EPE
Special
Opportunities
Report & Accounts
January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
01
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Annual Review 03
Introduction to EPE Special Opportunities 09
Investment Strategy and Portfolio Review 19
Governance Report 29
Financial Statements 42
Contents
02
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
ESO Portfolio Asset:
The Rayware Group
03
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Annual
Review
04
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Due to the complex business conditions faced in the period, the priority of the Board, Investment
Advisor and portfolio management teams has been to ensure the resilience of the Company
and its portfolio against these headwinds. Value creation plans are in place within the portfolio to
generate future growth, with close monitoring of progress maintained. Prudent action has been
taken to preserve liquidity and to manage the capital structure of the Company.
The Net Asset Value (“NAV”) per share* of the Company
as at 31 January 2025 was 328 pence, representing an
increase of 1 per cent. on the NAV per share* of 324 pence
as at 31 January 2024. The share price of the Company
as at 31 January 2025 was 149 pence, representing a
decrease of 10 per cent. on the share price of 165 pence
as at 31 January 2024. The share price of the Company
represents a discount* of 55% to the NAV per share of
the Company as at 31 January 2025. The Company seeks
to manage the discount to NAV via capital management,
including ordinary share buyback programs, as well
as achieving further diversification of the investment
portfolio and scale in the Company.
The Company has continued to manage the Company
prudently, prioritising liquidity and securing the financial
position of the portfolio:
• Luceco plc (“Luceco”) released its results for the year
ended 31 December 2024 announcing sales in the
region of £240 million and expects to generate an
operating profit in the region of £28.5 – 29.0 million,
ahead of expectations.
• The Rayware Group (“Rayware”) experienced
challenging trading conditions, but has progressed
its overall strategic development. Rayware appointed
Jamie O’Brien as CEO in May 2024, with more than 20
years’ experience in the consumer sector.
• Whittard of Chelsea (“Whittard”) achieved strong
growth led by the UK retail channel, benefitting from
like for like sales growth and new store openings.
Progress has been made on key strategic priorities
including international growth and the launch of a new
customer loyalty proposition.
• David Phillips faced headwinds to profitability in the
period. Ben Munn was appointed as CEO in July
2024, with over 25 years of experience in the real
estate sector.
• Pharmacy2U (“P2U”) continued to scale its operations
via organic growth and the integration of the
LloydsDirect acquisition, which was approved by the
CMA in March 2024.
• Denzel’s delivered continued sales growth supported
by growth in key existing accounts new customer
wins and partnerships.
The Company completed the following investments in
the period;
• In the year ended 31 January 2025, the Company,
through its subsidiary ESO Investments 1 Limited,
invested £3.5 million in Rayware, reducing the business’
senior debt, and has a £1.0 million contingent guarantee
outstanding to Rayware’s third-party lenders.
• In January 2025, the Company, through its subsidiary
ESO Investments 1 Limited, invested £0.7 million in
David Phillips to support the business
The performance of the investment portfolio is a key driver
of the Net Asset Value performance of the Company.
Chairman’s Statement
* See Alternative Performance Measures on pages 88 to 90 of this Report and Accounts.
05
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
The Company had cash balances of £11.9 million*
1
as at
31 January 2025. Prioritising liquidity and managing the
capital structure of the Company has been the focus
for the Board, whilst the macroeconomic environment
remains challenging. In July 2024, the Company exercised
its right to extend the maturity of its £4.0 million unsecured
loan notes to July 2025. In the period, the Company
repurchased 3.0 million zero dividend preference (“ZDP”)
shares for a total consideration of £3.5 million. Following
this buyback, the Company has 9.5 million ZDP shares
remaining in issue, maturing in December 2026. The
Company has no other third-party debt outstanding.
In the period, the Company completed ordinary share
buybacks in the market totalling 0.6 million ordinary
shares at a weighted average share price of 152pence.
The Board would like to extend their thanks to the
Investment Advisor and portfolio management teams
for their eorts through a demanding period and look
forward to updating shareholders on further progress at
the half year.
Clive Spears
Chairman
25 March 2025
* See Alternative Performance Measures on pages 88 to 90 of this Report and Accounts.
1
Company liquidity is stated inclusive of cash held in subsidiaries in which the Company is the sole investor.
06
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Investment Advisor’s Report
The Company and its portfolio have faced a challenging environment during the year ended
31 January 2025 against the backdrop of an uncertain and complex economic landscape.
The Board and Investment Advisor continue to manage the Company prudently, prioritising
liquidity and securing the financial position of the portfolio. Given the economic context, overall
M&A activity has remained subdued and market valuations have been depressed, limiting the
opportunities for new acquisitions and disposals in the period. The operational improvements
and progress made against long term value creation plans within the portfolio, position our
businesses for sustained growth as macro economic conditions stabilise. The Company has
taken action to de-risk its capital structure and improved liquidity by electing to extend the
maturity of its £4.0million unsecured loan notes to July 2025. This supported the repurchase
of 3.0 million of its ZDP shares, decreasing the redemption amount payable at maturity in
December 2026.
The NAV per share* of the Company as at 31 January 2025
was 328 pence, representing an increase of 1 per cent. on
the NAV per share* of 324 pence as at 31 January 2024.
The share price of the Company as at 31 January 2025
was 149 pence, representing a decrease of 10 per cent.
on the share price of 165 pence as at 31 January2024.
The Company has continued to prioritise liquidity during
the ongoing challenging economic environment. The
Company had cash balances of £11.9 million*
1
as at
31 January 2025, which are available to support the
portfolio, meet committed obligations and deploy into
attractive investment opportunities. Net third-party
debt* in the underlying portfolio stands at 1.2x EBITDA*
inaggregate.
The Company’s unquoted private equity investment
portfolio (including debt) is valued at a weighted average
enterprise value to EBITDA multiple* of 7.8x for mature
assets (excluding assets investing for growth). The
valuation has been derived by reference to quoted
comparables, after the application of a liquidity discount
to adjust for the portfolio’s scale and unquoted nature.
The Investment Advisor notes that the fair market value
of the portfolio remains exposed to a volatile macro
environment and equity market valuations.
In the period the Company completed the repurchase
of 3.0 million of its ZDP shares in the market (or 24 per
cent. of the Company’s outstanding ZDP share capital) at
a weighted average share price of 116 pence for a total
consideration of £3.5 million.
Luceco released its results for the year ended
31 December 2024 in March 2025. The business
announced results ahead of market expectations, with
sales in the region of £240 million, achieving organic
growth of 5 per cent. on the prior year on a constant
currency basis. The business delivered strong Q4 trading,
with impressive sales growth in the Residential RMI
division as well as the Residential EV Charger division,
which delivered quarterly year-on-year growth of circa
50%. The business expects to generate operating profit
in the region of £28.5 – 29.0 million for the year. Luceco
completed two acquisitions in the period, acquiring
D-Line, a supplier of cable management solutions, for
£8.6 million initial consideration and up to £3.8m million
contingent consideration in March 2024, and CMD,
a wiring accessories manufacturer for commercial
premises, for £30.0 million consideration in October
2024. The business’ balance sheet remains robust with
net debt of 1.7x LTM EBITDA as at 31 December 2024,
within the target range of 1.0-2.0x.
Rayware continued to face headwinds to trading
performance, but has made progress on the development
of its overall channel strategy in the period. In August
2024 Rayware launched a new retail channel, with its
first store opened in Swindon. Rayware’s US channel
achieved pleasing growth, securing new customer wins.
Rayware appointed a new CEO in May 2024, Jamie
O’Brien, who brings to the business over 20 years’
leadership experience in the branded consumer sector.
During the period, the Company, through its subsidiary
ESO Investments 1 Limited, invested £3.5 million to
reduce Rayware’s senior debt and has a £1.0 million
contingent guarantee outstanding to third-party lenders
as at 31 January 2025.
* See Alternative Performance Measures on pages 88 to 90 of this Report and Accounts.
1
Company liquidity is stated inclusive of cash held in subsidiaries in which the Company is the sole investor.
07
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Whittard of Chelsea delivered pleasing growth across
its sales channels. The UK retail store estate performed
strongly, achieving 6% like for like sales growth and
opening new stores in Oxford Circus, Gatwick Airport and
Victoria Station. Whittard has continued to develop its
international channels, with expansion in the US market
underpinned by new customers wins with key retailer
accounts, including Sam’s Club. The business has also
continued to improve its customer proposition, with a
new customer loyalty programme launched in the period.
David Phillips continues to experience profitability
headwinds but enters the year with an encouraging
pipeline. In July 2024, Ben Munn joined the business
as CEO, with over 25 years of experience in the real
estate sector. In January 2025, the Company, through
its subsidiary ESO Investments 1 Limited, invested
£0.7million to support the business.
Pharmacy2U maintained strong organic growth during
the period and accelerated its underlying growth
trajectory via acquisition. The integration of LloydsDirect
was approved by the CMA in March 2024, delivering
material additional scale to the platform and synergy
opportunities. In April 2024, P2U expanded its oering to
include pet care, via the acquisition of The PharmaPet Co.
Denzel’s achieved top line growth, expanding their
oering within key retailers and securing new accounts.
The business’ marketing activity has been supported by
new partnerships such as the collaboration with Battersea
Dogs & Cats Home, launched in June 2024.
The Investment Advisor would like to share its appreciation
to all of the management teams across the portfolio for
their dedication during an uncertain period, and to the
Board and the Company’s shareholders for their counsel
and support
EPIC Investment Partners LLP
Investment Advisor to the Company
25 March 2025
As at  January 
NAVper share* 328 pence
Share price 149 pence
Portfolio returns* 3.4x MM / 22% IRR
Mature unquoted asset valuation
2
* 7.8x EV / EBITDA
Portfolio leverage* 1.2x Net Third-Party Debt / EBITDA
* See Alternative Performance Measures on pages 88 to 90 of this Report and Accounts.
1
Company liquidity is stated inclusive of cash held in subsidiaries in which the Company is the sole investor.
2
EV / EBITDA multiple excludes Denzel’s as the assets are in a growth stage, prior to mature profitability.
08
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Introduction to
EPE Special Opportunities
09
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
ESO portfolio asset:
David Phillips
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited (“ESO” or the “Company”) is a
private equity investment company established in 2003.
The Company’s ordinary shares trade on the AIM market of the
London Stock Exchange and the Growth Market of the Aquis Stock
Exchange. The Company’s zero dividend preference shares trade
on the main market of the London Stock Exchange (non‑equity
shares and non‑voting equity shares, formerly standard listing
(shares)). The Company’s unsecured loan notes trade on the
Growth Market of the Aquis Stock Exchange.
The Company’s primary objective is to provide long‑term return
on equity for its shareholders by investing in small and medium
sized companies in the UK.
The Company targets growth and buy‑out opportunities,
specialsituations and distressed transactions, deploying capital
where it believes the potential for shareholder value creation to
be compelling.
The Investment Advisor to the Company is EPIC Investment
Partners LLP (“EPIC”).
10
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE
Special
Opportunities
11
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Investment highlights:*
3.4x
Portfolio
1
current
money multiple
22%
Portfolio
1
current IRR
9%
10 year annualised
NAV per share return
Key recent developments:
February 2024
ESO completes the realisation of its holding in EPIC Acquisition Corp, realising
€6.2million. The realisation of its holding in EAC Sponsor Limited remains subject to the
completion of the entity’s liquidation.
July 2024 ESO extends the maturity of £4.0 million unsecured loan notes to July 2025.
November – December 2024 ESO repurchases 3.0 million zero dividend preference shares.
* See Alternative Performance Measures on pages 88 to 90 of this Report and Accounts.
1
Portfolio returns are prepared on the basis of the aggregate total returns for current ESO portfolio companies, excluding fund
investments, as at 31 January 2025.
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
12
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPIC Investment Partners LLP (“EPIC” or the “Investment
Advisor”) was founded in June 2001 and is an independent
investment manager wholly owned by its partners.
Since inception, EPIC has made 37 investments into small
and medium sized companies in the UK and was appointed
Investment Advisor to the Company in September 2003.
EPIC manages the Company’s investments in accordance
with guidelines determined by the Board and the Company’s
constitutional framework. The governance structure is subject
to annual review by the Board.
In addition to private equity, EPIC has complementary business
lines, including Advisory, Markets and Administration.
13
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Strong track
record
37 investments across a broad range of sectors and
situations. EPIC has returned 2.3x money multiple and
15 per cent. IRR on its investments to 31 January 2025.
Highly aligned and
stable team
Committed and stable partnership, with average tenure
in excess of 10 years. The EPIC team’s aggregate holding
is the largest shareholding in ESO.
Extensive industry
network
Longstanding relationships in the UK market provide
EPIC with access to c.300 deals per annum. EPIC
leverages its network of operating partners to drive
portfolio valuecreation.
Listed market
experience
EPIC has a successful track record of advising listed
vehicles spanning more than 20 years. In addition to ESO,
EPIC has advised EPIC plc, EPIC Brand Investmentsplc,
Luceco plc and EPIC Acquisition Corp.
Complementary
group capabilities
EPIC’s Talent and Data teams provide specialist domain
expertise and are able to support the development of
portfolio companies. The cross-disciplinary expertise
of EPIC’s Advisory, Markets and Administration
divisions allows EPIC to access o-market investment
opportunities and deploy specialist knowledge.
* See Alternative Performance Measures on pages 88 to 90 of this Report and Accounts.
14
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Large market of companies
A greater universe of potential transactions allows EPIC to be more selective,
applying a higher investment threshold and greater pricing discipline.
Low competition for transactions
Diminished investor engagement and buy-side competition in the lower
mid-market is a structural driver for attractive valuations and leads to a higher
likelihood of successful completions.
Funding gap
The diculty experienced by lower mid-market companies in accessing bank or
alternative financing solutions often drives stakeholders to seek equity funding in
order to achieve the company’s growth or liquidity objectives.
Shareholders seeking liuidity
The lower mid-market is characterised by owner managers. Many of these owners
seek funding partners to achieve their personal growth and liquidity objectives.
Growth and operational improvements
Strong potential to create value in excess of underlying market and sector trend either
via top line growth, operational improvements or through acquisitions. Private equity
investors bring critical development capital and leverage cross-sector expertise to
produce transformational change.
ese factors create an attractive investment universe, with favourable
entry pricing and the potential for meaningful future value creation.
Why lower mid-market private euity?
15
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Strong returns
The Company has delivered strong returns with an
annualised NAV per share return of 9per cent. over the
last 10 years. Current portfolio returns are 3.4x MM and
22 per cent. IRR to 31 January 2025.
Access to high
quality portfolio
The Company oers investors access to a conservatively
valued, high growth portfolio. Mature unquoted assets
(excluding assets investing for growth) are valued at
7.8x EBITDA. The combined sales of the portfolio have
grown at a CAGR of 5 per cent. over the last 3 years.*
Established
deal pipeline
EPIC consistently targets proprietary deal opportunities.
Deals are also sourced from a network of industry
contacts including operating partners and corporate
finance advisors. EPIC reviews c.300 deals per annum
in the UK lower mid-market.
Permanent
capital vehicle
The Company has a permanent capital, quoted
structure. This allows flexible investment hold periods,
with the ability to implement transformational initiatives
and develop assets over the long term, generating
compound returns over periods in excess of standard
private equity hold periods (typically 3-5 years). The
Company’s evergreen structure provides a sustainable
basis for long term value creation, with realisations
able to be recycled into new investment opportunities,
generating compounding ongoing fund returns.
Manager
alignment
EPIC is a focused and independent manager with
substantial investment in the Company. The EPIC team’s
aggregate holding is the largest shareholding in ESO,
creating significant alignment with investors and a focus
on long-term sustainable shareholder returns.
Why EPE Special Opportunities?
* See Alternative Performance Measures on pages 88 to 90 of this Report and Accounts.
16
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Clive Spears (Non-executive Chairman)
Clive Spears retired from the Royal Bank of Scotland
International Limited in December 2003 as Deputy
Director of Jersey after 32 years of service. His
main activities prior to retirement included Product
Development, Corporate Finance, Trust and Oshore
Company Services and he was Head of Joint Venture
Fund Administration with Rawlinson & Hunter. Mr Spears
is an Associate of the Chartered Institute for Securities &
Investments. He has accumulated a well spread portfolio
of directorships centring on private equity, infrastructure
and corporate debt. His current appointments include
Chairman of Nordic Capital Limited and directorships of
a series of ICG plc sponsored funds and funds managed
by Kreos Fund Management. He is a resident of Jersey.
Heather Bestwick (Non-executive Director)
Heather Bestwick has been a financial services
professional for over 25 years, onshore in the City of
London and oshore in the Cayman Islands and Jersey.
She qualified as an English solicitor, specialising in ship
finance, with City firm Norton Rose, and worked in their
London and Greek oces for 8 years. Ms. Bestwick
subsequently practised and became a partner with
global oshore firm Walkers in the Cayman Islands,
and Managing Partner of the Jersey oce. Ms Bestwick
currently sits on the board of Rathbones Investment
Management International Limited, and was a non-executive
director of the Deutsche Bank company which managed
the dbX fund platform until the company was dissolved in
September 2024. She is a resident of Jersey.
Heather MacCallum (Non-executive Director)
Heather MacCallum retired from KPMG Channel Islands
in 2016 after serving as a partner in the financial services
practice for 15 years. During her tenure at the firm,
Heather covered a broad spectrum of financial services,
with a focus on providing audit and advisory services
to the investment management sector. Ms MacCallum
currently holds a number of non-executive positions
across listed and private funds, corporates and charities.
Ms MacCallum’s appointments currently include a Chair
position at Jersey Water (Jersey’s water utility company)
and non-executive directorships at Invesco Bond
Income Plus Limited (a listed fixed income fund) and
Laing O’Rourke Corporation Limited (a multi-national
construction group). She is a resident of Jersey.
Michael Gray (Non-executive Director)
Michael Gray was at The Royal Bank of Scotland for over
30 years, latterly as Managing Director (Corporate) of
RBS International, before retiring in 2015. During his 32
years at the firm Michael covered a broad spectrum of
financial services including corporate and commercial
banking, funds, trusts and real estate. Mr Gray currently
holds a number of non-executive positions across
private equity, infrastructure and fund management.
Michael’s appointments currently include non-executive
directorships of Triton Investment Management (a
Swedish private equity group), J-Star Jersey Company
Limited (a Japanese private equity group), Foresight
4 VCT plc (a listed venture capital fund) and JTC plc (a
FTSE 250 listed trust and corporate services company).
He is a resident of Jersey.
David Pirouet (Non-executive Director)
David Pirouet retired from PricewaterhouseCoopers
Channel Islands LLP in 2009 after being an Audit
and Assurance Partner for over 20 years. During his
29 years at the firm Mr Pirouet specialised in the
financial services sector, in particular in the alternative
investment management area and also led the business’s
Hedge Fund and business recovery practices for over
four years. Mr Pirouet currently holds a number of
non-executive positions across private equity,
infrastructure and corporate debt. Mr Pirouet was
previously a non-executive Director and Chair of the Audit
and Risk committee for GCP Infrastructure Investments
(FTSE 250 listed company) until he retired in February
2021. He is a resident of Jersey.
Biographies of the Directors
17
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Giles Brand
Giles Brand is a Partner and the founder of EPIC. He
is currently Non-executive Chairman of Whittard of
Chelsea and Luceco plc. Before joining EPIC, Giles was
a founding Director of EPIC Investment Partners, a fund
management business which at sale had US$5bn under
management. Prior to this, Giles worked in Mergers and
Acquisitions at Baring Brothers in Paris and London. Giles
read History at the University of Bristol.
