CEPS PLC Acquisition of Travelfast Limited (2492U)
March 28 2019 - 2:01AM
UK Regulatory
TIDMCEPS
RNS Number : 2492U
CEPS PLC
28 March 2019
28 March 2019
CEPS PLC
("CEPS" or the "Company")
Acquisition by CemTeal Limited of Travelfast Limited, trading as
Sampling International
CEPS announces that its subsidiary company, CemTeal Limited
("CemTeal"), has entered into a contract to acquire 100 per cent of
the issued share capital of Travelfast Limited ("TFT"), trading as
Sampling International, for a maximum aggregate consideration of
GBP1,200,009, payable in cash over three years based on
performance. The transaction was completed on 27 March 2019.
The vendors of TFT are founding member and major shareholder,
Stephen Hubbard, and other shareholders. Stephen Hubbard will be
Managing Director of CEM Press Limited, the trading company of
CemTeal Limited, and Travelfast Limited ("the Group") and Richard
Briggs of CEM Press Limited will be Finance Director of the Group.
Stephen is contracted to remain with the Group for a minimum of
three years from completion to support the integration of both
companies and to assist in the development of a succession plan to
support the long-term financial viability of the Group. The payment
of the maximum aggregate consideration of GBP1,200,009 in cash is
conditional, inter alia, upon Stephen Hubbard's continued
employment by the Group during the three-year period (subject to
customary earn-out protections).
TFT was established in 2009 and is based in Batley, Yorkshire.
TFT is one of the leading providers in designing and manufacturing
sample books, shade cards and other display solutions.
In the year ended 31 December 2017, TFT's sales were
GBP5,303,464, EBITDA was GBP102,496 and loss before taxation was
GBP32,540. At 31 December 2017, net assets were GBP231,277. Trading
performance and net assets of TFT in 2018 were behind those of
2017, but in line with management's expectations for the
period.
The acquisition of TFT will make the newly formed Group one of
the largest individual pattern book and shade card makers in the
UK, with two production facilities.
The acquisition of TFT fits with CemTeal's strategy of
broadening its services and working with management teams who are
committed to developing their businesses further. It is expected
that there will be significant synergies arising from the
combination of these two complementary businesses. The Directors of
CEPS believe that the acquisition of TFT by CemTeal will be a
valuable addition to CEPS.
The consideration for the acquisition will be funded from the
cash flow of the Group. In March 2019 David Horner, Chairman of
CEPS, lent GBP100,000 to TFT. David Horner's loan is unsecured and
bears interest at 10% per annum. This loan was made to allow TFT to
meet certain liabilities. In addition to the consideration for the
acquisition, on completion CemTeal injected GBP500,000 into TFT in
part to be used for working capital purposes and in part to repay
the loan to David Horner.
The announcement contains inside information for the purposes of
Article 7 of EU Regulation 596/2014.
Enquiries
CEPS PLC
Vivien Langford, Group FD +44 1225 483030
Cairn Financial Advisers LLP
Tony Rawlinson / James Caithie +44 20 7213 0880
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END
ACQUBRRRKSAOUUR
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