IMSG Intl.Marketing

        
    Date: 13 January 2009
    On behalf of: International Marketing & Sales Group Limited ("IMSG" or "the Company")
     International Marketing & Sales Group Limited 
*  Adjournment of EGM *  Re-negotiation of acquisition agreements     International Marketing & Sales Group Limited (AIM
/ AktieTorget: IMSG), ("the Company") the emerging markets focused sales and marketing company, announces that its
extraordinary general meeting ("EGM") convened for 11.00am on 15 January 2009, is to be adjourned until 11.00am on 16
February, 2009, to allow time for the Directors to further consider the views of shareholders received since notice of
the EGM was circulated and provide an update to all shareholders prior to a vote being taken on the proposed delisting
of the Company's shares. A further announcement regarding the arrangements for the EGM will be made next week when a
circular with updated information and formal notice of the adjourned meeting will be sent to shareholders.IMSG also
announces that the Board is engaged in ongoing discussions with the sellers of shares in 8 of the 16 companies acquired
by IMSG over the past 3 years in order to re-negotiate the terms of the share purchase agreements entered into with
those parties, including in particular IMSG's forward commitments under contractual earn-out arrangements. Under current
contractual arrangements, these forward commitments are to be calculated by applying a multiple of 5-11 times previous
years' earnings, which the Board considers onerous in the present economic environment.The Board has so far reached
agreement with the sellers of shares in one of the acquired companies and agreement in principle with two other groups
of sellers to vary the terms of the respective acquisition agreements entered into with those parties. Specifically, the
Company has:sold its 70% stake in the Turkish company RPM Radar back to the original sellers for a consideration of
US$1.6m;
    reached agreement in principle with the sellers of shares in the Greek company V+O to vary the terms of the share
purchase agreement entered into on 20()September, 2007, such that a majority stake in V+O is returned to the original
sellers; andreached agreement in principle with the sellers of shares in the UK company Shared Value to vary the terms
of the share purchase agreement entered into on 21 December 2007 such that a majority stake in Shared Value is returned
to the original sellers.
    In the case of V+O and Shared Value, IMSG acquired 100% of the issued share capital of these companies at completion
against a payment of 50% of the estimated total purchase consideration. In each case, the earn-out element of the total
consideration payable by IMSG over the next 3 years is based on a multiple of net profit in the range of 8-11 times
previous years' earnings. The relevant parties have now agreed in principle that IMSG will return at least 51% stake in
each company to its original owners in consideration of the waiver of all future earn-out payments. IMSG will be
entitled to participate in future dividend distributions pro rata to final shareholdings. IMSG will also have the
continuing right to appoint directors to the board of each company. A further announcement will be made if and when
formal agreement is reached to vary the terms of the V+O and Shared Value share purchase agreements.
     For Further Information, please contact: 
 Terry Livingstone
 International Marketing & Sales Group Limited  Tel: + 44 20 7735 6788
 www.imsg.co.uk
                                                                         
 Andrew Best / Emily Bruning
 Shared Value Limited                           Tel: +44 (0) 20 7321 5010
 www.sharedvalue.net
                                                                         
 Mark Williams / Henry Fitzgerald-O'Connor
 Canaccord Adams Limited                        Tel: +44 (0)20 7050 6500
     Notes to Editors 
* IMSG was founded in 1996 and the Group was admitted to trading on AIM on 6 December 2005. IMSG is also listed on
AktieTorget in Sweden.* The Group's clients include multinational and first tier local companies operating in FMCG,
telecommunications, retail trade, banking and finance, automotive, consumer electronics and pharmaceutical industries.*
IMSG  currently has over 40 offices predominantly in emerging markets: Moscow, Saint Petersburg, Yekaterinburg, Kazan,
Nizhniy Novgorod, Novosibirsk, Rostov-on-Don, Samara, Krasnodar (Russia), Kiev (Ukraine), Almaty, Astana (Kazakhstan),
Dushanbe (Tajikistan), Tashkent (Uzbekistan), Erevan (Armenia), Belgrade (Serbia) Istanbul (Turkey), New Delhi, Mumbai,
Bangalore, Chennai, Kolkata, Hyderabad (India), Kuala Lumpur (Malaysia), Dubai (UAE), Doha (Qatar), Budapest (Hungary),
Bucharest (Romania), Athens (Greece), Sofia (Bulgaria) London (UK), Stockholm, Malmo (Sweden) and Barcelona (Spain).*
Further information about the Group is available on its website at: http://www.imsg.co.uk    

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