Ian Williams
Ian Williams is a Managing Director of EPIC. He was
previously a Partner at Lyceum Capital Partners LLP,
responsible for deal origination and engagement, with
a primary focus on the business services and software
sectors, as well as financial services, education and health
sectors. Prior to Lyceum, Ian was a Director at Arbuthnot
Securities, involved in IPOs, secondary fund raisings
and M&A, focused on the support services, healthcare,
transport & IT sectors. Ian started his career at Hambros
Bank in the M&A team. Ian read Politics and Economics at
the University of Bristol.
Hiren Patel
Hiren Patel is a Partner of EPIC. He has worked in the
investment management industry for the past twenty
years. Before joining EPIC, Hiren was Finance Director
of EPIC Investment Partners. Prior to this, Hiren was
employed at Groupama Asset Management where he
was the Group Financial Controller.
Dan Murray
Dan Murray is a Managing Director of EPIC. He previously
worked in the Corporate Finance department of Peel
Hunt before joining EPIC. Dan currently works on EPIC’s
investment in David Phillips and has previously worked on
the acquisitions of Rayware, David Phillips and European
Capital, and the initial public oering of Luceco plc. Dan
has a Masters in Mathematics from Cambridge University.
Biographies of the Investment Advisor
18
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Investment Strate and
Portfolio Review
19
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
ESO portfolio asset:
Whittard of Chelsea
20
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
e Company aims to generate long-term returns on euity for its
shareholders by investing in a portfolio of private euity assets.
Deal
sourcing
Given its attractive fundamentals, the Investment
Advisor believes there is a strong case to invest in the
UK lower mid-market.
Proprietary deal sourcing is complemented by active
engagement within the wider corporate advisory
community to communicate the Company’s clearly
defined investment strategy.
Active
management
The portfolio is likely to be concentrated, numbering
between two and ten assets at any one time,
which allows EPIC to allocate the resource to form
genuinely engaged and supportive partnerships with
management teams.
This active approach facilitates the delivery of truly
transformational initiatives in underlying investments
during the period of ownership.
Investment
criteria
The Company aims to invest in businesses exhibiting
inter alia the following characteristics:
• Attractive entry pricing
• High quality management teams with established
track records
• Defensible competitive position
• Opportunity for strong revenue growth, either by
market expansion or increased market share
• Opportunity for strong cash generation
Investment Strate
21
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Size
The Company seeks to invest up to £30 million per
transaction. For investments larger than £30 million, the
Company may seek co-investment from third parties.
Sector
The Company will consider most sectors, but has
particular expertise in consumer, retail, financial services,
manufacturing and the wider services sector (including
education, healthcare and social housing).
Control
The Company aims to take controlling equity positions,
but may also consider minority stakes where the
investment case is compelling and shareholder
protections are robust.
Deal type
The Company targets growth, buyout, special situations
and private investment in public equities (“PIPE”)
investments. Given EPIC’s listed market experience,
the Company may also partner with outstanding
management teams on the listing and management
of special purpose acquisition vehicles. The Company
may occasionally invest in third-party funds.
Geography
The Company primarily seeks to invest in UK focused
assets as well as those with significant overseas
operations; for example, Luceco plc within the
currentportfolio.
Investment Criteria
22
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
The portfolio as at 31 January 2025 consists of one listed asset and five private
equity assets.
Luceco plc
Supplier of wiring accessories and LED lighting
Whittard of Chelsea
Speciality tea, coee and hot chocolate brand
Rayware
Wholesaler of six heritage British homeware brands
PharmacyU
Leading online pharmacy in the UK
Denzel’s
Premium dog snacks brand
David Phillips
Furniture provider to the UK property sector
Sector Diversification Instrument Diversification
n
Engineering,
Manufacturing
and Distribution
(45%)
n
Consumer,
Retail and
Healthcare
(43%)
n
Bank Deposits
(12%)
n
Equity
(76%)
n
Shareholder
Loans
(12%)
n
Bank Deposits
(12%)
Portfolio
23
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Leading supplier of LED lighting and electrical accessories
Key facts
Location: UK / China
Sector: Wiring Accessories
& LED
Type of deal: Buyout
Equity holding: 22%
Financial year: December
Latest sales: £240m (2024)
Description
Luceco plc is a manufacturer and distributor of electrical accessories and LED
lighting products to the UK and, increasingly, international markets. The business
is headquartered in the UK and has a Chinese manufacturing facility and several
international sales oces.
Background
Luceco plc is a manufacturer of wiring accessories, predominantly switches
and sockets, under the British General and Masterplug brands. Luceco also
supplies to the LED lighting market under the Luceco and Kingfisher brands. In
2007, the business established a Chinese manufacturing facility which has been
subsequently expanded twice. The facility has provided Luceco plc with supply
chain flexibility and margin eciencies. In October 2016, Luceco plc was admitted
to trading on the Main Market of the London Stock Exchange.
Recent developments
Luceco released a trading update for the year ended 31 December 2024,
announcing results ahead of market expectations. The group announced
sales in the region of £240 million, achieving organic growth of 5 per cent. on
the prior year on a constant currency basis. The business delivered strong Q4
trading, with impressive sales growth in the Residential RMI division as well as the
Residential EV Charger division, which delivered quarterly year-on-year growth
of circa 50%. The business expects to generate operating profit in the region of
£28.5– 29.0 million for the year. Luceco completed two acquisitions in the period,
acquiring D-Line, a supplier of cable management solutions, for £8.6 million
initial consideration and up to £3.8m million contingent consideration in March
2024, and CMD, a wiring accessories manufacturer for commercial premises,
for £30.0 million consideration in October 2024. The business’ balance sheet
remains robust with net debt of 1.7x LTM EBITDA as at 31 December 2024, within
the target range of 1.0-2.0x.
24
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Speciality tea, coee and hot chocolate brand
Key facts
Location: Oxfordshire
Sector: Consumer
Type of deal: Turnaround
Equity holding: 85%
Financial year: December
Latest sales: £50m (2024)
Description
Whittard of Chelsea (“Whittard”) is a British heritage brand supplying a range
of premium tea, coee and hot chocolate to a global consumer market. The
business operates an established omni-channel platform spanning retail (UK store
estate), e-commerce (UK site with global distribution), China (Tmall e-commerce
platform), wholesale and franchise.
Background
Founded by Walter Whittard in 1886, Whittard has accumulated over 135 years of
specialist expertise, establishing strong brand recognition and a loyal customer
base. Since the acquisition in 2008, EPIC and management have led the
successful turnaround of Whittard by restructuring its operations, developing a
scalable omni-channel platform and investing in the brand to establish a premium
positioning appropriate to the brand’s heritage.
Recent developments
Whittard of Chelsea delivered pleasing growth across its sales channels. The UK
retail store estate performed strongly, achieving 6% like for like sales growth and
opening new stores in Oxford Circus, Gatwick Airport and Victoria Station. Whittard
has continued to develop its international channels, with expansion in the US
market underpinned by new customers wins with key retailer accounts, including
Sam’s Club. The business has also continued to improve its customer proposition,
with a new customer loyalty programme launched in the period.
Outlook
Whittard’s strong brand and omni-channel platform is well positioned to take
advantage of international growth opportunities, supported by strategic market
openings, digital excellence and increased selling points. The business is expected
to continue to benefit from the return of domestic and international shoppers to UK
high-streets and sustained appetite for premium, British brands.
25
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Wholesaler of six heritage British homeware brands
Key facts
Location: Liverpool
Sector: Consumer
Type of deal: Buyout
Equity holding: 73%
Financial year: December
Latest sales: £30m (2024)
Description
The Rayware Group (“Rayware”) is a wholesaler of six heritage British homeware
brands, including the iconic Kilner and Mason Cash marques, as well as Viners,
Typhoon, Ravenhead and Price & Kensington. The business develops and
distributes a wide product range including jars, mixing bowls, cutlery, glassware
and tableware.
Background
The business was established in 1975 and has grown through acquisitions, building
a portfolio of heritage British homeware brands. In July 2021, ESO acquired a
majority interest in Rayware.
Recent developments
Rayware continued to face headwinds to trading performance, but has made
progress on the development of its overall channel strategy in the period. In August
2024 Rayware launched a new retail channel, with its first store opened in Swindon.
Rayware’s US channel achieved pleasing growth, securing new customer wins.
Rayware appointed a new CEO in May 2024, Jamie O’Brien, who brings to the
business over 20 years’ leadership experience in the branded consumer sector.
During the period, the Company, through its subsidiary ESO Investments 1 Limited,
invested £3.5 million to reduce Rayware’s senior debt and has a £1.0 million
contingent guarantee outstanding to third-party lenders as at 31 January 2025.
Outlook
Rayware continues to prioritise the execution of long-term value creation levers,
by investing in key areas such as international expansion and omnichannel growth.
In the near term, the business is reviewing opportunities to streamline operations
and improve profitability. Over the long-term, there is the opportunity for Rayware
to strengthen its position in the branded homeware market through targeted M&A.
26
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
The UK’s leading online pharmacy
Key facts
Location: West Yorkshire
Sector: Healthcare
Type of deal: Growth
Equity holding: 2%
Financial year: March
Latest sales: £258m (2024)
Description
Pharmacy2U is focussed on delivering repeat NHS prescriptions to patients in
the community. Repeat prescriptions comprise c.80 per cent. of the c.£10billion
NHS community prescription market. Pharmacy2U benefits from highly attractive
customer dynamics, with low churn rates following patient acquisition and
significant lifetime value. Pharmacy2U operates from facilities in Leeds and
Leicestershire which employ automated dispensing systems and have substantial
capacity to support growth.
Background
Pharmacy2U created the concept of online pharmacy and, in conjunction with
the NHS, helped to develop the Electronic Prescription Service technology. The
technology allows for prescriptions to be electronically signed by doctors and
medicines to be delivered direct to the home.
Recent developments
Pharmacy2U maintained strong organic growth during the period and accelerated
its underlying growth trajectory via acquisition. The integration of LloydsDirect
was approved by the CMA in March 2024, delivering material additional scale to
the platform and synergy opportunities. In April 2024, P2U expanded its oering
to include pet care, via the acquisition of The PharmaPet Co.
Outlook
Pharmacy2U remains focused on consolidating its position as the UK’s leading
online pharmacy, strengthened by the integration of strategic acquisitions.
27
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Healthy and sustainable premium dog snacks brand
Key facts
Location: London
Sector: Consumer
Type of deal: Growth
Equity holding: 17%
Financial year: January
Latest sales: £4m (2025)
Description
Founded in 2018, Denzel’s is a healthy and sustainable premium dog snacks
brand. Denzel’s products are made in the UK and Ireland using entirely natural
ingredients and 100% plastic-free eco-friendly packaging.
Denzel’s operates an omni-channel distribution strategy, underpinned by listings
in some of the UK’s leading retailers. Denzel’s e-commerce channel includes
its own website and subscription oering as well as listings on marketplaces. In
addition, Denzel’s products are available in a range of hospitality locations, notably
dog-friendly pubs and hotels across the UK. Denzel’s products are currently
stocked in over two thousand locations in the UK.
Background
In October 2022, ESO completed a £2.0 million investment in Denzel’s as lead
investor within a £3.0 million growth capital raise.
Recent developments
Denzel’s achieved top line growth, expanding their oering within key retailers
and securing new accounts. The business’ marketing activity has been supported
by new partnerships such as the collaboration with Battersea Dogs & Cats Home,
launched in June 2024.
Outlook
Denzel’s is focused on developing the brand by expanding its listings among new
and existing customers, while also enhancing digital and marketplace channels.
The business continues to improve its operational platform with the aim of
generating eciencies and supporting long-term growth.
28
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Leading furniture provider to the UK property sector
Key facts
Location: Nationwide
Sector: Property Services
Type of deal: Turnaround / Growth
Equity holding: 34%
Financial year: March
Latest sales: £47m (2024)
Description
David Phillips provides furniture and furnishing services to the UK property sector,
supplying owners, managers, agents and developers in the residential, build-to-
rent, student accommodation and social housing sectors.
Background
The business was established in 1999 as a London-focused furniture supplier
and has since expanded through acquisitions, increasing its geographic reach
and product oering to become a market leader.
Recent developments
David Phillips continues to experience profitability headwinds but enters the year
with an encouraging pipeline. In July 2024, Ben Munn joined the business as CEO,
with over 25 years of experience in the real estate sector. In January 2025, the
Company, through its subsidiary ESO Investments 1 Limited, invested £0.7 million
to support the business.
Outlook
David Phillips is focused on generating sustained growth, led by its build-to-rent
and project-based divisions. Top-line growth is supported by a well-established
pipeline, which, along with careful cost management, will enhance profitability.
Over the long-term, significant growth opportunities have been identified
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
29
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
ESO Portfolio Asset:
Luceco
Governance
Report
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
29
30
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Audit and Risk Committee Report
The Audit and Risk Committee is chaired by David
Pirouet and comprises all other Directors. Mr Pirouet was
appointed as Chairman of the Committee on 28 June
2019.
The Audit and Risk Committee’s main duties are:
• To review and monitor the integrity of the interim
and annual financial statements, interim statements,
announcements and matters relating to accounting
policy, laws and regulations of the Company;
• To evaluate the risks to the quality and eectiveness
of the financial reporting process;
• To review the eectiveness and robustness of the
internal control systems and the risk management
policies and procedures of the Company;
• To review the valuation of portfolio investments;
• To review corporate governance compliance,
including the Company’s compliance with the
QCA Corporate Governance Code and Disclosure
Guidance and Transparency Rules (“DTR”) reporting
requirements;
• To review the nature and scope of the work to be
performed by the Auditors, and their independence
and objectivity; and
• To make recommendations to the Board as to the
appointment and remuneration of the external
auditors.
The Audit and Risk Committee has a calendar which sets
out its work programme for the year to ensure it covers all
areas within its remit appropriately. It met four times during
the period under review to carry out its responsibilities
and senior representatives of the Investment Advisor
attended the meetings as required by the Audit and Risk
Committee. In between meetings, the Audit and Risk
Committee chairman maintains ongoing dialogue with
the Investment Advisor and the lead audit partner via
regular calls and physical meetings.
During the past year the Audit and Risk Committee
carried out an ongoing review of its own eectiveness.
These concluded that the Audit and Risk Committee
is satisfactorily fulfilling its terms of reference and is
operating eectively. In addition, the Audit and Risk
Committee undertook a review of the Company’s
corporate governance and compliance with the QCA
Corporate Governance Code and DTR reporting
requirements.
Signicant accounting matters
The primary risk considered by the Audit and Risk
Committee during the period under review in relation to
the financial statements of the Company is the valuation
of unquoted private equity investments (including debt).
The Company’s accounting policy for valuing investments
is set out in notes 3 and 12. The Audit and Risk Committee
examined and challenged the valuations prepared by
the Investment Advisor, taking into account the latest
available information on the Company’s investments and
the Investment Advisor’s knowledge of the underlying
portfolio companies through their ongoing monitoring.
The Audit and Risk Committee satisfied itself that the
valuation of investments had been carried out consistently
with prior accounting periods, or that any change in
valuation basis was appropriate, and was conducted in
accordance with published industry guidelines and IFRS
Accounting Standards.
The Auditors explained the results of their review of the
procedures undertaken by the Investment Advisor in
preparation of valuation recommendations for the Audit
and Risk Committee. On the basis of their audit work, no
material adjustments were identified by the Auditor.
External audit
The Audit and Risk Committee reviewed the audit plan and
fees presented by the auditors, PricewaterhouseCoopers
CI LLP (“PwC”), and considered their report on the
financial statements. The fee for the audit of the annual
report and financial statements of the Company (and
subsidiaries) for the year ended 31 January 2025 is
£79,200 (2024:£81,200).
The Audit and Risk Committee reviews the scope
and nature of all proposed non-audit services before
engagement, with a view to ensuring that none of these
services have the potential to impair or appear to impair
the independence of their audit role. The Audit and
Risk Committee receives an annual assurance from the
auditors that their independence is not compromised by
the provision of such services, if applicable. During the
period under review, the auditors provided non-audit
services to the Company in relation to the Interim Review
representing total fees of £24,600 (2024: £26,350).
31
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
On 22 April 2022, PwC were appointed as auditors to the
Company from the 31 July 2023 Interim review and the
31 January 2023 audit. The Audit and Risk Committee
regularly considers matters relating to audit quality,
auditor rotation requirements, fees and independence,
alongside matters raised during each audit.
PwC, being eligible, have expressed their willingness to
continue in oce for the current financial year.
Other service providers
The Board will review the performance and services
oered by Langham Hall, as administrator and EPIC
Administration as financial administrator on an ongoing
basis. KPMG completed the triennial agreed upon
procedures review for the year ended 31January 2024 for
the procedures as documented by EPIC Administration.
Risk management and internal control
The Company does not have an internal audit function.
The Audit and Risk Committee believes this is appropriate
as all of the Company’s operational functions are
delegated to third-party service providers who have their
own internal control and risk monitoring arrangements. A
report on these arrangements is prepared by each third-
party service provider and submitted to the Audit and
Risk Committee which it reviews on behalf of the Board
to support the Directors’ responsibility for overall internal
control. The Company does not have a whistleblowing
policy and procedure in place. The Company delegates
this function to the Investment Advisor who is regulated
by the FCA and has such policies in place. The Audit and
Risk Committee has been informed by the Investment
Advisor that these policies meet the industry standard
and no whistleblowing took place during the year.
David Pirouet
Chairman of the Audit and Risk Committee
25 March 2025
32
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Corporate Governance Statement
The Board of EPE Special Opportunities is pleased to
update shareholders of the Company’s compliance
with the 2023 Quoted Companies Alliance Corporate
Governance Code (the “QCA Code”).
The Company is committed to the highest standards of
corporate governance, ethical practices and regulatory
compliance. The Board believe that these standards
are vital to generate long-term, sustainable value for
the Company’s shareholders. In particular the Board is
concerned that the Company is governed in a manner to
allow ecient and eective decision making, with robust
risk management procedures.
As an investment vehicle, the Company is reliant upon
its service providers for many of its operations. The
Board maintains ongoing and rigorous review of these
providers. Specifically the Board reviews the governance
and compliance of these entities to ensure they meet the
high standards of the Company.
The Board is dedicated to upholding these high standards
and will look to strengthen the Company’s governance
on an ongoing basis.
The Company’s compliance with the QCA Code is
included in this report and on the Company’s website
(www.epespecialopportunities.com). The Board deems
the QCA Code sucient and any additional listing rules
and DTR disclosures are covered in this Corporate
Governance report. The Company will provide annual
updates on changes to compliance with the QCA Code.
The Quoted Companies Alliance announced that the 2023
QCA Code will apply to accounting periods commencing
on or after 1 April 2024. The Company has chosen to early
adopt the requirements of the revised code.
The FCA updated the UK Listing Rules in July 2024. The
key changes include creating a single segment for listed
equity securities, replacing the current premium and
standard distinctions and placing revised obligations on
non-equity shares and non-voting equity shares issuers,
formerly standard listed issuers. The Board has assessed
the impact of these changes on the Company, and
confirmed that there has not been a material change to
the obligations of the Company.
