REG - CEPS PLC - Concert Party Update

CepsAnnouncement

18/03/2024 07:00

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RNS Number : 1450H  CEPS PLC  18 March 2024

18 March 2024

CEPS PLC

 ("CEPS" or the "Company")

 

Concert Party Update

 

Under the City Code on Takeovers and Mergers (the "Code") published by the
Panel on Takeovers and Mergers (the "Panel"), a concert party arises where
persons who, pursuant to an agreement or understanding (whether formal or
informal), co-operate to obtain or consolidate control (as defined in the
Code) of a company or to frustrate the successful outcome of an offer for a
company.

Certain persons will be presumed, as set out in the Definitions in the Code,
to be persons acting in concert with other persons in the same category unless
the contrary is established.

In a circular to Shareholders dated 11 January 2007 ("Circular"), CEPS sought
approval of a waiver by the Panel and of Independent Shareholders (as defined
under the Code) of Rule 9. This Circular contained details of a concert party
of which David Horner and his immediate family were members ("2007CP"). The
2007CP was originally formed as a result of a refinancing in CEPS which took
place in April 2004 in which each of the 2007CP members participated. In
December 2009, and as agreed with the Panel, the 2007CP was expanded. Since
2009, the Company has kept a record of the shareholdings of the members of the
2009CP. Given family relationships and holdings in various entities, David
Horner has also distinguished himself and his related holdings as a sub
concert party from the wider 2009CP.

The Company has now agreed with the Panel that due to changing circumstances
and relationships, the following members of the 2009CP should be removed from
the concert party moving forward:

 

-       Mark Thistlethwayte, his children and his related trusts

-       Hugo Deschampsneufs and his pension fund

-       Linda Deschampsneufs

-       David Dunbar and his pension fund

-       Colinette Holdings Limited

-       Belas Knapp Trust

-       Stanton Trust

-       Chelverton Growth Trust plc

-       Peter Cook

-       Karen Cook

-       Tom Sinclair

-       David Abell

-       Richard Organ

-       Robert Mitchell

-       Geoff Martin

-       Heather Martin

-       Chris Ball

-       Robin Boyle and his pension fund

-       Helen Veale

-       David Munn

-       David Hart

 

The Company has also agreed with the Panel that a number of new members should
be added due to their connections and relationships to the existing Concert
Party. As such, the Panel has agreed that the concert party now comprises the
following members ("2023CP") and should include a sub-concert party for David
Horner and the holdings which he controls:

                                      Number of Ordinary Shares held as at the date of this Announcement                                 Per cent. if the Company's issued share capital (%)

 David Horner                                             5,076,500                                                                      24.174%
 Mary Horner                                              1,022,500                                                                      4.869%
 Harry Horner                                                100,000                                                                     0.476%
 Tom Horner                                                  100,000                                                                     0.476%
 Chelverton Asset Management Limited  nil                                                                                                0.000%
 Horner Sub-Concert Party                                                                                         6,299,000              29.995%

 David Johnson                                               250,000                                                                     1.190%
 Kevin Allen                                                 221,672                                                                     1.056%
 Vivien Langford                                             150,000                                                                     0.714%
 Simon Stephenson                                            101,366                                                                     0.483%
 Ian Buckley                                                    61,000                                                                   0.290%
 Ian Martin                                                       1,200                                                                  0.006%
                                                                                                                     785,238             3.739%

 Wider Concert Party                                                                                              7,084,238              33.734%

 

The members of the 2023CP are interested in shares carrying more than 30% of
the voting rights of the Company but will not hold shares carrying more than
50% of the voting rights of the Company. For so long as they continue to be
acting in concert, any increase in their aggregate interest in shares will be
subject to the provisions of Rule 9 of the Code.

The Directors of the Company accept responsibility for the content of this
announcement.

Enquiries

 

 CEPS PLC

 Geoff Martin, Non-executive Director             +44 1225 483030

 Cairn Financial Advisers LLP

 James Caithie / Sandy Jamieson / Emily Staples   +44 20 7213 0880

 

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