Amendment and Extension of Unsecured Loan Notes

EPE Special Opportunities Limited

22 July 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

22 July 2026

EPE Special Opportunities Ltd

Amendment and Extension of Unsecured Loan Notes

EPE Special Opportunities Ltd ("ESO" or the "Company") announces that:

i.    Holders of 75% or more of the principal amount of ESO's outstanding 8.5% Unsecured Loan Notes due 2026 with ISIN GB00BF0XD821 (the "Notes") have, in accordance with Clauses 1.1(b) and 2 of Schedule 2 to the Loan Note Instrument dated 23 July 2015 (as amended by deed of amendment on 21 July 2022 and by deed of amendment on 17 July 2024) constituting the Notes (the "Loan Note Instrument"), passed the extraordinary written resolutions authorising ESO to (i) make certain modifications to the Loan Note Instrument and (ii) execute a deed of amendment in respect of the Loan Note Instrument in order to give effect to such modifications (the "Deed of Amendment").

ii.    ESO yesterday executed the Deed of Amendment with immediate effect.

iii.   The effect of the modifications to the Loan Note Instrument is as follows:

a)   the Final Repayment Date of the Notes has been extended from 23 July 2026 to 31 July 2030;

b)   the interest rate on the Notes remains at 8.5% per annum;

c)   the interest rate step-up mechanism (former Clause 4.5) has been deleted;

d)   the unilateral company extension option (former Clause 5.1(b)) has been deleted;

e)   new early voluntary redemption mechanics have been introduced, enabling ESO to redeem at par up to 25% of the aggregate principal amount of the Notes on or after 31 July 2028, and up to 50% on or after 31 July 2029, in each case pro rata across all Noteholders, on not less than 30 days' notice;

f)    a new Noteholder put option has been introduced (new Clause 5.5), under which each Noteholder may require ESO to redeem all (but not part) of their Notes on 31 July 2029 (the "Put Date") at par plus accrued interest, by delivering a Put Notice no later than 31 October 2028;

g)   a new Special Redemption Option has been introduced (new Clause 5.6), under which each Noteholder may require ESO to redeem all (but not part) of their Notes on 31 July 2026 (the "Special Redemption Date") at par plus accrued interest, by delivering a Special Redemption Notice not less than two Business Days prior to the Special Redemption Date (such election being irrevocable);

h)   the capacity of the Loan Note Instrument has been increased from £10,000,000 to £15,000,000;

i.    the Financial Covenant Test Dates have been amended to 31 January and 31 July of each year, commencing 31 January 2027; and

ii.    the definitions of Gross Asset Value and Net Asset Value have been updated to reference 31 January or 31 July (as applicable).

For further details see the Deed of Amendment of 21 July 2026 made available on the Company's website in section titled "Admission Documents and Circulars".

iv.   The Notes shall henceforth be referred to as ESO's outstanding 8.5% Unsecured Loan Notes due 2030.

v.   ESO further announces that it voluntarily undertakes, for the benefit of the Noteholders, to maintain a minimum enhanced gross asset ratio of at least 4:1 subject to the terms and conditions set out in the Deed Poll of 21 July 2026 made available on the Company's website in section titled "Admission Documents and Circulars".

The information set out in this announcement summarises the amendments made to the Notes and the Loan Note Instrument. It is not legally binding and does not purport to modify the Notes or the Loan Note Instrument. Noteholders should refer to the provisions of the amended Loan Note Instrument for precise information on their rights and obligations under the Notes.

Enquiries:

EPIC Investment Partners LLP	[phone] Rupert Palmer
Langham Hall Fund Management (Jersey) Limited	[phone] Amanda Robinson
Cardew Group Limited	[phone] Richard Spiegelberg
Deutsche Numis	[phone]
Nominated Advisor/Corporate Advisor:	Stuart Skinner
Corporate Broker:	Charles Farquhar

Company Information:

EPE Special Opportunities Ltd

Incorporated in Bermuda

Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Company Number: 53954

ISIN: GB00BF0XD821

AQSE Growth Market

 

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