Epe Special Opp Regulatory News (ESO)

EPE Special Opportunities plc

Acquisition of Secondary Interest in ESO Investments 1 LP

£4.75 million loan issue and issue of equity via private placing

24 July 2015

EPE Special Opportunities plc ("ESO plc" or the "Company") announces that it has acquired the Limited Partnership interest held by DES Holdings IV(A) LLC ("ESD") in ESO Investments 1 LP ("ESO 1 LP"), a Limited Partnership in which ESO plc is the majority Limited Partner (the "Acquisition"). Following the transaction, ESO plc is now the sole Limited Partner in ESO 1 LP.

The total value of the Acquisition is £8.6 million, with £5.7 million to be paid in cash at completion and £2.9 million in cash before 30 September 2015. The Acquisition value represents ESD's audited 31 January 2015 Net Asset Value ("NAV") in ESO 1 LP at a fixed Pound to Euro exchange rate of 1 : 1.35.

The Acquisition continues the stated objective of buying out Minority Interests and participants in all assets where the Investment Advisor believes it represents value. The Acquisition is also consistent with ESO plc's stated objective of having a concentrated portfolio numbering between two and 10 assets at any one time.

ESO plc also announces that certain private investors have agreed to subscribe for loan notes issued by ESO plc in the principal amount of £4.5 million (the "Loan Notes Issue") and the principal amount of £0.25 million (175,895) ordinary shares of 5p each of ESO plc at a price of 142.13p per ordinary share (being the Company's NAV per ordinary share as at 31 January 2015), with such issuance of ordinary shares conditional on Admission (see below) (the "Equity Subscription").

The proceeds of the Loan Notes Issue and Equity Subscription will be used to fund the acquisition of Minority Interests, the refinancing of the convertible loan note and to support the making of new investments by ESO plc.

Following the Acquisition, the Loan Notes Issue and the Equity Subscription, the revised NAV as at 30 June 2015 is 141.87p per share.

The Loan Notes Issue

Key terms and conditions:

- £4.5 million issued to certain private investors, with an option for ESO plc to raise further funds by issuing loan notes under the same loan note instrument (the "Loan Note Instrument") (together, the "Loan Notes").

- Final repayment date of 23 July 2022. The Company may (in its sole discretion) extend the final repayment date to 23 July 2023 by giving written notice of such extension to the holders of the Loan Notes on or prior to 31 January 2022, provided that the Company is in compliance with the terms of the Loan Note Instrument on 23 July 2022.

- The Company may elect to redeem up to 50 per cent of the Loan Notes at par on or after 31 July 2018 and up to 75 per cent of the Loan Notes at par on or after 31 July 2020.

- The Loan Notes place restrictions on the Company raising further debt over pre-agreed levels.

- The Company will pay an annual interest rate of 7.50 per cent on the outstanding Loan Notes semi-annually in arrears in equal instalments on 31 January and 31 July. The first interest payment date in respect of the Loan Notes is 31 January 2016.

- The Loan Notes are freely transferable and the Loan Note Instrument contains customary mandatory redemption provisions.

- The Loan Note Issue was completed on 23 July 2015.

- The Loan Notes are and will be issued by ESO plc alone.

The Equity Subscription

Key terms and conditions:

- The £0.25 million Equity Subscription comprises of 175,895 ordinary shares of 5p each at a price of 142.13p. This price matches the Company's NAV per share as at 31 January 2015.

- New ordinary shares are being issued under existing allotment authorities.

- An application has been made for 175,895 ordinary shares of 5p each to be admitted to be traded on AIM (the "Admission"). It is expected that the Admission will occur at 8:00am on 27 July 2015.

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