TIDMESO TIDMEO.P TIDMEC.P TIDMEL.P
RNS Number : 4365U
EPE Special Opportunities Limited
02 December 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF
THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR
PURCHASE, ANY INVESTMENT IN ANY JURISDICTION. PLEASE SEE THE
SECTION ENTITLED "DISCLAIMER" TOWARDS THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus published by EPE Special Opportunities
Limited by and not in reliance on this announcement.
2 December 2021
EPE Special Opportunities Limited
Publication of ZDP Prospectus
Further to the announcement on 19 November regarding the
publication of a Circular and Notice of and Extraordinary General
Meeting, the Board of EPE Special Opportunities Limited (the
"Company") announces that it has today published a prospectus (the
"Prospectus") approved by the Financial Conduct Authority ("FCA")
in connection with a placing (the "Placing") targeting an issue of
20 million zero dividend preference shares ("ZDP Shares") at a
price of GBP1.00 per ZDP Share (the "Placing Price").
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website: www.epespecialopportunities.com .
The ZDP Shares
The ZDP Shares will have a life of 5 years and a Final Capital
Entitlement of 129.14 pence per ZDP Share on the ZDP Repayment
Date, equivalent to a Gross Redemption Yield of 5.25 per cent. per
annum on the Placing Price. On the basis of the Assumptions (which
are set in the Prospectus), the ZDP Shares will have a Final Cover
of 7.4 times.
Application will be made to the London Stock Exchange for all of
the ZDP Shares to be issued pursuant to the Placing to be admitted
to trading on the Main Market (standard listing segment). It is
expected that Admission will become effective and that dealings in
the ZDP Shares issued pursuant to the Placing, fully paid, will
commence at 8.00 a.m. on 17 December 2021. The ZDP Shares ISIN
number is BMG3163K1137, the SEDOL number is BMFSHK1 and the ticker
symbol is ESOZ.
Use of proceeds
The Directors intend to use the entirety of the Net Proceeds of
the Placing to allow the Company to maintain significant cash
balances whilst continuing to invest in accordance with the
Company's investing policy.
Expected Timetable
Publication of the Prospectus 2 December
Publication of results of the Placing* 15 December
Admission and commencement of dealings 8.00 a.m. on 17 December
in the ZDP Shares issued under the Placing
CREST accounts credited in respect of 8.00 a.m. on 17 December
Depositary Interests (representing uncertificated
ZDP Shares issued under the Placing)
Where applicable, share certificates Week commencing 3
despatched in respect of certificated January 2022
ZDP Shares issued under the Placing
Times and dates are subject to change
* The Directors may, with the prior approval of the Company and
Liberum, extend such date and thereby extend the Placing period to
a time and date no later than 5.00 p.m. on 31 January 2022. If the
Placing period is extended, the Company will notify investors of
such change by the publication of an RNS announcement.
Placing Statistics
Target size of the Placing 20 million ZDP Shares
Placing Price GBP1.00
Target Gross Proceeds receivable by the GBP20 million
Company*
Final Capital Entitlement 129.14 pence per ZDP
Share
Gross redemption yield at Placing Price 5.25 per cent.
Cover following the Placing 8.2 times
* The maximum number of ZDP Shares to be issued pursuant to the
Placing is 20 million ZDP Shares. The number of ZDP Shares to be
issued pursuant to the Placing, and therefore the Gross Proceeds,
is not known but will be notified by the Company via an RNS
announcement prior to Admission. The Placing will not proceed if
the Minimum Gross Proceeds of GBP10 million are not raised. It is
also assumed for this purpose that 20 million ZDP Shares are issued
pursuant to the Placing.
Terms used and not defined in this announcement bear the meaning
given to them in the Prospectus published today.
Enquiries:
Liberum Capital Limited +44 (0) 20 3100 2000
Financial Adviser and Sole Bookrunner Chris Clarke / Darren Vickers
/ Owen Matthews
EPIC Investment Partners LLP +44 (0) 207 269 8865
Alex Leslie
Langham Hall Fund Management (Jersey) +44 (0) 153 488 5200
Limited Amanda Robinson
Cardew Group Limited +44 (0) 207 930 0777
Richard Spiegelberg
Numis Securities Limited +44 (0) 207 260 1000
Nominated Adviser Stuart Skinner
Corporate Broker Charles Farquhar
Disclaimer
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by EPIC Investment Partners (UK) Limited ("EPIC") solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 (as amended) ("FSMA"). EPIC is authorised and
regulated by the Financial Conduct Authority ("FCA"), under
reference number 217457, and its registered office is at Audrey
House, 16-20 Ely Place, London, EC1N 6SN.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus published by the Company (and in any
supplementary prospectus) (the "Prospectus") and not in reliance on
this announcement. Investors should read the Prospectus before
making an investment decision in order to fully understand the
potential risks and rewards associated with the decision to invest
in ZDP shares of one pence each in capital of the Company (the "ZDP
Shares"). Approval of the Prospectus by the Financial Conduct
Authority should not be understood as an endorsement of the ZDP
Shares. When made generally available, copies of the Prospectus
may, subject to any applicable law, be obtained from the registered
office of the Company and will be made available for viewing at the
National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website. This announcement does not constitute, and may
not be construed as, an offer to sell or an invitation to purchase
investments of any description, a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase ZDP Shares.
