REG - Ediston Prop Inv - Proposed Portfolio Disposal & Circular Publication
08/09/2023 13:00
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RNS Number : 9010L Ediston Property Inv Comp PLC 08 September 2023
Ediston Property Investment Company plc
8 September 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATON FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release.
Ediston Property Investment Company plc
Proposed Disposal of the Property Portfolio, Publication of Circular and
Notice of General Meeting
Following the announcement of its Strategic Review on 16 March 2023, the Board
of Ediston Property Investment Company plc (the "Company") is pleased to
announce that the Company has entered into an agreement for the sale (the
"Disposal") of the entirety of the EPIC Group's property portfolio (the
"Property Portfolio") to RI UK 1 Limited (the "Purchaser"), a wholly owned
subsidiary of Realty Income, for cash consideration of £200.8 million, prior
to agreed deductions of approximately £4.0 million (in aggregate, the
"Consideration").
William Hill, Chairman of the Company, commented: "The Board was very pleased
with the interest shown in the Company, with proposals being received from a
number of potential counterparties. Having considered multiple options, and
after detailed analysis, the Board determined a sale of the Property Portfolio
to Realty Income was the best means of maximising Shareholder value. The Board
unanimously considers the Disposal to be in the best interests of the Company
and its Shareholders as a whole and recommends that Shareholders vote in
favour of the resolution at the General Meeting."
The sale will be effected through the disposal by the Company of the entire
issued share capital of both EPIC (No. 1) Limited and EPIC (No. 2) Limited
(together the "Targets"), being the entities that between them hold, directly,
the entirety of the Property Portfolio.
In accordance with the Listing Rules, the Disposal constitutes a class 1
transaction (as defined in the Listing Rules) and is therefore subject to
Shareholder approval. Accordingly, a circular will shortly be sent to
Shareholders (the "Circular") containing further details of the Disposal and
convening a general meeting of the Company (the "General Meeting") at which
the Resolution to approve the Disposal will be proposed to Shareholders. The
General Meeting will be held at the offices of Dickson Minto W.S., Level 4,
Dashwood House, 69 Old Broad Street, London EC2M 1QS at 11.00 a.m. on 26
September 2023. Further details of the Resolution are provided in the
Circular.
The Circular and the Notice of General Meeting will shortly be available for
viewing on the Company's website at www.epic-reit.com. The Circular and the
Notice of General Meeting will also shortly be submitted to the National
Storage Mechanism of the Financial Conduct Authority and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Highlights of the Disposal
· Cash consideration of £200.8 million, prior to agreed deductions of
approximately £4.0 million.
· After adjustment for estimated transaction costs, the Company expects,
immediately following Completion, to have net assets of approximately £152.2
million (the "Estimated Net Assets"), equivalent to 72.0 pence per Ordinary
Share (the "Estimated Net Assets per Share").
· The Estimated Net Assets per Share equates to a 17.7 per cent. premium to the
Share price of 61.2 pence as at 15 March 2023 (the closing price immediately
prior to the Strategic Review Announcement); a 14.0 per cent. premium to the
Share price of 63.2 pence as at 2 August 2023 (the closing price immediately
prior to the Strategic Review Update Announcement); a 10.8 per cent. premium
to the average Share price over the twelve months to 2 August 2023; and a 10.8
per cent. discount to the latest published net asset value per Share of 80.77
pence, as at 30 June 2023.
If the Disposal becomes unconditional, it is the intention of the Board to
seek Shareholder approval for the voluntary liquidation of the Company with a
view to distributing substantially all of the Company's net assets (which will
comprise of cash) to Shareholders as soon as reasonably practicable (with the
target being by the end of this calendar year), unless an appropriate
corporate opportunity is identified in the meantime which, in the view of the
Board (having consulted with key Shareholders), merits further consideration.
The Board would only recommend an alternative corporate opportunity if it
reasonably believed that such opportunity would offer Shareholders greater
benefit than a simple return of capital.
