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Rule 26

21.12.16

The following information is being disclosed to satisfy the requirements of Rule 26 of the London Stock Exchange – Alternative Investment Market (AIM).

The information on this page was correct as of 21 August 2017.

Name: Milestone Group PLC

London Stock Exchange Symbol: MSG

Company Secretary: Patrick Vigors – 020 7929 7826

Capita Registrars Shareholder call centre: 0871 664 0300 (calls cost 10p per minute plus network extras).

From outside the UK please call +44 208 639 3399.

Registered Office & Trading Address: 1st Floor 2 Royal Exchange Steps, The Royal Exchange, London EC3V 3DG.

Registration: Incorporated and registered in England and Wales under the Companies Act under registration number 04689130

Country of Operation: United Kingdom of Great Britain and Northern Ireland

VAT number: 818 3001 58

Email: enquiries@milestonegroup.co.uk

Description of the business

Milestone Group PLC specialises in digital communications and offers products and services related to education, training and publishing. Milestone also brings together expert media practices, leading-edge technology and proven business minds to deliver interactive solutions across web, mobile, portable media and print.

Subsidiaries

Milestone currently has three subsidiaries; Oil Productions Limited T/A Relative, OnSide Now Limited (Dormant) and Nexstar League Limited. To find out more, please visit our Group and History pages.

Documents and Notifications

  • A profile of each of the Directors of the Company is available here.
  • A PDF version of the Company’s original (2003) AIM admission document can be downloaded here.
  • A PDF version of the Company’s Memorandum & Articles can be downloaded here.
  • PDF copies of the annual accounts, interim accounts and any other documents circulated to Shareholders by the Board in the past three years can be found on the Financial Reports page
  • All announcements issued by the Company in the past 12 months to RNS, the regulatory news service of the London Stock Exchange, can be found on the Investor News page.

Please note there may, on occasions, be a slight time lapse between the latest regulatory announcements being issued and a link to the notification being added to this website. The very latest announcements can be checked directly at the RNS website here.

In compliance with AIM Rule 26, the Company may not necessarily keep all news stories older than 12 months in full on this site.

To request hard copies of any of these documents please email enquiries@milestonegroup.co.uk

Advisors & Bankers

Nominated Advisor: Cairn Financial Advisers LLP, 62-63 Cheapside, London EC2V 6AX

Brokers: Hybridan LLP, 20 Ironmonger Lane, London, EC2V 8EP

Auditor: Nexia Smith & Williamson Audit Ltd, Portwall Place, Portwall Lane, Bristol BS1 6NA

Legal Advisor: Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH

Registrar (contracted to manage Milestone’s share register): Capita Registrars, 40 Dukes Place, London EC3A 7NH

Bank: National Westminster Bank PLC, 1 High Street, Woking, Surrey GU21 1ZS

Corporate Governance

The Board is responsible for formulating, reviewing and approving the Company’s strategies, budgets, major items of capital expenditure and corporate actions.

The Directors have responsibility for, and recognise the importance of implementing and maintaining, high standards of corporate governance, and intend that the company will comply with the Combined Code and the Quoted Companies Alliance’s ‘Guidance for Smaller Quoted Companies’ in such respects as are appropriate for a company of its size, nature and stage of development. The Takeover Code applies to the Company and governs, inter alia, transactions that may result in a change of control of a company to which the Takeover Code applies.

The Board has established an Audit Committee and a Directors’ Remuneration Committee. The Audit Committee (which is comprised of Deborah White and invited guests) is responsible for ensuring that the financial performance of the Company is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. The Directors’ Remuneration Committee (which is comprised of Deborah White and invited guests) reviews the performance of executive directors and sets the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of all shareholders. In addition, the Nominations Committee (comprised of Deborah White and any guests for that meeting) makes recommendations on the appointment of further directors to the Board.

The Company operates a share dealing code for Directors as required by the AIM Rules.

The Board has also considered the guidance issued by the Institute of Chartered Accountants in England and Wales (Commonly known as the Turnball Report) concerning the internal requirements of the Combined Code. The Board intends to regularly review key business and financial risks facing the Group in the operation of its business.

Each year Shareholders are invited to an Annual General Meeting (“AGM”). The AGM is the main shareholder event of the year and provides an opportunity for Shareholders to question the Directors.

Shares

1,249,641,411 issued ordinary shares of 0.1 pence each. There are no shares held in treasury and there are no restrictions on the transfer of Milestone’s ordinary shares. The securities of Milestone are traded on AIM, the market of that name operated by London Stock Exchange PLC, and also on the Social Stock Exchange. The Company has not applied or agreed to have any of its securities (including AIM securities) admitted or traded on any other exchanges or trading platforms.

