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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ceps Plc | LSE:CEPS | London | Ordinary Share | GB00B86TNX04 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 4.00 | 22.86% | 21.50 | 18.00 | 25.00 | 21.50 | 17.50 | 17.50 | 32,546 | 12:44:14 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Fabricated Rubber Pds, Nec | 26.45M | 460k | 0.0219 | 9.82 | 4.52M |
From May 2019 to May 2024
TIDMCEPS
RNS Number : 1663S
CEPS PLC
29 September 2017
29 September 2017
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (MAR).
CEPS PLC
(the "Group" or the "Company")
HALF-YEARLY REPORT
The Board is pleased to announce its unaudited half-yearly report for the six months ended 30 June 2017.
CHAIRMAN'S STATEMENT
In the first six months of this year the Government finally exercised Article 50, called a General Election to strengthen its position in Parliament and managed to achieve the exact opposite, and has commenced the Brexit negotiations. In the "real world" corporate Britain is getting on with running its businesses whilst trying to plan for the eventual outcome of the tortuous negotiations that will only really commence once Germany has an established government that is capable of making decisions.
The only real impact on the CEPS Group of companies, from the Brexit position, has been the decline and then the increasing volatility of Sterling against the Dollar and the Euro. However, a bigger overall impact has been the significant increase in the minimum wage in April of this year, which will of course be matched by a similar increase next year. Of course the impact of this increase is felt through the whole wage structure as it is necessary to maintain differentials.
Part of the Group's strategy, recognising 18 months ago that this would happen, is to encourage companies to seek out and to invest in new equipment that will reduce labour costs, increase productivity and ensure a more consistent high quality of output. This process has started and is ongoing and each company will be monitored as to its success in achieving these objectives.
We have also been looking at further core acquisitions and a number of "bolt-on" transactions to be integrated into existing subsidiaries. Several offers have been made, but excessive price expectations have meant that we have nothing to report at this stage. The Group has plenty of areas in each of the companies for organic growth and, therefore, will not "overpay". However, that said, we would be disappointed if we were unable to deliver a further acquisition in the next twelve months.
Review of the period
The most significant corporate event of this period was the share placing of 3.63m shares at 35p to raise a gross amount of GBP1.27m. Costs of this exercise were, as ever, modest, and so 99% of the proceeds were received by the Company and GBP690,000 was immediately used to repay the short-term loan used to acquire Hickton Consultants Limited.
Whilst the overall Group has made good progress there is still plenty to do and still much more to be achieved. As ever, with a small, but growing group of companies, not all businesses perform exactly as we expect, but taking the Group as a whole we are pleased with the overall progress.
A new short-term loan of GBP1m was set up to provide acquisition and working capital funds and at 30 June 2017, GBP500,000 of this had been drawn down. Today the full GBP1m has been drawn down.
Financial review
The first six months of the year includes a full six months contribution from Hickton and for the Group and there has been a small increase in sales from GBP11.9m to GBP12.1m. The overall change is made up of a reduction in sales at Davies Odell, CEM Press and Sunline more than matched by increases at Friedman's, Aford Awards and Hickton.
Gross profit has shown a healthy rise of 15.5% to GBP2.63m. Group costs have risen due to the professional costs resulting from the triennial valuation of the Group pension scheme. Contributions to the scheme are now paid directly from Group which better reflects where the liability should reside. The reduced interest charge is due to Davies Odell receiving an interest refund of GBP123,000 in the period.
The big improvement in net profits attributable to shareholders has had a major impact on the earnings per share, which were 3.30p per share, an increase from the prior year 0.09p per share.
Gearing is 33%, which is a reduction from 53% at the comparable period last year.
Operational review
1. Aford Awards
Aford Awards has performed in line with expectations and will finish repaying the Vendor Loan Notes, on plan, at the end of year. The company has taken on additional warehouse premises in order to meet the demands of a growing business. The reconfigured production facility coped very well with the seasonal peak period from March through to June. We are looking at expanding the business on a number of fronts to better utilise its facilities throughout the year.
