CEPS PLC Related Party Transactions (4857W)
18 August 2020 - 10:51PM
UK Regulatory
TIDMCEPS
RNS Number : 4857W
CEPS PLC
18 August 2020
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 GBP800,000
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 GBP690,000
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 GBP50,000
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 GBP1,000,000
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 GBP60,300 in the year ended 31 December 2015 and GBP65,000 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 GBP67,019,
comprising GBP5,500 for 5,000 shares of GBP1 each and loan notes of
GBP61,519 (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 GBP50,000 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 GBP3,720 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.
Enquiries
CEPS PLC
David Horner, Chairman +44 1225 483030
Cairn Financial Advisers LLP
James Caithie / Tony Rawlinson
/ Ludovico Lazzaretti +44 20 7213 0880
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END
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