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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Epe Special Opportunities Limited | LSE:ESO | London | Ordinary Share | BMG3163K1053 | ORD 5P (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 169.00 | 165.00 | 173.00 | 169.00 | 169.00 | 169.00 | 560 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Unit Inv Tr, Closed-end Mgmt | 3.75M | -396k | -0.0133 | -127.07 | 50.49M |
From Jul 2019 to Jul 2024
TIDMESO TIDMEO.P TIDMEC.P TIDMEL.P
RNS Number : 3951W
EPE Special Opportunities PLC
01 August 2018
EPE Special Opportunities plc
Proposed Migration to Bermuda and Re-admission to the NEX Exchange Growth Market
EPE Special Opportunities plc ("ESO plc" or the "Company" or the "Issuer") today announces that it proposes to migrate the Company's jurisdiction of incorporation from the Isle of Man to Bermuda (the "Migration"). Under the NEX Exchange Growth Market ("NEX") Rules, the Migration will be treated as a cancellation of the admission of the Company's Ordinary Shares to trading on the NEX Exchange Growth Market, to be followed immediately by an application for re-admission of the Ordinary Shares (as continued to Bermuda) to trading on the NEX Exchange Growth Market.
The Company has today published a circular to shareholders detailing all information about the background to, and the rationale for, the Migration (the "Circular"), found here: http://www.epicprivateequity.com/our-business/capital/epe-special-opportunities-plc/investor-relations/aim-rule-26/
Capitalised terms used in this announcement have the meanings given to them in the Circular.
Company Information
ESO plc 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 the AIM and NEX stock exchanges and is advised by EPIC Private Equity LLP ("EPE" or the "Investment Adviser").
The Company was admitted to trading on AIM and NEX on 31 August 2010 and 15 July 2011 respectively. A copy of its AIM admission documents dated 4 August 2010 can be accessed on its website, http://www.epicprivateequity.com/our-business/capital/epe-special-opportunities-plc/investor-relations/aim-rule-26/. This website is where items can be inspected under Rule 75 of the NEX Rules for Issuers.
The Company also has unsecured loan notes admitted to trading on the NEX Exchange Growth Market, which will remain so admitted following completion of the Migration. There will be no changes to the terms and conditions of the unsecured loan notes as a result of the Migration.
The Ordinary Shares will remain admitted to trading on AIM and NEX following Admission. However, as the Company will no longer be incorporated in a jurisdiction which is entitled to use CREST, depository interests representing the Ordinary Shares will be issued to Shareholders in accordance with the terms of the Circular to facilitate trading via CREST. Following completion of the Migration, the Company will not be subject to the UK City Code on Takeovers and Mergers (the "Code") and Shareholders will therefore lose the protections afforded by the Code.
Suspension and re-admission process
It is anticipated that there will be up to a six business day period of suspension of dealings of the Ordinary Shares on AIM and the NEX Exchange Growth Market between (1) completion of the Migration; and (2) cancellation and re-admission of the Ordinary Shares to trading on AIM and the NEX Exchange Growth Market, whilst a Bermudian ISIN is obtained in respect of the Ordinary Shares from the Bermuda Stock Exchange. A Bermudian ISIN can only be procured following completion of the Migration and it is anticipated that this process, together with the necessary applications to be made with London Stock Exchange, the NEX Exchange and Euroclear, will take approximately six business days to complete. Without a Bermudian ISIN the Ordinary Shares cannot be re-admitted to AIM or the NEX Exchange Growth Market. As a result, it is currently anticipated that:
-- completion of the Migration will occur on 12 September 2018;
-- suspension of dealings of the Ordinary Shares on AIM and the NEX Exchange Growth Market and in CREST will occur at 8.00 a.m. on 13 September 2018; and
-- the re-admission of, and dealings in, the Ordinary Shares (as continued to Bermuda) to and on AIM and the NEX Exchange Growth Market will occur at 8.00 a.m. on 21 September 2018.
Enquiries:
Hot Features
Premium
EPIC Private Equity LLP Alex Leslie
+44 (0) 20 7269 8865
Numis Securities Ltd +44 (0) 20 7260 1000
NEX Corporate Sponsor: Stuart Skinner / Charles Farquhar
/ Huw Jeremy
In accordance with the NEX Rules, Part 1, the Company makes the following disclosures regarding its re-admission to NEX.
