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CSS Stellar plc (‘CSS Stellar’ or the ‘Group’), the sports and entertainment management and marketing group listed on the Alternative Investment Market of the London Stock Exchange (‘AIM’), today announced the acquisition of The Peters Fraser & Dunlop Group Limited (‘PFD’ or the ‘Company’), one of Europe’s leading talent agencies, for a total consideration of up to £22 million.

– PFD, which can trace its roots to 1924, operates from offices in Covent Garden, London.

– The Company has a blue chip client list, with an unusually broad representation of media talent in an industry which has significant barriers to entry.

– Clients include Alan Bennett, Richard Curtis, Michael Frayn, Robert Harris, Nick Hornby, Ewan McGregor, Tom Stoppard and Kate Winslet.

– PFD generated turnover of £6.6 million and adjusted profits before tax of £1.2 million in the year to 31st March 2001.

– Initial consideration of £11.9 million will be satisfied as to £5.4 million by the issue to the vendors of 2,037,735 new ordinary shares in CSS Stellar (‘Consideration Shares’), £4 million in cash and £2.5 million in bank guaranteed loan notes (‘Loan Notes’)

– Further deferred consideration (‘Deferred Consideration’) up to a maximum of £10.1 million, may become payable and will be satisfied as to 75 per cent in CSS Stellar shares and 25 per cent in cash.

– Earnings enhancement is expected in the first full year of ownership

– Opportunities for significant growth in proprietary content for the Group.

Commenting on the acquisition, John Webber, Chairman of CSS Stellar, said:

‘We have spent a considerable amount of time seeking the right acquisition in a fragmented sector. PFD is a market leader, with an unrivalled reputation and with a large number of prestigious clients and a skilled and loyal management team. This acquisition will grow substantially the entertainment business within the Group and provide an excellent platform from which to expand and create further opportunities’.

Anthony Jones, Joint Chairman of PFD, said:

‘I am delighted for all our clients and employees. The benefits for our clients will be not only stability and continuity but access to a wider range of skills and knowledge. As part of a larger Group, sharing many of our longer-term objectives, we look forward to being in a position to capitalise on the significant media market opportunities which lie ahead.’
For more details contact:

CSS Stellar plc
John Webber, Chairman
Julian Jakobi, Chief Executive
Sean Kelly, Finance Director
020 7907 4520

Granville Baird
Peter Watson
020 7488 1212

Weber Shandwick
Ben Padovan
Belinda Yates
020 7329 0096