The information given below has been disclosed pursuant to Rule 26 of the AIM Rules for Companies. The last update was on 29 September 2021.

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 (as amended 2020)

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 21,000,000 and shares not in public hands are 15,169,301 representing 72.2% of the issued share capital of the company. No securities are currently held in treasury.

Shareholder Name (* Director/Non-executive Director)	Amount	% Holding
Jim Nominees Ltd (1)	5,530,301	26.33
Charles Stanley & Co Ltd Rock (Nominees) Ltd (2) (4)	4,782,445	22.77
David Horner *	3,621,162	17.24
Mrs M C Horner (3)	1,000,000	4.76
Altonover Enterprises Limited	1,000,000	4.76
Lawshare Nominees (5)	829,646	3.95
1. Included within this holding are shares held by Chelverton Growth Trust plc (5,460,301, 26.0%) 2. Included within this holding are shares held on behalf of David A Horner and close family members. Holdings are on behalf of D A Horner (1,105,338 shares, 5.26%), on behalf of Mrs M C Horner (22,500 shares, 0.11%) and on behalf of his mother, Mrs E Horner (350,000 shares, 1.67%). 3. The overall holding for Mrs M C Horner is 1,022,500 shares, 4.87%, being 1,000,000 shares held personally and 22,500 shares held in Charles Stanley & Co Ltd Rock (Nominees) Ltd. The overall beneficial holding of the Horner family is 6,299,000 Ordinary Shares, representing 29.99% of the Company’s issued share capital. 4. Included within this holding are shares held by M E Thistlethwayte and his family. M E Thistlethwayte holds personally and on behalf of his wife and children 2,410,000 shares, 11.48%. Mrs R Thistlethwayte holds 590,000 shares, 2.81%. 5. Included within this holding are 522,709 shares of which M D Pollard is the beneficial owner and a further 166,667 shares owned by his mother, Mrs C Pollard, over which he has investment authority, 3.28%.

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 [Last updated 21 September 2020]

Directors

David Horner Executive Chairman (61). Read more…
Vivien Langford Finance Director and Company Secretary (59). Read more…
Geoff Martin Independent Non-Executive Director (76). Read more…
David Johnson Independent Non-Executive Director (61). Read more…

Committees

Audit committee
This committee comprises Geoff Martin (Chair) and David Johnson. 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 David Johnson (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 David Johnson (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

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, 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX Telephone: 01252 821390 – lines are open 9.00am to 5.30pm Monday to Friday.
Independent auditors:	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