REG - EPE Special Opps Ltd EPE Special Opp-EO.P EPE Special Opp-EL.P - Half-year Report
09/09/2025 07:00
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RNS Number : 4877Y EPE Special Opportunities Limited 09 September 2025
EPE Special Opportunities Limited
("ESO" or the "Company")
Interim Report and Unaudited Condensed Consolidated Financial Statements for
the six months ended 31 July 2025
The Board of EPE Special Opportunities is pleased to announce the Company's
Interim Report and Unaudited Condensed Consolidated Financial Statements for
the six months ended 31 July 2025.
Summary
· The macro-economic environment in the six months to 31 July 2025 has
been characterised by geo-political uncertainty and global trade disruption.
The priority of the Board and the Investment Advisor has been to ensure that
the portfolio is able to adapt to changing trading conditions whilst
progressing long term value creation plans.
· The Net Asset Value ("NAV") per share* of the Company as at 31 July
2025 was 301 pence, representing a decrease of 8 per cent. on the NAV per
share* of 328 pence as at 31 January 2025.
· The share price of the Company as at 31 July 2025 was 150 pence,
representing an increase of 1 per cent. on the share price of 149 pence as at
31 January 2025.
· In July 2025, Luceco released a trading update for the six months
ended 30 June 2025. The business announced year-on-year growth of 15 per cent.
on sales of £125 million and adjusted operating profit of £13.5 - 13.8
million in the period. Full year guidance was maintained in line with market
expectations. As at 30 June 2025 net debt* was 1.6x LTM EBITDA*, within the
target range of 1-2x. Substantial progress has been made on the integration of
CMD into Luceco's supply chain, providing a solid platform for future growth.
· Whittard continues to perform well, with 12 per cent. year-to-date
like-for-like sales growth and a 25 per cent. increase in footfall across its
retail channel. The business' loyalty programme has continued to see strong
uptake, surpassing over 500,000 members. Progress continues in international
markets, with the business launching in a number of premium supermarkets in
China and growing pipelines in wider Asian markets and the Middle East. On 26
August 2025, Whittard completed a refinancing of its debt facilities, with new
facilities including a £10 million term loan and £2 million RCF to the
business. Proceeds from the refinance were returned to ESO.
· Rayware has continued to face challenging trading conditions, but
delivered year-on-year sales growth in the period. The business made progress
in its channel growth strategy, achieving pleasing growth in the US market and
in its Amazon marketplace channel. The business completed a number of senior
hires in the period, including a new Head of Marketing, Head of HR and the
addition of a Financial Controller and Finance Business Partner.
· Pharmacy2U has maintained robust organic growth across its channels.
The integration of LloydsDirect is progressing well, contributing significant
scale.
· Denzel's has completed a strategic realignment of its growth
strategy, supported by the hire of a new COO. In March 2025, the Company,
through its subsidiary ESO Investments 1 Limited, invested £0.4 million in
Denzel's to support the business.
· In July 2025, the Company acquired LSA International, a brand which
designs, develops and distributes a wide range of award-winning interior
products, including glassware, tableware and interior accessories. As part of
the transaction, ESO has invested up to £2.1 million in cash and issued
298,013 shares to the former shareholders of LSA International. LSA has
achieved international recognition and a strong reputation for design led,
contemporary products centred on quality, European craftmanship and
sustainability. LSA has built an extensive network of customers across
markets, including some of the world's most prestigious retailers and luxury
hotel groups. ESO will assist LSA's future growth ambitions, accelerated by
collaboration and integration with the Company's existing platform in the
homewares sector, Rayware.
· The Company had cash balances of £7.0 million*(1) as at 31 July 2025.
As at 31 August 2025, following the completion of Whittard's refinance, cash
balances were £16.1 million. In July 2025, the Company agreed the extension
of the maturity of £4.0 million of unsecured loan notes to July 2026. The
Company has no other third-party debt outstanding. In the period, the Company
completed ordinary share buybacks in the market totalling 1.4 million ordinary
shares at a weighted average share price of 147 pence.
· As at 31 July 2025, the Company's unquoted portfolio was valued at a
weighted average EBITDA to enterprise value multiple of 7.9x (excluding assets
investing for growth) and the portfolio has a low level of third-party
leverage with net debt at 1.1x EBITDA in aggregate.
Mr Clive Spears, Chairman, commented: "Given the challenging conditions in the
six months to 31 July 2025 the Board, Investment Advisor and portfolio
management teams have been focused on safeguarding the Company and its
investments. The Company was pleased to announce the completion of a new
investment in July 2025 into LSA International, which is intended to
ultimately be integrated into the Company's platform in the sector, The
Rayware Group. The Board would like to extend their thanks to the Investment
Advisor and portfolio management teams for their efforts through a demanding
period and look forward to updating shareholders on further progress at the
year end."
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.
Note *: See Alternative Performance Measures of this Interim Report and
Unaudited Condensed Consolidated Financial Statements.
Enquiries:
EPIC Investment Partners LLP +44 (0) 207 269 8865
Rupert Palmer
Langham Hall Fund Management (Jersey) Limited +44 (0) 153 488 5200
Amanda Robinson
Cardew Group Limited +44 (0) 207 930 0777
Richard Spiegelberg
Deutsche Numis +44 (0) 207 260 1000
Nominated Advisor: Stuart Skinner
Corporate Broker: Charles Farquhar
The Chairman's Statement
The macro-economic environment in the six months to 31 July 2025 has been
characterised by geo-political uncertainty and global trade disruption. The
priority of the Board and the Investment Advisor has been to ensure that the
portfolio is able to adapt to changing trading conditions while progressing
long term value creation plans. In July 2025, the Company was pleased to
announce the acquisition of LSA International ("LSA"), a premium glassware
brand, which is intended to ultimately be integrated into the Company's
platform in the homewares sector, The Rayware Group ("Rayware").
The Net Asset Value ("NAV") per share* of the Company as at 31 July 2025 was
301 pence, representing a decrease of 8 per cent. on the NAV per share* of 328
pence as at 31 January 2025. The share price of the Company as at 31 July 2025
was 150 pence, representing an increase of 1 per cent. on the share price of
149 pence as at 31 January 2025. The share price of the Company represents a
discount* of 50 per cent. to the NAV per share of the Company as at 31 July
2025. The Company seeks to manage the discount to NAV via capital management,
including ordinary share buyback programmes, as well as achieving further
diversification of the investment portfolio and scale in the Company.
The Company has continued to focus on liquidity and safeguarding the
portfolio's financial position, while laying the foundations for long-term
growth.
· Luceco plc ("Luceco") released a trading update for the six months
ended 30 June 2025 announcing continued growth with sales of £125 million and
an operating profit in the region of £13.5 - 13.8 million.
· Whittard of Chelsea ("Whittard") has maintained good momentum across
its sales channels, with like-for-like sales up 12 per cent. year-to-date
supported by the success of new store openings. International channels
continued to develop, with growing pipelines in Asia and the Middle East.
Whittard completed a refinancing of its debt facilities in August 2025.