2. CEM Press
CEM Press has completed its "change process" and is now trying to sell more to the existing customers and is working hard at developing new customers and new markets. The team is doing a good job and we are confident that progress is being made.
3. Davies Odell
Davies Odell continues to struggle in a very competitive marketplace, but the team is making progress and has developed new products which will be launched in the next few months. Good orders are being received which will be the basis for the company going forward. A new accounting system has been installed which will assist in a better management control of the business.
4. Friedman's
Friedman's has produced another good result and is continuing to produce significant cash and dividends. This is a very successful company and the management is committed to significant self-funded expansion over the next twelve months.
5. Hickton Consultants
Hickton has performed exactly as had been expected when the company was acquired by CEPS. In addition, we were very pleased to announce in May that the company had acquired BRCS (Building Control) Limited, a leading supplier of building control services. The acquisition was funded from its own resources.
6. Sunline
Whilst sales for this period are behind budget we are very pleased that profits are significantly ahead of budget. The "original" business continues to become more efficient with the management of labour being the critical contributor to the efficiency gains. The company has turned away business where the price is not economic and this has led to the reduction in sales. This period of transition has meant that the Group has had to inject funds, on a short term basis, to resolve the consequent working capital issues.
It is also important to remind shareholders that Cync, the new name for the "pick, pack and dispatch" business, has still absorbed cash within Sunline in the past year, albeit now on a much reduced basis. We are considering an expansion of activities in this area as we believe this is a growth area which could become a significant base of recurring profits on which to develop Sunline in the future.
Dividend
Given the acquisition and development opportunities in the Group, it is not considered appropriate to pay a dividend at this stage.
Prospects
I can only repeat what I said at his stage last year as the words used then are entirely appropriate again,
"The Group is continuing to make good progress with considerable investment and effort being expended in each subsidiary to set them up for improved performance in the future. For the full year we are optimistic about the prospective outcome and view the outlook for next year even more positively".
David Horner
Chairman
29 September 2017
CEPS PLC
Consolidated Statement of Comprehensive Income
Six months ended 30 June 2017
Hot Features
Premium
Note Unaudited Unaudited Audited
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
GBP'000 GBP'000 GBP'000
Revenue 3 12,077 11,914 24,320
Cost of sales (9,446) (9,635) (19,465)
---------- ---------- ------------
Gross profit 2,631 2,279 4,855
Net operating expenses (1,763) (1,858) (4,319)
Operating profit 868 421 536
Goodwill impairment - - (611)
Adjusted operating profit/(loss) 868 421 (75)
Analysis of operating
profit/(loss)
---------- ---------- ------------
Trading 1,036 565 844
Goodwill impairment - - (611)
Group costs 3 (168) (144) (308)
868 421 (75)
---------- ---------- ------------
Finance income - - 26
Finance costs 3 (35) (185) (416)
Profit/(loss) before tax 833 236 (465)
Taxation 3 (158) (111) (448)
---------- ---------- ------------
Profit/(loss) for the
period from continuing
operations 675 125 (913)
---------- ---------- ------------
Other comprehensive loss
Items that will not be
reclassified to profit
or loss
---------- ---------- ------------
Actuarial loss on defined
benefit pension plans - - (80)
---------- ---------- ------------
Items that may be subsequently
reclassified to profit
or loss - - -
Other comprehensive loss
for the period, net of
tax - - (80)
Total comprehensive income/(loss)
for the period 675 125 (993)
---------- ---------- ------------
Profit/(loss) attributable
to:
Owners of the parent 418 9 (1,132)
Non-controlling interest 257 116 219
---------- ---------- ------------
675 125 (913)
---------- ---------- ------------
Total comprehensive income/(loss)
attributable to:
Owners of the parent 418 9 (1,212)
Non-controlling interest 257 116 219
---------- ---------- ------------
675 125 (993)
---------- ---------- ------------
Earnings per share attributable
