The information below is disclosed by EPE Special Opportunities Limited ("ESO" or the "Company") for the purposes of AIM Rule 26 and was last updated on 16 April 2024
The information made available on this website is provided in accordance with the requirements of the AIM Rules for Companies. Nothing on this website should be taken to constitute an offer of, or the solicitation of an offer of, any shares or other securities of the Company, whether in respect of any person in (or citizen or resident of, or a corporation, partnership or other entity created or organised in) the United States of America, its territories or possessions, including the District of Columbia, Canada, the Republic of Ireland, Australia or Japan (the "Excluded Territories") or in any other jurisdiction. Certain documents may only be viewed by persons who confirm to the Company that they are not citizens of, or resident, in the Excluded Territories. None of the shares or securities of the Company have been or will be registered under the securities laws of any Excluded Territory.
EPE Special Opportunities Limited operates out of Jersey and is incorporated in Bermuda. The Company's shares are admitted to trading on the AIM market of the London Stock Exchange and the Growth Market of the Aquis Stock Exchange. As a result, EPE Special Opportunities Limited is not subject to the UK’s City Code on Takeovers and Mergers.
On 1 August 2018, the Company announced a proposed migration from the Isle of Man to Bermuda
Details of the migration may be found in the circular to shareholders available here.
The Company released a Schedule One announcement on 1 August 2018 which may be found here. The appendix to this announcement may be found here.
The Migration was completed on 12 September 2018.
EPE Special Opportunites Limited was formerly known as EPE Special Opportunities plc and prior to that EPIC Reconstruction plc.
On 1 August 2018, the Company announced a proposed migration from the Isle of Man to Bermuda. The Migration was completed on 12 September 2018 and the shares were re-addmitted to AIM shortly thereafter. As part of this transaction the Company's names was changed fom EPE Special Opportunities Plc to EPE Special Opportunities Limited.
In September 2008 a shareholder circular was issued recommending the restructure of investment advisory arrangement, the name change, purchase of shares and cancellation of the share premium account. On 15 September 2008, following agreement from all voting shareholders the name of the fund was changed from EPIC Reconstruction plc to EPE Special Opportunities plc.
Please click on the link below to access the Company's Admission Document and Circulars.
Please click on the link below for details of the Company's Nominated Advisor and other key advisors.
EPE Special Opportunities (“ESO” or the “Company”) is an investment company which trades on the AIM market of the London Stock Exchange and the Growth Market of the Aquis Stock Exchange.
The Company’s primary objective is to provide long-term return on equity for its shareholders by investing between £2m and £30m in small and medium sized companies.
The Company targets growth capital and buy-out opportunities, special situations and distressed transactions, deploying capital where it believes the potential for shareholder value creation to be compelling. ESO has the flexibility to invest in public as well as private companies and is also able to invest in Special Purpose Acquisition Companies (“SPACs”) and third party funds.
ESO will consider most industry sectors including business services, consumer and retail, financial services and the industrials sector.
The portfolio is likely to be concentrated, numbering between two and ten assets at any one time, which allows the Company to allocate the necessary resource to form genuinely engaged and supportive partnerships with management teams. This active approach facilitates the delivery of truly transformational initiatives in underlying investments during the Company’s period of ownership.
The Investment Advisor to the Company is EPIC Investment Partners.
Please click on the link below for Committee details.
In accordance with AIM Rule 26 and Market Abuse Regulations announcements made by the Company will be available for a period of at least 5 years.
Please click on the link below for announcements made by the Company.
The Company has adopted the QCA Code for Corporate Governance. Explanation of the Company's compliance can be found here.
The Company is not subject to the UK’s City Code on Takeovers and Mergers (see statement on shareholder rights)
The Company was continued to and incorporated in Bermuda on 12 September 2018 (with company number 53954).
EPE Special Opportunities Limited conducts its operations from Jersey and is resident in Jersey for tax purposes.Please click on the link below for the Current Constitutional Documents
There are no restrictions on the transfer of securities
The Company's Ordinary Shares of 5p each are also admitted to trading on the Growth Market of the Aquis Stock Exchange.
Please click on the link below for the names of the directors and brief biographical details of each.
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
The Directors are required to prepare financial statements for each financial year. The Group is required to prepare the financial statement in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (hereinafter “IFRS Accounting Standards”) and applicable legal and regulatory requirements of Bermuda Companies Act 1981.
The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of its profit or loss for that period. In preparing the Group’s financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable, relevant and reliable;
- state whether they have been prepared in accordance with IFRS Accounting Standards; and
- assess the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and use the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that its financial statements comply with the Bermuda Companies Act 1981. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The maintenance and integrity of the Company’s website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that might have occurred to the annual financial statements since they were initially presented on the website. Legislation in Bermuda governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors confirm that, to the best of their knowledge:
- the financial statements, prepared in accordance with IFRS Accounting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
- the Investment Advisor’s report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Please click on the link below for the Company's financial reports and information.
As at 31 January 2024, the following shareholders held >3.0% voting rights in the Company:
| Shareholder | Percentage holding |
|---|---|
| Giles Brand | 35.5% |
| Corporation of Lloyds | 9.9% |
| Assest Value Investors | 5.1% |
| First Equity | 4.8% |
| Boston Trust Company Limited (Trustee to the ESO JOSP Scheme) | 4.5% |
| Lombard Odier Darier Hentsch | 3.5% |
| Total over 3% holding | 63.3% |
As at 31 March 2024 EPE Special Opportunities holds 4,739,707 shares in Treasury.
As at 31 March 2024 the Company has 3,987,729 Unsecured Loan Notes (ULN) in issue maturing in July 2024 that are quoted on the Growth Market of the Aquis Stock Exchange.
As at 31 March 2024 Boston Trust Company Limited (Trustees of The EPE Special Opportunities Share Matching Scheme) holds 1,676,249 shares.
As at 31 March 2024, EPE Special Opportunities Limited has 12,500,000 zero dividend preference shares in issue which are redeemable in December 2026, that are quoted on the London Stock Exchange’s Main Market.
As at 31 March 2024, the number of Ordinary Shares in issue, not held by the Company in treasury, and the figure to be used as the denominator for calculations of interests in the Company's voting rights, was 29,876,847 Ordinary Shares.
As at 31 March 2024, the number of Ordinary Shares in issue and held by the Company in treasury was 4,739,707.
As at 31 March 2024, the percentage of shares not in public hands (as defined in the AIM Rules for Companies) was 51.1%.
EPE Special Opportunities Limited is incorporated in the Bermuda and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. A description of certain of the rights is set out in the Company's Circular to shareholders released upon continuance to Bermuda, which may be downloaded from this website.
As the Company is incorporated in Bermuda, it is not subject to the UK’s City Code on Takeovers and Mergers. A summary of the how the rights of Shareholders were varied upon continance and incorporation in Bermuda may be found here.
Please find the Company's KID here