issued following the acquisition of B Shares by the
Company.  There are no malus or clawback provisions following the acquisition
of B Shares by the Company.

The B Shares are also subject to drag along and tag along rights which provide
that, if the Company wishes to dispose of some or all of its shares in The
Mission Marketing Holdings Limited then  in certain circumstances the holders
of the B Shares can either be required to sell, or can require the person
acquiring such shares to buy, their B Shares and in either case the price to
be paid to the holders of the B Shares depends on whether the Vesting
Condition has been met at the time of such disposal and, if it has, the price
is calculated by reference to the market value of an Ordinary Share at that
time as it would on a change of control, voluntary liquidation of the Company
or following the date the Company's financial results for the year ended 31st
December 2028 are announced.

The B Shares have no value if the Vesting Condition is not met.  If any
holder of B Shares ceases to be employed by a member of the Company's group
(otherwise than by reason of death, permanent illness or incapacity,
redundancy or other reason determined by the Company) then, unless the board
of The Mission Marketing Holdings Limited (with the written consent of the
Company's Remco)determines otherwise (in which case the holder of the B Share
retains those B Shares), they shall be required to sell their B Shares to the
Company for £1 in aggregate. The Company has the discretion to rebase or
adjust the Vesting Condition to take into account objective changes in
circumstances that occur after the B Shares are issued but prior to the date
that Ordinary Shares are issued following the acquisition of B Shares by the
Company. This discretion does not apply in the event of an early Vesting
Condition following a change of control or voluntary liquidation of the
Company.

To achieve the Vesting Condition, the share price of the Company will need to
increase by a minimum of 86.7% from its current level of 18.75 pence to
achieve a 35p share price, which would represent an increase in market
capitalisation of approximately £15m. Under the Scheme, the B Shares would
have an aggregate value at the 35p level of approximately £3.5m and could be
exchanged for a maximum of 10,000,000 Ordinary Shares. The total potential
number of Ordinary Shares that could be issued under the Scheme and under
other existing option schemes is 10,234,192, representing 11.1% of the issued
share capital.

In total, 10,000,000 B Shares were subscribed for on 17 February 2026 (the
"Award") by a limited number of board members and non-PDMR senior managers.
The subscription details for board members of MISSION are detailed below.

 

 Name                     Position                 Number of B Shares
 David Morgan             Non-Executive Chair      1,450,000
 John Carey               Group Chief Executive    1,500,000
 Giles Lee                Chief Financial Officer  1,450,000
 Other senior management                           5,600,000
 Total                                             10,000,000

 

 

* The Vesting Condition requires the closing market value of the Company to
equal or exceed 35p per Ordinary Share for fifteen consecutive days when the
AIM market is open for business at any time prior to the date on which the
Company's financial results for the year ended 31st December 2028 are
announced.

ENDS

ENQUIRIES

 John Carey, Chief Executive Officer                                   Via Houston

 Giles Lee, Chief Financial Officer
 The MISSION Group PLC

 Simon Bridges / Andrew Potts / Harry Rees
 Canaccord Genuity Limited                                             020 7523 8000

 (Financial Adviser, Nominated Adviser and Broker)

 Peter Tracey                                                          020 3807 8484

 Blackdown Partners Limited

 (Financial Adviser)

 Kate Hoare / Charlie Barker                                           077 33 032 695 / 020 4529 0549
 E: mission@houston.co.uk (mailto:mission@houston.co.uk)
 Houston PR

 

NOTES TO EDITORS 

The MISSION Group Plc. is the Alternative Group for Ambitious Brands.

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
(http://www.themission.co.uk/)

 

 a)   Name

David Morgan
                                                                   John Carey
                                                                   Giles Lee

 
 2    Reason for the notification

 a)   Position/status

David Morgan   Non-Executive Chair
                                                                   John Carey     Group Chief Executive
                                                                   Giles Lee      Chief Financial Officer

 
 b)   Initial notification /Amendment                              18 February 2026

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         The Mission Group plc

 b)   LEI                                                          213800L567CF3Z6GPZ03

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument

                                                                   B ordinary shares in The Mission Marketing Holdings Limited, exchangeable

                                                            into ordinary shares of 10p each the capital of the Company upon the
      Identification code                                          satisfaction of performance criteria

                                                                   GB00B11FD453
 b)   Nature of the transaction                                    Award of Growth Shares

 c)   Price(s) and volume(s)

       Price  Volume
                                                                   David Morgan  0.01p  1,450,000
                                                                   John Carey    0.01p  1,500,000
                                                                   Giles Lee     0.01p  1,450,000
 d)   Aggregated information

      - Aggregated volume                                           4,400,000

      - Price                                                      0.01p
 e)   Date of the transaction                                      17 February 2026

 f)   Place of the transaction                                     Off Market

 

2

 

Reason for the notification

a)

 

Position/status

 

 

 David Morgan   Non-Executive Chair
 John Carey     Group Chief Executive
 Giles Lee      Chief Financial Officer

 

b)

 

Initial notification /Amendment

 

18 February 2026

3

 

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

 

a)

 

Name

 

The Mission Group plc

b)

 

LEI

213800L567CF3Z6GPZ03

4

 

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

 

Description of the financial instrument, type of instrument

 

Identification code

 

 

B ordinary shares in The Mission Marketing Holdings Limited, exchangeable
into ordinary shares of 10p each the capital of the Company upon the
satisfaction of performance criteria

 

GB00B11FD453

b)

 

Nature of the transaction

Award of Growth Shares

c)

 

Price(s) and volume(s)

 

 

               Price  Volume
 David Morgan  0.01p  1,450,000
 John Carey    0.01p  1,500,000
 Giles Lee     0.01p  1,450,000

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

 4,400,000

 

0.01p

e)

 

Date of the transaction

17 February 2026

f)

 

Place of the transaction

Off Market

 

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