DEKE Dic Ent Regs

    RNS Number : 2236Y
  DIC Entertainment Holdings, Inc.
  03 July 2008
   

    Not for release, publication or distribution, in whole or in part, in or into Canada, Australia, Republic of Ireland, South Africa or
Japan or, any other jurisdiction where to do so would be unlawful.

3 July 2008: For immediate release
    RE: Divorce settlement and change in director's shareholding

    Andy Heyward, chairman of DIC Entertainment Holdings, Inc. (the "Company") and the largest holder of the units of common stock in the
Company ("DIC Stock"), has finalized settlement arrangements in connection with divorce proceedings with his ex-wife, Evelyn Heyward on 2
July 2008 (the "Settlement"). Pursuant to the Settlement, Mr. Heyward has transferred 7,570,537 DIC Stock held by him to Mrs. Heyward
amounting to 17.49% of the total outstanding and issued DIC Stock.

    The Company has been notified that, under the terms of the Settlement, Mrs. Heyward has irrevocably appointed Mr. Heyward as her proxy
to vote any and all DIC Stock held by her. As such, Mr. Heyward is the registered holder of 14,028,159 DIC Stock (representing 32.41% of the
total outstanding and issued DIC Stock). However, as a result of the irrevocable proxy granted pursuant to the terms of the Settlement, Mr.
Heyward remains able to exercise full voting control over 21,598,696 DIC Stock in total (representing the voting rights of 49.9% of the
total outstanding and issued DIC Stock).   

    In addition, under the terms of the Settlement, Mr. Heyward has the ability to cause Mrs. Heyward to sell her DIC Stock if he is selling
a significant portion of his DIC Stock and has a right of first refusal to acquire any DIC Stock proposed to be sold by Mrs. Heyward and
Mrs. Heyward has the right to participate in proposed transfers by Mr. Heyward and other sale transactions. 

    The irrevocable proxy and certain of the transfer rights described above terminate upon certain events including transfer by Mr. Heyward
of a significant amount of his remaining DIC Stock, or Mr. Heyward's termination of employment, death or disability.  

    Accordingly, given the terms of the Settlement and the retained voting rights Mr. Heyward has over the 7,570,537 DIC Stock held by Mrs.
Heyward, the Settlement does not affect the ability of Mr. Heyward to vote in favor of the proposed merger with a subsidiary of Cookie Jar
Entertainment Inc. (as announced and described therein on 20 June 2008) (the "Merger").  

    The Company would like to emphasize that it understands the discussions regarding the Settlement to have been ongoing for some time and
predate the Merger discussions and regard the Settlement to be unconnected to the Merger and do not regard the Settlement as adversely
affecting the consummation of the Merger.

    For further information:

    DIC Entertainment Holdings, Inc. 
    Jeffrey Edell, President, DIC
    Tel: +1 818-955-5400

    Nomad and Broker
    Landsbanki Securities (UK) Limited
    John Craven/Claes Spang
    Tel: +44 (0) 20 7426 9000

    Media enquiries:

    DIC Entertainment Holdings, Inc.
    Simon Forrest, Investor Relations 
    Tel:  +44 (0) 7885 317746 

    Landsbanki Securities (UK) Limited, which is authorized and regulated in the UK by the Financial Services Authority, is acting
exclusively for the Company and for no-one else in connection with this announcement and will not be responsible to anyone other than the
Company for providing protections afforded to clients of Landsbanki Securities (UK) Limited.
    This announcement will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national
securities exchange of Canada, Republic of Ireland, South Africa, Australia or Japan. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from Canada,
Republic of Ireland, South Africa, Australia or Japan. Persons receiving this announcement (including without limitation nominees, trustees
or custodians) must not forward, distribute or send it into Canada, Republic of Ireland, South Africa, Australia or Japan. 
    This announcement does not constitute, or form any part of, any offer for, or solicitation of any offer for, securities (or any
recommendation in connection thereto). 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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