to owners of the parent
during the year
basic and diluted 4 3.30p 0.09p (11.83)p
---------- ---------- ------------
CEPS PLC
Consolidated Statement of Financial Position
As at 30 June 2017
Note Unaudited Unaudited Audited
as at as at as at
30 June 30 June 31 December
2017 2016 2016
GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Property, plant and equipment 2,336 2,046 2,419
Intangible assets 6,153 6,016 5,738
Deferred tax asset 220 440 220
8,709 8,502 8,377
---------- ---------- ------------
Current assets
Inventories 2,323 2,211 2,020
Trade and other receivables 4,030 4,302 3,701
Cash and cash equivalents
(excluding bank overdrafts) 1,369 1,115 840
7,722 7,628 6,561
---------- ---------- ------------
Total assets 3 16,431 16,130 14,938
========== ========== ============
Equity
Capital and reserves attributable
to owners of the parent
Called up share capital 4 1,320 957 957
Share premium 4,843 3,943 3,943
Retained earnings (1,506) (703) (1,924)
---------- ---------- ------------
4,657 4,197 2,976
Non-controlling interest
in equity 1,371 944 1,227
Total equity 6,028 5,141 4,203
---------- ---------- ------------
Liabilities
Non-current liabilities
Borrowings 5 2,504 2,942 2,600
Deferred tax liability 83 81 80
Provisions for liabilities
and charges 50 55 50
2,637 3,078 2,730
---------- ---------- ------------
Current liabilities
Borrowings 5 3,336 3,811 3,838
Trade and other payables 4,061 3,922 3,934
Current tax liabilities 307 178 171
Provisions for liabilities
and charges 62 - 62
7,766 7,911 8,005
---------- ---------- ------------
Total liabilities 10,403 10,989 10,735
---------- ---------- ------------
Total equity and liabilities 16,431 16,130 14,938
========== ========== ============
CEPS PLC
Consolidated Statement of Cash Flows
Six months ended 30 June 2017
Unaudited Unaudited Audited
6 months 6 months 12 months
to to to
30 June 30 June 31 December
2017 2016 2016
GBP'000 GBP'000 GBP'000
Cash flows from/(used in)
operating activities
Cash generated from/(used
in) operations 598 (103) 1,113
Income tax paid - (40) (236)
Interest received 26 - -
Interest paid (158) (99) (416)
Net cash generated from/(used
in) operations 466 (242) 461
---------- ---------- ------------
Cash flows (used in)/from
investing activities
Acquisition of subsidiary
net of cash acquired (145) (1,413) (188)
Purchase of property, plant
and equipment (170) (153) (899)
Purchase of intangibles (3) - (33)
Increase in interest in subsidiary (7) - -
Interest received - - 26
Net cash used in investing
activities (325) (1,566) (1,094)
---------- ---------- ------------
Cash flows from financing
activities
(Repayment of)/proceeds from
borrowings (522) 2,078 1,067
Dividend paid to non-controlling
interest (113) (90) (180)
Share issue net of costs 1,263 - -
Repayment of capital element
of finance leases (103) - (321)
Net cash generated from financing
activities 525 1,988 566
---------- ---------- ------------
Net increase/(decrease) in
cash and cash equivalents 666 180 (67)
Cash and cash equivalents
at the beginning of the period 44 111 111
Cash and cash equivalents
at the end of the period 710 291 44
========== ========== ============
Cash generated from/(used
in) operations
Profit/(loss) before income
tax 833 236 (465)
Adjustments for:
Depreciation and amortisation 268 229 478
Intangible assets written
off - - 611
Net finance costs 35 185 390
---------- ---------- ------------
Operating profit before changes
in working capital and provisions 1,136 650 1,014
(Increase)/decrease in inventories (303) (181) 10
Increase in trade and other
receivables (329) (1,147) (546)
Increase in trade and other
payables 94 575 578
Increase in provisions - - 57
Cash generated from/(used
in) operations 598 (103) 1,113
========== ========== ============
Cash and cash equivalents
Cash at bank and in hand 1,369 1,115 840
Bank overdrafts repayable
on demand (659) (824) (796)
710 291 44
========== ========== ============
CEPS PLC
Consolidated Statement of Changes in Equity
Six months ended 30 June 2017
Share Share Retained Attributable Non-controlling Total
capital premium earnings to owners interest equity
of the
parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 January
2016 (audited) 957 3,943 (712) 4,188 873 5,061
--------- --------- ---------- ------------- ---------------- --------
Profit for the
period - - 9 9 116 125
--------- --------- ---------- ------------- ---------------- --------
Total comprehensive
income for the
period - - 9 9 116 125
--------- --------- ---------- ------------- ---------------- --------
Dividend paid
to non-controlling
interest - - - - (90) (90)
