Ceps Regulatory News (CEPS)

3 September 2021

CEPS PLC

 ("CEPS" or the "Company")

Purchase by Aford Awards Limited of the business and assets of Bracknell Engraving and Trophy Services Limited, KP Badges and Trophies Limited and

Trophycentre (UK) Limited

CEPS announces that Aford Awards Limited ("AA"), a 75% indirectly held subsidiary of CEPS, has purchased the business and related assets of Bracknell Engraving and Trophy Services (the "BETS Business", or "BETS"), previously carried on by Bracknell Engraving and Trophy Services Limited (the "BETS Seller"). BETS has traded for over 25 years and provides high quality engraved trophies for all occasions, including corporate trophies and awards, football trophies and medals, crystal recognition awards and sports medals and trophies. AA will not acquire the limited company which is currently carrying on the BETS Business, nor any land, buildings, computer systems and associated products, software, telecommunications or network equipment owned and/or used by BETS, nor any cash, stock or debtors held by BETS, and will not acquire or assume any of BETS's existing liabilities, including in respect of taxation, employees, leases or other unfulfilled contracts. The purchase was completed on 2 September 2021.

The consideration for the purchase is up to £185,000, £90,000 being paid on completion with a deferred consideration of up to £95,000 to be paid post completion calculated by reference to sales generated by the BETS Seller. Following completion, the BETS Seller will assist in the operation of BETS's website and all other sales channels with such orders being passed on to AA for fulfilment. AA will pay the BETS Seller 35 per cent. of net sales made to existing BETS customers which contact the BETS Seller or which are contacted by AA until the earlier of the deferred consideration of £95,000 having been paid or three years from the date of completion of the purchase of the business and related assets of BETS by AA.

AA has also purchased the business and related assets of K P Badges and Trophies ("the KP Business", or "KP"), previously carried on by K P Badges and Trophies Limited ("the KP Seller"). KP supplies local sports clubs, universities and colleges in the South West with medals, trophies and cups. In addition, KP offers bespoke engraving for individual items. AA will not acquire the limited company which is currently carrying on the KP Business, nor any land, buildings, computer systems and associated products, software, telecommunications or network equipment owned and/or used by KP, nor any cash or debtors held by KP, and will not acquire or assume any of KP's existing liabilities, including in respect of taxation, employees, leases or other unfulfilled contracts. The purchase was completed on 2 September 2021.

The consideration for the purchase is up to £55,000, £26,000 being paid on completion with a deferred consideration of up to £29,000 to be paid post completion calculated by reference to sales generated by the KP Seller. Following completion, the KP Seller will continue to operate KP's website and all other sales channels with such orders being passed on to AA for fulfilment. AA will pay the KP Seller 35 per cent. of net sales made to existing KP customers which contact the KP Seller or which are contacted by AA until the earlier of the deferred consideration of £29,000 having been paid or three years from the date of completion of the purchase of the business and related assets of KP by AA.

A further purchase has been made by AA of the business and related assets of Trophycentre.com ("the TC Business", or "TC") previously carried on by Trophycentre (UK) Limited (the "TC Seller"). TC was established in 2003 and was one of the early internet trophy innovators, specialising in the supply of a wide range of medals and trophies for the football and wider sporting markets and providing awards to the corporate sector. Again, AA will not acquire the limited company which is currently carrying on the TC Business, nor any land, buildings, computer systems and associated products, software, telecommunications, network equipment owned and/or used by TC, nor any cash or debtors held by TC, and will not acquire or assume any of TC's existing liabilities, including in respect of taxation, employees, leases or other unfulfilled contracts. The purchase was completed on 2 September 2021.

The consideration for the purchase is up to £81,000, £36,000 being paid on completion with a deferred consideration of up to £45,000 to be paid post completion calculated by reference to sales generated by the TC Seller. Following completion, the TC Seller will continue to operate TC's website and all other sales channels with such orders being passed on to AA for fulfilment. AA will pay the TC Seller 35 per cent. of net sales made to existing TC customers which contact the TC Seller or which are contacted by AA until the earlier of the deferred consideration of £45,000 having been paid or one year from the date of completion of the purchase of the business and related assets of TC by AA.

All three purchases are for the business information, contracts, goodwill (including the business names), the records, the equipment and, in the case of KP and TC, the stock. In each case, the ultimate shareholder(s) of the respective seller have agreed to guarantee the performance by that seller of its obligations under the respective business purchase agreement, including the operation of the respective seller and its website and other sales channels.

The profit before tax of BETS as set out in the unaudited accounts for the year ended 30 June 2021 was £29,212 on a turnover of £120,646. As at 30 June 2021 the assets being acquired were valued in the unaudited balance sheet at £28,000.

The loss before tax of KP as set out in the unaudited accounts for the year ended 31 January 2021 was £15,763 on a turnover of £23,986. As at 31 January 2021 the assets being acquired were valued in the unaudited balance sheet at £10,434.

The loss before tax of TC as set out in the unaudited accounts for the year ended 31 December 2020 was £14,214 on a turnover of £30,593. As at 31 December 2020 the assets being acquired were valued in the unaudited balance sheet at £7,774.

The purchase of BETS, KP and TC fits with AA's strategy of building its order book. The consideration for the purchases of BETS, KP and TC were funded by AA. The Directors of CEPS believe that these purchases will be a valuable addition to the Aford Awards group and to CEPS as a whole.

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).

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

Enquiries

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.