The Board has reviewed the analysis below and confirms
in its view that the Company has complied with the
applicable requirements of the 2023 QCA Code.
Clive Spears
Chairman
25 March 2025
e  QCA Code
QCA Code Application Explanation of the Company’s Compliance
1. Establish a purpose, strategy and business model which promote long‑term value for shareholders
The board must be able to express a shared view of the
company’s purpose, business model and strategy.
A company’s purpose is its essential reason for being.
The business model and strategy should fall out of this.
A board should be able to explain, beyond a simple
description of products and corporate structures, how
the company intends to deliver shareholder value in the
medium to long-term.
In explaining the strategy, the board should have specific
long-term objectives against which it can determine if
the company is succeeding and in so doing delivering
on its purpose.
The board should demonstrate that the delivery of long-
term growth is underpinned by a clear set of values
aimed at protecting the company from unnecessary risk
and securing its long-term future.
The annual and interim reports detail the Company’s purpose,
investment strategy, long-term objectives, historic performance
and future outlook.
These reports discuss challenges faced by the Company and the
portfolio and how these are mitigated.
Key performance indicators (“KPIs”) are included in these reports
to quantify the Company’s performance against long-term
objectives and delivery of shareholder value.
The Company provides updates to shareholders on significant
changes in the Company’s or the portfolio’s position or prospects
through ad hoc announcements, as required.
The Investment Advisor defines and executes long term valuation
creation plans to develop the Company’s portfolio assets. The
Board and the Investment Advisor closely monitor progress against
these value creation plans and continue to refine these plans
through the investment period to reflect changing circumstances.
33
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
2. Promote a corporate culture that is based on ethical values and behaviours
The board should embody and promote a corporate
culture that is based on sound ethical values and
behaviours and which is supportive of the delivery
of the company’s established purpose, strategy and
businessmodel.
The desired culture should be reflected in the actions
and decisions of the board and executive management
team. Corporate values should guide the objectives and
strategy of the company.
The culture should be visible throughout the company’s
operations, including recruitment, nominations, training
and engagement. The performance and reward system
throughout the company should reflect and reinforce
the maintenance of this culture.
The corporate culture should be recognisable
throughout the disclosures in the annual report, website
and any other communications by the company, both
internal and external.
The Company seeks to invest capital in line with the Company’s
established purpose and strategy and in a responsible and ethical
manner, generating benefit to shareholders, its portfolio companies
and the wider economy.
The Company, as a vehicle for holding investments, has no
employees and limited capacity to eect changes in culture in
companies it is aliated with. That said, the Board seeks that the
portfolio companies, in which the Company has an interest, act in
an ethical manner and with consideration to the wider community.
The Board ensures that all portfolio companies have policies in
place to comply with applicable governance laws and regulations,
such as anti-bribery and modern day slavery. The Board has a zero
tolerance approach to breaches of these laws and regulations.
The Board promotes ethical behaviour throughout the portfolio,
through direction to the Company’s Investment Advisor, who seek
to ensure the ethical management and operation of the portfolio.
No diversity policy has been applied by the Company as it qualifies
as a medium company in accordance with DTR 7.2.8 B and DTR
1B.1.7R. Diversity targets and data are not disclosed in the annual
report, given that the requirements of UK Listing Rules 16.3.29R do
not apply to main market listings of non-equity shares.
3. Seek to understand and meet shareholder needs and expectations
Directors must develop a good understanding of the
needs and expectations of all elements of the company’s
shareholder base.
Where not already required, companies with a controlling
shareholder (for example, an investor controlling
30% or more of the votes able to be cast at a general
meeting of the company) should consider putting in
place arrangements to protect minority shareholders
which may include a relationship agreement or other
measures.
The board should ensure proactive engagement with
shareholders on governance matters. This should
be led by the chair or, where appropriate, the Senior
Independent Director. Other directors, such as the
chairs of the board’s sub-committees, should also make
themselves available for engagement with shareholders.
The Board must manage shareholders’ expectations
and should seek to understand the motivations behind
shareholder voting decisions.
The Board seeks to develop a strong and ongoing understanding
with the Company’s shareholders.
The Board is available to respond to or address any queries or
concerns raised by shareholders. Such concerns should be
raised via the Company’s Investment Advisor or the Company’s
Administrator, as appropriate.
The Company’s annual and interim reports, regulatory
announcements and website state the details of points of contact
at the Investment Advisor, Administrator and Nominated Advisor
(“Nomad”). Throughout the year the Company’s Investment Advisor
and Nomad meet with key shareholders to keep them informed of
the Company’s progress. Both these advisors report to the Board
on these interactions regularly.
The Company holds general meetings of its shareholders on an
annual basis, where the annual report is presented to shareholders
for their approval. Shareholders are invited to submit questions
and comments for discussion at the meeting. The Board attends
these meetings and is available to respond to or address any
queries or concerns raised by attendees.
The Company has a single shareholder with a greater than 30%
holding in the Company, Giles Brand, the Managing Partner
of the Investment Advisor. The Company is governed by an
independent Board of Directors and does not consider additional
minority protection arrangements to be required. Giles Brand
and the Investment Advisor are engaged under the investment
advisory agreement between EPIC Investment Partners LLP and
the Company. Giles Brand is present at the Company’s board
meetings, as a representative of the Investment Advisor.
34
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
4. Take into account wider stakeholder interests, including social and environmental responsibilities and their
implications for long‑term success
Long-term success relies upon good relations with a
range of dierent stakeholder groups.
The board should periodically identify the company’s
key stakeholders – for example, suppliers, customers,
employees, communities, regulators, or others. The
board should understand their needs, interests and
expectations.
Feedback is an essential part of all control mechanisms.
Systems need to be in place to solicit, consider and act
on feedback from all stakeholders.
The company should devote particular attention to
its workforce and ensure that its practices towards its
employees (direct and indirect) are consistent with the
company’s values. Arrangements should be in place to
enable employees to raise concerns in confidence and
processes to ensure that such matters are considered
and where appropriate actions are taken.
The governance and appropriate oversight of a
company’s approach towards relevant environmental
and social issues is a responsibility of the board. Matters
that relate to the company’s impact on society, the
communities within which it operates, or the environment
– including those relating to or stemming from climate
change – have the potential to aect the company’s
ability to deliver shareholder value over the medium to
long-term. These matters must be integrated into the
company’s strategy, risk management and business
model. The QCA Practical Guide to ESG can assist
companies in this regard.
The Company seeks to invest capital in a responsible manner,
generating benefit to shareholders, its portfolio companies and
the wider economy.
The Company, primarily through its Investment Advisor, engages
in ongoing communication with all its stakeholders, in particular
its shareholders. The Company holds general meetings of its
shareholders on an annual basis, to which shareholders are invited
to submit questions and comments for discussion at the meeting.
The Board attends these meetings and is available to respond to
or address any queries or concerns raised by attendees.
The Company has no direct employees.
The Board seeks to ensure that the portfolio companies, in
which the Company has an interest, act in a responsible manner
with consideration to their various stakeholders as well as their
environmental and social impact.
The Company’s Investment Advisor, in its capacity as manager
of these portfolio assets, provides feedback to the Board on their
performance and interactions with the wider community.
The Board gives consideration to steps which might be taken
to enhance the impact the Company’s investments might have
on the wider economy, environment and society within the
Company’s strategic objectives. The Board makes specific enquiry
of the Investment Advisor where relevant to the activities of these
portfolio assets.
5. Embed eective risk management, internal controls and assurance activities, considering both opportunities and
threats, throughout the organisation
The board needs to ensure that the company’s risk
management framework identifies and addresses all
relevant risks in order to execute and deliver on its stated
purpose and strategy. Companies need to consider not
only the enterprise view but also their extended business,
including the company’s entire supply chain, other
material third-parties (including suppliers of outsourced
services) and any reliance on strategic partners.
Setting strategy includes determining the extent of
exposure to the identified risks that the company is able to
bear and willing to take (risk tolerance and risk appetite).
The company should ensure that a balanced view of
risk is achieved, and, as well as threats should consider
opportunities and the potential for valuecreation.
The Board maintains a robust risk management framework, which
is reviewed and challenged on an ongoing basis.
The Board has established an Audit and Risk Committee to advise
the Board on the Company’s risk management approach and
overall risk profile. The Audit and Risk Committee meets at least
twice a year and undertakes periodic business risk assessments.
The key risks categories for the Company are portfolio performance
and operational performance.
In relation to the risks associated with the portfolio’s performance,
the Company’s Investment Advisor manages the portfolio.
The Investment Advisor defines and executes long term valuation
creation plans to develop the Company’s portfolio assets. The
Board and the Investment Advisor closely monitor progress against
these value creation plans and continue to refine these plans
through the investment period to reflect changing circumstances.
Corporate Governance Statement
(continued)
35
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
5. Embed eective risk management, internal controls and assurance activities, considering both opportunities and
threats, throughout the organisation (continued)
The board should ensure that all potential risks are
considered, on a proportionate and material basis,
including those relating to climate change.
The board should review and consider whether the
company’s enterprise-wide internal controls are
suciently robust to manage the identified risks
adequately.
To achieve eective risk management, the board, and
in particular the audit committee, must ensure that
there are appropriate assurance activities in operation.
This may be based on access to internal resources, or
particularly in specialist or technical areas, the utilisation
of external experts.
It is important to ensure that the company auditor is and
is seen to be suciently independent of management.
Further information is set out in the QCA Audit Committee
Guide.
The performance and capabilities of the Investment Advisor are
reviewed on an ongoing basis and in particular, via an annual site
visit by the Board to the Investment Advisor. Further, the Board
receives updates on the portfolio on a quarterly basis (and on an
ad hoc basis, as required) and challenges the Investment Advisor,
as appropriate. The portfolio is relatively concentrated with a
target size of 2-10 assets. The Investment Advisor manages and
reports on strategies and opportunities for value creation as part
of their portfolio monitoring responsibilities.
The Board and the Investment Advisor considers climate change
related risks as part of the review and approval process for new
investments and the ongoing monitoring of portfolio companies.
Concerns are to be raised within the portfolio updates provided by
the Investment Advisor to the Board.
In relation to risks associated with the Company’s operational
performance, the Company has no direct employees or
operations, and has instead delegated its operations to certain
service providers, in particular the Company’s Investment Advisor,
Nomad, Administrator and Financial Administrator. The Company
reviews the performance of these key suppliers on an annual basis
with site visits and in-person meetings with all key advisors.
In relation to the financial reporting process :
• The Company receives an independent agreed upon
procedures compliance report on a three year cycle (and when
procedures are significantly amended) regarding the Financial
Administrator.
• The Audit and Risk Committee monitors the reporting process
and reviews and submits recommendations to the Board
regarding the financial statements.
• The Audit and Risk Committee reviews the assessments of
going concern, longer-term prospects and viability.
• The Audit and Risk Committee considers proposed changes to
accounting policy.
• The Audit and Risk Committee reviews and receives confirmation
of the independence of the Company’s auditor.
The Subsidiary investment holding vehicles have their own Boards
and governance structures in place. The Subsidiary Boards’ review
and approve the direct investments. The Subsidiary investment
holding vehicles are not consolidated in the group’s financial
statements in accordance with IFRS 10. The internal control and
risk management systems in relation to the financial reporting
process for the subsidiaries are in line with the controls followed
by the Company.
36
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
5. Embed eective risk management, internal controls and assurance activities, considering both opportunities and
threats, throughout the organisation (continued)
The Company also controls an employee benefit trust (“EBT”)
established to operate the jointly owned share plan and share
based payment scheme for the Company’s Directors and certain
employees of the Investment Advisor. The EBT subsidiary’s
financial statements are consolidated in the financial statements
as presented in this Report and Accounts. The EBT subsidiary has
its own Trustees and they act independently to the Company. The
financial reporting process and controls of the EBT subsidiary are
in line with the Company. The Board considers the EBT subsidiary a
non-material component to the consolidated financial statements.
The Audit and Risk Committee ensures that all service providers
remain compliant with relevant regulations and remain suitable to
provide their contracted services.
6. Establish and maintain the board as a well‑functioning, balanced team led by the chair
The board members have a collective responsibility and
legal obligation to promote the interests of the company,
and are collectively responsible for defining corporate
governance arrangements. The board should not be
dominated by one person or a group of people, and each
director must be able to commit the time necessary to
fulfil their role. Ultimate responsibility for the quality and
eectiveness of the board lies with thechair.
Shareholders should be given the opportunity to vote
annually on the (re-) election of all individual directors
to the board.
In order to uphold the quality of board independence, the
board should be comprised of an appropriate balance
between executive and non-executive directors. The
independent non-executive directors should comprise
at least half of the board. The chair, if independent upon
appointment and still considered independent, can be
included in this calculation. However, as a minimum
there should be at least two non-executive directors
whom the board considers to be independent.
Key committees, in particular the audit committee and
remuneration committee, should comprise at least a
majority of independent NEDs and ideally aim for full
independence. The company should consider whether
it is appropriate to have a senior independent director.
Boards should be sensitive to both real and perceived
impediments to independence. Consideration
should be given to those factors which may impede
independence which include (but are not limited to):
length of board tenure; size of shareholding; prior and/
or current commercial or contractual relationships
with the company; prior and/or current commercial
or contractual relationships with executive directors;
and significant incentive pay arrangements beyond a
director’s fee.
All members of the Board are considered to be of independent
thought and are non-executive directors. In particular, the Board
feel that they are suciently independent of the Investment Advisor
and that they suciently challenge the advice received from the
Investment Advisor.
The annual and interim reports, and Company website include
biographies of the directors which outline the experience and skills
of each director.
The Board reviews the experience and skills of the Board, as a
collective, on an annual basis, along with the ecacy of the
Board’s operations. The Board gives consideration to the diversity
of its members to ensure that they have the requisite knowledge
and skillset to oversee the execution of the Company’s strategy.
Some Board members have long periods of service. The Board
believe that the experience and familiarity with the Company is
to the benefit of the Company, its portfolio, its shareholders and
objectives. The investment period of portfolio assets matches the
long period of service held by certain Board members, providing
deep knowledge of the Company’s investment portfolio.
Historically, an individual Board member has voluntarily sought
re-election by shareholder vote, on an annual rotational basis. In
order to bring its policies in to line with the updated governance
code, all directors will seek re-election on an annual basis at
future annual general meetings.
The Board has established the following committee to advise on
the Board’s responsibilities:
• Audit and Risk Committee
All directors are members of this committee.
The Board does not consider that the establishment of either a
Remuneration Committee or a Nomination Committee would be
appropriate for an investment company of the Company’s current size.
The Board meets at least four times a year to review the Company’s
performance and operations. All directors attended the majority of the
routine meetings convened in the last twelve months.
Corporate Governance Statement
(continued)
37
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
6. Establish and maintain the board as a well‑functioning, balanced team led by the chair (continued)
Since independence can be easily compromised,
NEDs should rarely participate in performance-related
remuneration schemes or have a significant interest in
a company share option scheme. Where performance-
related remuneration is considered beneficial, it should
be proportionate, and shareholders should be consulted
before proceeding.
The board should reflect on its own levels of diversity.
Of most importance is ensuring the board possesses
the necessary knowledge and skillset – while avoiding
groupthink. Consideration should be given to factors
such as socio-economic backgrounds, nationality,
educational attainment, gender, ethnicity and age.
Boards should assess how their collective and individual
perspectives add to board discussions and ensure
there is suciently wide-ranging and business relevant
input, to deliver the best decision-making process in the
context of the company’s business model, geographic
footprint and forward-looking strategy. This assessment
should feed into ongoing succession planning for
theboard.
The Board may convene additional meetings, as required to
address investment opportunities and other matters arising. Where
directors are not able to attend (often given the short notice),
directors typically communicate their input on the subject matter
under discussion to the rest of the Board ahead of time such that it
may be incorporated in the Board meeting’s deliberations.
The Audit and Risk Committee meets at least twice a year.
The Chairman of the Audit and Risk Committee meets with the
Company’s auditors at least three times a year.
The time commitment required of directors varies dependent
upon the activity level of the Company. It is anticipated that 8-12
days per annum are required of directors for the attendance of
routine meetings of the Board. In addition it is anticipated that
4-10 days per annum are required for the participation in other
mattersarising.
The directors of the Company participate in a share-based
remuneration scheme. Participation in this scheme requires
the purchase by directors of shares in the Company. The Board
considers that this scheme is appropriate as equity participation
in the Company is important for fostering alignment with
shareholders. The scheme has caps on director participation and
has been approved by a general meeting of shareholders.
7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the
necessary up‑to‑date experience, skills and capabilities
The company should maintain governance structures
and processes in line with its desired corporate culture
and appropriate to its:
• Size and complexity; and
• Capacity, appetite and tolerance for risk.
The governance structures, processes and policies
should evolve over time in parallel with its size, strategy
and business model to reflect its maturity and stage of
development.
The board should be supported by committees –
typically at least an audit, remuneration and nomination
committee – that also have the necessary skills and
knowledge to discharge their duties and responsibilities
eectively.
The board should ensure that it has the necessary skills
and experience to fulfil its governance responsibilities,
including among other things with respect to cyber
security, emerging technologies, and relevant
sustainability matters such as climate change. The board
should consider any need to establish further dedicated
sub-committees and, where appropriate, seek input
from external advisers on such matters.
The roles and responsibilities of the directors are detailed in the
Governance Report in the annual and interim reports.
A summary of the role and responsibilities of the chairman of the
Board is included on the Company’s website.
All significant matters related to the operation of the Company are
reserved to the Board, in particular given the Company does not
have an executive function.
The Audit and Risk committee of the Board has been established
to advise the Board on certain matters.
A summary of the terms of reference of the Board and the
committee of the Board is included on the Company’s website.
The experience and skills of the directors are detailed in their
biographies included on the website and in the annual and
interim reports. The Board includes individuals with extensive
experience across the private equity sector.
The Board reviews the experience and skills of the Board, as a
collective, on an annual basis, along with the ecacy of the
Board’s operations. Any deficiencies identified by these exercises
are mitigated, where possible, by development of individual
directors or recruitment of directors, when necessary.
Each director is responsible for the maintenance of their skills. All
directors hold other complementary directorships and are active
participants in the investment management community.
38
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the
necessary up‑to‑date experience, skills and capabilities (continued)
All directors should continually update their skills
and knowledge. As the company and the external
environment evolves, the mix of skills and experience
required on the board will change. The board should
consider its training and development needs in this
context, plan ahead and structure such provision
accordingly.
The board (and any committees) should be provided
with high quality information in a timely manner to
facilitate proper assessment of the matters requiring a
decision or insight. The board should consider this and
the design and implementation of its decision-making
processes to ensure they are eective.
By way of example, certain Jersey-based directors are required,
given their directorships and under local regulations, to complete
a certain amount of Continuing Professional Development (“CPD”)
each year.
The Board has established the following committees to advise on
the Board’s responsibilities:
• Audit and Risk Committee
All directors are members of this committee.
The Board does not consider that the establishment of either a
Remuneration Committee or a Nomination Committee would
be appropriate for an investment company of the Company’s
currentsize.
The Board receives investment advice from its Investment Advisor
on an ongoing basis. The Board receives compliance advice from
the Nomad on an ongoing basis. The Board seeks legal advice
where appropriate and for all significant corporate actions and
legal agreements.
The Company’s secretary and Administrator provide compliance
advice, as relevant.
