TIDMEPG 
 
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR 
INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH 
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION 
OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION 
 
24 November 2021 
 
               EP Global Opportunities Trust plc (the "Company") 
                 Legal Entity Identifier: 2138005T5CT5ITZ7ZX58 
 
Further to the announcements made on 25 and 29 October 2021 and following a 
review of the strategic direction of the Company, the Board intends to change 
the Company's management arrangements by becoming a self-managed investment 
trust. The Board will assume overall control of the Company's investment policy 
and have overall responsibility for the Company's activities. It is proposed 
that the Company's present portfolio manager, Dr Sandy Nairn, will be appointed 
as an executive Director and Dr Nairn will have day-to-day responsibility for 
investment management. By becoming a self-managed investment trust, the Board 
believe it will be able to access a wider range of assets and investment 
management expertise, particularly in the private capital market. The Board 
believe there will be more flexibility to use third party managers where 
appropriate than there is when the manager is a large fund management company. 
 
 
The Company has entered into heads of terms ("HoT") with Franklin Templeton 
Investment Trust Management Limited (the "Investment Manager") and Dr Nairn in 
respect of the new management arrangements. The arrangements are subject to 
finalisation of full legal documentation and approval of the new investment 
objective and policy as set out below. Under the HoT it has been agreed that Dr 
Nairn will commit a substantial proportion of his time to the management of the 
Company's investment portfolio. He will continue to work part-time for the 
Franklin Templeton group ("FT") and as part of this engagement he will be 
responsible for a new sub-advisory arrangement which the Company will enter 
into with FT. 
 
The change in management structure is subject to the Company being approved by 
the FCA as a small registered alternative investment fund manager ("AIFM"). 
This is expected to take up to six months. Once the Company has been approved 
to act as its own AIFM, the current arrangement with the Investment Manager 
will cease and the sub-advisory agreement with FT will be entered into. New 
administration arrangements will be put in place at this point as well. It is 
anticipated that Dr Nairn will join the Board at this point. The Company will 
also, by resolution of the Board, change its name to Global Opportunities Trust 
plc. 
 
As part of this proposal the Company wishes to make changes to its investment 
objective and policy so as to allow the Company to invest in a larger range of 
investments. In addition, while the Board believes that most shareholders will 
wish to maintain their investment in the Company, it recognises that some may 
wish to realise part, or potentially all, of their shareholding. In order that 
such shareholders will have the opportunity to do so, the Company intends to 
put forward a tender offer for approval by the shareholders (the "Tender Offer 
"). Such Tender Offer will be contingent on the new investment objective and 
policy (the "New Investment Objective and Policy") being approved by 
shareholders. The implementation of the change of management structure is also 
subject to the approval of the New Investment Objective and Policy. 
 
The Company has today published a circular providing shareholders with full 
details of the proposed management changes, new investment policy and 
objectives and the Tender Offer (the "Circular"). A copy of the Circular will 
be submitted to the National Storage Mechanism and will shortly be available 
for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The 
Circular will also be available on the Company's website (https://www.epgot.com 
/). 
 
Details of the New Investment Objective and Policy 
 
The Board believes that the Company's New Investment Objective and Policy will 
provide the Company with the flexibility to seek out value across asset classes 
rather than being constrained by a relatively narrow investment policy. The 
Company's original investment objective and policy were set in 2003 and 
reflected investment conditions that prevailed at that time. The intention then 
was to provide sufficient flexibility to avoid artificial constraints that 
could effectively force the Company into owning particular assets or classes of 
security. For this reason, the Company had the ability to own cash and bonds, 
if listed equities were not at appropriate valuations and to also allow some 
investment in unlisted equity securities where appropriate. 
 