The Board intends to maintain the current level of dividend, with monthly
dividend payments, until the return of capital to Shareholders.
Further details of the Company's Strategic Review and the proposed Disposal
are set out below.
Overview of the Strategic Review
· The Board announced a Strategic Review on 16 March 2023 in response to several
challenges that had been facing the Company for some time. These included low
levels of liquidity in the Ordinary Shares; a small market capitalisation that
limited the ability of larger investors to achieve their desired quantum of
investment commitment; constraints on the Company's ability to diversify
across larger schemes in the retail warehouse market due to the relatively
small size of the Company; and cost inefficiencies from operating a subscale
company.
· All of these challenges stem from the inability of the Company to grow through
new equity issuance as the Company's Ordinary Shares, like those of its peers
in the REIT sector, have traded at a material discount to net asset value. The
Board believes it is unlikely that this situation will change in the short to
medium term and will therefore continue to frustrate the Board's long-stated
objective to grow the Company.
· The Board therefore undertook the Strategic Review with a stated preference
for structuring a merger with one or more REITs, whilst acknowledging that all
options for maximising value for Shareholders should be considered, including
selling the entire Share capital of the Company, or selling the Company's
portfolio or subsidiaries and returning monies to Shareholders.
· The Board was very pleased with the interest shown in the Company, with merger
proposals being received from a number of potential counterparties. These were
reviewed alongside other options which included, amongst other things, share
and cash offers for the Company and the entirety of the Property Portfolio.
· In considering the merger proposals, the Board focused on, inter alia: the
size of the proposed combined vehicle, and how that might enhance liquidity;
the ability of the combined vehicle to produce a compelling investment
proposition over the medium to long term; the cost savings per ordinary share
that could be secured; the levels of gearing, interest costs and debt
maturity; the ongoing level of sustainable dividend payments; and the share
rating that could realistically be achieved in the short term by the combined
vehicle.
· Each of the merger proposals was explored in detail. Although there were
proposals that achieved several of the target goals, the Board was not
satisfied that a merger could be struck on terms that secured the desired
overall outcome. Factors such as scale, increased exposure to weaker property
market sub-sectors, reduction in dividend yield and persistent material
discounts or discount volatility weighed against a merger in one form or
another.
· In the Strategic Review Announcement, the Board noted that realising the
Company's assets and putting the Company in a position to return cash to
Shareholders represented another means of maximising Shareholder value. In
considering offers made for the Property Portfolio, the Board took independent
advice on the realisation value of the assets within the Property Portfolio.
· The Board also considered a gradual sale of assets in an organised wind-down
of activities against a disposal of the entire Property Portfolio. However, it
was determined that a gradual sale could leave Shareholders facing a shrinking
market capitalisation and increasingly illiquid Ordinary Shares. In addition,
any gain from selling the parts over the whole could be eroded very quickly by
the higher costs per Ordinary Share of continuing to run the Company for an
unknown period, potentially culminating in a forced sale of the final assets.
· In the Board's assessment, the principal advantage of a portfolio disposal,
with the subsequent return of cash to Shareholders, was that the implied exit
value per Ordinary Share (after wind-up costs) had the potential to be
materially higher than the share price that could otherwise be achieved
through the creation of a merged vehicle, and would, in any event, be more
readily ascertainable than the latter.
· When considered in the light of the current market backdrop, the fact that the
Company's Ordinary Shares traded at an average discount to their net asset
value per Share of 24.6 per cent. over the 12 month period to 15 March 2023
(being the date immediately prior to the Strategic Review Announcement) and
the inability of the Company to raise additional capital in order to achieve
scale, the Board has concluded that the Disposal represents the best means of
maximising Shareholder value and is therefore in the best interests of the
Company and its Shareholders as a whole.
