CSS Stellar PLC
28 February 2001
CSS Stellar plc ('CSS Stellar' or 'CSS' or 'the Company' or 'the Group')
ACQUISITION OF MINORITY INTEREST
CSS Stellar, the specialist sports and entertainment management group, is
pleased to announce the acquisition of the remaining 25 per cent. of the
issued share capital it does not already own of Icon Display Limited ('Icon')
from the directors of Icon ('the Acquisition').
Icon specialises in sponsorship signage and has built up a strong client base
including, amongst others, European golf tournaments such as the European Open
and The Open Championship, the England and Wales Cricket Board, the Epsom
Derby as well as the perimeter advertising for UEFA Champions League games.
The initial consideration of £675,000 will be satisfied through the issue of
296,000 new ordinary CSS shares at 228p, being the level at which agreement
was reached between the Company and John Francis on 24 January 2001 as to the
terms of the Acquisition on which both parties were willing to proceed.
Application has been made for these shares to be admitted to trading on the
Alternative Investment Market of the London Stock Exchange ('AIM') and
dealings are expected to commence on 6 March 2001.
In addition, up to £325,000 of deferred consideration is payable, in shares or
in cash, should the aggregate of pre-tax profits of Icon over the three
financial years ending 31 December 2001, 2002 and 2003 respectively, exceed
the performance targets set.
Icon had net assets of approximately £453,000 as at 31 August 2000 and made a
pre-tax profit of approximately £441,000 for the 8 months ended 31 August
2000.
The directors of CSS expect the Acquisition to enhance the Group's earnings
per share in the current financial year. A growing and significant proportion
of Icon's business is now generated in the sports and entertainment area
providing for enhanced cross-selling opportunities amongst Group companies.
The directors of CSS believe that Icon, as a wholly owned subsidiary of CSS,
will be better placed to consolidate its strong position in a highly
fragmented market. John Francis will continue in his role as managing director
of Icon and his industry experience and reputation will continue to create
value for the Group.
Due to the position of John Francis as a director and substantial shareholder
of a subsidiary of CSS, and Keith Goodwin and Andrew Hodson as directors of a
subsidiary of CSS, this acquisition constitutes a related party transaction
under the AIM Rules. Accordingly, the terms of the transaction have been
considered by the directors of CSS, having consulted with Granville Baird, the
Company's Nominated Adviser, and, in the opinion of the directors of CSS, such
terms are fair and reasonable so far as the shareholders of CSS are concerned.
For further information, please contact:
CSS Stellar Tel: 020 7907 4520
Sean Kelly sean.kelly@css-stellar.com
Granville Baird Tel: 020 7488 1212
Peter Watson peter.watson@granvillebaird.com
Shandwick International Tel: 020 7329 0096
Bobby Leach bleach@shandwick.com
Ends
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