BRCS Acquisition

19th May 2017

CEPS PLC

 ("CEPS" or the "Company")

Acquisition by Hickton Holdings Limited of BRCS (Building Control) Limited

CEPS announces that its subsidiary company, Hickton Holdings Limited ("Hickton"), has entered into a contract to acquire 100 per cent of the issued share capital of BRCS (Building Control) Limited ("BRCS") for a maximum aggregate consideration of £1,300,000. The initial consideration is £608,375 with the balance of the consideration payable over the next two years, dependent on financial performance over the period. No equity investment from CEPS will be required to undertake the transaction, which was completed on 18th May 2017.

The vendors of BRCS, being, Simon Polley, Frank Robinson and Sue Polley, will remain in their existing roles within BRCS, and will be joined as directors by Tony Mobbs, the Managing Director of Hickton.

BRCS is a leading provider of building control services nationally, as a Corporate Approved Inspector. The owners of BRCS are driven by improving standards across UK construction and it is expected that the service provision moving forward will be complementary to the Clerk of Works, quality assurance, role performed by Hickton. BRCS was established in 1996 and was one of the first three private sector Building Control bodies authorised by the Department of the Environment for non-residential projects, and is based in Chelmsford, Essex.

BRCS is profitable, cash generative and has enjoyed consistent performance of sales and EBITDA over recent years. In the year ended 30 April 2016, BRCS's sales were £732,101, EBITDA was £256,961 and profit before taxation was £257,071. At 30 April 2016, net assets were £456,328, including cash of £286,193. Trading performance and net assets of BRCS in 2016/7 have been in line with management's expectations for the period.

The acquisition will be funded from Hickton's existing cash resources.

The acquisition of BRCS fits with Hickton's strategy of broadening its service offering into complementary areas, working with management who are committed to developing their business further. It is expected that both businesses will benefit from the relationship moving forward. The Directors of CEPS believe that the acquisition of BRCS by Hickton will be a valuable addition to the CEPS group of companies.

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

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