Ceps Regulatory News (CEPS)

CEPS PLC

 ("CEPS" or the "Company")

Related Party Transactions

CEPS announces the following historic related party transactions ("Transactions") which the Company failed to notify pursuant to AIM Rule 13 at the time:

1. Loan guarantees provided by David Horner, who is deemed to be a related party as he is Chairman and a substantial shareholder of the Company:

a. Guarantee provided by David Horner for a loan of £800,000 from a third party to CEPS dated 4 November 2014 provided in relation to the acquisition of Aford Awards. This loan has been repaid and was notified on 4 November 2014. Mr Horner did not receive any benefit from the provision of the guarantee.

b. Guarantee provided by David Horner for a loan of £690,000 from a third party to CEPS dated 29 January 2016 provided in relation to the acquisition of Hickton. This loan has been repaid and was notified on 1 February 2016. Mr Horner did not receive any benefit from the provision of the guarantee.

c. Guarantee provided by David Horner for a loan of £50,000 from Chelverton Asset Management (which is itself a related party of the Company as it is an associate of David Horner) to CEPS dated 23 September 2016. This loan carried an annual interest rate of 5% and was repaid on 28 February 2017. Mr Horner did not receive any benefit from the provision of the guarantee.

d. Guarantee provided by David Horner for a loan of £1,000,000 from a third party to CEPS dated 25 April 2017. This loan has been repaid, and the loan (but not the loan guarantee) was notified on 3 May 2017. Mr Horner did not receive any benefit from the provision of the guarantee.

2. Sunline Direct Mail Limited, a subsidiary of the Company, was advanced short-term loans by one of its directors, Nigel Maybury, of £60,300 in the year ended 31 December 2015 and £65,000 in the year ended 31 December 2016. These loans were repaid and no interest was charged and no benefit accrued to Mr Maybury. Sunline Direct Mail Limited went into administration on 13 June 2018 as announced on that date. At the time, as Mr Maybury was a director of a subsidiary of the Company, he was deemed to be a related party. He is no longer a director of a subsidiary of the Company.

3. A director of BRCS (Building Control) Limited (a subsidiary of the Company), Simon Polley, subscribed a total sum of £67,019, comprising £5,500 for 5,000 shares of £1 each and loan notes of £61,519 (at par value with a coupon of 8%) in Hickton, a subsidiary of CEPS, on 1 September 2017. At the time, as Mr Polley was a director of a subsidiary of the Company, he was deemed to be a related party. He is no longer a director of a subsidiary of the Company.

4. Loan from CEPS of £50,000 to Stephen Hubbard, a director of Travelfast, which was at the time a subsidiary of the Company as an advance on deferred consideration. No interest was charged on the loan. Travelfast has since gone into administration, as announced on 15 January 2020, and the loan to Stephen Hubbard has been written off. At the time, as Mr Hubbard was a director of a subsidiary of the Company, he was deemed to be a related party. He is no longer a director of a subsidiary of the Company.

5. Loan from Friedman's to David Kaitiff, a director of Friedman's, a subsidiary of the Company, of £3,720 in 2013 which was subsequently repaid. No interest was charged on the loan. Mr Kaitiff is deemed to be a related party as he is a director of a subsidiary of the Company.

The above Transactions are deemed to be Related Party Transactions pursuant to AIM Rule 13. Transaction 1 related to loan guarantees provided by David Horner and Transaction 1(d) also constituted a loan provided by Chelverton Asset Management, an associate of David Horner and therefore a related party of the Company. Transactions 2, 3, 4 and 5 were transactions with a director of a subsidiary of the Company.

The directors of the Company who are considered independent for the purposes of Transaction 1 (being the whole board save for David Horner) and for Transactions 2, 3, 4 and 5 (being the whole board), having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider that, at the time they were entered into, the terms of the Transactions were fair and reasonable insofar as the Company's shareholders are concerned.

The announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

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