The Company’s advisors are detailed on the Company’s website
and in the annual and interim reports.
Michael Gray is the senior independent director of the Company.
8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The board should regularly review the eectiveness of
its performance as a unit, as well as that of its committees
and the individual directors.
The board performance review should be carried
out on an annual basis and include opportunities for
improvement with respect to the performance of the
chair, and the operation of the board and its committees.
The review should identify development or mentoring
needs of individual directors and/or the wider senior
management team.
The annual review can be carried out internally and
should, ideally, be supplemented periodically by an
external independent third-party review.
It is healthy for membership of the board to be
periodically refreshed. No member of the board should
become indispensable.
The Board reviews the experience and skills of the Board, as a
collective, on an annual basis, along with the ecacy of the Board’s
operations. Any deficiencies identified by these exercises are mitigated,
where possible, by development of individual directors or recruitment
of directors, when necessary.
This review is conducted by an anonymised questionnaire completed
by directors, with results collated by the Company’s Administrator.
The matrix of skills and experience against which the Board reviews
itself is broad and reflects the Company’s strategy and long-term
objectives. The Board does not consider that an external independent
third-party review would be appropriate for an investment company
of the Company’s current size. The directors collectively review the
succession plan for the Board on an annual basis, with recruitment
of directors, when necessary, aligned to the skill reviews performed
by the Board.
Corporate Governance Statement
(continued)
39
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement (continued)
Succession planning for both the executives and
non-executives is a vital task for boards. This should
extend to contingency planning for the absence of key
sta. There should be a robust process for the orderly
appointment of new directors to the board and senior
management positions. Consideration should be given
to establishing a nomination committee to help with the
process and ensure a diverse pipeline – both internally
and externally – for succession. The skills, experience,
capabilities and background required for directors
and senior management to support the next stage of
the company’s development should be identified and
factored into succession planning.
Some Board members have long periods of service. The Board
believe that the experience and familiarity with the Company is
to the benefit of the Company, its portfolio, its shareholders and
objectives. The investment period of portfolio assets matches the
long period of service held by certain Board members, providing
deep knowledge of the Company’s investment portfolio.
9. Establish a remuneration policy which is supportive of long‑term value creation and the company’s purpose, strategy
and culture
It is the board’s responsibility to establish an eective
remuneration policy which is aligned with the company’s
purpose, strategy and culture, as well as its stage of
development.
A remuneration policy should motivate management
and promote the long-term growth of shareholder
value. Remuneration practices across the company, in
particular for senior management, should support and
reinforce the desired corporate culture and promote the
right behaviours and decisions.
Pay structures for senior management should be simple
and easy for participants to understand and foster
alignment with shareholders through the building and
holding of a meaningful shareholding in the company.
The remuneration committee should, as necessary,
consult with other board committees in order to
set appropriate incentive targets and to appraise
performance in respect of those targets.
The annual remuneration report should be put to an
advisory shareholder vote. Where not mandated to be put
to a binding vote, remuneration policies should at least
be put to an advisory vote. Larger companies may wish
to follow best practice and put their remuneration policy
to a binding shareholder vote. Given the significance
and dilutive impact of such plans, new (or significant
amendments to existing) share schemes or long-term
incentive plans should be put to a shareholdervote.
The Board does not consider that the establishment of a
Remuneration Committee would be appropriate for an investment
company of the Company’s current size.
The annual report includes a remuneration report.
The directors of the Company participate in a share-based
remuneration scheme. Participation in this scheme requires
the purchase by directors of shares in the Company. The Board
considers that this scheme is appropriate as equity participation
in the Company is important for fostering alignment with
shareholders. The scheme has caps on director participation and
has been approved by a general meeting of shareholders.
40
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
QCA Code Application Explanation of the Company’s Compliance
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other
key stakeholders
A healthy dialogue should exist between the board
and all of its key stakeholders, including shareholders,
to enable all interested parties to come to informed
decisions about the company. Board members, in
particular the chair, should be proactive in their eort.
In particular, appropriate communication and reporting
structures should exist between the board and all
constituent parts of its shareholder base and other key
stakeholders. This will assist:
• the communication of shareholders’ and other key
stakeholders’ views to the board; and
• the shareholders’ and other key stakeholders’
understanding of the unique circumstances and
constraints faced by the company.
Boards should ensure that corporate disclosures, in
particular through annual reporting, are appropriate to
satisfy the reporting needs of investors, including, but
not limited to, sustainability matters. The QCA’s Practical
Guide to ESG may be a useful resource to consider.
It should be clear where these communication practices
are described (annual report or website).
The annual report includes the following details:
• The work of the Board during the period of review – please see
the Chairman’s Statement; and
• The work of the Audit and Risk Committee – please see the
Governance Report.
The annual report includes a remuneration report.
Announcements regarding developments at the Company are
disclosed on an ongoing basis via the Regulatory New Service
(“RNS”).
The Company holds general meetings of its shareholders on an
annual basis, to which shareholders are invited to submit questions
and comments for discussion at the meeting. The notices of
general meetings are contained on the Company’s website (last
five years).
The outcomes of all votes of shareholders are disclosed
shortly afterwards via announcement to the market. These
announcements are retained on the Company’s website.
Historic interim and annual reports are contained on the
Company’s website (last five years).
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Corporate Governance Statement
(continued)
41
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Financial
Statements
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
42
43
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Contents
Report of the Directors 44
Director’s Remuneration Report 48
Statement of Directors’ Responsibilities 49
Independent Auditors’ Report 51
Consolidated Statement of Comprehensive Income 57
Consolidated Statement of Assets and Liabilities 58
Consolidated Statement of Changes in Equity 59
Consolidated Statement of Cash Flows 60
Notes to the Consolidated Financial Statements 61
Alternative Performance Measures 88
Unaudited schedule of shareholders holding over 3% of issued shares 91
Company Information 93
44
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Report of the Directors
Principal activity and incorporation
EPE Special Opportunities Limited (the “Company”) was incorporated in the Isle of Man as a company limited by shares
under the Laws with registered number 108834C on 25 July 2003. On 23 July 2012, the Company re-registered under
the Isle of Man Companies Act 2006, with registration number 008597V. On 11 September 2018, the Company re-
registered under the Bermuda Companies Act 1981, with registration number 53954. The Company’s ordinary shares
are quoted on AIM, a market operated by the London Stock Exchange, and the Growth Market of the Aquis Stock
Exchange (formerly the NEX Exchange). The Company’s Zero Dividend Preference Shares are admitted to trade on
the London Stock Exchange (non-equity shares and non-voting equity shares, formerly standard listing (shares)). The
Company’s Unsecured Loan Notes (“ULN”) are quoted on the Growth Market of the Aquis Stock Exchange.
The principal activity of the Company and its subsidiaries holding vehicles (together the “Subsidiaries”) is to provide
long-term return on equity for its shareholders by investing between £2m and £30m in small and medium sized
companies. The Company targets growth capital and buy-out opportunities, special situations and distressed
transactions, deploying capital where it believes the potential for shareholder value creation to be compelling.
The Company has the flexibility to invest in public as well as private companies and is also able to invest in Special
Purpose Acquisition Companies (“SPACs”) and third-party funds. The Company will consider most industry sectors
including business services, consumer and retail, financial services and the industrials sector. The portfolio is likely to
be concentrated, numbering between two and ten assets at any one time, which allows the Company to allocate the
necessary resource to form genuinely engaged and supportive partnerships with management teams. This active
approach facilitates the delivery of truly transformational initiatives in underlying investments during the Company’s
period of ownership.
The Subsidiary investment holding vehicles are not consolidated in the group’s financial statements in accordance
with IFRS 10. The Company also controls an employee benefit trust (“EBT”) established to operate the jointly owned
share plan and share based payment scheme for the Company’s Directors and certain employees of the Investment
Advisor. The financial statements presented in this Report and Accounts are the consolidated financial statements of
the Company and the EBT subsidiary. The Company and the EBT subsidiary are collectively referred to as the “Group”
hereinafter.
Registered oce
The Company’s registered oce is:
Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
Place of business
The Company operated out of and was controlled from:
Gaspe House, 66-72 Esplanade, St Helier, Jersey, Channel Islands, JE1 2LH.
Results of the nancial year
Results for the year are set out in the Consolidated Statement of Comprehensive Income and in the Consolidated
Statement of Changes in Equity.
Dividends
The Board does not recommend a dividend in relation to the current year (2024: nil) (see note 10 for further details).
45
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Corporate governance principles
The Directors, place a high degree of importance on ensuring that the Company maintains high standards of Corporate
Governance and have therefore adopted the Quoted Companies Alliance 2023 Corporate Governance Code (the
“QCA Code”).
The Board holds at least four meetings annually and has established an Audit and Risk Committee. The Board does
not intend to establish remuneration and nomination committees given the current composition of the Board and the
nature of the Company’s operations. The Board reviews annually the remuneration of the Directors and agrees on the
level of Directors’ fees.
Composition of the Board
The Board currently comprises five non-executive directors, all of whom are independent. Clive Spears is Chairman of
the Board, David Pirouet is Chairman of the Audit and Risk Committee.
Audit and Risk Committee
The Audit and Risk Committee comprises David Pirouet (Chairman of the Committee) and all other Directors. The Audit
and Risk Committee provides a forum through which the Company’s external auditors report to the Board.
The Audit and Risk Committee meets twice a year, at a minimum, and is responsible for considering the appointment
and fee of the external auditors and for agreeing the scope of the audit and reviewing its findings. It is responsible for
monitoring compliance with accounting and legal requirements, ensuring that an eective system of internal controls
is maintained and for reviewing the annual and interim financial statements of the Company before their submission
for approval by the Board. The Audit and Risk Committee has adopted and complied with the extended terms of
reference implemented on the Company’s readmission to AIM in August 2010, as reviewed by the Board from time
to time.
The Board is satisfied that the Audit and Risk Committee contains members with sucient recent and relevant
financialexperience.
Principal risks and uncertainties
The Group has a robust approach to risk management that involves ongoing risk assessments, communication with
our Board of Directors and Investment Advisor, and the development and implementation of a risk management
framework along with reports, policies and procedures. We continue to monitor relevant emerging risks and consider
the market and macro impacts on our key risks.
Risk Description Mitigation
Performance Risk In the event the Company’s investment
portfolio underperforms the market, the
Company may underperform vs. the
market and peer benchmarks.
The Board independently reviews any investment
recommendation made by the Investment Advisor
in light of the investment objectives of the Company
and the expectations of shareholders.
The Investment Advisor maintains board
representation on all majority owned portfolio
investments and maintains ongoing discussions
with management and other key stakeholders in
investments to ensure that there are controls in
place to ensure the success of the investment.
46
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Report of the Directors
(continued)
Risk Description Mitigation
Portfolio
Concentration Risk
The Company’s investment policy is
to hold a concentrated portfolio of
2-10 assets. In a concentrated portfolio,
if the valuation of any asset decreases
it may have a material impact on the
Company’s NAV.
The Directors and Investment Advisor keep the
portfolio under review and focus closely on those
holdings which represent the largest proportion of
total value.
Liquidity
Management
Liquidity risk is the risk that the Company
will encounter diculty in meeting the
obligations associated with its financial
liabilities that are settled by delivering
cash or another financial asset.
The Board and Investment Advisor closely
monitor cash flow forecasts in conjunction with
liability maturity. Liquidity forecasts are carefully
considered before capital deployment decisions
are made.
Credit Risk Credit risk is the risk that an issuer or
counterparty will be unable or unwilling
to meet a commitment that it has entered
into with the Company. The Company,
through its interests in subsidiaries, has
advanced loans to a number of private
companies which exposes the Company
to credit risk. The loans are advanced to
unquoted private companies, which have
no credit risk rating.
Loan investments are entered into as part of
the investment strategy of the Company and its
subsidiaries, and credit risk is managed by taking
security where available (typically a floating
charge) and the Investment Advisor taking an
active role in the management of the borrowing
companies. In addition to the repayment of loans
advanced, the Company and subsidiaries will often
arrange additional preference share structures
and take significant equity stakes so as to create
shareholder value. It is the performance of the
combination of all securities including third-party
debt that determines the Company’s view of each
investment.
Operational Risk The Company outsources investment
advisory and administrative functions to
service providers. Inadequate or failed
internal processes could lead to operational
performance risk and regulatory risk.
The primary responsibility for the development and
implementation of controls over operational risk
rests with the Board of Directors. This responsibility
is supported by the development of overall
standards for the management of operational risk,
which encompasses the controls and processes
at the service providers and the establishment
of service levels with the service providers. The
Directors’ assessment of the adequacy of the
controls and processes in place at the service
providers with respect to operational risk is
carried out via regular discussions with the service
providers as well as site visits to their oces. The
Company also undertakes periodic third-party
reviews of service providers’ activities.
47
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Directors
The Directors of the Company holding oce during the financial year and to date are:
Mr. C.L. Spears (Chairman)
Ms. H. MacCallum (appointed on 17 October 2024)
Ms. H. Bestwick
Mr. D.R. Pirouet
Mr. M.M Gray
Related Party Transactions
Details in respect of the Group’s related party transactions during the period are included in note 22 to the
financialstatements.
Sta and Secretary
At 31 January 2025 the Group employed no sta (2024: none).
Independent Auditors
The current year is the third year in which PricewaterhouseCoopers CI LLP are undertaking the audit for the Group.
PricewaterhouseCoopers CI LLP have indicated willingness to continue in oce.
On behalf of the Board
Heather Bestwick
Director
25 March 2025
48
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
As the Board is comprised solely of non-executive directors, the Company does not have a Remuneration Committee.
The determination of the directors’ fees is dealt with by the whole Board.
Directors are remunerated in the form of fixed fees payable to the Director personally. An additional fee is paid to the
Chair of the Board and to the Audit Committee Chair (in recognition of extra workload and responsibility, in line with
market practices).
The total amount of remuneration paid by the Company to its Directors during the year ended 31 January 2025 was
£149,290 (2024: 162,474).
Table of remuneration by role
31 January
2025
£
31 January
2024
£
Chair of the Board 42,000 42,000
Chair of the Audit Committee 34,000 34,000
Directors’ fee
32,000 32,000
In addition to the fees noted above, C.L. Spears, H. Bestwick and M.M Gray received during the year;
• £3,750 each as Directors’ fees for their directorship of ESO Investments 1 Limited; and
• £3,750 each as Directors’ fees for their directorship of ESO Investments 2 Limited.
Aggregate Directors’ fees for ESO Investments 1 Limited and ESO Investments 2 Limited for the year ended 31 January
2025 amounted to £22,500 (2024: £22,500).
Directors of the Company also receive remuneration in the form of equity-settled share-based payment transactions,
through a JOSP Scheme (see note 3l).
Director’s Remuneration Report
49
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Statement of Directors’ Responsibilities
in respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulations.
The Directors are required to prepare financial statements for each financial year. The Group is required to prepare the
financial statement in accordance with IFRS Accounting Standards as issued by the International Accounting Standards
Board (hereinafter “IFRS Accounting Standards”) and applicable legal and regulatory requirements of Bermuda
Companies Act 1981.
The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of
the state of aairs of the Group and of its profit or loss for that period. In preparing the Group’s financial statements, the
Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
• state whether they have been prepared in accordance with IFRS Accounting Standards; and
• assess the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and use the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping adequate accounting records that are sucient to show and explain the
Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable
them to ensure that its financial statements comply with the Bermuda Companies Act 1981. They are responsible for
such internal control as they determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The maintenance and integrity of the Company’s website is the responsibility of the Directors; the work carried out by
the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for
any changes that might have occurred to the annual financial statements since they were initially presented on the
website. Legislation in Bermuda governing the preparation and dissemination of financial statements may dier from
legislation in other jurisdictions.
Each of the Directors confirm that, to the best of their knowledge:
• The financial statements, prepared in accordance with IFRS Accounting Standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the
consolidation taken as a whole; and
• the Investment Advisor’s report includes a fair review of the development and performance of the business and
the position of the Company and the undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.
50
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Statement of Directors’ Responsibilities
in respect of the Annual Report and the Financial Statements
In the case of each Director in oce at the date the Directors’ report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any
relevant audit information and to establish that the Group’s auditors are aware of that information.
This annual report was approved by the Board and the above Director’s Responsibility Statement was signed on behalf
of the Board by:
Heather Bestwick
Director
25 March 2025
51
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Independent Auditors’ Report
to the Members of EPE Special Opportunities Limited
Report on the audit of the nancial statements
Opinion
In our opinion, EPE Special Opportunities Limited’s group financial statements:
• ● give a true and fair view of the state of the group’s aairs as at 31 January 2025 and of its profit and cash flows for
the year then ended;
• ● have been properly prepared in accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IASB); and
• ● have been prepared in accordance with the requirements of the Companies Act 1981 (Bermuda).
We have audited the group financial statements, included within the Report and Accounts (the “Annual Report”), which
comprise: the Consolidated Statement of Assets and Liabilities as at 31 January 2025; the Consolidated Statement of
Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash flows for
the year then ended; and the notes to the Consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sucient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the
group financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Our audit approach
Overview
Audit scope
• ● EPE Special Opportunities Limited (the “Company”) is registered in Bermuda but operates from Jersey. We
conducted our audit work in Jersey. The Company’s subsidiaries comprise subsidiary investments measured at
fair value through profit or loss which are not consolidated in accordance with IFRS 10, and an employee benefit
trust which is consolidated in the group’s financial statements. The group is composed of the Company and its
consolidated subsidiary.
• ● We tailored the scope of our audit taking into account the type of investments held by the group, the accounting
processes and controls, and the industry in which the group operates.
• ● We have audited the group financial statements of the group prepared by its financial administrator who is based
in London.
Key audit matters
• ● Valuation of the underlying Level 3 investments recognised as part of the Investments at fair value through profit
or loss.
Materiality
• ● Overall materiality: £2,159,000 (2024: £2,179,000) based on 2.25% (2024: 2.25%) of net assets.
• ● Performance materiality: £1,619,000 (2024: £1,634,000).
52
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
e scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the group
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the
audit of the group financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest eect on:
the overall audit strategy; the allocation of resources in the audit; and directing the eorts of the engagement team.
These matters, and any comments we make on the results of our procedures thereon, were addressed in the context
of our audit of the group financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matter below is consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation of the underlying Level 3 investments recognised
as part of the Investments at fair value through profit or loss.
The Company’s Investments at fair value through profit or
loss include underlying Level 3 investments amounting to
£53,863,214 as at 31 January 2025 (2024: £59,461,949). These
underlying investments are held through the Company’s
subsidiaries. Details of these investments including the
valuation techniques used in determining the fair value are
disclosed in Note 12 to the group financial statements.
The valuation of these investments, where material, has
been assessed as a key audit matter due to the significant
judgement required and assumptions applied in determining
the fair value as at 31 January 2025.
We evaluated the investment valuation accounting
policy for compliance with IFRS Accounting
Standards as issued by the International Accounting
Standards Board (IASB) and the International Private
Equity and Venture Capital Valuation Guidelines.
We also tested that the investment valuations were
accounted for in accordance with the stated policy.
We obtained an understanding and performed
an evaluation of the Investment Advisor’s
processes, key controls and methodology applied
in determining the fair value of the investment
portfolio, along with the subsequent consideration
and approval by the Directors. We tested the
classification, approach and valuation basis of the
underlying Level 3 investments held through the
Company’s subsidiaries.