Following the financial crisis of 2008 and the subsequent extended period of 
negative real interest rates, conditions are now very different and many asset 
classes are more expensive. As a consequence, the Company has been forced to 
hold significant levels of cash where, because of central bank policy, there is 
a negligible or negative real return. The Company believes that there are more 
profitable opportunities available in private capital investments but, other 
than a limited ability to invest in unlisted securities, the current investment 
policy does not allow the Investment Manager to access the full range of 
private capital investments. The private capital opportunities would primarily 
be accessed through delegation to specialist third party managers (including 
through investments in investment funds) but it is expected that co-investment 
opportunities for direct investment may also be available. As a long-term 
capital vehicle with a closed-ended structure, the Company is ideally placed to 
take advantage of these opportunities. For these reasons it is important that 
some of the existing constraints on the Company's investment objective and 
policy be lifted. As such, the Company is seeking to amend its investment 
objective and policy so as to allow it to invest up to 30 per cent. of its 
total assets in private investments which the Company believes strikes the 
correct balance between liquidity and opportunity. This will allow the Company 
to adapt to the current investment conditions which are very different from 
those at launch. 
 
Further detail on New Investment Objective and Policy 
 
The private investments are likely to be focused on the provision of capital to 
boutique private capital managers.  Dr Nairn has direct experience in this area 
through the creation of Edinburgh Partners, private equity investing and 
extensive industry contacts.  The investments are likely to be made through 
funds which specialise in this area and also potentially through co-investments 
and unlisted equity investments. Valuation in such investments is typically 
quarterly with ad hoc valuations as required to recognise significant events. 
The allocation of resources to private capital will be determined by reference 
to the relative attractiveness of the investment whilst considering the 
liquidity, likely term of the investment and the associated cash-flow. The NAV 
will continue to be published daily. 
 
It is anticipated that if the New Investment Objective and Policy is approved 
that the portfolio will initially be weighted as follows: 
 
  * Global equities: 40 - 60 per cent.; 
  * Specialist funds: 8-10 per cent. (including the existing investment in the 
    Templeton European Long-Short Equity SIF); 
  * Private capital: 10 per cent.; and 
  * Bonds: 5 to 10 per cent.; 
  * Cash and cash-like instruments: 20-30 per cent. 
 
Please note that these proportions will change over time to reflect shifts and 
valuations that create new opportunities. The use of third party advisors and 
managers is envisaged to take advantage of valuation anomalies that arise in 
specific niche areas of asset markets where the key to success and accessing 
these opportunities is specialist knowledge and experience. It is anticipated 
that the initial sub-advisory agreement with FT will cover equities, cash and 
bonds. 
 
The Board acknowledges that the New Investment Objective and Policy increases 
the Company's exposure to private markets which are historically less liquid 
assets than those traded on the public markets. The Board believes that these 
are appropriate investments for the Company, particularly given the 
closed-ended nature of the Company and that such change in investment focus is 
in the best interests of the Company. The private holdings will be 
significantly less liquid than other holdings and as such the balance of the 
portfolio will be in holdings with high liquidity to ensure that the portfolio 
has the ability to take advantage of any new opportunities that may arise. 
 
Details of the Tender Offer 
 
While the Board believes that the proposals are in the best interests of the 
shareholders, it understands that some may wish to sell some, or all, of their 
shares. Subject to the approval of the New Investment Objective and Policy, it 
is proposed that the Tender Offer will be for up to 20 per cent. of the shares 
and will be at a discount of 2 per cent. to the NAV per share (plus costs and 
expenses of the Tender Offer). Shareholders (other than those shareholders 
identified in the Tender Documentation as restricted shareholders and certain 
overseas shareholders) will be entitled to tender up to 20 per cent. of their 
holding of shares (the "Basic Entitlement") and to apply to tender more than 
their Basic Entitlement. 
 
The required shareholder authorities are being sought at the general meeting 
but the formal Tender Documentation will follow in early January 2022. It is 
anticipated that the Tender Offer will take place in late January or February 
2022. 
 
