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REG - CEPS PLC - Half-year Report

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RNS Number : 0547B  CEPS PLC  29 September 2022

29 September 2022

 

 

CEPS PLC

("CEPS", "CEPS Group" "Group" or "Company")

 

HALF-YEARLY REPORT

 

The Board is pleased to announce its unaudited half-yearly report for the six
months ended 30 June 2022.

 

CHAIRMAN'S STATEMENT

 

On Thursday 8 September 2022, our much-admired and loved Queen Elizabeth II
died suddenly, only two days after receiving the resignation of her Prime
Minister, Boris Johnson and inviting Liz Truss to take over his role.  As
someone who has lived their entire life under her reign this change, whilst of
course inevitable, has led to a period of great reflection by the nation.

As a nation we are in a period of flux and change, including a new Prime
Minister and Cabinet.  It is to be hoped and expected that positive changes
will be made addressing some long-term but unaddressed issues which will, in
time, lead to very positive outcomes.  More of the same, which has done so
little for the past 30 years, needed to change.

Whilst it is too early to comment on our new Prime Minister, after she has had
only a few weeks in power, we all need to wish her good luck in her desire to
improve our country and would add that I like many of her proposed ideas which
she set out in her successful campaign to be chosen as the new Conservative
leader and, thus, Prime Minister.  Of course, only time will tell what her
performance will be in what is probably the most important and difficult job
in the United Kingdom.

It is intriguing to note that the recent much discussed tax changes, apart
from the change in top rate tax, merely take things back to where they were
only a year ago.  In respect of the top tax rate of 45%, the Labour
Government was also quite happy for all but the last few weeks of their
13-year period in office to have a tax rate of 40%.

The country, both the public and businesses, finally having substantially
recovered from the problems caused by the Coronavirus pandemic, have now been
thrown into a further period of uncertainty by the problems caused by the
Russian invasion of the Ukraine.  Whilst the fact that Russia is one of the
world's largest oil and gas producers and the major supplier of Europe's
energy has enabled it to weaponise this position to bring pressure on all its
opponents who are horrified by its actions.  It is another lesson to our
political class that security of the nation's energy and food supplies, even
at a cost, is very, very important.  It is to be hoped that greater emphasis
will be put on the creation of energy from renewables, and from hydro and wave
power, alongside the creation of resilient back up supplies including from
nuclear.  Energy produced from fusion still being some way off.

In this environment caution is our watch word and, thus, our Group will act
accordingly.

Review of the period

We are generally pleased with the ongoing progress being made by the CEPS
Group and were hoping for a background of steadily improving macroeconomic
conditions for the rest of the year and going into 2023.

 

However, whilst our companies have continued to make progress the outlook for
the future is of course very uncertain.

 

In common with every other company in the UK, the management teams have been
confronted by sharply rising prices of input materials, energy costs,
availability of product and a shortage of available labour.

 

Our management teams are doing a very good job in managing the best they can
in the circumstances and will continue to do so.

 

As readers of my various reports are aware, I have been concerned about the
current availability of labour and the likelihood of a significant tightening
of the labour supply in the future.  As a Board, we are investigating
appointing consultants to review all of the business units and to advise on
the introduction of technology to reduce labour input into every operational
aspect of the Company.  We do not expect any single improvement to make a
massive difference, but do expect to make a large number of small
improvements.  We expect this to lead to a reduction in costs, improvement in
quality and corporate resilience.

Operational review

 

Aford Awards

 

Aford Awards has continued its strong recovery with the acquisitions made last
year fully contributing to this result.

 

On the 12 April 2022, the Company announced the acquisition, by Aford Awards,
of the business and assets of Impact Promotional Merchandise Limited for a
total price of £1,008,000 of which £450,000 was deferred over a three-year
period.  The integration of this business is now complete and is making a
healthy contribution.

 

Friedman's including Milano International

 

Friedman's has produced a further strong recovery.  Milano's recovery is
taking longer, but it is felt the sponsorship of British Gymnastics will lead
to further growth.

