Proposed Placing, Directors' Dealings & RPTs

RNS Number : 0598M

CEPS PLC

16 September 2021

 

16 September 2021

CEPS PLC

("CEPS" or the "Company")

Proposed Placing

Directors' Dealings

Related Party Transactions

Proposed placing

The Company is pleased to announce that it is proposing to raise gross proceeds of £1.6 million by way of a placing of new ordinary shares of 10 pence each ("Placing Shares") to certain existing and new investors ("Placing"). David Horner, David Johnson and Vivien Langford (Directors of CEPS) and Chelverton Growth Trust plc (a Substantial Shareholder, as defined in the AIM Rules for Companies), are proposing to participate in the Placing and are Related Parties as defined in the AIM Rules for Companies ("AIM Rules").

The number of Placing Shares to be issued in the Placing, and the price at which such Placing Shares are to be issued in the Placing ("Placing Price") will be determined by the Company on completion of the Company's bookbuild exercise which will be launched immediately following the release of this announcement.

David Horner, David Johnson, and Vivien Langford, directors of the Company, and Chelverton Growth Trust plc (a Substantial Shareholder) are proposing to participate in the Placing, as set out in the tables below.

It is expected that payment for Placing Shares in respect of the subscription by David Horner will be effected by the release by him of part of a loan made by him to the Company, at the Placing Price. As of today's date David Horner has loaned the Company £750,000.  The loan facility is unsecured, carries zero interest and has no fixed repayment date. 

The net proceeds of the Placing, excluding expenses and the subscription by David Horner which is being used to convert part of the loan made by him to the Company into equity, will be used to:

-  make a loan (which will carry a 5 % interest and will have no fixed repayment date) of £100,000 to Aford Awards Limited for working capital purposes;

-  fund future acquisitions by Aford Awards Limited; and

-  for general working capital purposes, including the repayment of the £150,000 short-term loan made by Chelverton Asset Management Limited (which is itself a related party of the Company as it is an associate of David Horner) which was announced on 29 June 2021, and accrued interest due to Chelverton Asset Management Limited, on the total loan amount made by Chelverton Asset Management Limited to CEPS of £3.1 million, which interest amounts to £289,149 as at 31 August 2021. 

Directors' Dealings

The above named directors of the Company are proposing to participate in the Placing, as set out in the table below.

Director	Ordinary Shares in which the proposed Placee is interested prior to the Placing	Proposed value of Placing Shares subscribed for
David Horner1	4,903,810	£558,000.00
David Johnson	97,000	£61,000.00
Vivien Langford	41,667	£43,000.00

1.  David A Horner's existing shareholding is held through Charles Stanley & Co Ltd and Rock (Nominees) Ltd on behalf of David A Horner and close family members (1,477,838 Ordinary Shares), by David A Horner personally (2,225,972 Ordinary Shares) and by Mary C Horner (1,000,000 Ordinary Shares).

Chelverton Growth Trust plc, a substantial shareholder (as defined in the AIM Rules) is proposing to participate in the Placing, as set out in the table below.

Substantial Shareholder	Ordinary Shares in which the Placee is interested prior to the Placing	Proposed value of Placing Shares subscribed for
Chelverton Growth Trust plc1	5,060,000	£160,000.00

¹ Chelverton Growth Trust Plc's existing shareholding is held through Jim Nominees Ltd. The Placing Shares subscribed for will be held through Jim Nominees Ltd

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

Upon publication of this notification, this information is now considered to be in the public domain.

The directors of the Company accept responsibility for the content of this announcement.

Enquiries:

CEPS PLC Vivien Langford, Group Finance Director	[phone]
Cairn Financial Advisers LLP James Caithie / Sandy Jamieson / Ludovico Lazzaretti	[phone]

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors .

 

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