Long-term, aligned private equity

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 17 November 2022

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 the AIM market of the London Stock Exchange and the Growth Market of the Aquis 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 announcement 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 names was changed fom 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 (“ESO” or the “Company”) is an investment company which trades on the AIM market of the London Stock Exchange and the Growth Market of the Aquis Stock Exchange.

The Company’s primary objective is to provide long-term return on equity for its shareholders by investing between £2m and £30m in small and medium sized companies.

The Company targets growth capital and buy-out opportunities, special situations and distressed transactions, deploying capital where it believes the potential for shareholder value creation to be compelling. ESO has the flexibility to invest in public as well as private companies and is also able to invest in Special Purpose Acquisition Companies (“SPACs”) and third party funds.

ESO will consider most industry sectors including business services, consumer and retail, financial services and the industrials sector.

The portfolio is likely to be concentrated, numbering between two and ten assets at any one time, which allows the Company to allocate the necessary resource to form genuinely engaged and supportive partnerships with management teams. This active approach facilitates the delivery of truly transformational initiatives in underlying investments during the Company’s period of ownership.

The Investment Advisor to the Company is EPIC Investment Partners.

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.

Directors and Biographical Details

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

> Directors and Biographical Details

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 statement in accordance with International Financial Reporting Standards ("IFRS") and applicable legal and regulatory requirements of Bermuda 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;
  • 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 2022, the following shareholders held >3.0% voting rights in the Company:

Shareholder Percentage holding
Giles Brand 32.8%
HSBC Global Custody Nominee UK Limited 7.5%
Corporation of Lloyds 7.4%
Boston Trust Company Limited (Trustee to the ESO JSOP Scheme) 5.9%
Premier Miton Investors 5.2%
Lombard Odier Darier Hentsch 3.3%
Total over 3% holding 62.1%

As at 31 October 2022 EPE Special Opportunities holds 4,951,575 shares in Treasury.

As at 31 July 2022 the Company has 3,987,729 Unsecured Loan Notes (ULN) in issue maturing in July 2023 that are quoted on the Growth Market of the Aquis Stock Exchange.

As at 31 July 2022 Boston Trust Company Limited (Trustees of The EPE Special Opportunities Share Matching Scheme) holds 1,049,702 shares.

As at 31 July 2022, EPE Special Opportunities Limited has 20,000,000 zero dividend preference shares in issue which are redeemable in December 2026, that are quoted on the London Stock Exchange’s Main Market.

Shares in Issue

As at 31 October 2022, 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 29,664,979 Ordinary Shares.

As at 31 October 2022, the number of Ordinary Shares in issue and held by the Company in treasury was 4,951,575.

As at 31 October 2022, the percentage of shares not in public hands (as defined in the AIM Rules for Companies) was 50.0%.

Statement of Shareholder Rights

EPE Special Opportunities Limited is incorporated in the 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 continance and incorporation in Bermuda may be found here.

Key Information Document ("KID")

Please find the Company's KID here

Key contacts: