EPE Special Opportunities Limited

("ESO" or the "Company")

 

Interim Report and Unaudited Condensed Financial Statements for the six months ended 31 July 2023

 

The Board of EPE Special Opportunities is pleased to announce the Company's Interim Report and Unaudited Condensed Financial Statements for the six months ended 31 July 2023.

 

Summary

 

·     The Company's portfolio has continued to experience headwinds from an adverse macro-economic environment in the six months ended 31 July 2023. The Board and Investment Advisor note that there are indications that the trading environment is stabilising and are hopeful of improvements in the coming period. In the near term however, ongoing market uncertainty presents a difficult environment for acquisitions or disposals within the portfolio given the lack of alignment in pricing expectations between buyers and sellers. The Board and Investment Advisor remain focused on managing the portfolio through the continuing turbulence and ensuring it is well placed to take advantage of improvements in market conditions as they develop over the next year, with value creation plans extending beyond the likely period of market dislocation.

 

·     The net asset value ("NAV") per share of the Company as at 31 July 2023 was 308 pence, representing a decrease of 6 per cent. on the NAV per share of 328 pence as at 31 January 2023.

 

·     The share price of the Company as at 31 July 2023 was 148 pence, representing a decrease of 13 per cent. on the share price of 170 pence as at 31 January 2023.

 

·     In September 2023, Luceco plc ("Luceco") released its results for the six months ended 30 June 2023. The group announced sales of £101 million and adjusted operating profit of £11 million, ahead of expectations. The business reported net debt of 1.3x LTM EBITDA as at 30 June 2023, providing facility headroom to support organic investment and M&A.

 

·     The Rayware Group ("Rayware") has faced a difficult trading environment with sales impacted by customer destocking and weakened consumer demand, and profitability impacted by freight costs and supply chain disruption. The business appointed a new Head of US Sales and Marketing in June 2023, Naddia Prandelli, to support the business' growth strategy in the market. In July 2023, ESO Investments 1 Limited invested £2.6 million to reduce the business' indebtedness and has undertaken to provide £2.5m of funding by way of a contingent guarantee to Rayware's third party lenders, should such an injection be required in due course.

 

·     Whittard of Chelsea ("Whittard") has performed pleasingly, with strong growth in the business' retail estate supported by improved domestic and tourist volumes. Whittard has continued to develop its international presence, with the business' South Korean franchise partner opening a new store in Samsung Town in April 2023 and new wholesale accounts secured in North America.

 

·     David Phillips is focused on achieving further sales growth, led by the business' built-to-rent ("BTR") and other project-based divisions. The business is targeting improved profitability as actions taken in the last two years in response to the inflationary environment begin to deliver returns.

 

·     Pharmacy2U has successfully maintained its growth trajectory, supported by strong growth in its NHS online prescription channel. In November 2022, the business appointed a new chairperson, Deidre Burns, and a new CEO, Kevin Heath.

 

·     Since the investment in October 2023, Denzel's has successfully completed the appointment of a number of key roles, including Head of Marketing and Head of E-commerce. The business has continued to grow its distribution with the introduction of new product ranges and has launched a new website.

 

·     In April 2023, EPIC Acquisition Corp ("EAC") announced the extension of its business combination period, with an initial three-month extension to 25 July 2023 and the option to further extend by one month at a time up until a final business combination date of 25 January 2024. EAC announced a further extension to 25 September 2023 in August 2023. EAC continues to actively source and review a pipeline of targets.

 

·       In July 2023, the Company completed the realisation of its holdings in Atlantic Credit Opportunities Fund and in August 2023 completed the realisation of its holdings in Prelude Structured Alternatives Master Fund LP.

 

·     The Company had cash balances of £16.3 million¹ as at 31 July 2023. The Board continue to focus in particular on maintaining satisfactory liquidity during the current period of market uncertainty. In July 2023, the Company agreed the extension of the maturity of £4.0 million of unsecured loan notes to July 2024. In July 2023, the Company completed the buyback of 7.5 million zero dividend preference ("ZDP") shares. Following this buyback, the Company has 12.5 million ZDP shares remaining in issue, maturing in December 2026. The Company has no other third-party debt outstanding.

 

·     As at 31 July 2023, the Company's unquoted portfolio was valued at a weighted average EBITDA to enterprise value multiple of 7.0x (excluding assets investing for growth) and the portfolio has a low level of third party leverage with net debt at 1.2x EBITDA in aggregate.

 

Mr Clive Spears, Chairman, commented: "We have experienced a difficult macro-economic environment in the period, and as such have adopted a prudent approach to positioning the portfolio for long term growth and ensuring the Company is well equipped to navigate these challenges. The Board would like to extend its thanks to the Investment Advisor and the management teams of the Company's portfolio for their hard work during a challenging period. The Board looks forward to updating shareholders with further progress at the year end."

 

The Company's Interim Report and Unaudited Condensed Financial Statements can be viewed at the Company's website at the following address: https://www.epespecialopportunities.com/reports-and-accounts.php.

 

The person responsible for releasing this information on behalf of the Company is Amanda Robinson of Langham Hall Fund Management (Jersey) Limited.

 

Note 1: Company liquidity is stated inclusive of cash held by subsidiaries in which the Company is the sole investor.

 

Enquiries:

 

EPIC Investment Partners LLP	+44 (0) 207 269 8865 Alex Leslie
Langham Hall Fund Management (Jersey) Limited	+44 (0) 15 3488 5200 Amanda Robinson
Cardew Group Limited	+44 (0) 207 930 0777 Richard Spiegelberg
Numis Securities Limited	+44 (0) 207 260 1000
Nominated Advisor:	Stuart Skinner
Corporate Broker:	Charles Farquhar

 

 

The Chairman's Statement

 

The Company's portfolio has continued to experience headwinds from an adverse macro-economic environment in the six months ended 31 July 2023. The Board and Investment Advisor note that there are indications that the trading environment is stabilising and are hopeful of improvements in the coming period. In the near term however, ongoing market uncertainty presents a difficult environment for further acquisitions or disposals within the portfolio given the lack of alignment in pricing expectations between buyers and sellers. The Board and Investment Advisor remain focused on managing the portfolio through the continuing turbulence and ensuring it is well placed to take advantage of improvements in market conditions as they develop over the next year, with value creation plans extending beyond the likely period of market dislocation.

 

The net asset value ("NAV") per share of the Company as at 31 July 2023 was 308 pence, representing a decrease of 6 per cent. on the NAV per share of 328 pence as at 31 January 2023. The share price of the Company as at 31 July 2023 was 148 pence, representing a decrease of 13 per cent. on the share price of 170 pence as at 31 January 2023. The share price of the Company represents a discount of 52% to the NAV per share of the Company as at 31 July 2023. 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 focused on positioning the portfolio to navigate market conditions, while progressing value creation plans;

 

·    Luceco plc ("Luceco") released its results for the six months ended 30 June 2023 announcing sales of £101 million and adjusted operating profit of £11 million, ahead of expectations.

 

·    The Rayware Group ("Rayware") has faced a difficult trading environment with sales impacted by customer destocking and weakened consumer demand, and profitability impacted by freight costs and supply chain disruption.