 

Hickton Group

 

This is a year of consolidation after the past 18 months of growth by
acquisition.  In order to ensure that the company continues to grow in a
controlled manner, more operational oversight and, therefore, expense has been
put in place.  It is felt, by the Board, that this will be highly beneficial
in the future.  There remains significant corporate activity in what is a
very dynamic marketplace.

 

Vale Brothers

 

Vale Brothers has been faced with rapidly rising prices on its Far East
sourced products and on its component input prices.  Whilst it has increased
its own prices, by what in recent historical times would be very large
increases, they have in hindsight not been enough.  Further price rises are
now in place and the business is being restructured to better position it.
 

 

Financial review

 

Unsurprisingly, given that the first six months of 2021 were subject to
lockdown regulations, sales in each company are up on the previous year at
this stage, with total sales of £12,988,000 in H1 2022 against £8,970,000 in
H1 2021, an increase of 44.8%.

 

Aford Awards generated revenue of £1,560,000 for the first six months of 2022
compared to £515,000 for the same period in 2021.  The segmental result,
presented as EBITDA, was £410,000 in H1 2022 compared to £164,000 in the
same period in the previous year.

 

Revenue from Friedman's and Milano International was £3,192,000 in H1 2022
compared to £1,857,000 in H1 2021, with a return to more normal trading
conditions.  EBITDA also improved from £82,000 in H1 2021 to £227,000 in H1
2022.

 

Hickton Group's revenue in H1 2022 increased to £8,236,000 from £6,598,000
in the same period of 2021.  As mentioned above, additional costs have been
incurred by Hickton Group in 2022.  For this reason EBITDA (after exceptional
items) has reduced from £980,000 in the first six months of 2021 to £820,000
in H1 of 2022.

 

The operating profit for CEPS increased by 15.0% from £809,000 in H1 2021 to
£930,000 in H1 2022.  Included within operating profit are CEPS Group costs
which have remained constant at £167,000 for the six months (2021:
£164,000).  The majority of other operating income of £240,000 in H1 2021
was derived from the Coronavirus Job Retention Scheme grant and other similar
government grants which are no longer available.

 

The £59,000 share of associate loss relates to the performance of Vale
Brothers and compares to a £25,000 profit in the same period of 2021.
Action is being taken to restructure this business.

 

Net finance costs have reduced slightly period-on-period from £357,000 in H1
2021 to £344,000 in H1 2022 and the corporation tax charge of £67,000 (H1
2021: £137,000) is primarily a provisional charge on the profits generated by
the Hickton Group and benefits from the ability to use the Company's loss to
offset Aford Awards' taxable profits.

 

Profit for the period was £460,000 compared to £340,000 for the first six
months of 2021.  This, together with the increased contribution from Aford
Awards, where the CEPS Group holds 75%, has resulted in an improved earnings
per share attributable to owners of the parent of 1.07p (H1 2021: 0.73p).

 

The Consolidated Statement of Financial Position includes provisional figures
for the acquisition by Aford Awards of Impact Promotional Merchandise
Limited.  These will be confirmed at the year end, but are not expected to be
materially different.

 

The Group saw an improvement in net cash generated from operating activities
between the two periods.  This amounted to £515,000 in H1 2021 and £825,000
in H1 2022.  The equity placing, including conversion of a loan from myself
to equity, for 4,000,000 new shares at 40p per share in September 2021
explains the increase in called up share capital and share premium when
comparing the periods.  It also explains the improvement in the gearing ratio
from 427% at 30 June 2021 to 158% at 30 June 2022 when net debt has remained
at roughly the same level.

 

Dividend

 

The Board remains keen to recommence the payment of dividends after a very
long time of non-payment.  However, a balance sheet reconstruction would be
required to allow this to happen and it is the Board's intention for proposals
to effect this to be put forward to shareholders next year.

 

Prospects

 

Whilst the macro position is uncertain, the CEPS Group of companies have faced
difficult times in the past few years and the management teams are showing
determination and resilience to ensure that their companies emerge from the
current difficulties in a better place in their markets.

