AIM Schedule 1 - EPE Special Opportunities plc (3795W)
August 01 2018 - 3:00AM
UK Regulatory
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")
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COMPANY NAME:
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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
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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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:
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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:
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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.
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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29.88%
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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:
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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.
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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
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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):
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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%
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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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
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(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:
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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)
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EXPECTED ADMISSION DATE:
---------------------------------------------------------
21 September 2018
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Numis Securities Limited
10 Paternoster Square
London
EC4M 7LT
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NAME AND ADDRESS OF BROKER:
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Numis Securities Limited
10 Paternoster Square
London
EC4M 7LT
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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:
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Not applicable.
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THE CORPORATE GOVERNANCE CODE THE APPLICANT
HAS DECIDED TO APPLY
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The Company has decided to apply the Quoted
Companies Alliance Corporate Governance Code
(the "QCA Code").
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DATE OF NOTIFICATION:
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1 August 2018
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NEW/ UPDATE:
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New
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH
THE APPLICANT'S SECURITIES HAVE BEEN TRADED:
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AIM
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES
HAVE BEEN SO TRADED:
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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.
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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:
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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.
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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:
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www.epespecialopportunities.com
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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.
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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:
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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.
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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:
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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.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT
TO RULE 7 OF THE AIM RULES:
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None
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR
SETTLING THE APPLICANT'S SECURITIES:
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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.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING
TO THE APPLICANT'S SECURITIES:
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www.epespecialopportunities.com
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR
AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY
PUBLIC:
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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.
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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
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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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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
PAAQFLFXVDFFBBE
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