EPE Special Opportunities Ltd Extends 8.5% Unsecured Loan Notes Maturity to 2030 After Noteholder Approval

Four-Year Extension Enhances EPE Special Opportunities Ltd’s Funding Stability

EPE Special Opportunities Ltd has extended the maturity of its 8.5% Unsecured Loan Notes from 23 July 2026 to 31 July 2030, securing an additional four years before principal repayment is due. This extension was approved by noteholders holding at least 75% of the outstanding principal, in line with the Loan Note Instrument provisions originally dated 23 July 2015 and amended in 2022 and 2024.

As a Bermuda-incorporated company listed on the AQSE Growth Market, with its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, this extension alleviates immediate refinancing pressures and provides medium-term capital structure certainty to stakeholders.

Interest Rate Maintained at 8.5% with Simplified Loan Terms

The restructuring preserves the fixed 8.5% per annum interest rate for the extended term, ensuring consistent coupon payments to noteholders. The previous interest rate step-up clause has been fully removed, simplifying the debt instrument and eliminating any scheduled coupon increases.

Additionally, the unilateral extension option previously held by the company has been deleted, requiring mutual consent between EPE Special Opportunities Ltd and noteholders for any future maturity extensions. These changes, reflected in the amended Loan Note Instrument (ISIN GB00BF0XD821), promote transparency and collaborative debt management.

Facility Capacity Raised to A315,000,000 to Support Financial Flexibility

The deed of amendment, effective 21 July 2026, increases the maximum principal amount from A310,000,000 to A315,000,000, a 50% expansion that enhances the company’s ability to raise capital. This increase is immediately available for issuance under the amended instrument’s terms.

This expanded borrowing capacity supports EPE Special Opportunities Ltd’s investment and operational needs without immediate new debt issuance, signaling confidence from advisers and noteholders in the company’s financial position.

Introduction of New Redemption Features for Noteholders and the Company

New early voluntary redemption provisions allow EPE Special Opportunities Ltd to redeem up to 25% of the notes at par from 31 July 2028 and up to 50% from 31 July 2029. Redemptions will be conducted pro rata with at least 30 days’ notice to noteholders.

Noteholders are granted a put option to require full redemption of their holdings on 31 July 2029 at par plus accrued interest, with a Put Notice deadline of 31 October 2028. A Special Redemption Option also permits redemption on 31 July 2026 with two business days’ prior notice.

Financial Covenant Testing Aligned to Biannual Dates

Financial Covenant Test Dates have been realigned to 31 January and 31 July annually, starting 31 January 2027, replacing previous schedules. Definitions of Gross Asset Value and Net Asset Value have been updated accordingly to ensure consistent covenant compliance measurement.

This biannual testing framework enhances predictability and transparency for both the company and noteholders, aligning with industry standards.

Voluntary Commitment to Maintain 4:1 Enhanced Gross Asset Ratio

EPE Special Opportunities Ltd has voluntarily committed, via a Deed Poll dated 21 July 2026, to maintain a minimum enhanced gross asset ratio of 4:1, providing additional financial assurance to noteholders beyond formal covenants. This document is accessible on the company’s website under "Admission Documents and Circulars."

This commitment reflects management’s confidence in the company’s asset coverage and ability to meet debt obligations throughout the extended maturity period.

Removal of Unilateral Extension Rights Strengthens Noteholder Protections

The previous unilateral extension right held by the company has been removed, ensuring any future maturity extensions require noteholder approval. This change enhances investor certainty regarding redemption timing and aligns the Notes with market best practices for fixed-income governance.

Deed of Amendment Executed on 21 July 2026 with Documentation Available Online

The deed of amendment was executed on 21 July 2026 following extraordinary written resolutions by noteholders representing over 75% of principal. Full amended Loan Note Instrument and Deed Poll documents are available on EPE Special Opportunities Ltd’s website under "Admission Documents and Circulars." Noteholders are advised to consult these legal documents for detailed terms.

ISIN GB00BF0XD821 Notes Now Reflect Maturity Extension to 2030

Post-amendment, the Notes continue trading on the AQSE Growth Market under ticker -EO.P with ISIN GB00BF0XD821, now designated as 8.5% Unsecured Loan Notes due 2030, reflecting the updated final repayment date.

This announcement serves as an official Regulatory Information Service (RNS) disclosure, with advisory support from EPIC Investment Partners LLP, Langham Hall Fund Management (Jersey) Limited, Cardew Group Limited, and Deutsche Numis.

Implications for Investors and Market Participants

The extension reduces refinancing risk for noteholders while maintaining a fixed 8.5% coupon. New redemption options offer liquidity opportunities, including a put option exercisable in 2029. Investors should note the Notes remain unsecured obligations, with recovery dependent on asset coverage and priority ranking in insolvency scenarios. The voluntary 4:1 enhanced gross asset ratio commitment adds a layer of financial security but is separate from formal covenants.

Prospective and current investors should thoroughly review the amended Loan Note Instrument and Deed Poll documents on the company website and seek independent financial, legal, and tax advice before making investment decisions.