 

 

 

David Horner

Chairman

29 September 2022

 

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

 David Horner, Chairman                                 +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.

CEPS PLC

Consolidated Statement of Comprehensive Income

Six months ended 30 June 2022

                                                                            Note                            Audited
                                                                                  Unaudited    Unaudited    12 months
                                                                                  6 months     6 months     to 31

to 30 June
to 30 June

            December

                                                                                  2022         2021         2021
                                                                                  £'000        £'000        £'000

 Revenue                                                                    5     12,988       8,970        20,333
 Cost of sales                                                                    (7,652)      (5,255)      (11,946)
 Gross profit                                                                     5,336        3,715        8,387
 Other operating income                                                           24           240          276
 Administration expenses                                                          (4,430)      (3,100)      (7,043)
 Operating profit before exceptional items                                        930          855          1,620
 Exceptional items                                                                -            (46)         -
 Operating profit                                                                 930          809          1,620

 Analysis of operating profit
 Trading                                                                          1,073        779          2,002
 Exceptional items                                                          3     -            (46)         -
 Other operating income                                                           24           240          -
 Group costs                                                                5     (167)        (164)        (382)
                                                                                  930          809          1,620
 Share of associate (loss)/profit                                                 (59)         25           66
 Net finance costs                                                          5     (344)        (357)        (690)
 Profit before tax                                                                527          477          996
 Taxation                                                                   5     (67)         (137)        (204)
 Profit for the period                                                            460          340          792

 Other comprehensive income
 Items that will not be reclassified to profit or loss                            -            -

                                                                                                            73
 Actuarial gain on defined benefit pension plans
 Other comprehensive income for the period, net of tax                            -            -            73
 Total comprehensive income for the period                                        460          340          865

 Income attributable to:
 Owners of the parent                                                             224          124          296
 Non-controlling interest                                                         236          216          496
                                                                                  460          340          792
 Total comprehensive income attributable to:
 Owners of the parent                                                             224          124          369
 Non-controlling interest                                                         236          216          496
                                                                                  460          340          865
 Earnings per share attributable to owners of the parent during the period
 basic and diluted                                                          6     1.07p        0.73p        1.64p

 

 

CEPS PLC

Consolidated Statement of Financial Position

As at 30 June 2022

                                                            Note  Unaudited  Unaudited  Audited
                                                                  as at      as at      as at
                                                                  30 June    30 June    31 December
                                                                  2022       2021       2021
                                                                             restated
                                                                  £'000      £'000      £'000
 Assets
 Non-current assets
 Property, plant and equipment                                    693        651        764
 Right-of-use assets                                        4     1,850      948        1,225
 Intangible assets                                                11,830     10,364     10,729
 Investment in associate                                          7          25         66
                                                                  14,380     11,988     12,784
 Current assets
 Inventories                                                      1,781      1,284      1,612
 Trade and other receivables                                      4,145      3,150      3,036
 Cash and cash equivalents                                                              2,081

 (excluding bank overdrafts)                                      1,743      2,114
                                                                  7,669      6,548      6,729

 Total assets                                               5     22,049     18,536     19,513

 Equity
 Capital and reserves attributable to owners of the parent
 Called up share capital                                    9     2,100      1,700      2,100
 Share premium                                                    7,017      5,841      7,017
 Retained earnings                                                (7,816)    (8,299)    (8,040)
                                                                  1,301      (758)      1,077
 Non-controlling interest in equity                               2,544      2,199      2,465
 Total equity                                                     3,845      1,441      3,542

 Liabilities
 Non-current liabilities
 Borrowings                                                       8,219      6,948      8,436
 Lease liabilities                                          4     1,652      882        1,096
 Trade and other payables                                         240        -          45
 Deferred tax liability                                           344        150        255
                                                                  10,455     7,980      9,832
 Current liabilities
 Borrowings                                                       2,097      4,119      1,759
 Lease liabilities                                          4     342        191        258
 Trade and other payables                                         4,180      3,357      3,141
 Current tax liabilities                                          1,130      1,448      981
                                                                  7,749      9,115      6,139