Liberum Capital Limited ("Liberum") is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. Each of
EPIC Investment Partners LLP (the "Investment Adviser") and Liberum
is acting exclusively for the Company in connection with the
matters described in this announcement and neither the Investment
Adviser nor Liberum is acting for or advising any other person, or
treating any other person as their respective client, in relation
thereto and neither the Investment Adviser nor Liberum will be
responsible for providing the regulatory protection afforded to
their respective clients or advice to any other person in relation
to the matters contained herein. This does not exclude any
responsibilities or liabilities of Liberum under FSMA or the
regulatory regime established thereunder.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein may not be offered
or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is
being made in the United States.
The ZDP Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "US
Securities Act"), or under the securities laws or with any
securities regulatory authority of any state or other jurisdiction
of the United States. Accordingly, the ZDP Shares may not be
offered or sold within the United States or to, or for the account
or benefit of US persons (as defined in Regulation S under the
Securities Act ("Regulation S")), except pursuant to an exemption
from or in a transaction not subject to, the registration
requirements of the Securities Act. The ZDP Shares are being
offered and sold only in "offshore transactions" to non-US-persons
as defined in, and pursuant to, Regulation S. The Company has not
been, and will not be, registered under the US Investment Company
Act of 1940, as amended (the "Investment Company Act"), and
investors will not be entitled to the benefit of that Act. No
offer, purchase, sale or transfer of the ZDP Shares may be made
except under circumstances which will not result in the Company
being
required to register as an investment company under the
Investment Company Act.
In addition, the ZDP Shares have not been, nor will they be,
registered under the applicable securities laws of Australia,
Canada, New Zealand, the Republic of South Africa or Japan. Subject
to certain exceptions, the ZDP Shares may not be offered or sold
in, Australia, Canada, New Zealand, the Republic of South Africa,
Japan or any member state of the EEA (other than to professional
investors in certain EEA member states in which the Company is
registered with the national private placement regime) or to, or
for the account or benefit of, any national, resident or citizen of
the United States, Australia, Canada, New Zealand, the Republic of
South Africa, Japan or any member state of the EEA (other than to
professional investors in certain EEA member states in which the
Company is registered with the national private placement regime).
The issue of ZDP Shares to investors subscribing for ZDP Shares,
and the distribution of this announcement, in other jurisdictions
may be restricted by law and the persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Figures refer to past performance and past
performance is not a reliable indicator of future results. Returns
may increase or decrease as a result of currency fluctuations.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will", "targeting" or
"should" or, in each case, their negative or other variations or
comparable terminology. All statements other than statements of
historical facts included in this announcement, including, without
limitation, those regarding the Company's financial position,
strategy, plans, proposed acquisitions and objectives, are
forward-looking statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance. The Company, the Investment
Adviser and Liberum expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the FSMA, EU
Prospectus Regulation (2017/1129) which is part of UK law by virtue
of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time (including, but not limited to, by
the UK Prospectus Amendment Regulations 2019 and The Financial
Services and Markets Act 2000 (Prospectus) Regulations 2019), the
Prospectus Regulation Rules of the Financial Conduct Authority, the
UK version of Regulation (EU) No 596/2014 of the European
Parliament and of the Council on 16 April 2014 on market abuse
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (as amended and supplemented from time to
time) or other applicable laws, regulations or rules.
None of the Company, the Investment Adviser, Liberum, or any of
their respective affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. The Company, the
Investment Adviser, Liberum, and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within PROD 3 of the FCA's Product Intervention and
Product Governance Sourcebook (the "Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the ZDP Shares have been
subject to a product approval process, which has determined that
the ZDP Shares to be issued pursuant to the Placing are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in COBS 3.5 and 3.6 of the
FCA's Conduct of Business Sourcebook, respectively; and (ii)
eligible for distribution through all distribution channels as are
permitted by the Product Governance Requirements (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: (a) the price of the ZDP Shares may decline and
investors could lose all or part of their investment; the ZDP
Shares offer no guaranteed income and no capital protection; (b) an
investment in the ZDP Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the FCA's Conduct of Business Sourcebook; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the ZDP Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the ZDP Shares and determining
appropriate distribution channels.
PRIIPS REGULATION
In accordance with the PRIIPs Regulation, a Key Information
Document in respect of the ZDP Shares has been prepared by the
Company and is available to investors at
www.epespecialopportunities.com/. If you are distributing the ZDP
Shares, it is your responsibility to ensure that the relevant Key
Information Document is provided to any clients that are "retail
clients".
The Company is the only manufacturer of the ZDP Shares for the
purposes of the PRIIPs Regulation and neither the Investment
Adviser nor Liberum is a manufacturer for these purposes. Neither
the Investment Adviser nor Liberum makes any representations,
express or implied, or accepts any responsibility whatsoever for
the contents of any Key Information Document prepared by the
Company nor accepts any responsibility to update the contents of
any Key Information Document in accordance with the PRIIPs
Regulation, to undertake any review processes in relation thereto
or to provide such Key Information Document to future distributors
of ZDP Shares. Each of the Investment Adviser and Liberum and their
respective affiliates accordingly disclaim all and any liability
whether arising in tort or contract or otherwise which it or they
might have in respect of any Key Information Document prepared by
the Company.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
NEXEAKAAEDKFFFA
(END) Dow Jones Newswires
December 02, 2021 11:41 ET (16:41 GMT)
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