Summary of Interim Results

Character Group PLC 29 May 2001 Issued by Citigate Dewe Rogerson Ltd, Birmingham Date: Tuesday, 29 May 2001 IMMEDIATE RELEASE The Character Group PLC ('Character Group' or 'the Company') Summary of interim results, trading update, refinancing proposals and board changes Summary of interim results to 28 February 2001 On the 24th January this year, it was announced that Christmas trading had been disappointing. The difficult trading conditions for the Group have continued and have contributed to a net loss before taxation for the interim period ended 28 February 2001 of £1.9 million on sales of £36.6 million. It is not therefore proposed to pay an interim dividend. These results, whilst on the surface disappointing, nevertheless show a substantial improvement on the corresponding figures for the same period last year where, for the half year to 29 February 2000, the Group recorded a net loss of £5.95 million on sales of £49 million. Trading update The Group, as a whole, has made steady progress through the year to date albeit at a significantly slower pace than originally envisaged. It is expected that the Group will continue to make progress in the second half of this financial year. However, due to the difficult trading which has been exacerbated by cash constraints caused in part by a reduction in the Group's working capital facilities and the resultant delay in the introduction of new product ranges, it is now expected that the Group will not make a profit for the full year. Refinancing proposals Action is currently being taken to improve the Group's balance sheet which has been severely weakened by the poor trading results over the past 18 months. Toys Investment SA ('TISA'), which currently owns 15.0% of the Company's issued share capital, has agreed to provide the Group with a short term loan facility, on normal commercial terms, of £2.5 million. It is proposed that, subject to shareholder approval, this loan will be substituted by a £4.6 million convertible loan. This loan is to be convertible within 3 years from the date of issue at a price of 40p per share. TISA has undertaken not to convert the loan and proposes to assign the loan to a third party investor that is independent of the Directors and TISA at a later date. The Company is also close to finalising the terms of a rights issue which will be made at a significant discount to the current market price. It is intended that the executive Directors and TISA (who, in aggregate, own approximately 51.6% of the shares in issue) will take up their rights in full. TISA has agreed, in principle, to underwrite certain of the remainder of the rights issue, such that TISA will own, in aggregate, not more than 29.9% of the Company's issued share capital following the rights issue. continued... -2- Both the convertible loan and the rights issue are subject to the approval of shareholders and it is expected that a circular setting out, inter alia, full details of the refinancing proposals will be sent to shareholders by no later than 15 June 2001. Following completion of these refinancing proposals, the Directors believe that the Group will be sufficiently capitalised to enable it to return to its previous growth pattern. Board Changes Pursuant to the refinancing proposals outlined above, Enrico Preziosi, Chairman of the Italian toy company Giochi Preziosi S.p.A and currently a non-executive director of the Company, has agreed to become Chief Executive Officer of Character Group. In addition, Maurizio Cellai, Managing Director of Giochi Preziosi S.p.A, has agreed to join the Board of Character Group as a non-executive director. Both of these appointments are to become effective immediately. Group prospects Primarily due to the strength of the current product range, the Directors have every reason to believe that trading for this coming Christmas season will be substantially better than last year and this, combined with a significant reduction in overheads, should enable the Group to improve its trading performance over time. 29 May 2001 Enquiries: Richard King, Chairman Fiona Tooley, Director Kiran Shah, Finance Director Citigate Dewe Rogerson Ltd The Character Group PLC Tel: 0121 455 8370 Tel: 020 8949 5898 Mobile: 07785 703523 Mobile: 07836 250150 (RK) Mobile: 07956 278522 (KS)
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