Character Regulatory News (CCT)

23 December 2013

The Character Group plc

("Character Group" or the "Company")

Director's share dealing

Transaction in Own Shares

Character Group (AIM:CCT.L) announces that on 23 December 2013 Kiran Shah, Group Finance Director and Joint Managing Director, has sold 665,250 Character Group ordinary shares at a price of 182p per share. This represents approximately 2.58 per cent. of the Company's issued share capital. Following the share sale Mr Shah's interest in the Company is 3,948,334 ordinary shares representing approximately 18.56 per cent. of the total voting rights of the Company. 

The Company is continuing its programme of buying back shares for cancellation and announces that it has acquired 465,250 Character group ordinary shares at a price of 182 pence per share (the "Ordinary Shares"). The Ordinary Shares represent approximately 2.1 per cent. of the current issued share capital of the Company (excluding those shares held in treasury). This purchase represents part of the sale of shares by Mr Shah, mentioned above.

The participation by Mr Shah in the buy-back programme is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The Independent Directors of the Company, who are independent of this deemed related party transaction for the purposes of the AIM Rules, having consulted with Charles Stanley Securities (the Company's Nominated Adviser), consider the participation of the relevant Executive Directors or their related parties in the buy-back programme to be fair and reasonable insofar as the Company's shareholders are concerned.

For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules, the total number of ordinary shares in issue as at the date of this notice (taking into account the Ordinary Shares purchased for cancellation by the Company announced above and excluding Ordinary Shares held in treasury) is 21,274,133 ("Revised Issued Voting Share Capital").

The Company has a total unutilised capacity to buy back up to a further 3,822,320 Ordinary Shares under the authority granted at the Annual General Meeting in January 2013.

Character Group holds 4,019,456 Ordinary Shares in treasury, representing approximately 18.89 per cent. of the Revised Issued Voting Share Capital, which do not carry voting rights.

The figure of 21,274,133 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or change to their interest, in the Company under the Disclosure and Transparency Rules.

Following the above mentioned buy-back, the interests of the Directors' in the issued share capital of the Company are as follows:

1. Included in the interests of K P Shah are his interests in Ordinary Shares held by Sarissa Holdings Limited, being 3,830,000 Ordinary Shares.

2. Included in the interests of R King are his interests held by Cedarberg Investments Limited, being 1,635,428 Ordinary Shares.

3. Included in the interests of J J Diver are 401,867 Ordinary Shares held by Mr Divers's Personal Pension Scheme.

4. Orbis Pension Trustees Limited is the Trustee of the Company's Employee Share Ownership Trust. Each of K P Shah, R King, J J Diver, J P Kissane and M S Hyde are deemed to be interested in such Ordinary Shares and voting rights by virtue of being within the class of beneficiaries defined by the Trust.