Trigg Mining Limited
Annual Report 2011

Plain-text annual report

marketing group plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . annual report and accounts for the year ended 31 December 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Mission Marketing Group plc is a network of entrepreneurial communications Agencies spanning 14 offices, and uniting 700 people, across the UK. The Group enables each Agency, its people and its Clients, to access skills, tools and buying power in a collectively advantageous way, while freeing each Agency to express its unique personality. Our Agencies have proven, long-term ability to help Clients win. They are driven by uncommonly talented people whose creative business thinking and specialist knowledge complement those of their colleagues around the Group. Between them, they have an impressive record of delivering tangible results for Clients. We are proud to work with some of the world’s leading brands and the UK’s biggest names. Our mission is simple: to work together to make our Clients’ brands and businesses more valuable; and fuelled by their success, to grow the missiontm into the nation’s most respected and influential creative communications group. The tm graphic symbolises the shared ambitions, values and goals that unite every Agency in the mission group. The UK’s leading technology marketing Agency working with the world’s biggest technology brands. A full-service communications Agency with a national reputation for creative excellence. A UK top 20 communications group with businesses specialising in brand development, advertising, digital, media, direct response, PR, events and training. A full service Agency specialising in automotive and retail. The North of England’s premier integrated communications Agency. An award-winning brand development and direct communications Agency. The UK’s leading residential property marketing Agency and the largest buyer of estate agency media in the country. together, we are The Mission Marketing Group plc Annual Report 2 Our basic structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . R O T C E S D A T A A N N I N G L P SPECIALIS M S KILLS BUYING TOOL S IN SIGHT R E S E H C R A C R E A T I V E T E K R A M Pride & Passion “the missiontm Agencies are professional and realistic, and all have an eye to the future. They exude pride in their businesses and a passion to be best in class. I know that the Agencies, while trading in different sectors and built on different kinds of expertise, are culturally very similar. All of them are doing things well beyond the norm.” David Morgan, Executive Chairman, The Mission Marketing Group plc 3 The Mission Marketing Group plc Annual Report Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 Overview Chairman’s Statement Financial Review Board of Directors Report of the Directors Corporate Governance Independent Auditors’ Report Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Cash Flow Statement Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Independent Auditors’ Report: Company Company Balance Sheet Notes to the Company Balance Sheet Notice of Annual General Meeting Advisors Annual General Meeting Form of Proxy 5 6 11 13 14 19 22 23 24 25 25 26 48 49 50 55 59 60 The Mission Marketing Group plc Annual Report 4 2011 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 was an excellent year for . The objectives we set in April 2010, on completion of the refinancing of the Group, have all been delivered: • Keep focus on core business, but look for new talent and strategic in-fills; • Increase profit by revenue growth and cost reduction; and • Pay down debt by strong cash management and preserving cash. We have made real financial progress: • Operating income (“revenue”) up 15% to £41.5m (2010: £36.1m) • Headline operating profit up 19% to £5.8m (2010: £4.9m) • Net finance costs reduced by 24% to £1.6m (2010: £2.1m) • Headline profit before tax up 50% to £4.2m (2010: £2.8m) • Headline Diluted EPS: 4.2 pence (2010: 3.0 pence) • Cash inflow from operating activities of £5.1m • Bank debt repayments of £4.5m, including £1.5m of voluntary prepayment • Net bank debt reduced by £3.1m to £15.3m Operating income (“revenue”) up 15% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Headline profit before tax up 50% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net bank debt reduced by £3.1m And we have achieved our key performance targets: Performance measure Target Achievement in 2011 Operating income Increase year-on-year, both via increased business from existing Clients and from new business wins Operating profit margins Achieve levels at least in line with industry averages Ratio of net debt to EBITDA Reduce below x2 by end of 2012 Net annualised new business of £4.1m operating income achieved in year. Great new wins - e.g. Cisco, Pitney Bowes, Highland Spring, Peugeot Trade, Ferodo. Strong Client retention and growth from incumbent Clients- e.g. BP, Bellway, Fairview, Domino’s Pizza, M&S Money, Superdry. Operating margins improved to 14.1% (2010: 13.6%), above industry average. Central Office streamlined; costs reduced 12%. Debt leverage ratio reduced from x3.3 in 2010 to x2.3 in 2011 and expected to fall below x2 in first half of 2012. 5 The Mission Marketing Group plc Annual Report Chairman’s Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dear reader I think our teams should be warmly congratulated for delivering a stellar performance in 2011 against a very uncertain Market and financial back drop. By hitting their financial targets they have ensured that we continue to stabilise the business by reducing our inherited debt and providing a platform from which future growth can be encouraged. Our three lead Agencies built on the gains they had made in 2010 whilst our smaller, yet perfectly formed Agencies either maintained or grew, albeit from a smaller base. For example, critical wins at RLA have established them as the leading player in the UK aftermarket automotive sector. Our focus on specialisation has been even more highlighted by ThinkBDW, who are now the UK’s clear leader in the property marketing sector and April-Six, who are fast becoming recognised as the B2B technology Agency of choice. Significant Client wins throughout the year have bolstered overall performance but greatest credit to the teams must go against their record of Client retention which, in a world of increased competition, shrinking margins and uncertain budgeting, is no mean feat. 2011 also saw us increase our portfolio through strategic and service complementing in-fill acquisitions. Either geographically, through Robson Brown in Newcastle, or by offering, through the social media experts Yucca or our new colleagues from Fire IMS who have joined our flourishing Belfast Agency, RLA. In November 2011 we established Bray Leino Vivactis, a business focused on the serious end of the Healthcare sector. This new team was created via a firm co-operation with the mainland European Healthcare Group, Vivactis, and by the hiring of top notch talent from leading Healthcare Agencies. We are very excited by this venture and we have every confidence that it will create a new and refreshing option within this sector. Early successes indicate that we will achieve our goal. Looking into 2012 we are aiming for more of the same. Our focus will continue to be to pay down debt, consolidate our Agencies, act more as one business where it is appropriate for our Clients who require that depth of support, and to create new offerings wherever we see a strategic need or a business-enhancing opportunity. I believe that we have the people, the structure and the passion in place to take further our commitment to being the most respected and regarded Agency group in the UK and that our forward momentum will continue through 2012. We have had a sound start to the year and I feel confident that through controlled growth we will have a decent year ahead of us and will go into 2013 in even better shape as a business. It’s safe to say, therefore, that we are predicting an exciting year for the missiontm, if not quite a lollapalooza. David Morgan Chairman 27 March 2012 The Mission Marketing Group plc Annual Report 6 together, we are . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . One of the UK’s leading technology Agencies. April-Six is the resident business-to-business technology specialist and we’re proud to serve some of the world’s biggest technology brands. What makes us really stand out is our passionate, can-do attitude and impeccable Client service ethos, which makes light work of managing the demands of complex subject matter, rapidly evolving markets and global teams across geographies, languages, cultures and time zones. The promise: refreshingly different technology marketing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . With specialists in advertising, sales activation, digital and PR, at Big we create big ideas for ambitious brands, using real insight to truly engage. Recent work has included the “It’s what we do” campaign for Domino’s Pizza which rolled out across TV, press and online banners. We also created an ‘industry first’ product efficiency calculator app for JCB which highlights the fuel efficiency and bottom line savings achieved when using a JCB machine. Our other Clients include Holland & Barrett, WKD, Blockbuster and Samsung Mobile. 7 The Mission Marketing Group plc Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wise-up to roll-ups Our aim was to encourage the estimated 300,000 roll- up smokers in the South West of England to wise-up to hand rolling tobacco. And to help them realise that it’s just as bad as smoking ordinary cigarettes. The fact that Smokefree South West ran out of ‘Quit Kit Wise-Up Pouches’ twice during the campaign suggests we made quite an impact. Help tomorrow take shape It was one of the biggest marketing challenges of the decade. The brief for the 2011 Census campaign was to reach every one of the 26 million households in England and Wales, and to encourage them all to fill in their census forms. With a 94% national response rate, outperforming the previous census campaign held ten years ago, we believe we succeeded. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kia Our longstanding relationship with Kia Motors in the British Isles keeps going from strength to strength. Last year saw the launch of the new Picanto supermini and for the product rollout we produced some really stunning work – direct mail, point-of-sale, press advertising, mini- brochures, showroom vehicle graphics and customer loyalty packs. Scania Dirt roads. Rocky roads. No roads. The new Scania Off- road trucks are built with one simple focus: to reliably move their customers and their customer’s business ahead. In all conditions. The one-piece solid steel bumper, the new high chassis with air suspension and the Scania Opticruse with a new Off-road mode. The trucks are full of new features that enhance the driving experience and make the trucks more robust than ever. The Scania Off-road trucks are the toughest construction trucks they have ever built. And to prove it – a photoshoot in a quarry in deepest Hirwaun, Aberdare to put the trucks to the test. Watch out for the video – coming soon on scania.co.uk. The Mission Marketing Group plc Annual Report 8 together, we are . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We invest in imagination, inventiveness and creativity. We deliver ideas that get results for our clients… ideas that work. This year we have delivered rebranding for the national education award organisation NCFE. We have helped reduce smoking rates through a unique “Every breath” campaign for Fresh Smokefree North East with the backing of Sting. Sam’s Snaps campaign was launched online for Balance to help protect children from the effects of alcohol. We’ve ensured DFDS Seaways has remained top of passengers’ minds in a turbulent market, and developed a unique Sealy Beds sleep app along the way too. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HSBC Our campaign for HSBC’s expansion across Scotland leveraged their USP of ‘Global expertise delivered locally’. The campaign was delivered locally through 48 sheets and delivered five times the volume of customers in the first 3 months compared with other branch openings. Highland Spring Our recent work for Highland Spring sees us take the Brand back onto television after a 5 year absence. The campaign, “The Joys of Highland Spring”, focuses on the fact that the water is drawn from organic land and nothing but “mother nature touches it” from source to bottle - TV, outdoor and sponsorship. 