REG - CEPS PLC - Acquisition of Millington Lord Limited

CepsAnnouncement

15/03/2021 15:55

RNS Number : 3122S
  
CEPS PLC
  
15 March 2021
  
 

 
15 March 2021
CEPS PLC
 ("CEPS" or the "Company")
 
Acquisition by Hickton Group Limited of Millington Lord Limited
 
 
The Board of CEPS is pleased to announce that Hickton Group Limited ("HGL"), the Company's 54.7% subsidiary, has today completed the acquisition of the entire issued share capital of Millington Lord Limited ("MLL") from GT Realisations Limited (formerly Gas Tag Limited) (the "Acquisition"). 
 
MLL is a holding company, with three wholly owned subsidiaries; Morgan Lambert Limited ("ML"), Qualitas Compliance Limited ("QC") and Morgan Lambert Electrical Limited ("MLE"). Neither MLL nor MLE are actively trading. The MLL group, which is based out of Selby, North Yorkshire, is a gas and electrical safety consultancy, providing auditing, consulting and training services. ML is the group's principal operating subsidiary and services clients in the social housing market, whereas QC provides the same services to private sector clients.
 
For the year ended 31 March 2020, the unaudited management accounts of each MLL group entity show profit before tax and nets assets as follows:
 







Profit before tax (£)


Net assets (£)




Millington Lord Limited


Nil


816,315




Morgan Lambert Limited


258,667


1,089,733




Qualitas Compliance Limited


69,281


127,564




Morgan Lambert Electrical Limited


Nil


Nil



 
 
The consideration for the Acquisition is a maximum of £1.1 million and comprises a cash payment on completion of £700,000 plus a further £299,999 deferred, to be paid in two instalments; £150,000 on or before 30 June 2021; and £149,999 on or before 31 August 2021. An additional up to £100,000 may be payable, dependent on the combined MLL group achieving certain turnover targets over the same period. The Acquisition is being funded from existing cash resources within HGL.
 
The management team of MLL will continue to run the business post-acquisition. The services provided are complementary to the quality-focused activities of the current Clerks of Works and Corporate Approved Inspector businesses within HGL, and it is expected that there will be opportunities to cross-sell services across the respective clients, as well as exploiting the efficiencies that will come from the central resources that the enlarged group will be able to call upon.
 
As such, the Acquisition fits with HGL's strategy of broadening its service offering into complementary areas and working with management who are committed to developing their business further. The directors of CEPS ("Directors") believe that each group company will benefit from the relationship moving forward and as such that the Acquisition will be a valuable addition to the CEPS group of companies.
 
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.

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