 

·    Whittard of Chelsea ("Whittard") has performed pleasingly, with strong growth in the business' retail estate supported by improved domestic and tourist volumes.

 

·    David Phillips has focused on achieving further sales growth, led by the business' built-to-rent ("BTR") and other project-based divisions.

 

·    Pharmacy2U has successfully maintained its growth trajectory, supported by strong growth in its NHS online prescription channel.

 

·    Denzel's has continued to grow its distribution with the introduction of new product ranges and has launched a new website.

 

·    EPIC Acquisition Corp ("EAC") announced the extension of its business combination period in April 2023, with an initial three-month extension to 25 July 2023 and the option to further extend by one month at a time up until to a final business combination date of 25 January 2024. EAC announced a further extension to 25 September 2023 in August 2023.

 

The Company successfully completed the following investments and realisations in the period;

 

·    In July 2023, the Company, through its subsidiary ESO Investments 1 Limited, invested £2.6 million in Rayware, reducing the business' senior debt and committed to provide up to £2.5m of funding via a contingent guarantee to Rayware's third party lenders.

 

·    In July 2023, the Company completed the realisation of its holdings in Atlantic Credit Opportunities Fund and in August 2023 completed the realisation of its holdings in Prelude Structured Alternatives Master Fund LP.

 

The Company had cash balances of £16.3 million¹ as at 31 July 2023. The Board continue to focus in particular on maintaining satisfactory liquidity during the current period of market uncertainty. In July 2023, the Company agreed the extension of the maturity of £4.0 million of unsecured loan notes to July 2024. In July 2023, the Company completed the buyback of 7.5 million zero dividend preference ("ZDP") shares. Following this buyback, the Company has 12.5 million ZDP shares remaining in issue, maturing in December 2026 and implying a final redemption value of £16.1 million. The Company has no other third-party debt outstanding.

 

The Board would like to extend its thanks to the Investment Advisor and the management teams of the Company's portfolio companies for their hard work during a challenging period. The Board looks forward to updating shareholders with further progress at the year end.

 

 

                Clive Spears

                Chairman

                14 September 2023

 

¹ Company liquidity is stated inclusive of cash held by subsidiaries in which the Company is the sole investor.

 

 

Investment Advisor's Report

 

The Company's portfolio has faced a difficult backdrop of inflationary and recessionary pressures, with the Investment Advisor working alongside management teams to position the portfolio to navigate this environment. Furthermore, the Company has taken prudent actions to de-risk its capital structure in the period. The Company improved its liquidity by electing to extend the maturity of its £4.0 million unsecured loan notes to July 2024. This supported the retirement of 7.5 million of its ZDP shares, decreasing the redemption amount payable at maturity in December 2026.

 

The Net Asset Value ("NAV") per share of the Company as at 31 July 2023 was 308 pence, representing a decrease of 6 per cent. on the NAV per share of 328 pence as at 31 January 2023. The share price of the Company as at 31 July 2023 was 148 pence, representing a decrease of 13 per cent. on the share price of 170 pence as at 31 January 2023.

 

The Company maintains strong liquidity and prudent levels of third party leverage. The Company had cash balances of £16.3 million¹ as at 31 July 2023, which are available to support the portfolio, meet committed obligations and deploy into attractive investment opportunities. Net debt in the underlying portfolio stands at 1.2x EBITDA in aggregate.

 

The Company's unquoted private equity portfolio is valued at a weighted average enterprise value to EBITDA multiple of 7.0x 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. Given the use of quoted comparables and actual financial results, the valuation reflects the fair value of assets as at the balance sheet date. The Investment Advisor notes that the fair market value of the portfolio remains exposed to a volatile macro environment and equity market valuations.

 

In July 2023, the Company completed the repurchase of 7.5 million of its ZDP shares in the market (or 38 per cent. of the Company's issued ZDP share capital) at a weighted average share price of 105 pence.

 

Luceco released its results for the six months ended 30 June 2023 in September 2023. The business announced trading ahead of expectations, with sales of £101 million in the period. The business reported adjusted operating profit of £11 million for the interim period and provided guidance for the full year at the upper end of market expectations. Performance benefitted from the end of customer destocking and improving gross margin. Net debt was 1.3x LTM EBITDA as at 30 June 2023, at the lower end of the business' target range. The business noted that its latest acquisitions, SyncEV and D W Windsor, were both performing well following their integration.

 

Rayware's trading has been impacted by customer destocking, decreased consumer confidence and inflationary pressures. The business appointed a new Head of US Sales and Marketing in June 2023, Naddia Prandelli, who has over 20 years experience in branded homewares sales. In July 2023, the Company, through its subsidiary ESO Investments 1 Limited, invested £2.6 million, reducing the business' senior debt and committed to provide up to £2.5m of funding via a contingent guarantee to Rayware's third party lenders.

 

Whittard of Chelsea has delivered strong sales growth, with the business' retail channel trading ahead of budget and the prior year, despite market headwinds. Consumers' return to offline channels has, however, implied a partial normalisation in the business' online performance. Whittard's South Korean franchise partner progressed its store rollout in the period, opening a new store in Samsung Town. The business also continued to expand its marketing channels, launching their first UK TV advertising campaign in February 2023.

 

David Phillips has developed a strong pipeline of projects across its build-to-rent and fitted furniture divisions, providing top line momentum in the coming period. The business has maintained prudent cost control and improved produce pricing and sourcing strategies, which are expected to improve profitability in the near term.

 

Pharmacy2U has delivered strong sales growth within its NHS online prescription channel, trading ahead of budget and the prior year. In November 2022, the business appointed Deirdre Burns as chairperson and Kevin Heath as CEO. Deirdre has broad-ranging experience as a chairperson of private equity backed companies across the health and care sectors. Kevin has more than 20 years' experience in pharmacy, having previously held senior positions at Walgreens Boots Alliance, including as an executive board director.

 

Denzel's has utilised the investment raised in October 2022 to help accelerate the development of its team and operational platform, whilst continuing to grow sales year-on-year. Notable new hires include the Head of Marketing and Head of E-commerce. The business recently re‑launched its website to improve functionality and offer an enhanced subscription offering to customers. Future growth plans are focused on the launch of new products and expansion of offline and online sales channels.

 

EAC announced the extension of its business combination period in April 2023, with an initial three-month extension to 25 July 2023 and the option to further extend by one month at a time up until to a final business combination date of 25 January 2024. EAC announced a further extension to 25 September 2023 in August 2023. EAC continues to actively source and review a pipeline of potential business combination targets.

 

The Investment Advisor continues to monitor the Company's credit fund investments. European Capital Private Debt Fund has completed its investment period and is distributing capital to the Company. In July 2023, the Company completed the realisation of its holdings in Atlantic Credit Opportunities Fund and in August 2023 completed the realisation of its holdings in Prelude Structured Alternatives Master Fund LP.

 

The Investment Advisor would like to express its appreciation to the management and employees of the portfolio for their dedication during a challenging period. The Investment Advisor thanks the Board and the Company's shareholders for their continued support.

 

 

EPIC Investment Partners LLP

Investment Advisor to the Company

14 September 2023

               

¹ Company liquidity is stated inclusive of cash held by subsidiaries in which the Company is the sole investor

 

Report of the Directors

 

Principal activity

 

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 Unsecured Loan Notes ("ULN") are quoted on the Aquis Stock Exchange.