The Issuer's registered EPE Special Opportunities plc ("ESO plc" or the
and trading name "Company")
Registered office Current registered office address:
address and if different,
principal trading IOMA House
address 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
---------------------------------------------------------------
The full names and Board of directors
functions of the Geoffrey Vero, Non-executive chairman
directors of the Heather Bestwick, Non-executive director
Issuer Robert Quayle, Non-executive director
Clive Spears, Non-executive director
Nicholas Wilson, Non-executive director
---------------------------------------------------------------
Sector classification Equity Investment Instruments
---------------------------------------------------------------
Brief description ESO plc is a private equity investment company
of the applicant's whose objective is to provide long-term return
business and corporate on equity for its shareholders by investing in
structure small and medium sized companies. The Company
is quoted on both the AIM and NEX stock exchanges.
EPIC Private Equity LLP ("EPE") is the investment
adviser to the Company.
ESO plc 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 plc will consider most industry sectors including
consumer and retail, financial services, manufacturing
and the wider services sector (including education,
healthcare and business services).
ESO plc 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 plc'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.
---------------------------------------------------------------
Reasons for re-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.
NEX Rules require that the Migration be treated
as a cancellation of the admission to trading
on the NEX Exchange Growth Market of the Ordinary
Shares, to be followed immediately by an application
for the re-admission of the Ordinary Shares (as
continued to Bermuda) to trading on the NEX Exchange
Growth Market.
Background to the Migration
The Board has concluded that the Migration is
in the best interests of the Company. The Directors
believe that Bermuda offers a more appropriate
VAT, legal and regulatory environment for the
Company going forwards.
The Company migrated its management and business
operations from the Isle of Man to Jersey such
that it became resident for tax purposes in Jersey
in May 2017 and, as a consequence, was outside
the scope of VAT. Whilst tax resident in the
Isle of Man, the Company paid VAT on the majority
of fees incurred (including management fees payable
to its investment adviser, EPE and other professional
fees) as the Isle of Man is within the scope
of VAT. During the financial year ended 31 January
2017, the Company paid GBP310,161 in VAT. The
Company was unable to recover any of such VAT.
Many of the Company's peer listed private equity
funds are tax resident in territories outside
the scope of VAT and therefore are not required
to pay VAT on their fees. Given that the investment
decisions taken by potential investors in the
Company are, in part, based on the Company's
running expenses (commonly summarised as the
Company's ongoing change ratio, or OCR), the
Company was at a competitive disadvantage to
the majority of its peer listed private equity
funds as its fees were increased by VAT. The
migration of the Company's tax residency to Jersey
was, therefore, to remove this VAT expense. Jersey
was selected for the interim step of migrating
the Company's tax residency for, among other
reasons, expediency and convenience and given
that a number of the existing directors of the
Company were resident in Jersey.
The migration of tax residency and operations,
however, was intended to be an interim step ahead
of migration of the incorporation of the Company
to a jurisdiction outside of the scope of VAT.
Migration of the Company's incorporation is advisable
to bring the Company's arrangements in line with
the arrangements of the majority of those of
its peer listed funds - which are tax resident
outside the scope of VAT - and to mitigate any
possible doubt (whether legitimate or not) over
the Company's tax residency outside of the scope
of VAT.
The Board gave detailed consideration to a number
of potential off-shore jurisdictions as a destination
for the migration of the Company's jurisdiction
of incorporation and chose Bermuda as the preferred
destination. As noted above, the Directors believe
that Bermuda offers a more appropriate VAT, legal
and regulatory environment for the Company going
forwards. The Directors believe that Bermuda
is attractive to the Company given that, most
notably, it is outside the scope of VAT (unlike
the Isle of Man) in addition to, amongst other
things, it having a legal framework which replicates
many of the features of Isle of Man company law,
it being an established centre for investment
companies and it having a developed regulatory
environment.
Two key reasons for the decision to choose Bermuda
as the preferred destination for the Migration
were:
Reduced capital gains risk: the discontinuance
of the Company under the Isle of Man Companies
Act and the registration of the continuance of
the Company under the Bermuda Companies Act should
not be deemed to create a new legal entity. There
are express statements to this effect in Isle
of Man and Bermuda company law. Therefore, the
continuance should not be treated as a disposal
event for the purposes of UK capital gains tax,
which would significantly disadvantage the Shareholders.
