Acquisition

CSS Stellar PLC
22 November 2001

CSS STELLAR PLC - LEADING TALENT AGENCY ACQUIRED

CSS Stellar plc ('CSS Stellar' or the 'Group'), the sports and entertainment
management and marketing group listed on the Alternative Investment Market of
the London Stock Exchange ('AIM'), today announced the acquisition of The
Peters Fraser & Dunlop Group Limited ('PFD' or the 'Company'), one of Europe's
leading talent agencies, for a total consideration of up to £22 million.

* PFD, which can trace its roots to 1924, operates from offices in Covent
  Garden, London.

* The Company has a blue chip client list, with an unusually broad
  representation of media talent in an industry which has significant barriers
  to entry.

* Clients include Alan Bennett, Richard Curtis, Michael Frayn, Robert Harris,
  Nick Hornby, Ewan McGregor, Tom Stoppard and Kate Winslet.

* PFD generated turnover of £6.6 million and adjusted profits before tax of £
  1.2 million in the year to 31st March 2001.

* Initial consideration of £11.9 million will be satisfied as to £5.4 million
  by the issue to the vendors of 2,037,735 new ordinary shares in CSS Stellar
  ('Consideration Shares'), £4 million in cash and £2.5 million in bank
  guaranteed loan notes ('Loan Notes')

* Further deferred consideration ('Deferred Consideration') up to a maximum of
  £10.1 million, may become payable and will be satisfied as to 75 per cent in
  CSS Stellar shares and 25 per cent in cash.

* Earnings enhancement is expected in the first full year of ownership

* Opportunities for significant growth in proprietary content for the Group.

Commenting on the acquisition, John Webber, Chairman of CSS Stellar, said:

'We have spent a considerable amount of time seeking the right acquisition in
a fragmented sector. PFD is a market leader, with an unrivalled reputation and
with a large number of prestigious clients and a skilled and loyal management
team. This acquisition will grow substantially the entertainment business
within the Group and provide an excellent platform from which to expand and
create further opportunities'.

Anthony Jones, Joint Chairman of PFD, said:

'I am delighted for all our clients and employees. The benefits for our
clients will be not only stability and continuity but access to a wider range
of skills and knowledge. As part of a larger Group, sharing many of our
longer-term objectives, we look forward to being in a position to capitalise
on the significant media market opportunities which lie ahead.'

Contact:

John Webber, Chairman                  CSS Stellar plc       020 7907 4520
Julian Jakobi, Chief Executive
Sean Kelly, Finance Director

Peter Watson                           Granville Baird       020 7488 1212

Ben Padovan                            Weber Shandwick       020 7329 0096
Belinda Yates


The Board of CSS Stellar is pleased to announce the acquisition of PFD, one of
Europe's leading talent and literary agencies for an initial consideration of
£11.9 million. Further consideration up to a maximum of £10.1 million may
become payable subject to the Company achieving pre-tax profit targets over a
sixteen month period ending 31st March 2003.


PFD's Business

PFD is one of Europe's leading talent agencies, with an unusually broad
representation of clients encompassing actors, authors, film and television
directors and producers, technicians, composers, playwrights and other artists
across a wide variety of media outlets.


The Company traces its roots to 1924 when the literary agency AD Peters was
established. Fraser & Dunlop was started in 1959 and the two businesses were
merged in 1988 to form PFD.


Drawing together years of successful relationship-building and client
servicing, PFD has continued to enhance its reputation in the entertainment
industry while further developing its impressive client list.


PFD's clients are currently represented by 28 agents across four principal
departments -Actors, Films and Television, Theatre and Books. The Company has
built a reputation for retaining its agents; the average length of service is
around 17 years.


PFD has also built a reputation for client retention, many clients remaining
with the Company throughout their careers.


At the same time, PFD has been successful in attracting new talent both as
agents and new clients.


The Company represents clients in the following areas:


Film and Television: This department represents writers, producers, directors
and composers and is also responsible for marketing client work outside the
UK.

Clients include Richard Curtis, Bill Forsyth and Mike Leigh.


Theatre: Clients include Alan Bennett, Michael Frayn, Nicholas Hytner and Tom
Stoppard.


Actors: Dawn French, Ewan McGregor, Jennifer Saunders and Kate Winslet are
amongst the wealth of talent represented by this department.


