ESO Epe Special Opportunities Limited

TIDMESO TIDMEO.P TIDMEC.P TIDMEL.P

RNS Number : 5056V

EPE Special Opportunities Limited

13 December 2021

EPE Special Opportunities Limited

Results of Extraordinary General Meeting

EPE Special Opportunities Limited (the "Company") announces the results of voting at the extraordinary general meeting to approve the creation of a new class of zero dividend preference shares ("ZDPs") held today, 13 December 2021. A poll was held on the resolution and the resolution was passed by the required majority.

The Company has accordingly adopted the ZDP terms described in the shareholder circular published on 19 November 2021, subject to the amendments below.

External Borrowings

Save as described below, the Company may not, without the previous sanction of a resolution passed at a separate general meeting of ZDP Shareholders convened and held in accordance with the provisions of the Bye-Laws, incur any external borrowings which would rank, as to capital, in priority to, or pari passu with, the ZDP Shares on a winding-up of the Company (excluding monies determined by the Directors in their absolute discretion to be borrowed for temporary purposes only and in the ordinary course of business including, without limitation, for the purpose of settling transactions and any monies borrowed for the purpose of paying the Final Capital Entitlement or then accrued entitlement of the ZDP Shares). Notwithstanding the foregoing, the Company may, without the previous sanction of a resolution passed at a separate general meeting of ZDP Shareholders, incur any external borrowings which would rank, as to capital, in priority to, or pari passu with, the ZDP Shares on a winding-up of the Company provided that the Directors shall have calculated within 60 days prior to the Calculation Date that, were any external borrowings so incurred, the ZDP Shares in issue immediately thereafter would have a Cover of not less than four times.

Reduction of Capital or Purchase of Shares

The Company may, subject as provided in the relevant company's constitution, pass a resolution to reduce the capital of the Company in any manner or to purchase shares in the Company provided that the Directors shall have calculated within 60 days prior to the Calculation Date (as defined below) that, immediately following such reduction of capital or purchase of such shares, the ZDP Shares in issue immediately thereafter would have a Cover of not less than three times.

The relevant Cover of not less than three times is one times greater than the Cover of two times initially proposed in the Circular dated 18 November 2021.

Dividends

The Company may not, without the previous sanction of a resolution passed at a separate general meeting of ZDP Shareholders convened and held in accordance with the provisions of the Bye-Laws pay a dividend or other distribution, unless the Directors shall have calculated within 60 days prior to the relevant Calculation Date that, immediately following such payment of dividend or other distribution, the ZDP Shares in issue immediately thereafter would have a Cover of not less than three times.

The relevant Cover of not less than three times is one times greater than the Cover of two times initially proposed in the Circular dated 18 November 2021.

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus published on 2 December 2021.

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 
 

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December 13, 2021 13:23 ET (18:23 GMT)

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