LONDON: CEPS Plc said Tuesday that a majority-owned subsidiary has acquired Primary Teaching Services Limited, an East Yorkshire supplier of reward products for primary schools, in a deal worth up to £4.59 million.

The subsidiary, Aford Awards Group Holdings Limited, which CEPS owns 75%, bought the entire share capital of Primary Teaching Services, known as PTS, through a newly formed company. The acquisition was completed Tuesday.

The maximum price includes £3.016 million in cash paid at completion, £846,000 in vendor loan notes, £120,000 in shareholder loan notes and £8,000 in equity rolled into the new company. A further £600,000 in deferred earn-out payments depends on PTS meeting performance targets for the financial year ending Feb. 28, 2027. That portion will be paid half in cash and half in vendor loan notes.

Aford Awards is also subscribing for £2 million in acquisition loan notes and an additional £1.35 million in shareholder loan notes.

The vendor, acquisition and shareholder loan notes carry annual interest of 6%, 7% and 8%, respectively. Vendor notes rank ahead of acquisition notes, which rank ahead of shareholder notes.

CEPS funded the purchase from its existing cash through an unsecured loan to Aford Awards.

After the deal, Aford Awards will hold 90% of the new company, with the remaining 10% owned by PTS’s management team.

Founded in 1995, PTS supplies educational motivational products and classroom resources to primary schools across the U.K. Its range includes customized stickers, stampers, badges, certificates, merit charts and learning aids, designed to encourage pupil engagement and good behavior.

For the financial year ended Feb. 28, 2026, PTS reported unaudited revenue of £4.4 million and unaudited pre-tax profit of £594,200. Its unaudited net assets stood at £1,460,897 on that date.

CEPS said some costs will not continue after completion. Excluding them, the company’s board estimates PTS’s adjusted “normalized” EBITDA at about £810,000 for the same year.

CEPS described the transaction as a “bolt-on” acquisition that fits its strategy of creating value for shareholders.