 Total liabilities                                          5     18,204     17,095     15,971

 Total equity and liabilities                                     22,049     18,536     19,513

 

CEPS PLC

Consolidated Statement of Cash Flows

Six months ended 30 June 2022

                                                                       Unaudited    Unaudited    Audited
                                                                       6 months to  6 months to  12 months to
                                                                       30 June      30 June      31 December
                                                                       2022         2021         2021
                                                                       £'000        £'000        £'000
 Cash flows from operating activities
 Profit for the financial period                                       460          340          792
 Adjustments for:
 Depreciation and amortisation                                         360          253          564
 Loss on disposal of fixed assets                                      -            1            6
 Pension contributions less than administrative charge                 -            -            84
 Share of associate loss/(profit)                                      59           (25)         (66)
 Net finance costs                                                     344          357          690
 Taxation charge                                                       67           137          204
 Changes in working capital
 Movement in inventories                                               (161)        157          (171)
 Movement in trade and other receivables                               (1,109)      (341)        (261)
 Movement in trade and other payables                                  881          (305)        (469)
 Cash generated from operations                                        901          574          1,373
 Corporation tax paid                                                  (76)         (59)         (187)
 Net cash generated from operating activities                          825          515          1,186

 Cash flows from investing activities
 Interest received                                                     6            6            13
 Acquisition of subsidiaries and businesses, net of cash acquired      (575)        (740)        (1,220)
 Purchase of property, plant and equipment                             (32)         (41)         (309)
 Proceeds from sale of assets                                          -            35           35
 Purchase of intangible fixed assets                                   (74)         (3)          (73)
 Net cash used in investing activities                                 (675)        (743)        (1,554)

 Cash flows from financing activities
 Issue of share capital                                                -            -            1,018
 Proceeds from borrowings                                              437          2,978        3,330
 Repayment of borrowings                                               (332)        (2,485)      (3,108)
 Dividends paid to minority shareholders in a subsidiary               (157)        -            -
 Proceeds from subsidiary share issue                                  -            5            4
 Interest paid                                                         (268)        (315)        (791)
 Lease liability payments                                              (168)        (173)        (336)
 Net cash flow (used in)/generated from financing activities           (488)        10           117
 Net decrease in cash and cash equivalents                             (338)        (218)        (251)
 Cash and cash equivalents at the beginning of the period              2,081        2,332        2,332
 Cash and cash equivalents at the end of the period                    1,743        2,114        2,081

 Cash and cash equivalents
 Cash at bank and in hand                                              1,743        2,114        2,081

 

 

 

 

 

 

 

 

CEPS PLC

Consolidated Statement of Changes in Equity

Six months ended 30 June 2022

 

                                                                      Share capital  Share premium  Retained earnings  Attributable to owners of the parent  Non-controlling interest  Total equity
                                                                      £'000          £'000          £'000              £'000                                 £'000                     £'000
 At 1 January 2021                                                    1,700          5,841          (8,402)            (861)                                 1,954                     1,093

 (audited)
 Profit and total comprehensive income for the period                 -              -              124                124                                   216                       340
 Changes in ownership interest in a subsidiary                        -              -              (21)               (21)                                  29                        8
 At 30 June 2021 (unaudited)                                          1,700          5,841          (8,299)            (758)                                 2,199                     1,441
 Actuarial gain                                                       -              -              73                 73                                    -                         73
 Profit for the period                                                -              -              172                172                                   280                       452
 Total comprehensive income for the financial period                  -              -              245                245                                   280                       525
 Shares issued in the period                                          400            1,176          -                  1,576                                 -                         1,576
 Changes in ownership interest                                        -              -              14                 14                                    (14)                      -

 in subsidiaries
 Total contributions and distributions recognised directly in equity  400            1,176          (7)                1,569                                 15                        1,584
 At 31 December 2021 (audited)                                        2,100          7,017          (8,040)            1,077                                 2,465                     3,542
 Profit and total comprehensive income for the financial period       -              -              224                224                                   236                       460
 Dividends paid to minority shareholders in a subsidiary              -              -              -                  -                                     (157)                     (157)
 At 30 June 2022 (unaudited)                                          2,100          7,017          (7,816)            1,301                                 2,544                     3,845

 

 

 

Notes to the financial information

1.    General information

The Company is a limited liability company incorporated and domiciled in the
UK. The address of its registered office is 11 Laura Place, Bath BA2 4BL and
the registered number of the company is 00507461.

The Company is quoted on AIM.

This condensed consolidated half-yearly financial information was approved by
the directors for issue on 29 September 2022.

This condensed consolidated half-yearly financial information does not
comprise statutory accounts within the meaning of section 434 of the Companies
Act 2006.  Statutory accounts for the year ended 31 December 2021 were
approved by the Board of directors on 9 May 2022 and delivered to the
Registrar of Companies.  The report of the auditor on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain any statement under section 498 of the Companies Act 2006.

This condensed consolidated half-yearly financial information has not been
reviewed or audited.

There is no specific seasonality in relation to the condensed consolidated
half-yearly financial information, although the impact of COVID-19 had some
effect on H1 2021.

Basis of preparation

This condensed consolidated half-yearly financial information for the six
months ended 30 June 2022 has been prepared in accordance with IAS 34,
'Interim Financial Reporting'.  The condensed consolidated half-yearly
financial information should be read in conjunction with the annual financial
statements for the year ended 31 December 2021, which have been prepared in
accordance with international accounting standards as adopted by the UK.

Accounting policies

The accounting policies applied are consistent with those of the annual
financial statements for the year ended 31 December 2021 and with those to be
applied for the year ending 31 December 2022, as described in the 2021 annual
financial statements. There are no new standards or interpretations expected
to be adopted in 2022 that would have a significant impact on the financial
statements.

2.    Acquisitions in the current period

Aford Awards Limited, one of the Company's subsidiaries, acquired the trade
and certain assets of the Impact Promotional Merchandise business on 12 April
2022 from Impact Promotional Merchandise Limited. The business supplies
trophies, awards and medals together with customised promotional merchandise
including mugs and clothing.

 

The acquisition had the following provisional effect on the Group's assets and
liabilities:

 

                                                                     £'000
 Customer relationship assets                                        230
 Website                                                             190
 Inventories                                                         8
 Deferred tax                                                        (101)
 Fair value of net identifiable assets and liabilities acquired      327
 Goodwill                                                            681
                                                                     1,008

 Cash consideration transferred                                      558
 Deferred consideration                                              450
                                                                     1,008

 

The cash outflow at the date of acquisition was £558,000 with deferred
consideration of £210,000 payable on 14 March 2023; £60,000 on 30
September 2023; £60,000 on 31 March 2024; £60,000 on 30 September 2024
and £60,000 on 31 March 2025.

 

3.    Exceptional items

There have been no material exceptional items in the period ended 30 June 2022
(£46,000 of acquisition expenses in the six months ended 30 June 2021).

4.    Right of use assets

£750,000 of the increase in right of use assets and lease liabilities in the
period ended 30 June 2022 results from new 10-year property leases entered
into by Aford Awards Limited in respect of its existing premises and a degree
of new adjoining space required by the growing business which commenced on 1
January 2022.

5.    Segmental analysis

The chief operating decision maker of the Group is its Board.  Each operating
segment regularly reports its performance to the Board which, based on those
reports, allocates resources to and assesses the performance of those
operating segments.

Operating segments and their principal activities are as follows:

 

-     Aford Awards, a sports trophy and engraving company.

-     Friedman's, a convertor and distributor of specialist lycra,
including Milano International (trading as Milano Pro-Sport), a designer and
manufacturer of leotards.

-     Hickton Group, comprising Hickton Quality Control, BRCS, Cook Brown
Building Control, Cook Brown Energy, Morgan Lambert and Qualitas Compliance,
providers of services in the construction industry.

