AIM Rule 26

The information below is being disclosed for the purposes of AIM Rule 26 and was last updated on 31 January 2016.

The information made available on this website is provided in accordance with the requirements of the AIM Rules. Nothing on this website should be taken to constitute an offer of, or the solicitation of an offer of, any shares or other securities of the Company, whether in respect of any person in (or citizen or resident of, or a corporation, partnership or other entity created or organised in) the United States of America, its territories or possessions, including the District of Columbia, Canada, the Republic of Ireland, Australia or Japan (the "Excluded Territories") or in any other jurisdiction. Certain documents may only be viewed by persons who confirm to the Company that they are not citizens of, or resident, in the Excluded Territories. None of the shares or securities of the Company have been or will be registered under the securities laws of any Excluded Territory.

EPE Special Opportunities plc is incorporated in the Isle of Man and is admitted to trading on AIM. As a result, EPE Special Opportunities plc is subject to the UK’s City Code on Takeovers and Mergers.

Corporate Governance

The Company is not required to comply with the UK Corporate Governance Code published by the Financial Reporting Council. The Directors, however, place a high degree of importance on ensuring that the Company maintains high standards of Corporate Governance and have therefore adopted the spirit of the Code to the extent that they consider appropriate, taking into account the size of the Company and nature of its operations.

Business Description and Investing Policy

We seek to invest £2-10 million in distressed, growth or buyout opportunities. EPIC Private Equity will consider most industry sectors, including consumer, retail, manufacturing, financial services, healthcare, support services and media industries. EPIC Private Equity partners with management and entrepreneurs to maximise value by combining financial and operational expertise in each investment. Whilst in general EPIC Private Equity aims to take controlling equity positions, we may also seek to develop companies as a minority investor.

EPIC Private Equity has significant experience in small and medium sized companies as well as distressed investing. Since 2001, EPIC Private Equity has invested more than £100 million in 37 transactions with a combined enterprise value of more than £270 million. 18 investments were turnaround or distressed transactions.

The current portfolio consists of 4 companies in the consumer, retail, engineering, manufacturing, distribution and healthcare sectors with an aggregate annual turnover of more than £150 million.

Directors and Biographical Details

Please click on the link below for the names of the directors and brief biographical details of each.

>  Board of Directors

Directors' Responsibilities

Please click on the link below for a description (by title) of Directors' responsibilities.

> Board of Directors

Committees

Please click on the link below for Committee details.

>  Committees

Country of Incorporation and Main Country of Operation

EPE Special Opportunities plc was incorporated in the Isle of Man (Registration Number 008597V) on 25 July 2003 and it is resident in the Isle of Man for tax purposes.

Statement of Shareholder Rights

EPE Special Opportunities plc (the "Company") is incorporated in the Isle of Man and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company. A description of certain of the rights is set out in the Company's AIM Admission Document, which may be downloaded from this website.

Current Constitutional Documents

Please click on the link below for the Current Constitutional Documents

 > Current Constitutional Documents

Details of Other Exchanges and Trading Platforms

The Company's Ordinary Shares of 5p each are also admitted to trading on ISDX Growth Market, the primary market operated by ICAP plc.

Details of any Restrictions on the Transfer of Securities

There are no restrictions on the transfer of securities.

Shares in Issue

As at 31 January 2016 the Company has 27,163,173 ordinary shares in issue. There were 33.44% of shares not in public hands.

Major Shareholders

Shareholder% Of Class
  
Giles Brand 22.23
The Corporation of Lloyds 11.41
Henderson Global Investors 6.20
Hoares Bank 4.94
Miton Asset Management 4.76
SIX SIS 3.63
Rothschild Wealth Management 3.62 

 

As at 31 January 2016 EPE Special Opportunities plc holds 3,700,944 shares in Treasury.

As at 31 January 2016 the Company has 1,880,047 Convertible Loan Notes (CLN) in issue that are listed on the ICAP Securities and Derivatives Exchange. In addition the Company holds 8,119,953 CLNs in Treasury.

As at 31 January 2016 the Company has 7,975,459 Unsecured Loan Notes (ULN) in issue that are listed on the ICAP Securities and Derivatives Exchange.

As at 31 January 2016 Corvina Limited (a subsidiary company of EPE Special Opportunities plc) holds 787,737 shares.

As at 31 January 2016 Boston Trust Company Limited (Trustees of The Epic Equity Employee Benefit Trust) holds 1,467,065 shares. The Directors hold a total of 172,840 shares within this Trust.

Financial Information

Please click on the link below for the Company's financial reports and information.

> Report and Accounts

Company Announcements

Please click on the link below for announcements made by the Company. In accordance with AIM Rule 26 and Market Abuse Regulations announcements made by the Company will be available for a period of at least 5 years. 

 > Company Announcements

Admission Document and Circulars

EPE Special Opportunites plc was formerly known as EPIC Reconstruction plc. In September 2008 a shareholder circular was issued recommending the restructure of investment advisory arrangement, the name change, purchase of shares and cancellation of the share premium account. Following agreement from all voting shareholders the name of the fund was changed on 15 September 2008.

Please click on the link below the Company's Admission Document and Circulars.

 > Admission Document and Circulars

Advisors

Please click on the link below for details of the Company's Nominated Advisor and other key advisors.

> Advisors