Information on the Property Portfolio
· As at 6 September 2023, the Property Portfolio comprised 11 well-let and
operational, convenience-led retail warehouse assets located across the UK
which are let off affordable rents. The Property Portfolio has been assembled
by the Investment Manager since the Company's launch on 28 October 2014. The
key individuals at the Investment Manager responsible for the Property
Portfolio are Danny O'Neill and Calum Bruce. As at 6 September 2023, the 1.18
million sq. ft. portfolio was let to a diversified base of 64 tenants over 108
units, with an aggregate contracted market rent of approximately £16.4
million per annum, delivering an average rent per sq. ft. of £13.97.
· The valuation of the Property Portfolio as at 15 August 2023 was £207.25
million. The valuation of the Property Portfolio as at 30 June 2023, being the
last quarterly valuation, was £208.4 million. The Valuation Report as at 15
August 2023 accounts for capital expenditure of approximately £1.3 million
having been incurred since 30 June 2023.
· During the financial year ended 30 September 2022, the Property Portfolio
generated profits of £22.1 million and £16.4 million of revenue from rental
income; delivered a net asset value total return of 11.5 per cent.; enabled
the Company to pay out an annualised dividend per Ordinary Share of 5.00
pence; and at the end of the period had an EPRA NAV per Share of 94.9 pence.
During the six months ended 31 March 2023, the Property Portfolio incurred
losses of £24.95 million; generated £7.6 million of revenue from rental
income; delivered a net asset value total return of -12.6 per cent.; enabled
the Company to pay out an annualised dividend per Ordinary Share of 5.00 pence
and at the end of the period had an EPRA NAV per Share of 80.4 pence.
· During the period from 30 September 2022 to 6 September 2023, the EPRA Vacancy
Rate fell from 6.5 per cent. to 5.8 per cent., the weighted average unexpired
lease term was 5.3 years, up from 4.5 years at the last financial year end,
and rent collection was consistently at 99.9 per cent. each quarter.
Information on Realty Income
· Realty Income is a US real estate investment trust listed on the New York
Stock Exchange, and is a constituent of the S&P 500. Realty Income
currently holds over 12,400 real estate properties which are primarily let to
commercial clients under long-term net lease agreements.
· As at 30 June 2023, Realty Income held, through RI UK 1 Limited and its
subsidiaries, 241 properties in the UK, with a total leasable space of
approximately 23 million sq. ft. As at 6 September 2023, Realty Income had a
market capitalisation of approximately US$39.1 billion.
Summary of the terms of the Disposal
· The Disposal is being made pursuant to the terms of the Sale Agreement and the
principal terms and conditions of the Sale Agreement will be set out in detail
in the Circular.
· Under the Sale Agreement, the Company has agreed to sell the entire issued
share capital of each of the Targets to the Purchaser, a wholly-owned
subsidiary of Realty Income. The Sale Agreement contains certain warranties
and indemnities given by each of the Company and the Purchaser which are
customary for a transaction of this nature.
· The Consideration of approximately £196.8 million (after agreed deductions)
is payable in full and in cash by the Purchaser on Completion, subject to
certain customary adjustments, as detailed in the Circular.
· Completion of the Disposal is conditional only upon the approval of the
Resolution by Shareholders at the General Meeting. The Board expects that,
subject to the approval of the Resolution at the General Meeting, Completion
will occur on, or around, 28 September 2023.
Financial effects of the Disposal on the Company
· The Property Portfolio comprises the entire business of the EPIC Group. After
adjustment for estimated transaction costs, the Company expects, immediately
following Completion, to have Estimated Net Assets of approximately £152.2
million, equivalent to 72.0 pence per Ordinary Share 1 .
· The Estimated Net Assets per Share equates to a 17.7 per cent. premium to the
Share price of 61.2 pence as at 15 March 2023 (the closing price immediately
prior to the Strategic Review Announcement), a 14.0 per cent. premium to the
Share price of 63.2 pence as at 2 August 2023 (the closing price immediately
prior to the Strategic Review Update Announcement) and a 10.8 per cent.
premium to the average Share price over the twelve months to 2 August 2023.
