Further Issue of Equity

CSS Stellar PLC
4 July 2001


CSS STELLAR PLC - ISSUE OF EQUITY


CSS Stellar plc - Further Issue of Equity



On 20 June 2001, the board of CSS Stellar plc ('CSS Stellar' or the 'Company')
announced the acquisition of The GEM Group Inc ('GEM') for an initial
consideration of $9.5m (approximately £6.7m) plus a maximum deferred
consideration of $20.5m (£14.5m). Of the initial consideration, $9.1m
(approximately £6.4m) is attributable to GEM shareholders and the balance is
attributable to holders of share options in GEM.



The acquisition was conditional upon the approval of GEM shareholders in a
proxy vote, as required under SEC Regulations, which gives GEM shareholders
ten days to accept the terms of the acquisition.



The board of CSS Stellar is pleased to announce that as at 4:30pm on Tuesday 3
July 2001, valid acceptances under the offer had been received in respect of
1,348,500 GEM shares, representing the entire issued share capital of GEM.



The initial consideration under the acquisition agreement is based on the US
dollar rate of 1.4154 as quoted in the Financial Times on 3 July 2001 and will
be satisfied as follows:

  *         20 per cent. in cash; and

  *         80 per cent. by the issue and allotment, subject to admission to
trading on the Alternative Investment Market of the London Stock Exchange ('
AIM'), of 1,901,876 new ordinary shares of 50p each at 270p per share ( the '
Consideration Shares'). The Company has allotted 1,196,690 Consideration
Shares on completion of the acquisition and has unconditionally undertaken to
allot the balance of Consideration Shares pursuant to the terms of the
acquisition agreement.



In addition, and pursuant the terms of the acquisition agreement, the existing
share options in GEM will be converted to options over CSS Stellar shares.



In order to finance the cash proportion of the initial consideration payable
under the acquisition agreement, and conditional upon the acquisition being
approved by GEM shareholders, the Board of CSS Stellar announced its intention
to place 740,000 new ordinary shares (the 'Placing Shares') with institutional
and other investors at 270 pence per share.



Application has been made for 1,196,690 Consideration Shares and the 740,000
Placing Shares to be admitted to AIM.



Admission of 1,196,690 Consideration Shares and the 740,000 Placing Shares is
expected and dealings are expected to commence on 9 July 2001.


Enquiries:

Sean Kelly, CSS Stellar plc                               Tel: [phone]

sean.kelly@ css-stellar.com


Peter Watson, Granville Baird Limited                     Tel: [phone]

[e-mail]