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2016-05-18

The Marketing Group Plc: The Marketing Group plc announces its Initial Public Offering and listing on Nasdaq First North Stockholm and publishes investor memora

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SWITZERLAND, SOUTH
AFRICA OR ANY OTHER JURSIDICTION WHERE SUCH PUBLICATION OR
DISTRIBUTION IS UNLAWFUL.

The Marketing Group plc ("The Marketing Group" or the "Company") is an
acquisition vehicle with the purpose of gathering successful
marketing businesses under one roof. Today, the Company announces its
Initial Public Offering ("IPO" or the "Offering") on Nasdaq First
North Stockholm and publishes the accompanying investor memorandum.
The Marketing Group comprises a series of independent marketing
teams, each with specific expertise and innovative services. The
consolidated group supports the subsidiaries with management and
coordinating activities as well as a common operating platform.

· The Offering comprises of 1,250,000 ordinary shares sold by Unity
Group of Companies Pte Ltd.

· The subscription period for the Offering will commence on 19 May
2016 and is expected to end on 1 June 2016.

· The subscription price is EUR 1.0 per share in the Offering, which
corresponds to an equity value of the Company of approximately EUR
14.4 million (based on 14,410,000 shares outstanding).

· The Company has received subscription commitments amounting to EUR
0.5 million, corresponding to 40 per cent of the Offering.

· Nasdaq First North has approved The Marketing Group's shares for
trading, subject to customary conditions, such as the fulfilment of
the distribution requirements in respect of the Company's shares. The
first day of trading is expected to be 8 June 2016 under the ticker
TMG.

Background and rationale
The Marketing Group has a pronounced acquisition strategy and intends
to acquire several profitable and debt-free companies within the
marketing sector in the coming years. The Company intends to use the
Company's shares as payment for these acquisitions and therefore
needs a liquid share with a publicly quoted price. A listing on
Nasdaq First North Stockholm also provides the Company with a broader
shareholder base, increased awareness of The Marketing Group's
services and a stronger reputation.

The main reasons for choosing Sweden and Nasdaq First North Stockholm
as the trading

venue are:
· Currency - One criteria was that the stock should be tradable in
EUR since owners of future acquisition targets will prefer a share
traded in a global currency.

· Liquidity - Some smaller European exchanges have poor liquidity.
Scandinavia has the world's largest amount of retail investors and
therefore becomes a natural venue.

· Reputation - The Marketing Group strives to subsequently move to
Nasdaq Main Market and Nasdaq First North Stockholm consequently
becomes a natural first step.

The Offering
The Offering comprises of 1,250,000 ordinary shares sold by Unity
Group of Companies Pte Ltd, who will continue to hold a significant
stake in The Marketing Group following the IPO and thereby will
continue to contribute to the Company's future growth and
development. The shares will be offered to qualified institutional
investors in Sweden and abroad, as well as to the general public in
Sweden. Remaining shareholders do not intend to sell shares.

The Marketing Group has 14,410,000 shares outstanding and assuming
that 1,250,000 ordinary shares are sold in the Offering,
approximately 8.7 per cent of The Marketing Group's shares will be
distributed publicly. The Company has received subscription
commitments amounting to EUR 0.5 million, corresponding to 40 per
cent of the Offering.

Nasdaq First North has approved The Marketing Group's shares for
trading, subject to customary conditions, such as the fulfilment of
the distribution requirements in respect of the Company's shares. The
first day of trading is expected to be 8 June 2016 under the ticker
TMG. The full terms and conditions of the Offering are included in
the investor memorandum.

Jeremy Harbour, Executive Chairman of The Marketing Group
"The Marketing Group's offering, consisting of marketing services
gathered under one roof, separates the Company from competitors as it
creates an entity available to offer leading global corporations
flexible, value adding marketing services that a stand-alone company
cannot.