9 The Mission Marketing Group plc Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketing suite When you’re a housebuilder trying to sell new homes, making the right first impression really matters. From concept to completion, we designed and manufactured the ‘Pulse’ Marketing Suite for Fairview New Homes. Information on Kew Bridge West We established the identity and branding for this St James development close to Kew Bridge, positioning it as a prestigious development within easy reach of London’s West End, the River and extensive parkland. Designed to appeal to Far Eastern investors the marketing resulted in a highly successful sales tour of Hong Kong, Kuala Lumpur and Singapore. The Mission Marketing Group plc Annual Report 10 Summary Financial Review The Group’s financial objectives articulated at the time of the refinancing in April 2010 were to focus on our core business, to improve profitability through growth and cost reductions, and to pay down debt. The results for 2011 again demonstrate our continued progress: • Increased revenue, from winning new Clients, developing existing Clients, and expanding via new ventures, additional talent and strategic in-fill acquisitions; • Increased operating profits, from revenue growth and a reduction in central costs; • Reduced net debt, gearing ratio and debt leverage, from a focus on cash management. Trading, Statement of Income and Dividend Turnover (Billings) was significantly higher than the previous year, at £116.0m (2010: £90.4m), reflecting both the media launch of the 2011 Census (our largest ever project) and strong growth in media placement activity handled by ThinkBDW, our property-specialist Agency. Operating income (“revenue”) increased 15% to £41.5m (2010: £36.1m), mainly the result of strong growth in ThinkBDW and RLA (our automotive-specialist Agency), and also the first contribution from Robson Brown. As mentioned in the Chairman’s Statement, it was a good year for new business wins and Client retention. Net new business revenue gained in the year totalled £4.1m, up from £2.8m last year. The lower gross margin achieved in 2011 (36% vs 40% in 2010) reflects the higher proportion of media in the business mix (44% of turnover vs 37% in 2010) as illustrated by the segmental analysis in Note 2. Pre-exceptional operating profit increased by almost 20% to £5.8m (2010: £4.9m). Margins (operating profit as a percentage of gross profit) in each part of the business held up remarkably well considering the continuing downward pressure experienced by the industry as a whole and, after a further 12% year-on-year reduction in central costs, the Group’s operating margin increased by 0.5% to 14.1%, ahead of the industry average. The conversion of outstanding vendor debt to equity in June 2010 resulted in a reduction in both the level of debt on which interest was being paid and also the average interest rate. Strong cash management during the year further reduced levels of net debt, resulting in an overall 24% reduction in net interest payable to £1.6m (2010: £2.1m). After financing costs, pre-exceptional profit before tax increased by 50% to £4.2m (2010: £2.8m). After exceptional costs of £0.1m, representing the completion of restructuring commenced last year (2010: £1.2m relating to the bank refinancing, and redundancy and restructuring costs), profit before taxation was £4.1m (2010: £1.6m) and the profit after tax was £3.1m (2010: £0.9m). The headline diluted EPS was 4.2 pence (2010: 3.0 pence). In line with our continuing focus on debt reduction, the Board does not propose the payment of a dividend. Balance Sheet and Cash Flow The major restructuring of the balance sheet was completed last year and, accordingly, changes to our balance sheet have been less significant in 2011. However, predictions made in last year’s Financial Review about improvements in operating cash flows and reductions in gearing, working capital and leverage ratios have all been realised, resulting in a further strengthening of the balance sheet. Particularly pleasing was the strong cash management during the year, which resulted in a further £0.5m reduction in working capital despite the £26m increase in turnover. Cash flow from operating activities was £5.1m (2010; £1.6m), enabling the repayment of bank loans totalling £4.5m, including a voluntary prepayment of £1.5m to reduce interest costs, and a reduction in net debt to £15.3m (2010: £18.5m). As a result, our gearing ratio (net debt to equity) reduced from 34% to 26%. As predicted, our “leverage ratio” (ratio of net debt to pre-exceptional EBITDA) also reduced, from x3.3 at 31 December 2010 to x2.3 at 31 December 2011, and is expected to fall below x2 in the first half of 2012. 11 The Mission Marketing Group plc Annual Report At 31 December 2011, the Board undertook its annual assessment of the value of goodwill, explained further in Note 12, and concluded that no impairment in the carrying value was required. Capital expenditure, at £1.5m, was roughly double 2010 levels as a result of the relocation of our Bristol and London offices and the refurbishment of our Leicester office. In addition to the Group’s principal focus on organic growth, £0.2m was invested in three small but significant deals during the year, which bring strengths and opportunities to complement and enhance our existing Agencies and the services we provide to our Clients: • Creation of a new and very talented Healthcare Agency, Bray Leino Vivactis; • Purchase of a thriving social media unit, Yucca; and • Regional expansion by our specialist Automotive Agency, RLA. Each of these deals demonstrates that we are executing our strategy of seeking new ventures, additional talent and strategic acquisitions to accelerate growth, in a careful and selective way. Treasury Policy The Group’s operations are all based in the UK and substantially all the Group’s business is conducted in the UK. Of those Clients based outside the UK, the majority are based in the USA and virtually all invoicing is undertaken in sterling. The Group’s policy is not to use any financial instruments for speculating but to use hedging of interest rates and currencies selectively and only where considered cost-effective. Interest rate hedges entered into in prior years, in a much higher interest rate era, expired in 2011 and have not yet been replaced. The Board will re-assess the appropriateness of replacement hedges in the light of pricing from time to time. Where turnover is in foreign currencies, natural hedges are used where possible, matching revenues and costs in the same currency. Where this is not possible, appropriate currency hedging is considered. The Group operates a virtual cash pooling arrangement where the cash balances of all the Group agencies are pooled to offset any overdrafts and give the maximum net balance to invest. The maximum amount of this net cash balance not needed for operational cash flow is placed on short term deposit. Taxation The Group’s effective tax rate was 25.0% (2010: 42.1%). The Group’s effective tax rate is normally above the statutory rate due to non-deductible staff and client-related expenditure but, in 2011, the Group benefited from the release of over-provisions made in prior years. Key Performance Indicators The Group manages its internal operational performance by monitoring various key performance indicators (“KPIs’’). The KPIs are tailored to the level at which they are used and their purpose. The Group’s current KPIs, which are quantified and commented on above, are: operating income, which the Group aims to increase year-on-year both via increased business from existing Clients and from new business wins; operating profit margins, where the Group aims to achieve levels at least in line with industry averages; and the ratio of net debt to EBITDA, which the Group is aiming to reduce below x2. At the individual Agency level, the Group’s KPIs comprise revenue and profitability measures, predominantly the achievement of annual budget. More detailed KPIs are applied within individual Agencies. Peter Fitzwilliam Finance Director 27 March 2012 The Mission Marketing Group plc Annual Report 12 Board of Directors David Morgan Executive Chairman David founded Bray Leino, the Group’s largest agency, in 1974 and was its CEO until 2008. He became Non-Executive Chairman of Bray Leino in 2008 and was appointed Chairman of the missiontm in April 2010. Before founding Bray Leino he worked in a number of London advertising agencies including Dorlands. Christopher Morris Non-Executive Deputy Chairman Chris adds further operational experience to the Board as a founder partner of Big Communications Group, bought by the missiontm in 2005 prior to its AIM listing in 2006. Chris has gained 30 years’ industry knowledge having previously been Managing Director of Cogent Elliott, one of the UK’s top three regional advertising agencies. Chris was appointed to the Board in December 2009. Stephen Boyd Senior Independent Non-Executive Director Stephen is currently Chairman of three AIM-listed companies, Pittards plc, Pure Wafer plc and Swallowfield plc, in addition to holding a number of other Board positions. Stephen has a broad and extensive base of experience in the UK, Europe, USA and overseas and brings additional depth in corporate finance. Stephen was appointed to the Board in December 2009. Dylan Bogg Executive Director Dylan is Chief Executive of Big Communications and was one of the founding partners of the Agency. He had built a successful business by the age of 24 and this was used as the bedrock for the launch of Big Communications in 1996. Formerly Executive Creative Director of the Big Communications Group, he still oversees all creative output. Dylan was appointed to the Board in April 2010. Robert Day Executive Director Robert is Chief Executive of ThinkBDW, a company he founded as Robert Day Associates in 1987 at the age of 22. Re-branded ThinkBDW in 2004, Robert has led the company to its position as the leading property marketing specialist in the UK. The business was acquired by the missiontm in March 2007 and Robert joined the Board in April 2010. Peter Fitzwillam Finance Director Peter is a Chartered Accountant and has over 25 years of financial and management advisory experience in both private and quoted companies across a range of industry sectors. He was Finance Director of Business Post Group plc (now UK Mail Group plc) from 1999 to 2006 and helped take it into the FTSE 250. Peter supported the missiontm through its refinancing in April 2010 and was appointed to the Board in September 2010. Christopher Goodwin Executive Director Chris is Chief Executive of RLA and has over 24 years in the automotive industry at Firestone and then Federal-Mogul, with varied experience in sales, marketing and general management roles, both at regional and global levels. In 2008 he crossed over from the Client side to focus on strategic business development within Bray Leino. He was appointed to the Board on 27 April 2011. Bruce Hutton Executive Director Bruce is Chief Executive of Bray Leino, which he joined in 1997 after initially working in financial services and then qualitative research. In 2002 Bruce was appointed to the management team, responsible for new business and the inter-group cross fertilisation of Clients and services. After leading the business through a reorganisation in 2004, Bruce was appointed Managing Director of the Agency and digital business. Then in 2008 he was appointed to the newly created role of Group Chief Executive, which also included responsibility for the PR, Events and Training divisions. He was appointed to the Board in April 2010. Fiona Shepherd Executive Director Fiona is Chief Executive of April-Six and has worked in the technology industry for over 20 years, holding both Client and Agency positions and working with some of the world’s largest technology brands. Fiona was a founder partner of April-Six in 2000, founded on a passion for technology and a strong belief in customer centricity. Fiona joined the Board in April 2010. 13 The Mission Marketing Group plc Annual Report Report of the Directors for the year ended 31 December 2011 The Directors have pleasure in presenting their report and the financial statements of The Mission Marketing Group plc (“the missiontm”) for the year ended 31 December 2011. Principal Activities The principal activities of the Group throughout the year continued to be marketing services, providing national and international Clients with award winning marketing, advertising and business communications. Business Review The Agencies comprising the missiontm provide marketing communications and advertising services to local, national and international businesses. A review of the business and future developments is provided in the Chairman’s Statement and the Financial Review, which form part of this Report of the Directors. Information concerning Key Performance Indicators is included within the Financial Review, and the Group’s principal risks and uncertainties are discussed under Risk Management below. Dividends In line with the continuing focus on cash retention, the Board does not propose payment of a dividend. Directors The following Directors held office during the year; Dylan Bogg Stephen Boyd Brian Child Robert Day Peter Fitzwilliam Christopher Goodwin Bruce Hutton David Morgan Christopher Morris Fiona Shepherd resigned 30 September 2011 appointed 27 April 2011 The Mission Marketing Group plc Annual Report 14 Directors’ Interests in Shares and Options The interests of the Directors and their families in the ordinary shares of 10p each of the Company were as follows: Dylan Bogg Stephen Boyd Robert Day Peter Fitzwilliam Christopher Goodwin Bruce Hutton David Morgan Christopher Morris Fiona Shepherd 31 December 2011 31 December 2010 or on appointment 1,167,373 300,768 5,574,929 432,181 172,485 1,699,713 5,844,150 874,909 1,216,123 883,453 230,768 6,305,603 287,181 - 1,215,459 5,844,150 767,409 1,216,123 The following unexercised options over shares were held by Directors: Directors 1 January 2011 (or on appointment) Granted 31 December 2011 Date from which exercisable Expiry date Dylan Bogg 90,000* - 90,000 July 2013 July 2019 - 60,000 60,000 July 2014 July 2021 Robert Day 60,000 - 60,000 July 2013 July 2020 Peter Fitzwilliam Christopher Goodwin - - - 157,000 157,000 July 2014 July 2021 50,000 50,000 July 2014 July 2021 20,000 20,000 July 2014 July 2021 Bruce Hutton 170,000* 53,000 - - 170,000 July 2013 July 2019 53,000 July 2013 July 2020 - 200,000 200,000 July 2014 July 2021 Christopher Morris 55,000* - 55,000 July 2013 July 2019 David Morgan - - 28,000 28,000 July 2014 July 2021 50,000 50,000 July 2014 July 2021 Fiona Shepherd 21,000 - 21,000 July 2013 July 2020 - 40,000 40,000 July 2014 July 2021 All share options in existence at 31 December 2011 are nil-cost options granted under the Company’s Long Term Incentive Plan. * The vesting conditions applying to options granted in 2009 were simplified to make them solely dependent upon the achievement of profit targets over the three year period ending 31 December 2012, consistent with options granted in 2010. Options granted in 2011 are solely dependent upon the achievement of profit targets over the three year period ending 31 December 2013. 