CSS Stellar PLC
6 December 2001
6 December 2001
CSS Stellar plc (''CSS Stellar'' or the ''Group'')
ACQUISITION OF MINORITY INTEREST
CSS Stellar, the specialist sports and entertainment management and marketing
group, is pleased to announce the acquisition of the outstanding 24 per cent.
of the issued share capital it did not already own in CSS Stellar
Entertainment Limited (''CSSEL'') from David Heartfield and Vanessa
Heartfield.
CSSEL previously organised the Greenwich Millennium Party and the AXA Final
Ball at Wembley. More recently, CSSEL has been involved in staging a summer
concert series at stately homes in England. The concerts have included
performers such as Dame Shirley Bassey, Chris de Burgh and Bryan Ferry.
The Directors of CSS Stellar consider the purchase of the minority interest in
CSSEL to be a timely acquisition, following on from the recent acquisition of
the premier talent agency, The Peters Fraser and Dunlop Group Limited (''PFD'')
announced on 22 November 2001. The addition of PFD will facilitate
further cross-selling and integration opportunities for the existing
entertainment parts of the Group, which CSSEL will be better placed to take
advantage of as a wholly-owned subsidiary.
An initial consideration of £19,000 has been paid in cash to David Heartfield
and Vanessa Heartfield for the purchase of the minority. Further consideration
up to a maximum overall payment of £300,000 may become payable, depending on
the profits achieved over the three financial years ending 31 December 2003.
Any further consideration will be satisfied by an issue of CSS Stellar
Ordinary Shares of 50p each and will be payable following completion of the
audited accounts for the year ending 31 December 2003. Further consideration
will represent a multiple of two times the aggregate profits after taxation
achieved over the three-year period.
CSSEL made a profit after taxation of £36,000 on sales of £2,014,000 in the
year ended 31 December 2000. At the same date, CSSEL had net assets of £44,000.
David Heartfield is a related party under the rules of the Alternative
Investment Market of the London Stock Exchange (''AIM Rules'') since he is
both a director and shareholder in a Group subsidiary. In addition, John
Webber and Julian Hill are both directors of CSSEL and CSS Stellar.
Accordingly, the terms of the transaction have been considered by the
independent Directors of CSS Stellar, having consulted Granville Baird
Limited, the Group's nominated adviser and, in the opinion of the independent
Directors of CSS Stellar, such terms are fair and reasonable so far as the
Group's shareholders are concerned.
For further information, please contact:
Sean Kelly 020 7907 4520
CSS Stellar
Peter Watson 020 7488 1212
Granville Baird Limited
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