Share buyback authority 
 
The Company's authority to repurchase its own Shares, which was granted at the 
last annual general meeting of the Company held on 21 April 2021, in respect of 
up to 14.99 per cent. of the Company's issued share capital as at the date of 
that meeting, will remain in force and be unaffected by the Tender Offer. 
 
The increased investment flexibility will allow the Company to take advantage 
of a broader range of opportunities which should make the Company an attractive 
vehicle for a wider range of potential investors than the existing shareholder 
base. In particular, the Board believes that the different types of assets 
available will attract those investors who are looking for exposure to assets 
that may typically be reserved for institutional investors. Gaining new 
investors is an important component in ongoing discount control, which cannot 
solely rely on share buybacks, and the Board believes this will be assisted by 
the change in investment policy. The Board may use share buybacks, when 
appropriate, to narrow the discount to NAV at which the Shares trade. This will 
be done in conjunction with creating new demand and being aware of the 
liquidity of the Shares. 
 
The Company's share buyback policy will no longer aim to keep the share price 
at close to NAV. The Board is offering Shareholders the opportunity to 
participate in a Tender Offer at this point which will give the Shareholders 
the chance to sell some or all of their shares at the Tender Price. 
 
General meeting 
 
The Proposals are subject to shareholder approval at a general meeting which is 
to be held at the offices of Dickson Minto W.S., 16 Charlotte Square, Edinburgh 
EH2 4DF on 17 December 2021 at 10.00 a.m. 
 
At this meeting an ordinary resolution ("Resolution 1") will be proposed to 
adopt the New Investment Objective and Policy to the exclusion of all previous 
investment objectives and policies. 
 
A special resolution, which is conditional on the passing of Resolution 1, will 
be proposed to approve the Tender Offer on the terms set out in the Circular 
and to give the Company authority to make market purchases pursuant to the 
Tender Offer. 
 
The Board has chosen to seek authority to purchase a maximum of 8,500,00 
shares, representing approximately 23 per cent. of the issued Share capital as 
at the date of this document. The maximum number of shares to be purchased 
under the Tender Offer will not be known until the Tender Price has been 
calculated. The Board and Dr Nairn do not intend to tender their Shares. 
 
The Board considers that the resolutions to be proposed at the general meeting 
are in the best interests of the Company and its shareholders as a whole. 
Accordingly, the Board unanimously recommends that you vote in favour of the 
resolutions, as the Directors and Dr Nairn intend to do in respect of their own 
beneficial shareholdings. As of the latest practical date prior to the 
publication of this document the Directors hold 32,000 (which represent 0.09 
per cent. of the Shares) and Dr Nairn holds 3,805,615 Shares (which represent 
10.43 per cent. of the Shares. 
 
Expected timetable 
 
                                                                   2021/2022 
 
Publication of this document                                     24 November 
 
Latest time and date for receipt of Forms of       10.00 a.m. on 15 December 
Proxy from shareholders 
 
General meeting                                   10.00 a.m.  on 17 December 
 
Tender Offer Documentation circulated                          Early January 
 
Tender Offer                                         End of January/February 
 
Defined terms used in this announcement have the meanings given in the Circular 
unless the context otherwise requires 
 
For further information, please contact: 
 
Dr Sandy Nairn             0131 270 3800 
 
Kenneth J Greig            0131 270 3800 
 
Franklin Templeton Investment Trust Management Limited 
 
5 Morrison Street, Edinburgh EH3 8BH 
 
24 November 2021 
 
 
 
END 
 
 

(END) Dow Jones Newswires

November 24, 2021 02:00 ET (07:00 GMT)

Ep Global Opportunities (LSE:EPG)
Gráfica de Acción Histórica
De Dic 2021 a Ene 2022 Haga Click aquí para más Gráficas Ep Global Opportunities.
Ep Global Opportunities (LSE:EPG)
Gráfica de Acción Histórica
De Ene 2021 a Ene 2022 Haga Click aquí para más Gráficas Ep Global Opportunities.