 

The Company's Zero Dividend Preference Shares ("ZDP") are admitted to trade on the main market of the London Stock Exchange (standard listed). It was identified that the 31 January 2023 accounts did not include certain disclosures and requirements necessitated by the main market listing of the ZDP shares. Detailed review is being performed by management to consider obligations and reporting requirements in accordance with the Listing Rules and DTR for the standard listed segment (shares) on the London Stock Exchange. The format of the Interim Review has been updated to include the required disclosures, and the annual report will also be updated on this basis going forward.

 

The principal activity of the Company and its Subsidiaries is to arrange income yielding financing for growth, buyout and

special situations and holding the investments with a view to exiting in due course at a profit.

 

Incorporation

 

The Company was incorporated on 25 July 2003 and on 11 September 2018, registered under the Bermuda Companies Act 1981. The Company's registered office is:

Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

 

Place of business

 

Prior to 15 May 2023, the Company operated out of and was controlled from:

Liberation House, Castle Street, St Helier, Jersey JE1 2LH

 

On 15 May 2023, the Company's place of business was amended to:

Gaspe House, 66-72 Esplanade, St Helier, Jersey, Channel Islands, JE1 2LH

 

Results of the financial year

 

Results for the year are set out in the Condensed Statement of Comprehensive Income and in the Condensed Statement of Changes in Equity below.

 

Dividends

 

The Board does not recommend a dividend in relation to the current year (2022: nil) (see note 10 for further details).

 

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 2018 Corporate Governance Code (the "QCA Code").

 

The Board holds at least four meetings annually and has established Audit and Risk and Investment committees. 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 and Heather Bestwick is Chair of the Investment 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 at least twice a year 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 effective 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 sufficient recent and relevant financial

experience.

 

Principal risks and uncertainties

 

The Company 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.
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 difficulty 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 monitors 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 offices. The Company also undertakes periodic third-party reviews of service providers' activities.

 

Investment Committee

 

The Board established an Investment Committee, which comprises Heather Bestwick (Chair of the Committee) and all the other Directors. The purpose of this committee is to review the portfolio of the Company, new investment opportunities and evaluate the performance of the Investment Advisor.

 

The Board is satisfied that the Investment Committee contains members with sufficient recent and relevant experience.

 

Directors

 

The Directors of the Company holding office during the financial year and to date are:

 

Mr. C.L. Spears (Chairman)

Mr. N.V. Wilson

Ms. H. Bestwick

Mr. D.R. Pirouet

Mr. M.M Gray

 

Related Party Transactions

 

Details in respect of the Company's related party transactions during the period are included in note 15 to the financial statements.

 

Staff and Secretary

 

At 31 January 2023 the Company employed no staff (2022: none).

 

Independent Review

 

The current year is the second year in which PricewaterhouseCoopers CI LLP are undertaking the interim review for the Company's condensed interim financial statements.. PricewaterhouseCoopers CI LLP have indicated willingness to continue in office.

 

 

On behalf of the Board

Heather Bestwick

Director

14 September 2023

 

Statement of Directors' Responsibilities

in respect of the Interim Report and the Financial Statements

 

The Directors are responsible for preparing the Interim Report & Unaudited Condensed Financial Statements, in accordance with International Accounting Standard 34, "Interim Financial Reporting", as issued by the IASB and Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. The Directors confirm that, to the best of their knowledge;

·    The condensed set of financial statements contained in these interim results have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as issued by the IASB; and

 

·    The Chairman's Statement, Investment Advisor's Report, Report of the Directors and Statement of Directors' Responsibilities (collectively referred herein as "interim management report") includes a fair review of the information required by DTR 4.2.7 R of the FCA's Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

 

·    The interim financial statements include a fair review of the information required by DTR 4.2.8 of the Disclosure Guidance and Transparency Rules, being material relating party transactions that have taken place in the first six months of the year and any material changes in the related-party transactions described in the annual report.

 

The maintenance and integrity of the Company's website is the responsibility of the Directors; the work carried out by the authors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that might have occurred to the interim financial statements since they were initially presented on the website.

This interim report was approved by the Board and the above Director's Responsibility Statement was signed on behalf of the Board.

 

 

Heather Bestwick

Director

14 September 2023

                        

 

Independent Review Report to EPE Special Opportunities Limited

Report on the condensed interim financial statements

 

Our conclusion

 

We have reviewed EPE Special Opportunities Limited's condensed interim financial statements (the "interim financial statements") in the Interim Report & Unaudited Condensed Financial Statements of EPE Special Opportunities Limited for the 6 month period ended 31 July 2023 (the "period").

 

Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as issued by the IASB and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

The interim financial statements comprise:

·    the Condensed Statement of Assets and Liabilities as at 31 July 2023;

·    the Condensed Statement of Comprehensive Income for the period then ended;

·    the Condensed Statement of Cash Flows for the period then ended;

·    the Condensed Statement of Changes in Equity for the period then ended; and

·    the explanatory notes to the interim financial statements.

 

The interim financial statements included in the Interim Report & Unaudited Condensed Financial Statements of EPE Special Opportunities Limited have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as issued by the IASB and the Disclosure Guidance and Transparency Rules sourcebook of the United

Kingdom's Financial Conduct Authority.

 

Basis for conclusion

 

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

 

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

We have read the other information contained in the Interim Report & Unaudited Condensed Financial Statements and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

 

Conclusions relating to going concern

 

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the company to cease to continue as a going concern.

 

Our responsibilities and those of the directors

 

The Interim Report & Unaudited Condensed Financial Statements, including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the Interim Report & Unaudited Condensed Financial Statements in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. In preparing the Interim Report & Unaudited Condensed Financial Statements, including the interim financial statements, the directors are responsible for assessing the company'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 company or to cease operations, or have no realistic alternative but to do so.

Our responsibility is to express a conclusion on the interim financial statements in the Interim Report & Unaudited Condensed Financial Statements based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, 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 save where expressly agreed by our prior consent in writing.

 

 

PricewaterhouseCoopers CI LLP

Chartered Accountants

Jersey, Channel Islands

14 September 2023

 

The maintenance and integrity of the EPE Special Opportunities Limited 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 may have occurred to the financial statements since they were initially presented on the website.

Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions

 

Condensed Statement of Comprehensive Income

For the six months ended 31 July 2023

			1 Feb 2023 to 31 Jul 2023	1 Feb 2022 to 31 Jul 2022			1 Feb 2022 to 31 Jan 2023
			Total (unaudited)		Total (unaudited)		Total (audited)
Note			£		£		£
	Income
	Interest income		106,478		16,106		79,899
	Net fair value movement on investments*		(3,539,864)		(59,814,999)		(39,438,551)
	Total loss		(3,433,386)		(59,798,893)		(39,358,652)
	Expenses
4	Investment advisor's fees		(909,805)		(911,590)		(1,755,442)
15	Directors' fees		(86,000)		(86,000)		(172,000)
5	Share based payment expense		(136,481)		(354,193)		(555,225)
6	Other expenses		(302,814)		(277,527)		(557,416)
	Total expense		(1,435,100)		(1,629,310)		(3,040,083)
	Loss before finance costs and tax		(4,868,486)		(61,428,203)		(42,398,735)
	Finance charges
13	Interest on unsecured loan note instruments		(149,540)		(159,842)		(309,382)
13	Zero dividend preference shares finance charge		(483,389)		(546,507)		(1,128,093)
	Loss for the period/year before taxation		(5,501,415)		(62,134,552)		(43,836,210)
	Taxation		-		-		-
	Loss for the period/year		(5,501,415)		(62,134,552)		(43,836,210)
	Other comprehensive income		-		-		-
	Total comprehensive loss		(5,501,415)		(62,134,552)		(43,836,210)
11	Basic loss per ordinary share (pence)		(18.47)		(197.13)		(141.77)
11	Diluted loss per ordinary share (pence)		(18.47)		(197.13)		(141.77)

 

*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 Condensed Statement of Changes in Equity. All items derive from continuing activities.

