AIM Rule 26

The information below is disclosed by EPE Special Opportunities Limited ("ESO" or the "Company") for the purposes of AIM Rule 26 and was last updated on 28 April 2021.

The information made available on this website is provided in accordance with the requirements of the AIM Rules for Companies. Nothing on this website should be taken to constitute an offer of, or the solicitation of an offer of, any shares or other securities of the Company, whether in respect of any person in (or citizen or resident of, or a corporation, partnership or other entity created or organised in) the United States of America, its territories or possessions, including the District of Columbia, Canada, the Republic of Ireland, Australia or Japan (the "Excluded Territories") or in any other jurisdiction. Certain documents may only be viewed by persons who confirm to the Company that they are not citizens of, or resident, in the Excluded Territories. None of the shares or securities of the Company have been or will be registered under the securities laws of any Excluded Territory.

EPE Special Opportunities Limited operates out of Jersey and is incorporated in Bermuda. The Company's shares are admitted to trading on AIM of the London Stock Exchange. As a result, EPE Special Opportunities Limited is not subject to the UK’s City Code on Takeovers and Mergers.

2018 Migration to Bermuda

On 1 August 2018, the Company announced a proposed migration from the Isle of Man to Bermuda.

Details of the migration may be found in the circular to shareholders available here

The Company released a Schedule One announcement on 1 August 2018 which may be found here. The appendix to this announcment may be found here.

The Migration was completed on 12 September 2018.

Admission Document and Circulars

EPE Special Opportunites Limited was formerly known as EPE Special Opportunities plc and prior to that EPIC Reconstruction plc.

On 1 August 2018, the Company announced a proposed migration from the Isle of Man to Bermuda. The Migration was completed on 12 September 2018 and the shares were re-addmitted to AIM shortly thereafter. As part of this transaction the Company's name was changed from EPE Special Opportunities plc to EPE Special Opportunities Limited.

In September 2008 a shareholder circular was issued recommending the restructure of investment advisory arrangement, the name change, purchase of shares and cancellation of the share premium account. On 15 September 2008, following agreement from all voting shareholders the name of the fund was changed from EPIC Reconstruction plc to EPE Special Opportunities plc.

Please click on the link below to access the Company's Admission Document and Circulars.

 > Admission Document and Circulars

Advisors

Please click on the link below for details of the Company's Nominated Advisor and other key advisors.

> Advisors

Business Description and Investing Policy

EPE Special Opportunities Limited ("ESO") is an AIM-quoted, private equity investment company whose objective is to provide long-term return on equity for its shareholders by investing in small and medium sized companies.

ESO seeks to invest up to £30m in growth capital, buyout, distressed and PIPE situations and has the flexibility to invest publicly as well as privately. The Company is also able to invest in Special Purpose Acquisition Companies (“SPACs”) and third party funds.

ESO will consider most industry sectors including consumer and retail, financial services, manufacturing and the wider services sector (including education, healthcare and business services).

ESO targets companies with strong fundamentals, including defensible competitive positioning and high levels of cash generation, and seeks to partner with outstanding management teams to combine operational and financial expertise in each investment.

ESO's portfolio may be concentrated in order to focus on a small number of high-quality assets, generally between two and ten at any one time.

EPIC Private Equity LLP is investment advisor to ESO.

Committees

Please click on the link below for Committee details.

>  Committees

Company Announcements

In accordance with AIM Rule 26 and Market Abuse Regulations announcements made by the Company will be available for a period of at least 5 years. 

Please click on the link below for announcements made by the Company. 

 > Company Announcements

Corporate Governance

The Company has adopted the QCA Code for Corporate Governance. Explanation of the Company's compliance can be found here.

The Company is not subject to the UK’s City Code on Takeovers and Mergers (see statement on shareholder rights)

Country of Incorporation and Main Country of Operation

The Company was continued to and incorporated in Bermuda on 12 September 2018 (with company number 53954).

EPE Special Opportunities Limited conducts its operations from Jersey and is resident in Jersey for tax purposes.

Current Constitutional Documents

Please click on the link below for the Current Constitutional Documents

 > Current Constitutional Documents

Details of any Restrictions on the Transfer of Securities

There are no restrictions on the transfer of securities.

Details of Other Exchanges and Trading Platforms

The Company's Ordinary Shares of 5p each are also admitted to trading on the Growth Market of the Aquis Stock Exchange, the primary market operated by NEX Group plc.

Directors and Biographical Details

Please click on the link below for the names of the directors and brief biographical details of each.

>  Board of Directors

Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

The Directors are required to prepare financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange they are required to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the EU (IFRS as adopted by the EU), as applicable to a Bermuda company and applicable law.

The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing the Company’s financial statements, the Directors are required to:

  • make judgements and estimates that are reasonable, relevant and reliable;
  • state whether they have been prepared in accordance with IFRS as adopted by the EU;
  • assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
  • use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Bermuda Companies Act. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in Bermuda governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Financial Information

Please click on the link below for the Company's financial reports and information.

> Report and Accounts

Major Shareholders

As at 31 January 2021, or as subsequently announced in PDMR or TR1 notifications, the following shareholders held >3.0% voting rights in the Company:

Shareholder % Of Class
Giles Brand 32.10
Corporation of Lloyds 9.92
Premier Miton Investors 6.75
Canaccord Genuity Wealth Management 6.22
Boston Trust Company Limited (Trustee to the ESO JSOP Scheme) 4.47
Lombard Odier Darier Hentsch 3.11
Total 62.57

 

As at 31 January 2021 EPE Special Opportunities holds 2,467,731 shares in Treasury.

As at 31 January 2021 the Company has 3,987,729 Unsecured Loan Notes (ULN) in issue that are quoted on the Gowth Market of the Aquis Exchange.

As at 31 January 2021 Boston Trust Company Limited (Trustees of The EPE Special Opportunities Share Matching Scheme) holds 1,419,004 shares.

Shares in Issue

As at 31 January 2021, the number of Ordinary Shares in issue, not held by the Company in treasury, and the figure to be used as the denominator for calculations of interests in the Company's voting rights, was 32,148,823 Ordinary Shares.

As at 31 January 2021, the number of Ordinary Shares in issue and held by the Company in treasury was 2,467,731.

As at 31 December 2021, the percentage of shares not in public hands (as defined in the AIM Rules for Companies) was 43.49%.

Statement of Shareholder Rights

EPE Special Opportunities Limited is incorporated in Bermuda and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. A description of certain of the rights is set out in the Company's Circular to shareholders released upon continuance to Bermuda, which may be downloaded from this website.

As the Company is incorporated in Bermuda, it is not subject to the UK’s City Code on Takeovers and Mergers. A summary of the how the rights of Shareholders were varied upon continuance and incorporation in Bermuda may be found here.

Key Information Document ("KID")

Please find the Company's KID here