· Rayware delivered year-on-year sales growth despite a difficult
operating environment, led by strong performance in the business's US and
Amazon channels.
· Pharmacy2U ("P2U") continues to deliver strong sales and profitability
growth, following the successful integration of LloydsDirect.
· Denzel's has refocused its channel strategy on scaling its core
national retailer accounts and delivering efficient digital sales.
The Company completed the following investments in the period:
· In March 2025, the Company, through its subsidiary ESO Investments 1
Limited ("ESO 1"), invested £0.4 million in Denzel's to support the business.
· In July 2025, the Company, through its subsidiary ESO Investments 1
Limited, acquired LSA International, a brand which designs, develops and
distributes a wide range of award-winning interior products, including
glassware, tableware and interior accessories. As part of the transaction, ESO
1 invested up to £2.1 million in cash and issued 298,013 shares to the
former shareholders of LSA International.
The performance of the investment portfolio is a key driver of the Net Asset
Value performance of the Company.
The Company had cash balances of £7.0 million*(1) as at 31 July 2025.
Prioritising liquidity and managing the capital structure of the Company has
been the focus for the Board, whilst the macro-economic environment remains
challenging. In July 2025, the Company exercised its right to extend the
maturity of its £4.0 million unsecured loan notes to July 2026. As at 31
August 2025, following the completion of Whittard's refinance, cash balances
were £16.1 million. The Company has 9.5 million ZDP shares remaining in
issue, maturing in December 2026. The Company has no other third-party debt
outstanding. Between April and July 2025, the Company completed buybacks in
the market totalling 1.4 million ordinary shares (or 4 per cent. of the
Company's issued ordinary share capital) at a weighted average share price of
147 pence.
The Board would like to extend their thanks to the Investment Advisor and
portfolio management teams for their efforts through a demanding period and
look forward to updating shareholders on further progress at the year end.
Clive Spears
Chairman
8 September 2025
(1) Company liquidity is stated inclusive of cash held by subsidiaries in
which the Company is the sole investor.
*: See Alternative Performance Measures of this Interim Report and Unaudited
Condensed Consolidated Financial Statements.
Investment Advisor's Report
The Investment Advisor was pleased to announce the Company's investment in LSA
in July 2025 and continues to consider a pipeline of further opportunities.
The Company has acted to increase liquidity in the period to support the
portfolio and investment activity, extending the maturity of its £4.0 million
unsecured loan notes to July 2026. The Investment Advisor executed a share
buyback programme during the period which acquired 1.4 million ordinary shares
at an average price of 147p, returning £2.0 million capital to shareholders
and seeking to manage the share price discount to NAV. As the uncertain global
environment continues to evolve the Investment Advisor and the Board will
carefully monitor the outlook for the portfolio.
The NAV per share* of the Company as at 31 July 2025 was 301 pence,
representing a decrease of 8 per cent. on the NAV per share* of 328 pence as
at 31 January 2025. The share price of the Company as at 31 July 2025 was 150
pence, representing an increase of 1 per cent. on the share price of 149 pence
as at 31 January 2025.
The Company had cash balances of £7.0 million*(1) as at 31 July 2025. As at
31 August 2025, following the completion of Whittard's refinancing, cash
balances were £16.1 million. Liquidity is available to support the portfolio,
meet committed obligations and deploy into attractive investment
opportunities. Net third-party debt(*) in the underlying portfolio stands at
1.1x EBITDA(*) in aggregate.
The Company's unquoted investment portfolio is valued at a weighted average
enterprise value to EBITDA multiple* of 7.9x for mature assets (excluding
assets investing for growth). The valuation has been derived by reference to
quoted comparables, after the application of a liquidity discount to adjust
for the portfolio's scale and unquoted nature. The Investment Advisor notes
that the fair market value of the portfolio remains exposed to a volatile
macro-environment and equity market valuations.
In July 2025, Luceco released a trading update for the six months ended 30
June 2025. The business announced year-on-year growth of 15 per cent. on sales
of £125 million and adjusted operating profit of £13.5 - 13.8 million in the
period. Full year guidance was maintained in line with market expectations. As
at 30 June 2025, net debt* was 1.6x LTM EBITDA*, within the target range of
1-2x. Substantial progress has been made on the integration of CMD into
Luceco's supply chain, providing a solid platform for future growth.
Whittard continues to perform well, with 12 per cent. year-to-date
like-for-like sales growth and a 25 per cent. increase in footfall across its
retail channel. The business' loyalty programme has continued to see strong
uptake, surpassing over 500,000 members. Progress continues in international
markets, with the business launching in a number of premium supermarkets in
China and growing pipelines in wider Asian markets and the Middle East. On 26
August 2025, Whittard completed a refinancing of its debt facilities with a
third party lender, with new facilities including a £10 million term loan and
£2 million RCF to the business. Proceeds from the refinance were returned to
ESO.
Rayware has continued to face challenging trading conditions, but delivered
year-on-year sales growth in the period. The business made progress in its
channel growth strategy, achieving pleasing growth in the US market and in its
Amazon marketplace channel. The business completed a number of senior hires in
the period, including a new Head of Marketing, Head of HR and the addition of
a Financial Controller and Finance Business Partner.
Pharmacy2U has maintained robust organic growth across its channels. The
integration of LloydsDirect is progressing well, contributing significant
scale.
Denzel's has completed a strategic realignment of its growth strategy,
supported by the hire of a new COO. In March 2025, the Company, through its
subsidiary ESO Investments 1 Limited, invested £0.4 million in Denzel's to
support the business.
In July 2025, as a result of adverse trading conditions and working capital
pressures, administrators were appointed over all trading entities owned by
Hamsard 3462 Limited (trading as David Phillips), in which ESO Investments 1
Limited is an investor(2). There was no impact on the Company's net asset
value at 31 July 2025 as a result of this development, given the prevailing
holding value of this investment.
In July 2025, the Company acquired a majority stake in LSA International, a
brand which designs, develops and distributes a wide range of award-winning
interior products, including glassware, tableware and interior accessories. As
part of the transaction, ESO has invested up to £2.1 million in cash and
issued 298,013 shares to the former shareholders of LSA International. LSA
has achieved a strong reputation for design led, contemporary products centred
on quality, craftmanship and sustainability. LSA supplies a broad range of
premium retailers, hospitality partners and distributors in the UK and
international markets, as well as operating e-commerce and marketplace
channels. ESO will assist LSA's future growth ambitions, accelerated by
collaboration and integration with the Company's existing portfolio company in
the homewares sector, Rayware.
The Investment Advisor would like to express its gratitude to the portfolio's
management and employees for their continued perseverance and dedication. The
Investment Advisor thanks the Board and the Company's shareholders for their
ongoing support.
EPIC Investment Partners LLP
Investment Advisor to the Company
8 September 2025
(1) Company liquidity is stated inclusive of cash held by subsidiaries in
which the Company is the sole investor.
(2) See Note 1 of this Interim Report and Unaudited Condensed Consolidated
Financial Statements.
*: See Alternative Performance Measures of this Interim Report and Unaudited
Condensed Consolidated Financial Statements.
