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.

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END

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December 02, 2021 11:41 ET (16:41 GMT)

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