This can be compared with certain other jurisdictions
which either do not permit a continuance or where
the continuance law does not contain the above
statement. In such jurisdictions, a scheme of
arrangement would or might be needed to effect
the re-domicile (for which Shareholders holding
more than 5% of the Ordinary Shares would need
HMRC clearance). A scheme of arrangement would
be a significantly more involved, lengthy and
costly process than the proposed Migration. Further,
there is no guarantee that HMRC clearance would
be received; and
More secure VAT status: in addition, Bermuda's
VAT status is perceived by the Board to be more
secure than that of certain other off-shore jurisdictions
given the changes required to the tax regimes
of the United Kingdom and other jurisdictions
to effect Brexit. The Board understands that
there is a reduced risk that Bermuda's tax regime
is impacted by the Brexit settlement currently
being negotiated by the United Kingdom Government
as compared to other offshore jurisdictions ,
such as Jersey, Guernsey and the Isle of Man.
---------------------------------------------------------------
The name of its NEX Numis Securities Limited
Exchange Corporate
Adviser
---------------------------------------------------------------
The number and class The Company's issued share capital is 30,065,714
(and the par value ordinary shares of 5 pence each ("Ordinary Shares"),
per share, or that of which 1,765,876 Ordinary Shares, are Ordinary
the shares have no Shares held in treasury.
par value, if applicable)
of securities being There are no restrictions on the transfer of
admitted securities.
---------------------------------------------------------------
The timetable for N/A - there is no offer of securities in relation
any offer of securities to the Migration.
(including an address
or website where The names of persons (excluding professional
any prospectus or advisers otherwise named in this announcement)
fundraising document that have received fees in excess of GBP10,000
is available for from the Company since 1 September 2017 are set
inspection) being out below:
undertaken in conjunction
with admission, together Cardew Group Limited
with any information Drax Executive Limited
required to be disclosed FIM Capital Limited
under paragraphs EPE Administration Limited
53 and 54 of Part KPMG Audit LLC
2 of Appendix 1 Latham & Watkins (London) LLP
Macfarlanes LLP
R&H Fund Services (Jersey) Limited
Squire Patton Boggs (UK) LLP
---------------------------------------------------------------
Shares in public The Company's ordinary shares in public hands
hands as a percentage at the time of Admission will be approximately
of issued share capital 70.12%.
---------------------------------------------------------------
Substantial shareholdings Major shareholders are as follows (% of ISC):
required to be disclosed
under paragraph 28 Giles Brand: 22.59%
of Part 1 of Appendix Miton Asset Management: 6.64%
1 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%
---------------------------------------------------------------
The address of the www.epespecialopportunities.com
website where the
items required by
Rule 75 are available
for inspection
---------------------------------------------------------------
The expected admission Expected timetable of Principal Events
date. If the expected Date and time of the General 12.00 noon on 24
admission dates changes, Meeting August 2018
the announcement Expected date of completion 12 September 2018
will be required of the Migration
to be updated Last day of dealings of Ordinary 12 September 2018
Shares on AIM and the NEX Exchange
Growth Market(1)
Suspension of dealings of Ordinary 8.00 a.m. on 13
Shares on AIM and the NEX Exchange September 2018
Growth Market(1)
Cancellation of admission of 7.30 a.m. on 21
the Ordinary Shares to trading September 2018
on AIM and the NEX Exchange
Growth Market and in CREST(1)
AIM Admission effective in 8.00 a.m. on 21
accordance with the AIM Rules September 2018
and dealings in the Ordinary
Shares (as continued to Bermuda)
expected to commence on AIM(1)
NEX Admission effective in 8.00 a.m. on 21
accordance with the NEX Rules September 2018
and dealings in the Ordinary
Shares (as continued to Bermuda)
expected to commence on the
NEX Exchange Growth Market(1)
Dealings in the Depositary 8.00 a.m. on 21
Interests expected to commence September 2018
in CREST(1)
Notes:
1. Assuming that the Migration is completed on
12 September 2018.
---------------------------------------------------------------
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
CRORBMBTMBIJTRP
(END) Dow Jones Newswires
August 01, 2018 02:01 ET (06:01 GMT)
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