Character Regulatory News (CCT)

10 Jul 2009 13:04



Date: Friday 10 July 2009

Immediate Release

The Character Group plc

('the Company')

Dealings by a Major Shareholder, the Company and certain Directors

Further to the announcement made by the Company regarding possible dealings by 3i Group plc, the Company and certain of the directors of the Company on 7 July 2009, the Company announces that the following transactions in issued ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") took place through the market today:

Sale of Ordinary Shares by 3i Group plc 

3i Group plc has sold its entire shareholding in the Company, amounting to 11,525,898 Ordinary Shares, being approximately 27.8 per cent. of the current issued share capital of the Company carrying voting rights, at a price of 30.15 pence per share.

Purchases of Ordinary Shares by the Company and Directors 

The Ordinary Shares sold by 3i Group plc were purchased in the market through Charles Stanley Securities at a price of 30.15 pence per share, as follows:

The Company has acquired 7,000,000 Ordinary Shares for cancellation, amounting to approximately 20.3 per cent. of the issued share capital of the Company after such cancellation (excluding Ordinary Shares held in treasury) (the "Revised Issued Voting Share Capital");

The interests of the Directors following these transactions will be as follows:

Notes:

1. included in the interests of R. King are his interests in 1,885,428 Ordinary Shares/voting rights held by Cedarberg Investments Limited and 320,000 Ordinary Shares/voting rights held by his spouse, Mrs M.H. King; 

2. included in the interests of K.P. Shah are the interests of Sarissa Holdings Limited in 9,220,000 Ordinary Shares/voting rights;

3. each of R. King, K.P. Shah and J.J. Diver are trustees of and beneficiaries under the Pension Fund and are each, accordingly, interested in the Pension Fund's holding of Ordinary Shares/voting rights;

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 and J.J. Diver is deemed to be interested in such Ordinary Shares/voting rights by virtue of being within the class of beneficiaries defined by such trust.

The acquisition of shares by the Company from 3i is regarded as a related party transaction for the purposes of the AIM Rules. The Directors, with the exception of Alan MacKay (who is deemed interested in the transaction and precluded from expressing such an opinion to shareholders), having consulted with Charles Stanley (the Company's Nominated Adviser), consider that the terms of the transaction for the purchase of 7,000,000 Ordinary Shares for cancellation by the Company from 3i Group plc are fair and reasonable insofar as the Company's Shareholders are concerned.

For the purposes of the Financial Services 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) is 34,477,481.

The Company holds 4,019,456 Ordinary Shares in treasury, representing approximately 11.66 per cent. of the Revised Issued Voting Share Capital, which do not carry any voting rights. Under current law, the Company will be obliged to reduce the number of Ordinary Shares held in treasury to no more than 10 per cent. of the Revised Issued Voting Share Capital within 12 months of the date of this announcement.

The above figure of 34,477,481 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 a change to their interest, in the Company under the Disclosure and Transparency Rules.

Richard King, Chairman The Character Group commented: 

"It remains the Group's strategy to seek to enhance shareholder value through the repurchase of its own shares, when appropriate. Having taken into account the Group's current cash flow position, the Directors believe that it was in the interest of all the shareholders for the Company to take advantage of the rare opportunity to acquire a substantial block of shares in Character following 3i's decision to sell its shares in the Company. At the same time, certain of the Directors have also shown their underlying confidence in the business by purchasing the balance of the 3i holding and thereby significantly increasing their interests in Character."

"Character continues to develop its own product line, leaving it well poised within the market-place to build on its position, whilst maintaining its financial strength which will enable the Group to be ready to take advantage of its market position as more normal times return."