Character Regulatory News (CCT)

26 September 2014

The Character Group plc

("Character Group" or the "Company")

Exercise of share options and dealing in ordinary shares by Directors

Transaction in Company's own shares

Grant of options to an executive Director

Character Group (AIM: CCT) announces that yesterday it received notification from certain executive Directors of the Company of the exercise by them of share options granted to them under the Company's 2006 Share Option Plan (the "Plan") and the subsequent sale of certain of such shares, as follows:

· Richard King, Chairman, has exercised options in respect of a total of 362,999 Ordinary Shares of 5p each in the Company ("Ordinary Shares"); 203,000 at an exercise price of 63p per share and 159,999 at an exercise price of 35.5p per share. He subsequently sold 362,999 of such Ordinary Shares in the market at a price of 213 per share.

· Kiran Shah, Group Finance Director and Joint Managing Director, has exercised options in respect of a total of 362,999 Ordinary Shares; 203,000 at an exercise price of 63p per share and 159,999 at an exercise price of 35.5p per share. He subsequently sold 240,999 of such Ordinary Shares in the market at a price of 213p per share.

· Jonathan Diver, Group Marketing Director and Joint Managing Director, has exercised options in respect of a total of 483,000 Ordinary Shares; 183,000 at an exercise price of 63p per share and 300,000 at an exercise price of 35.5p per share. He subsequently sold 303,000 of such Ordinary Shares in the market at a price of 213p per share.

· Joseph Kissane, Managing Director of Character Options Limited, has exercised options in respect of a total of 483,000 Ordinary Shares; 183,000 at an exercise price of 63p per share and 300,000 at an exercise price of 35.5p per share. He subsequently sold 483,000 of such Ordinary Shares in the market at a price of 213p per share.

Accordingly, a total of 1,691,998 Ordinary Shares (the "Option Shares") were allotted to these Directors by the Company on 25 September 2014, to satisfy such option exercises. The Option Shares rank pari passu with the existing issued Ordinary Shares. The Option Shares have been admitted to trading on the AIM market of the London Stock Exchange plc pursuant to an existing block listing.

In continuation of the buy-back programme conducted by the Company in recent years, the Company announces that yesterday, 25 September 2014, it acquired 1,425,972 Ordinary Shares for cancellation at a price of 213p per share, representing approximately 6.18 per cent. of the issued share capital of the Company (taking into account the issue of the Option Shares but excluding shares held in treasury). This purchase includes 1,321,998 of the Option Shares sold yesterday by Richard King, Kiran Shah, Jonathan Diver and Joseph Kissane. The participation by executive Directors 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 Directors of the Company, with the exception of Richard King, Kiran Shah, Jonathan Diver and Joseph Kissane, having consulted with Charles Stanley Securities (the Company's Nominated Adviser), consider that the participation of the relevant executive Directors 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 issue of the Option Shares and the purchase of Ordinary Shares for cancellation by the Company announced above but excluding Ordinary Shares held in treasury) is 21,651,684 ("Revised Issued Voting Share Capital").

The Company has also been notified that Michael Hyde, Managing Director of Character Group's Far East Operations, yesterday purchased 28,000 Ordinary Shares at a price of 213p per share, representing approximately 0.13 per cent. of the Revised Issued Voting Share Capital.

Following the above mentioned exercise of share options, the sale of Option Shares and purchase of Ordinary Shares, the interests of the Directors in the Revised Issued Voting Share Capital are as follows:

Notes:

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

2. included in the interests of K.P. Shah are the interests of Sarissa Holdings Limited in 3,830,000 Ordinary Shares.

3. included in the interests of J.J. Diver are 551,867 Ordinary Shares held by Mr Diver's personal pension scheme;

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

The Company also announces that, upon the recommendation of the Company's Remuneration Committee, the Board yesterday granted Michael Hyde an option over a total of 100,000 Ordinary Shares (the "Option"), representing approximately 0.46 per cent. of the Revised Issued Voting Share Capital. The Options are exercisable at 213 pence per ordinary share, being the average closing mid-market price of an Ordinary Share on the three business days prior to the grant. The Options will vest, subject to satisfaction of certain conditions, on the third anniversary of the date of grant.

Character Group holds 4,019,456 Ordinary Shares in treasury, representing approximately 18.56 per cent. of the Revised Issued Voting Share Capital, which do not carry voting rights.

The figure of 21,651,684 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.