Acquisition by Aford Awards

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.

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