Level 3 investments comprise of Investment in
Unquoted private equity investments (including
debt) – We evaluated the appropriateness of
the valuation methodology for each investment.
Thisincluded:
• testing the financial metrics applied using
independently obtained latest financial
information from portfolio companies:
• assessing the suitability of selected peers;
checking the valuation multiples used to third
party sources; and
• challenging the reasonableness of the significant
unobservable inputs into the valuation models.
Independent Auditors’ Report
to the Members of EPE Special Opportunities Limited
53
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Key audit matter How our audit addressed the key audit matter
We considered the quality of information obtained
through our confirmation process, as well as the
date of the latest available information used to
support these valuations at year end. This included
a review of the latest audited financial statements
of the underlying investment companies or funds
and an assessment of the appropriateness of the
confirming parties supplying us with the requested
valuation support.
Based on the audit work detailed above, we have
nothing to report t to those charged with corporate
governance.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
group’s financial statements as a whole, taking into account the structure of the group, the accounting processes and
controls, and the industry in which it operates.
The group’s portfolio investments are held by its three controlled subsidiary investments: ESO Investment 1 Limited;
ESO Investments 2 Limited and ESO Alternative Investments. These entities are not consolidated in the group’s financial
statements in accordance with IFRS 10. The Company also controls the EPIC Private Equity Employee Benefit Trust,
an employee benefit trust established to operate the jointly owned share plan and share based payment scheme
for the Company’s directors and certain employees of the Investment Advisor. The employee benefit trust’s financial
statements are consolidated in the group’s financial statements.
The accounting processes and finance function of the Company and its subsidiaries are managed centrally by
EPIC Administration Limited, financial administrator. Each portfolio company held through a subsidiary investment is
responsible for its own accounting processes and controls. Financial information is shared to the relevant subsidiary
which forms the basis of estimating the fair value of the subsidiary investments by the Investment Advisor.
We consider the consolidated subsidiary to be an insignificant component and based on our professional judgement
have tailored our audit scope to account for the group’s consolidated financial statements as a single component to
which we have applied the group materiality.
e impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk
on the group’s financial statements, and we remained alert when performing our audit procedures for any indicators of
the impact of climate risk. Our procedures did not identify any material impact as a result of climate risk on the group’s
financial statements.
54
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the eect
of misstatements, both individually and in aggregate on the group’s financial statements as a whole.
Based on our professional judgement, we determined materiality for the group financial statements as a whole as follows:
Overall group materiality £2,159,000 (2024: £2,179,000).
How we determined it 2.25% (2024: 2.25%) of net assets
Rationale for benchmark applied We believe that net assets is the most appropriate benchmark because
this is the key metric of interest to investors. It is also a generally
accepted measure used for companies in this industry.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions
and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2024: 75%) of overall
materiality, amounting to £1,619,000 (2024: £1,634,000) for the group financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk
assessment and aggregation risk and the eectiveness of controls – and concluded that an amount at the upper end
of our normal range was appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit
above £107,900 (2024: £108,000) as well as misstatements below that amount that, in our view, warranted reporting
for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s ability to continue to adopt the going concern basis of
accounting included:
• ● Evaluating risks and factors that could impact the going concern basis of accounting, including both internal risks
(i.e., business model and strategy execution) and external risks (i.e., macroeconomic conditions);
• ●Understanding and evaluating the Group and Company’s financial forecasts and stress testing of the key assumptions
used;
• ● Assessing the level of available financial resources against the Group’s financing facilities and commitments and
performing sensitivity analysis and;
• ● Reviewing and evaluating the adequacy of the disclosures made in the group financial statements in relation to
going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the group’s ability to continue as a going concern for a
period of at least twelve months from when the group financial statements are authorised for issue.
In auditing the group financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the group financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
group’s ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Independent Auditors’ Report
to the Members of EPE Special Opportunities Limited
55
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Reporting on other information
The other information comprises all of the information in the Annual Report other than the group financial statements
and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the group
financial statements does not cover the other information and, accordingly, we do not express an audit opinion or,
except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the group financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the group financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material
misstatement of the group financial statements or a material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report based on these responsibilities.
Responsibilities for the nancial statements and the audit
Responsibilities of the directors for the nancial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of
the group financial statements in accordance with the applicable framework and for being satisfied that they give a true
and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the
preparation of group financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the nancial statements
Our objectives are to obtain reasonable assurance about whether the group financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with
laws and regulations related to , but were not limited to, the Companies Act 1981 (Bermuda), the Listing Rules, and we
considered the extent to which non-compliance might have a material eect on the group financial statements. We
also considered those laws and regulations that have a direct impact on the group financial statements such as the
Companies Act 1981 (Bermuda). We evaluated management’s incentives and opportunities for fraudulent manipulation
of the group financial statements (including the risk of override of controls), and determined that the principal risks were
related to the posting of inappropriate journal entries and the potential for management bias in accounting estimates
and key judgements impacting the group financial statements, specifically the valuation of investments held at fair value
through profit or loss. Audit procedures performed by the engagement team included:
• ● Enquiries with the directors, the investment advisor and the regulated third party administrators to any actual or
suspected instances of fraud or non-compliance with laws and regulations;
• ● Understanding and assessing the impact of known and suspected instances of non-compliance with laws and
regulations that could rise to a material misstatement in the group financial statements, including, but not limited to,
the Companies Act 1981 (Bermuda) and the Listing Rules.
• ● inspecting and testing significant transactions or financial statement disclosures determined in accordance with the
terms of the relevant agreements, such as any fees paid to the investment advisor and related entities;
56
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
• ● inspecting legal fee expenditure for any indication of undisclosed litigation or non-compliance with laws and regulations;
• ● Evaluating assumptions and judgements made in relation to significant accounting estimates, particularly the
determination of the fair value of the investments.
• ● performing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing; and
• ● identifying and testing journal entries considered to be of higher fraud risk, and the evaluation of the business
rationale for any significant or unusual transactions identified as being outside the normal course of business.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the
sample is selected.
A further description of our responsibilities for the audit of the group financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance
with Section 90 of the Companies Act 1981 (Bermuda) and for no other purpose. We do not, in giving these opinions,
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose
hands it may come safe where expressly agreed by our prior consent in writing.
Other reuired reporting
Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Report of the
Directors for the year ended 31 January 2025 is consistent with the consolidated financial statements and has been
prepared in accordance with applicable legal and regulatory requirements.
In light of the knowledge and understanding obtained in the course of the audit, we did not identify any material
misstatement in the Report of the Directors.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include
these financial statements in an annual financial report prepared under the structured digital format required by
DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’
report provides no assurance over whether the structured digital format annual financial report has been prepared in
accordance with those requirements.
Michael Byrne (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Statutory Auditors
Jersey
25 March 2025
Independent Auditors’ Report
to the Members of EPE Special Opportunities Limited
57
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Consolidated Statement of Comprehensive Income
For the year ended 31 January 2025
Note
31January
2025
Total
£
31January
2024
Total
£
Income
4 Interest income 709,751 366,660
11 Net fair value movement on investments* 3,443,032 3,384,604
Total income 4,152,783 3,751,264
Expenses
5 Investment advisor’s fees (1,898,990) (1,832,745)
6 Directors’ fees (149,290) (162,474)
7 Share based payment expense (308,433) (339,593)
8 Other expenses (605,486) (635,675)
Total expense (2,962,199) (2,970,487)
Profit before finance costs and tax 1,190,584 780,777
Finance charges
15 Interest on unsecured loan note instruments (319,018) (309,049)
15 Zero dividend preference shares finance charge (789,942) (868,190)
Profit / (loss) for the year before taxation 81,624 (396,462)
9 Taxation – –
Profit / (loss) for the year 81,624 (396,462)
Other comprehensive income – –
Total comprehensive income / (loss) 81,624 (396,462)
17 Basic profit / (loss) per ordinary share (pence) 0.29 (1.39)
17 Diluted profit / (loss) per ordinary share (pence) 0.27 (1.33)
* The net fair value movements on investments is allocated to the capital reserve and all other income and
expenses are allocated to the revenue reserve in the Consolidated Statement of Changes in Equity. All items
derive from continuing activities.
The accompanying notes form an integral part of these financial statements.
58
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Consolidated Statement of Assets and Liabilities
At 31 January 2025
Note
31January
2025
£
31January
2024
£
Non-current assets
11 Investments at fair value through profit or loss 100,502,430 95,459,612
100,502,430 95,459,612
Current assets
11 Investments at fair value through profit or loss – 5,262,427
13 Cash and cash equivalents 11,069,366 14,462,495
Trade and other receivables and prepayments 68,228 73,646
11,137,594 19,798,568
Current liabilities
14 Trade and other payables (653,033) (676,284)
15 Unsecured loan note instruments (3,987,729) (3,987,729)
(4,640,762) (4,664,013)
Net current assets 6,496,832 15,134,555
Non-current liabilities
15 Zero dividend preference shares (11,030,633) (13,714,191)
(11,030,633) (13,714,191)
Net assets 95,968,629 96,879,976
Equity
16 Share capital 1,730,828 1,730,828
16 Share premium 13,619,627 13,619,627
24 Capital reserve 103,967,025 100,523,993
24 Revenue reserve and other equity (23,348,851) (18,994,472)
Total equity 95,968,629 96,879,976
18 Net asset value per share (pence) 327.52 324.26
The financial statements were approved by the Board of Directors on 25 March 2025 and signed on its behalf by:
Clive Spears David Pirouet
Director Director
The accompanying notes form an integral part of these financial statements.
59
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Consolidated Statement of Changes in Equity
For the year ended 31 January 2025
Year ended 31January 2025
Note
Share
capital
£
Share
premium
£
Capital
reserve
£
Revenue
reserve and
other equity
£
Total
£
Balance at 1 February 2024 1,730,828 13,619,627 100,523,993 (18,994,472) 96,879,976
Total comprehensive income
for the year – – 3,443,032 (3,361,408) 81,624
Contributions by and distributions
to owners
7 Share-based payment charge – – – 308,433 308,433
Share ownership scheme participation – – – 44,736 44,736
16 Purchase of shares – – – (872,064) (872,064)
16 Share acquisition for JOSP scheme – – – (474,076) (474,076)
Total transactions with owners – – – (992,971) (992,971)
Balance at 31 January 2025 1,730,828 13,619,627 103,967,025 (23,348,851) 95,968,629
Year ended 31January 2024
Note
Share
capital
£
Share
premium
£
Capital
reserve
£
Revenue
reserve and
other equity
£
Total
£
Balance at 1 February 2023 1,730,828 13,619,627 97,139,389 (15,068,480) 97,421,364
Total comprehensive loss for the year – – 3,384,604 (3,781,066) (396,462)
Contributions by and distributions
to owners
7 Share-based payment charge – – – 339,593 339,593
Share ownership scheme participation – – – 41,401 41,401
16 Share acquisition for JOSP scheme – – – (525,920) (525,920)
Total transactions with owners – – – (144,926) (144,926)
Balance at 31 January 2024 1,730,828 13,619,627 100,523,993 (18,994,472) 96,879,976
The accompanying notes form an integral part of these financial statements.
60
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Consolidated Statement of Cash Flows
For the year ended 31 January 2025
Note
31January
2025
£
31January
2024
£
Operating activities
Interest income received 709,751 366,660
Expenses paid (2,670,754) (2,535,853)
11 Purchase of investments (4,605,969) (3,350,000)
11 Proceeds from investments 8,268,610 6,425,542
19 Net cash generated from operating activities 1,701,638 906,349
Financing activities
15 Unsecured loan note interest paid (319,018) (309,049)
16 Purchase of shares (872,064) (525,920)
16 Share acquisition for JOSP scheme (474,076) –
15 Buyback of zero dividend preference shares (3,473,500) (7,875,000)
Share ownership scheme participation 44,736 41,401
Net cash used in financing activities (5,093,922) (8,668,568)
Decrease in cash and cash equivalents (3,392,284) (7,762,219)
Eect of exchange rate fluctuations on cash and cash equivalents (845) (1,294)
Cash and cash equivalents at start of year 14,462,495 22,226,008
13 Cash and cash equivalents at end of year 11,069,366 14,462,495
Reconciliation of net debt
Cash and cash equivalents
On
31 January
2024
£
Cash
flows
£
Other
non‑cash
charge
£
On
31 January
2025
£
Cash at bank 14,462,495 (3,392,284) (845) 11,069,366
Unsecured loan note instruments (3,987,729) 319,018 (319,018) (3,987,729)
Zero dividend preference shares (13,714,191) 3,473,500 (789,942) (11,030,633)
Net debt (3,239,425) 400,234 (1,109,805) (3,948,996)
The accompanying notes form an integral part of these financial statements.
61
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
1 General information
On 25 July 2003, the Company was incorporated with limited liability in the Isle of Man. On 23 July 2012, the
Company then re-registered in the Isle of Man in order to bring the Company within the Isle of Man Companies
Act 2006, with registration number 008597V. On 11 September 2018, the Company re-registered under the
Bermuda Companies Act 1981, with registration number 53954. The Company moved its operations to Jersey with
immediate effect on 17 May 2017 and has subsequently operated from Jersey only.
The Company’s ordinary shares are quoted on AIM, a market operated by the London Stock Exchange, and
the Growth Market of the Aquis Stock Exchange (formerly the NEX Exchange). The Company’s zero dividend
preference shares are admitted to trade on the main market of the London Stock Exchange (non-equity shares
and non-voting equity shares, formerly standard listing (shares)). The Company’s unsecured loan notes are quoted
on the Growth Market of the Aquis Stock Exchange.
The financial statements of the Company as at and for the year ended 31 January 2025 are available upon request
from the Company’s business office at 3rd Floor, Gaspe House, 66-72 Esplanade, St Helier, Jersey, Channel
Islands, JE1 2LH and the registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda, or at
www.epespecial opportunities.com.
The Company’s portfolio investments are held in two majority owned subsidiary entities, ESO Investments 1
Limited and ESO Investments 2 Limited and one wholly owned subsidiary entity, ESO Alternative Investments LP
(together the “Subsidiaries”). ESO Investments 1 Limited and ESO Investments 2 Limited operate out of Jersey and
ESO Alternative Investments LP operates out of the United Kingdom.
Direct interests in the individual portfolio investments are held by the following Subsidiaries;
• ESO Investment 1 Limited: Rayware, Whittard, David Phillips and Denzel’s
• ESO Investments 2 Limited: Luceco and Pharmacy2U
• ESO Alternative Investments LP: European Capital Private Debt Fund LP, Atlantic Credit Opportunities DAC,
and EAC Sponsor Limited
The Company also controls the EPIC Private Equity Employee Benefit Trust (referred herein as the “EBT
subsidiary”), an employee benefit trust, which financial position and results are consolidated in these financial
statements (refer to Notes 3a and 7 for details). These financial statements are consolidated financial statements
of the Company and the EBT subsidiary. The Company and the EBT subsidiary are collectively referred to as the
“Group” hereinafter.
The Group’s primary objective is to provide long-term return on equity for its shareholders by investing between
£2m and £30m in small and medium sized companies.
The Group targets growth capital and buy-out opportunities, special situations and distressed transactions,
deploying capital where it believes the potential for shareholder value creation to be compelling. ESO has the
flexibility to invest in public as well as private companies and is also able to invest in Special Purpose Acquisition
Companies (“SPACs”) and third-party funds.
ESO will consider most industry sectors including business services, consumer and retail, financial services and
the industrials sector.
The portfolio is likely to be concentrated, numbering between two and ten assets at any one time, which allows
the Group to allocate the necessary resource to form genuinely engaged and supportive partnerships with
management teams. This active approach facilitates the delivery of truly transformational initiatives in underlying
investments during the Group’s period of ownership.
The Group has no employees.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025
62
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
1 General information (continued)
The following significant changes occurred during the year ended 31 January 2025:
• In February 2024, the realisation of the investment in EPIC Acquisition Corp was completed, realising
€6.2 million. The realisation from EAC Sponsor Limited remains subject to the completion of the liquidation.
• In May 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested £1.5 million to reduce
Rayware’s senior debt.
• In June 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested £0.4 million in Whittard.
The cash was returned by Whittard in two equal instalments of £0.2 million in October 2024 and in December
2024.
• In July 2024, the Company agreed the extension of the maturity of £4.0 million unsecured loan notes to 24 July
2025.
• In October 2024, the Company through its subsidiary ESO Investments 1 Limited, invested £2.0 million to
reduce Rayware’s senior debt and ESO Investments 1 Limited provided a £1.0 million contingent guarantee to
Rayware’s third-party lenders as at 31 January 2025.
• In January 2025, the Company, through its subsidiary ESO Investments 1 Limited, invested £0.7 million to
reduce David Phillips’ senior debt.
• The movement in the value of investments and fair value movement are deemed as significant changes
during the period (see note 12).
2 Basis of preparation
a. Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (“IFRS Accounting Standards”) and applicable legal and regulatory
requirements of Bermuda Companies Act 1981. The following accounting policies have been adopted and applied
consistently. The financial statements comply with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IASB).
b. Basis of measurement
The financial statements have been prepared on the historical cost convention except for financial instruments at
fair value through profit or loss which are measured at fair value (note 12). Several new standards and interpretations
have been published that are not mandatory for 31 January 2024 reporting periods and earlier application is
permitted; however, the Group has not adopted early the new or amended standards in preparing these financial
statements. The Directors do not expect the adoption of the standards and interpretations to have a material
impact on the Group’s financial statements in the period of initial application. The following are amendments that
the Group has decided not to adopt early:
• Standards and amendments to existing standards effective 1 January 2024
There are no standards, amendments to standards or interpretations that are effective for annual periods
beginning on 1 January 2024 that have a material effect on the financial statements of the Group.
• New standards, amendments and interpretations effective after 1 January 2024 and have not been early adopted
A number of new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2024, and have not been early adopted in preparing these financial statements.
None of these are expected to have a material effect on the financial statements of the Group.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025
63
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
2 Basis of preparation (continued)
c. Functional and presentation currency
These financial statements are presented in Sterling, which is the Group’s functional and presentation currency. All
financial information presented in Sterling has been rounded to the nearest pound.
‘Functional currency’ is the currency of the primary economic environment in which the Group operates. The
expenses (including investment advisory and administration fees) and investments are denominated and paid in
Sterling. Accordingly, management has determined that the functional currency of the Group is Sterling.
A foreign currency transaction is recorded initially at the rate of exchange at the date of the transaction. Assets
and liabilities are translated from foreign currency to the functional currency at the closing rate at the end of the
reporting period. The resulting gains or losses are included in the Consolidated Statement of Comprehensive
Income.
d. Use of estimates and judgements
The preparation of financial statements in conformity with IFRS Accounting Standards require the Directors and
the Investment Advisor to make judgements, estimates and assumptions that affect the application of policies and
the reported amounts of assets and liabilities, income and expense. The estimates and associated assumptions
are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. The Directors have, to the best of their ability, provided
as true and fair a view as is possible. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
Critical accounting estimates and assumptions made by Directors and the Investment Advisor in the application
of IFRS Accounting Standards that have a significant effect on the financial statements and estimates with a
significant risk of material adjustments in the year relate to the determination of fair value of financial instruments
with significant unobservable inputs (see note 12).
The critical judgements made by the Directors and the Investment Advisor in preparing these financial
statements are:
• Classification of the zero dividend preference share as a non-current liability in the Consolidated Statement
of Assets and Liabilities. The zero dividend preference shares meet the definition of a non-current liability as
detailed in note 3(m). Please refer to note 15 for further details.