The Estimated Net Assets per Share equates to a 10.8 per cent. discount to the
latest published net asset value per Share of 80.77 pence, as at 30 June 2023.
· If Shareholders subsequently approve the voluntary liquidation of the Company
on or around 31 December 2023, the estimated amount per Share available for
distribution to Shareholders in the liquidation (taking into account the
estimated costs of liquidation, service provider termination costs and
estimated net income in the period following Completion) is expected to be
materially the same as the Estimated Net Assets per Share of 72.0 pence,
unless and to the extent that any dividends are paid in the period between
Completion and liquidation.
· No transitional services arrangements in respect of the Property Portfolio
will be required following the Disposal as Realty Income will take over the
management of all the assets within the Property Portfolio immediately upon
Completion. The Company will not, therefore, incur costs in implementing
transitional services arrangements in respect of the Property Portfolio going
forward.
Use of net cash reserves and Debt Facilities
· If the Disposal becomes unconditional, it is the intention of the Board to
seek Shareholder approval for the voluntary liquidation of the Company with a
view to distributing substantially all of the Company's net assets (which will
comprise of cash) to Shareholders as soon as reasonably practicable (with the
target being, by the end of this calendar year), unless an appropriate
corporate opportunity is identified in the meantime which, in the view of the
Board (having consulted with key Shareholders), merits further consideration.
The Board would only recommend an alternative corporate opportunity if it
reasonably believed that such opportunity would offer Shareholders greater
benefit than a simple return of capital.
· It is expected that, as part of and on the day of Completion, the existing
Debt Facilities will be novated or transferred to the Company on the same
terms that are currently in place. This novation or transfer will be achieved
by the novation of the No.2 Facility Agreement and the provision of a new
facility to the Company by Aviva Commercial Finance under such novated No.2
Facility Agreement to repay amounts outstanding under the No.1 Facility
Agreement. This will result in the Company owing amounts to Aviva Commercial
Finance in the same amounts and on the same terms as the Facility Agreements.
The Debt Facilities will be repaid on the date of liquidation if Shareholders
approve the voluntary liquidation of the Company, as described above.
· The Board intends to hold the cash proceeds of the Disposal together with
existing cash reserves (which will be secured in favour of Aviva Commercial
Finance) in interest bearing current accounts. The Board intends to maintain
the current level of dividend, with monthly dividend payments, until the
return of capital to Shareholders.
· Should Shareholder approval to put the Company into voluntary liquidation not
be obtained, the Board would reassess the options available to the Company at
that time.
General Meeting
· The Disposal is conditional on the passing of the Resolution at the General
Meeting. Notice of the General Meeting, which will be held at the offices of
Dickson Minto W.S., Level 4, Dashwood House, 69 Old Broad Street, London EC2M
1QS at 11.00 a.m. on 26 September 2023, is set out in the Circular.
· The General Meeting is being held for the purposes of considering and, if
thought fit, passing the Resolution. The Resolution proposes that the Disposal
be approved and that the Directors be authorised to implement the Disposal.
The Resolution will be proposed as an ordinary resolution, requiring a
majority of votes cast to be in favour for the Resolution to be passed. The
full text of the Resolution is included in the Notice of the General Meeting.
· In the event that the Resolution is not passed and, as a result, the Disposal
does not proceed, the Company will be liable to pay the Purchaser's costs up
to approximately £1.46 million, in accordance with the Cost Cover Agreement,
and its own abort costs which are expected to be approximately £1.3 million.
Recommendation
· The Board has received financial advice from each of Investec and Dickson
Minto Advisers, the Company's joint financial advisers, in connection with the
Disposal and, in giving such financial advice to the Board, each of Investec
and Dickson Minto Advisers has relied on the Board's commercial assessment of
the Disposal.
