Acquisition

CSS Stellar PLC 18 September 2002 18 September 2002 CSS Stellar plc ('CSS Stellar' or the 'Group') Acquisition of JR Financial Services Limited (to be renamed Stellar Financial Services). The Board of CSS Stellar is today pleased to announce the acquisition of the whole of the issued share capital of JR Financial Services Limited, a company which was incorporated in April 2002 and is to be renamed Stellar Financial Services. Stellar Financial Services ('SFS') will operate from Drury House, Covent Garden, sharing premises with CSS Stellar. SFS is being set up to provide specialist financial services to high net worth individuals. The company will complement and be a natural extension to the business of PFMA, the regulated financial services business and acquired by the Group just over a year ago. Initial consideration for the acquisition comprised the payment of £10,000 cash to the shareholders of JR Financial Services and the provision of financing facilities of up to £975,000. Further consideration may become payable following agreement of the accounts for the financial year ending December 31, 2004, subject to SFS meeting pre-tax profit targets over the next twenty-seven months, comprising the final quarter of 2002, and the 2003 and 2004 financial years ('target periods'). The maximum consideration which may become payable will be in shares and is subject to a maximum issue of 7,600,000 Ordinary Shares of 50p each in CSS Stellar ('Ordinary Shares'). The price at which any such shares are allotted will be calculated using the average of the middle market closing prices of an Ordinary Share in the Company on the Alternative Investment Market ('AIM'), as derived from the Daily Official List over the thirty dealing days prior to allotment. This is subject (1) to a 'cap' and 'collar' price of 300p and 250p respectively and (2) to a maximum value of £19,000,000. Target pre-tax profits are as follows: £250,000 for the final quarter of 2002, £2,750,000 for the 2003 financial year and £3,750,000 for the 2004 financial year ('target profits'). Provided pre-tax profit in each of the target periods is equal to or greater than the target profits, deferred consideration equal to the aggregate pre-tax profit divided by 2.5 and multiplied by 6 will be paid, subject to the overall maximum consideration. John Webber, Chairman of CSS Stellar said : 'We are excited by the acquisition of JR Financial Services and the complementary skills it will add to our businesses.' 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 This information is provided by RNS The company news service from the London Stock Exchange
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