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RNS Number : 4489K
EPE Special Opportunities PLC
15 July 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 the
Company's issued share capital of 30,802,911 ordinary shares of 5
pence each (the "Ordinary Shares") has been admitted to trading on
PLUS-quoted, the primary market operated by PLUS Markets Group plc
for trading of securities ("PLUS") (the "Admission"). It is
expected that the 10,000,000 convertible loan notes of GBP1 each
issued by the Company (the "Convertible Loan Notes"), will be
admitted to PLUS on 29 July 2011. The Ordinary Shares and the
Convertible Loan Notes together are referred to in this
announcement as the "Securities".
The Ordinary Shares were admitted to trading on the Alternative
Investment Market of the London Stock Exchange ("AIM") on 16
September 2003. 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 GBP2 million and GBP10 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 GBP2 million occasionally
whilst for investments larger than GBP5 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.ht
ml
Ordinary Shares
The Ordinary Shares comprise the entire issued share capital of
the Company and are subject to the provisions of the Articles of
Association of the Company which can be found on the Company's
website:
http://www.epicprivateequity.com/epespecialopportunitiesplc_investors.ht
ml
The PLUS ticker for the Ordinary Shares is EO.P. The AIM ticker
for the Ordinary Shares remains ESO.L, the ISIN remains
IM00B4JV7H77 and the SEDOL remains B4JV7H7.
WEBSITE
Further details of the Company, its business and the Securities
are available on the following website:
http://www.epicprivateequity.com/epespecialopportunitiesplc_investors.ht
ml
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.
Settlement of transactions in Ordinary Shares may take place
within the CREST system. CREST is a voluntary system and therefore
shareholders who wish to receive and retain share certificates are
able to do so. All the Ordinary Shares are in registered form.
OFFERING OF SECURITIES
There is no offering of the Securities being undertaken in
connection with 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: 01624 681 250
NUMIS SECURITIES LIMITED
Nominated Adviser / Corporate Adviser: Stuart Skinner
Corporate Broker: Alex Ham / Charles Farquhar
Tel: 020 7260 1000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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