Report of the Directors
Principal activity and incorporation
EPE Special Opportunities Limited (the "Company") was incorporated in the Isle of Man as a company limited by shares under the Laws with registered number 108834C on 25 July 2003. On 23 July 2012, the Company re-registered under the Isle of Man Companies Act 2006, with registration number 008597V. On 11 September 2018, the Company re-registered under the Bermuda Companies Act 1981, with registration number 53954. The Company's ordinary shares are quoted on AIM, a market operated by the London Stock Exchange, and the Growth Market of the Aquis Stock Exchange (formerly the NEX Exchange). The Company's Zero Dividend Preference Shares ("ZDP") are admitted to trade on the London Stock Exchange (non-equity shares and non-voting equity shares). The Company's Unsecured Loan Notes ("ULN") are quoted on the Growth Market of the Aquis Stock Exchange.
The principal activity of the Company and its subsidiaries holding vehicles (together the "Subsidiaries") is to provide long-term return on equity for its shareholders by investing between £2 million and £30 million in small and medium sized companies. The Company targets growth capital and buy-out opportunities, special situations and distressed transactions, deploying capital where it believes the potential for shareholder value creation to be compelling. The Company has the flexibility to invest in public as well as private companies and is also able to invest in Special Purpose Acquisition Companies ("SPACs") and third-party funds. The Company will consider most industry sectors including business services, consumer and retail, financial services and the industrials sector. The portfolio is likely to be concentrated, numbering between two and ten assets at any one time, which allows the Company to allocate the necessary resource to form genuinely engaged and supportive partnerships with management teams. This active approach facilitates the delivery of truly transformational initiatives in underlying investments during the Company's period of ownership.
The Subsidiary investment holding vehicles are not consolidated in the group's financial statements in accordance with IFRS 10. The Company also controls an employee benefit trust ("EBT") established to operate the jointly owned share plan and share-based payment scheme for the Company's Directors and certain employees of the Investment Advisor. The interim financial statements presented in this Interim Report and Accounts are the condensed consolidated financial statements of the Company and the EBT subsidiary. The Company and the EBT subsidiary are collectively referred to as the "Group" hereinafter.
Registered office
The Company's registered office is:
Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
Place of business
The Company operated out of and was controlled from:
Gaspe House, 66-72 Esplanade, St Helier, Jersey, Channel Islands, JE1 2LH.
Results of the financial period
Results for the period are set out in the Condensed Consolidated Statement of
Comprehensive Income and in the Condensed Consolidated Statement of Changes in
Equity.
Dividends
The Board does not recommend a dividend in relation to the current period (for the period ended 31 July 2024: nil; for the year ended 31 January 2025: nil).
Corporate governance principles
The Directors, place a high degree of importance on ensuring that the Company maintains high standards of Corporate Governance and have therefore adopted the Quoted Companies Alliance 2023 Corporate Governance Code (the "QCA Code").
The Board holds at least four meetings annually and has established an Audit and Risk Committee. The Board does not intend to establish remuneration and nomination committees given the current composition of the Board and the nature of the Company's operations. The Board reviews annually the remuneration of the Directors and agrees on the level of Directors' fees.
Composition of the Board
The Board currently comprises five non-executive directors, all of whom are independent. Clive Spears is Chairman of the Board, David Pirouet is Chairman of the Audit and Risk Committee.
Audit and Risk Committee
The Audit and Risk Committee comprises David Pirouet (Chairman of the Committee) and all other Directors. The Audit and Risk Committee provides a forum through which the Company's external auditors report to the Board.
The Audit and Risk Committee meets twice a year, at a minimum, and is responsible for considering the appointment and fee of the external auditors and for agreeing the scope of the audit and reviewing its findings. It is responsible for monitoring compliance with accounting and legal requirements, ensuring that an 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 Group has a robust approach to risk management that involves ongoing risk assessments, communication with our Board of Directors and Investment Advisor, and the development and implementation of a risk management framework along with reports, policies and procedures. We continue to monitor relevant emerging risks and consider the market and macro impacts on our key risks.
Risk Description Mitigation
Performance Risk In the event the Company's investment portfolio underperforms the market, the 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
Company may underperform vs. the market and peer benchmarks. 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 The Directors and Investment Advisor keep the portfolio under review and focus
assets. In a concentrated portfolio, if the valuation of any asset decreases closely on those holdings which represent the largest proportion of total
it may have a material impact on the Company's NAV. value.
Liquidity Management Liquidity risk is the risk that the Company will encounter difficulty in The Board and Investment Advisor closely monitor cash flow forecasts in
meeting the obligations associated with its financial liabilities that are conjunction with liability maturity. Liquidity forecasts are carefully
settled by delivering cash or another financial asset. 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.
Directors
The Directors of the Company holding office during the financial period and to date are:
Mr. C.L. Spears (Chairman)
Ms. H. Bestwick
Mr. M.M Gray
Ms. H. MacCallum
Mr. D.R. Pirouet
Related Party Transactions
Details in respect of the Group's related party transactions during the period are included in note 15 to the interim financial statements.
Staff and Secretary
At 31 July 2025 the Group employed no staff (for the period ended 31 July 2024: none; for the year ended 31 January 2025: none).
Independent Review
The current year is the fourth year in which PricewaterhouseCoopers CI LLP are undertaking the interim review for the Group. PricewaterhouseCoopers CI LLP have indicated willingness to continue in office.
On behalf of the Board
Heather Bestwick
Director
8 September 2025
Statement of Directors' Responsibilities
in respect of the Interim Report & Unaudited Condensed Consolidated
Financial Statements
The Directors are responsible for preparing the Interim Report & Unaudited
Condensed Consolidated 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 consolidated 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 auditors 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.
Legislation in Bermuda governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
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
8 September 2025
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 31 July 2025
1 Feb 2025 to 31 Jul 2025 1 Feb 2024 to 31 Jul 2024 1 Feb 2024 to 31 Jan 2025
Total (unaudited) Total (unaudited) Total (audited)
Note £ £ £
Income
Interest income 164,347 374,341 709,751
Net fair value movement on investments* (7,381,385) 256,129 3,443,032
Total (loss) / income (7,217,038) 630,470 4,152,783
Expenses
4 Investment advisor's fees (877,120) (978,425) (1,898,990)
15 Directors' fees (86,000) (70,000) (149,290)
5 Share-based payment expense (102,261) (165,210) (308,433)
6 Other expenses (303,602) (297,404) (605,486)
Total expense (1,368,983) (1,511,039) (2,962,199)
(Loss) / profit before finance costs and tax (8,586,021) (880,569) 1,190,584
Finance charges
13 Interest on unsecured loan note instruments (159,509) (159,509) (319,018)
13 Zero dividend preference shares finance charge (316,820) (394,570) (789,942)
(Loss) / profit for the period / year before taxation (9,062,350) (1,434,649) 81,624
Taxation - - -
(Loss) / profit for the period / year (9,062,350) (1,434,649) 81,624
Other comprehensive income - - -
Total comprehensive (loss) / income (9,062,350) (1,434,649) 81,624
11 Basic (loss) / profit per ordinary share (pence) (33.51) (5.41) 0.29
11 Diluted (loss) / profit per ordinary share (pence) (31.47) (4.80) 0.27
*The net fair value movement on investments are 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.
