Concert Party Update
Concert party composition updated following Panel agreement; members now hold 33.7% of shares.
- Horner Sub-Concert Party shareholding 6,299,000 shares (29.995%)
- Wider Concert Party shareholding 7,084,238 shares (33.734%)
- David Horner shareholding 5,076,500 shares (24.174%)
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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.
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