Warrants

As announced on 03 August 2016, the Company has granted a total of 53,415,000 warrants over ordinary shares in the Company, 50% with an exercise price of 1.25 pence per ordinary share and the remainder with an exercise price of 1.75 pence per ordinary share. The warrants can be exercised once the closing mid-market share price of the Company has exceeded 2.5 pence for a period of 5 consecutive business days and will lapse on the fifth anniversary of the date of issue. 

As announced on 23 August 2016, the Company has granted a total of 21,719,400 warrants over ordinary shares in the Company, 50% with an exercise price of 1.25 pence per ordinary share and the remainder with an exercise price of 1.75 pence per ordinary share. The warrants can be exercised once the closing mid-market share price of the Company has exceeded 2.5 pence for a period of 5 consecutive business days and will lapse on the fifth anniversary of the date of issue. 

As announced on 24 August 2016, the Company has granted a total of 35,797,060 warrants over ordinary shares in the Company to directors. 50% of these warrants has an exercise price of 1.25 pence per ordinary share and the remainder with an exercise price of 1.75 pence per ordinary share. The warrants can be exercised once the closing mid-market share price of the Company has exceeded 2.5 pence for a period of 5 consecutive business days and will lapse on the fifth anniversary of the date of issue. 

As announced on 28 April 2017, the Company has granted a total of 137,500,000 warrants over ordinary shares in the Company, with an exercise price of 0.5 pence per ordinary share. The warrants will lapse on the second anniversary of the date of issue. 

The Company therefore has a total of 248,431,460 warrants over ordinary shares in issue. 

Options

As announced on 16 August 2011, the Company has granted a total of 19,500,000 options over ordinary shares in the Company with an exercise price of 1 penny per ordinary share, of which 13,500,000 options have been granted to directors of the Company. Since this date 3,500,000 options granted to directors and 2,000,000 options granted to others have lapsed.

As announced on 14 December 2012, the Company has granted a total of 7,695,000 options over ordinary shares in the Company to certain employees within the Group with an exercise price of 1.5 pence per ordinary share. Since this date 3,440,000 options granted have lapsed.

As announced on 22 December 2014, the Company has granted a total of 85,787,000 options over ordinary shares in the Company with an exercise price of 1 penny per ordinary share, of which 62,666,000 options have been granted to directors of the Company. Since this date 11,447,000 options have lapsed.

In each case, half of the options vest once the closing mid-market share price of the Company has been more than or equal to 2 pence for a period of 15 consecutive business days. The remainder vest once the closing mid-market share price of the Company has been more than or equal to 3 pence for a period of 15 consecutive days. The options are exercisable on or following the first anniversary of the date of issue and will lapse on the tenth anniversary of the date of issue.

As announced on 24 August 2016, the Company has granted a total of 78,260,782 options over ordinary shares in the Company to directors of the Company with an exercise price of 0.1 pence per ordinary share. The options are exercisable on or following the first anniversary of the date of issue and will lapse on the tenth anniversary of the date of issue. 

As announced on 24 August 2016, the Company has granted a total of 3,333,334 options over ordinary shares in the Company to directors of the Company. 50% of these options have an exercise price of 1.25 pence per ordinary share and the remainder with an exercise price of 1.75 pence per ordinary share. The options can be exercised once the closing mid-market share price of the Company has exceeded 2.5 pence for a period of 5 consecutive business days and will lapse on the fifth anniversary of the date of issue. 

The Company therefore has a total of 174,189,116 options over ordinary shares in issue.

There are currently no other options in issue.

Share Price

Share price information on the Company is available on the London Stock Exchange website here.

Please note all share price information is subject to a delay of at least 15 minutes.

Significant Shareholders

At close of business on 10/05/2017, the following Shareholders had an interest in 3 per cent or more of the Company’s ordinary shares. No other person’s had, at that time, reported an interest in 3 per cent or more of the Company’s ordinary shares (please note all percentages are rounded). Any significant transactions in shares which have been notified to the Company since 10/05/2017 are set out in the Investor News.

Shareholder Shares Held Percentage
Steven King 177,500,000 14.20%
Anthony Daltrey 47,500,000 3.80%

Percentage of securities not in public hands

At close of business on 10/05/2017, approximately 17.16% of the Company’s shares were not in public hands, representing the shares beneficially held by current Directors (or their connected parties) and any groups with a beneficial interest in 10% or more of the Company’s total issued share capital.

Brief History

An overview of Milestone’s main corporate activities since the company’s admission to AIM in 2003 can be found on the History page of this website.

The above information is being disclosed for the purposes of Rule 26 of the AIM rules for companies. Please note that the contents of this website do not constitute an invitation to invest in the shares of Milestone Group PLC.

Certain documents are not to be distributed outside of the UK as described on the cover of such documents. Failure to comply with the restrictions of such documents may constitute a violation of securities laws in non UK jurisdictions.

Terms and Conditions

Full Terms and Conditions can be found by clicking here.

The following information is being disclosed to satisfy the requirements of Rule 26 of the London Stock Exchange – Alternative Investment Market (AIM).