· The Board considers that the Disposal and the passing of the Resolution are in
the best interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting, as the Directors
intend to do in respect of their own beneficial holdings, which, in aggregate,
amount to 370,775 Ordinary Shares, representing approximately 0.175 per cent.
of the Company's issued Ordinary Share capital as at 6 September 2023
Irrevocable undertakings
· The Company has received an irrevocable undertaking to vote in favour of the
Resolution from TR Property Investment Trust plc in respect of, in aggregate,
34,686,226 Ordinary Shares, representing approximately 16.41 per cent. of the
Company's issued Ordinary Share capital as at 6 September 2023.
REIT status
· Upon Completion, the Company will dispose of the entirety of the Property
Portfolio. As a result, the Company will no longer satisfy the conditions of
the UK REIT Regime, will be deemed to have ceased to be a REIT from the date
of Completion and will thereafter not benefit from the tax treatment afforded
by REIT status.
Formal Sales Process
· The Strategic Review, and the Formal Sales Process framework within which it
was conducted, have now concluded, and the Company is therefore no longer in
an "Offer Period" as defined in the Takeover Code. As a consequence, the
requirement to make disclosures under Rule 8 of the Takeover Code has now
ceased.
Expected timetable of principal events
The expected timetable of principal events in relation to the General Meeting
is as follows:
Event 2023
Announcement of the Disposal 8 September
Publication of the Circular and the Notice of General 8 September
Meeting
Latest time and date for receipt of proxy appointments (whether online, via a 11.00 a.m. on 22 September
CREST Proxy Instruction or by a hard copy Form of Proxy) in respect of the
General Meeting
Record time and date for entitlement to vote at the General 6.00 p.m. on 22 September
Meeting
General Meeting 11.00 a.m. on 26 September
Anticipated Completion Date (subject to the Resolution being passed at the 28 September
General Meeting)
Longstop Date 29 September
Notes:
1) All references to time in the expected timetable set out above and
in this announcement are to London (UK) time, unless otherwise stated.
2) The expected timetable set out above and referred to throughout
this announcement may be subject to change. If any of the above times and/or
dates should change, the new times and/or dates will be announced to
Shareholders through a Regulatory Information Service.
3) The timing of Completion is dependent upon, amongst other things,
the passing of the Resolution at the General Meeting, and if there is any
delay in the passing of the Resolution the Anticipated Completion Date may
change. If Completion does not occur by the Longstop Date, the Disposal shall
not take place.
Dickson Minto Advisers is acting as sponsor to the Company in connection with
the Disposal.
Defined terms used in this announcement shall, unless the context requires
otherwise, have the meanings ascribed to them in the Circular.
Enquiries
Investec Bank plc (Lead Financial Adviser and Corporate Broker) 020 7597 4000
David Yovichic
Denis Flanagan
Dickson Minto Advisers (Joint Financial Adviser and Sponsor) 020 7649 6823
Douglas Armstrong
KL Communications (PR Advisers) 07729 911301
Stephanie Ross
Ben Robinson
IMPORTANT NOTICES
Financial advisers
Investec Bank plc, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting as joint financial adviser to the
Company and for no one else in connection with the matters set out in this
announcement and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor for
providing advice in connection with the matters set out in this announcement.
Dickson Minto Advisers, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as sponsor and joint
financial adviser to the Company and for no one else in connection with the
matters set out in this announcement and is not, and will not be, responsible
to anyone other than the Company for providing the protections afforded to its
clients nor for providing advice in connection with the matters set out in
this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
upon Investec and/or Dickson Minto Advisers by FSMA or the regulatory regime
established thereunder, neither Investec, Dickson Minto Advisers nor any
persons associated or affiliated with them accepts any responsibility
whatsoever or makes any representation or warranty, express or implied,
concerning the contents of this announcement, including its accuracy,
completeness or verification, or concerning any other statement made or
purported to be made by it or them, or on its or their behalf, the Company or
the Directors in connection with the Company or the Disposal, and nothing in
this announcement is, or shall be relied upon as, a promise or representation
in this respect, whether as to the past or future. Investec, Dickson Minto
Advisers and their respective associates and affiliates accordingly disclaim,
to the fullest extent permitted by law, all and any responsibility and
liability whether arising in tort, contract or otherwise (save as referred to
herein) which it or they might otherwise have in respect of this announcement
or any such statement.