The Condensed Consolidated Statement of Comprehensive Income should be read in
conjunction with the accompanying notes.
Condensed Consolidated Statement of Assets and Liabilities
As at 31 July 2025
31 July 2025 (unaudited) 31 January 2025 (audited) 31 July 2024 (unaudited)
Note £ £ £
Non-current assets
7 Investments at fair value through profit or loss 94,296,064 100,502,430 95,512,154
94,296,064 100,502,430 95,512,154
Current assets
9 Cash and cash equivalents 6,583,432 11,069,366 18,356,255
Trade and other receivables and prepayments 42,971 68,228 53,125
6,626,403 11,137,594 18,409,380
Current liabilities
Trade and other payables (632,907) (653,033) (654,226)
13 Unsecured loan note instruments (3,987,729) (3,987,729) (3,987,729)
(4,620,636) (4,640,762) (4,641,955)
Net current assets 2,005,767 6,496,832 13,767,425
Non-current liabilities
13 Zero dividend preference shares (11,347,453) (11,030,633) (14,108,761)
(11,347,453) (11,030,633) (14,108,761)
Net assets 84,954,378 95,968,629 95,170,818
Equity
10 Share capital 1,745,729 1,730,828 1,730,828
10 Share premium 14,054,726 13,619,627 13,619,627
16 Capital reserve 96,585,640 103,967,025 100,780,122
16 Revenue reserve and other equity (27,431,717) (23,348,851) (20,959,759)
Total equity 84,954,378 95,968,629 95,170,818
12 Net asset value per share (pence) 301.09 327.52 318.54
The Condensed Consolidated Statement of Assets and Liabilities should be read
in conjunction with the accompanying notes.
The financial statements were approved by the Board of Directors on 8
September 2025 and signed on its behalf by:
Clive
Spears
David Pirouet
Director
Director
Condensed Consolidated Statement of Changes in Equity
For the six months ended 31 July 2025
Six months ended 31 July 2025 (unaudited)
Share capital Share premium Capital reserve Revenue reserve Total
Note £ £ £ £ £
Balance at 1 February 2025 1,730,828 13,619,627 103,967,025 (23,348,851) 95,968,629
Total comprehensive loss for the period - - (7,381,385) (1,680,965) (9,062,350)
Contributions by and distributions to owners
5 Share-based payment charge - - - 102,261 102,261
Share ownership scheme participation - - - 36,605 36,605
10 Purchase of shares - - - (2,040,767) (2,040,767)
10 Share acquisition for JOSP scheme - - - (500,000) (500,000)
10 Issue of new shares 14,901 435,099 - - 450,000
Total transactions with owners 14,901 435,099 - (2,401,901) (1,951,901)
Balance at 31 July 2025 1,745,729 14,054,726 96,585,640 (27,431,717) 84,954,378
Year ended 31 January 2025 (audited)
Share capital Share premium Capital reserve Revenue reserve Total
£ £ £ £ £
Balance at 1 February 2024 1,730,828 13,619,627 100,523,993 (18,994,472) 96,879,976
Total comprehensive income for the year - - 3,443,032 (3,361,408) 81,624
Contributions by and distributions to owners
5 Share-based payment charge - - - 308,433 308,433
Share ownership scheme participation - - - 44,736 44,736
10 Purchase of shares - - - (872,064) (872,064)
10 Share acquisition for JOSP scheme - - - (474,076) (474,076)
Total transactions with owners - - - (992,971) (992,971)
Balance at 31 January 2025 1,730,828 13,619,627 103,967,025 (23,348,851) 95,968,629
Six months ended 31 July 2024 (unaudited)
Share capital Share premium Capital reserve Revenue reserve Total
£ £ £ £ £
Balance at 1 February 2024 1,730,828 13,619,627 100,523,993 (18,994,472) 96,879,976
Total comprehensive loss for the period - - 256,129 (1,690,778) (1,434,649)
Contributions by and distributions to owners
5 Share-based payment charge - - - 165,210 165,210
Share ownership scheme participation - - - 34,357 34,357
Share acquisition for JOSP scheme - - - (474,076) (474,076)
Total transactions with owners - - - (274,509) (274,509)
Balance at 31 July 2024 1,730,828 13,619,627 100,780,122 (20,959,759) 95,170,818
The Condensed Consolidated Statement of Changes in Equity should be read in
conjunction with the accompanying notes.
Condensed Consolidated Statement of Cash Flows
For the six months ended 31 July 2025
1 Feb 2025 to 31 July 2025 (unaudited) 1 Feb 2024 to 31 July 2024 (unaudited)
1 Feb 2024 to 31 Jan 2025 (audited)
Note £ £ £
Operating activities
Interest income received 164,347 709,751 374,341
Expenses paid (1,262,944) (2,670,754) (1,346,844)
7 Purchase of investments (2,546,153) (4,605,969) (1,885,969)
7 Proceeds from investments 1,821,134 8,268,610 7,351,983
Net cash (used in) / generated from operating activities (1,823,616) 1,701,638 4,493,511
Financing activities
Unsecured loan note interest paid (159,509) (319,018) (159,509)
Purchase of shares (2,040,767) (872,064) -
Share acquisition for JOSP scheme (500,000) (474,076) (474,076)
Buyback of zero dividend preference shares - (3,473,500) -
Share ownership scheme participation 36,605 44,736 34,357
Net cash used in financing activities (2,663,671) (5,093,922) (599,228)
(Decrease) / increase in cash and cash equivalents (4,487,287) 3,894,283
(3,392,284)
Effect of exchange rate fluctuations on cash and cash equivalents 1,353 (845) (523)
Cash and cash equivalents at start of period / year 11,069,366 14,462,495
14,462,495
Cash and cash equivalents at end of period / year 6,583,432 11,069,366 18,356,255
Reconciliation of net debt
Cash and cash equivalents On 31 January 2025 Cash flows Other non-cash charge On 31 July 2025
£ £ £ £
Cash at bank 11,069,366 (4,487,287) 1,353 6,583,432
Unsecured loan note (3,987,729) 159,509 (159,509) (3,987,729)
instruments
Zero dividend preference shares (11,030,633) - (316,820) (11,347,453)
Net debt (3,948,996) (4,327,778) (474,976) (8,751,750)
The Condensed Consolidated Statement of Cash Flows should be read in
conjunction with the accompanying notes.
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 31 July 2025
1 General information
On 25 July 2003, the Company was incorporated with limited liability in the
Isle of Man. On 23 July 2012, the Company then re-registered in the Isle of
Man in order to bring the Company within the Isle of Man Companies Act 2006,
with registration number 008597V. On 11 September 2018, the Company
re-registered under the Bermuda Companies Act 1981, with registration number
53954. The Company moved its operations to Jersey with immediate effect on 17
May 2017 and has subsequently operated from Jersey only.