 

 

Condensed Statement of Assets and Liabilities

As at 31 July 2023

 

			31 July 2023 (unaudited)		31 January 2023 (audited)		31 July 2022 (unaudited)
Note			£		£		£
	Non-current assets
7	Investments at fair value through profit or loss		93,730,728		100,412,977		79,938,043
			93,730,728		100,412,977		79,938,043
	Current assets
9	Cash and cash equivalents		16,241,165		22,226,008		26,532,104
	Trade and other receivables and prepayments		64,814		87,899		83,710
			16,305,979		22,313,907		26,615,814
	Current liabilities
	Trade and other payables		(629,655)		(596,790)		(555,256)
13	Unsecured loan note instruments		(3,987,729)		(3,987,729)		(3,987,729)
			(4,617,384)		(4,584,519)		(4,542,985)
	Net current assets		11,688,595		17,729,388		22,072,829
	Non-current liabilities
13	Zero dividend preference shares		(13,329,390)		(20,721,001)		(20,139,415)
			(13,329,390)		(20,721,001)		(20,139,415)
	Net assets		92,089,933		97,421,364		81,871,457
	Equity
10	Share capital		1,730,828		1,730,828		1,730,828
	Share premium		13,619,627		13,619,627		13,619,627
16	Capital reserve		93,599,525		97,139,389		76,762,941
16	Revenue reserve and other equity		(16,860,047)		(15,068,480)		(10,241,939)
	Total equity		92,089,933		97,421,364		81,871,457
12	Net asset value per share (pence)		308.23		328.41		259.74

 

 

The financial statements were approved by the Board of Directors on 14 September 2023 and signed on its behalf by:

 

 

 

 

 

 

Clive Spears                                                                               David Pirouet

Director                                                                                      Director

 

 

Condensed Statement of Changes in Equity

For the six months ended 31 July 2023

			Six months ended 31 July 2023 (unaudited)
			Share capital	Share premium	Capital reserve	Revenue reserve	Total
Note			£	£	£	£	£
	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 period		-	-	(3,539,864)	(1,961,551)	(5,501,415)
	Contributions by and distributions to owners
5	Share-based payment charge		-	-	-	136,481	136,481
	Share ownership scheme participation		-	-	-	33,503	33,503
	Total transactions with owners		-	-	-	169,984	169,984
	Balance at 31 July 2023		1,730,828	13,619,627	93,599,525	(16,860,047)	92,089,933
			Year ended 31 January 2023 (audited)
			Share capital	Share premium	Capital reserve	Revenue reserve	Total
			£	£	£	£	£
	Balance at 1 February 2022		1,730,828	13,619,627	136,577,940	(8,303,418)	143,624,977
	Total comprehensive loss for the year		-	-	(39,438,551)	(4,397,659)	(43,836,210)
	Contributions by and distributions to owners
5	Share-based payment charge		-	-	-	555,225	555,225
	Share ownership scheme participation		-	-	-	149,568	149,568
	Purchase of shares		-	-	-	(2,587,375)	(2,587,375)
	Share acquisition for JOSP scheme		-	-	-	(484,821)	(484,821)
	Total transactions with owners		-	-	-	(2,367,403)	(2,367,403)
	Balance at 31 January 2023		1,730,828	13,619,627	97,139,389	(15,068,480)	97,421,364
			Six months ended 31 July 2022 (unaudited)
			Share capital	Share premium	Capital reserve	Revenue reserve	Total
			£	£	£	£	£
	Balance at 1 February 2022		1,730,828	13,619,627	136,577,940	(8,303,418)	143,624,977
	Total comprehensive loss for the period		-	-	(59,814,999)	(2,319,553)	(62,134,552)
	Contributions by and distributions to owners
5	Share-based payment charge		-	-	-	354,193	354,193
	Share ownership scheme participation		-	-	-	149,568	149,568
	Share acquisition for JOSP scheme		-	-	-	(122,729)	(122,729)
	Total transactions with owners		-	-	-	381,032	381,032
	Balance at 31 July 2022		1,730,828	13,619,627	76,762,941	(10,241,939)	81,871,457

 

 

Condensed Statement of Cash Flows

For the six months ended 31 July 2023

			1 Feb 2023 to 31 July 2023 (unaudited)		1 Feb 2022 to 31 Jan 2023 (audited)		1 Feb 2022 to 31 Jul 2022 (unaudited)
Note			£		£		£
	Operating activities
	Interest income received		106,478		79,899		16,106
	Expenses paid		(1,241,554)		(2,853,467)		(1,678,661)
7	Purchase of investments		(2,600,000)		(3,174,948)		(1,100,000)
7	Proceeds from investments		5,742,385		3,848,880		1,872,018
	Net cash generated from / (used in) operating activities		2,007,309		(2,099,636)		(890,537)
	Financing activities
	Unsecured loan note interest paid		(149,540)		(299,080)		(149,540)
	Purchase of shares		-		(3,072,196)		(122,729)
	Buyback of zero dividend preference shares		(7,875,000)		-		-
	Share ownership scheme participation		33,503		149,568		149,568
	Net cash used in financing activities		(7,991,037)		(3,221,708)		(122,701)
	Decrease in cash and cash equivalents		(5,983,728)		(5,321,344)		(1,013,238)
	Effect of exchange rate fluctuations on cash and cash equivalents		(1,115)		2,310		300
	Cash and cash equivalents at start of period/year		22,226,008		27,545,042		27,545,042
	Cash and cash equivalents at end of period/year		16,241,165		22,226,008		26,532,104

 

Comparative cash flow of Expenses paid for the period ended 31 July 2022 has been updated for consistency of presentation with the subsequent periods. Effect of exchange rate fluctuations on cash and cash equivalents has been broken out from Expenses paid.

 

Reconciliation of net debt

 

Cash and cash equivalents	On 31 January 2023	Cash flows	Other non-cash charge	On 31 July 2023
	£	£	£	£
Cash at bank	22,226,008	(5,983,728)	(1,115)	16,241,165
Unsecured loan note instruments	(3,987,729)	149,540	(149,540)	(3,987,729)
Zero dividend preference shares	(20,721,001)	7,875,000	(483,389)	(13,329,390)
Net debt	(2,482,722)	2,040,812	(634,044)	(1,075,954)

 

 

Notes to the Interim Financial Statements

For the six months ended 31 July 2023

 

1    The 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 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 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 (standard listed). The Company's unsecured loan notes are quoted on the Aquis Stock Exchange.

