Last checked at 10 Jun 2010 10:53
Date: Thursday, 10 June 2010
The Character Group plc
('Company' or 'Group')
designers, developers and international distributors of toys, games and gifts
Transaction in Own Shares
Directors' Shareholdings
Exercise of Share Options
Further to the announcement released on 9 June 2010 regarding the Group's buy back programme , the Company advises that it has yesterday purchased for cancellation a further 2,102,503 ordinary shares of the Company in the market, through Charles Stanley Securities, at a price of 150 pence per share with an aggregate cost of approximately £3,153,755 (excluding dealing costs and stamp duty). This represents approximately 7.35% per cent. of the current issued share capital of the Company.
Since 4 May 2010 the Company has purchased for cancellation a total of 3,404,990 ordinary shares in the market, following which the Company has an unutilized authority to buy back up to a further 393,683 ordinary shares in the Company.
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 26,653,414 ("Revised Issued Voting Share Capital").
The 2,102,503 ordinary shares bought back yesterday include a total of 1,630,000 ordinary shares (the "Directors' Shares") which have been purchased, with the agreement of the Independent Directors, from Richard King, Joe Kissane and Jonathan Diver, Executive Directors of the Company, or their related parties, through the market at a price of 150 pence per share. The Directors' Shares represent approximately 5.70 per cent. of the current issued share capital of the Company. The table below details the exact number of shares each Director or (as appropriate) his related party has sold and the resulting beneficial holdings of all of the Directors following these transactions.
The Company also announces that it yesterday issued and allotted (credited as fully paid) 138,250 new ordinary shares following the exercise yesterday by Group employees of options granted under Group share option schemes. These new ordinary shares have been admitted to trading pursuant to the block listing granted on 2 March 2004. These new ordinary shares include 30,000 ordinary shares issued to Mrs. B Kissane, wife of Mr. J Kissane (and therefore forming part of his beneficial holding), at an exercise price of 63 pence per share for an aggregate exercise price of £18,900. These shares have been sold by Mrs Kissane through the market at a price of 150 pence per share and are included in the Directors' Shares.
The interests of all of the Directors following these transactions are set out below:
| Director | Number of shares sold | Number of ordinary shares following sale | % of Revised Issued Voting Share Capital |
| R. King 1 | 900,000 | 4,146,209 | 15.56% |
| K.P. Shah 2 | - | 7,178,250 | 26.93% |
| J.J. Diver 3 | 400,000 | 1,436,003 | 5.39% |
| J.J.P. Kissane4 | 330,000 | 715,000 | 2.68% |
| Orbis Pension Trustees Limited 5 | - | 285,000 | 1.07% |
| D Harris | - | 49,097 | 0.18% |
| Lord Birdwood | - | 8,750 | 0.03% |
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 6,545,000 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. This includes a total 30,000 ordinary shares issued yesterday following the exercise yesterday of options granted under Group share option schemes to Mrs. B Kissane, wife of Mr. J Kissane (and therefore forming part of his beneficial holding), at 63 pence per shares for an aggregate exercise price of £18,900 and subsequently sold by Mrs Kissane through the market at a price of 150 pence per share.
5. 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 participation by the Executive Directors or their 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 Non-executive 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.
The Company now has an unutilised capacity to buy back up to a further 393,683 ordinary shares in the Company (approximately 1.48 per cent. of the Revised Issued Voting Share Capital) under the authority granted at the AGM on 20 January 2010. The Directors will continue to monitor the position and will authorise further purchases of the Company's own 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 15.08 per cent. of the Revised Issued Voting Share Capital, which do not carry voting rights.
The figure of 26,653,414 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.
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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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