The Company's ordinary shares are quoted on AIM, a market operated by the
London Stock Exchange, and the Growth Market of the Aquis Stock Exchange
(formerly the NEX Exchange). The Company's zero dividend preference shares are
admitted to trade on the main market of the London Stock Exchange (non-equity
shares and non-voting equity shares). The Company's unsecured loan notes are
quoted on the Growth Market of the Aquis Stock Exchange.
The interim financial statements are as at and for the six months ended 31
July 2025, 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 2025 are available upon request from the Company's business office at
3rd Floor, Gaspe House, 66-72 Esplanade, St Helier, Jersey, Channel Islands,
JE1 2LH and the registered office at Clarendon House, 2 Church Street,
Hamilton HM11, Bermuda, or at www.epespecialopportunities.com
(http://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"). ESO Investments 1 Limited and ESO Investments 2
Limited operate out of Jersey and ESO Alternative Investments LP operates out
of the United Kingdom.
Direct interests in the individual portfolio investments are held by the
following Subsidiaries;
· ESO Investment 1 Limited: Rayware, Whittard, LSA International
and Denzel's
· ESO Investments 2 Limited: Luceco and Pharmacy2U
· ESO Alternative Investments LP: European Capital Private Debt
Fund LP, Atlantic Credit Opportunities DAC, and EAC Sponsor Limited
The Company also controls the EPIC Private Equity Employee Benefit Trust
(referred herein as the "EBT subsidiary"), an employee benefit trust, which
financial position and results are consolidated in these financial statements
(refer to Note 5 for details). These financial statements are condensed
consolidated financial statements of the Company and the EBT subsidiary. The
Company and the EBT subsidiary are collectively referred to as the "Group"
hereinafter.
The Group's primary objective is to provide long-term return on equity for its
shareholders by investing between £2 million and £30 million in small and
medium sized companies.
The Group targets growth capital and buy-out opportunities, special situations
and distressed transactions, deploying capital where it believes the potential
for shareholder value creation to be compelling. ESO has the flexibility to
invest in public as well as private companies and is also able to invest in
Special Purpose Acquisition Companies ("SPACs") and third-party funds.
The Company will consider most industry sectors including business services,
consumer and retail, financial services and the industrials sector.
The portfolio is likely to be concentrated, numbering between two and ten
assets at any one time, which allows the Group to allocate the necessary
resource to form genuinely engaged and supportive partnerships with management
teams. This active approach facilitates the delivery of truly transformational
initiatives in underlying investments during the Group's period of ownership.
The Group has no employees.
The following significant changes occurred during the six months ended 31 July
2025:
· In March 2025, the Company, through its subsidiary ESO
Investments 1 Limited, invested £0.4 million in Denzel's
· In July 2025, the Company, through its subsidiary ESO Investments 1
Limited, invested £2.1 million in LSA International in cash and
issued 298,013 shares to the former shareholders of LSA International.
· In July 2025, the Company agreed the extension of the maturity of
£4.0 million unsecured loan notes to 24 July 2026.
· Between April and July 2025, the Company repurchased 1.4 million
ordinary shares.
· In July 2025, administrators were appointed over all trading entities
owned by Hamsard 3462 Limited, trading as David Phillips. ESO Investments 1
Limited is an investor in Hamsard 3462 Limited. It is not anticipated that ESO
Investments 1 Limited will receive any proceeds from the administration of
these entities or its investment in Hamsard 3462 Limited.
· The movement in the value of investments and fair value movement are
deemed as significant changes during the period (see note 8).
The financial information is derived from the Group's condensed consolidated
interim financial statements for the six-month ended 31 July 2025. The
financial information set out above does not constitute the Group's statutory
accounts for the year ended 31 January 2025 and six-months ended 31 July 2024
and 31 July 2025 but is derived from those accounts. The Auditors have
reported on the accounts, and their report was unqualified and did not draw
attention to any matters by way of emphasis. The full text of the review
report can be found in the Company's Interim Report and Condensed Consolidated
Financial Statements on pages 37 to 38.
The 2025 Interim Report and Unaudited Condensed Consolidated Financial
Statements was published on the Company's website at
https://www.epespecialopportunities.com/. They were submitted to the National
Storage Mechanism where they are available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
2 Basis of preparation
a. Statement of compliance
These interim financial statements for the six months ended 31 July 2025 have
been prepared in accordance with IAS 34 Interim Financial Reporting and should
be read in conjunction with the Group's last annual financial statements as at
and for the year ended 31 January 2025. They do not include all of the
information required for a complete set of financial statements prepared in
accordance with IFRS Accounting Standards. However, selected explanatory notes
are included to explain events and transactions that are significant to an
understanding of the changes in the Group's financial position and performance
since the last annual financial statements.
· Standards and amendments to existing standards effective 1 January
2025
There are no standards, amendments to standards or interpretations that are
effective for annual periods beginning on 1 January 2025 that have a material
effect on the Interim financial statements of the Group.
· New standards, amendments and interpretations effective after 1
January 2025 and have not been early adopted
A number of new standards, amendments to standards and interpretations are
effective for annual periods beginning after 1 January 2025, and have not been
early adopted in preparing these financial statements. None of these are
expected to have a material effect on the Interim financial statements of the
Group.
The accounting policies and methods of computation applied by the Group 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 2025.
The annual financial statements of the Group are prepared in accordance with
IFRS Accounting Standards as issued by the International Accounting Standards
Board ("IFRS Accounting Standards") and applicable legal and regulatory
requirements of Bermuda Companies Act 1981.
These interim financial statements were authorised for issue by the Group's
Board of Directors on 8 September 2025.
b. Going concern
The Group's management has assessed the Group's ability to continue as a going
concern and is satisfied that the Group has adequate resources to continue in
business for at least twelve months from the date of approval of interim
financial statements. Furthermore, the management is not aware of any material
uncertainties that may cast significant doubt upon the Group's ability to
continue as a going concern. Therefore, the financial statements continue to
be prepared on 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 segment is equivalent to the financial
information of the Company as a whole, which are evaluated on a regular basis
by the Board of Directors.
d. Use of estimates and judgements
The preparation of financial statements in conformity with IFRS Accounting
Standard requires the Directors and the Investment Advisor to make judgements,
estimates and assumptions that affect the application of policies and the
reported amounts of assets and liabilities, income and expense. The estimates
and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making the judgements about carrying values
of assets and liabilities that are not readily apparent from other sources.
The Directors have, to the best of their ability, provided as true and fair a
view as is possible. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods.
Critical accounting estimates and assumptions made by Directors and the
Investment Advisor in the application of IFRS 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).
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 Consolidated 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 2025.
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 Group's NAV where the Group'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 Group's NAV
comprising Level 2 and Level 3 portfolio assets, 1 per cent. of the Group's
NAV comprising Level 1 assets, no fees on assets which are managed or advised
by a third party-manager, 0.5 per cent. of the Group's net cash (if greater
than nil), and 2 per cent. of the Group's net cash (if less than nil) (i.e.
reducing fees for net debt positions).
