RULE 26
Name

Milestone Group PLC
 
London Stock Exchange Symbol MSG
 
Company Secretary
Tim Eustace - 01235 206 186 / 07836 746 701
   
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 Alexandra Court, 270 Woodstock Road, Oxford OX2 7NW
   
Registration Incorporated and registered in England and Wales under the Companies Act under registration number 4689130
   
Country of Operation
United Kingdom of Great Britain and Northern Ireland
   
VAT number 818 3001 58
   
Email
enquiries@milestone.co.uk
   
Description of the business

Milestone Group PLC ("Milestone", the "Group" or the “Company") is a company which, through its subsidiaries, holds media assets. The Group is currently exploring opportunities to launch new businesses with a particular focus on opportunities in the digital media and leisure sectors. The Group also owns SIX TV, the local TV operator. Further information on the Group is included in the paragraphs below and the Company's notifications to the London Stock Exchange.

   
Subsidiaries

Milestone currently has one main trading subsidiary, Oxford Broadcasting Limited, as set out below.

Oxford Broadcasting Limited trading as SIX TV (“OBL”)

OBL is the trading company for Milestone’s local TV service in Oxford. The service is branded on air as “SIX TV” and broadcasts using an analogue terrestrial frequency targeted at most of the county of Oxfordshire. The communications regulator, Ofcom, has announced that the OBL licence may, in principle, be varied to provide digital terrestrial instead of analogue transmissions and the Group is now exploring this opportunity further. The Company also holds licences to launch new analogue or digital local TV channels in Southampton, Portsmouth and Reading.

Overall, Milestone holds more Ofcom local TV licences (referred to as "RSL" licences) than any other company in the UK. All RSLs are 'free to air', enabling transmissions to be received on an ordinary TV (connected to an appropriate terrestrial aerial) without the need for a subscription. Milestone's RSL licences have now been extended until around 2011 at which time they will expire. OBL employs one full time staff member and primarily uses its own broadcast equipment at its Oxford-based production facilities. The majority of programming broadcast is library material owned or acquired by the channels.

In 2007, Milestone joined forces with other interested groups to launch “United for Local Television”, a new campaign group which is lobbying for local TV channels to be granted guaranteed access to the ‘Freeview’ (digital terrestrial) platform across the UK, rather than having to bid for new carriage agreements against other services as is currently proposed by Ofcom.

The current SIX TV website can be accessed at www.sixtv.co.uk

   
Directors 

A profile of each of the Directors of the Company is available by CLICKING HERE.

   
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 (comprising John Sanderson and Ian Lodwick) and a Directors’ Remuneration (comprising John Sanderson and Deborah White). The Audit Committee 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 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 (comprising John Sanderson and Deborah White) 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.
   
Admission Document A copy of the Company's original (2003) AIM admission document can be downloaded by CLICKING HERE.
   
Articles and Memorandum
A PDF version of the Company's Memorandum & Articles can be downloaded by CLICKING HERE.
   
Advisors & Bankers

• Nominated Advisor & Broker: Arden Partners PLC, Nicholas House, 3 Laurence Poutney Hill, London EC4R OEU

• Auditor: BDO Stoy Hayward LLP, Kings Wharf, 20-30 Kings Road, Reading, Berkshire RG1 3EX

• 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

     
Notifications

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 by CLICKING 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.

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 by CLICKING HERE.

 
     
Shares

Shares: 69,306,569 issued Ordinary Shares of 0.1 pence each. There are an additional 27,605,095 Deferred Shares of 9.9 pence each issued which are not admitted to trading on AIM, are non-transferable, have no rights attached and are valueless (it is intended that, in due course, all the Deferred Shares will be repurchased by the Company for an aggregate of £1 and cancelled). There are no shares held in treasury. 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.

   
Share price

Share price information on the Company is available on the Bloomberg website by CLICKING HERE.

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

At close of business on 05/12/08, 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 05/120/08 are set out in the News section of this website (please see the Notifications section above).

