Result of Rights Issue

Character Group PLC
8 August 2001





                   THE CHARACTER GROUP PLC ('the Company')


                           RESULTS OF RIGHTS ISSUE




The Company announces that the 1 for 1 rights issue of up to 23,119,663 new
ordinary shares of 5 pence each ('Rights Shares') at 20 pence per Rights Share
as detailed in the circular to shareholders dated 22 June 2001 ('the
Circular') closed at 3.00pm on 7 August 2001.


The Company received valid applications in respect of 13,218,246 Rights Shares
from Qualifying Shareholders, which represents an aggregate take-up of
approximately 57.2 per cent. This includes the 11,639,633 Rights Shares which
represented the entitlements to Rights Shares which certain of the Executive
Directors and Toys Investment SA ('TISA') irrevocably undertook to take up
('the Committed Shares'). Furthermore, TISA will be subscribing for the
maximum number of Underwritten Shares, being 4,950,000 Rights Shares, in
addition to its share of the Committed Shares referred to above.


A total of 18,168,246 Rights Shares are to be issued pursuant to the Rights
Issue. This represents 78.6 per cent. of the maximum number of Rights Shares
issuable pursuant to the Rights Issue and results in an enlarged issued
ordinary share capital of 41,287,909 Ordinary Shares. The balance of the
Rights Shares not so taken up or subscribed, being 4,951,417 Rights Shares,
have not been underwritten and will therefore not be allotted or issued.


The Refinancing Proposals (namely the Rights Issue and the £4.6 million
Convertible Loan Note as described in the Circular) have therefore raised
approximately £7.84 million (net of expenses) for the Company.


It is expected that definitive share certificates in respect of the Rights
Shares will be despatched to shareholders by 15 August 2001.


A schedule of Directors' interests following the Rights Issue is attached as
an appendix to this announcement.


Definitions used in the Circular apply in this announcement unless the context
otherwise requires.










8 August 2001




Appendix

Directors' interests                           Number of
                                                                  Percentage of

                                         Ordinary Shares
                                                                 enlarged share
                                                                        capital

R. King 1                                      5,345,428
                                                                         12.95%

E. Preziosi 2                                 11,885,898
                                                                         28.79%

K.P. Shah 3                                    6,620,000
                                                                         16.03%

J.J.P. Kissane                                 1,947,300
                                                                          4.72%

J.J. Diver                                     2,130,640
                                                                          5.16%

M. Cellai                                              -
                                                                              -

I.S. Fenn                                          9,000
                                                                          0.02%

Lord Birdwood                                      8,750
                                                                          0.02%

The Trustees of the TOPS pension fund 4          300,000
                                                                          0.73%

Orbis Pension Trustees Limited 5                 285,000
                                                                          0.69%

Total                                         28,532,016
                                                                         69.11%





Notes:


 1. Included in the interests of R. King are his interests in 885,428 Ordinary
    Shares held by Cedarberg Investments Limited and 320,000 Ordinary Shares
    held by Mrs M.H. King (the spouse of Mr. King).

 2. Included in the interests of E. Preziosi are the interests of TISA in
    11,885,898 Ordinary Shares

 3. Included in the interests of K.P. Shah are the interests of Sarissa
    Holdings Limited in 6,620,000 Ordinary Shares.

 4. Each of R. King, K.P. Shah and J.J. Diver are beneficiaries under these
    pension scheme arrangements and are each, accordingly, interested in the
    pension scheme's holding of Ordinary Shares.

 5. The Trustee of the Company's Employee Share Ownership Trust. Each of the
    Executive Directors is deemed to be interested in such Ordinary Shares by
    virtue of being within the class of beneficiaries defined by such Trust.