AIM Schedule 1 - EPE Special Opportunities plc (3795W)

TIDMESO

RNS Number : 3795W

AIM

01 August 2018

 
       ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT 
       PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 
       OF THE AIM RULES FOR COMPANIES ("AIM RULES") 
--------------------------------------------------------- 
 
 COMPANY NAME: 
--------------------------------------------------------- 
 EPE Special Opportunities plc ("ESO" or the 
  "Company") 
 
  As of completion of the Migration (as defined 
  and described in the circular sent to the Company's 
  shareholders on 1 August 2018 (the "Circular")), 
  which is expected to occur on 12 September 2018, 
  the Company's name will be EPE Special Opportunities 
  Limited 
--------------------------------------------------------- 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, 
  COMPANY TRADING ADDRESS (INCLUDING POSTCODES) 
  : 
--------------------------------------------------------- 
 Current registered office address: 
 
  IOMA House 
  Hope Street 
  Douglas 
  Isle of Man 
  IM1 1AP 
 
  As of completion of the Migration, the Company's 
  registered office address will be: 
 
  Clarendon House 
  2 Church Street 
  Hamilton HM11 
  Bermuda 
 
  The address of the Company's centre of operations 
  is, and will continue to be after completion 
  of the Migration: 
 
  Ordnance House 
  31 Pier Road 
  St Helier 
  Jersey JE4 8PW 
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 COUNTRY OF INCORPORATION: 
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 Current: Isle of Man 
 
  As of completion of the Migration, the Company's 
  country of incorporation will be Bermuda. 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION 
  REQUIRED BY AIM RULE 26: 
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 www.epespecialopportunities.com 
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 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF 
  OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, 
  DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION 
  IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER 
  UNDER RULE 14, THIS SHOULD BE STATED: 
--------------------------------------------------------- 
 ESO is a 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. The Company 
  is quoted on both AIM and the NEX Exchange Growth 
  Market. 
 
 
  EPIC Private Equity LLP with FCA reference number 
  451580 is the investment adviser to the Company 
  and an appointed representative of EPIC Private 
  Equity Limited which is authorised and regulated 
  by the FCA, with reference number 217457. 
 
  ESO seeks to invest between GBP2m and GBP20m 
  in growth capital, buyout, distressed and private 
  investment in public equities ("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. 
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 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING 
  ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES 
  (i.e. where known, number and type of shares, 
  nominal value and issue price to which it seeks 
  admission and the number and type to be held 
  as treasury shares): 
--------------------------------------------------------- 
 The Company's issued share capital is 30,065,714 
  ordinary shares of 5 pence each ("Ordinary Shares"), 
  of which 1,765,876 Ordinary Shares are Ordinary 
  Shares held in treasury. 
 
  There are no restrictions on the transfer of 
  securities. 
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 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY 
  OFFERING) AND ANTICIPATED MARKET CAPITALISATION 
  ON ADMISSION: 
--------------------------------------------------------- 
 Admission only due to a migration of the Company's 
  jurisdiction of incorporation from the Isle 
  of Man to Bermuda. There is no fund raise associated 
  with the Migration. 
 
  The market capitalisation on re-admission of 
  the Ordinary Shares to AIM ("Admission") is 
  expected to be approximately GBP40 million. 
--------------------------------------------------------- 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS 
  AT ADMISSION: 
--------------------------------------------------------- 
 29.88% 
--------------------------------------------------------- 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM 
  TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES 
  OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: 
--------------------------------------------------------- 
 The Ordinary Shares are admitted to trading 
  on the NEX Exchange Growth Market. 
 
  The Company also has unsecured loan notes ("ULNs") 
  admitted to trading on the NEX Exchange Growth 
  Market. The carrying value of the ULNs in issue 
  as at 31 January 2018 (the last financial year-end) 
  was GBP7,882,736. 
--------------------------------------------------------- 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED 
  DIRECTORS (underlining the first name by which 
  each is known or including any other name by 
  which each is known): 
--------------------------------------------------------- 
 Geoffrey Vero, Non-executive chairman 
  Heather Bestwick, Non-executive director 
  Robert Quayle, Non-executive director 
  Clive Spears, Non-executive director 
  Nicholas Wilson, Non-executive director 
--------------------------------------------------------- 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS 
  EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE 
  CAPITAL, BEFORE AND AFTER ADMISSION (underlining 
  the first name by which each is known or including 
  any other name by which each is known): 
--------------------------------------------------------- 
 The Company is currently aware of the following 
  shareholdings which represent 3 per cent. or 
  more of the Company's issued share capital (excluding 
  treasury shares) as at 31 July 2018, being the 
  latest date prior to the issue of this announcement. 
  As no capital is being raised concurrently with 
  Admission, and subject to any acquisition or 
  disposal by such persons of any Ordinary Shares 
  in the period between 31 July 2018 and Admission, 
  these holdings are before and after Admission. 
 