 

The United Kingdom is the main country of operation from which the Group
derives its revenue and operating profit and is the principal location of the
assets of the Group.  The Group information provided below, therefore, also
represents the geographical segmental analysis. Of the £12,988,000

(2021: £8,970,000) of revenue, £12,115,000 (2021: £8,463,000) is derived
from UK customers.

The Board assesses the performance of each operating segment by a measure of
adjusted earnings before interest, tax, depreciation and amortisation and
Group costs.  Other information provided to the Board is measured in a manner
consistent with that in the financial statements.

i)     Results by segment

Unaudited 6 months to 30 June 2022

                                       Aford    Friedman's

Awards

                                                            Hickton   Total

Group
                                                             Group
                                       £'000    £'000       £'000     £'000
 Revenue                               1,560    3,192       8,236     12,988
 Segmental result (EBITDA)             410      227         820       1,457
 Right-of-use depreciation charge      (38)     (70)        (53)      (161)
 Depreciation and amortisation charge  (45)     (96)        (58)      (199)
 Group costs                                                          (167)
 Share of associate loss                                              (59)
 Net finance costs                                                    (344)
 Profit before taxation                                               527
 Taxation                                                             (67)
 Profit for the period                                                460

 

 

 

 

 

Unaudited 6 months to 30 June 2021

                                                     Aford    Friedman's

Awards

                                                                          Hickton   Total

Group
                                                                           Group
                                                     £'000    £'000       £'000     £'000
 Revenue                                             515      1,857       6,598     8,970
 Segmental result (EBITDA) before exceptional items  164      82          1,026     1,272
 Exceptional item                                    -        -           (46)      (46)
 Segmental result (EBITDA) after exceptional items   164      82          980       1,226
 Right-of-use depreciation charge                    (22)     (70)        (40)      (132)
 Depreciation and amortisation charge                (3)      (82)        (36)      (121)
 Group costs                                                                        (164)
 Share of associate profit                                                          25
 Net finance costs                                                                  (357)
 Profit before taxation                                                             477
 Taxation                                                                           (137)
 Profit for the period                                                              340

Audited 12 months to 31 December 2021

                                       Aford    Friedman's

Awards

                                                            Hickton      Total

Group
                                                               Group
                                       £'000    £'000       £'000        £'000
 Revenue                               1,385    4,762       14,186       20,333
 Segmental result (EBITDA)             235      809         1,521        2,565
 Right-of-use depreciation charge      (45)     (168)       (93)         (306)
 Depreciation and amortisation charge  (22)     (135)       (100)        (257)
 Group costs                                                             (382)
 Share of associate profit                                               66
 Net finance costs                                                       (690)
 Profit before taxation                                                  996
 Taxation                                                                (204)
 Profit for the year                                                     792

 

ii)     Assets and liabilities by segment

 Unaudited as at 30 June         Segment assets      Segment liabilities     Segment net assets/(liabilities)
                                 2022      2021      2022        2021        2022                2021
                                 £'000     £'000     £'000       £'000       £'000               £'000
 Continuing operations:
 CEPS Group                      167       119       (5,322)     (6,246)     (5,155)             (6,127)
 Aford Awards                    4,039     1,599     (2,152)     (511)       1,887               1,088
 Friedman's                      7,538     7,141     (2,390)     (2,114)     5,148               5,027
 Hickton Group                   10,305    9,677     (8,340)     (8,224)     1,965               1,453
 Total - Group                   22,049    18,536    (18,204)    (17,095)    3,845               1,441

 Audited as at 31 December 2021  Segment assets      Segment liabilities      Segment net assets/(liabilities)
                                 £'000               £'000                   £'000
 Continuing operations:
 CEPS Group                      543                 (5,251)                 (4,708)
 Aford Awards                    1,974               (789)                   1,185
 Friedman's                      7,620               (2,146)                 5,474
 Hickton Group                   9,376               (7,785)                 1,591
 Total - Group                   19,513              (15,971)                3,542

 

6.    Earnings per share

 

Basic earnings per share is calculated on the profit after taxation for the
period attributable to owners of the Company of £224,000 (2021: £124,000)
and on 21,000,000 (2021: 17,000,000) ordinary shares, being the weighted
number in issue during the period.

