Acquisition

CSS Stellar PLC
20 June 2001



   CSS Stellar plc (the 'Company') is a leading UK sports and entertainment
                              management group.


Acquisition of The GEM Group Inc ('GEM') for initial consideration of $9.5m 
(£6.8m) plus maximum deferred consideration of $20.5m (£14.6m)


Key points:

-     GEM is a leading North American consumer marketing consultancy
      specialising in sport

-     GEM provides CSS Stellar with a significantly enhanced presence in the
      USA and Canada, the largest sports marketing and consultancy market in
      the world

-     GEM has a blue chip customer base which includes Coca-Cola, Sears, Molson
      and UPS

-     The acquisition is expected to be earnings enhancing.

-     Rick Jones CEO of GEM will join the board of CSS Stellar following
      completion of the acquisition.

-     Proposed placing of 740,000 shares at 270p per share to raise
      approximately £2.0m




'The acquisition of GEM is a key milestone in the strategy to build a leading
global sports and entertainment management business. I welcome Rick to the
Board of the Company and I am confident that both he and his colleagues at GEM
will make a significant contribution to the continued success of the Group.',
John Webber, Chairman of CSS Stellar


'The combination of GEM with CSS Stellar represents a significant step in
achieving our strategic objective of developing a fully-fledged marketing
agency which specialises in using sport and entertainment to provide
integrated marketing solutions to multinational clients worldwide. The
management of CSS Stellar share this vision and I look forward to working with
them to deliver value for shareholders.', Rick Jones, CEO of GEM


                                                  20 June 2001
Enquiries:
Julian Jakobi, Chief Executive
Sean Kelly, Finance Director                  Tel: [phone]
CSS Stellar plc

Peter Watson/Matthew Davis                    Tel: [phone]
Granville Baird

Bobby Leach/Sarah Moriarty                    Tel: [phone]
Weber Shandwick Worldwide



                       Acquisition of The GEM Group Inc

                    Proposed placing to raise £2.0 million


The Board of CSS Stellar plc ('CSS Stellar' or the 'Company') is pleased to
announce the acquisition of The GEM Group Inc ('GEM') a leading US sports
marketing consultancy for an initial consideration of $9.5 million
(approximately £6.8m). Deferred consideration of up to a maximum of $20.5m
(approximately £14.6m) will be paid to the vendors of GEM on the achievement
of certain performance targets for the year ended 31 December 2001. The
maximum deferred consideration becomes payable if GEM's earnings before
interest, tax, depreciation and amortisation are not less than $3.0 million
for the year ended 31 December 2001. Upon completion of the acquisition, Rick
Jones, CEO of GEM, will join the Board of the Company.


About GEM


GEM, which is headquartered in Atlanta, is one of the leading marketing
consultancies in North America, specialising in sports marketing. GEM offers
its clients advisory services on the planning and implementation of marketing
strategies, particularly utilising sports to increase consumer brand
awareness.


GEM has a retained blue chip client base which includes major North American
corporations such as Coca-Cola, Sears, Molson, UPS, Kellogg's, DuPont and
Proctor & Gamble. Currently, the majority of the Group's revenues are derived
from four of these clients.


Recent marketing projects upon which GEM has advised include advising Bank of
America on the utilisation of its sponsorship of the Sydney Olympic Games,
implementing UPS' sponsorship of NASCAR and introducing NASDAQ as a sponsor of
the Women's Tennis Tour.


GEM was formed on 1 May 2000 following the merger of LANG & Associates
('LANG'), a Canadian event marketing and sales promotion agency and Corporate
Marketing Associates ('CMA'), a US sports and events marketing consultancy.
Since that date the Company has made two further acquisitions: Tip Nunn's
Events, Inc, a Denver based public relations agency and Studio One, Inc, a
Minneapolis based graphic design studio.


Financial information


For the 8 month period from 1 May 2000 to 31 December 2000 GEM recorded
audited net revenues of $10.7m and an audited loss after taxation of $1.6m and
as at 31 December 2000 had audited net assets of $1.9m. The Board believes
that the loss position recorded during this period resulted from significant
non-recurring costs largely associated with the merger of LANG and CMA.


The Board believes that the acquisition will be earnings enhancing.


GEM has historically earned the significant majority of its profits in the
second half of its financial year ended 31 December. This fact, together with
the similar, although less marked, seasonality of CSS Stellar's operations, is
expected to lead to a significant weighting of the enlarged group's profits
towards the second half of each year.


Strategic rationale for the acquisition


The Company outlined in its flotation prospectus, published in December 2000,
its intention to develop closer links with GEM by establishing a jointly owned
sponsorship and sales company. Since that time the merits of combining GEM's
operations, which are substantially North America based, with the largely
European operations of CSS Stellar have become increasingly clear.

GEM's operations are strongly complementary to CSS Stellar's; GEM provides a
marketing consultancy and advisory role primarily to multinational clients
while CSS Stellar provides marketing solutions through its sport and
entertainment management and sponsorship businesses. As both businesses
continue to grow the Board believes that the opportunities for cross selling
will expand. Furthermore, the acquisition is consistent with the aspirations
of both companies to develop operations on both sides of the Atlantic so as to
be able to service an increasingly globalising client base.


Consideration payable


The initial consideration payable under the acquisition agreement is $9.5m
(approximately £6.8m) to be satisfied 80 per cent in new ordinary shares in
the capital of the Company at 270p per share (being the average closing price
of the Company's shares over the preceding 30 days immediately prior to the
publication of this announcement as extracted from the Daily Official List)
and 20 per cent in cash.


The deferred consideration payable will equate to ten times GEM's audited
EBITDA, which is subject to an overall cap of $20.5 million, for the year
ended 31 December 2001 less the initial consideration, and debt outstanding as
at that date. Such additional deferred consideration will be payable 50 per
cent in cash, deferred for a year, and 50 per cent in shares. Existing share
options in GEM will be converted into options in CSS Stellar.


Placing


In order to finance the cash proportion of the initial consideration payable
under the terms of the acquisition agreement, the Board is proposing to place
740,000 new ordinary shares with institutional and other investors at 270
pence per share (being the average closing price of the Company's shares over
the preceding 30 days immediately prior to the publication of this
announcement as extracted from the Daily Official List). If such a placing
subsequently proves not to be in the best interests of shareholders, the Board
may elect to satisfy this cash requirement by utilising the existing resources
and facilities available to the Company. The initial consideration will fall
due for payment following the approval of GEM shareholders by proxy vote, as
described below.


GEM Shareholder approval


The acquisition is conditional inter alia upon the approval of GEM
shareholders in a proxy vote, as required under SEC Regulations. Under these
regulations, GEM shareholders will have ten days, commencing from the date of
the release of this announcement to accept the terms of the acquisition.
Accordingly, the latest date for receipt of proxies is 2nd July 2001, CSS
Stellar has already received irrevocable commitments to accept the terms of
the acquisition from shareholders holding more than 90 per cent of the GEM
common stock.


A further announcement will be made when the results of the proxy vote are
known.




Lock in


Under the terms of a lock in agreement the vendors of GEM have agreed not to
sell any CSS Stellar shares received from the initial or deferred
consideration for one year following the date of allotment.




                                                                  20 June 2001