Ceps PLCLSE: CEPS

Ceps: Acquisition by Aford Awards

· Issued by Ceps PLC

Summary by 6ix AI

On October 6, 2026, Aford Awards Group Holdings Limited (AAGHL), a 75% owned subsidiary of CEPS, acquired the entire issued share capital of Primary Teaching Services Limited (PTS) through a newly incorporated company (NewCo), for a total maximum consideration of £4,590,000. PTS is an East Yorkshire supplier of reward materials and classroom resources for primary schools.

Key details

  • The consideration comprises £3,016,000 of cash payable on completion, £846,000 of vendor loan notes (loan notes are a form of debt), £120,000 of shareholder loan notes, £8,000 of equity rolled into NewCo and a maximum of £600,000 of deferred earn-out consideration.
  • AAGHL is subscribing for £2,000,000 of acquisition loan notes and a further £1,350,000 of shareholder loan notes. Vendor, acquisition and shareholder loan notes bear interest at 6%, 7% and 8% a year respectively, with vendor notes ranking first, then acquisition notes, then shareholder notes.
  • The consideration was paid from CEPS' existing cash through an unsecured loan from CEPS to AAGHL. After completion, AAGHL will hold 90% of the issued share capital of NewCo, with the remaining 10% held by the management team.
  • For the financial year ended February 28, 2026, PTS had unaudited revenue of £4.4 million and unaudited profit before tax of £594,200. Its unaudited net assets were £1,460,897 at February 28, 2026.
  • The CEPS Board, expecting a number of non-continuing costs to be removed after completion, estimates that PTS generated adjusted normalised EBITDA (earnings before interest, tax, depreciation and amortisation) of approximately £810,000 for the financial year ended February 28, 2026.

What’s still pending

  • The earn-out of up to £600,000 depends on PTS achieving performance targets for the financial year ending February 28, 2027, and would be paid equally in cash and vendor loan notes.

6ix AI wrote this summary from the release below and checked it against the release.

On 6ix: 6ix.com/news/acquisition-by-aford-awards

CEPS PLC
07 October 2026
 

CEPS PLC

(“CEPS” or the “Company”)

Acquisition by Aford Awards

CEPS announces that, on 6 October 2026, Aford Awards Group Holdings Limited (“AAGHL”), a 75% owned subsidiary of CEPS, acquired the entire issued share capital of Primary Teaching Services Limited (“PTS”) (the “Acquisition”), through a newly incorporated company (“NewCo”).

The total maximum consideration for the Acquisition is £4,590,000, comprising £3,016,000 of cash payable on completion, £846,000 of vendor loan notes, £120,000 of shareholder loan notes, £8,000 of equity rolled into NewCo and a maximum of £600,000 of deferred earn-out consideration linked to the achievement of performance targets for the financial year ending 28 February 2027 (the “Earn Out”). The Earn Out consideration will be satisfied equally in cash and vendor loan notes.

AAGHL is subscribing for £2,000,000 of acquisition loan notes and a further £1,350,000 of shareholder loan notes in connection with the Acquisition.

The vendor loan notes, acquisition loan notes and shareholder loan notes bear interest at rates of 6%, 7% and 8% per annum, respectively, with the vendor loan notes ranking senior to the acquisition loan notes, which in turn rank senior to the shareholder loan notes.

The consideration has been satisfied from CEPS’ existing cash resources, in the form of an unsecured loan from CEPS to AAGHL.

Following completion of the Acquisition, AAGHL will hold 90% of the issued share capital of NewCo, with the remaining 10% held by the management team.

Based in East Yorkshire, PTS is a leading UK supplier of educational motivational products and classroom resources. Established in 1995, the company specialises in reward materials designed to boost pupil engagement and positive behaviour, with products including customised stickers, stampers, badges, certificates, merit charts and learning aids. PTS is trusted by primary schools nationwide, and the child-friendly designs help teachers celebrate student achievement.

As at 28 February 2026, PTS had unaudited net assets of £1,460,897. For the financial year ended 28 February 2026, PTS generated unaudited revenue of £4.4 million and an unaudited profit before tax of £594,200.

Following completion, a number of non-continuing costs are expected to be removed from the business. On this basis, the Board estimates that PTS generated adjusted ‘normalised’ EBITDA of approximately £810,000 for the financial year ended 28 February 2026.

This "bolt-on" acquisition aligns with CEPS' value creation strategy for shareholders.

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

SPARK Advisory Partners Limited

Mark Brady/Dillon Wall

+44 20 3368 3550/3551

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