TIDMCEPS
RNS Number : 6109K
CEPS PLC
03 September 2021
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 GBP185,000,
GBP90,000 being paid on completion with a deferred consideration of
up to GBP95,000 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 GBP95,000 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 GBP55,000, GBP26,000
being paid on completion with a deferred consideration of up to
GBP29,000 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 GBP29,000
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 GBP81,000, GBP36,000
being paid on completion with a deferred consideration of up to
GBP45,000 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 GBP45,000
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 GBP29,212 on a
turnover of GBP120,646. As at 30 June 2021 the assets being
acquired were valued in the unaudited balance sheet at
GBP28,000.
The loss before tax of KP as set out in the unaudited accounts
for the year ended 31 January 2021 was GBP15,763 on a turnover of
GBP23,986. As at 31 January 2021 the assets being acquired were
valued in the unaudited balance sheet at GBP10,434.
The loss before tax of TC as set out in the unaudited accounts
for the year ended 31 December 2020 was GBP14,214 on a turnover of
GBP30,593. As at 31 December 2020 the assets being acquired were
valued in the unaudited balance sheet at GBP7,774.
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
CEPS PLC
Vivien Langford, Group Finance
Director +44 1225 483030
Cairn Financial Advisers LLP
James Caithie / Sandy Jamieson
/ Ludovico Lazzaretti +44 20 7213 0880
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 .
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