--------- --------- ---------- ------------- ---------------- --------
Total transactions
recognised directly
in equity - - - - (90) (90)
--------- --------- ---------- ------------- ---------------- --------
Acquisition of
a subsidiary - - - - 45 45
--------- --------- ---------- ------------- ---------------- --------
Total changes
in ownership
interest that
do not result
in a loss of
control - - - - 45 45
--------- --------- ---------- ------------- ---------------- --------
Total transactions
with owners recognised
directly in equity - - - - 45 45
--------- --------- ---------- ------------- ---------------- --------
At 30 June 2016
(unaudited) 957 3,943 (703) 4,197 944 5,141
--------- --------- ---------- ------------- ---------------- --------
Actuarial loss - - (80) (80) - (80)
--------- --------- ---------- ------------- ---------------- --------
(Loss)/profit
for the period - - (1,141) (1,141) 103 (1,038)
--------- --------- ---------- ------------- ---------------- --------
Total comprehensive
(loss)/ income
for the period - - (1,221) (1,221) 103 (1,118)
--------- --------- ---------- ------------- ---------------- --------
Dividend paid
to non-controlling
interest - - - - (90) (90)
--------- --------- ---------- ------------- ---------------- --------
Total distributions
recognised directly
in equity - - - - (90) (90)
--------- --------- ---------- ------------- ---------------- --------
Acquisition of
a subsidiary - - - - 270 270
--------- --------- ---------- ------------- ---------------- --------
At 31 December
2016 (audited) 957 3,943 (1,924) 2,976 1,227 4,203
--------- --------- ---------- ------------- ---------------- --------
Profit for the
period - - 418 418 257 675
--------- --------- ---------- ------------- ---------------- --------
Total comprehensive
income for the
period - - 418 418 257 675
--------- --------- ---------- ------------- ---------------- --------
Proceeds from
shares issued
net of expenses 363 900 - 1,263 - 1,263
--------- --------- ---------- ------------- ---------------- --------
Total contributions
by owners of
the parent recognised
in equity 363 900 - 1,263 - 1,263
--------- --------- ---------- ------------- ---------------- --------
Dividend paid
to non-controlling
interest - - - - (113) (113)
--------- --------- ---------- ------------- ---------------- --------
Total transactions
recognised directly
in equity - - - - (113) (113)
--------- --------- ---------- ------------- ---------------- --------
At 30 June 2017
(unaudited) 1,320 4,843 (1,506) 4,657 1,371 6,028
--------- --------- ---------- ------------- ---------------- --------
Notes to the financial information
1. General information
The Company is a limited liability company incorporated and domiciled in the UK. The address of its registered office is 11 Laura Place, Bath BA2 4BL and the registered number of the company is 00507461.
The Company is listed on AIM.
This condensed consolidated half-yearly financial information was approved by the Directors for issue on 29 September 2017.
This condensed consolidated half-yearly financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2016 were approved by the Board of directors on 2 May 2017 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.
This condensed consolidated half-yearly financial information has not been reviewed or audited.
There is no seasonality or cyclicality in relation to the condensed consolidated half-yearly financial information.
Basis of preparation
This condensed consolidated half-yearly financial information for the six months ended 30 June 2017 has been prepared in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. The condensed consolidated half-yearly financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2016, which have been prepared in accordance with IFRSs as adopted by the European Union.
Accounting policies
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2016, as described in those annual financial statements. Where new standards, or amendments to existing standards, have become effective during the year there has been no material impact on the results of the Group.
2. Business combinations
BRCS (Building Control) Limited
Hickton Holdings Limited ("Hickton"), acquired 100 per cent of the issued share capital of BRCS (Building Control) Limited ("BRCS"). The initial consideration was GBP250,000 with the balance of the consideration payable over the next two years, dependent on financial performance over the period. No equity investment from CEPS was required to undertake the transaction, which was completed on 18 May 2017.