15 The Mission Marketing Group plc Annual Report Substantial Shareholdings Other than the Directors’ interests disclosed above, as at 27 March 2012, notification had been received of the following interests in 3% or more of in the issued share capital of the Company: Nicholas Bacon Share Capital Number of shares 2,449,648 % 3.38 The issued share capital of the Company at the date of this report is 72,460,444 Ordinary shares. The total number of voting rights in the Company is 72,460,444. No shares were either issued or purchased by the Company in the year. Directors’ Responsibilities The Directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable law and International Financial Reporting Standards as adopted by the European Union, and the Company financial statements in accordance with applicable law and United Kingdom accounting standards (United Kingdom Generally Accepted Accounting Practice). International Accounting Standard 1 requires that financial statements present fairly for each financial period the Group’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s “Framework for the Preparation and Presentation of Financial Statements”. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards. A fair presentation also requires the Directors to: - consistently select and apply appropriate accounting policies; - present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and - provide additional disclosures when compliance with specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance. Company law requires the Directors to prepare Group and Company financial statements for each financial year. The Directors must not approve the financial statements unless they are satisfied they give a true and fair view of the state of affairs of the Group and Company and the profit or loss of the Group for that period. In preparing the financial statements of the Company under UK GAAP, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Corporate Governance The Directors provide a separate Corporate Governance Report, which forms part of this Report of the Directors. The Mission Marketing Group plc Annual Report 16 Risk Management As part of its risk management strategy, the Board has a formal process of delegated authorities throughout the Group and specific risks are reviewed at Board meetings. The Group sets, and keeps under review, key performance indicators to monitor the past and future performance of the Group and each operating unit. The Group’s principal operating risks and uncertainties are associated with the health of the UK economy and the retention of key customers and staff. The fragile condition of the UK economy is well pubilcised; there is a risk that a further downturn will have an adverse effect on the Group’s performance in the future. The Group makes efforts to mitigate any adverse impact through strenuous new business activity and by reducing overheads wherever possible, always recognising that there is a level below which overheads cannot be reduced without customer service being affected. The risk of customer loss is mitigated by the efforts of dedicated Client teams and also the Group’s broad spread of Clients, which limits its exposure to any individual Client. In common with all service businesses, the Group is reliant on the quality of its staff. Strenuous efforts are made to provide a rewarding work environment and remuneration package to retain and motivate key individuals. The system of financial rewards is reviewed regularly by the Board. Details of specific financial risk management objectives and policies of the Group are set out in notes 1, 15 and 27 to the financial statements. The exposure of the Group to credit risk, liquidity risk, interest rate risk and cash flow risk is also detailed in these notes, unless insignificant. The Environment The business of the Group is delivering marketing and advertising related services to Clients. The direct and indirect impact of these services on the environment is negligible and considered low risk, however we continue to take action to reduce our environmental impact where viable. Directors’ Indemnity Insurance As permitted by Section 233 of the Companies Act 2006, the Company has purchased insurance cover on behalf of the Directors, indemnifying them against certain liabilities which may be incurred by them in relation to the Company. Post Balance Sheet Events There were no material post balance sheet events. Policy on Payments to Creditors The Group does not have a standard code for dealing specifically with the payment of creditors. The Group negotiates payment terms with its suppliers on an individual basis and settles its accounts in accordance with those terms. Trade creditors at the year end represented 37 days purchases (2010: 37 days). Employee Policies It is the Group’s policy not to discriminate between employees or potential employees on any grounds. The Group is committed to full and fair consideration of all applications. Selection of employees for recruitment, training, development and promotion are based on their skills, abilities, and relevant requirements for the job. The Group places considerable value on the involvement of its employees and has continued its previous practice of keeping them informed on matters affecting them as employees and on various factors affecting the performance of the Group. Employees are consulted regularly on a wide range of matters affecting their current and future interests. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes and abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure their employment with the Group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. 17 The Mission Marketing Group plc Annual Report Political and Charitable Donations During the year the Group made charitable donations of £10,744 (2010: £16,369) to help support local worthy causes, along with other regional and national charities. Various parts of the Group have also lent their professional marketing expertise free of charge during the year to help charities raise their profile. The Group did not make any political donations during the year. Auditors As part of the Board’s policy of periodically reviewing the quality and cost-effectiveness of its audit services, it appointed Francis Clark LLP, a regional firm of accountants based in the South West, as the Group’s auditors during the year to succeed Kingston Smith LLP. The partners and staff at Francis Clark LLP, many of whom are ex-Big 4, have demonstrated a strong understanding of our sector and have indicated their willingness to continue in office. In accordance with the provisions of the Companies Act 2006, it is proposed that they be appointed auditors to the Group for the ensuing year. Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Group’s auditors are unaware. The Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Group’s auditors are aware of that information. Going Concern The Directors have considered the financial projections for the Group, including cash flow forecasts, the availability of committed bank facilities and the headroom against covenant tests for the coming 12 months. They are satisfied that it is appropriate to adopt the financial statements on the basis that the Company and Group have adequate resources for the foreseeable future. Therefore the Company and the Group continue to adopt the going concern basis in preparing the financial statements. Annual General Meeting A notice convening the Annual General Meeting to be held on Monday 18 June 2012 at 12 noon is enclosed with this report. On behalf of the Board Peter Fitzwilliam Finance Director 27 March 2012 The Mission Marketing Group plc Annual Report 18 Corporate Governance The Board of The Mission Marketing Group plc is collectively accountable to the Company’s shareholders for good corporate governance. As an AIM-listed company, the missiontm is not required to comply with the UK Corporate Governance Code (June 2010) (the “Code”) but complies as far as is practicable and appropriate for a public company of its size and nature. Board of Directors At 31 December 2011, the Board consisted of an Executive Chairman, six Executive Directors and two Non-Executive Directors. Following the refinancing completed in April 2010 and the resultant transition to an operator-led focus, with the emphasis on organic growth and cost reductions, the Board considered it appropriate to appoint the CEOs of each of the Group’s principal Agencies, most of whom are the original founders of those Agencies, to the Board and to elect David Morgan, the founder of the Group’s largest agency, as Executive Chairman. The Directors have re-considered the structure of the Board and believe the structure established in 2010 remains appropriate. David Morgan is well regarded both within the missiontm and within the industry and the Board continues to believe that, although combining the roles of Chairman and Chief Executive does not meet “best practice” under the Code, his role as Executive Chairman remains appropriate for the circumstances and that introducing a separate Chief Executive would disturb the balance of an entrepreneurial Board, still largely comprising original Vendors. Stephen Boyd and Christopher Morris are Non-Executive Directors and, although Chris provides some consulting services to the Group, which are not significant in financial value, both are considered to be independent of management by virtue of their attitude. The Directors are collectively responsible for the strategic direction, investment decisions and effective control of the Group. There is a schedule of matters reserved for Board approval which includes, amongst other things, approval of the Group’s annual budget, acquisition of new subsidiaries, property leases, significant acquisitions or disposals of fixed assets, and material Client contracts. The Board meets in person at least six times each year and has regular telephonic and electronic contact in between meetings. The Board is satisfied that it receives information of a quality and to a timetable that permits it to discharge its duties. All Directors are subject to election by Shareholders at the first opportunity after their appointment. They are required to retire every three years and may seek re-appointment. The Board has established three committees to deal with specific aspects of the Group’s affairs. Audit Committee The Audit Committee consists of the two independent Non-Executive Directors, with Stephen Boyd as Chairman. The Committee considers matters relating to the reporting of results, financial controls, and the cost and effectiveness of the audit process. It aims to meet at least twice a year with the Group’s external auditors in attendance. Other Directors attend as required. The terms of reference of the Committee are available on request. The Audit Committee is satisfied that the Group’s auditors, Kingston Smith LLP during 2010 and for part of 2011, and Francis Clark LLP following their appointment, have been objective and independent of the Group. The Group’s auditors performed non-audit services for the Group as outlined in Note 7 but the Audit Committee is satisfied that their objectivity and independence was not impaired by such work. 19 The Mission Marketing Group plc Annual Report Remuneration Committee The Remuneration Committee consists of the two independent Non-Executive Directors, with Stephen Boyd as Chairman. The Committee determines the remuneration of the Executive Directors and makes recommendations to the Board with regard to remuneration policy and related matters. The Board maintains a policy of providing executive remuneration packages that will attract, motivate and retain Directors of the calibre necessary to deliver the Group’s growth strategy and to reward them for enhancing shareholder value. The Executive Directors’ remuneration packages consist of three elements: • basic salary and benefit package • performance related bonus – the Group operates a performance-related bonus scheme, related to the delivery of profit targets • share option incentives – details of share options granted to the Executive Directors at the discretion of the Remuneration Committee are shown in the Directors’ report. Since Peter Fitzwilliam’s services as Chief Financial Officer are provided via VPF London Ltd, he is not eligible for benefits, however as a director he is eligible for share option incentives and VPF London may receive performance-related bonuses. The Remuneration Committee reviews the components of each Executive Director’s remuneration package annually. The remuneration and terms and conditions of appointment of the Non-Executive Directors are determined by the Board. No Director is involved in setting his or her own remuneration. The Remuneration Committee meets as and when required. The terms of reference of the Committee are available on request. Nomination Committee The Nomination Committee consists of the Group’s Executive Chairman, David Morgan, as the Committee Chairman, and the two Non-Executive Directors. The Committee is responsible for reviewing and making proposals to the Board on the appointment of Directors and meets as necessary. The terms of reference of the Committee are available on request. Summary of Directors’ Attendance Board meetings Remuneration Committee Audit Committee Nomination Committee Entitled to attend Attended Entitled to attend Attended Entitled to attend Attended Entitled to attend Attended 11 11 8 11 11 7 11 11 11 11 10 11 7 10 11 7 9 10 11 7 n/a n/a n/a n/a n/a n/a 3 3 n/a n/a n/a n/a n/a n/a n/a 3 3 n/a n/a n/a n/a n/a n/a n/a 3 1 n/a n/a n/a n/a n/a 2 n/a 3 1 n/a n/a