Additional Listing

RNS Number : 3298M

EPE Special Opportunities PLC

15 August 2011

 

Monday, 15 August 2011

EPE SPECIAL OPPORTUNITIES PLC

PLUS ADMISSION ANNOUNCEMENT

ADMISSION TO PLUS

The Directors of EPE Special Opportunities plc (the "Company"), a public limited company incorporated in the Isle of Man with registered number 108834C, are pleased to announce that 10,000,000 convertible loan notes of £1 each issued by the Company (the "Convertible Loan Notes") have been admitted to trading on PLUS-quoted, the primary market operated by PLUS Stock Exchange plc for trading of securities ("PLUS") (the "Admission").

The Company's issued share capital of 30,802,911 ordinary shares of 5 pence each (the "Ordinary Shares") were admitted to trading on the Alternative Investment Market of the London Stock Exchange ("AIM") on 16 September 2003 and on PLUS on 15 July 2011. The Ordinary Shares and the Convertible Loan Notes together are referred to in this announcement as the "Securities".

Going forward the Company intends for the Ordinary Shares to be traded on AIM and PLUS, and for the Convertible Loan Notes to be traded solely on PLUS.

The Company is subject to the City Code on Takeovers and Mergers.

BUSINESS ACTIVITIES

The Company was incorporated on 25 July 2003 as a private equity investment company focused on investing in small and medium-sized special situation transactions and distressed companies in the United Kingdom. The Company considers most industry sectors and shareholder structures utilising the experience of its investment adviser, EPIC Private Equity LLP.

When sufficient financial resources are available, the Company seeks to invest between £2 million and £10 million in a range of debt and equity instruments with a view to generating returns through both yield and capital gain. Whilst in general the Company aims to take controlling equity positions, it may seek to develop companies as a minority investor. The Directors of the Company may also authorise investments of less than £2 million occasionally whilst for investments larger than £5 million the Company may seek co-investment from third parties, either from its large, existing shareholders or, from time to time, non-shareholders.

The Company currently holds, directly and indirectly, interests in 11 private companies.

DESCRIPTION OF THE SECURITIES

Convertible Loan Notes

The Convertible Loan Notes were constituted on 4 August 2010 and issued to The Equity Partnership Investment Company plc ("EPIC") on 31 August 2010 as part consideration for the sale by EPIC of its private equity portfolio to ESO Investments 1 LP, a limited partnership which is majority owned by the Company. The Convertible Loan Notes will shortly be distributed in specie to holders of capital shares of 10 pence each in the capital of EPIC.

The Convertible Loan Notes comprise direct and unsecured obligations of the Company and attract a coupon rate of 7.50% per annum. Interest due under the Convertible Loan Notes is payable semi-annually in arrears in equal instalments on 31 January and 31 July in each year, commencing on 31 January 2011, subject to sufficient funds being available for that purpose to the Company (and not required or reserved for other purposes). Any accrued but unpaid interest attracts a coupon rate of 12% per annum.

Each holder of the Convertible Loan Notes has a right to convert, at any time on or after 31 December 2011 and up to the close of business on the fourteenth business day prior to the final redemption date of the Convertible Loan Notes (or, up to the close of business on the seventh business day prior to any early redemption date of the Convertible Loan Notes), some or all of the Convertible Loan Notes into ordinary shares of 5 pence each of the Company at a conversion price of 170 pence per ordinary share. The conversion price is subject to adjustment in certain circumstances, including upon an allotment to existing holders of ordinary shares of 5 pence each of the Company pursuant to a capitalisation of profits or reserves, capital distribution or rights issue.

The Company has the option to redeem some or all of the Convertible Loan Notes at any time after 31 July 2011, subject to the fulfilment of certain conditions.

Convertible Loan Notes, not previously redeemed or converted, are redeemable on the final redemption date of 31 December 2015. However, the final redemption date will be 31 December 2016 if the shareholders of the Company pass an ordinary resolution on or before 30 September 2015 for the Company to continue in existence for a period of five years after the current winding-up date of 31 December 2016. Even if the continuation resolution is passed, noteholders will still have the option of redeeming their Convertible Loan Notes on 31 December 2015.

Full details of the terms of the Convertible Loan Notes can be found on the Company's website:

http://www.epicprivateequity.com/epespecialopportunitiesplc_investors.html

The ticker for the Convertible Loan Notes is EC.P.

WEBSITE

Further details of the Company, its business and the Securities are available on the following website: http://www.epicprivateequity.com/epespecialopportunitiesplc_investors.html

SETTLEMENT AND CREST

CREST is a paperless settlement system enabling securities to be evidenced otherwise than by certificate and transferred otherwise than by written instrument in accordance with the CREST Regulations.

The Convertible Loan Notes are admitted to CREST. Accordingly, settlement of transactions in the Convertible Loan Notes may take place within the CREST system, should noteholders so wish. As CREST is a voluntary system, noteholders who wish to receive and retain loan note certificates are able to do so.

OFFERING OF CONVERTIBLE LOAN NOTES

There is no offering of Convertible Loan Notes being undertaken in connection with the Admission.

PLUS CORPORATE ADVISER

Numis Securities Limited

RESPONSIBILITY

The Directors of the Company accept responsibility for the contents of this announcement.

CONTACT DETAILS

EPE SPECIAL OPPORTUNITIES PLC

Philip Scales

Tel: [phone]

NUMIS SECURITIES LIMITED

Nominated Adviser / Corporate Adviser: Stuart Skinner

Corporate Broker: Alex Ham / Charles Farquhar

Tel: [phone]

 

END

 

 

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