Last checked at 4 Oct 2010 09:35
04 October 2010
The Character Group plc
('Company')
designers, developers and international distributors of toys, games and gifts
Transaction in Own Shares
Directors' Shareholdings
As part of the Group's stated objective to enhance shareholder value, the Company advises that on Friday 01 October 2010 it bought back for cancellation a further 85,000 ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") in the market, at a price of 150 pence per share. This represents approximately 0.35 per cent. of the current issued share capital of the Company (excluding shares held in treasury).
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 24,558,231 ("Revised Issued Voting Share Capital").
The Company announces that 75,000 of the Ordinary Shares purchased for cancellation by the Company were acquired, with the agreement of the Independent Directors, from Jonathan Diver (Group Marketing Director and Joint Managing Director of the Company). The participation by any Director or his related parties 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 Jonathan Diver in the buy-back programme to be fair and reasonable insofar as the Company's shareholders are concerned.
The interests of all of the Directors following this transaction are set out below:
| Director | Number of Ordinary Shares sold | Number of Ordinary Shares following sale | % of Revised Issued Voting Share Capital |
| R. King1 | - | 4,146,209 | 16.88% |
| K.P. Shah2 | - | 6,463,250 | 26.32% |
| J.J. Diver3 | 75,000 | 1,146,003 | 4.67% |
| J.J.P. Kissane | - | 645,000 | 2.63% |
| Orbis Pension Trustees Limited4 | - | 285,000 | 1.16% |
| D Harris | - | 49,097 | 0.20% |
| Lord Birdwood | - | 8,750 | 0.04% |
Notes:
1. included in the interests of R. King are his interests in 1,635,428 Ordinary Shares held by Cedarberg Investments Limited, 320,000 Ordinary Shares held by his spouse, Mrs M.H. King and 1,186,750 Ordinary Shares held by the TOPS Pension Scheme;
2. included in the interests of K.P. Shah are the interests of Sarissa Holdings Limited in 5,830,000 Ordinary Shares and 608,250 Ordinary Shares of Mr Shah's personal pension scheme;
3. included in the interests of J.J. Diver are 401,867 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 and J.J. Diver is deemed to be interested in such Ordinary Shares by virtue of being within the class of beneficiaries defined by such trust.
The Company now has an unutilised capacity to buy back up to a further 4,707,000 Ordinary Shares under the authority granted at the General Meeting on 9 September 2010. The Directors will continue to monitor the position and will authorise further purchases of the Company's Ordinary Shares up to this limit, if they consider that such action will further enhance shareholder value.
The Company holds 4,019,456 Ordinary Shares in treasury, representing approximately 16.37 per cent. of the Revised Issued Voting Share Capital, which do not carry voting rights.
The figure of 24,558,231 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.
| Enquiries: |
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| Richard King, Chairman | Fiona Tooley | Russell Cook |
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| Kiran Shah, Group Finance Director & Joint MD |
| Carl Holmes |
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| The Character Group plc | Citigate Dewe Rogerson | Charles Stanley Securities |
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| Mobile: +44 (0)7836 250150 (RK) | Mobile: +44 (0)7785 703523 (FT) | (Nominated Adviser) |
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| Mobile: +44 (0)7956 278522 (KS) | Tel: +44 (0)121 362 4035 | Tel: +44 (0)207 149 6000 |
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| Tel: +44 (0)208 329 3377 |
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| www.thecharacter.com |
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| Ticker: AIM: CCT |
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