Acquisition

CSS Stellar PLC
29 April 2002


Under embargo for 08.00am                                        29 April 2002

CSS Stellar plc: Acquisition of Craigie Taylor International, a UK based sports
                          and leisure marketing agency

                            Formation of GEM Europe

The Board of CSS Stellar plc ('CSS Stellar' or the 'Company') is pleased to
announce the acquisition of Craigie Taylor International ('Craigie Taylor' or
'CTI'), a specialist sports and leisure marketing agency for an initial
consideration of £3.45 million and a maximum deferred consideration of up to
£6.55 million, based on the achievement of certain performance targets for the
years ending 31 December 2002 and 2003 (the 'Acquisition').

Following the Acquisition, Craigie Taylor will be renamed GEM Europe and will
form the European arm of The GEM Group ('GEM'), the Atlanta based sports and
consumer marketing consultancy acquired by CSS Stellar in July 2001. GEM Europe
will act as the springboard for CSS Stellar's expansion into the wider European
marketplace enabling it to capitalise on the considerable opportunities within
sports and leisure marketing.

The Board expects the Acquisition to be earnings enhancing in the year to 31
December 2002.

About Craigie Taylor

Craigie Taylor, formed in 1984, specialises in sponsorship implementation in the
sports and leisure industry and currently employs forty-five people at its
office in Guildford, Surrey. CTI provides sports marketing services to the
football, motorsport, cricket, rugby, sailing and horse racing markets.

CTI's management has been successful in building strong relationships with its
clients, including its handling of Vodafone's sponsorship of English cricket for
the last five years and negotiating the current four-year shirt sponsorship deal
with Manchester United. CTI also brokered the sponsorship deal for US owned, TXU
Energy, current sponsors of Ipswich Town Football Club.

Craigie Taylor has over 20 other clients including The Times, UGC Cinemas and
Crest Nicholson.

Following the Acquisition, Kate Waterfall, Managing Director of CTI, will become
Chief Operating Officer for GEM Europe and Marcus Robertson, who founded the
Craigie Taylor business after starting his career at CSS International, will
become Non-Executive Chairman of GEM Europe.

Strategic rationale for the Acquisition

The Acquisition delivers on the Company's strategy to develop a leading global
sports and entertainment management and marketing business. The deal provides
CSS Stellar's marketing consultancy division with a fully operational European
head office. Most importantly, it will provide GEM with the capability to both
service international clients in Europe and offer CTI's corporate clients
consultancy services in North America for the first time. London-based employees
of this division will relocate on completion of the Acquisition to CTI's offices
to begin the integration process. Chris Carroll, Vice President Europe, will
also be moving from GEM's Atlanta office to manage the Pan-European activities
of the enlarged division.

Financial information

For the financial year to 31 December 2001, CTI recorded turnover of £3.7
million and made a profit before taxation of £310,000, having adjusted for
non-recurring items. As at 31 December 2001, CTI had net assets of £117,000.

In the previous financial year, CTI made an adjusted profit before taxation of
£449,000 on turnover of £4.1 million.

Consideration payable

The initial consideration payable under the acquisition agreement is £3,450,403,
of which £1,350,403 is to be satisfied in cash. The remaining £2,100,000 is to
be satisfied by the issue of 840,000 new ordinary shares of 50p each in the
capital of the Company at 250p per share (the 'Consideration Shares').

The deferred consideration payable of up to £6,550,000 is subject to CTI
achieving profits before interest and taxation ('PBIT') of at least £1,065,000
and gross profits of £4,950,000 over the two years ending 31 December 2003, and
will be paid in CSS Stellar shares on a multiple of between seven and ten times
PBIT. The number of shares to be issued to satisfy any deferred consideration
payable will be subject to a cap and collar arrangement of 70p above or below
250p, as the case may be.

Lock-in

Under the terms of the acquisition agreement the vendors of CTI have agreed not
to sell any CSS Stellar shares received as part of the consideration for a
minimum of one year following completion of the Acquisition.

Commenting on the Acquisition, Julian Jakobi, CEO, said:

'Since we acquired GEM last Summer, we have been looking for a complementary
business on which to build its European presence. CTI brings some blue-chip
clients as well as an enthusiastic and committed team with whom we at CSS
Stellar have worked for many years. I welcome them to the Group.

'Over the next four years, the Summer and Winter Olympic Games, the European
Football Championships (Euro 2004) and the 2006 World Cup will all take place in
Europe. GEM Europe will be well positioned to capitalise on these significant
sporting events, as well as continuing to build on the activities currently
undertaken by the Group.'

Listing application

Application has been made for the 840,000 Consideration Shares to be admitted to
trading on AIM. Admission of these shares is expected and dealings are expected
to commence on 30 April 2002.

Additional issue of equity

Further to CSS Stellar's acquisition of The GEM Group in July 2001, part of the
deferred consideration payable relating to the financial year ended 31 December
2001 has become due for payment following the publication of the results of the
Company for that period. CSS Stellar will be issuing GEM employees with 109,903
new ordinary shares in the capital of the Company at 251.9p per share (being the
average closing price of the Company's shares over the preceding 30 trading days
immediately prior to 18 April 2002 as extracted from the Daily Official List).

Application has been made for the 109,903 new ordinary shares to be admitted to
trading on AIM. Admission of these shares is expected and dealings are expected
to commence on 2 May 2002.

Information on CSS Stellar

At an Extraordinary General Meeting held on 17 April 2002, resolutions were
passed which approved the placing and open offer to raise £9.4 million (net of
expenses). The Annual General Meeting of CSS Stellar will be held on 17 May
2002, at which time it is expected that the Board will provide an update on
current trading.


                                    - Ends -

Enquiries:
CSS Stellar plc                                                   020 7078 1400
Julian Jakobi, Chief Executive
Sean Kelly, Finance Director and Deputy Chief Executive

Weber Shandwick Square Mile                                       020 7950 2800
Ben Padovan or Sally Lewis



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