TIDMESO TIDMEC.P TIDMEO.P
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 GBP1 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 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
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.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.
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: 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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