  Giles Brand: 22.59% 
  Miton Asset Management: 6.64% 
  The Corporation of Lloyds: 6.20% 
  HSBC Private Bank: 5.26% 
  Canaccord Genuity Wealth Management: 4.82% 
  Janus Henderson Investors: 3.42% 
  Hoares Bank: 3.33% 
  Lombard Odier Darier Hentsch: 3.25% 
  Killik & Co: 3.17% 
--------------------------------------------------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
--------------------------------------------------------- 
 The names of persons (excluding professional 
  advisers otherwise named in this announcement) 
  that have received fees in excess of GBP10,000 
  from the Company since 1 September 2017 are 
  set out below: 
 
  Cardew Group Limited 
  Drax Executive Limited 
  FIM Capital Limited 
  EPE Administration Limited 
  KPMG Audit LLC 
  Latham & Watkins (London) LLP 
  Macfarlanes LLP 
  R&H Fund Services (Jersey) Limited 
  Squire Patton Boggs (UK) LLP 
--------------------------------------------------------- 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION 
  IN THE ADMISSION DOCUMENT HAS BEEN PREPARED 
  (this may be represented by unaudited interim 
  financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST 
  THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 
--------------------------------------------------------- 
 i) Accounting reference date is 31 January 
  ii) Not applicable as no admission document 
  published. The Company published its annual 
  report for the year ended 31 January 2018 on 
  2 May 2018. 
  iii) 31 October 2018 (for its half-yearly report 
  for the period ended 31 July 2018), 31 July 
  2019 (for its annual audited accounts for the 
  period ended 31 January 2019), 31 October 2019 
  (for its half-yearly report for the period ended 
  31 July 2019) 
--------------------------------------------------------- 
 EXPECTED ADMISSION DATE: 
--------------------------------------------------------- 
 21 September 2018 
--------------------------------------------------------- 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
--------------------------------------------------------- 
 Numis Securities Limited 
  10 Paternoster Square 
  London 
  EC4M 7LT 
--------------------------------------------------------- 
 NAME AND ADDRESS OF BROKER: 
--------------------------------------------------------- 
 Numis Securities Limited 
  10 Paternoster Square 
  London 
  EC4M 7LT 
--------------------------------------------------------- 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, 
  DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) 
  THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, 
  WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION 
  OF ITS SECURITIES: 
--------------------------------------------------------- 
 Not applicable. 
--------------------------------------------------------- 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT 
  HAS DECIDED TO APPLY 
--------------------------------------------------------- 

 The Company has decided to apply the Quoted 
  Companies Alliance Corporate Governance Code 
  (the "QCA Code"). 
--------------------------------------------------------- 
 DATE OF NOTIFICATION: 
--------------------------------------------------------- 
 1 August 2018 
--------------------------------------------------------- 
 NEW/ UPDATE: 
--------------------------------------------------------- 
 New 
--------------------------------------------------------- 
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
--------------------------------------------------------- 
 
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH 
  THE APPLICANT'S SECURITIES HAVE BEEN TRADED: 
--------------------------------------------------------- 
 AIM 
--------------------------------------------------------- 
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES 
  HAVE BEEN SO TRADED: 
--------------------------------------------------------- 
 The Ordinary Shares were admitted to trading 
  on AIM on 31 August 2010, following completion 
  of a reverse takeover. The Ordinary Shares were 
  first admitted to trading on AIM on 16 September 
  2003. 
--------------------------------------------------------- 
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL 
  ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL 
  AND REGULATORY REQUIREMENTS INVOLVED IN HAVING 
  ITS SECURITIES TRADED UPON SUCH A MARKET OR 
  DETAILS OF WHERE THERE HAS BEEN ANY BREACH: 
--------------------------------------------------------- 
 The Company confirms that, following due and 
  careful enquiry, it has adhered to all legal 
  and regulatory requirements involving having 
  its securities traded on AIM. 
--------------------------------------------------------- 
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS 
  OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE 
  PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE 
  OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
--------------------------------------------------------- 
 www.epespecialopportunities.com 
--------------------------------------------------------- 
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING 
  ADMISSION INCLUDING, IN THE CASE OF AN INVESTING 
  COMPANY, DETAILS OF ITS INVESTING STRATEGY: 
--------------------------------------------------------- 
 The Company's strategy will remain unchanged 
  following Admission. The limited partnerships, 
  limited liability partnership and the private 
  limited company through which the Company holds 
  its investments will continue in the same form 
  post completion of the Migration. 
--------------------------------------------------------- 
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL 
  OR TRADING POSITION OF THE APPLICANT, WHICH 
  HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL 
  PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN 
  PUBLISHED: 
--------------------------------------------------------- 
 The following significant events occurred since 
  31 January 2018, being the end of the last financial 
  period for which audited statements have been 
  published: 
 