 

The interim financial statements are as at and for the six months ended 31 July 2023, comprising the Company and investments in its subsidiaries. The interim financial statements are unaudited.

 

The financial statements of the Company as at and for the year ended 31 January 2023 are available upon request from the Company's business office at 3^rd 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.epespecialopportunities.com.

 

The Company's portfolio investments are held in two majority owned subsidiaries entities, ESO Investments 1 Limited and ESO Investments 2 Limited and one wholly owned subsidiary entity, ESO Alternative Investments LP (together the "Subsidiaries").

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, EPE Junior Aggregator LP, EPIC Acquisition Corp. and EAC Sponsor Limited

 

The principal activity of the Company is to arrange income yielding financing for growth, buyout and special situations investments with a view to exiting in due course at a profit.

 

The Company has no employees.

 

The following significant changes occurred during the six months ended 31 July 2023:

 

·      In July 2023, the Company completed the realisation of its holdings in Atlantic Credit Opportunities Fund.

 

·      The valuation methodology for EPIC Acquisition Corp. and EAC Sponsor Limited was amended to a liquidation valuation, implying a reduction in the aggregate value of the holdings. As a result, the designation of the level of fair value hierarchy of EPIC Acquisition Corp was amended to Level 3 from Level 2 as at 31 January 2023 (see note 8).

 

·      In July 2023, the Company completed the buyback of 7.5 million zero dividend preference shares ("ZDP"). Following this buyback, the Company has 12.5 million ZDP shares remaining in issue, maturing in December 2026 (see note 15).

 

·      The movement in the value of investments and fair value movement are deemed as significant changes during the period (see note 8).

 

2    Basis of preparation

 

a.   Statement of compliance

These interim financial statements for the six months ended 31 July 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with Company's last annual financial statements as at and for the year ended 31 January 2023. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.

The accounting policies and methods of computation applied by the Company in these interim financial statements are the same as those applied in its annual financial statements as at and for the year ended 31 January 2023.

The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards and applicable legal and regulatory requirements of Bermuda law.

These interim financial statements were authorised for issue by the Company's Board of Directors on 14 September 2023.

b.   Going concern

 

The Company's management has assessed the Company's ability to continue as a going concern and is satisfied that the Company has adequate resources to continue in business for at least twelve months from the date of approval of interim financial statements. Furthermore, the management is not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Therefore, the financial statements continue to be prepared on a going concern basis.

 

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 segement are equivalent to the financial information of the Company as a whole, which are evaluated on a regular basis by the Board of Directors.

d.   Critical accounting estimates and assumption

Critical accounting estimates and assumptions made by Directors and the Investment Advisor in the application of IFRS 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 8).

e.   Critical judgements

 

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 Condensed Statement of Assets and Liabilities. Please refer to note 13 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.

 

3    Financial risk management

The financial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended 31 January 2023.

 

4    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 Company's NAV where the Company's NAV is less than £100 million; otherwise the investment advisory fee shall be calculated as the greater of £2.0 million or the sum of 2 per cent. of the Company's NAV comprising Level 2 and Level 3 portfolio assets, 1 per cent. of the Company'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 Company's net cash (if greater than nil), and 2 per cent. of the Company's net cash (if less than nil) (i.e. reducing fees for net debt positions).

 

The charge for the current period was £909,805 (for the period ended 31 July 2022: £911,590 ; year ended 31 January 2023: £1,755,442). The amount outstanding as at 31 July 2023 was £462,939 (for the period ended 31 July 2022: £411,590; year ended 31 January 2023: £487,107).

 

Administration fees

 

EPIC Administration Limited provides accounting and financial administration services to the Company. 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 Company's NAV where the Company'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 Company's NAV above £100 million.

 

The charge for the current period was £70,000 (for the period ended 31 July 2022: £75,510; for the year ended 31 January 2023: £147,043).

 

Other administration fees during the period were £39,775 (for the period ended 31 July 2022: £37,170; for the year ended 31 January 2023: £76,302).

 

Performance fees paid by Subsidiaries

 

The Subsidiaries are stated at fair value. Performance fees are paid to the Investment Advisor based on the performance of the Subsidiaries and deducted in calculating the fair value of the Subsidiaries.

 

Performance fee in ESO Investments 1 Limited

 

The distribution policy of ESO Investments 1 Limited includes an allocation of profits to the Investment Advisor such that, for each investment where a returns hurdle of 8 per cent. per annum has been achieved, the Investment Advisor is entitled to receive 20 per cent. of the increase above the base value of investment. As at 31 July 2023, £1,679,522 has been accrued in the profit share account of the Investment Advisor in the records of ESO Investments 1 Limited (31 July 2022: £nil accrued; 31 January 2023: £nil accrued).

 

Performance fee in ESO Investments 2 Limited

 

The distribution policy of ESO Investments 2 Limited includes an allocation of profit to the Investment Advisor such that, for each investment where a returns hurdle of 8 per cent. per annum has been achieved, the Investment Advisor is entitled to receive 20 per cent. of the increase above the base value of investment. As at 31 July 2023, £8,237,011 has been accrued in the profit share account of the Investment Advisor in the records of ESO Investments 2 Limited (31 July 2022: £6,687,647 accrued; 31 January 2023: £9,112,002 accrued).

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 (see note 5).

 

The assets (other than investments in the Company's shares), liabilities, income and expenses of the trust established to operate the JOSP scheme (the "Trust") are recognised by the Company. The Trust's investment in the Company's shares is deducted from shareholders' funds in the Condensed Statement of Asset and Liabilities as if they were treasury shares.

 

5    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. 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 rest of the ordinary shares.

 

The Trust held 1,245,009 (for the period ended 31 July 2022: 1,049,702; for the year ended 31 January 2023: 1,290,202) matching shares at the period end which have historically not voted.

 

257,061 shares vested to Participants in the period ended 31 July 2023 (for the period ended 31 July 2022: 862,290 ; for the year ended 31 January 2023: 862,290). 243,947 shares were awarded to Participants in the period ended 31 July 2023 (for the period ended 31 July 2022: 156,173 ; for the year ended 31 January 2023: 156,173).

 

The share-based payment expense in the Condensed Statement of Comprehensive Income has been calculated on the basis of the fair value of the equity instruments 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.

 

The total share-based payment expense in the period ended 31 July 2023 was £136,481 (for the period ended 31 July 2022: £354,193 ; for the year ended 31 January 2023: £555,225). Of the total share-based payment expense during the period ended 31 July 2023, £12,431 related to the Directors (for the period ended 31 July 2022: £23,103; for the year ended 31 January 2023: £36,217) and the balance related to members, employees and consultants of the Investment Advisor.