n/a n/a n/a 2 n/a 1 1 n/a n/a n/a n/a 1 n/a n/a 1 1 n/a n/a n/a n/a 1 n/a n/a Dylan Bogg Stephen Boyd Brian Child Robert Day Peter Fitzwilliam Chris Goodwin Bruce Hutton David Morgan Chris Morris Fiona Shepherd The Mission Marketing Group plc Annual Report 20 Shareholder Communications The Group believes in good communication with shareholders. The Board encourages shareholders to attend its Annual General Meeting. The Chairman and the Finance Director meet analysts and institutional shareholders periodically in order to ensure that the strategy and performance of the Group are clearly understood, and they provide the first point of contact for any queries raised by shareholders. In the event that these Directors fail to resolve any queries, or where a Non-Executive Director is more appropriate, the Senior Independent Director, Stephen Boyd, is available to meet shareholders. Internal Financial Control The Board is responsible for ensuring that the Group maintains a system of internal financial controls. The objective of the system is to safeguard Group assets, ensure proper accounting records are maintained and that the financial information used within the business and for publication is timely and reliable. Any such system can only provide reasonable, but not absolute, assurance against material loss or misstatement. The Board does not consider it would be appropriate to have its own internal audit function at the present time, given the Group’s size and the nature of its business. At present the internal audit of internal financial controls forms part of the responsibilities of the Group’s finance function. All the day to day operational decisions are taken initially by the Executive Directors, in accordance with the Group’s strategy. The Executive Directors are also responsible for initiating commercial transactions and approving payments, save for those relating to their own employment. The key internal controls include the specific levels of delegated authority and the segregation of duties; the prior approval of all acquisitions; the review of pertinent commercial, financial and other information by the Board on a regular basis; the prior approval of all significant strategic decisions; and maintaining a formal strategy for business activities. On behalf of the board Peter Fitzwilliam Finance Director 27 March 2012 21 The Mission Marketing Group plc Annual Report Independent Auditors’ Report to the Members of The Mission Marketing Group plc We have audited the financial statements of The Mission Marketing Group plc for the year ended 31 December 2011 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the Company’s members those matters which we are required to include in an auditors’ report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the Company and Company’s members as a body, for our work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement set out on page 16 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the Group financial statements: • give a true and fair view of the state of the Group’s affairs as at 31 December 2011 and of its profit for the year then ended; • have been properly prepared in accordance with IFRSs as adopted by the European Union; and • have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the consolidated financial statements are prepared is consistent with the consolidated financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Other matter We have reported separately on the parent company financial statements of The Mission Marketing Group plc for the year ended 31 December 2011. Christopher Hicks BA FCA (Senior Statutory Auditor) For and on behalf of Francis Clark LLP Chartered Accountants and Statutory Auditors Sigma House, Oak View Close, Edginswell, Torquay TQ2 7FF 27 March 2012 The Mission Marketing Group plc Annual Report 22 Consolidated Statement of Comprehensive Income For the year ended 31 December 2011 TURNOVER Cost of sales OPERATING INCOME Operating expenses before exceptional items OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS Exceptional items OPERATING PROFIT Investment income Finance costs IFRS interest charges PROFIT BEFORE TAXATION Taxation PROFIT FOR THE YEAR Other comprehensive income TOTAL COMPREHENSIVE INCOME FOR THE YEAR Basic earnings per share (pence) Diluted earnings per share (pence) Headline basic earnings per share (pence) Headline diluted earnings per share (pence) Year to 31 December 2011 Year to 31 December 2010 Note £’000 £’000 2 2 4 5 6 6 7 9 11 11 11 11 116,044 (74,577) 41,467 (35,619) 5,848 (100) 5,748 5 (1,641) - 4,112 (1,026) 3,086 - 3,086 4.35 4.10 4.45 4.20 90,364 (54,292) 36,072 (31,155) 4,917 (1,154) 3,763 6 (2,147) (5) 1,617 (680) 937 - 937 1.67 1.59 3.16 3.00 The earnings per share figures derive from continuing and total operations. 23 The Mission Marketing Group plc Annual Report Consolidated Balance Sheet As at 31 December 2011 FIXED ASSETS Intangible assets Property, plant and equipment CURRENT ASSETS Stock and work in progress Trade and other receivables Cash and short term deposits CURRENT LIABILITIES Trade and other payables Accruals Corporation tax payable Bank loans NET CURRENT (LIABILITIES)/ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES NON CURRENT LIABILITIES Bank loans Obligations under finance leases Deferred tax liabilities NET ASSETS CAPITAL AND RESERVES Called up share capital Share premium account Own shares Staff remuneration reserve Retained earnings TOTAL EQUITY Note 12 14 15 16 17 18 18 19 20 2 22 23 24 As at 31 December 2011 As at 31 December 2010 £’000 68,443 2,685 71,128 626 20,844 315 21,785 (10,378) (8,117) (820) (4,000) (23,315) (1,530) £’000 68,261 1,972 70,233 489 22,297 1,438 24,224 (8,687) (10,726) (342) (3,000) (22,755) 1,469 69,598 71,702 (11,641) (40) (1) (11,682) 57,916 7,246 39,542 (1,234) 263 12,099 57,916 (16,903) (96) (2) (17,001) 54,701 7,246 39,542 (1,259) 134 9,038 54,701 The financial statements were approved and authorised for issue on 27 March 2012 by the Board of Directors. They were signed on its behalf by: Peter Fitzwilliam Director Company registration number: 05733632 The Mission Marketing Group plc Annual Report 24 Consolidated Cash Flow Statement for the year ended 31 December 2011 OPERATING CASH FLOWS Net finance costs Tax paid Net cash inflow from operating activities INVESTING ACTIVITIES Proceeds on disposal of property, plant and equipment Purchase of property, plant and equipment Acquisition of subsidiaries Acquisition of intangibles Net cash outflow from investing activities FINANCING ACTIVITIES Repayments of acquisition liabilities Movement in finance leases Repayment of long term bank loans Proceeds on issue of ordinary share capital Financing and share issue costs Net cash (outflow)/inflow from financing activities (Decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Consolidated Statement of Changes in Equity Year ended 31 December 2011 Note 26 Year to 31 December 2011 Year to 31 December 2010 £’000 7,193 (1,566) (496) 5,131 69 (1,552) - (190) (1,673) - (68) (4,513) - - (4,581) (1,123) 1,438 315 £’000 5,438 (2,583) (1,229) 1,626 16 (664) (52) - (700) (945) (69) (12) 1,279 (22) 231 1,157 281 1,438 Share capital £’000 Share premium £’000 Own shares £’000 Staff remuneration reserve £’000 Retained earnings £’000 Total £’000 Changes in equity At 1 January 2010 New shares issued Credit for share option scheme Shares awarded to employees from own shares Total Comprehensive Income for the year 3,959 38,578 (1,398) 3,287 - 964 - - - - - - - 139 - At 31 December 2010 7,246 39,542 (1,259) Credit for share option scheme Shares awarded to employees from own shares Total Comprehensive Income for the year - - - - - - - 25 - 60 - 74 - - 134 129 - - 8,220 49,419 - - 4,251 74 (119) 20 937 937 9,038 54,701 - 129 (25) - 3,086 3,086 At 31 December 2011 7,246 39,542 (1,234) 263 12,099 57,916 25 The Mission Marketing Group plc Annual Report Notes to the Consolidated Financial Statements 1. Accounting Policies Basis of preparation The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union. The financial statements have been prepared on the historical cost basis. Going concern The Group’s available banking facilities provide comfortable levels of headroom against the Group’s projected cash flows and the Directors accordingly consider that it is appropriate to continue to adopt the going concern basis in preparing these financial statements. Basis of consolidation The Group’s financial statements consolidate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating polices of an investee entity so as to obtain benefits from its activities. On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Goodwill represents the excess of acquisition cost over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Any deficiency of the cost of acquisition below the fair value of the identifiable net assets acquired (i.e. discount on acquisition) is credited to profit or loss in the period of acquisition. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Revenue and revenue recognition Turnover is in respect of the provision of services including fees, commissions, rechargeable expenses and sales of materials performed subject to specific contracts. Where recorded turnover exceeds amounts invoiced to Clients, the excess is classified as accrued income. Income is taken on fee income in the period to which it relates. Project income is recognised in the period in which the project is worked on. For projects which straddle the accounting year end, income is recognised to reflect the partial performance of the contractual obligations in accordance with IAS 18 Revenue. Income is recognised on the following basis: • Retainer fees are apportioned over the time period to which they relate. • Project income is recognised by apportioning the fees billed or billable to the time period for which those fees were earned by relationship to the percentage of completeness of the project to which they relate. • Media commission is recognised when the advertising has been satisfactorily aired or placed. • Unbilled costs relating to contracts for services are included at rechargeable value in accrued income. • Financial liabilities are released to income when the liability is extinguished. The Mission Marketing Group plc Annual Report 26 Share-based payment transactions The Group has applied the requirements of IFRS 2 Share-based Payments. IFRS 2 has been applied to all grants of equity instruments. Equity-settled share-based payments, such as share options, are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the number of shares that will eventually vest. Fair value is measured by use of a Black Scholes model on the grounds that there are no market related vesting conditions. The expected life used in the model has been adjusted, based on the management‘s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Market price on any given day is obtained from external publicly available sources. Pension costs Retirement benefits to employees are provided by defined contribution schemes that are funded by the Group and employees. Payments are made to pension trusts that are financially separate from the Group. Foreign currencies Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are reflected in the profit or loss accordingly. Goodwill and other intangible assets Goodwill arising from the purchase of subsidiary undertakings represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary acquired, and is capitalised in accordance with the requirements of IFRS 3. Future anticipated payments to vendors in respect of earn-outs are based on the Directors’ best estimates of these obligations. Earn–outs are dependent on the future performance of the relevant business and are reviewed annually. The deferred consideration is discounted to its fair value in accordance with IFRS 3 and IAS 39. The difference between the fair value of these liabilities and the actual amounts payable are charged to profit or loss as notional finance costs over the life of the associated liability. Goodwill is not amortised, but is reviewed annually for impairment. Goodwill impairment is assessed by comparing the carrying value of goodwill for each cash-generating unit to the future cash flows, discounted to their net present value using an appropriate discount rate, derived from the relevant underlying assets. Where the net present value of future cash flows is below the carrying value of goodwill, an impairment adjustment is recognised in profit or loss and is not subsequently reversed. Other intangible assets purchased separately, or separately identified as part of an acquisition, are amortised over periods of between 5 and 20 years. 27 The Mission Marketing Group plc Annual Report Property, plant and equipment Tangible fixed assets are stated at cost less accumulated depreciation. Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset evenly over its expected useful economic life, as follows: Short leasehold property Motor vehicles Fixtures, fittings and office equipment Computer equipment Period of the lease 25% per annum 10-33% per annum 25-33% per annum Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. Stock and work in progress Stock and work in progress is stated at the lower of cost and net realisable value and includes the costs of direct materials and purchases, and the costs of direct labour. Net realisable value is based on estimated invoice value less further costs expected to be incurred to completion. Deferred taxation Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred consideration The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash, shares or other security at a future date, depends on uncertain future events, such as the future performance of the acquired company. Where it is not possible to estimate the amounts payable with any degree of certainty, the amounts recognised in the financial statements represent a reasonable estimate at the balance sheet date of the amounts expected to be paid. The deferred consideration is discounted to a fair value. The difference between the fair value of the liabilities and the actual amounts payable are charged to the profit or loss as notional finance costs (calculated at annual rates of between 4.5% and 5.5%) over the life of the associated liability. The rate used is the risk free rate applicable at the time of acquisition of the relevant entity. The Mission Marketing Group plc Annual Report 28 Where it becomes appropriate to increase or decrease a previous estimate of deferred consideration, an adjustment is made to the current year IFRS interest charge, such that the cumulative interest charged to the date of change reflects the amount of interest charge that would have been expensed had the revised estimate of the deferred consideration been made at the date that the liability was first recognised. By so doing, the total interest expensed over the life of the liability is calculated as a function of the latest expectation and is not influenced by any previous estimates whether higher or lower, and fully reflects the intention of IFRS 3. Financial instruments Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Issue costs are offset against the proceeds of such instruments. Liabilities and equity Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The Group has only one class of share in existence. Finance costs Finance costs, which include interest, bank charges and the unwinding of the discount on deferred consideration, are recognised in profit or loss in the year in which they are incurred. Bank debt renegotiation fees are amortised over the life of the loan facility. Accounting estimates and judgements The Group makes estimates and judgements concerning the future and the resulting estimates may, by definition, vary from the actual results. The Directors considered the critical accounting estimates and judgements used in the financial statements and concluded that the main areas of judgement are: • Valuation of goodwill; and • Revenue recognition policies in respect of contracts which straddle the year end. The valuation of goodwill is based on estimates of future cash flows derived from the financial projections of each cash-generating unit over an initial three year period and assumptions about growth thereafter, discussed in more detail in note 12. Revenue is recognised based on an estimate of the stage of completion of contracts which straddle the year end, typically derived from the amount of time so far committed to those contracts in relation to the total estimated time to complete them. New standards, interpretations and amendments to existing standards There are no material impacts arising from standards and interpretations applicable for the first time to these financial statements, as detailed in the prior year financial statements. The following IFRS and IFRIC Interpretations have been issued but have not been applied by the Group in preparing these financial statements as they are not as yet effective. The Group intends to adopt these Standards and Interpretations when they become effective, rather than adopt them early. None of these Standards and Interpretations are anticipated to have a significant impact on the Group. • • • • • IFRS 9, ‘Financial instruments’, effective 1 January 2013 IFRS 10, ‘Consolidated financial statements’ effective 1 January 2013 IFRS 11, ‘Joint arrangements’ effective 1 January 2013 IFRS 12, ‘Disclosure of interests in other entities’ effective 1 January 2013 IFRS 13, ‘Fair value measurement’ effective 1 January 2013 The above standards have not yet been adopted by the European Union and therefore do not form part of IFRS as adopted by the European Union. A number of revised IFRSs and amendments to IFRSs are also currently in issue which are not relevant for the Group’s activities and which have not therefore been adopted in preparing these financial statements. 29 The Mission Marketing Group plc Annual Report   2. Segmental Information Business Segmentation For management purposes the Group had seven operating subsidiaries during the period: April-Six Limited, Big Communications Limited, Bray Leino Limited, Fuse Digital Limited, RLA Group Limited, Story UK Limited and ThinkBDW Limited, each of which carries out a range of activities. These activities have been divided into four business and operating segments as defined by IFRS 8 which form the basis of the Group’s primary reporting segments, namely: Branding, Advertising and Digital; Media; Events and Learning; and Public Relations. Year to 31 December 2011 £’000 £’000 £’000 £’000 £’000 Branding, Advertising & Digital Media Events & Learning Public Relations Group Turnover Operating income Segmental operating profit Unallocated corporate expenses Operating profit before exceptional items Other exceptional costs Operating profit Investment income Finance costs IFRS interest charges Profit on ordinary activities before taxation Taxation Profit for period Other Information Capital expenditure Unallocated capital expenditure Total capital expenditure Depreciation and amortisation Unallocated depreciation and amortisation Total depreciation and amortisation Balance Sheet Assets Segment assets Unallocated corporate assets Consolidated total assets Liabilities Segment Liabilities Unallocated corporate liabilities Consolidated total liabilities 50,150 30,767 5,027 51,335 4,559 1,593 11,890 4,045 302 2,669 2,096 12 1,267 61 103 121 570 48 84 46 21,223 5,700 866 401 10,201 5,484 334 145 116,044 41,467 6,934 (1,086) 5,848 (100) 5,748 5 (1,641) - 4,112 (1,026) 3,086 1,552 - 1,552 748 14 762 28,190 64,723 92,913 16,164 18,833 34,997 Consolidated net assets 11,022 216 532 256 57,916 Unallocated corporate expenses include corporate administration expenses necessary for a quoted company. It is considered impractical to split the debt interest into segments. The Mission Marketing Group plc Annual Report 30 The split of assets and liabilities has been estimated, as the businesses are integrated. Unallocated corporate assets and liabilities include unallocated IFRS assets and liabilities, corporate assets and liabilities, Group cash reserves and drawn debt liabilities. Branding, Advertising & Digital Media Events & Learning Public Relations Group Year to 31 December 2010 Turnover Operating income Segmental operating profit Unallocated corporate expenses Operating profit before exceptional items Other exceptional costs Operating profit Investment income Finance costs IFRS interest charges Profit on ordinary activities before taxation Taxation Profit for period Other Information Capital expenditure Unallocated capital expenditure Total capital expenditure Depreciation and amortisation Unallocated depreciation and amortisation Total depreciation and amortisation Balance Sheet Assets Segment assets Unallocated corporate assets Consolidated total assets Liabilities Segment Liabilities Unallocated corporate liabilities Consolidated total liabilities £’000 44,163 26,916 4,820 £’000 33,565 3,434 1,035 £’000 10,025 3,799 199 £’000 2,611 1,923 91 465 47 127 24 516 44 97 45 19,705 6,134 1,001 423 13,521 5,996 781 332 £’000 90,364 36,072 6,145 (1,228) 4,917 (1,154) 3,763 6 (2,147) (5) 1,617 (680) 937 663 1 664 702 23 725 27,263 67,194 94,457 20,630 19,126 39,756 Consolidated net assets 6,184 138 220 91 54,701 Geographical Segmentation The Group’s operations are all based in the UK and substantially all the Group’s business is executed in the UK. 31 The Mission Marketing Group plc Annual Report 3. Reconciliation of Headline Profit to Reported Profit Headline profit before finance costs, income from investments and taxation Net finance costs Headline profit before taxation Adjustments Exceptional items IFRS interest charges Reported profit before taxation Headline profit before taxation Headline taxation Headline profit after taxation Adjustments Other exceptional costs IFRS interest charges Taxation impact Reported profit after taxation Year to 31 December 2011 Year to 31 December 2010 £’000 5,848 (1,636) 4,212 (100) - 4,112 4,212 (1,053) 3,159 (100) - 27 3,086 £’000 4,917 (2,141) 2,776 (1,154) (5) 1,617 2,776 (1,003) 1,773 (1,154) (5) 323 937 The IFRS interest charges relate to both the deferred consideration and the bank arrangement fees. In previous years, headline profit was after adjusting for non-exceptional redundancy costs. In 2011, profits have only been adjusted for exceptional items and the prior year has been adjusted accordingly. 4. Exceptional items Bank refinancing costs Restructuring costs Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 - 100 100 470 684 1,154 Exceptional items represent revenue or costs that, either by their size or nature, require separate disclosure in order to give a fuller understanding of the Group’s financial performance. Exceptional items in 2011 consist of restructuring costs. Exceptional items in 2010 comprise professional fees relating to the re-structuring and re-scheduling of bank facilities and outstanding acquisition obligations, including the equity conversion and placing of new shares, and amounts payable as a result of the restructuring of the Board and the exit of vendor management following refinancing. The Mission Marketing Group plc Annual Report 32 5. Investment Income Interest on bank deposits 6. Finance Costs and IFRS Interest Charges Finance costs: Interest on bank loans and overdrafts Interest on loan notes Amortisation of bank debt renegotiation fees IFRS interest charges: Finance cost of deferred consideration 7. Profit on Ordinary Activities before Tax Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 5 6 Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 (1,182) - (459) (1,641) (1,508) (306) (333) (2,147) - (5) Profit on ordinary activities before taxation is stated after charging/(crediting): Depreciation of owned tangible fixed assets Depreciation of tangible fixed assets held under finance leases Amortisation of intangible assets Loss/(profit) on disposal of property, plant and equipment Operating lease rentals – Land and buildings Operating lease rentals – Plant and equipment Operating lease rentals – Other assets Staff costs (see note 8) Auditors’ remuneration (Profit)/loss on foreign exchange Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 693 61 8 16 1,125 299 166 26,278 164 (7) 657 64 4 (14) 981 338 89 24,051 163 115 33 The Mission Marketing Group plc Annual Report Auditors’ remuneration may be analysed by: Audit Taxation Corporate Finance Other services Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 99 19 38 8 164 120 20 - 23 163 Other services include review of the Group’s Interim Report, accounting advice on various International Financial Reporting Standards and advice in relation to business issues. Figures for 2011 relate predominantly to Francis Clark LLP and for 2010 relate to Kingston Smith LLP. 8. Employee Information The number of Directors and staff employed by the Group during the year, analysed by segment, was as follows: Branding, Advertising & Digital Media Events and Learning Public Relations Central The aggregate employee costs of these persons were as follows: Wages and salaries Social security costs Pension costs Share based payment expense Payments for loss of office Year to 31 December 2011 Number Year to 31 December 2010 Number 475 40 111 37 3 666 409 29 107 35 3 583 Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 22,896 2,500 753 129 - 26,278 20,468 2,150 618 94 721 24,051 The Mission Marketing Group plc Annual Report 34 Directors’ Remuneration Included in the above are the following amounts (in £) paid to Directors for the periods in each year they were TMMG plc Directors. Salary / Fees Performance- related payments Benefits Pension Total 31 December 2011 Total 31 December 2010 Current directors Dylan Bogg (from 14 April 2010) Stephen Boyd (note 2) Robert Day (from 14 April 2010) 140,500 29,166 - - 133,046 40,000 Peter Fitzwilliam (from 24 September 2010) 150,000 15,000 1,699 9,750 151,949 96,089 - - - - - - 29,166 14,582 173,046 141,462 165,000 35,971 Chris Goodwin (from 27 April 2011) Bruce Hutton (from 14 April 2010) David Morgan (from 14 April 2010) Chris Morris (note 4) Fiona Shepherd (from 14 April 2010) Former directors Tim Alderson (to 15 April 2010) Nick Bacon (to 24 September 2010) Brian Child (to 30 September 2011) Iain Ferguson (to 15 April 2010) Sue Mullen (from 14 April to 16 November 2010) Notes: 60,750 - 8,596 6,739 76,085 - 150,000 40,000 14,955 16,320 221,275 102,233 121,000 83,850 124,050 - - 21,667 - - - - - - - - - - 21,053 13,420 155,473 118,845 2,129 1,317 - - - - - - - - - - - - 85,979 82,978 125,367 93,846 - - 147,923 232,820 21,667 23,583 - - 280,975 65,146 1,014,029 95,000 49,749 46,229 1,205,007 1,436,453 1. Dylan Bogg, Robert Day, Chris Goodwin, Bruce Hutton and Fiona Shepherd, were paid £nil as TMMG plc Directors, but were paid as Directors and employees of subsidiary companies for services rendered there. 2. The services of Stephen Boyd as a TMMG plc Director were provided through Stephen Boyd Ltd, a company controlled by him. 3. Peter Fitzwilliam was paid £4,000 as a TMMG plc Director from 1 July 2011. In addition, his services as CFO were provided by VPF London Ltd, a company controlled by him. 4. Chris Morris was paid £39,667 as a TMMG plc Director during the year (2010: £17,584). In addition, he was paid for his consulting services through a consultancy practice owned by him, Morris Marketing Consultancy. 