Books: The Company owns a proprietary interest in the estate of Evelyn Waugh
and other clients include Robert Harris, Nick Hornby, Ruth Rendell and Joanna
Trollope.


The four departments are under the day to day management of PFD's Managing
Director; a dedicated legal department advises on intellectual property and
commercial agreements.


Following the acquisition, the Company's directors and senior agents have
entered into new service agreements with the Company for up to three years.

Financial Information

                                          Year Ended 31 March (£'000s)
                                          1999            2000            2001
Turnover                                 5,458           6,183           6,591

                                   -----------     -----------     -----------
Audited Profit before Tax                  613             390              65

                                   -----------     -----------     -----------
Adjustments
Non-Recurring                              (4)             226             331
Excess Management remuneration             410             456             802
                                   -----------     -----------     -----------
                                           406             682           1,133

                                   -----------     -----------     -----------
Adjusted Profit before Tax               1,019           1,072           1,198

                                        ======          ======          ======



The Company has generated steady turnover growth over the last three years,
with no single client accounting for more than 2.5% of turnover in the latest
financial year, broadly split between departments. In any single year,
approximately 25% of turnover is derived from literary royalties and around
20% of turnover originates overseas, predominantly in the USA.


Trading in the current year has progressed well, in line with the Company's
expectations.


Net assets as at 31 March 2001 were £391,000.

Reasons for the Acquisition

One of the key strategic aims of the Group on flotation was to expand the
talent management operations of the business in the area of entertainment,
where the Group already represents Michael Parkinson and Anne Robinson.Today's
acquisition of PFD satisfies all the Group's key criteria for expansion and
brings with it a quality management team and client base which is unrivalled
in Europe.


In particular, this acquisition provides the opportunity for the enlarged
Group to increase significantly the proprietary content already owned and, in
doing so, further expand the marketing and television capabilities of the
business.


Consideration Payable

The initial consideration payable under the acquisition agreement is £11.9
million, to be satisfied as to £5.4 million by the issue of 2,037,735
Consideration Shares, £4 million in cash and £2.5 million in Loan Notes. The
Loan Notes are guaranteed by CSS Stellar's bankers, for a three year period.


As part of the acquisition, the Group has taken the opportunity to obtain new
bank facilities, in part to finance the cash consideration as well as to
provide enhanced working capital.


The Deferred Consideration, which is subject to an overall maximum of £10.1
million, is to be calculated with reference to the adjusted profits before tax
of PFD for the sixteen months ending 31st March 2003.The vendors of PFD will
receive additional consideration of £6.67 for every £1 that the adjusted
profits before tax of PFD are in excess of £400,000 over the four month period
1 December 2001 to 31 March 2002. This first amount of further consideration,
if any, will become payable following publication of the audited results for
the financial year ending 31 March 2002.


In addition, a second payment of Deferred Consideration of £6.67 for every £1
in excess of targeted adjusted profits before tax may become due to the
vendors of PFD provided the adjusted profits before tax of the Company exceed
£1,200,000, as confirmed by the published audited accounts of PFD for the
financial year ending 31 March, 2003.


The Deferred Consideration is to be payable as to 75% in new ordinary shares
and 25% in cash. The allotment price of any shares falling to be issued as
Deferred Consideration will be determined by taking the average middle market
closing price of a CSS Stellar share as derived from the Daily Official List
for the 30 days prior to issue. The deferred issue price is subject to the
following 'cap and collar' arrangement by reference to 265p, the price at
which the initial consideration shares were allotted (the 'Original Issue
Price') :

i)  In the case where the deferred issue price is 50 pence greater than the
    Original Issue Price, the deferred issue price will be the Original Issue
    Price plus 50 pence; and

ii) In the case where the deferred issue price is 50 pence less than the
    Original Issue Price, the deferred issue price will be the Original Issue
    Price less 50 pence.


Lock-In


Under the terms of a lock-in agreement, the vendors of PFD who hold one per
cent or more of the share capital of PFD immediately prior to acquisition have
agreed not to sell any CSS Stellar shares received as consideration for one
year following the date of allotment.


Update on current trading


Further to the statement on current trading in the interim announcement made
on 20 September, the Board of CSS Stellar is pleased to report that current
trading continues to be in line with expectations.


Listing Application


Application has been made for the 2,037,735 Consideration Shares to be
admitted to AIM. Admission of the Consideration Shares is expected and
dealings are expected to commence on 28 November 2001.