17 September 2021
CEPS PLC
("CEPS" or the "Company")
Result of Placing
Total Voting Rights
Result of Placing
Pursuant to the announcement on 16 September 2021 made by the Company regarding a proposed placing ("Placing"), the Company is pleased to announce that it has successfully placed 4,000,000 new ordinary shares at a price of 40 pence per share ("Placing Price") to raise gross proceeds of £1,600,000 (approximately £1.58 million net of expenses) with a number of investors. These include David Horner, Vivien Langford and David Johnson (Directors of CEPS) and Chelverton Growth Trust plc (a Substantial Shareholder, as defined in the AIM Rules for Companies) all of which are the Related Parties as identified in the Company's announcement of 16 September 2021. PDMR notification forms for the CEPS directors who participated in the Placing have been included as an appendix to this announcement. The Placing is being conducted at a 16.7% discount to the closing middle market price per ordinary share of 10 pence each in the issued share capital of CEPS ("Ordinary Share") on 16 September 2021, being 48 pence and which is at a discount of approximately 1.9% to the average mid- market price of a CEPS Ordinary Share for the 30 business days ended 16 September 2021. The gross proceeds of the Placing, excluding the subscription by David Horner, are £1,041,924 and together with the exclusion of expenses, are approximately £1,022,874.
The payment for Placing Shares in respect of the subscription of £558,076 by David Horner was effected by the release by him of part of a loan made by him to the Company at the Placing Price. Following the Placing the quantum of the loan facility remaining between David Horner and the Company is now £191,924.
Application for Admission to AIM
Application will today be made to the London Stock Exchange to admit the Placing Shares to trading on AIM and admission is expected to occur on or around 24 September 2021. The Placing Shares will when issued rank pari passu with the Company's existing ordinary shares of 10 pence each.
Total Voting Rights
Following the issue of the Placing Shares, the enlarged issued share capital of the Company will comprise 21,000,000 Ordinary Shares, each with one voting right. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 21,000,000.
The above figure of 21,000,000 should be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Directors' Dealings
The final confirmed participation of David Horner, David Johnson, and Vivien Langford, directors of the Company, in the Placing is as set out in the table below.
| Director | Ordinary Shares in which the Placee was interested prior to the Placing | Number of Placing Shares subscribed for | Value of Placing Shares subscribed for | Ordinary Shares in which the Placee is interested following the Placing | % of Enlarged Share Capital |
| David Horner1 | 4,903,810 | 1,395,190 | £558,076.00 | 6,299,000 | 29.995% |
| David Johnson | 97,000 | 153,000 | £61,200.00 | 250,000 | 1.190% |
| Vivien Langford | 41,667 | 108,333 | £43,333.20 | 150,000 | 0.714% |
1. David A Horner's existing shareholding is held through Charles Stanley & Co Ltd and Rock (Nominees) Ltd on behalf of David A Horner and close family members (1,477,838 Ordinary Shares), by David A Horner personally (2,225,972 Ordinary Shares) and by Mary C Horner (1,000,000 Ordinary Shares).
The final confirmed participation of Chelverton Growth Trust plc, a substantial shareholder (as defined in the AIM Rules) in the Placing is as set out in the table below.
| Substantial Shareholder | Ordinary Shares in which the Placee is interested prior to the Placing | Number of Placing Shares subscribed for | Value of Placing Shares subscribed for | Ordinary Shares in which the Placee is interested following the Placing | % of Enlarged Share Capital |
| Chelverton Growth Trust plc1 | 5,060,000 | 400,301 | £160,120.40 | 5,460,301 | 26.001% |
1 Chelverton Growth Trust Plc's existing shareholding is held through Jim Nominees Ltd. The Placing Shares subscribed for will be held through Jim Nominees Ltd
Related Party Transactions
The proposed subscriptions for Placing Shares by David Horner, David Johnson, Vivien Langford and Chelverton Growth Trust plc constitute related party transactions as defined by the AIM Rules. The Independent Director of the Company in relation to these transactions is Geoff Martin. The Independent Director of the Company considers, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
The proposed payment for Placing Shares in respect of the subscription of £558,076 by David Horner being effected by the release by him of part of a loan made by him to the Company, at 40 pence per Ordinary Share (being the Placing Price) constitutes a related party transaction as defined by the AIM Rules. The Independent Director of the Company in relation to this transaction is Geoff Martin. The Independent Director of the Company considers, having consulted with Cairn Financial Advisers LLP, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
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 identified 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 reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | David Horner | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Chairman of CEPS plc | ||||||
| b. | Initial notification/ Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a. | Name | CEPS plc | ||||||
| b. | LEI | 213800OL8W8NIPSMFN59 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a. | Description of the financial instrument, type of instrument | Ordinary Shares of 10pence | ||||||
| b. | Nature of the transaction | Acquisition of Shares | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| 40 pence | 1,395,190 | | ||||||
|
| ||||||||
| d. | Aggregated information
- Aggregated Volume
- Price |
£558,076.00 | ||||||
| e. | Date of the transaction | 17 September 2021 | ||||||
| f. | Place of the transaction | AIM | ||||||
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | David Johnson | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Director of CEPS plc | ||||||
| b. | Initial notification/ Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a. | Name | CEPS plc | ||||||
| b. | LEI | 213800OL8W8NIPSMFN59 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a. | Description of the financial instrument, type of instrument | Ordinary Shares of 10pence | ||||||
| b. | Nature of the transaction | Acquisition of Shares | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| 40 pence | 153,000 | | ||||||
|
| ||||||||
| d. | Aggregated information
- Aggregated Volume
- Price |
£61,200.00 | ||||||
| e. | Date of the transaction | 17 September 2021 | ||||||
| f. | Place of the transaction | AIM | ||||||
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Vivien Langford | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Director of CEPS plc | ||||||
| b. | Initial notification/ Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a. | Name | CEPS plc | ||||||
| b. | LEI | 213800OL8W8NIPSMFN59 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a. | Description of the financial instrument, type of instrument | Ordinary Shares of 10pence | ||||||
| b. | Nature of the transaction | Acquisition of Shares | ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| 40 pence | 108,333 | | ||||||
|
| ||||||||
| d. | Aggregated information
- Aggregated Volume
- Price |
£43,333.20 | ||||||
| e. | Date of the transaction | 17 September 2021 | ||||||
| f. | Place of the transaction | AIM | ||||||
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