EPE Special Opportunities Limited Result of EGM (5056V)
13 Dicembre 2021 - 7:23PM
UK Regulatory
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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END
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December 13, 2021 13:23 ET (18:23 GMT)
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