• Categorisation of ESO Alternative Investments LP, ESO Investments 1 Limited and ESO Investments 2 Limited
as Subsidiaries. The Company is deemed to have control over these Subsidiaries. Please refer to note 3(a)
for details.
64
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
2 Basis of preparation (continued)
e. Unconsolidated structured entities
The Company invests in portfolio investments through its Subsidiaries. See note 3(a) for an explanation of why
these entities are considered controlled subsidiary investments. The purpose of the Subsidiaries is to hold
investments. The Subsidiaries meet the definition of unconsolidated structured entities under IFRS 12. There are
letters of support in place between the Company and ESO Investments 1 Limited and ESO Investments 2 Limited
for the payment of expenses. ESO Alternative Investments LP pays its own expenses.
The total fair value of the Subsidiaries, and the amount recognised in the Company’s financial statements (as
investments at fair value) is £100,502,430 (2024: £100,722,039).
In respect of ESO Alternative Investments LP, the Company has 100% beneficial ownership of the entity.
In respect of ESO Investments 1 Limited, the Company has 80% beneficial ownership of the entity.
In respect of ESO Investments 2 Limited, the Company has 80% beneficial ownership of the entity.
There are no restrictions on the ability of the above Subsidiaries to transfer funds to the Company in the form of
cash dividends or loan repayments.
The Company’s maximum exposure to loss from its interest in its Subsidiaries is equal to the total fair value of its
investment in its Subsidiaries.
The Company’s Subsidiaries invest in quoted and unquoted securities, in line with the Company’s investment policy.
The value of these investments may be impacted by market price risk arising from uncertainty about the future
market value of these holdings as well as the risk of underperformance of the underlying portfolio companies.
The exposure to investments in Subsidiaries measured at fair value is disclosed in the following table :
31 January
2025
£
31 January
2024
£
ESO Investments 1 Limited 51,555,286 52,200,243
ESO Investments 2 Limited 48,805,719 42,722,072
ESO Alternative Investments LP 141,425 5,799,724
100,502,430 100,722,039
During the year ended 31 January 2025 total net profit incurred on the fair value movement on investments in
Subsidiaries was £3,443,032 (2024: £3,384,604) (as set out in note 11).
f. Going concern
The Group’s management has assessed the Group’s ability to continue as a going concern and is satisfied that
the Group has adequate resources to continue in business for at least twelve months from the date of approval
of financial statements. Furthermore, the management is not aware of any material uncertainties that may cast
significant doubt upon the Group’s ability to continue as a going concern. Therefore, the financial statements
continue to be prepared on the going concern basis.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
65
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
3 Material accounting policy information
a. Subsidiaries and consolidation
The Company has subsidiaries which have been determined to be controlled subsidiary investments. Controlled
subsidiary investments are measured at fair value through profit or loss and are not consolidated in accordance
with IFRS 10. The fair value of controlled subsidiary investments is determined on a consistent basis to all other
investments measured at fair value through profit or loss, and as described in note 3.j.
A controlled subsidiary investment involves holding companies over which the Company has the power to govern
the financial and operating policies. These holding companies are subsidiaries that have been incorporated
for the purpose of holding underlying investments on behalf of the Company. Such holding companies have
no operations other than providing a vehicle for the acquisition, holding and onward sale of certain portfolio
investment companies. The holding companies are also reflected at its fair value, with the key fair value driver
thereof being the investment in the underlying portfolio company investments that the holding company holds
on behalf of the Company. The holding companies require no consolidation, because the holding companies are
not deemed to be providing investment related services, as defined by IFRS 10.
Where the Company is deemed to have control over an underlying portfolio company, either directly or indirectly,
and whether the control is via voting rights or through the ability to direct the relevant activities in return for
access to a significant portion of the variable gains and losses derived from those relevant activities, the Company
does not consolidate the underlying portfolio company; instead, the Company reflects its investment at fair value
through profit or loss.
The EPIC Private Equity Employee Benefit Trust (“EBT Subsidiary or Trust”) is treated as a subsidiary and
consolidated in the financial statements. The impact on the financial statements is immaterial. All transactions
and balances between the Company and EBT Subsidiary are eliminated on consolidation. Amounts reported in
the financial statements have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Company. Please refer to note 7 for more details.
b. Investment entity
IFRS 10: “Consolidated Financial Statements”, provides an exception to the consolidation requirement for entities
that meet the definition of an investment entity.
The Directors believe the Company meets the definition of an investment entity as the following conditions exist:
• The Company obtains funds from its members for the purpose of providing those members with investment
management services;
• The Company commits to its members that its business purpose is to invest funds solely for returns from
capital appreciation, investment income, or both; and
• The Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
The exception to consolidation requires investment entities to account for subsidiaries at fair value through profit
or loss.
c. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business and geographic
area, being arranging financing for growth, buyout and special situations investments in the United Kingdom.
Information presented to the Board of Directors for the purpose of decision making is based on this single
segment. All significant operating decisions are based upon the analysis of the Company’s investments as a single
operating segment. The financial information from this segment are equivalent to the financial information of the
Company as a whole, which are evaluated on a regular basis by the Board of Directors.
66
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
3 Material accounting policy information (continued)
d. Income
Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income
is accounted for when the right to receive such income is established.
e. Expenses
All expenses are accounted for on an accrual basis.
f. Cash and cash equivalents
Cash and cash equivalents comprise of current cash deposits with banks only. Cash equivalents are short-
term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to
insignificant risk of changes in value.
g. Finance charges
Other finance charges are recognised as an expense.
h. Trade and other payables
Trade and other payables are stated at amortised cost in accordance with IFRS 9.
i. Unsecured loan note instruments
Unsecured loan note instruments are stated at amortised cost in accordance with IFRS 9.
j. Financial assets and financial liabilities
A. Classification
Financial assets
When the Group first recognises a financial asset, it classifies it based on the business model for managing the
asset and the asset’s contractual cash flow characteristics, as follows:
• Amortised cost: a financial asset is measured at amortised cost if both of the following conditions are met:
– the asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and
– the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
• Fair value through other comprehensive income: financial assets are classified and measured at fair value
through other comprehensive income if they are held in a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets.
• Fair value through profit or loss: any financial assets that are not held in one of the two business models
mentioned are measured at fair value through profit or loss.
When, and only when, the Group changes its business model for managing financial assets it must reclassify all
affected assets
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
67
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
3 Material accounting policy information (continued)
Financial liabilities
All financial liabilities are measured at amortised cost, except for financial liabilities at fair value through profit or loss.
Such liabilities include derivatives (other than derivatives that are financial guarantee contracts or are designated
and effective hedging instruments), other liabilities held for trading, and liabilities that an entity designates to be
measured at fair value through profit or loss.
B. Recognition
The Group recognises financial assets and financial liabilities on the date it becomes a party to the contractual
provisions of the instrument.
C. Measurement
Equity and debt investments, including those held by Subsidiaries, are stated at fair value. Loans and Receivables
are stated at amortised cost less any impairment losses.
The Investment Advisor determines asset values using the valuation principles of IFRS 13.
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date in the principal or, in its absence, the most advantageous
market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Company measures the fair value of an instrument using the quoted price in an active market
for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments
quoted in an active market at closing price on the relevant exchange at the measurement date.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the
use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique
incorporates all of the factors that market participants would take into account in pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period
during which the change has occurred.
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial
liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation
using the effective interest method of any difference between the initial amount recognised and the maturity
amount, minus any reduction for impairment. Financial assets that are not carried at fair value though profit and
loss are subject to an impairment test. For loans to portfolio companies the impairment test is undertaken as part
of the assessment of the fair value of the enterprise value of the related business, as described above. If expected
life cannot be determined reliably, then the contractual life is used.
D. Impairment
12-month expected credit losses
12-month expected credit losses are calculated by multiplying the probability of a default occurring in the next
12 months with the total (lifetime) expected credit losses that would result from that default, regardless of when
those losses occur. Therefore, 12-month expected credit losses represent a financial asset’s lifetime expected
credit losses that are expected to arise from default events that are possible within the 12 month period following
origination of an asset, or from each reporting date for those assets in initial recognition stage.
68
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
3 Material accounting policy information (continued)
Lifetime expected credit losses
Lifetime expected credit losses are the present value of expected credit losses that arise if a borrower defaults on
its obligation at any point throughout the term of a lender’s financial asset (that is, all possible default events during
the term of the financial asset are included in the analysis). Lifetime expected credit losses are calculated based
on a weighted average of expected credit losses, with the weightings being based on the respective probabilities
of default.
E. Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition in accordance with IFRS 9.
The Company uses the weighted average method to determine realised gains and losses on derecognition. A
financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.
k. Share capital
Ordinary share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and
share options are recognised as a deduction from equity, net of any tax effects.
Repurchase of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes
directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares
are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are
sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting
surplus or deficit on the transaction is transferred to / from revenue reserves.
Capital Reserve and Revenue Reserve and other equity
The capital reserve comprises net gains and losses on investments. The revenue reserve and other equity
comprise other income and expenses plus other items recorded directly in equity (excluding items recorded as
share capital / share premium).
l. Jointly owned share plan (“JOSP”) and share-based payments
Directors of the Company and certain employees of the Investment Advisor (together “Participants”) receive
remuneration in the form of equity-settled share-based payment transactions, through a JOSP Scheme.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value is determined
based on the share price of the equity instrument at the grant date. The fair value determined at the grant date
of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on
the Company’s estimate of the number of shares that will eventually vest. The instruments are subject to a three-
year service vesting condition from the grant date, and their fair value is recognised as a share-based expense
with a corresponding increase in revenue reserves within equity over the vesting period. Contributions received
from employees as part of the JOSP arrangement are recognised directly in equity in the line share ownership
scheme participation.
The assets (other than investments in the Company’s shares), liabilities, income and expenses of the Trust established
to operate the JOSP scheme are consolidated in these financial statements. Any expense incurred by the Trust are
borne by the Company. The Trust’s investment in the Company’s shares is deducted from shareholders’ funds in the
Consolidated Statement of Asset and Liabilities as if they were treasury shares (see note 7).
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
69
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
3 Material accounting policy information (continued)
m. Zero dividend preference shares (“ZDP”)
Under IAS 32 – Financial Instruments: Presentation, the ZDP Shares are classified as financial liabilities and are held
at amortised cost. An accrual for the final capital entitlement of the ZDP Shares is included in the Consolidated
Statement of Comprehensive Income as a finance cost and is calculated using the effective interest rate method
(“EIR”). The costs of issue of the ZDP Shares are amortised over the period to the ZDP Share redemption date.
4 Interest income
2025
Group
£
2024
Group
£
Interest earned on cash balances 709,751 366,660
Total 709,751 366,660
5 Investment advisory, administration and performance fees
Investment advisory fees
The investment advisory fee payable to EPIC Investment Partners LLP (“EPIC”) is assessed and payable at the
end of each fiscal quarter and is calculated as 2 per cent. of the Group’s NAV where the Group’s NAV is less
than £100 million; otherwise the investment advisory fee is calculated as the greater of £2.0 million or the sum
of 2 per cent. of the Group’s NAV comprising Level 2 and Level 3 portfolio assets, 1 per cent. of the Group’s
NAV comprising Level 1 assets, no fees on assets which are managed or advised by a third-party manager, 0.5
per cent. of the Group’s net cash (if greater than nil), and 2 per cent. of the Group’s net cash (if less than nil) (i.e.
reducing fees for net debt positions).
The charge for the current year was £1,898,990 (2024: £1,832,745). The amount outstanding as at 31 January 2025
was £482,435 (2024: £484,400) (see note 14).
Administration fees
EPIC Administration Limited provides accounting and financial administration services to the Group. The fee
payable to EPIC Administration Limited is assessed and payable at the end of each fiscal quarter and is calculated
as 0.15 per cent. of the Group’s NAV where the Group’s NAV is less than £100 million (subject to a minimum fee of
£35,000); otherwise the advisory fee shall be calculated as 0.15 per cent. of £100 million plus a fee of 0.1 per cent
of the excess of the Group’s NAV above £100 million.
The charge for the current year was £145,872 (2024: £141,330).
Other administration fees during the year were £80,699 (2024: £82,406).
Performance fees paid by Subsidiaries
The Subsidiaries are stated at fair value. Performance fees to the Investment Advisor are accrued based on
the movement in fair value of the investments held by the Subsidiaries and are deducted in calculating the fair
value of Subsidiaries. Performance fees are only paid to the Investment Advisor following the realisation of an
investment and the distribution of proceeds from the Subsidiaries to the Group.
70
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
5 Investment advisory, administration and performance fees (continued)
Performance fee in ESO Investments 1 Limited
The distribution policy of ESO Investments 1 Limited includes an allocation of profits payable to the Investment Advisor
on the realisation of an investment. Proceeds are distributed to the Group only until the base cost for the portfolio asset
has been fully recovered and a hurdle of 8 per cent. per annum has been fully satisfied. Proceeds are then distributed
90% to the Investment Advisor and 10% to the Group until the Investment Advisor has received proceeds equal to 20%
of the accrued hurdle amount. All remaining proceeds are then distributed 20% to the Investment Advisor and 80% to
the Group. Performance fees are only paid to the Investment Advisor following the realisation of an investment and the
distribution of proceeds from the Subsidiaries to the Group. As at 31 January 2025, £6,778,769 has been accrued in the
profit share account of the Investment Advisor in the records of ESO Investments 1 Limited (2024: £4,983,792 accrued).
Performance fee in ESO Investments 2 Limited
The distribution policy of ESO Investments 2 Limited includes an allocation of profits payable to the Investment Advisor
on the realisation of an investment. Proceeds are distributed to the Group only until the base cost for the portfolio asset
has been fully recovered and a hurdle of 8 per cent. per annum has been fully satisfied. Proceeds are then distributed
90% to the Investment Advisor and 10% to the Group until the Investment Advisor has received proceeds equal to 20%
of the accrued hurdle amount. All remaining proceeds are then distributed 20% to the Investment Advisor and 80% to
the Group. Performance fees are only paid to the Investment Advisor following the realisation of an investment and the
distribution of proceeds from the Subsidiaries to the Group. As at 31 January 2025, £11,048,303 has been accrued in the
profit share account of the Investment Advisor in the records of ESO Investments 2 Limited (2024: £9,104,320 accrued).
Joint Owned Share Plan (“JOSP”) and share-based payments
Directors of the Company and certain employees of the Investment Advisor (together “Participants”) receive
remuneration in the form of equity-settled share-based payment transactions, through a JOSP Scheme (see note 7).
6 Directors’ fees
2025
Company
£
2025
Share‑based
payment
£
2024
Company
£
2024
Share‑based
payment
£
C.L. Spears (Chairman) 42,000 6,201 42,000 6,393
H. MacCallum (appointed on 17 October 2024) 9,290 – – –
N. Wilson (resigned on 30 September 2023) – – 22,474 5,972
H. Bestwick 32,000 6,201 32,000 6,393
D.R. Pirouet 34,000 6,201 34,000 8,298
M.M. Gray 32,000 6,009 32,000 4,296
Total 149,290 24,612 162,474 31,352
In addition to the fees noted above, C.L. Spears, H. Bestwick and M.M Gray received during the year;
• £3,750 each as Directors’ fees for their directorship of ESO Investments 1 Limited; and
• £3,750 each as Directors’ fees for their directorship of ESO Investments 2 Limited.
Aggregate Directors’ fees for ESO Investments 1 Limited and ESO Investments 2 Limited for the year ended 31
January 2025 amounted to £22,500 (2024: £22,500).
Heather MacCallum was appointed on 17 October 2024.
The share-based payment expense is calculated as set out in Note 7.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
71
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
7 Share-based payment expense
The cost of equity-settled transactions to Participants in the JOSP Scheme are measured at fair value at the grant
date. The fair value is determined based on the share price of the equity instrument at the grant date.
The Trust was created to award shares to Participants as part of the JOSP. The Trust is consolidated in these
financial statements in accordance with Note 3a. Participants are awarded a certain number of shares (“Matching
Shares”) which are subject to a three-year service vesting condition from the grant date. In order to receive their
Matching Share allocation Participants are required to purchase shares in the Company on the open market
(“Bought Shares”). The Participant will then be entitled to acquire a joint ownership interest in the Matching Shares
for the payment of a nominal amount, on the basis of one joint ownership interest in one Matching Share for every
Bought Share they acquire in the relevant award period.
The Trust holds the Matching Shares jointly with the Participant until the award vests. These shares carry the same
rights as the rest of the ordinary shares.
The Trust held 1,669,961 (2024: 1,546,693) matching shares at the year-end which have historically not voted (see
note 16).
163,513 shares vested to Participants in the year ended 31 January 2025 (2024: 257,061). 272,882 shares were
awarded to Participants in the year ended 31 January 2025 (2024: 305,082). The weighted average fair value of
the shares awarded during the period is 150.35 pence per share.
The fair value of awards granted under the JOSP is recognised as an employee benefits expense, with a
corresponding increase in equity. This has been calculated on the basis of the fair value of the equity instruments,
which is the share price of the equity instrument on the AIM market of the London Stock Exchange at the grant
date and the estimated number of equity instruments to be issued after the vesting period, less the amount
paid for the joint ownership interest in the Matching Shares from the Participants. As the Company does not pay
dividends, no expected dividends were incorporated into the measurement value. No other features other than
the share price of the equity instrument is incorporated into the measurement of the fair value of the awards.
The impact of revision to original estimates, if any, is recognised in profit or loss, with a corresponding adjustment
to equity.
The total share-based payment expense in the year ended 31 January 2025 was £308,433 (2024: £339,593). Of
the total share-based payment expense in the year ended 31 January 2025, £24,612 related to the Directors (2024:
£31,352) and the balance related to members, employees and consultants of the Investment Advisor.
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Report and Accounts for the year ended 31 January 2025
8 Other expenses
The breakdown of other expenses presented in the Consolidated Statement of Comprehensive Income is
as follows
31 January
2025
Total
£
31 January
2024
Total
£
Administration fees (226,571) (223,806)
Directors’ and officers’ insurance (27,722) (27,993)
Professional fees (108,504) (145,363)
Board meeting and travel expenses (1,967) (1,639)
Auditors’ remuneration (79,200) (81,200)
Interim review remuneration* (24,600) (26,350)
Bank charges (1,380) (1,404)
Foreign exchange movement (1,667) (1,137)
Nominated advisor and broker fees (58,661) (55,001)
Listing fees (56,622) (53,472)
Sundry expenses (18,592) (18,310)
Other expenses (605,486) (635,675)
* This relates to the interim review of the half yearly financial report which was performed by the auditors.
9 Taxation
The Company is a tax resident of Jersey and is subject to 0 per cent. corporation tax (2024: 0 per cent.).
ESO Alternative Investments LP is transparent for tax purposes.
ESO Investments 1 Limited and ESO Investments 2 Limited are tax resident in Jersey and are subject to 0 per cent.
(2024: 0 per cent.) corporation tax.
10 Dividends paid and proposed
No dividends were paid or proposed for the year ended 31 January 2025 (2024: £nil).
