Character Group PLC
4 April 2000
The Character Group PLC
A Really Useful Acquisition Completed
The Character Group PLC ('Character Group') announces that it completed the
acquisition of the business and assets of The Really Useful Games Company ('RU
Games') yesterday. The business will be integrated into Character Games
Limited ('Character Games'), a new company formed specifically for that
purpose.
Prior to the acquisition of the games business, Hasbro, a leading U.S. Toy
Manufacturer, held 20% of the equity of RU Games which forms part of Andrew
Lloyd Webber's - The Really Useful Group.
Character Group and Hasbro have concluded discussions pursuant to which it is
anticipated will lead to Hasbro taking up to a 20% shareholding in Character
Games within the next few weeks. As part of these arrangements it is
envisaged that Hasbro will acquire the right of first refusal for distribution
of new products outside the UK and Eire. In addition, the arrangements
contemplate that both parties will enter into a put and call option agreement
in respect of Hasbro's shareholding in Character Games. The purchase price
payable under these option arrangements will be based upon the then value of
Hasbro's shares in Character Games, with the maximum purchase price payable by
Character Group of £1.2m if Hasbro exercise their put option. The purchase
price can, at the election of Character Group, be satisfied by the issue of
new ordinary shares in Character Group.
The initial cash consideration for the acquisition of the games business paid
on completion to RU Games was £50,000 with a further £613,000 to be paid over
the next 6 months.
The maximum level of consideration for the acquisition of the games business
is £5.2m which is dependent upon the business achieving certain demanding
turnover and profitability targets within the period to 31 December 2002. Up
to £2.5m of this sum would be payable to management based upon profitability
and up to £2m of this sum to the Vendor as a royalty based on turnover. In
both circumstances such further amounts, over and above the initial cash
consideration referred to above, can be satisfied, at the election of
Character Group, by the issue of new ordinary shares in Character Group.
Should Hasbro exercise their put option referred to above, the maximum
consideration resulting from the acquisition of the games business and
Hasbro's 20% shareholding in Character Games would be £6.4m.
Established in 1995, the games business employs approximately 15 people and is
involved in the design, development and distribution of licensed games such as
3-D sculptured puzzles and chess sets. Current licenses include The Simpsons,
Friends and Looney Tunes. Mr Danny Kishon, the managing director of R U
Games, becomes managing director of Character Games. In the year to 30th June
1998, RU Games reported unaudited sales of £5.92 million and pre-tax profits
of £95,000. Net Assets at the same date were £1.25 million negative.
Richard King, Chairman, Character Group said:
'We are very pleased to have completed this acquisition which we feel is a
further significant step in our strategy of broadening our base of operations.
Since the announcement of the conditional agreement to acquire the games
business we have been delighted with the responses by our major customers who
have been very complimentary about the product range and have indicated that
they will support the new company. This, together with the interest shown by
Hasbro in negotiating the right of first refusal for international sales, is
further evidence of the strength of the range and the potential for the
future.'
Enquiries:
Richard King, Chairman Hong Kong office: 00852 2341 3666,
hotel: 00852 2375 1133/Mobile: 0836-250150
Kiran Shah, Group Finance Director Mobile: 0956-278522
The Character Group plc Tel: 0208-949 5898
Fiona Tooley, Director Mobile: 07785-703523
Citigate Dewe Rogerson Tel: 0121-631 2299
Daniel Bee Mobile: 07971 612028
Brown Lloyd James Tel: 0207-591 9610
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