5. The services of Brian Child as a TMMG plc Director were provided through Brain Child Marketing Ltd, a company controlled by him. 35 The Mission Marketing Group plc Annual Report 9. Taxation Current tax: UK corporation tax at 26.5% (2010: 28%) Adjustment for prior periods Deferred tax: Current year originating temporary differences Adjustment for prior periods Tax charge for the year Year to 31 December 2011 Year to 31 December 2010 £’000 1,265 (288) 977 (2) 51 1,026 £’000 711 50 761 (82) 1 680 Factors Affecting the Tax Charge for the Current Year: The tax assessed for the year is lower (2010: higher) than the standard rate of corporation tax in the UK. The differences are: Profit before taxation Profit on ordinary activities before tax at the standard rate of corporation tax of 26.5% (2010: 28.0%) Effect of: Non-deductible expenses Adjustments to prior periods Movement on provisions IFRS charges Other differences Actual tax charge for the year 10. Dividends Year to 31 December 2011 Year to 31 December 2010 £’000 4,112 1,090 188 (237) (6) (4) (5) 1,026 £’000 1,617 453 224 50 5 1 (53) 680 In line with the continuing focus on cash retention, the Board does not propose payment of a dividend (2010: nil). The Mission Marketing Group plc Annual Report 36 11. 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. Earnings Earnings for the purpose of reported earnings per share being net profit attributable to equity holders of the parent Earnings for the purpose of headline earnings per share (see note 3) Number of shares Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 3,086 3,159 937 1,773 Weighted average number of ordinary shares for the purpose of basic earnings per share 70,944,643 56,024,579 Dilutive effect of securities: Employee share options Bank warrants 2,007,832 1,355,879 2,333,434 1,662,172 Weighted average number of ordinary shares for the purpose of diluted earnings per share 75,285,909 59,042,630 Reported basis: Basic earnings per share (pence) Diluted earnings per share (pence) Headline basis: Basic earnings per share (pence) Diluted earnings per share (pence) 4.35 4.10 4.45 4.20 1.67 1.59 3.16 3.00 Basic earnings per share includes shares to be issued subject only to time as if they had been issued at the beginning of the period. A reconciliation of the profit after tax on a reported basis and the headline basis is given in note 3. 12. Intangible Assets Goodwill Cost At 1 January Adjustment to consideration At 31 December Impairment adjustment At 1 January and 31 December Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 72,186 - 72,186 72,135 51 72,186 3,995 3,995 Net book value at 31 December 68,191 68,191 37 The Mission Marketing Group plc Annual Report The adjustment to consideration in 2010 related to changes in the estimated deferred consideration under the terms of the relevant sale and purchase agreement. In accordance with the Group’s accounting policies, an annual impairment test is applied to the carrying value of goodwill and other intangible assets. The review performed assesses whether the carrying value of goodwill is supported by the net present value of future cash flows derived from the underlying assets considering forecast cash flows over an initial projection period of three years for each cash-generating unit. After this period, an annual growth rate of 2.5% was assumed for all units. The discount rate used is the Group’s estimated pre-tax weighted average cost of capital, which is 7%. Similarly the cash flow projections used in the calculations are pre-tax. Goodwill arose from the acquisition of the following subsidiary companies and is comprised of the following substantial components: April-Six Ltd Big Communications Ltd/Fuse Digital Ltd Bray Leino Ltd RLA Group Ltd Story UK Ltd ThinkBDW Ltd Other Intangible Assets Cost At 1 January Additions At 31 December Amortisation At 1 January Charge for the year At 31 December Net book value 31 December 2011 31 December 2010 £’000 £’000 9,411 8,125 30,831 6,572 6,969 6,283 68,191 9,411 8,125 30,831 6,572 6,969 6,283 68,191 Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 81 190 271 11 8 19 252 81 - 81 7 4 11 70 Other intangible assets consist of intellectual property rights. Additions of £190,000 in the year relate to client lists and other information acquired relating to FireIMC and Yucca. The Mission Marketing Group plc Annual Report 38 13. Subsidiaries The Group’s principal trading subsidiaries are listed below. All subsidiaries are 100% owned and all are incorporated in the United Kingdom. Subsidiary Undertaking Nature of Business Big Communications Limited Brand planning and strategic development Fuse Digital Limited Bray Leino Limited ThinkBDW Limited April-Six Limited Story UK Limited RLA Group Limited Robson Brown Limited (formerly Triang Marketing Limited) 14. Property, Plant and Equipment Cost or valuation At 1 January 2010 Additions Disposals At 31 December 2010 Additions Disposals At 31 December 2011 Depreciation At 1 January 2010 Charge for the Year Disposals At 31 December 2010 Charge for the Year Disposals At 31 December 2011 Net book value at 31 December 2011 Net book value at 31 December 2010 New media marketing, including website design and advertising, SMS messaging, digital video and database management Advertising, events and PR Property marketing, providing advertising, media, brochures, signage, exhibitions, CGI, animation, intranet, photography Integrated communications, specialising in the technology sector Brand development and creative direct communication Marketing and communications Marketing and communications Short Leasehold Property Fixtures & Fittings and Office Equipment Computer Equipment Motor Vehicles £’000 £’000 £’000 £’000 1,378 85 (74) 1,389 204 (3) 1,590 905 97 (74) 928 100 (3) 1,025 565 461 2,174 69 (74) 2,169 388 (368) 2,189 1,373 177 (73) 1,477 200 (316) 1,361 828 692 2,448 474 (501) 2,421 945 (374) 2,992 1,791 396 (501) 1,686 409 (342) 1,753 1,239 735 290 36 (63) 263 15 (39) 239 190 51 (62) 179 45 (38) 186 53 84 Total £’000 6,290 664 (712) 6,242 1,552 (784) 7,010 4,259 721 (710) 4,270 754 (699) 4,325 2,685 1,972 The net book amount includes £203,000 (2010: £219,000) in respect of assets held under finance lease agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £61,000 (2010: £64,000. 39 The Mission Marketing Group plc Annual Report 15. Trade and Other Receivables Gross trade receivables Less: Provision for doubtful debts Other receivables Prepayments and accrued income Deferred tax asset 31 December 2011 31 December 2010 £’000 £’000 17,098 (93) 17,005 437 3,392 10 20,844 15,668 (156) 15,512 224 6,499 62 22,297 An allowance has been made for estimated irrecoverable amounts from the provision of services of £93,000 (2010: £156,000). The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Credit Risk The Group’s principal financial assets are bank balances and cash, trade and other receivables and investments, which represent the Group’s maximum exposure to credit risk in relation to financial assets. The Group’s credit risk is primarily attributable to its trade receivables. In order to mitigate this risk, the Group has arranged credit insurance on certain of its trade receivables as deemed appropriate and as contractually required. Where credit insurance is not considered cost effective, the Group monitors credit-worthiness closely and mitigates risk, where appropriate, through payment plans. The credit risk on cash balances is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. 16. Cash and Short Term Deposits Cash and short term deposits comprise cash held by the Group and short term bank deposits. 17. Trade and Other Payables Trade creditors Finance leases Other creditors Other tax and social security payable 31 December 2011 31 December 2010 £’000 7,609 56 272 2,441 10,378 £’000 5,447 68 342 2,830 8,687 Trade and other creditors principally comprise amounts outstanding for trade purchases and on-going costs. The Directors consider that the carrying amount of trade payables approximates their fair value. The Mission Marketing Group plc Annual Report 40 18. Bank Overdrafts, Loans and Net Debt Bank loan outstanding Accumulated interest Adjustment to amortised cost Carrying value of loan outstanding Less: Cash and short term deposits Net bank debt The borrowings are repayable as follows: Less than one year In one to two years In more than two years but less than three years In more than three years but less than four years Accumulated interest Adjustment to amortised cost Less: Amount due for settlement within 12 months (shown under current liabilities) Amount due for settlement after 12 months 31 December 2011 31 December 2010 £’000 £’000 16,207 - (566) 15,641 (315) 15,326 4,000 12,207 - - 16,207 - (566) 15,641 (4,000) 11,641 20,314 114 (525) 19,903 (1,438) 18,465 3,000 4,000 13,314 - 20,314 114 (525) 19,903 (3,000) 16,903 The adjustment to amortised cost relates to the amortisation of bank debt renegotiation fees over the life of the loan facility. At 31 December 2011, the Company had a three year revolving credit facility of up to £12.8m, due for repayment by June 2013 on a quarterly basis, and a term loan facility of £3.0m with a bullet repayment on 31 December 2013. Interest on the revolving credit facility is based on 3 month LIBOR plus 4.125%, payable in cash on loan rollover dates. The interest margin of 7.5% on the term loan facility is added to the loan balance on a quarterly basis and payable in full with the bullet repayment on 31 December 2013. The gross amount of the term loan at 31 December 2011 was £3.4m. In addition to its committed facilities, the Group had available an overdraft facility of up to £2.0m with interest payable by reference to National Westminster Bank plc Base Rate plus 3.5%. At 31 December 2011, 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 Royal Bank of Scotland plc and HSBC Bank plc. All borrowings are in sterling. 19. Obligations under Finance Leases Obligations under finance leases are as follows: In one year or less Between two and five years 31 December 2011 31 December 2010 £’000 £’000 56 40 96 68 96 164 41 The Mission Marketing Group plc Annual Report Assets held under finance leases consist of office equipment. The fair values of the Group’s lease obligations approximate their carrying amount. The Group’s obligations under finance leases are secured by the lessor’s charge over the leased assets. 20. Deferred Taxation The deferred taxation liability of £1,000 (2010: £2,000) recognised in the financial statements is set out below: Accelerated capital allowances Other timing differences The movement in the year is analysed as follows: As at 1 January Credit to profit or loss As at 31 December 31 December 2011 31 December 2010 £’000 £’000 - 1 1 3 (1) 2 Year to 31 December 2011 Year to 31 December 2010 £’000 £’000 2 (1) 1 21 (19) 2 As shown in note 15, there is a deferred tax asset of £10,000 (2010: £62,000) relating to accounting adjustments for IFRS. 21. Financial Commitments Operating Lease Commitments As at 31 December the Group had annual commitments under non-cancellable operating leases as follows: Operating leases which expire: Within one year Between two and five years After more than five years 31 December 2011 31 December 2010 Land and buildings Other Land and buildings Other £’000 £’000 £’000 £’000 178 326 444 948 13 468 - 481 7 622 355 984 6 449 - 455 The Mission Marketing Group plc Annual Report 42 22. Share Capital Authorised: 85,000,000 ordinary shares of 10 p each (2010: 85,000,000 ordinary shares of 10p each) Allotted and called up: 72,460,444 ordinary shares of 10 p each (2010: 72,460,444 ordinary shares of 10 p each) Options The Group has the following options in issue: 31 December 2011 31 December 2010 £’000 8,500 £’000 8,500 7,246 7,246 At start of year Granted Waived/ lapsed Exercised At end of year SAYE Scheme 245,052 - (245,052) - - TMMG Long Term Incentive Plan 1,476,000 1,450,000 (143,750) (31,250) 2,751,000 Bank warrants 2,333,434 - - - 2,333,434 The SAYE Scheme was available to all employees. The exercise price of share options outstanding under this scheme was 81.0p, being 90 percent of the market price of the underlying shares at the time of issue. The scheme matured during the year, when the market price of the underlying shares was below the exercise price, and, accordingly, all SAYE Scheme options lapsed. TMMG Long Term Incentive Plan (“LTIP”) was created to incentivise certain key employees. The vesting criterion applicable to the options in issue at the start of the year, with a nil exercise price, is that they are solely dependent upon the achievement of profit targets over the three year period ending 31 December 2012. Options issued during the year, also with a nil exercise price, may vest solely dependent upon the achievement of profit targets over the three year period ending 31 December 2013. Shares held in an Employee Benefit Trust (see note 23) will be used to satisfy share options exercised under The Mission Marketing Group Long Term Incentive Plan. Warrants over 3% of the Group’s share capital were issued to the Group’s loan providers following the refinancing completed in 2010. These outstanding warrants have a 10.0p exercise price. 23. Own Shares At 1 January 2010 Awarded to employees during the year At 31 December 2010 Awarded to employees during the year At 31 December 2011 No. of shares 1,698,094 (167,053) 1,531,041 (31,250) 1,499,791 £’000 1,398 (139) 1,259 (25) 1,234 Shares are held in an Employee Benefit Trust to meet certain requirements of The Mission Marketing Group Long Term Incentive Plan. 43 The Mission Marketing Group plc Annual Report 24. Staff remuneration reserve account The staff remuneration reserve account represents charges to the profit or loss required by IFRS 2 to reflect the cost of the options issued to the Directors and employees. 