AIM Rule 26

The following information is disclosed for the purposes of compliance with AIM Rule 26. The information disclosed on this website was last updated on 17 January 2019.

Description of the business

The Character Group plc is the largest independent toy company based in the United Kingdom. We design and manufacture toys and games, many produced under licence and based on popular television, film and digital characters and distribute all of these products in the UK and in many territories overseas. We also partner on an exclusive basis with other overseas based toy producers to market and distribute their products in the UK.

Our diverse product ranges focus on a number of key areas within the toy sector; these include Pre-school (where we consider ourselves as market leader), Boys, Activity and Girls.

Country of incorporation and main country of operation

The Character Group plc was incorporated and registered in England and Wales (registration number: 3033333) on 15 March 1995 and its main country of operation is in the United Kingdom.

The names of the directors and biographical details

Please click the “Board of Directors” tab at the left of your screen to view the names of the Directors and brief biographical details of each.

Regulatory News

Please click the “News” tab at the left of your screen to view to view details of all notifications made in the past twelve months.

Financial Information

Please click the “Financial Reports” tab at the left of your screen for access to the Company’s financial statements.

Admission Documents and other Circulars

The Character Group plc was originally admitted to the Official List of the London Stock Exchange in June 1995. On 30 December 2005, the Company’s application for its listing on the London Stock Exchange was cancelled became effective and the issued shares of the Company were at the same time admitted to trading on the London Stock Exchange’s AIM market (LSE: CCT). Please click the “Company Documents” tab at the left of your screen to view the Company’s Listing Particulars dated 17 February 2004, its Circular dated 4 November 2005 related to the Company’s migration from the Official List to the AIM market and other circulars and related materials.

Constitutional Documents

Please click the “Company Documents” tab at the left of your screen to view the Company’s Articles of Association.

Board Sub-Committees

Please click the “Corporate Governance” tab at the left of your screen to view information on the Audit, Remuneration, Nominations and Corporate Governance and Risk Management Committees. The terms of reference of such committees may be viewed by clicking the “Company Documents” tab at the left of your screen.

Corporate Advisors and Registrars

Please click the “Corporate Advisors” tab at the left of your screen to view details of the Company’s nominated adviser and other key advisers.

Shareholder Information

Please click the “Shareholder Analysis” tab at the left of your screen to view our significant shareholders and the percentage of securities not in public hands.

Restrictions on the transfer of AIM securities

There are no restrictions on the transfer of the Company’s AIM securities.

Details of Any Other Exchanges or Trading Platforms

The Character Group plc’s ordinary shares are admitted to trading on AIM, a marketplace regulated by the London Stock Exchange. The Character Group Plc has not applied or agreed to have any of its securities admitted or traded on any other exchange or trading platforms.

Takeover regulations

The Company is subject to the UK City Code on takeovers and mergers.

2019 AGM - Proxy report and voting

A report of the proxies validly lodged in relation to the Company’s Annual General Meeting held on 18 January 2019 is here. Given that a poll conducted on any of the resolutions would have resulted such resolution(s) being passed, the meeting agreed to conduct voting on the basis only of a show of hands. At the AGM, all resolutions proposed to shareholders were duly passed.