The acquisition has been accounted for using the acquisition method of accounting. After the alignment of accounting policies and other adjustments to the valuation of assets and liabilities to reflect their fair value at acquisition, the fair value of net assets acquired was GBP132,000.
The goodwill of GBP418,000 arose from the acquisition.
The following table shows the fair value of assets and liabilities included in the consolidated financial statements at the date of acquisition.
Fair value
GBP'000
Cash and cash equivalents 98
Property, plant and equipment 12
Trade and other receivables 146
Trade and other payables (120)
Deferred tax liabilities (4)
-----------
Net assets acquired 132
-----------
Consideration 550
-----------
Goodwill 418
===========
3. Segmental analysis
All activities are classed as continuing.
The chief operating decision maker of the Group is its Board. Each operating segment regularly reports its performance to the Board which, based on those reports, allocates resources to and assesses the performance of those operating segments.
Operating segments and their principal activities are as follows:
- Aford Awards, a sports trophy and engraving company; - CEM Press, a manufacturer of fabric and wallpaper pattern books, swatches and shade cards;
- Davies Odell, a manufacturer and distributor of protection equipment, matting and footwear components;
- Friedman's, a convertor and distributor of specialist Lycra;
- Hickton Consultants, an independent provider of specialist clerk of works services together with recently acquired BRCS (Building Consultants), a leading provider of building control services nationally;
- Sunline, a supplier of services to the direct mail market.
The United Kingdom is the main country of operation from which the Group derives its revenue and operating profit and is the principal location of the assets of the Group. The Group information provided below, therefore, also represents the geographical segmental analysis. Of the GBP12,077,000
(2016: GBP11,914,000) revenue, GBP10,735,000 (2016: GBP10,671,000) is derived from UK customers.
The Board assesses the performance of each operating segment by a measure of adjusted earnings before interest, tax, depreciation and amortisation and Group costs. Other information provided to the Board is measured in a manner consistent with that in the financial statements.
i) Results by segment
Unaudited 6 months to 30 June 2017
Aford CEM Davies Hickton
Awards Press Odell Friedman's Consultants Sunline Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 1,044 1,204 1,817 2,610 1,822 3,580 12,077
-------- -------- -------- ------------- ------------- ---------- --------
Segmental result
(EBITDA) 243 (84) (5) 486 286 378 1,304
-------- -------- -------- ------------- ------------- ----------
Depreciation
and amortisation
charge (11) (39) (39) (17) (26) (136) (268)
-------- -------- -------- ------------- ------------- ----------
Group costs (168)
Net finance
costs (35)
Profit before
taxation 833
Taxation (158)
Profit for
the period 675
========
Unaudited 6 months to 30 June 2016
Aford CEM Davies Hickton
Awards Press Odell Friedman's Consultants Sunline Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 886 1,452 2,267 2,386 1,320 3,603 11,914
-------- -------- -------- ------------- ------------- ---------- --------
Segmental result
before acquisition
costs 221 (1) 40 393 209 58 920
Acquisition
costs - - - - (126) - (126)
-------- -------- -------- ------------- ------------- ---------- --------
Segmental result
(EBITDA) 221 (1) 40 393 83 58 794
-------- -------- -------- ------------- ------------- ----------
Depreciation
and amortisation
charge (4) (42) (39) (21) (3) (120) (229)
-------- -------- -------- ------------- ------------- ----------
Group costs (144)
Net finance
costs (185)
Profit before
taxation 236
Taxation (111)
Profit for
the period 125
========
Audited Year to 31 December 2016
Aford CEM Davies Hickton
Awards Press Odell Friedman's Consultants Sunline Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 1,596 2,954 4,317 4,555 2,961 7,937 24,320
-------- -------- -------- ------------- ------------- ---------- --------
Segmental result
(EBITDA) 298 (149) (10) 887 386 (90) 1,322
-------- -------- -------- ------------- ------------- ----------
Depreciation
and amortisation
charge (16) (86) (65) (41) (8) (262) (478)
-------- -------- -------- ------------- ------------- ----------
Goodwill impairment (611)
Group costs (308)
Net finance
costs (390)
