Company information disclosures

Description of the business

CEPS plc is an AIM listed, industrial holding company that combines the benefits of the financial structuring of private equity funding with the entrepreneurial drive and flair of incentivised management teams.

Country of incorporation and main country of operation

Country of incorporation: England and Wales
Main country of operation: UK

Current constitutional documents

CEPS PLC Articles of Association (adopted 20 June 2008)

CEPS PLC Memorandum of Association

Other exchanges or trading platforms

The Company is only traded on AIM, a market operated by London Stock Exchange plc, and has not applied or agreed to have any of its securities admitted or traded on any other exchange or platform.

AIM securities in issue

Total shares in issue are 17,000,000 and shares not in public hands are 13,702,353 representing 80.6% of the issued share capital of the company.

Shareholder Name (* Director/Non-executive Director)	Amount	% Holding
Chelverton Growth Trust PLC	5,060,000	29.8
David Horner*	4,831,310	28.4
Charles Stanley & Co Ltd Rock (Nominees) Ltd **	3,000,000	17.7
Mark Pollard*^	689,376	4.1
The information above is being disclosed for the purposes of AIM Rule 26 and was last updated on 3 July 2018.**This holding is held by Mark Thistlethwayte and his family. Mr Thistlethwayte holds personally and on behalf of his wife and children 2,410,000 shares, 14.2%. Rosemary Thistlethwayte holds 590,000 shares, 3.5%. ^ Mark Pollard is the beneficial owner of 522,709 CEPS shares and he also has investment authority over a further 166,667 CEPS shares owned by his mother, Mrs C Pollard.

Restrictions on the transfer of AIM securities

There are no restrictions on the transfer of any of the Company’s AIM securities.

Annual and interim accounts (including notices of AGMs)

AIM notifications

Admission documents

CEPS PLC Admission Document 11 Jan 2007

Corporate governance code

The Company has adopted the QCA Corporate Governance Code. The Board is committed to high standards of corporate governance and recognises that it is accountable to shareholders for good governance. The Company’s corporate governance procedures define the duties and constitution of the Board and the various Board committees and, as appropriate, specify responsibilities and level of responsibility.

September 2018

Chairman’s Corporate Statement
As Executive Chairman of the board my role is to set the strategy for the company, monitor the ongoing performance of the companies within the Group to ensure that they are meeting our requirements and also identify potential acquisitions targets. In addition, my role also encompasses overseeing the functioning of the board and its effectiveness, and ensuring sound corporate governance practices are followed. All the Directors of CEPS believe strongly in the importance of good corporate governance for the creation of shareholder value over the medium to long term and to engender trust and support amongst the Group’s wider stakeholders. I work with key executives throughout the organisation to instil good corporate governance practices in accordance with the Code. In accordance with the changes to AIM Rule 26 the Company is now applying the revised QCA Corporate Governance Code published earlier in 2018. The board monitors our corporate governance practices and will always implement improvements which further enhance performance and/or benefit stakeholders.

David Horner
Chairman
September 2018

Principles of the QCA Code
Principles of the QCA Code

Directors

David Horner Executive Chairman. Read more…
Vivien Langford Finance Director and Company Secretary. Read more…
Geoff Martin Independent Non-Executive Director. Read more…
Mark Pollard Independent Non-Executive Director. Read more…

Committees

Audit committee
This committee comprises Geoff Martin (Chair) and Mark Pollard. The audit committee is responsible for the appointment of the external auditors, agreeing the nature and scope of the audit and reviewing and making recommendations to the board on matters related to the issue of financial information to the public. It assists all directors in discharging their responsibility to ensure that accounting records are adequate and that the financial statements give a true and fair view.
Audit committee – Terms of Reference

Nominations committee
This committee is comprised of Mark Pollard (Chair) and David Horner. It is responsible for making recommendations to the board on any appointment to the board.
Nominations committee – Terms of Reference

Remuneration committee
This committee is comprised of Mark Pollard (Chair) and Geoff Martin. The remuneration committee sets the remuneration and other terms of employment of executive directors. Remuneration levels are set by reference to individual performance, experience and market conditions with a view to providing a package appropriate for the responsibilities involved.

Directors’ contracts are designed to provide the assurance of continuity which the company desires. There are no provisions for pre-determined compensation on termination. Pensions for directors were based on salary alone and were provided by the company defined contribution scheme and defined benefits scheme. Contributions were paid to these schemes in accordance with independent actuarial recommendations or funding rates determined by the remuneration committee as appropriate to the type of scheme. From 2010 no benefits have accrued to directors under these schemes. Non-executive directors have no service contracts and no pension contributions are made on their behalf.
Remuneration Committee – Terms of Reference

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.
AIM Compliance Committee – Terms of Reference

To ensure that these obligations are being discharged, the board has established a committee of the board (the ‘AIM committee’), chaired by Vivien Langford. 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 year under review.

UK City Code on Takeovers and Mergers

The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.

Key advisers

Registrars and share transfer office:	Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR Telephone: 01252 821390 – lines are open 9.00am to 5.30pm Monday to Friday.
Independent auditors:	PKF Cooper Parry Group Limited, Sky View, Argosy Road, East Midlands Airport, Castle Donington, Derby DE74 2SA
Bankers:	HSBC Bank plc, 79 Regent Street, Kingswood, Bristol BS15 8LH
Solicitors:	Roxburgh Milkins Limited, Merchants House North, Wapping Road, Bristol BS1 4RW
Nominated adviser and broker:	Cairn Financial Advisers LLP, Cheyne House, 62-63 Cheapside, London EC2V 6AX Telephone: 020 7213 0880