EPE Special Opps Ltd - Acquisition of Carried Interest & Net Asset Value
RNS Number : 4443Y
EPE Special Opportunities Limited
09 May 2019
 

EPE Special Opportunities Limited

 

Acquisition of Carried Interest in ESO Investments 1 LP and Net Asset Value

 

Acquisition of Carried Interest in ESO Investments 1 LP

 

EPE Special Opportunities Limited ("ESO" or the "Company") announces that it has today entered into an agreement to acquire the carried interest accrual in ESO Investments 1 LP, a limited partnership in which it is the sole limited partner (the "Carried Interest"). ESO Investments 1 LP holds the Company's indirect interests in Luceco, Whittard of Chelsea and Pharmacy2U (collectively, the "Relevant Portfolio Assets").

 

Total consideration for the Carried Interest of £9.8 million will be satisfied by the issue of 4,473,347 ordinary shares in the Company, to be issued at 220.11 pence each, representing a premium of 22.3 per cent to the mid-market closing price of the Company's ordinary shares on 8 May 2019. The acquisition the Carried Interest is contingent upon the shares being admitted, which is expected to take place on 14 May 2019.

 

The Carried Interest relates to the increase in value of ESO Investments 1 LP since its formation in September 2010, in which ESO is now the sole investor. Since inception, the portfolio of ESO Investments 1 LP has realised cash proceeds of £99.0 million and has achieved an additional unrealised return of £51.4 million, bringing the total proceeds at completion of today's transaction to £150.3 million. This equates to a total money multiple of 3.2x and an IRR of 29.2% on capital deployed by ESO Investments 1 LP.

 

Transaction Rationale

 

The Company's rationale for the transaction is as follows:

 

·      Maximise long-term liquidity in the Company: by satisfying the Carried Interest in ordinary shares of the Company, ESO will retain the equivalent proceeds in cash when the Relevant Portfolio Assets of ESO Investments 1 LP are sold. These proceeds will then be available to the Company to re-invest, rather than being paid out to EPIC Private Equity LLP.

 

·      Increased long-term alignment with the Investment Advisor: the transaction increases EPIC Private Equity's ownership of ESO, increasing the long-term alignment of the Investment Advisor with shareholders in the Company.

 

The Board of ESO considers, having consulted with Numis as the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as the Company's shareholders are concerned.

 

An application will be made for the admission of 4,473,347 ordinary shares of 5 pence each ("Admission"). Admission is expected to take place on 14 May 2019. Immediately subsequent to completion of the transaction the number of ordinary shares in issue, excluding those held by the Company in treasury, will be 33,622,811 ordinary shares (which should be used as the denominator for calculations of interests in the Company's voting rights).

 

Related Party Transaction

 

The transaction constitutes a related party transaction under Rule 13 of the AIM Rules and as part of the transaction certain members of EPIC Private Equity LLP (being PDMRs of the Company) and their connected persons will receive ordinary shares in the Company in the following amounts.

 

The details of the ordinary shares received by the PDMRs are as follows:

 

PDMR

Role

Number of Ordinary Shares Received

Price per Ordinary Share

Number of Ordinary Shares Held Following Receipt

Percentage of Total Voting Rights Held Following Receipt

Giles Brand (& Connected Persons)

Managing Partner of EPE

3,712,880

220.11p

10,245,650

30.5%

Hiren Patel

Managing Partner, Finance Director and Head of Compliance of EPE

44,733

220.11p

440,034

1.3%

 

The PDMRs (and their connected persons), together with the other persons receiving ordinary shares in connection with the transaction (collectively, the "Recipients"), have agreed not to dispose of the ordinary shares being issued to them in connection with the transaction until the third anniversary of receipt. Should the ESO Group realise some or all of its interests in the Relevant Portfolio Assets prior to the third anniversary of today's transaction, the Recipients are permitted to dispose of the ordinary shares issued to them in connection with today's transaction in proportion to the amount of any proceeds received by the ESO Group relative to the gross asset value of the Relevant Portfolio Assets as at the completion of today's transaction.

 

The notification of dealing forms for each PDMR can be found below.

 

Net Asset Value

 

Immediately subsequent to completion of the transaction, the estimated net asset value of ESO will be 241.32 pence per ordinary share (based on a Luceco plc share price of 88.00 pence per ordinary share).

 

Inside Information

 

This announcement is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

 

The person responsible for releasing this information on behalf of the Company is Hilary Jones of R&H Fund Services (Jersey) Limited.

 

Enquiries:

 

EPIC Private Equity LLP

+44 (0) 207 269 8865

Alex Leslie



R&H Fund Services (Jersey) Limited

+44 (0) 1534 825 323

Hilary Jones



Cardew Group Limited

+44 (0) 207 930 0777

Richard Spiegelberg



Numis Securities Limited

+44 (0) 207 260 1000

Nominated Advisor:

Stuart Skinner / Hugh Jonathan

Corporate Broker:

Charles Farquhar

 

DEALING NOTIFICATION FORM

FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY ASSOCIATED PERSONS

 

1.     

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Giles Brand

2.     

Reason for the notification

a)

Position/Status

Managing Partner of Investment Advisor

b)

Initial Notification/Amendment:

Initial notification

3.     

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

EPE Special Opportunities Limited

b)

LEI

213800BQKN9C23A7LK98

4.     

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

  

Identification code

 Ordinary shares of 5p each.

 

 

ISIN: BMG3163K1053

 

b)

Acquisition of interest in shares

c)

Price(s) and volume(s):

 

Price(s)

 Volume(s)

220.11 p

3,712,880

d)

Aggregated information:

Price 220.11 pence

Volume 3,712,880 Ordinary Shares

e)

Date of the transaction

9 May 2019

f)

Place of the transaction

; AIM

 

1.     

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Hiren Patel

2.     

Reason for the notification

a)

Position/status

Managing Partner, Finance Director and Head of Compliance of Investment Advisor

b)

Initial notification/Amendment:

Initial notification

3.     

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

EPE Special Opportunities Limited

b)

LEI

213800BQKN9C23A7LK98

4.     

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

  

Identification code

 Ordinary shares of 5p each.

 

 

ISIN: BMG3163K1053

 

b)

Acquisition of interest in shares

c)

Price(s) and volume(s):

 

Price(s)

Volume(s)

220.11 p

44,733

d)

Aggregated information:

Price 220.11 pence

Volume 44,733 Ordinary Shares

e)

Date of the transaction

9 May 2019

f)

Place of the transaction

; AIM

 

 


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