Large businesses generally have risk profiles as well as requirements
on wide-reach marketing that prohibits them from working with smaller
marketing firms. Through a collective balance sheet, the subsidiaries
can display a far larger presence when they need to and pitch for
bigger clients whose risk profile would prohibit them from working
with smaller businesses. The Marketing Group consequently bridges
this issue by creating a large entity whilst still retaining the
innovation and fast pace movement as the subsidiaries operates as
stand-alone companies. The incorporation of subsidiaries also
decreases the dependency on key clients and key staff which mitigates
the risks and creates a more foreseeable stream of income.

The Marketing Group will base a significant part of the growth
strategy on future acquisitions to complement the existing range of
specialties. Profitable companies in new and emerging areas will be
acquired at low multiples which continuously will result in a
compounded increase of shareholder value."

Financial information

KEUR Pro forma 2014 Pro forma 2015 Q1 2016 T12M*
Turnover 2,551 4,556 1,041 4,688
EBITDA 375 1,559 248 1,612
EBITDA, % 14.7% 34.2% 23.8% 34.4%
Operating profit (EBIT) 359 1,547 238 1,593
EBIT, % 14.1% 34.0% 22.9% 34.0%
Profit before tax (EBT) 359 1,544 232 1,585
Profit for the period 331 1,385 229 1,459
Profit margin, % 13.0% 30.4% 22.0% 31.1%
Equity 428 1,312 1,555 1,555
Net debt -242 -232 61 61
Balance sheet total 1,282 2,239 2,391 2,391

* T12M - Trailing twelve months; covers the period Q2 2015 to Q1 2016.

Preliminary timetable for the Offering
19 May - 1 June 2016 Subscription period for the Offering
2 June 2016 Announcement of preliminary outcome in the Offering
7 June 2016 Due date of payment for shares in the Offering
8 June 2016 Preliminary first day of trading on Nasdaq First North Stockholm

Investor memorandum
An investor memorandum has today been published in connection to the
Offering and is available on The Marketing Group's website
www.marketinggroupplc.com and on Mangold's website www.mangold.se.

Advisers
Mangold Fondkommission AB is acting as financial adviser and ebl
miller rosenfalck is acting as legal adviser to the Company in the
Offering. Mangold Fondkommission AB will be the Company's Certified
Adviser and Liquidity Provider on Nasdaq First North Stockholm.

For more information, please contact
Hannah Middleton, Director and Communications Director
Phone: +65 8193 7625
E-mail: hannah.middleton@marketinggroupplc.com

Jeremy Harbour, Executive Chairman
Phone: +65 8661 1776
E-mail: jeremy.harbour@marketinggroupplc.com

The Marketing Group in brief
The Marketing Group plc was incorporated in May 2015 with the purpose
of gathering successful marketing businesses under one roof. During
the first quarter of 2016, the Company acquired four companies within
the marketing sector; One9Ninety (social media), Black Marketing
(LinkedIn marketing), Nice & Polite (creative content) and Creative
Insurgence (brand activation). The Company comprises a series of
independent marketing teams, each with specific expertise and
innovative services. The consolidated group supports the subsidiaries
with management and coordinating activities as well as a common
operating platform.

IMPORTANT NOTICE

The shares covered by the Offering are not intended for persons who
are residents of the United States of America, Australia, Hong Kong,
Japan, Canada, Switzerland, Singapore, South Africa, New Zealand or
in any other jurisdiction in which participation would require a
prospectus, registration or other measures than those that follow
from Swedish law. The press release may consequently not be
distributed within or to any country or any jurisdiction in which
distribution or the offering requires such measures or contravenes
the rules of such a country or such jurisdiction.

The information contained herein shall not constitute an offer of, or
invitation to purchase any securities in any jurisdiction. This press
release is not a prospectus and does not constitute any offer,
invitation or investment advice to subscribe for or purchase
securities. Investors should not subscribe for or purchase any
securities or make any investment decisions referred to herein except
on the basis of information contained in the investor memorandum
issued The Marketing Group.

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http://feed.ne.cision.com/client/waymaker1/WOLReleaseFile.aspx?id=352754...
http://mb.cision.com/Main/14345/2011450/517131.pdf
http://mb.cision.com/Public/14345/2011450/b599aacdd311662d.pdf

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