General
This announcement is not a prospectus and is not intended to, and does not,
constitute or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose
of, or issue any securities whether pursuant to this announcement or
otherwise.
The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities law or any such jurisdiction
Market and industry information
Certain information in this announcement has been sourced from third parties.
Where information in this announcement has been sourced from third parties,
the source of such information has been clearly stated adjacent to the
reproduced information.
All information contained in this announcement which has been sourced from
third parties has been accurately reproduced and, as far as the Company is
aware and is able to ascertain from information published by the relevant
third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
All references to market data, industry statistics and forecasts and other
information in this announcement consist of estimates based on data and
reports compiled by industry professionals, organisations, analysts, publicly
available information or the Company's own knowledge of their relevant
markets.
Market data and statistics are inherently speculative and are not necessarily
reflective of actual market conditions. Such statistics are based on market
research, which itself is based on sampling and subjective judgements by both
the researchers and the respondents, including judgements about what types of
products and transactions should be included in the relevant market. In
addition, the value of comparisons of statistics for different markets is
limited by many factors, including that: (i) the markets may be defined
differently; (ii) the underlying information may be gathered by different
methods; and (iii) different assumptions may be applied in compiling the data.
Accordingly, any market statistics included in this announcement should be
viewed with caution.
Information regarding forward-looking statements
This announcement and the information incorporated by reference into this
announcement contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature. All statements
in this announcement other than statements of historical fact are
forward-looking statements. They are based on intentions, beliefs and/or
current expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. Often, but not always, forward-looking statements can be
identified by the use of a date in the future or forward-looking words such as
"plans", "expects", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "believes", "targets",
"aims", "projects" or words or terms of similar substance or the negative of
those terms, as well as variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations or events that are beyond the Company's
control.
Forward-looking statements include statements regarding the intentions,
beliefs or current expectations of the Company concerning, without limitation:
(a) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (b) business and management strategies and the
expansion and growth of the Company's operations and assets; and (c) the
effects of global economic conditions on the Company's business.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors may cause the actual results,
performance or achievements of the EPIC Group to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause the actual
results, performance or achievements of the EPIC Group to differ materially
from the expectations of the EPIC Group include, amongst other things, general
business and economic conditions globally, industry and market trends,
competition, changes in government and changes in law, regulation and policy,
including in relation to taxation, interest rates and currency fluctuations,
the outcome of any litigation, the impact of any acquisitions or similar
transactions, IT system and technology failures, political and economic. Such
forward-looking statements should therefore be construed in the light of such
factors.
Neither the Company nor any of its Directors, officers or advisers provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Forward-looking statements contained in this announcement apply only as at the
date of this announcement. Other than in accordance with its legal or
regulatory obligations (including under the Prospectus Regulation Rules, the
Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR, the
Company is not under any obligation and the Company expressly disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
No profit forecast or estimate
No statement in this announcement is intended as a profit forecast or profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings, earnings per Ordinary Share or income, cash
flow from operations or free cash flow for the EPIC Group or the Company, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings, earnings per Ordinary Share or
income, cash flow from operations or free cash flow for the EPIC Group or the
Company, as appropriate.
Presentation of financial information
References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p" and
"pence" are to the lawful currency of the United Kingdom.
References to "US$" are to the lawful currency of the United States.
Certain financial data has been rounded, and, as a result of this rounding,
the totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data.
LEI Number
The Company's LEI Number is 213800JRL87EGX9TUI28
1 For the avoidance of doubt, the Estimated Net Assets per Share is inclusive
of the monthly dividend of 0.4167 pence per Share due to be paid on 29
September 2023.
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