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
73
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
11 Investments at fair value through profit or loss
31 January
2025
£
31 January
2024
£
Investments at fair value through profit and loss* 100,502,430 100,722,039
100,502,430 100,722,039
Investments roll forward schedule
31 January
2025
£
31 January
2024
£
Investments at fair value at 1 February 100,722,039 100,412,977
Purchase of investments 4,605,969 3,350,000
Proceeds from investments (8,268,610) (6,425,542)
Net fair value movements 3,443,032 3,384,604
Investments at fair value 100,502,430 100,722,039
* Comprises Subsidiaries stated at fair value in accordance with accounting policy set out in note 3(a) (ESO Investments 1
Limited, ESO Investments 2 Limited and ESO Alternative Investments LP).
Discussion of the performance of individual investments is presented in the Chairman’s Statement and the
Investments Advisor’s Report.
12 Fair value of financial instruments
The Company determines the fair value of financial instruments with reference to IPEV guidelines and the valuation
principles of IFRS 13 (Fair Value Measurement). The Company measures fair value using the IFRS 13 fair value
hierarchy, which reflects the significance and certainty of the inputs used in deriving the fair value of an asset:
• Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments;
• Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as
prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted market
prices in active markets for similar instruments, quoted prices for identical or similar instruments in markets
that are considered less than active or other valuation techniques in which all significant inputs are directly or
indirectly observable from market data;
• Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique
includes inputs not based on observable data and the unobservable inputs have a significant effect on
the instrument’s valuation. This category includes instruments that are valued based on quoted prices for
similar instruments but for which significant unobservable adjustments or assumptions are required to reflect
differences between the instruments.
The Investment Advisor undertakes the valuation of financial instruments required for financial reporting purposes.
Recommended valuations are reviewed and approved by the Investment’s Advisor’s Valuation Committee for
circulation to the Company’s Board. The Audit and Risk Committee of the Company’s Board meets at least
once every six months, in line with the Company’s semi-annual reporting periods, to review the recommended
valuations and approve final valuations for adoption in the Company’s financial statements.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred.
74
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
12 Fair value of financial instruments (continued)
Valuation framework
The Company employs the valuation framework detailed below with respect to the measurement of fair values.
A valuation of the Company’s investments held via its Subsidiaries are prepared by the Investment Advisor with
reference to IPEV guidelines and the valuation principles of IFRS 13 (Fair Value Measurement). The Investment
Advisor recommends these valuations to the Board of Directors. The Audit and Risk Committee of the Company’s
Board considers the valuations recommended by the Investment Advisor, determines any amendments required
and thereafter adopts the fair values presented in the Company’s financial statements. Changes in the fair value of
financial instruments are recorded in the Consolidated Statement of Comprehensive Income in the line item “Net
fair value movement on investments”.
Quoted investments
Quoted investments traded in an active market are classified as Level 1 in the IFRS 13 fair value hierarchy. The
investment in Luceco is a Level 1 asset. For Level 1 assets, the holding value is calculated from the closing price
on the relevant exchange at the measurement date.
Quoted investments traded in markets that are considered less than active are classified as Level 2 in the IFRS 13
fair value hierarchy. The Company does not hold any investment that are considered as Level 2 assets.
Unquoted private equity investments and unquoted fund investments
Private equity investments and fund investments are classified as Level 3 in the IFRS 13 fair value hierarchy. The
investments in Whittard, David Phillips, Rayware, Denzel’s, Pharmacy2U, European Capital Private Debt Fund LP,
EPIC Atlantic Credit Opportunities DAC, and EAC Sponsor Limited are considered to be Level 3 assets. Various
valuation techniques may be applied in determining the fair value of investments held as Level 3 in the fair
value hierarchy;
• For underperforming assets, net asset or liquidation valuation is considered more applicable, in particular
where the business’ performance be contingent on shareholder financial support;
• For performing assets, market approach is considered to be the most appropriate with a specific focus on
trading comparables, applied on a forward basis. Transaction comparables, applied on a historic basis may
also be considered. The financial metric to which the multiple is applied will depend on the stage of the
company and the sector in which it operates. Typically, mature companies will be valued on the basis of an
EBITDA multiple, while growth companies will be valued on the basis of a sales multiple;
• For assets managed and valued by third-party managers, the valuation methodology of the third-party
manager is reviewed. If deemed appropriate and consistent with reporting standards, the valuation prepared
by the third-party manager will be used.
The Investment Advisor believe that it is appropriate to apply an illiquidity discount to the multiples of comparable
companies when using them to calculate valuations for small, private companies. This discount adjusts for the
difference in size between generally larger comparable companies and the smaller assets being valued. The
illiquidity discount also considers the premium the market gives to comparable companies for being freely
traded or listed securities. The Investment Advisor has determined between 15 per cent. and 25 per cent. to be
an appropriate illiquidity discount with reference to market data and transaction multiples seen in the market in
which the Investment Advisor operates.
Where portfolio investments are held through subsidiary holding companies, the net assets of the holding
company are added to the value of the portfolio investment being assessed to derive the fair value of the holding
company held by the Company.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
75
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
12 Fair value of financial instruments (continued)
Fair value hierarchy – Financial instruments measured at fair value
The Company’s investments in the Subsidiaries at 31 January 2025 are classified as Level 3 (in line with 31 January
2024), given the variation in classification of the underlying assets. The Company values these investments on the
basis of the net asset value of these holdings.
The table below analyses the underlying investments held by the Subsidiaries measured at fair value at the
reporting date by the level in the fair value hierarchy into which the fair value measurement is categorised. The
Board assesses the fair value of the total investment, which includes debt and equity.
The tables below show the gross amount and the net amount of all investments held via the Subsidiaries per the
fair value hierarchy. The net amount includes an accrual for the profit share explained in Note 5.
31 January 2025
Level 1
£
Level 3
£
Total
£
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt) – 61,087,242 61,087,242
Fund investments – 136,460 136,460
Quoted investments 55,835,888 – 55,835,888
Investments at fair value through profit or loss 55,835,888 61,223,702 117,059,590
Other asset and liabilities (held at cost)
– –
1,269,912
Performance fee adjustment (10,466,584) (7,360,488) (17,827,072)
Total
45,369,304 53,863,214 100,502,430
31 January 2024
Level 1
£
Level 2
£
Total
£
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt) – 59,103,536 59,103,536
Fund investments – 451,348 451,348
Quoted investments 48,865,293 5,262,427 54,127,720
Investments at fair value through profit or loss 48,865,293 64,817,311 113,682,604
Other asset and liabilities (held at cost) – – 1,127,547
Performance fee adjustment (8,732,750) (5,355,362) (14,088,112)
Total 40,132,543 59,461,949 100,722,039
76
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
12 Fair value of financial instruments (continued)
The following table, detailing the value of portfolio investments only, shows a reconciliation of the opening balances
to the closing balances for fair value measurements in Level 3 of the fair value hierarchy for the underlying
investments held by the Subsidiaries.
Unquoted investments (including debt)
31 January
2025
£
31 January
2024
£
Balance as at 1 February 59,461,949 50,568,639
Additional investments 4,605,969 3,350,000
Capital distributions from investments (5,986,417) (2,694,081)
Transfer to Level 3 investments – 5,495,557
Change in fair value through profit & loss (4,218,287) 2,741,834
Balance as at 31 January 53,863,214
59,461,949
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs used at 31 January 2025 in measuring
financial instruments categorised as Level 3 in the fair value hierarchy.
Description
Fair value at
31January
2025
£ Significant unobservable inputs
Unquoted private equity investments (including debt) 53,726,754 Sales / EBITDA multiple
Fund investments 136,460 Reported net asset value
Significant unobservable inputs are developed as follows:
• Trading comparable multiple: valuation multiples used by other market participants when pricing comparable
assets. Relevant comparable assets are selected from public companies determined to be proximate to the
investment based on similarity of sector, size, geography or other relevant factors. The valuation multiple for a
comparable company is determined by calculating the enterprise value of the company implied by its market
price as at the reporting date and dividing by the relevant financial metric (sales or EBITDA). An illiquidity
discount may be applied to trading comparable multiples to reflect the impact on valuation of differences in
scale and profile to the company subject to valuation.
• Reported net asset value: for assets managed and valued by a third-party, the manager provides periodic
valuations of the investment. The valuation methodology of the third-party manager is reviewed. If deemed
appropriate and consistent with reporting standards, the Board will adopt the valuation prepared by the third-
party manager. Adjustments are made to third-party valuations where considered necessary to arrive at the
Director’s estimate of fair value.
• Liquidation value: for underperforming assets, the Investment Advisor considers the value recovered in the
event of a liquidation of the asset an appropriate fair value for the asset.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
77
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
12 Fair value of financial instruments (continued)
Although management believes that its estimates of fair value are appropriate, the use of different methodologies
or assumptions could lead to different measurements of fair value. For fair value measurements of Level 3 assets,
changing one or more of the assumptions used to reasonably possible alternative assumptions would have the
following effects on the Level 3 investment valuations:
• For the Company’s investment in mature Level 3 assets, the valuations used in the preparation of the financial
statements imply an average EV to EBITDA multiple of 7.8x (weighted by each asset’s total valuation) (2024:
7.2x). The key unobservable inputs into the preparation of the valuation of mature Level 3 assets was the
EBITDA multiple applied to the asset’s financial forecasts. A sensitivity of 25 per cent. has been applied to
these multiples, in line with the maximum liquidity discount employed in the valuations. If these inputs had
been taken to be 25 per cent. higher, the value of the Level 3 assets and profit for the year would have been
£15,668,759 higher. If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and
profit for the year would have been £15,725,658 lower. A corresponding increase or decrease in the asset’s
financial forecasts would have a similar impact on the Company’s assets and profit.
• For the Company’s investment in growth Level 3 assets, the valuations used in the preparation of the financial
statements imply an average EV to sales multiple of 1.8x (weighted by each asset’s total valuation) (2024:
1.5x). The key unobservable inputs into the preparation of the valuation of growth Level 3 assets were the
sales multiple applied to the asset’s financial forecasts. A sensitivity of 25 per cent. has been applied to these
multiples, in line with the maximum liquidity discount employed in the valuations. If these inputs had been
taken to be 25 per cent. higher, the value of the Level 3 assets and profit for the year would not be impacted.
If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and profit for the year
would not be impacted. A corresponding increase or decrease in the asset’s financial forecasts would have a
similar impact on the Company’s assets and profit.
Classification of financial assets and liabilities
The table below sets out the classifications of the carrying amounts of the Company’s financial assets and liabilities
into categories of financial instruments.
31 January 2025
At fair
value
£
At amortised
cost
£
Total
£
Financial assets
Investments at fair value through profit or loss 100,502,430 – 100,502,430
Cash and cash equivalents – 11,069,366 11,069,366
100,502,430 11,069,366 111,571,796
Financial liabilities
Trade and other payables – 653,033 653,033
Unsecured loan note instruments* – 3,987,729 3,987,729
Zero dividend preference shares** – 11,030,633 11,030,633
– 15,671,395 15,671,395
78
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
12 Fair value of financial instruments (continued)
31 January 2024
At fair
value
£
At amortised
cost
£
Total
£
Financial assets
Investments at fair value through profit or loss 100,722,039 – 100,722,039
Cash and cash equivalents – 14,462,495 14,462,495
100,722,039 14,462,495 115,184,534
Financial liabilities
Trade and other payables – 676,284 676,284
Unsecured loan note instruments* – 3,987,729 3,987,729
Zero dividend preference shares**
– 13,714,191 13,714,191
– 18,378,204 18,378,204
* The Directors consider that the fair value of the unsecured loan note instruments is the same as its carrying value.
** The Directors consider that the fair value of the zero dividend preference shares is £11,020,000 (2024: £12,812,500) calculated
on the basis of the quoted price of the instrument on the London Stock Exchange of 116.00 pence as at 31 January 2025
(2024: 102.50 pence).
13 Cash and cash equivalents
2025
£
2024
£
Current and call accounts 11,069,366 14,462,495
11,069,366 14,462,495
The current and call accounts have been classified as cash and cash equivalents in the Consolidated Statement
of Cash Flows.
14 Trade and other payables
2025
£
2024
£
Trade payables 38,921 91,297
Accrued administration fee 35,988 36,330
Accrued audit fee 45,465 20,918
Accrued professional fee 33,490 29,272
Accrued investment advisor fees 482,435 484,400
Accrued Directors’ fees 14,334 11,667
Other payables 2,400 2,400
Total 653,033 676,284
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
79
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
15 Liabilities
Unsecured Loan Notes (“ULN”)
The Company has issued ULN’s that are redeemable on 24 July 2025, following the extension of their maturity in
July 2024. The Company’s ULN’s are quoted on the Growth Market of the Aquis Stock Exchange. The interest rate
for the period is 8.0 per cent per annum. At 31 January 2025, £3,987,729 (2024: £3,987,729) of ULNs in principal
amount were outstanding. Issue costs totalling £144,236 have been offset against the value of the loan note
instrument and have been amortised over the period to 24 July 2022. The carrying value of the ULNs in issue at
the year end was £3,987,729 (2024: £3,987,729). The total interest expense for the ULNs for the year is £319,018
(2024: £309,049). The carrying value of the ULN is presented under current liabilities in the current period as they
are redeemable within 12-month period from the Consolidated Statement of Assets and Liabilities date. The ULN
has in place Financial Covenants including an Interest Coverage Test (that the ratio of cash and cash equivalents
to interest payable is greater than or equal to 6:1) and a Gross Asset Test (that the ratio of gross asset value to
financial indebtedness of the Company is greater than or equal to 2:1). The Covenants have been met for the years
ended 31 January 2025 and 31 January 2024.
Zero Dividend Preference Shares (“ZDP Shares”)
On 17 December 2021 the Company issued 20,000,000 ZDP Shares at a price of £1 per share, raising £20,000,000.
The Company’s ZDP shares are admitted to trade on the main market of the London Stock Exchange (non-equity
shares and non-voting equity shares, formerly standard listing (shares)). The ZDP Shares will not pay dividends
but have a final capital entitlement at maturity on 16 December 2026 of 129.14 pence per ZDP Share. It should be
noted that the predetermined capital entitlement of a ZDP Share is not guaranteed and is dependent upon the
Company’s gross assets being sufficient on 16 December 2026 to meet the final capital entitlement. Under IAS 32
– Financial Instruments: Presentation, the ZDP Shares are classified as financial liabilities and are held at amortised
cost. Issue costs totalling £573,796 have been offset against the value of the ZDP Shares and are being amortised
over the life of the instrument. In December 2024, the Company completed the repurchase of 3,000,000 ZDP
shares, which are held in treasury. Following this buyback, the Company has 9,500,000 ZDP shares remaining
in issue. The total issue costs expensed in the year ended 31 January 2025 was £69,088 (2024: £115,359). The
carrying value of the ZDP Shares in issue at the year-end was £11,030,633 (2024: £13,714,191). The total finance
charge for the ZDP Shares for the year is £789,942 (2024: £868,190). This includes the ZDP Share finance charge
and the amortisation of the Issue costs.
31 January
2025
£
31 January
2024
£
Balance as at 1 February 13,714,191 20,721,001
ZDP non cash charge 789,942 945,348
Buyback of ZDP shares (3,473,500) (7,952,158)
Total 11,030,633 13,714,191
80
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
16 Share capital
2025
Number
2025
£
2024
Number
2024
£
Authorised share capital
Ordinary shares of 5p each 45,000,000 2,250,000 45,000,000 2,250,000
Called up, allotted and fully paid
Ordinary shares of 5p each 34,616,554 1,730,828 34,616,554 1,730,828
Ordinary shares of 5p each held in treasury (5,314,707) – (4,739,707) –
29,301,847 1,730,828 29,876,847 1,730,828
Share Premium – 13,619,627 – 13,619,627
No shares were issued during the year ended 31 January 2025 and year ended 31 January 2024.
During the year ended 31 January 2025, the Company repurchased 575,000 shares into treasury (2024: transferred
211,868 out of treasury to the Trust) with a total value of £872,064 (2024: £350,006). These shares are held as
treasury shares.
During the year ended 31 January 2025, the Trust purchased 286,781 shares (2024: 301,684 shares) with a total
value of £474,076 (2024: £525,920). 163,513 shares vested to Participants in the year ended 31 January 2025
(2024: 257,061). At 31 January 2025 1,669,961 shares were held by the Trust (2024: 1,546,693) (see note 7).
17 Basic and diluted profit / (loss) per share (pence)
Basic profit per share for the year ended 31 January 2025 is 0.29 pence (2024: basic loss per share of 1.39 pence).
This is calculated by dividing the profit of the Group for the year attributable to the ordinary shareholders of
£81,624 (2024: loss of £396,462) divided by the weighted average number of shares outstanding, excluding the
shares of the EBT subsidiary, during the year of 28,069,697 (2024: 28,469,486 shares). The basic loss per share
for the year ended 31 January 2024 has been restated to exclude the shares of the EBT subsidiary from the
weighted average number of outstanding shares so that it is consistent with the calculation for the year ended
31 January 2025.
Diluted profit per share for the year ended 31 January 2024 is 0.27 pence (2024: diluted loss per share of
1.33 pence). This is calculated by dividing the profit of the Group for the year attributable to ordinary shareholders
of £81,624 (2023: loss of £396,462) divided by the weighted average number of shares outstanding, including the
shares of the EBT subsidiary, during the year of 29,735,363 (2024: 29,832,732 shares).
18 NAV per share (pence)
The Group’s NAV per share of 327.52 pence (2024: 324.26 pence) is based on the net assets of the Group at the
year-end of £95,968,629 (2024: £96,879,976) divided by the outstanding shares of 29,301,847 (2024: 29,876,847).
The shares of the EBT subsidiary are included in the outstanding shares when calculating the Company’s NAV per
share to ensure that the NAV per share is stable in the event of share purchases made by the EBT subsidiary or
the vesting of shares of the EBT subsidiary.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
81
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
19 Net cash used in operating activities
Reconciliation of profit before finance cost and tax to net cash used in operating activities:
2025
Group
£
2024
Group
£
Profit / (loss) for the year before taxation 81,624 (396,462)
Adjustments for non-cash income / expense
Net fair value movement on investments (3,443,032) (3,384,604)
Interest on unsecured loan note instruments 319,018 309,049
Zero dividend preference shares finance charge 789,942 868,190
Loss before finance cost (2,252,448) (2,603,827)
Adjustments:
Share-based payment expense 308,433 339,593
Purchase of investments (4,605,969) (3,350,000)
Proceeds from investments 8,268,610 6,425,542
1,718,626 811,308
Working capital changes
Movement in trade and other receivables and prepayments 5,418 14,253
Movement in trade and other payables (23,251) 79,494
Non-cash items
Effect of exchange rate fluctuations on cash and cash equivalents 845 1,294
Net cash generated from operating activities 1,701,638 906,349
20 Financial instruments
The Company’s financial instruments comprise:
• Investments in listed and unlisted companies held by Subsidiaries, comprising equity and loans
• Cash and cash equivalents, ZDP shares and unsecured loan note instruments; and
• Accrued interest and trade and other receivables, accrued expenses and trade and other payables.
Financial risk management objectives and policies
The main risks arising from the Company’s financial instruments are liquidity risk, credit risk, market price risk and
interest rate risk. None of those risks are hedged. These risks arise through directly held financial instruments and
through the indirect exposures created by the underlying financial instruments in the Subsidiaries. These risks are
managed by the Directors in conjunction with the Investment Advisor. The Investment Advisor is responsible for
day to day management of financial instruments in the Subsidiaries.