25. Share-based payments Options Fair value on grant date is measured by use of a Black Scholes model. The valuation methodology is applied at each year end and the valuation revised to take account of any changes in estimate of the likely number of shares expected to vest. Details of the relevant option schemes are given in note 22. The key inputs are: Share price Risk free rate Dividend yield 2011 18p 0.6% 0.0% 2010 10p 1.2% 0.0% Volatility is based on the historical volatility of the share price over a 3 year trading period although, for nil-cost options issued under the Group’s Long Term Incentive Scheme, volatility does not impact the calculation of fair value. The weighted average share price over the three years ending 31 December 2011 was 14.0p. The Group recognised an expense of £129,000 in 2011 (2010: £94,000). 26. Reconciliation of Operating Profit to Operating Cash Flow Operating profit Depreciation and amortisation charges Loss/(gain) on disposal of property, plant and equipment Non cash charge for share options and shares awarded Decrease/(Increase) in receivables (Increase)/decrease in stock and work in progress (Decrease)/Increase in payables Operating cash flow Year to 31 December 2011 Year to 31 December 2010 £’000 5,748 762 16 129 1,401 (137) (726) 7,193 £’000 3,763 725 (14) 94 (5,277) 36 6,111 5,438 The Mission Marketing Group plc Annual Report 44 27. Financial Assets and Liabilities The Group’s financial instruments comprise cash and various forms of borrowings. As permitted by IAS 39, short-term debtors and creditors have been excluded. It does not enter into derivatives transactions such as interest rate swaps, forward rate agreements or forward currency contracts. The Group’s activities take place in the United Kingdom and no material transactions take place with overseas customers or suppliers in local currency. There was no material foreign currency exposure at the year end. The main purpose of the Group’s use of financial instruments is for day-to-day working capital and as part of the funding for past acquisitions. The Group financial policy and risk management objective is to achieve the best interest rates available whilst maintaining flexibility and minimising risk. The main risks arising from the Group’s use of financial instruments are interest rate risk and liquidity risk. Interest Rate Risk The operations of the Group generate cash and it funds acquisitions through a combination of retained profits and borrowings. The Group’s financial liabilities comprise floating rate instruments. The bank loan’s interest rate is reset from time to time and accordingly is not deemed a fixed rate financial liability. Interest on the Group’s revolving credit facility is payable by reference to 3 month LIBOR plus 4.125%, subject to a downward ratchet on achievement of certain ratios of debt to EBITDA on an annual basis. Interest on the term loan is calculated by reference to 3 month LIBOR plus 7.5%. Whilst the Group previously made use of interest rate caps and collars entered into in 2007 and early 2008, these hedging instruments matured during 2011 and have not been replaced on the basis that they were not considered to be cost effective. At 31 December 2011, no hedging instruments were outstanding. Liquidity Risk The Group’s financial instruments include a mixture of short and long-term borrowings. The Group seeks to ensure sufficient liquidity is available to meet working capital needs and the repayment terms of the Group’s financial instruments as they mature. Financial assets Cash at bank maturing in less than one year or on demand Financial liabilities Interest analysis: Subject to floating rates Subject to fixed rates Maturity analysis: One year or less, or on demand After one year and within two years £’000 Bank Loan and Overdraft £’000 Finance Leases 16,207 - 16,207 4,000 12,207 16,207 - 96 96 56 40 96 31 December 2011 £’000 315 31 December 2011 £’000 Total 16,207 96 16,303 4,056 12,247 16,303 The Group’s bank loans and overdraft facility are floating rate borrowings and both facilities are secured by a fixed and floating charge over the assets of all Group companies. The fair value of the Group’s financial assets and liabilities is not considered to be materially different from their book values. 45 The Mission Marketing Group plc Annual Report 28. Pensions The Group operates ten defined contributions pension schemes. The pension cost charge for the year represents contributions payable by the Group to the schemes and amounted to £753,000 (2010: £618,000). At the end of the financial year outstanding contributions amounted to £56,000 (2010: £32,000). 29. Leave pay accrual No liability or expense has been recognised relating to untaken leave for any of the periods presented. The Group has a policy of not allowing days to be carried forward from one year to the next, unless in exceptional circumstances. In addition, no payment is made in lieu of untaken leave which is not carried forward. As a result, there is no material liability relating to untaken leave at year end. 30. Post balance sheet events There are no material post balance sheet events. 31. Related party transactions Parent company Brian Child and Stephen Boyd receive their Non-Executive Director’s remuneration through Brain Child Marketing Ltd and Stephen Boyd Ltd respectively, entities of which they are interested parties. In addition, VPF London Ltd, an entity in which Peter Fitzwilliam is an interested party, received £161,000 for the provision of CFO services. Subsidiary undertakings During the year, Bray Leino Ltd sold its printing division to Blue Sky Design & Print Limited, a company in which Bray Leino Ltd purchased 50% of the equity. This company is treated as an associate in the financial statements of The Mission Marketing Group plc. During the year Bray Leino sold printing machinery at market value to the associate and purchased printing services to the value of £381,199. The results of Blue Sky Design & Print Limited are not material to the consolidated financial statements of The Mission Marketing Group plc. Bray Leino Ltd is contracted to pay annual rent of £60,000 (2010: £60,000) to Mrs P H Morgan, the wife of David Morgan (Chairman). Bray Leino Ltd is also contracted to rent premises from Hannele Limited, in which David Morgan has a 100% beneficial interest, for an annual rent of £74,000 (2010: £74,000). Additionally, during the year a consultancy fee of £nil was paid to Hannele Limited in relation to these properties (2010: £30,000). At the end of the year £nil was owed to Hannele Limited (2010: £35,250). During the year Bray Leino Ltd outsourced television productions to the value of £77,462 (2010: £187,666) to Sticky Productions, a business in which Mrs E K Hutton, the wife of Bruce Hutton (Executive Director), has a 100% beneficial interest. ThinkBDW Ltd is contracted to pay annual rent to Mrs K Day and Mr A Day (wife and brother respectively of Robert Day, Executive Director). The £35,000 annual rental payable (2010: £35,000) was set at market value. At the end of the year there was no rent payable. Dylan Bogg (Executive Director) resigned his directorship of Premier Veterinary Group Ltd on 14 June 2011, a company which is also a Client of Big Communications Ltd. Sales from Big Communications Ltd to Premier Veterinary Group Ltd at arms length amounted to £10,934 (2010: £82,539). Included within trade debtors is £4,586 (2010: £70,349) due from Premier Veterinary Group Ltd. Big Communications Ltd paid rent during the year of £71,000 (2010: £71,000) to four individuals, including Dylan Bogg and Chris Morris (Non-Executive Director). In addition, Morris Marketing Consultancy, a consultancy practice owned by Chris Morris, invoiced Big Communications Ltd and was paid £44,183 (2010: £45,719) during the year for services rendered. During the year Big Communications Ltd engaged Mrs K Bogg, the wife of Dylan Bogg, to undertake marketing services activities for a total value of £22,500 (2010: £21,280). Big Communications Ltd also engaged Mrs S Morris, the wife of Chris Morris, to undertake marketing research activities for a total value of £5,100 (2010: £20,000). The Mission Marketing Group plc Annual Report 46 32. Availability of Annual Report Copies of the Annual Report for the year ended 31 December 2011 will be circulated to shareholders at least 21 days ahead of the Annual General Meeting (“AGM”) on 18 June 2012 and, after approval at the AGM, will be delivered to the Registrar of Companies. Further copies will be available from the Company’s registered office and on the Group’s website, www.themission.co.uk 47 The Mission Marketing Group plc Annual Report Independent Auditors’ Report to the Members of The Mission Marketing Group plc We have audited the parent company financial statements of The Mission Marketing Group plc for the year ended 31 December 2011 which comprise the Parent Company Balance Sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the Company’s members those matters which we are required to include in an auditors’ report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the Company and Company’s members as a body, for our work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement set out on page 16 the directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Opinion on financial statements In our opinion the parent company financial statements: • give a true and fair view of the state of the Company’s affairs as at 31 December 2011; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the parent company financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate • for our audit have not been received from branches not visited by us; or the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Other matter We have reported separately on the consolidated financial statements of The Mission Marketing Group plc for the year ended 31 December 2011. CHRISTOPHER HICKS BA FCA (Senior Statutory Auditor) For and on behalf of Francis Clark LLP Chartered Accountants and Statutory Auditors Sigma House, Oak View Close Edginswell, Torquay TQ2 7FF 27 March 2012 The Mission Marketing Group plc Annual Report 48 Company Balance Sheet as at 31 December 2011 NON-CURRENT ASSETS Intangible assets Tangible assets Investments CURRENT ASSETS Debtors Cash at bank CREDITORS: Amounts falling due within one year NET CURRENT LIABILITIES As at 31 December 2011 As at 31 December 2010 Note £’000 £’000 34 35 36 37 38 49 4 91,845 91,898 2,863 1 2,864 (11,623) (8,759) 52 16 96,242 96,310 2,704 271 2,975 (8,886) (5,911) TOTAL ASSETS LESS CURRENT LIABILITIES 83,139 90,399 CREDITORS: Amounts falling due after more than one year 39 (11,641) (16,903) NET ASSETS CAPITAL AND RESERVES Called up share capital Share premium account Staff remuneration reserve Profit and loss account SHAREHOLDER’S FUNDS 71,498 73,496 7,246 39,542 263 24,447 71,498 7,246 39,542 134 26,574 73,496 41 41 42 42 The financial statements were approved and authorised for issue on 27 March 2012 by the Board of Directors. They were signed on its behalf by: Peter Fitzwilliam Director Company registration number: 05733632 49 The Mission Marketing Group plc Annual Report Notes to the Company Balance Sheet 33. Principal Accounting Polices The financial statements are prepared in accordance with applicable United Kingdom law and accounting standards (United Kingdom Generally Accepted Accounting Practice). The principal accounting policies of the Company are set out below. The policies have remained unchanged from the previous year. Accounting Convention The financial statements have been prepared under the historical cost convention. Going Concern The Group’s available banking facilities provide comfortable levels of headroom against the Group’s projected cash flows and the Directors accordingly consider that it is appropriate to continue to adopt the going concern basis in preparing these financial statements. Deferred Taxation Deferred taxation is recognised on all timing differences where the transactions or event that give the Company an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recoverable. Deferred tax is measured using rates of tax that have been enacted or substantively enacted by balance sheet date. Property, Plant and Equipment Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset evenly over its expected useful economic life, as follows: Short leasehold property Motor vehicles Fixtures, fittings and office equipment Computer equipment Period of the lease 25% per annum 10-33% per annum 25-33% per annum Deferred Consideration The terms of an acquisition may 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 amounts recognised in the financial statements represent a reasonable estimate at the balance sheet date of the amounts expected to be paid and has been classified in the balance sheet in accordance with the substance of the transaction. Where the agreement gives rise to an obligation that may be settled by the delivery of a variable number of shares to meet a defined monetary liability, these amounts are disclosed as debt. The Mission Marketing Group plc Annual Report 50 Investments In the Company’s financial statements, investments in subsidiary undertakings are stated at cost less provision for any impairment in value. Lease Commitments Rental costs under operating leases are charged against profits as incurred. Profit of Parent Company As permitted under Section 408 of the Companies Act 2006, the profit and loss account of the Company is not presented as part of these accounts. 34. Intangible Assets 31 December 2011 31 December 2010 £’000 £’000 Intellectual property rights 49 52 Intangible assets consist of intellectual property rights which are amortised over 20 years. The amortisation charge for the year was £3,000 (2010: 3,000). 