 

6    Other expenses

 

The breakdown of other expenses presented in the Condensed Statement of Comprehensive Income is as follows:

 

		1 Feb 2023 to 31 Jul 2023 (unaudited)	1 Feb 2022 to 31 Jul 2022 (unaudited)	1 Feb 2022 to 31 Jan 2023 (audited)
		Total	Total	Total
		£	£	£
Administration fees		(109,775)	(112,680)	(223,345)
Directors' and officers' insurance		(13,997)	(13,543)	(27,464)
Professional fees		(57,079)	(46,736)	(94,442)
Board meeting and travel expenses		(768)	(847)	(1,085)
Auditors' remuneration		(39,525)	(19,518)	(61,350)
Interim review remuneration		(17,000)	(17,000)	(17,000)
Bank charges		(694)	(922)	(1,705)
Foreign exchange movement		(1,110)	(89)	2,687
Nominated advisor and broker fees		(27,500)	(27,745)	(62,322)
Listing fees		(24,963)	(29,115)	(52,769)
Sundry expenses		(10,403)	(9,332)	(18,621)
Other expenses		(302,814)	(277,527)	(557,416)

 

7    Investments at fair value through profit or loss

		31 July 2023 (unaudited)	31 January 2023 (audited)	31 July 2022 (unaudited)
		£	£	£
Investments at fair value through profit and loss*		93,730,728	100,412,977	79,938,043
		93,730,728	100,412,977	79,938,043

 

Investment roll forward schedule
	31 July 2023 (unaudited)	31 January 2023 (audited)	31 July 2022 (unaudited)
Investments at fair value as at 1 February	100,412,977	140,525,060	140,525,060
Purchase of investments	2,600,000	3,174,948	1,100,000
Proceeds from investments	(5,742,385)	(3,848,880)	(1,872,018)
Net fair value movements	(3,539,864)	(39,438,551)	(59,814,999)
Reclassification of debtor balance to investee	-	400	-
Investments at fair value	93,730,728	100,412,977	79,938,043

 

*Comprises Subsidiaries stated at fair value (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.

 

8    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 Risk and Audit 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.

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 Risk and Audit 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 the financial instruments are recorded in the Condensed 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 latest market price (without adjustment).

Quoted investments traded in markets that are considered less than active are classified as Level 2 in the IFRS 13 fair value hierarchy. The investment in EPIC Acquisition Corp was considered to be a Level 2 asset in the year ended 31 January 2023.  For the period ended 31 July 2023, the investment in EPIC Acquisition Corp is considered to be a Level 3 asset, and therefore no assets are considered to be Level 2.

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, EPE Junior Aggregator LP, EPIC Acquisition Corp 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 recovery 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;

·      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.

For the period ended 31 July 2023, a public comparable sales multiple valuation is employed for the investment in Denzel's. The valuation methodology has been amended given the elapsed time since investment, with changes in market conditions and trading outlook in the intervening period.

 

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 incorporates 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.

EPIC Acquisition Corp and EAC Sponsor Limited

 

For the period ended 31 July 2023, a recovery valuation is employed for the holdings in EPIC Acquisition Corp and EAC Sponsor Limited, calculated on the basis of the value of ESO Alternative Investments LP's holding in a liquidation scenario. The investments are considered as Level 3 assets. For the year ended 31 January 2023, EPIC Acquisition Corp was valued on a marked to market basis and considered a Level 2 asset and EAC Sponsor Limited was valued on the basis of a probability weighted range of implied values under potential realisation scenarios and considered a Level 3 asset. The valuation methodology has been amended to a liquidation value to reflect the limited business combination period time horizon, with extensions agreed on a rolling monthly basis and with a final business combination deadline of 25 January 2024. The liquidation valuation approach implies both assets are considered Level 3 assets.

 

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 EPIC Acquisition Corp and EAC Sponsor Limited's assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the investment valuations. The key inputs into the preparation of the valuations of EPIC Acquisition Corp and EAC Sponsor Limited were the distributions available in a liquidation scenario to EAC Sponsor Limited. If these inputs had been taken to be 25 per cent. higher, the value of these assets and profit for the year would have been £38,423 higher. If these inputs had been taken to be 25 per cent. lower, the value of these assets and profit for the year would have been £38,423 lower. This sensitivity excludes amounts held by EPIC Acquisition Corp. in escrow, which will deliver a fixed distribution in the event of a liquidation scenario.

 

Fair value hierarchy - Financial instruments measured at fair value

 

The Company's investments in the Subsidiaries at 31 July 2023 are classified as Level 3 (in line with 31 January 2023), 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 is a result of the application of profit share adjustments relating to the performance fees discussed in Note 4.

 

 

		Level 1	Level 3		Total
31 July 2023		£	£		£
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt)		-	52,105,782		52,105,782
Fund investments		-	6,021,917		6,021,917
Quoted investments		45,308,867	-		45,308,867
Investments at fair value through profit or loss		45,308,867	58,127,699		103,436,566
Other asset and liabilities (held at cost)		-	-		210,695
Performance fee adjustment		(7,913,917)	(2,002,616)		(9,916,533)
Total		37,394,950	56,125,083		93,730,728
		Level 1	Level 2	Level 3	Total
31 January 2023		£	£	£	£
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt)		-	-	47,752,184	47,752,184
Unquoted fund investments		-	-	3,184,749	3,184,749
Quoted investments		50,501,249	5,495,557	-	55,996,806
Investments at fair value through profit or loss		50,501,249	5,495,557	50,936,933	106,933,739
Other asset and liabilities (held at cost)		-	-	-	2,591,240
Performance fee adjustment		(8,743,708)	-	(368,294)	(9,112,002)
Total		41,757,541	5,495,557	50,568,639	100,412,977

 

 

		Level 1	Level 2	Level 3	Total
31 July 2022		£	£	£	£
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt)		-	-	36,189,920	36,189,920
Unquoted fund investments		-	-	5,968,453	5,968,453
Quoted investments		38,907,301	5,263,920	-	44,171,221
Investments at fair value through profit or loss		38,907,301	5,263,920	42,158,373	86,329,594
Other asset and liabilities (held at cost)		-	-	-	296,096
Performance fee adjustment		(6,315,608)	-	(372,039)	(6,687,647)
Total		32,591,693	5,263,920	41,786,334	79,938,043

 

There has been a change in the designation of the level of fair value hierarchy of EPIC Acquisition Corp from Level 2 to Level 3 in the reporting period under review, with the valuation methodology has been amended to a liquidation value approach.

 

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.

 

		31 July 2023 (unaudited)	31 January 2023 (audited)	31 July 2022 (unaudited)
Unquoted investments (including debt)		£	£
Balance as at 1 February		50,568,639	47,886,854	47,886,854
Additional investments		2,600,000	2,086,948	1,100,000
Capital distributions from investments		(2,406,232)	(2,235,136)	-
Transfer to Level 3 investments		5,495,557	-	-
Change in fair value through profit and loss		(132,881)	2,829,973	(7,200,519)
		56,125,083	50,568,639	41,786,335

 

Significant unobservable inputs used in measuring fair value

 

The table below sets out information about significant unobservable inputs used at 31 July 2023 in measuring financial instruments categorised as Level 3 in the fair value hierarchy.

 

Description	Fair value at 31 July 2023	Significant unobservable inputs
	£
Unquoted private equity investments (including debt)	52,105,782	Sales/EBITDA multiple
Fund investments	6,021,917	Reported net asset value or liquidation 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).

 

·      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.

 

·      Investment cost: for recently acquired assets (typically completed in the last twelve months), the Investment Advisor considers the investment cost an appropriate fair value for the asset. No asset was valued using investment cost as at 31 July 2023.

 

·      Recovery 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.

 

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 investments in mature Level 3 assets, the valuations used in the preparation of the financial statements imply an average EV to EBITDA multiple of 7.0x (weighted by each asset's total valuation) (31 January 2023: 6.7x). 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 period would have been £12,854,708 higher. If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and profit for the period would have been £14,183,672 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 investments in growth Level 3 assets, the valuations used in the preparation of the financial statements imply an average EV to sales multiple of 1.3x (weighted by each asset's total valuation) (31 January 2023: 1.4x). 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 period would have been £589,134 higher. If these inputs had been taken to be 25 per cent. lower, the value of the Level 3 assets and profit for the period would have been £985,753 lower. 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 July 2023
Financial assets		At fair value £	At amortised  cost £	Total £
Investments at fair value through profit or loss		93,730,728	-	93,730,728
Cash and cash equivalents		-	16,241,165	16,241,165
Trade and other receivables		-	64,814	64,814
		93,730,728	16,305,979	110,036,707
Financial liabilities
Trade and other payables		-	629,655	629,655
Unsecured loan note instruments*		-	3,987,729	3,987,729
Zero dividend preference shares**		-	13,329,390	13,329,390
		-	17,946,774	17,946,774
31 January 2023
Financial assets		At fair value £	At amortised  cost £	Total £
Investments at fair value through profit or loss		100,412,977	-	100,412,977
Cash and cash equivalents		-	22,226,008	22,226,008
Trade and other receivables		-	87,899	87,899
		100,412,977	22,313,907	122,726,884
Financial liabilities
Trade and other payables		-	596,790	596,790
Unsecured loan note instruments*		-	3,987,729	3,987,729
Zero dividend preference shares**		-	20,721,001	20,721,001
		-	25,305,520	25,305,520
31 July 2022
Financial assets		At fair value £	At amortised  cost £	Total £
Investments at fair value through profit or loss		79,938,043	-	79,938,043
Cash and cash equivalents		-	26,532,104	26,532,104
Trade and other receivables		-	83,710	83,710
		79,938,043	26,615,814	106,553,857
Financial liabilities
Trade and other payables		-	555,256	555,256
Unsecured loan note instruments*		-	3,987,729	3,987,729
Zero dividend preference shares**		-	20,139,415	20,139,415
		-	24,682,400	24,682,400

 

*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 £12,937,500 (2023: £19,100,000) calculated on the basis of the quoted price of the instrument on the London Stock Exchange of 103.50 pence as at 31 July 2023 (2023: 95.50 pence).

9    Cash and cash equivalents

 

	31 July 2023	31 January 2023	31 July 2022
	£	£	£
Current and call accounts	16,241,165	22,226,008	26,532,104
	16,241,165	22,226,008	26,532,104

The current and call accounts have been classified as cash and cash equivalents in the Condensed Statement of Cash Flows.

 

10  Share capital

		31 July 2023		31 January 2023		31 July 2022
		(unaudited)		(audited)		(unaudited)
		Number	£	Number	£	Number	£
Authorised share capital
Ordinary shares of 5p each		45,000,000	2,250,000	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	34,616,554	1,730,828
Ordinary shares of 5p each held in treasury		(4,739,707)	-	(4,951,575)	-	(3,096,575)	-
		29,876,847	1,730,828	29,664,979	1,730,828	31,519,979	1,730,828

 

No shares were issued during the period ended 31 July 2023.  

During the period ended 31 July 2023, the Company transferred 211,868 shares out of treasury to the Trust (2023: repurchase of 1,855,000 shares into treasury) with a total value of £350,006 (2023: £2,587,375). During the period ended 31 July 2023, the Trust purchased 211,868 shares (2023: 280,739 shares) with a total value of £350,006 (2023: £484,821). 257,061 shares vested to Participants in the period ended 31 July 2023 (2023: 862,290). At 31 July 2023 1,245,009 shares were held by the Trust (2023:1,290,202) (see note 5).

11  Basic and diluted loss per share (pence)

Basic loss per share for the period ended 31 July 2023 is 18.47 pence (for the period ended 31 July 2022: basic loss per share of 197.13 pence; for the year ended 31 January 2023: basic loss per share of 141.77 pence). This is calculated by dividing the loss of the Company for the period attributable to the ordinary shareholders of £5,501,415 (for the period ended 31 July 2022: loss of £62,134,552; for the year ended 31 January 2023: loss of £43,836,210) divided by the weighted average number of shares outstanding during the period of 29,786,715 after excluding treasury shares (for the period ended 31 July 2022: 31,519,979 shares; for the year ended 31 January 2023: 30,921,130 shares).

 

Diluted loss per share for the period ended 31 July 2023 is 18.47 pence (for the period ended 31 July 2022: basic loss per share of 197.13 pence; for the year ended 31 January 2023: basic loss per share of 141.77 pence). This is calculated by dividing the loss of the Company for the period attributable to ordinary shareholders of £5,501,415 (for the period ended 31 July 2022: loss of £62,134,552 ; for the year ended 31 January 2023: loss of £43,836,210) divided by the weighted average number of ordinary shares outstanding during the period of 29,786,715 after excluding treasury shares (for the period ended 31 July 2022: 31,519,979 shares ; for the year ended 31 January 2023: 30,921,130 shares).

 

12  NAV per share (pence)

The Company's NAV per share of 308.23 pence (for the period ended 31 July 2022: 259.74 pence ; for the year ended 31 January 2023: 328.41 pence) is based on the net assets of the Company at the period end of £92,089,933 (for the period ended 31 July 2022: £81,871,457; for the year ended 31 January 2023: £97,421,364) divided by the shares in issue at the end of the period of 29,876,847 after excluding treasury shares (for the period ended 31 July 2022: 31,519,979; for the year ended 31 January 2023: 29,664,979).

 

The Company's diluted NAV per share of 308.23 pence (for the period ended 31 July 2022: 259.74 pence ; for the year ended 31 January 2023: 328.41 pence) is based on the net assets of the Company at the period end of £92,089,933 (for the period ended 31 July 2022: £81,871,457 ; for the year ended 31 January 2023: £97,421,364) divided by the shares in issue at the end of the period of 29,876,847 after excluding treasury shares. (for the period ended 31 July 2022: 31,519,979; for the year ended 31 January 2023: 29,664,979).

 

13  Liabilities

 

Unsecured Loan Notes ("ULN")

 

The Company has issued ULN's that are redeemable on 24 July 2024, following the extension of their maturity in July 2023. The Company's ULN's are quoted on the Aquis Stock Exchange. The interest rate for the period up to 23 July 2023 was 7.5 per cent per annum. The interest rate was increased to 8.0 per cent per annum for the period subsequent to 23 July 2023. Following their extension, the interest rate has increased to 8.0 per cent per annum. At 31 July 2023, £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 were amortised over the period to 24 July 2022. The total issue costs expensed in the period ended 31 July 2023 was £nil (for the period ended 31 July 2022: £10,303; for the year ended 31 January 2023: £10,303). The carrying value of the ULNs in issue at the period end was £3,987,729 (for the period ended 31 July 2022: £3,987,729; for the year ended 31 January 2023: £3,987,729). The total interest expense on the ULNs for the period is £149,540 (for the period ended 31 July 2022: £159,842; for the year ended 31 January 2023: £309,382). The comparatives for interest expense includes the amortisation of the issue costs. 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 Statement of Assets and Liabilities date.

