Acq. of The Really Useful Games Company Completed

Character Group PLC 4 April 2000 The Character Group PLC A Really Useful Acquisition Completed The Character Group PLC ('Character Group') announces that it completed the acquisition of the business and assets of The Really Useful Games Company ('RU Games') yesterday. The business will be integrated into Character Games Limited ('Character Games'), a new company formed specifically for that purpose. Prior to the acquisition of the games business, Hasbro, a leading U.S. Toy Manufacturer, held 20% of the equity of RU Games which forms part of Andrew Lloyd Webber's - The Really Useful Group. Character Group and Hasbro have concluded discussions pursuant to which it is anticipated will lead to Hasbro taking up to a 20% shareholding in Character Games within the next few weeks. As part of these arrangements it is envisaged that Hasbro will acquire the right of first refusal for distribution of new products outside the UK and Eire. In addition, the arrangements contemplate that both parties will enter into a put and call option agreement in respect of Hasbro's shareholding in Character Games. The purchase price payable under these option arrangements will be based upon the then value of Hasbro's shares in Character Games, with the maximum purchase price payable by Character Group of £1.2m if Hasbro exercise their put option. The purchase price can, at the election of Character Group, be satisfied by the issue of new ordinary shares in Character Group. The initial cash consideration for the acquisition of the games business paid on completion to RU Games was £50,000 with a further £613,000 to be paid over the next 6 months. The maximum level of consideration for the acquisition of the games business is £5.2m which is dependent upon the business achieving certain demanding turnover and profitability targets within the period to 31 December 2002. Up to £2.5m of this sum would be payable to management based upon profitability and up to £2m of this sum to the Vendor as a royalty based on turnover. In both circumstances such further amounts, over and above the initial cash consideration referred to above, can be satisfied, at the election of Character Group, by the issue of new ordinary shares in Character Group. Should Hasbro exercise their put option referred to above, the maximum consideration resulting from the acquisition of the games business and Hasbro's 20% shareholding in Character Games would be £6.4m. Established in 1995, the games business employs approximately 15 people and is involved in the design, development and distribution of licensed games such as 3-D sculptured puzzles and chess sets. Current licenses include The Simpsons, Friends and Looney Tunes. Mr Danny Kishon, the managing director of R U Games, becomes managing director of Character Games. In the year to 30th June 1998, RU Games reported unaudited sales of £5.92 million and pre-tax profits of £95,000. Net Assets at the same date were £1.25 million negative. Richard King, Chairman, Character Group said: 'We are very pleased to have completed this acquisition which we feel is a further significant step in our strategy of broadening our base of operations. Since the announcement of the conditional agreement to acquire the games business we have been delighted with the responses by our major customers who have been very complimentary about the product range and have indicated that they will support the new company. This, together with the interest shown by Hasbro in negotiating the right of first refusal for international sales, is further evidence of the strength of the range and the potential for the future.' Enquiries: Richard King, Chairman Hong Kong office: 00852 2341 3666, hotel: 00852 2375 1133/Mobile: 0836-250150 Kiran Shah, Group Finance Director Mobile: 0956-278522 The Character Group plc Tel: 0208-949 5898 Fiona Tooley, Director Mobile: 07785-703523 Citigate Dewe Rogerson Tel: 0121-631 2299 Daniel Bee Mobile: 07971 612028 Brown Lloyd James Tel: 0207-591 9610
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