The charge for the current period was £877,120 (for the period ended 31 July
2024: £978,425; year ended 31 January 2025: £1,898,990). The amount
outstanding as at 31 July 2025 was £427,082 (for the period ended 31 July
2024: £478,425; year ended 31 January 2025: £482,435).
Administration fees
EPIC Administration Limited provides accounting and financial administration
services to the Group. The fee payable to EPIC Administration Limited is
assessed and payable at the end of each fiscal quarter and is calculated as
0.15 per cent. of the Group's NAV where the Group's NAV is less than £100
million (subject to a minimum fee of £35,000); otherwise, the advisory fee
shall be calculated as 0.15 per cent. of £100 million plus a fee of 0.1 per
cent. of the excess of the Group's NAV above £100 million.
The charge for the current period was £70,000 (for the period ended 31 July
2024: £74,884; for the year ended 31 January 2025: £145,872).
Other administration fees during the period were £40,690 (for the period
ended 31 July 2024: £36,350; for the year ended 31 January 2025: £80,699).
Performance fees paid by Subsidiaries
The Subsidiaries are stated at fair value. Performance fees to the Investment
Advisor are accrued based on the movement in fair value of the investments
held by the Subsidiaries and are deducted in calculating the fair value of
Subsidiaries. Performance fees are only paid to the Investment Advisor
following the realisation of an investment and the distribution of proceeds
from the Subsidiaries to the Group.
Performance fee in ESO Investments 1 Limited
The distribution policy of ESO Investments 1 Limited includes an allocation of
profits payable to the Investment Advisor on the realisation of an investment.
Proceeds are distributed 100% to the Group until the base cost for the
portfolio asset has been fully recovered and a hurdle of 8 per cent. per annum
has been fully satisfied. Proceeds are then distributed 90% to the Investment
Advisor and 10% to the Group until the Investment Advisor has received
proceeds equal to 20% of the accrued hurdle amount. All remaining proceeds are
then distributed 20% to the Investment Advisor and 80% to the Group.
Performance fees are only paid to the Investment Advisor following the
realisation of an investment and the distribution of proceeds from the
Subsidiaries to the Group. As at 31 July 2025, £6,515,044 has been accrued in
the profit share account of the Investment Advisor in the records of ESO
Investments 1 Limited (31 July 2024: £4,099,879 accrued; 31 January 2025:
£6,778,769 accrued).
Performance fee in ESO Investments 2 Limited
The distribution policy of ESO Investments 2 Limited includes an allocation of
profits payable to the Investment Advisor on the realisation of an investment.
Proceeds are distributed 100% to the Group until the base cost for the
portfolio asset has been fully recovered and a hurdle of 8 per cent. per annum
has been fully satisfied. Proceeds are then distributed 90% to the Investment
Advisor and 10% to the Group until the Investment Advisor has received
proceeds equal to 20% of the accrued hurdle amount. All remaining proceeds are
then distributed 20% to the Investment Advisor and 80% to the Group.
Performance fees are only paid to the Investment Advisor following the
realisation of an investment and the distribution of proceeds from the
Subsidiaries to the Group. As at 31 July 2025, £9,989,154 has been accrued in
the profit share account of the Investment Advisor in the records of ESO
Investments 2 Limited (31 July 2024: £11,273,382 accrued; 31 January 2025:
£11,048,303 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).
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. The
Trust is consolidated in these financial statements. 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 1,890,784 (for the period ended 31 July 2024 1,682,609; for the
year ended 31 January 2025: 1,669,961) matching shares at the period end which
have historically not voted.
110,964 shares vested to Participants in the period ended 31 July 2025 (for
the period ended 31 July 2024: 150,865; for the year ended 31 January 2025:
163,513). 211,234 shares were awarded to Participants in the period ended 31
July 2025 (for the period ended 31 July 2024: 186,594; for the year ended 31
January 2025: 86,288). The weighted average fair value of the shares awarded
during the period is 150.85 pence per share.
The fair value of awards granted under the JOSP is recognised as an employee
benefits expense, with a corresponding increase in equity. This has been
calculated on the basis of the fair value of the equity instruments, which is
the share price of the equity instrument on the AIM market of the London Stock
Exchange at the grant date and the estimated number of equity instruments to
be issued after the vesting period, less the amount paid for the joint
ownership interest in the Matching Shares from the Participants. As the
Company does not pay dividends, no expected dividends were incorporated into
the measurement value. No other features other than the share price of the
equity instrument is incorporated into the measurement of the fair value of
the awards.
The impact of revision to original estimates, if any, is recognised in profit
or loss, with a corresponding adjustment to equity.
The total share-based payment expense in the period ended 31 July 2025 was
£102,261 (for the period ended 31 July 2024: £165,210; for the year ended 31
January 2025: £308,433). Of the total share-based payment expense during the
period ended 31 July 2025, £8,842 related to the Directors (for the period
ended 31 July 2024: £13,183; for the year ended 31 January 2025: £24,612)
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 Consolidated
Statement of Comprehensive Income is as follows:
1 February 1 February 1 February
2025 to 2024 to 2024 to
31 July 31 July 31 January
2025 2024 2025
(unaudited) (unaudited) (audited)
Total Total Total
£ £ £
Administration fees (110,690) (111,234) (226,571)
Directors' and officers' insurance (13,672) (13,997) (27,722)
Professional fees (29,082) (50,811) (108,504)
Board meeting and travel expenses (1,803) (1,633) (1,967)
Auditors' remuneration (35,445) (32,097) (79,200)
Interim review remuneration(*) (17,000) (17,000) (24,600)
Bank charges (579) (755) (1,380)
Foreign exchange movement 1,353 (551) (1,667)
Nominated advisor and broker fees (37,396) (28,566) (58,661)
Listing fees (50,047) (30,990) (56,622)
Sundry expenses (9,241) (9,770) (18,592)
Other expenses (303,602) (297,404) (605,486)
( )
(*)This relates to the interim review of the half yearly financial report
which was performed by the auditors.
7 Investments at fair value through profit or loss
31 July 31 January 31 July
2025 2025 2024
(unaudited)
(audited)
(unaudited)
Non-current assets £ £ £
Investments at fair value through profit and loss* 94,296,064 100,502,430 95,512,154
94,296,064 100,502,430 95,512,154
Investments roll forward schedule
31 July 2025 (unaudited) 31 January 2025 (audited) 31 July 2024
(unaudited)
Investments at fair value as at 1 February 100,502,430 100,722,039 100,722,039
Purchase of investments 2,996,153 4,605,969 1,885,969
Proceeds from investments (1,821,134) (8,268,610) (7,351,983)
Net fair value movements (7,381,385) 3,443,032 256,129
Investments at fair value 94,296,064 100,502,430 95,512,154
*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 Audit and Risk committee of the Company's Board
meets at least once every six months, in line with the Company's semi-annual
reporting periods, to review the recommended valuations and approve final
valuations for adoption in the Company's financial statements.
The Company recognises transfers between levels of the fair value hierarchy at
the end of the reporting period during which the change has occurred.