  As disclosed in the Company's annual report 
  for the year ended 31 January 2018, on 6 March 
  2018, Luceco plc ("Luceco"), shares in which 
  represent the Company's largest asset, issued 
  a trading update which revised down market expectations 
  for the year ended 31 December 2017 but gave 
  the market greater guidance for Luceco's future 
  outlook. 
 
  The resulting fall in Luceco's share price has 
  contributed to a decline in the Company's net 
  asset value ("NAV") to 197.0 pence per Ordinary 
  Share as at 19 July 2018, from 234.43 pence 
  per Ordinary Share as at 31 January 2018. 
--------------------------------------------------------- 
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT 
  HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL 
  AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT 
  FOR AT LEAST TWELVE MONTHS FROM THE DATE OF 
  ITS ADMISSION: 
--------------------------------------------------------- 
 The directors of the Company have no reason 
  to believe that the working capital available 
  to the Company or its group will be insufficient 
  for at least 12 months from the date of Admission. 
--------------------------------------------------------- 
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT 
  TO RULE 7 OF THE AIM RULES: 
--------------------------------------------------------- 
 None 
--------------------------------------------------------- 
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR 
  SETTLING THE APPLICANT'S SECURITIES: 
--------------------------------------------------------- 
 Following completion of the Migration the Ordinary 
  Shares will no longer be eligible for settlement 
  via the CREST system operated by Euroclear UK 
  & Ireland Limited ("CREST"). Therefore, the 
  Company intends to put in place arrangements 
  where Computershare Investor Services PLC, acting 
  as the depositary will, through a custodian, 
  hold the Ordinary Shares currently held in CREST 
  for the relevant shareholders who elect to exchange 
  their uncertificated Ordinary Shares for depositary 
  interests and will on Admission issue depositary 
  interests, being dematerialised depositary interests 
  representing the underlying Ordinary Shares, 
  to the relevant shareholders which may be settled 
  and paid for through the CREST system. Shareholders 
  who currently hold Ordinary Shares through CREST 
  that do not elect to exchange their Ordinary 
  Shares for depositary interests, will, after 
  Admission, be issued with certificates in respect 
  of their Ordinary Shares. 
 
  Further details in relation to the depositary 
  interests are set out in paragraph 5 of Part 
  I of the Circular. 
 
  Any shareholders who currently hold their Ordinary 
  Shares in the Company in certificated form may 
  continue to hold their Ordinary Shares in certificated 
  form after completion of the Migration and settle 
  any transfers in respect of them in accordance 
  with the Company's newly adopted bye-laws. 
--------------------------------------------------------- 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING 
  TO THE APPLICANT'S SECURITIES: 
--------------------------------------------------------- 
 www.epespecialopportunities.com 
--------------------------------------------------------- 
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR 
  AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY 
  PUBLIC: 
--------------------------------------------------------- 
 Please see the document titled "Additional information 
  to Schedule 1 Announcement dated 1 August 2018" 
  which can be found on the company's AIM Rule 
  26 website at www.epespecialopportunities.com. 
--------------------------------------------------------- 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S 
  LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST 
  HAVE A FINANCIAL YEAR END NOT MORE THEN NINE 
  MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS 
  WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED 
  IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE 
  UNDER AIM RULE 19: 
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 www.epespecialopportunities.com 
--------------------------------------------------------- 
 THE NUMBER OF EACH CLASS OF SECURITIES HELD 
  IN TREASURY: 
--------------------------------------------------------- 
 The Company has 1,765,876 Ordinary Shares each 
  held in treasury. 
--------------------------------------------------------- 
 

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August 01, 2018 03:00 ET (07:00 GMT)