Loss before
taxation (465)
Taxation (448)
Loss for the
year (913)
========
ii) Assets and liabilities by segment
Unaudited as at 30 June
Segment assets Segment liabilities Segment net
assets
2017 2016 2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
CEPS Group 746 243 (542) (823) 204 (580)
Aford Awards 1,623 1,520 (419) (478) 1,204 1,042
CEM Press 2,401 2,540 (1,907) (2,010) 494 530
Davies Odell 2,007 2,555 (1,429) (1,628) 578 927
Friedman's 3,741 3,684 (993) (1,199) 2,748 2,485
Hickton Consultants 2,976 2,166 (1,675) (1,462) 1,301 704
Sunline 2,937 3,422 (3,438) (3,389) (501) 33
Total - Group 16,431 16,130 (10,403) (10,989) 6,028 5,141
======== ======== ========== ========== ======== ========
Audited as at 31 December 2016
Segment assets Segment liabilities Segment net
assets
GBP'000 GBP'000 GBP'000
CEPS Group 30 (873) (843)
Aford Awards 1,465 (430) 1,035
CEM Press 2,422 (1,924) 498
Davies Odell 1,919 (1,353) 566
Friedman's 3,549 (915) 2,634
Hickton Consultants 2,431 (1,220) 1,211
Sunline 3,122 (4,020) (898)
Total - Group 14,938 (10,735) 4,203
=============== ==================== =============
4. Earnings per share
Basic earnings per share is calculated on the profit after taxation for the period attributable to owners of the Company of GBP418,000 (2016: GBP9,000) and on 12,659,027 (2016: 9,573,822) ordinary shares, being the weighted number in issue during the period.
No adjustment is required for dilution in either period as there are no items that would have a dilutive impact on earnings per share.
5. Net debt and gearing
Gearing ratios at 30 June 2017, 30 June 2016 and 31 December 2016 are as follows:
Company
Unaudited Unaudited Unaudited Audited
30 June 30 June 30 June 31 December
2017 2017 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000
Total borrowings 3,366 500 3,813 3,895
Less: cash and
cash equivalents (1,369) (497) (1,115) (840)
---------- ----------- ---------- -------------
Net debt 1,997 3 2,698 3,055
---------- ----------- ---------- -------------
Total equity 6,028 4,708 5,141 4,203
---------- ----------- ---------- -------------
Gearing ratio 33% 0% 53% 73%
In order to provide a more meaningful gearing ratio, total borrowings have been revised to be the sum of bank borrowings and third party debt, excluding loan notes used to finance the Group's acquisitions. The prior period comparatives have also been revised.
6. Share capital and premium
Number Share Share
of shares capital premium Total
GBP'000 GBP'000 GBP'000
At 1 January 2017 9,573,822 957 3,943 4,900
Shares issued 3,626,118 363 907 1,270
Transaction costs - - (7) (7)
----------- --------- --------- ---------
At 30 June 2017 13,199,940 1,320 4,843 6,163
----------- --------- --------- ---------
7. Related-party transactions
The Group has no material transactions with related parties which might reasonably be expected to influence decisions made by users of these financial statements.
During the period the Company entered into the following transactions with its subsidiaries:
Sunline
Aford Direct
Awards CEM Davies Signature Hickton Mail
(Holdings) Teal Odell Fabrics Holdings (Holdings)
Limited Limited Limited Limited Limited Limited
GBP'000 GBP' GBP'000 GBP'000 GBP'000 GBP'
000 000
Receipt of equity
share dividend
- 2017 - - - 137 -
- 2016 - - - 110 - -
- For the year to - - - 220 - -
31 December 2016
(audited)
Receipt of preference
share dividend
- 2017 - - - - - 13
- 2016 - - - - - 13
- For the year to
31 December 2016
(audited) - - - - - 26
Receipt of loan note
interest
- 2017 28 21 - - 20 21
- 2016 28 21 - - 20 21
- For the year to
31 December 2016
(audited) 56 44 6 - 45 43
Receipt of management
charge income
- 2017 10 - 8 18 5 8
- 2016 10 - 8 15 5 8
- For the year to
31 December 2016
(audited) 20 - 15 30 11 15
Amount owed to the
Company
* 30 June 2017 700 1,066 155 - 627 1,811
* 30 June 2016 700 592 137 9 615 1,416
* 31 December 2016 (audited) 700 839 174 - 623 1,470
8. AIM Compliance Committee
In accordance with AIM Rule 31 the Company is required to have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules; seek advice from its nominated adviser ("Nomad") regarding its compliance with the AIM Rules whenever appropriate and take that advice into account; provide the Company's Nomad with any information it requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers; ensure that each of the Company's directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and ensure that each director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.
In order to ensure that these obligations are being discharged, the Board has established a committee of the Board (the "AIM Committee"), chaired by Vivien Langford, an executive director of the Company.
Having reviewed relevant Board papers, and met with the Company's Executive Board and the Nomad to ensure that such is the case, the AIM Committee is satisfied that the Company's obligations under AIM Rule 31 have been satisfied during the period under review.
9. Equity placing
On 26 January 2017 CEPS plc successfully placed 3,626,118 new ordinary shares at a price of 35 pence per share to raise GBP1,269,141 (before expenses) with institutional and private investors. The placing's proceeds were used to repay a loan entered into at the time of the acquisition of Hickton Holdings Limited (formerly RAM1003 Limited) and for general working capital purposes.
Following the issue of the placing shares, the enlarged issued share capital of CEPS plc comprised 13,199,940 ordinary shares of 10 pence each.
10. Increase in CemTeal Limited shareholding
On 21 February 2017 CEPS plc announced that it had increased its shareholding in its subsidiary CemTeal Limited through the purchase of 7,000 shares for a total consideration of GBP7,000.
From this date CEPS plc's shareholding in CemTeal and its wholly-owned subsidiary CEM Press Limited has, therefore, increased from 73% to 80%.
11. Third party loan
On 25 April 2017 CEPS plc secured a third party loan for GBP1,000,000, payable in two tranches of GBP500,000 each on 2 May 2017 and 15 September 2017, repayable in full by 30 June 2018 and incurring interest at 10% per annum.
12. Events after the reporting period
Pension transfer
With effect from 28 July 2017 CEPS plc has transferred the Dinkie Heel Defined Benefit Pension Scheme from Davies Odell Limited to CEPS plc. This is an intra-Group transfer and there is no change in the overall liability of the CEPS Group. CEPS plc was the existing guarantor of the scheme.
The scheme is currently undergoing a triennial valuation which will be completed after the transfer and by 30 September 2017. The last formal actuarial valuation was at 1 July 2013 and showed that the total value of the scheme assets was GBP3,621,000 and that the level of funding on an ongoing basis was 88%. At 1 October 2014 the Group agreed a recovery plan of GBP4,550 per month, an amount intended to restore a 100% funding level over ten years. In the Company's Report and Accounts for the year ended 31 December 2016, the fair value of the scheme assets was GBP4.065m as compared to the present value of defined benefit obligations of GBP3.894m.
The transfer will simplify management of the fund and is also likely to result in reduced administration fees.
Reduction in shareholding of a subsidiary
On 1 September 2017 CEPS plc announced that one of the directors of BRCS, a company acquired by Hickton Holdings Limited on 18 May 2017, is being issued with GBP5,000 new ordinary shares in Hickton Holdings Limited, the effect of which is to dilute CEPS' holding in Hickton Holdings Limited from 55% to 52.36%.
Statement of directors' responsibility
The directors confirm that, to the best of their knowledge, these condensed consolidated half--yearly financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:
-- an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and
-- material related-party transactions in the first six months of the financial year and any material changes in the related-party transactions described in the last Annual Report.
A list of current directors is maintained on the CEPS PLC Group website: www.cepsplc.com
The company news service from the London Stock Exchange
END
IR LLFFDAIITFID
(END) Dow Jones Newswires
September 29, 2017 02:01 ET (06:01 GMT)
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