Valuation framework
The Company employs the valuation framework detailed below with respect to the
measurement of fair values. A valuation of the Company's investments held via
its Subsidiaries are prepared by the Investment Advisor with reference to IPEV
guidelines and the valuation principles of IFRS 13 (Fair Value Measurement).
The Investment Advisor recommends these valuations to the Board of Directors.
The Audit and Risk committee of the Company's Board considers the valuations
recommended by the Investment Advisor, determines any amendments required and
thereafter adopts the fair values presented in the Company's financial
statements. Changes in the fair value of the financial instruments are
recorded in the Condensed Consolidated Statement of Comprehensive Income in
the line item "Net fair value movement on investments".
Quoted investments
Quoted investments traded in an active market are classified as Level 1 in the
IFRS 13 fair value hierarchy. The investment in Luceco is a Level 1 asset. For
Level 1 assets, the holding value is calculated from the closing price on the
relevant exchange at the measurement date.
Quoted investments traded in markets that are considered less than active are
classified as Level 2 in the IFRS 13 fair value hierarchy. The Company does
not hold any investments that are considered as Level 2 assets.
Unquoted private equity investments and unquoted fund investments
Private equity investments and fund investments are classified as Level 3 in
the IFRS 13 fair value hierarchy. The investments in Whittard, Rayware, LSA
international, Denzel's, Pharmacy2U, European Capital Private Debt Fund LP,
Atlantic Credit Opportunities DAC and EAC Sponsor Limited are considered to be
Level 3 assets. Various valuation techniques may be applied in determining the
fair value of investments held as Level 3 in the fair value hierarchy;
· For underperforming assets, net asset or liquidation valuation is
considered more applicable, in particular where the business' performance be
contingent on shareholder financial support;
· For performing assets, market approach is considered to be the most
appropriate with a specific focus on trading comparables, applied on a forward
basis. Transaction comparables, applied on a historic basis may also be
considered. The financial metric to which the multiple is applied will depend
on the stage of the company and the sector in which it operates. Typically,
mature companies will be valued on the basis of the basis of an EBITDA
multiple, while growth companies will be valued on the basis of a sales
multiple;
· For assets managed and valued by third party managers, the valuation
methodology of the third-party manager is reviewed. If deemed appropriate and
consistent with reporting standards, the valuation prepared by the third-party
manager will be used.
The Investment Advisor believes that it is appropriate to apply an illiquidity
discount to the multiples of comparable companies when using them to calculate
valuations for small, private companies. This discount adjusts for the
difference in size between generally larger comparable companies and the
smaller assets being valued. The illiquidity discount also considers the
premium the market gives to comparable companies for being freely traded or
listed securities. The Investment Advisor has determined between 15 per cent.
and 25 per cent. to be an appropriate illiquidity discount with reference to
market data and transaction multiples seen in the market in which the
Investment Advisor operates.
Where portfolio investments are held through subsidiary holding companies, the
net assets of the holding company are added to the value of the portfolio
investment being assessed to derive the fair value of the holding company held
by the Company.
Fair value hierarchy - Financial instruments measured at fair value
The Company's investments in the Subsidiaries at 31 July 2025 are classified
as Level 3 (in line with 31 January 2025), 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 2025 £ £ £
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt) - 64,219,569 64,219,569
Fund investments - 85,269 85,269
Quoted investments 45,522,253 - 45,522,253
Investments at fair value through profit or loss 45,522,253 64,304,838 109,827,091
Other asset and liabilities (held at cost) - - 973,171
Performance fee adjustment (8,634,844) (7,869,354) (16,504,198)
Total 36,887,409 56,435,484 94,296,064
Level 1 Level 3 Total
31 January 2025 £ £ £
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt) - 61,087,242 61,087,242
Unquoted fund investments - 136,460 136,460
Quoted investments 55,835,888 - 55,835,888
Investments at fair value through profit or loss 55,835,888 61,223,702 117,059,590
Other asset and liabilities (held at cost) - - 1,269,912
Performance fee adjustment (10,466,584) (7,360,488) (17,827,072)
Total 45,369,304 53,863,214 100,502,430
Level 1 Level 3 Total
31 July 2024 £ £ £
Financial assets at fair value through profit or loss
Unquoted private equity investments (including debt) - 54,416,660 54,416,660
Unquoted fund investments - 248,003 248,003
Quoted investments 55,907,017 - 55,907,017
Investments at fair value through profit or loss 55,907,017 54,664,663 110,571,680
Other asset and liabilities (held at cost) - - 313,735
Performance fee adjustment (10,363,593) (5,009,668) (15,373,261)
Total 45,543,424 49,654,995 95,512,154
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 2025 (unaudited) 31 January 2025
(audited) 31 July 2024 (unaudited)
Unquoted investments (including debt) £ £
Balance as at 1 February 53,863,214 59,461,949 59,461,949
Additional investments 2,546,153 4,605,969 1,885,969
Capital distributions from investments (62,210) (5,986,417) (5,477,287)
Transfer to Level 3 investments - - -
Change in fair value through profit and loss 88,327 (4,218,287) (6,215,636)
56,435,484 53,863,214 49,654,995
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs
used at 31 July 2025 in measuring financial instruments categorised as Level 3
in the fair value hierarchy.
Description Fair value at 31 July 2024 Significant unobservable inputs
£
Unquoted private equity investments (including debt) 56,350,215 Sales / EBITDA multiple or investment cost
Fund investments 85,269 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, the Investment
Advisor considers the investment cost an appropriate fair value for the asset.
· Liquidation value: for underperforming assets, the Investment Advisor
considers the value recovered in the event of a liquidation of the asset an
appropriate fair value for the asset.
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 7.9x (weighted by each asset's total
valuation) (31 January 2025: 7.8x). 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 £15,848,214 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 £15,945,846 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 2025
Financial assets At fair At amortised Total
value cost £
£ £
Investments at fair value through profit or loss 94,296,064 - 94,296,064
Cash and cash equivalents - 6,583,432 6,583,432
94,296,064 6,583,432 100,879,496
Financial liabilities
Trade and other payables - 632,907 632,907
Unsecured loan note instruments* - 3,987,729 3,987,729
Zero dividend preference shares** - 11,347,453 11,347,453
- 15,968,089 15,968,089
31 January 2025
Financial assets At fair At amortised Total
value cost £
£ £
Investments at fair value through profit or loss 100,502,430 - 100,502,430
Cash and cash equivalents - 11,069,366 11,069,366
100,502,430 11,069,366 111,571,796
Financial liabilities
Trade and other payables - 653,033 653,033
Unsecured loan note instruments* - 3,987,729 3,987,729
Zero dividend preference shares** - 11,030,633 11,030,633
- 15,671,395 15,671,395
31 July 2024
Financial assets At fair At amortised Total
value cost £
£ £
Investments at fair value through profit or loss 95,512,154 - 95,512,154
Cash and cash equivalents - 18,356,255 18,356,255
95,512,154 18,356,255 113,868,409
Financial liabilities
Trade and other payables - 654,226 654,226
Unsecured loan note instruments* - 3,987,729 3,987,729
Zero dividend preference shares** - 14,108,761 14,108,761
- 18,750,716 18,750,716
*The Directors consider that the fair value of the unsecured loan note
instruments is the same as its carrying value.