 

 

7.    Net debt and gearing

Gearing ratios at 30 June 2022, 30 June 2021 and 31 December 2021 are as
follows:

 

                                  Group            Group            Group audited

                                  unaudited        unaudited        31 December 2021

                                   30 June 2022     30 June 2021
                                  £'000            £'000            £'000

 Total borrowings                 7,818            8,272            7,633
 Less: cash and cash equivalents  (1,743)          (2,114)          (2,081)
 Net debt                         6,075            6,158            5,552
 Total equity                     3,845            1,441            3,542
 Gearing ratio                    158%             427%             157%

 

In order to provide a more meaningful gearing ratio, total borrowings are the
sum of bank borrowings and third-party debt, excluding loan notes used to
finance the Group's acquisitions.

 

8.       Pension scheme

Further to the announcement on 13 December 2021 that the Trustees of the
Company's defined benefit scheme (the Dinkie Heel plc Retirement Benefits
Scheme (the "Scheme")) had entered into a buy-in contract with Aviva, the
Scheme is now being formally wound-up with effect from 1 June 2022.

 

It is expected that the Scheme will have surplus funds once the final
balancing premium is paid to Aviva conditional on the Scheme completing a
process to verify the detailed amounts payable to members and dependants.
This process should be complete within the next 12 months.  The amount the
Trustees expect may be left over is in the order of £700,000 (the
"Surplus") although it may be more or less than that.  In accordance with the
formal rules of the Scheme, it is the intention of the Trustees to pay the
Surplus to CEPS PLC, as the employer for the Scheme, after deducting the
required amount of tax, currently expected to be 35% and the net amount
receivable would then be £455,000.

 

Historically, the actuarial surplus on the Scheme has not been recognised in
the Company's accounts as the Company does not have an unconditional right to
refunds of surpluses arising in the Scheme.  The contingent asset will not be
recognised until there is certainty over the final amount and receipt and any
payment of the Surplus to CEPS PLC will have a positive impact on the
Company's and Group's balance sheet when it is received.

 

 

 

9.       Share capital and premium

                                     Number of shares  Share capital  Share premium  Total

£'000
£'000
£'000

 At 1 January 2022 and 30 June 2022  21,000,000        2,100          7,017          9,117

 

 

10.     Related-party transactions

During the period the Company entered into the following transactions with its
subsidiary groups:

                                               Aford Awards Group Holdings Limited

                                               £'000

                                                                                    Signature Fabrics Limited   Hickton Group Limited

                                                                                    £'000                       £'000
 Loan note interest receivable
 - 6 months to 30 June 2022                    32                                   30                          95
 - 6 months to 30 June 2021                    24                                   30                          89
 - For the year to 31 December 2021 (audited)  49                                   60                          185
 Management charge income receivable
 - 6 months to 30 June 2022                    10                                   18                          6
 - 6 months to 30 June 2021                    10                                   18                          6
 - For the year to 31 December 2021 (audited)  20                                   35                          13
 Amount owed to the Company
 - 30 June 2022                                1,235                                1,164                       2,382
 - 30 June 2021                                685                                  1,105                       2,416
 - For the year to 31 December 2021 (audited)  798                                  1,135                       2,382

 

The Company is under the control of its shareholders and not any one
individual party.

Statement of directors' responsibility

The directors confirm that, to the best of their knowledge, these condensed
consolidated half-yearly financial statements have been prepared in accordance
with IAS 34 as adopted by the United Kingdom.  The interim management report
includes a fair review of the information required by DTR 4.2.7R and DTR
4.2.8R, namely:

 

·           an indication of important events that have occurred
during the first six months of the financial year and their impact on the
condensed set of financial statements; and

 

·           material related-party transactions in the first six
months of the financial year and any material changes in the related-party
transactions described in the last Annual Report.

 

A list of current directors is maintained on the CEPS PLC website:
www.cepsplc.com

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