Admission of Loan Notes to the ISDX Growth Market

RNS Number : 0848N

EPE Special Opportunities PLC

27 January 2016

 

EPE Special Opportunities plc

Admission of Loan Notes to the ISDX Growth Market

27 January 2016

Introduction

The Directors of EPE Special Opportunities plc (the "Company" or "ESO plc") are pleased to announce that 7,975,459 unsecured loan notes of £1.00 each issued by the Company (the "Loan Notes") will be admitted to trading on the ISDX Growth Market under the ticker EL.P (the "Admission") on 29 January 2016.

The Company

ESO plc is a public limited company incorporated in the Isle of Man with registered number 008597V and was incorporated on 25 July 2003.

The Company's issued share capital of 30,864,117 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 the ISDX Growth Market (previously known as PLUS-quoted, the primary market operated by PLUS Stock Exchange plc) on 15 July 2011.

Additionally, 10,000,000 convertible loan notes of £1.00 each issued by the Company (the "Convertible Loan Notes" or "CLNs") were admitted to trading on the ISDX Growth Market on 29 July 2011. Following repurchases of CLNs by the Company, the total number of CLNs admitted to trading remains 10,000,000 with CLNs in the principal amount of £1,880,047 held by third parties and CLNs in the principal amount of £8,119,953 held by the Company.

The Ordinary Shares, the Convertible Loan Notes and the 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 the ISDX Growth Market, and for the Loan Notes and the CLNs to be traded solely on the ISDX Growth Market.

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

Business Activities

The Company is a private equity investment company advised by EPIC Private Equity ("the Investment Adviser") and focused on investing in small and medium sized companies in the United Kingdom. The Company is incorporated in the Isle of Man with registered number 008597V and its ordinary shares are traded on the AIM market of the London Stock Exchange and the ISDX Growth Market.

The Company seeks to make investments in growth and buyout opportunities, as well as special situations and distressed transactions, making investments where it believes pricing to be attractive and the potential for value creation strong.  The Company has the flexibility to invest in both public and private companies.

The Company will consider investments in most industry sectors including consumer, retail, manufacturing, financial services, healthcare and support services.  The Company seeks to partner with management teams and entrepreneurs to maximise value by combining financial and operational expertise.

The Company aims to make investments of 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 Company looks to invest in businesses with strong fundamentals, including defensible competitive advantage, opportunity for strong future cashflow and outstanding management teams.

The Company aims to maintain a concentrated portfolio of between two and 10 assets.

The Company currently holds, directly and indirectly, interests in 4 private companies.

Sector Classification

The Company is classified as an asset management company on the ISDX Growth Market.

Directors of The Company

The board of directors of the Company consists of 4 non-executive directors, namely:

·     Geoffrey Vero, Non-Executive Chairman, qualified as a chartered accountant with Ernst & Young and then worked for Savills, chartered surveyors, and The Diners Club Limited. He has been active in venture capital since 1985, initially with Lazard Development Capital Limited and then from 1987 to 2002 as a director of Causeway Capital Limited which became ABN Amro Capital Limited. In 2002, he set up The Vero Consultancy specialising in corporate advisory services and recovery situations. He has considerable experience in evaluating investment opportunities and dealing with corporate recovery. While at Causeway Capital, Mr Vero was a Founder Director of Causeway Invoice Discounting Company Limited, which was subsequently sold to NM Rothschild. He is also a nonexecutive director of Numis Corporation plc and Chairman of Albion Development VCT plc.

·  Clive Spears, Non-Executive Director, retired from the Royal Bank of Scotland International Limited in December 2003 as Deputy Director of Jersey after 32 years of service. His main activities prior to retirement included Product Development, Corporate Finance, Trust and Offshore Company Services and he was Head of Joint Venture Fund Administration with Rawlinson & Hunter. Mr Spears is an Associate of the Chartered Institute of Bankers and a Member of the Chartered Institute for Securities & Investment. He has accumulated a well spread portfolio of directorships centring on private equity, infrastructure and corporate debt. His appointments currently include being Chairman of Nordic Capital Limited and sitting on the board of Jersey Finance Limited.

·     Robert Quayle, Non-Executive Director, qualified as an English solicitor at Linklaters & Paines in 1974 after reading law at Selwyn College, Cambridge. He subsequently practiced in London and the Isle of Man as a partner in Travers Smith Braithwaite. He served as Clerk of Tynwald (the Isle of Man's parliament) for periods totalling 12 years and holds a number of public and private appointments, and is active in the voluntary sector. Mr. Quayle is Chairman of the Isle of Man Steam Packet Company Limited, W.H. Ireland (IOM) Limited and a number of other companies in the financial services, manufacturing and distribution sectors.

·    Nicholas Wilson, Non-Executive Director, has over 40 years of experience in hedge funds, derivatives and global asset management. He has run offshore branch operations for Mees Pierson Derivatives Limited, ADM Investor Services International Limited and several other London based financial services companies. He is Chairman of Qatar Investment Fund Plc, a premium listed company, and, until recently, was chairman of Alternative Investment Strategies Limited.  He sits on the board of another public company, where he chairs the audit committee. He is a resident of the Isle of Man.

Shares in Public Hands

The percentage of Ordinary Shares in public hands was 66.37% at 31 January 2015.

Description of The Loan Notes

The Loan Notes were constituted on 23 July 2015 and comprise direct and unsecured obligations of the Company and attract a coupon rate of 7.50% per annum. Interest due under the Loan Notes is payable semi-annually in arrears in equal instalments on 31 January and 31 July in each year, commencing on 31 January 2016. Any accrued but unpaid interest attracts a coupon rate of 9.50% per annum.

Subject to the fulfilment of certain conditions, the Company has the option to redeem: (a) on or after 31 July 2018, at par, up to 50% of the aggregate principal amount of the Loan Notes; and (b) on or after 31 July 2020, at par, up to 75% of the aggregate principal amount of the Loan Notes.

The final redemption date of the Loan Notes is 23 July 2022. However, subject to the Company being in compliance with the terms of the instrument constituting the Loan Notes on 23 July 2022, the Company may extend the final redemption date to 23 July 2023 by giving written notice of such extension to holders of the Loan Notes on or prior to 31 January 2022.

The Information Memorandum relating to the Admission and full details of the terms of the Loan Notes can be found on the Company's website:

http://www.epicprivateequity.com/our-business/capital/epe-special-opportunities-plc/

Website

Further details of the Company, its business and the Securities are available on the following website: http://www.epicprivateequity.com/our-business/capital/epe-special-opportunities-plc/

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

Offering of Loan Notes

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

ISDX Corporate Adviser

Numis Securities Limited

Enquiries:

EPIC Private Equity LLP	Alex Leslie [phone]
FIM Capital Limited (formerly IOMA Fund and Investment Management Limited)	Philip Scales [phone]
Cardew Group	Richard Spiegelberg [phone]
Numis Securities Limited	[phone]
Nominated Advisor/Corporate Advisor:	Stuart Skinner / Hugh Jonathan
Corporate Broker:	Charles Farquhar

 

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