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              Rule 26


              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 last updated on 28th December 2011.

              Name: Milestone Group PLC

              London Stock Exchange Symbol: MSG

              Company Secretary: Graham Urquhart - 020 3216 2000

              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 is a media agency specialising in digital communications. Milestone brings together expert media practices, leading-edge technology and proven business minds to deliver interactive solutions across web, phone and portable media.

              Milestone is focused on driving improvements and our strong analytical skills mean we can revolutionise existing capabilities as well as creating new strategies. As a public company, Milestone has significant leverage and development opportunities as well as an adaptable and scalable approach.

              Subsidiaries
              Milestone currently has three subsidiaries; Oil Productions Limited, OnSide Now Limited (Dormant) and Nexstar League Limited (Dormant).

              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 year can be downloaded HERE.
              • All announcements issued by the Company in the past 12 months to RNS, the regulatory news service of the London Stock Exchange, can be downloaded HERE.
              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, 61 Cheapside, London EC2V 6AX    
              • Brokers: Hybridan LLP, 29 Throgmorton Street, London EC2N 2AT
              • Auditor: BDO LLP, One Victoria Street, Bristol BS1 6AA
              • Legal Advisor: Lawrence Graham LLP, 4 More London Riverside , London SE1 2AU
              • Registrar (contracted to manage Milestone's share register): Capita IRG plc, Northern House, Woodsome Park, Fenay Bridge, Huddersfield, West Yorkshire HD8 OLA
              • 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 Board has established an Audit Committee and a Directors' Remuneration Committee. The Audit Committee (which is comprised of David Hill and any guests for that meeting) 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 David Hill and any guests for that meeting) 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 Guy van Zwanenberg 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
              297,178,025 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. 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
              The Company has issued 500,000 warrants to its previous nominated adviser and broker, Arden Partners plc, under the terms of the Milestone warrant instrument dated 27 March 2009. The warrants in aggregate give Arden Partners plc the right to subscribe in cash for 500,000 new Ordinary Shares at a subscription price of 1.13p per share. Subject to certain limitations, the warrants may be exercised at any time after the first anniversary of the warrant instrument and prior to or on 31 March 2012.

              As announced on 15 August 2011 , the Company has also issued 20,189,300 warrants. The warrants in aggregate give the holders the right to subscribe in cash for 10,094,650 new Ordinary Shares at a subscription price of 1.75p per share which may be exercised up until the first anniversary and the right to subscribe in cash for 10,094,650 new Ordinary Shares at a subscription price of 2.25p per share which may be exercised up until the second anniversary.   

              There are currently no other warrants 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. 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.

              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 28/12/11, 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 28/12/2011 are set out in the News section

              Shareholder                                Shares held                         Percent
              Deborah Jane White                    34,883,774                           11.74%
              HBS 049 Limited                          30,000,000                           10.09%
              Cormac Crawford                         18,954,772                             6.38%
              BGP Global Services                    15,590,909                             5.25%
              Martin King                                      13,667,049                             4.60%
              Lynchwood Nominees Ltd             9,083,489                             3.06% 
              Percentage of securities not in public hands
              At close of business on 28/12/2011, approximately 23.79% 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 HERE.

              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).

              Relevant Documents:

              2003_aim_admission.pdf
              File Size: 9558 kb
              File Type: pdf
              Download File

              memorandum_articles.pdf
              File Size: 3400 kb
              File Type: pdf
              Download File


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