Capital management
The Company’s capital comprises share capital, share premium and reserves and is not subject to externally
imposed capital requirements.
82
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
20 Financial instruments (continued)
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company’s liquid assets
comprise cash and cash equivalents and trade and other receivables, which are readily realisable.
Residual contractual maturities of financial assets
31 January 2025
Less than
1 Month
£
1 – 3
Months
£
3 months
to 1 year
£
1 – 5
years
£
Over
5 years
£
No stated
maturity
£
Financial assets
Cash and cash equivalents 11,069,366 – – – – –
Total 11,069,366 – – – – –
31 January 2024
Less than
1 Month
£
1 – 3
Months
£
3 months
to 1 year
£
1 – 5
years
£
Over
5 years
£
No stated
maturity
£
Financial assets
Cash and cash equivalents 14,462,495 – – – – –
Total 14,462,495 – – – – –
Residual contractual maturities of financial liabilities
31 January 2025
Less than
1 Month
£
1 – 3
Months
£
3 months to
1 year
£
1 – 5
years
£
Over
5 years
£
No stated
maturity
£
Financial liabilities
Trade and other payables 653,033 – – – – –
Loan note instruments – – 3,987,729 – – –
Zero dividend preference
shares – – – 12,267,960 – –
Total 653,033 – 3,987,729 12,267,960 – –
31 January 2024
Less than
1 Month
£
1 – 3
Months
£
3 months to
1 year
£
1 – 5
years
£
Over
5 years
£
No stated
maturity
£
Financial liabilities
Trade and other payables 676,284 – – – – –
Loan note instruments – – 3,987,729 – – –
Zero dividend preference
shares – – – 16,142,500 – –
Total 676,284 – 3,987,729 16,142,500 – –
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
83
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
20 Financial instruments (continued)
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has
entered into with the Company.
The Company, through its interests in Subsidiaries, has advanced loans to a number of private companies
which exposes the Company to significant credit risk. The loans are advanced to unquoted private companies,
which have no credit risk rating. They are entered into as part of the investment strategy of the Company and its
Subsidiaries, and credit risk is managed by taking security where available (typically a floating charge) and the
Investment Advisor taking an active role in the management of the borrowing companies.
Although the Investment Advisor looks to set realistic repayment schedules, it does not necessarily view a
portfolio company not repaying on time and in full as ‘underperforming’ and seeks to monitor each portfolio
company on a case-by-case basis. However, in all cases the Investment Advisor reserves the right to exercise
step in rights. In addition to the repayment of loans advanced, the Company and Subsidiaries will often arrange
additional preference share structures and take significant equity stakes so as to create shareholder value. It is the
performance of the combination of all securities including third-party debt that determines the Company’s view
of each investment.
At the reporting date, the Company’s financial assets exposed to credit risk amounted to the following (excluding
exposure in the underlying Subsidiaries):
2025
£
2024
£
Cash and cash equivalents 11,069,366 14,462,495
Total 11,069,366 14,462,495
Cash balances are placed with HSBC Bank plc, Barclays Bank plc and Santander Financial Services plc, all of
which have the credit rating of A1 Stable (Moody’s).
Market price risk
Market price risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market
prices (other than those arising from interest rate risk or currency risk). The Company is exposed to a market price
risk via its equity investments held through its interests in Subsidiaries, which are stated at fair value.
Market price risk sensitivity
The Company is exposed to market price risk with regard to its underlying equity interests in a number of quoted
and unquoted companies which are stated at fair value. Luceco plc was quoted on the Main Market of the London
Stock Exchange at 31 January 2025.
If Luceco plc’s share price had been 5.0 per cent. higher than actual close of market on 31 January 2025, EPE
Special Opportunities Limited’s NAV per share would have been 2.3 per cent. (2024: 2.0 per cent.) higher than
reported. If Luceco’s share price had been 5.0 per cent. lower than actual close of market on 31 January 2025,
EPE Special Opportunities Limited’s NAV per share would have been 2.3 per cent. (2024: 2.0 per cent.) lower than
reported. These movements would have had a corresponding effect on the profit for the year.
84
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
20 Financial instruments (continued)
Interest rate risk
The Company is exposed to interest rate risk through its unsecured loan note instruments and on its cash
balances. Most of the loans are at fixed rates. Cash balances earn interest at variable rates. The unsecured loan
note instruments carry fixed interest rates.
The table below summarises the Company’s exposure to interest rate risks. It includes the Company’s financial
assets and liabilities at the earlier of contractual re-pricing or maturity date, measured by the carrying values of
assets and liabilities:
31 January 2025
Less than
1 month
£
1 month
to 1 year
£
1 – 5 years
£
Over
5 years
£
Non‑
interest
bearing
£
Total
£
Assets
Receivables and cash
Cash and cash equivalents 11,069,366 – – – – 11,069,366
Total financial assets 11,069,366 – – – – 11,069,366
Liabilities
Financial liabilities measured at
amortised cost
Trade and other payables – – – – (653,033) (653,033)
Unsecured loan note instruments – (3,987,729) – – – (3,987,729)
Total financial liabilities – (3,987,729) – – (653,033) (4,640,762)
31 January 2024
Less than
1 month
£
1 month
to 1 year
£
1 – 5 years
£
Over
5 years
£
Non‑
interest
bearing
£
Total
£
Assets
Receivables and cash
Cash and cash equivalents 14,462,495 – – – – 14,462,495
Total financial assets 14,462,495 – – – – 14,462,495
Liabilities
Financial liabilities measured at
amortised cost
Trade and other payables – – – – (676,284) (676,284)
Unsecured loan note instruments – (3,987,729) – – – (3,987,729)
Total financial liabilities – (3,987,729) – – (676,284) (4,664,013)
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
85
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
20 Financial instruments (continued)
Interest rate sensitivity
The Company is exposed to market interest rate risk via its cash balances and unsecured loan note instruments. A
sensitivity analysis has not been provided as it is not considered significant to Company performance.
Currency risk
The Group has no significant exposure to foreign currency risk.
Exposure to other market price risk
The Investment Advisor monitors the concentration of risk for equity and debt securities based on counterparties
and industries (and geographical location). The Company’s underlying investments including bank deposits held
through its Subsidiaries are concentrated in the following industries.
2025
%
2024
%
Consumer and Retail 43 49
Engineering, Manufacturing and Distribution 45 37
Bank Deposits 12 14
100 100
The Group notes that there was a concentration on the Engineering, Manufacturing and Distribution sector,
representing 45 per cent. of investments for the year ended 31 January 2025 (2024: Consumer and Retail sector
representing 49 per cent.). The Company monitors carefully the sector concentration risk across the portfolio.
Operational risk
‘Operational risk’ is the risk of direct or indirect loss arising from a wide variety of causes associated with the
processes, technology and infrastructure supporting the Company’s activities (both at the Company and at its
service providers) and from external factors (other than credit, market and liquidity risks) such as those arising
from legal and regulatory requirements and generally accepted standards of investment management behaviour.
The Company’s objective is to manage operational risk so as to balance the limitation of financial losses and
damage to its reputation with achieving its investment objective of generating returns to investors.
The primary responsibility for the development and implementation of controls over operational risk rests with the
Board of Directors. This responsibility is supported by the development of overall standards for the management
of operational risk, which encompasses the controls and processes at the service providers and the establishment
of service levels with the service providers, in the following areas:
• documentation of controls and procedures;
• requirements for:
– appropriate segregation of duties between various functions, roles and responsibilities;
– reconciliation and monitoring of transactions; and
– periodic assessment of operational risk faced;
86
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
20 Financial instruments (continued)
Operational risk (continued)
• the adequacy of controls and procedures to address the risks identified;
• compliance with regulatory and other legal requirements;
• development of contingency plans;
• training and professional development;
• ethical and business standards; and
• risk mitigation, including insurance if this is effective.
The Company’s key service providers include the following:
• Administrator: Langham Hall Fund Management (Jersey) Limited
• Investment Advisor: EPIC Investment Partners LLP
• Financial Administrator: EPIC Administration Limited
• Nominated Advisor and Broker: Deutsche Numis
• Registrar and CREST Providers: Computershare Investor Services (Jersey) Limited
The Directors’ assessment of the adequacy of the controls and processes in place at the service providers with
respect to operational risk is carried out via regular discussions with the service providers as well as site visits to
their offices. The Company also undertakes periodic third-party reviews of service providers’ activities.
21 Directors’ interests
Four of the Directors have interests in the shares of the Company as at 31 January 2025 (2024: four). Clive Spears
holds 70,520 ordinary shares (2024: 63,010). Heather Bestwick holds 58,110 ordinary shares (2024: 50,600). David
Pirouet holds 41,145 ordinary shares (2024: 33,635). Michael Gray holds 18,620 ordinary shares (2024: 11,627).
22 Related parties
The Company has no ultimate controlling party.
Directors’ fees during the year amounted to £149,290 (2024: £162,474) of which £14,333 is accrued as at
31 January 2025 (2024: £11,667).
There were no shares re-acquired from related parties during the year ended 31 January 2025 (2024: nil). Certain
Directors of the Company and other participants are incentivised in the form of equity settled share-based
payment transactions, through a Jointly Owned Share Plan (see note 7).
Details of remuneration payable to key service providers are included in note 5 to the financial statements.
Performance fees are paid to the Investment Advisor following the realisation of the investments held by the Subsidiaries
and the accrual for this performance fee is deducted in calculating the fair value of Subsidiaries (see note 5).
In December 2021, ESO Alternative Investments LP invested €10 million into EPIC Acquisition Corp (“EAC”), a
special purpose acquisition company (“SPAC”) and EAC’s sponsor, EAC Sponsor Limited (the “Sponsor”). The
Sponsor was jointly led by the Investment Advisor and TT Bond Partners (an independent party). In February 2024,
the realisation of the investment in EPIC Acquistion Corp was completed, realising €6.2 million. The realisation
from EAC Sponsor Limited remains subject to the completion of the liquidation.
Notes to the Consolidated Financial Statements
For the year ended 31 January 2025 (continued)
87
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
22 Related parties (continued)
In May 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested £1.5 million to reduce
Rayware’s senior debt.
In June 2024, the Company, through its subsidiary ESO Investments 1 Limited, invested £0.4 million in Whittard. The
cash was returned by Whittard in two equal instalments of £0.2 million in October 2024 and in December 2024.
In July 2024, the Company agreed the extension of the maturity of £4.0 million unsecured loan notes to 24 July
2025. Delphine Brand, a Managing Partner of EPIC and a connected party of Giles Brand (a person discharging
managerial responsibilities (“PDMR”) for the Company), is a minority holder of the unsecured loan notes.
In October 2024, the Company through its subsidiary ESO Investments 1 Limited, invested £2.0 million to reduce
Rayware’s senior debt and has a £1.0 million contingent guarantee outstanding to Rayware’s third-party lenders
as at 31 January 2025.
In January 2025, the Company, through its subsidiary ESO Investments 1 Limited, invested £0.7 million to reduce
David Philips’s senior debt.
Giles Brand, Managing Partner of the Investment Advisor, is a director of Luceco plc and Hamsard 3145 Limited
(trading as Whittard of Chelsea).
23 Commitments and Contingencies
As at 31 January 2025, ESO Investments 1 Limited has a contingent guarantee of £1.0 million outstanding (2024:
£1.75 million) in favour of Rayware and its third-party debt providers.
24 Other information
The revenue and capital reserves are presented in accordance with the Board of Directors’ agreed principles,
which are that the net gain / loss on investments is allocated to the capital reserve and all other income and
expenses are allocated to the revenue reserve and other equity. The total reserve of the Company for the year
ended 31 January 2025 is £80,618,174 (2024: £81,529,521).
25 Subsequent events
There were no subsequent events after the end of reporting period.
88
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Alternative Performance Measures
An Alternative Performance Measure (APM) is a numerical measure of the Group’s historical or current performance.
The Board uses APMs, which are non-GAAP metrics, to monitor the Company’s financial performance. These APMs
serve as the basis for the financial metrics discussed in this review. The Board believes that APMs, alongside GAAP
measures, assists shareholders in assessing the Company’s investments and the execution of its investment strategy.
Measures Definition
Premium / Discount to NAV The amount by which the share price of the Company is either higher (premium) or lower
(discount) than the NAV per share, expressed as a percentage of the NAV pershare.
Please find a reconciliation to the NAV per share of the Company below
31 January
2025
31 January
2024
Share price (pence) 149 165
NAV per share (pence) 328 324
Discount to NAV (%)
55% 49%
EBITDA Earnings before interest, taxation, depreciation and amortisation.
This measure is calculated at the level of the underlying portfolio and therefore is not
directly reconcilable to GAAP metrics in the financial statements.
EV / EBITDA multiple The EV / EBITDA multiple is calculated by dividing a company’s Enterprise Value (‘EV’)
by its annual EBITDA. The mature unquoted asset valuation EV / EBITDA multiple
quoted in the report is weighted by the Fair Value of the underlying investments, and
excludes assets at a pre-profitability growth stage.
This measure is calculated at the level of the underlying portfolio and therefore is not
directly reconcilable to GAAP metrics in the financial statements.
31 January
2025
31 January
2024
Mature unquoted asset valuation 7.8x 7.2x
EV / Sales multiple The EV / Sales multiple is calculated by dividing a company’s EV by its annual Sales.
This measure is calculated at the level of the underlying portfolio and therefore is not
directly reconcilable to GAAP metrics in the financial statements.
IRR The gross Internal Rate of Return (“IRR”) of an investment or set of investments,
calculated as the annual compound rate of return on the investment cashflows. Gross
IRR does not reflect expenses to be borne by the relevant fund or its investors, including
performance fees, management fees, taxes and organisational or transaction expenses.
This measure is calculated at the level of the underlying portfolio and therefore is not
directly reconcilable to GAAP metrics in the financial statements.
31 January
2025
31 January
2024
Portfolio IRR 22% 22%
EPIC IRR 15% 15%
89
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Measures Definition
Liquidity Company liquidity is calculated as cash balances held by the Company, inclusive of
cash held by Subsidiaries in which the Company is the sole investor.
Please find a reconciliation to the cash balances held by the Company below.
31 January
2025
31 January
2024
Cash held by the Company 11,069,366 14,462,495
Cash held by the Subsidiaries 803,521 868,510
Total liquidity 11,872,887 15,331,005
Portfolio Sales CAGR The portfolio sales compound annual growth rate (“CAGR”) is calculated on the basis
of the CAGR implied by the sum of the annual sales for the portfolio companies’ latest
completed financial year vs. the prior three year period.
This measure is calculated at the level of the underlying portfolio and therefore is not
directly reconcilable to GAAP metrics in the financial statements.
31 January
2025
31 January
2024
Portfolio Sales CAGR 5% 8%
MM The Money Multiple (“MM”) is calculated as the total gross realisations from an investment
or set of investments, divided by the total cost of the investment. Gross money multiple
does not reflect expenses to be borne by the relevant fund or its investors, including
performance fees, management fees, taxes and organisational or transaction expenses.
This measure is calculated at the level of the underlying portfolio and therefore is not
directly reconcilable to GAAP metrics in the financial statements.
31 January
2025
31 January
2024
Portfolio MM 3.4x 3.1x
EPIC MM 2.3x 2.3x
NAV per share The Group’s NAV per share is calculated as the net assets of the Group at the year-end
divided by the outstanding shares.
The shares of the EBT subsidiary are included in the outstanding shares when calculating
the Company’s NAV per share to ensure that the NAV per share is stable in the event of
share purchases made by the EBT subsidiary or the vesting of shares of the EBT subsidiary.
31 January
2025
31 January
2024
Net asset value (£) 95,968,629 96,879,976
Outstanding shares 29,301,847 29,876,847
NAV per share (pence) 327.52 324.26
90
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Measures Definition
Net Debt Net Debt is calculated as the total third-party debt of a portfolio company, less cash balances.
This measure is calculated at the level of the underlying portfolio and therefore is not directly
reconcilable to GAAP metrics in the financial statements.
Portfolio Leverage Portfolio Leverage is calculated as the aggregate Net Debt of the portfolio, divided by
the aggregate annual EBITDA of the portfolio.
This measure is calculated at the level of the underlying portfolio and therefore is not
directly reconcilable to GAAP metrics in the financial statements.
31 January
2025
31 January
2024
Portfolio Leverage 1.2x 1.4x
Annualised Net Asset Value
Per Share return
The annualised net asset value per share return is calculated as the CAGR implied by
the Company’s net asset value per share vs. the net asset value per share 10 years prior.
Please find a reconciliation to the share price of the Company below:
31 January
2025
31 January
2024
Company’s net asset value per share 10 years prior
to the year end (pence) 142 135
Company’s net asset value per share at the year end
(pence) 328 324
Annualised Net Asset Value Per Share return (%) 9% 9%
Alternative Performance Measures
(continued)
91
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
Percentage holding
Giles Brand 36.3%
Corporation of Lloyds 8.5%
First Equity 7.7%
Boston Trust Company Limited (Trustee to the ESO JOSP Scheme) 4.6%
Asset Value Investors 3.6%
Lombard Odier Darier Hentsch 3.6%
Total over 3% holding 64.2%
Unaudited schedule of shareholders holding
over 3% of issued shares
As at 31 January 2025
92
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
For Your Notes
Directors
C.L. Spears (Chairman)
H. Bestwick
D.R. Pirouet
M.M. Gray
H. MacCallum (appointed on
17October 2024)
Investment
Advisor
EPIC Investment Partners LLP
Audrey House
16-20 Ely Place
London EC1N 6SN
Auditors and
Reporting
Accountants
PricewaterhouseCoopers CI LLP
37 Esplanade
St Helier, Jersey
Channel Islands JE1 4XA
Bankers
Barclays Bank plc
1 Churchill Place
Canary Wharf
London E14 5HP
HSBC Bank plc
1st Floor
60 Queen Victoria Street
London EC4N 4TR
Santander International
PO Box 545
19-21 Commercial Street
St Helier, Jersey, JE4 8XG
Administrator
and Company
Address
Langham Hall Fund Management
(Jersey) Limited
Gaspe House
66-72 Esplanade, St Helier
Jersey JE1 2LH
Financial
Administrator
EPIC Administration Limited
Audrey House
16-20 Ely Place
London EC1N 6SN
Nominated
Advisor and
Broker
Deutsche Numis
45 Gresham Street
London EC2V 7BF
Registered
Agent
(Bermuda)
Conyers Dill & Pearman
Clarendon House, 2 Church Street
Hamilton HM 11
Bermuda
Registrar
and CREST
Providers
Computershare Investor Services
(Jersey) Limited
Queensway House
Hilgrove Street
St. Helier JE1 1ES
Investor
Relations
Richard Spiegelberg
Cardew Company
29 Lincoln’s Inn Fields
London WC2A 3EG
Company Information
93
EPE Special Opportunities Limited
Report and Accounts for the year ended 31 January 2025
EPE Special Opportunities
Registered in Bermuda number 53954. The Company’s ordinary shares are quoted on the AIM Market of the London Stock Exchange,
and the Growth Market of the Aquis Stock Exchange (formerly the NEX Exchange). The Company’s ULN’s are quoted on the Aquis Stock
Exchange. The Company’s zero dividend preference shares are admitted to trade on the main market of the London Stock Exchange
(non-equity shares and non-voting equity shares, formerly standard listing (shares)). The Company is advised by EPIC Investment
Partners LLP.
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