THE MARKETING GROUP PLC ACQUIRES ULYSSES LTD, EXTENDING GLOBAL REACH INTO U.S MARKET


  · Acquisition of Ulysses Ltd marks a watershed moment for The Marketing Group
Plc as it establishes position in the U.S with subsidiary marketing businesses
Wilkin Marketing and Skye.
  · With the acquisition of Ulysses Ltd, The Marketing Group Plc also acquires
its subsidiaries Marker Metro, an application and game development studio based
in New Zealand, and Clickverta, an inbound marketing consultancy bring new
skills to the group.
  · Earnings per share will increase from 12.9 cents to 19.5 cents post
acquisition.
  · EBITDA will increase by approximately 2.08m Euros in exchange for a share
capital increase of approximately 4.5m shares (at a strike of 4.15 per share,
with a total value of 18,582,781 Euros).
  · A 10-day volume weighted average was used to determine the strike price of
the purchase shares, giving a share price of 4.15 Euros per share.
  · EBITDA of the group will increase by approximately 89% in exchange for a
share capital increase of approximately 25%.

Stockholm, July 25th 2016 - The Marketing Group plc, a 360 digital company,
today announces the strategic acquisition of Ulysses Ltd and its subsidiary
businesses Wilkin Marketing (promotional marketing) and Skye (multimedia
training solutions) in a move that establishes the group’s U.S presence and
extends its geographical footprint to new markets.

Along with the U.S based marketing businesses, Ulysses Ltd consists of two other
subsidiary businesses – Marker Metro, which brings unparalleled technology
skills and a stake in the massive mobile app and branded gaming space, and
Clickverta, an inbound marketing agency with a strong Nordic presence.

The deal to acquire Ulysses Ltd and its subsidiaries was agreed at a strike
price of 4.15 Euros per share, with a total value of 18,582,791 Euros. Following
this acquisition, the total number of ordinary shares issued by The Marketing
Group will increase from 18,212,787 to 22,690,566. This requires the creation of
4,477,779 new ordinary shares, over 50% of which will be subject to a 360-day
lockup period.

A 10-day volume weighted average was used to determine the strike price of the
purchase shares, giving a share price of 4.15 Euros per share. The acquisition
will increase the EBITDA of the group by approximately 89% in exchange for a
share capital increase of approximately 25%.

Jeremy Harbour, Executive Chairman of The Marketing Group comments, “I am
delighted to welcome the new members to the group. It represents a major step
forward in both size and geography, and also to have been able to complete our
second major acquisition before our two month mark is testament to the value of
the model. I am now very confident that many more companies will soon join our
ranks and cement our position as an important global player in the marketing
services space.”

The acquisition is part of The Marketing Group’s strategic portfolio approach –
the agglomeration model - designed to offer clients a true, global marketing
service with a full spectrum of specialist services and world-class talent.  It
marks a further step towards The Marketing Group’s declared goal of developing
its networks in fast growth markets and across key sectors.

Financials

+-------------------------------------------+----------+
|EBITDA (The Marketing Group) for Year 2016*|2,349,875 |
+-------------------------------------------+----------+
|EBITDA (Ulysses) for Year 2016*            |2,087,953 |
+-------------------------------------------+----------+
|Post-acquisition EBITDA (pro forma)        |4,437,828 |
+-------------------------------------------+----------+
|Earnings Per Share (Current)               |12.9 cents|
+-------------------------------------------+----------+
|Earnings Per Share (Post-acquisition)      |19.5 cents|
+-------------------------------------------+----------+

*Based on forecast pro forma of all companies as if they were all contributing
to the periods listed

ULYSESS Group Headline Financials adjusted to Euros*


2015                                                          2016E

+-----------------+---------------+-------------+---------------+-------------+
|Company          |Turnover(Euros)|EBITDA(Euros)|Turnover(Euros)|EBITDA(Euros)|
+-----------------+---------------+-------------+---------------+-------------+
|Wilkin Marketing*|3,354,810      |222,591      |4,008,840      |580,357      |
+-----------------+---------------+-------------+---------------+-------------+
|Skye             |1,074,252      |142,168      |1,221,467      |295,562      |
+-----------------+---------------+-------------+---------------+-------------+
|Clickverta       |536,958        |157,594      |636,958        |207,594      |
+-----------------+---------------+-------------+---------------+-------------+
|Marker Metro     |2,662,790      |830,747      |2,431,069      |1,004,441    |
+-----------------+---------------+-------------+---------------+-------------+
|TOTAL            |7,628,810      |1,353,100    |8,298,335      |2,087,953    |
+-----------------+---------------+-------------+---------------+-------------+

*Pending tax and valuation consideration

ULYSSES LTD GROUP COMPANIES

MARKER METRO LTD

Founded by Keith Patton (CEO and Microsoft Regional Director) and Jon Beattie
(Director) in 2011, Marker Metro Ltd creates chart-topping games and world-class
apps for top publishers and brands.

