Ceps Regulatory News (CEPS)

05 February 2024

CEPS PLC

 ("CEPS" or the "Company")

General trading update and other matters

Trading update

As the Company's financial year has now ended, the Board of CEPS is pleased to report that the Group's trading for 2023 is, subject to audit, in line with expectations and would be record results for CEPS. All segments have made a solid start to 2024.

Pension Scheme

In an announcement dated 13 June 2022, the Company explained that it expected to receive a surplus from the wind-up of the Company's defined benefit scheme (Dinkie Heel plc Retirement Benefits Scheme ("the Scheme")) in the region of £700,000 (the "Surplus"), although it may be more or less than that. The Board of CEPS has now been informed by the Trustee of the Scheme that the estimated Surplus will be £537,086. This figure takes account of the final balancing premium paid of £213,000, changes in asset unit price over the period and the provision of professional fees. The Surplus is expected to be paid in April 2024 and, net of tax at 25%, the estimated amount receivable would be £402,815 and will be recognised in the Company's accounts on receipt.

Historically, the actuarial surplus on the Scheme has not been recognised in the Company's accounts as the Company does not have an unconditional right to refunds of surpluses arising under the Scheme. Consequently, the payment of the Surplus to CEPS will have a positive impact on the Company's profit and loss account and balance sheet when it is received.

Distribution of shares held by Chelverton Growth Trust ("CGT") to the Horner Family

In recent announcements, the Board has explained to the Company's shareholders that CGT intends to distribute its shareholding in CEPS, which amounts to 5,460,301 CEPS shares (representing approximately 26 per cent. of the issued share capital of CEPS), in specie and pro rata to CGT shareholders. The Horner Family is due to receive 778,213 shares from the distribution of the CEPS shares held by CGT, but because of the level of the Horner Family's existing shareholding in CEPS (29.99%), and in line with the Takeover Panel's requirements, these shares will be sold by the liquidator and the cash value of the shares remitted to the Horner Family. As a result, the Horner Family holding in CEPS shares will remain unchanged.

There will be no change in the total issued share capital of CEPS as a consequence.

Proposed share capital reduction and proposed cancellation of the share premium account

To put the Company in a position to pay dividends in the future, the Company intends to convene a General Meeting to seek shareholder approval in order to progress matters. A further announcement will be made in relation to the proposed share capital reduction and cancellation of the share premium account in due course.

Potential dilapidations claim

CEPS is currently considering a recent and alleged claim from a former landlord for dilapidations and CEPS is liaising with its advisers on what it considers to be a more realistic assessment of the liability and quantum, if any. The Company will issue a further announcement as appropriate.

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 identi?ed 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 re?ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.