 

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 (standard listed). 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 July 2023, the Company completed the repurchase of 7,500,000 ZDP shares, which are held in treasury. Following this buyback, the Company has 12,500,000 ZDP shares remaining in issue. The total issue costs expensed for the period ended 31 July 2023 was £57,205 (for the period ended 31 July 2022: £71,744; for the year ended 31 January 2023: £115,359). The carrying value of the ZDP Shares in issue at the period-end was £13,329,390 (for the period ended 31 July 2022: £20,139,415; for the year ended 31 January 2023: £20,721,001). The total finance charge for the ZDP Shares for the period is £483,389 (for the period ended 31 July 2022: £546,507; for the year ended 31 January 2023: £1,128,093). This includes the ZDP Share final capital entitlement accrual and the amortisation of the Issue costs.

 

	31 July 2023	31 January 2023	31 July 2022
	£	£	£
Balance as at 1 February	20,721,001	19,580,190	19,580,190
ZDP shares non cash charge	483,389	1,140,811	559,225
Buyback of ZDP shares	(7,875,000)	-	-
Total	13,329,390	20,721,001	20,139,415

 

14  Director's interests

Five of the Directors have interests in the shares of the Company as at 31 July 2023 (for the period ended 31 July 2022: five; for the year ended 31 January 2023: five). Nicholas Wilson holds 154,721 ordinary shares (for the period ended 31 July 2022: 144,690 ; for the year ended 31 January 2023: 144,690), Clive Spears holds 61,872 ordinary shares (for the period ended 31 July 2022: 51,841 ; for the year ended 31 January 2023: 51,841), Heather Bestwick holds 49,462 ordinary shares (for the period ended 31 July 2022: 39,431 ; for the year ended 31 January 2023: 39,431), David Pirouet holds 32,497 shares (for the period ended 31 July 2022: 17,309 ; for the year ended 31 January 2023: 17,309) and Michael Gray holds 10,489 ordinary shares (for the period ended 31 July 2022: 5,614 ; for the year ended 31 January 2023: 5,614).

15  Related parties

The Company has no ultimate controlling party.

Directors' fees expense during the period amounted to £86,000 (for the period ended 31 July 2022: £86,000 ; for the year ended 31 January 2023: £172,000) of which £14,333 is accrued as at 31 July 2023 (for the period ended 31 July 2022: £14,333 ; for the year ended 31 January 2023: £14,333).

 

Certain Directors of the Company and other participants are incentivised in the form of equity settled share-based payment transactions, through a Joint Share Ownership Plan (see note 5).

 

Details of remuneration payable to key service providers are included in note 4 of the interim financial statements.

 

Performance fees are paid to the Investment Advisor based on the performance of the Subsidiaries and deducted in calculating the fair value of Subsidiaries (see note 4).

In August 2020, the Investment Advisor acquired a controlling interest in EPIC Investment Partners (Ireland) (previously known as "ACML"). ACML is the manager of Atlantic Credit Opportunities Fund and the sub-advisor to the segregated account of Prelude Structured Alternatives Master Fund LP. On 1 September 2020, the Company completed a £1.9 million investment into Atlantic Credit Opportunities Fund. On 12 November 2020, the Company completed a further $2.5 million investment in a segregated account of Prelude Structured Alternatives Master Fund LP. In July 2023, the Company completed the realisation of its holdings in Atlantic Credit Opportunities Fund. In August 2023, the Company completed the realisation of its holdings in Prelude Structured Alternatives Master Fund LP. The Company did not pay any management or performance fees to ACML in relation to these two investments.

In December 2021, ESO Alternative Investments LP invested €10 million into EPIC Acquisition Corp ("EAC"), a newly incorporated special purpose acquisition company ("SPAC") and EAC's sponsor, EAC Sponsor Limited (the "Sponsor"). The Sponsor is jointly led by the Investment Advisor and TT Bond Partners (an independent party).

In July 2023, the Company agreed the extension of the maturity of £4.0 million unsecured loan notes to 24 July 2024. Delphine Brand, a connected party of Giles Brand (a person discharging managerial responsibilities ("PDMR") for the Company), is a minority holder of the unsecured loan notes.

Giles Brand, Managing Partner of the Investment Advisor, is a director of certain portfolio investments of the Subsidiaries, including Luceco plc and Hamsard 3145 Limited.

 

16  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. The total reserve of the Company for the period ended 31 July 2023 is £76,739,478 (for the period ended 31 July 2022: £66,521,002; for the year ended 31 January 2023: £82,070,909).

 

17  Subsequent events

In August 2023, the Company completed the realisation of its remaining holding of $0.3m in Prelude Structured Alternatives Master Fund LP.

 

 

Alternative Performance Measures

 

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 July 2023 31 January 2023 31 July 2022 Share price (pence) 148 170 173 NAV per share (pence) 308 328 260 Discount to NAV (%) 52% 48% 33%
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.
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.
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 July 2023 31 January 2023 31 July 2022   £ £ £ Cash held by the Company 16,241,165 22,226,008 26,532,104 Cash held by the Subsidiaries 53,616 2,284,081 35,113 Total liquidity 16,294,781 24,510,089 26,567,217
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.
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.
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.
Annualised share price return	The annualised share price return is calculated as the CAGR implied by the Company's share price vs. the share price 10 years prior.   Please find a reconciliation to the share price of the Company below:     31 July 2023 31 January 2023 31 July 2022 Company's share price 10 years prior to the period / year end (pence) 71.00 56.00 56.50 Company's share price at the period / year end (pence) 147.50 170.00 172.50 Annualised Share Price Return (%) 8% 12% 12%

 

 

Company Information

Directors	Administrator and Company Address
C.L. Spears (Chairman)	Langham Hall Fund Management (Jersey) Limited
H. Bestwick	Gaspe House
D.R. Pirouet	66-72 Esplanade, St Helier
N.V. Wilson	Jersey JE1 2LH
M.M. Gray
Investment Advisor	Financial Administrator
EPIC Investment Partners LLP	EPIC Administration Limited
Audrey House	Audrey House
16-20 Ely Place	16-20 Ely Place
London EC1N 6SN	London EC1N 6SN
Auditors and Reporting Accountants	Nominated Advisor and Broker
PricewaterhouseCoopers CI LLP	Numis Securities Limited
37 Esplanade	45 Gresham Street
St Helier, Jersey	London EC2V 7BF
Channel Islands JE1 4XA
Bankers	Registered Agent (Bermuda)
Barclays Bank plc	Conyers Dill & Pearman
1 Churchill Place	Clarendon House, 2 Church Street
Canary Wharf	Hamilton HM 11
London E14 5HP	Bermuda
HSBC Bank plc	Registrar and CREST Providers
1st Floor	Computershare Investor Services (Jersey) Limited
60 Queen Victoria Street	Queensway House
London EC4N 4TR	Hilgrove Street
	St. Helier JE1 1ES
Santander International	Investor Relations
PO Box 545	Richard Spiegelberg
19-21 Commercial Street	Cardew Company
St Helier, Jersey, JE4 8XG	29 Lincoln's Inn Fields
	London WC2A 3EG