Renowned for deep application technical skills, creative flair and an
unflinching attention to detail, Marker Metro is trusted in the delivery of high
profile cross platform applications across Windows, iOS, Google Play and Amazon
platforms.

Marker Metro is also one of the world’s leading game porting and co-development
studios delivering major games for top US publishers across any mobile or TV
based gaming platform.

Headquartered in Auckland, New Zealand, Marker Metro has major clients across
New Zealand, Australia, US and the UK serviced by a dedicated team of producers,
developers, artists, designers and quality assurance staff.

Key Client experience includes Disney Mobile, Commonwealth Bank and Air New
Zealand.

WILKIN MARKETING

Founded by Rusty Donohoo, Wilkin Marketing is a full service marketing firm,
specialising in direct mail and promotional marketing with a focus on the
Gaming, Retail, Travel, & Hospitality industries.

Wilkin Marketing offers a complete array of marketing products and services -
from full-service agency services to in-house variable data print direct mail
production. Wilkin Marketing has developed fully integrated kiosks solutions
that are self-coping with a loyalty interface that allow guests to spend more
time enjoying the business rewards and less time waiting in lines.

Along with its partner Mail America, they have developed thousands of
promotions; sent millions of targeted communication via direct mail, email, and
SMS text; and installed hundreds of kiosks throughout the United States and
Canada.

Wilkin Marketing can assist in database marketing activities – from segmentation
to re-investment optimization. It can also assist with e-marketing efforts –
from PURL’s to website creation to targeted email marketing, SMS/text marketing
and social media marketing. Each Kiosk is custom designed to meet clients’
needs.

Key client experience includes American Sales Industries, Canadian Upsell, Rebs
Mail and Fuccillo Kia of Cape Coral.

SKYE MULTIMEDIA

Founded by Seth Oberman, CEO and Owner in 1995, Skye MM, LLC (Skye) delivers
training solutions with a specific focus on the Healthcare industry. The team
consists of instructional designers, writers, graphic designers, animators,
developers, and project managers who provide end-to-end delivery of business
solutions.

Skye was formed in April of 1995 and has developed hundreds of training
applications for many of today’s Fortune 1000 companies.

From 2006 to 2014 Skye was a wholly owned subsidiary of SmartPros Ltd. (NASDAQ:
SPRO). SmartPros was recently acquired by Kaplan, Inc., the global education
services company and largest subsidiary of Graham Holdings (NYSE:GHC). In
January 2015 Skye once again became privately owned forming officially as Skye
MM, LLC.

Key client experience includes Deloitte, Morgan Stanley, Novartis, KPMG and
Pfizer.

CLICKVERTA

Founded by James Downton and based in Lithuania, Clickverta is an International
Performance Marketing Consultancy that engineers predictable sales revenue for
premium service B2B businesses and B2B SaaS companies.

Fast growth B2B companies rely on a fresh supply of highly qualified leads into
their business, and through our the Clickverta Methodology™, they help
businesses better understand their audience, and better communicate the value of
their services.

Key client experience includes LNK, JSC, Rabota dlia vas, ODO and Nestle
Baltics.

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 half
of 2016, The Marketing Group acquired 9 companies with specialist skills and
geographical reach. 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. For more information, please visit the
Company’s website www.marketinggroupplc.com. The Company’s share is listed on
Nasdaq First North Stockholm from 8 June 2016 and Mangold Fondkommission AB, +46
8-5030 15 50, is the Company’s Certified Adviser and liquidity provider.

FOOTNOTE:

Jeremy Harbour and Callum Laing abstained from voting on the acquisition due to
a commercial conflict of interests; James Downton and Charles Bartholomew
abstained from voting due to a management conflict of interests, the vote to
acquire Ulysses was carried by the remainder of the board unanimously. There are
no materially declarable new clients, shareholders or suppliers as a result of
the transaction.

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