TRMK Estate Income Ltd (of which 4,166,666 are held by Bewen Nominees Ltd on behalf of Martin King)
12,690,155 (18.31%)
 
Deborah Jane White
7,606,698 (10.97%)
 
Reginald John Brealey (of which 6,800,000 are held by Prism Nominees Ltd)
7,325,000 (10.57%)
 
Magdalene Manikam (all held by Alliance Trust Pensions Ltd)
5,666,667 (8.18%)
 
CMH Management Ltd
4,261,734 (6.15%)
 
Susan Auden
4,166,667 (6.01%)
 
Compass Securities Limited
4,166,667 (6.01%)
 
John Godfrey
4,166,667 (6.01%)
 
Andrew Timms Craig (of which 497,583 are held by MGH Investments Ltd)
2,621,838 (3.78%)
 
Anish Sharma
2,500,000 (3.61%)
   
Percentage of securities not in public hands At close of business on 05/12/08, approximately 39.85 per cent 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 per cent or more of the Company's total issued share capital.
   
Financial Results & Circulars

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 by CLICKING HERE.

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

   
Restrictions on the transfer of shares The Group holds restricted television service licences which were originally issued by the Independent Television Commission (now Ofcom). Under the terms of these licences, Ofcom is empowered to revoke the licences if, as a result of the ownership of its shares, the Company is in breach of the Broadcasting Act 1990 (as amended) or the Communications Act 2003. Accordingly, the Articles of Association of the Company contain provisions both allowing the Directors to refuse to register any transfer of Ordinary Shares where any transferee may place the Company in breach of Ofcom's requirements or requiring any Shareholder whose shareholding risks placing the Company in such breach to dispose of their Shareholding. Details of these powers are set out in the Articles of Association and summarised in paragraph 4 of Part VIII of the Company's AIM Admission Document. Before purchasing Ordinary Shares it is the responsibility of investors to ensure that: (a) they do not fall within the category of disqualified persons under the Broadcasting Act 1990 (as amended); or (b) ownership of such Ordinary Shares does not result in the Company breaching any of the restrictions contained in the Broadcasting Act (or any successor legislation).
   
Brief History

The following is a brief overview of Milestone's main corporate activities since the Company's admission to AIM in July 2003.

Admission to AIM Milestone was admitted to AIM 1/7/03. The company originally had three separate divisions - a publishing division, a radio division and a television division, each with its own subsidiary companies.

OBL acquisition Milestone completed the acquisition of the 10 per cent shareholding of Oxford Broadcasting Limited it did not already own on 3/11/03.

London disposal Milestone completed the disposal of its two non-core radio stations (Time FM & Fusion 107.3 FM) in South East London on 14/1/04.

Local TV acquisition Milestone acquired the licences and assets of My TV Network Limited (Southampton and Fawley, two separate licences but providing the same service) and Portsmouth (an Ofcom licence held but not broadcasting) on 5/4/04. A further agreement to purchase some television broadcasting equipment was entered into on 28/6/04.

Placing Milestone announced it was raising a further £1.1 million through a placing of 5.5 million new ordinary shares on 17/2/05.

Reading 107 disposal Milestone announced it had sold its minority shareholding in Reading 107 FM on 25/8/05.

Kick/Kestrel disposal Milestone completed the disposal of its majority shareholdings in Kick FM (Newbury) and Kestrel FM (Basingstoke) on 17/2/06.

Rugby disposal Milestone completed the disposal of its majority shareholding in Rugby FM on 28/2/06.

Passion disposal Milestone completed the disposal of its 100 per cent shareholding in Passion Radio (Oxford) on 8/6/06. As part of the transaction, the Company agreed to continue to rent part of its Oxford TV premises to the radio station.

Property Weekly disposal Milestone completed the disposal of the Property Weekly series of newspapers (Oxfordshire & West Berkshire) on 11/9/06.

Tri Media disposal Milestone completed the disposal of the remainder of its publishing division on 15/9/06.

The Flex Milestone acquired 80 per cent of the issued share capital of The Flex (International) Limited on 15/1/08 and, following a strategic review, disposed of this holding 3/9/08.

Capital reorganisation and Subscription On 1/8/08 Milestone implemented a capital reorganisation and subscription for new shares and loan notes raising £300,000 and putting in place new authorities enabling the Board to undertake further subscriptions to support the future development of the Company.

Sports venture shareholders agreement On 29/09/08 the Company announced its wholly-owned subsidiary, Milestone Media Limited, had entered into an agreement to launch a new company, Nexstar League Limited, with Enrich Social Productions Limited.

Small subscriptions On 03/10/08 the Company announced a small subscription to raise £60,000 (before expenses). On 27/11/08 the Company announced a further small subscription to raise £132,870 (before expenses).

   
This section last updated date 08/12/08
   
 

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.