35. Tangible Fixed Assets Cost At 1 January 2011 Additions Disposals At 31 December 2011 Depreciation At 1 January 2011 Charge for the Year Disposals At 31 December 2011 Net book value at 31 December 2011 Net book value at 31 December 2010 Fixtures & Fittings Office Equipment £’000 £’000 Total £’000 58 - - 58 49 8 - 57 1 9 33 1 (1) 33 26 4 - 30 3 7 91 1 (1) 91 75 12 - 87 4 16 51 The Mission Marketing Group plc Annual Report 36. Investments At 1 January 2011 Adjustments to consideration Impairment At 31 December 2011 Net book amount at 31 December 2011 Net book amount at 31 December 2010 Shares in subsidiary undertakings £’000 96,242 46 (4,443) 91,845 91,845 96,242 The adjustments to consideration relate to changes in the deferred consideration of completed acquisitions. The principal Group companies at 31 December 2011 are set out below. All subsidiaries are 100% owned and all are incorporated in the United Kingdom. Subsidiary Undertaking Nature of Business Big Communications Limited Brand planning and strategic development Fuse Digital Limited Bray Leino Limited ThinkBDW Limited April-Six Limited Story UK Limited RLA Group Limited Robson Brown Limited (formerly Triang Marketing Limited) 37. Debtors New media marketing, including website design and advertising, SMS messaging, digital video and database management Advertising, events and PR Property marketing, providing advertising, media, brochures, signage, exhibitions, CGI, animation, intranet, photography Integrated communications, specialising in the technology sector Brand development and creative direct communication Marketing and communications Marketing and communications Amounts due from subsidiary undertakings Prepayments Other debtors 31 December 2011 31 December 2010 £’000 2,840 20 3 2,863 £’000 2,650 24 30 2,704 The Mission Marketing Group plc Annual Report 52 38. Creditors: Amounts Falling Due Within One Year Bank overdraft Amounts due to subsidiary undertakings Social security and other taxes Accruals Bank loan (see note 40) Other creditors 39. Creditors: Amounts Falling Due After More Than One Year Bank loan (see note 40) 40. Borrowings Bank loan outstanding Accumulated interest Adjustment to amortised cost Carrying value of loan outstanding The borrowings are repayable as follows: Less than one year In one to two years In more than two years but less than three years Accumulated interest Adjustment to amortised cost Less: Amount due for settlement within 12 months (shown under current liabilities) Amount due for settlement after 12 months 31 December 2011 31 December 2010 £’000 3,248 4,161 5 171 4,000 38 11,623 £’000 1,067 4,439 8 335 3,000 37 8,886 31 December 2011 31 December 2010 £’000 11,641 11,641 £’000 16,903 16,903 31 December 2011 31 December 2010 £’000 16,207 - (566) 15,641 4,000 12,207 - 16,207 - (566) 15,641 (4,000) 11,641 £’000 20,314 114 (525) 19,903 3,000 4,000 13,314 20,314 114 (525) 19,903 (3,000) 16,903 Details of the Company’s borrowing facilities and interest rates are set out in Note 18 and not therefore repeated here. All borrowings are in sterling. As at 31 December 2011, Net Assets of the Group were £57,916,000 (2010: £54,701,000), and net borrowings under this Group arrangement amounted to £15,326,000 (2010: £18,465,000). 53 The Mission Marketing Group plc Annual Report 41. Share Capital and Share Premium The movements on these items are disclosed within the consolidated statement of changes in equity within the consolidated financial statements. 42. Statement of Movements on Reserves At 1 January 2010 Credit for share option scheme Shares issued from EBT scheme Profit for the period At 31 December 2010 Credit for share option scheme Loss for the period At 31 December 2011 Staff remuneration reserve Profit and loss account £’000 £’000 60 74 - - 134 129 - 263 10,462 - 20 16,092 26,574 - (2,127) 24,447 As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The loss for the financial year relating to the Company amounted to £2,127,000 (2010: profit of £16,092,000). 43. Operating Lease Commitments As at 31 December 2011 the Company had no commitments under operating leases (2010: nil). 44. Related party transactions Details of related party transactions are disclosed in note 31 of the consolidated financial statements. The Mission Marketing Group plc Annual Report 54 Notice of Annual General Meeting NOTICE is hereby given that the Annual General Meeting of The Mission Marketing Group plc (the “Company”) will be held at 12 noon on Monday 18 June 2012 at the offices of Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, EC4A 1BL to transact the following business: Ordinary Resolutions 1. To receive the financial statements and the report of the Directors and the auditors for the year ended 31 December 2011. 2. To appoint Francis Clark LLP as auditors of the Company. 3. To authorise the Directors to fix the remuneration of Francis Clark LLP. 4. Special Business To consider and, if thought fit, to pass the following resolutions, as to which resolution 4 shall be proposed as an ordinary resolution and resolutions 5 and 6 shall be proposed as special resolutions: 4. THAT the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 as amended (the “Act”) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal value of £2,391,194.60 being 33% of the issued share capital of the Company, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company shall be entitled to make an offer or agreement before the expiry of such authority which would or might require shares to be allotted or any such rights to be granted, after such expiry and the Directors shall be entitled to allot shares or grant any such rights pursuant to any such offer or agreement as if this authority had not expired and all unexercised authorities previously granted to the Directors to allot shares or grant any such rights be and are hereby revoked provided that the resolution shall not affect the right of the Directors to allot shares or grant any such rights in pursuance of any offer or agreement entered into prior to the date of this resolution. Special Resolutions 5. THAT (subject to the passing of the resolution numbered 4 above) the Directors be and are hereby empowered pursuant to Section 570, Section 571 and Section 573 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by resolution 4 above as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to: i. the allotment of equity securities in connection with a rights issue, open offer or other offer of securities in favour of the holders of ordinary shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them on any such record date(s), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatever; and ii. the allotment (other than pursuant to sub-paragraph (i) above) to any person or persons of equity securities up to an aggregate nominal value of £724,604 being 10% of the issued share capital of the Company. 55 The Mission Marketing Group plc Annual Report This power shall expire upon the expiry of the general authority conferred by resolution 4 above, save that the Company shall be entitled to make an offer or agreement before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired and all unexercised authorities previously granted to the Directors to allot equity securities be and are hereby revoked provided that the resolution shall not affect the right of the Directors to allot equity securities in pursuance of any offer or agreement entered into prior to the date of this resolution. 6. THAT pursuant to section 701 of the Act and subject to, and in accordance with the Company’s Articles of Association, the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4)of the Act) of ordinary shares of the Company provided that: i. the maximum number of ordinary shares hereby authorised to be acquired is 10,869,067 being 15% of the issued share capital; and ii. the minimum price which may be paid for an ordinary share is the nominal value of such share; and iii. the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such ordinary share is contracted to be purchased; and iv. the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company held in 2013 or 18 months from the date of this resolution (whichever is earlier); and v. the Company may make any purchase of its ordinary shares pursuant to a contract concluded before the authority hereby conferred expires and which will or may be executed wholly or partly after the expiry of such authority; and vi. all ordinary shares purchased pursuant to the authority conferred by this resolution 6 shall be cancelled immediately on completion of the purchase or held in treasury (provided that the aggregate nominal value of shares held as treasury shares shall not at any time exceed 10 per cent of the issued share capital of the Company at any time). By Order of the Board Peter Fitzwilliam 27 March 2012 The Mission Marketing Group plc Annual Report 56 Notes to the Notice of Annual General Meeting, including explanatory notes to the Form of Proxy. 1. A member entitled to attend and vote at the Annual General Meeting (“AGM”) may appoint one or more proxies (who need not be a member of the Company) to attend, speak and vote on his or her behalf. To appoint as your proxy a person other than the chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any commitments on your behalf, you will need to appoint someone other the chairman, and give them relevant instructions directly. In order to be valid an appointment of proxy must be completed, signed and returned in hard copy form by post, by courier or by hand to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. 2. A form of proxy is enclosed for use by shareholders and, if appropriate, must be deposited with Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA not less than 48 hours before the time of the AGM. Appointment of a proxy does not preclude a shareholder from attending the AGM and voting in person. 3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be able to attend and vote at the AGM or any adjourned meeting, (and also for the purpose of calculating how many votes a person may cast) a person must have his/her name entered on the register of members of the Company by 12 noon on 16 June 2012 (or 12 noon on the date 2 days before any adjourned meeting). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting. 4. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website. 5. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. 6. The issued share capital of the Company is 72,460,444 Ordinary shares of 10 pence each. The total number of voting rights in the Company is 72,460,444. 57 The Mission Marketing Group plc Annual Report  7. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, the proxy form should be photocopied and the name of the proxy to be appointed indicated on each proxy form together with the number of shares that such proxy is appointed in respect of. All copies of the proxy form should then be sent to Neville Registrars Limited at the address given above. 8. To direct your proxy how to vote on the resolutions, mark the appropriate box with an ‘X’. To abstain from voting on a resolution, select the relevant “Withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. 9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the more senior). 10. If you submit more than one valid proxy appointment, the appointment received last before the latest time for receipt of proxies will take precedence. The Mission Marketing Group plc Annual Report 58 Advisors Company Registration Number: 05733632 Registered Office: Nominated Advisor and Broker: Auditors: Solicitors: Registrars: Company Secretary: Bankers: 2nd Floor 8/9 Carlisle Street London W1D 3BP Seymour Pierce Limited 20 Old Bailey London EC4M 7EN Francis Clark LLP Sigma House Oak View Close Edginswell Torquay TQ2 7FF Lewis Silkin LLP 5 Chancery Lane Clifford’s Inn London EC4A 1BL Currently: Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU With effect from 20 April 2012: Neville Registrars Neville House 18 Laurel Lane Halesowen West Midlands B63 3DA Peter Fitzwilliam The Mission Marketing Group plc 2nd Floor 8/9 Carlisle Street London W1D 3BP Royal Bank of Scotland plc Corporate Banking 9th Floor 280 Bishopsgate London EC2M 4RB HSBC Bank plc City of London Corporate Banking Centre 1st Floor 60 Queen Victoria Street London EC4N 4TR 59 The Mission Marketing Group plc Annual Report Form of Proxy The Mission Marketing Group plc (“the Company”) Annual General Meeting I/We (BLOCK CAPITALS) (full name) of being member/members in the Company, hereby appoint the Chairman of the Meeting or (see note 1) (address) as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 18 June 2012 and at any adjournment thereof. For Against Vote Withheld My/our proxy is to vote on the resolutions as follows: Ordinary Resolutions 1. To receive the financial statements and the reports of the Directors and auditors for the year ended 31 December 2011. 2. To appoint Francis Clark LLP as auditors of the Company. 3. To authorise the Directors to fix the remuneration of Francis Clark LLP. 4. To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006. Special Resolutions 5. To disapply statutory pre-emption rights pursuant to Section 570, Section 571 and Section 573 of the Companies Act 2006. 6. To renew the Company’s authority to make market purchases of its own ordinary shares. Dated this Signature(s) day of 2012 Please indicate how you wish your form of proxy to vote on the resolutions by inserting “X” in the appropriate space. In the case of a corporation the form of proxy must either be under its common seal (if any) or signed on its behalf by its duly authorised agent or officer. The Mission Marketing Group plc Annual Report 60 Do not affix postage if posting in Gt. Britain, Channel Islands or N. Ireland Third fold and tuck in BUSINESS REPLY SERVICE Licence No. RSTY-SAKX-RZSL First fold Neville Registrars Limited Neville House 18 Laurel Lane Halesowen B63 3DA Second fold E N I L D E T T O D G N O L A R A E T E S A E L P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . marketing group plc 2nd Floor, 8/9 Carlisle Street, London W1D 3BP T: +44 (0)203 463 2099 www.themission.co.uk 

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