**The Directors consider that the fair value of the zero dividend preference
shares is £11,210,000 (for the period ended 31 July 2024: £13,250,000; for
the year ended 31 January 2025: £11,020,000) calculated on the basis of the
quoted price of the instrument on the London Stock Exchange of 118.00 pence as
at 31 July 2025 (for the period ended 31 July 2024: 106.00 pence; for the year
ended 31 January 2025: 116.00 pence).
9 Cash and cash equivalents
31 July 2025 31 January 2025 31 July 2024
£ £ £
Current and call accounts 6,583,432 11,069,366 18,356,255
6,583,432 11,069,366 18,356,255
The current and call accounts have been classified as cash and cash
equivalents in the Condensed Consolidated Statement of Cash Flows.
10 Share capital
31 July 2025 31 January 2025 31 July 2024
(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 34,914,567 1,745,729 34,616,554 1,730,828 34,616,554 1,730,828
Ordinary shares of 5p each held in treasury (6,698,494) - (5,314,707) - (4,739,707) -
28,216,073 1,745,729 29,301,847 1,730,828 29,876,847 1,730,828
Share Premium 14,054,726 13,619,627 13,619,627
298,013 ordinary shares of 5p each were issued to LSA International as a part
of share-based consideration during the period ended 31 July 2025. Therefore,
the share capital of the Company increased by £14,901 (for the period ended
31 July 2024: £nil; for the year ended 31 January 2025: £nil) and the share
premium increased by £435,099 (for the period ended 31 July 2024: £nil; for
the year ended 31 January 2025: £nil).
During the period ended 31 July 2025, the Company repurchased 1,383,787 shares
into treasury (2025: repurchased 575,000 shares into treasury) with a total
value of £2,040,767 (2025: £872,064). These shares are held as treasury
shares.
During the period ended 31 July 2025, the Trust purchased 331,787 shares
(2025: 286,781 shares) with a total value of £500,000 (2025: £474,076).
110,964 shares vested to Participants in the period ended 31 July 2025 (2024:
150,865). At 31 July 2025, 1,890,784 shares were held by the Trust (2025:
1,669,961) (see note 5).
11 Basic and diluted (loss) / profit per share (pence)
Basic loss per share for the period ended 31 July 2025 is 33.51 pence (for the
period ended 31 July 2024: basic loss per share of 5.41 pence; for the year
ended 31 January 2025: basic profit per share of 0.29 pence). This is
calculated by dividing the loss of the Group for the period attributable to
the ordinary shareholders of £9,062,350 (for the period ended 31 July 2024:
loss of £1,434,649; for the year ended 31 January 2025: profit of £81,624)
divided by the weighted average number of shares outstanding, excluding the
shares of the EBT subsidiary, during the period of 27,042,888 (for the period
ended 31 July 2024: 28,224,557 shares; for the year ended 31 January 2025:
28,069,697 shares).
Diluted loss per share for the period ended 31 July 2025 is 31.47 pence (for
the period ended 31 July 2024: diluted loss per share of 4.80 pence; for the
year ended 31 January 2025: diluted profit per share of 0.27 pence). This is
calculated by dividing the loss of the Group for the period attributable to
ordinary shareholders of £9,062,350 (for the period ended 31 July 2024: loss
of £1,434,649; for the year ended 31 January 2025: profit of £81,624)
divided by the weighted average number of shares outstanding, including the
shares of the EBT subsidiary, during the period of 28,797,899 (for the period
ended 31 July 2024: 29,876,847 shares ; for the year ended 31 January 2025:
29,735,363 shares).
12 NAV per share (pence)
The Group's NAV per share of 301.09 pence (for the period ended 31 July 2024:
318.54 pence ; for the year ended 31 January 2025: 327.52 pence) is based on
the net assets of the Group at the period end of £84,954,378 (for the period
ended 31 July 2024: £95,170,818; for the year ended 31 January 2025:
£95,968,629) divided by the shares in issue at the end of the period of
28,216,073 after excluding treasury shares (for the period ended 31 July 2024:
29,876,847; for the year ended 31 January 2025: 29,301,847).
The shares of the EBT subsidiary are included in the outstanding shares when
calculating the Company's NAV per share to ensure that the NAV per share is
stable in the event of share purchases made by the EBT subsidiary or the
vesting of shares of the EBT subsidiary.
13 Liabilities
Unsecured Loan Notes ("ULN")
The Company has issued ULN's that are redeemable on 24 July 2026, following
the extension of their maturity in July 2025. The Company's ULN's are quoted
on the Growth Market of the Aquis Stock Exchange. The interest rate for the
period up to 23 July 2025 was 8.0 per cent per annum. The interest rate was
increased to 8.5 per cent per annum for the periods subsequent to 23 July
2025. At 31 July 2025, £3,987,729 (for the period ended 31 July 2024:
£3,987,729; for the year ended 31 January 2025: £3,987,729) of ULNs in
principal amount were outstanding. Issue costs totalling £144,236 have been
offset against the value of the loan note instrument and have been amortised
over the period to 24 July 2022. The carrying value of the ULNs in issue at
the period end was £3,987,729 (for the period ended 31 July 2024:
£3,987,729; for the year ended 31 January 2025: £3,987,729). The total
interest expense on the ULNs for the period is £159,509 (for the period ended
31 July 2024: £159,509; for the year ended 31 January 2025: £319,018). 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
Condensed Consolidated Statement of Assets and Liabilities date. The ULN has
in place Financial Covenants including an Interest Coverage Test (that the
ratio of cash and cash equivalents to interest payable is greater than or
equal to 6:1) and a Gross Asset Test (that the ratio of gross asset value to
financial indebtedness of the Company is greater than or equal to 2:1). The
Covenants have been met for the year ended 31 January 2025 and periods ended
31 July 2025 and 31 July 2024.
Zero Dividend Preference Shares ("ZDP Shares")
On 17 December 2021 the Company issued 20,000,000 ZDP Shares at a price of £1
per share, raising £20,000,000. The Company's ZDP shares are admitted to
trade on the main market of the London Stock Exchange (non-equity shares and
non-voting equity shares). The ZDP Shares will not pay dividends but have a
final capital entitlement at maturity on 16 December 2026 of 129.14 pence per
ZDP Share. It should be noted that the predetermined capital entitlement of a
ZDP Share is not guaranteed and is dependent upon the Company's gross assets
being sufficient on 16 December 2026 to meet the final capital entitlement.
Under IAS 32 - Financial Instruments: Presentation, the ZDP Shares are
classified as financial liabilities and are held at amortised cost. Issue
costs totalling £573,796 have been offset against the value of the ZDP Shares
and are being amortised over the life of the instrument. In December 2024, the
Company completed the repurchase of 3,000,000 ZDP shares, which are held in
treasury. Following this buyback, the Company has 9,500,000 ZDP shares
remaining in issue. The total issue costs expensed for the period ended 31
July 2025 was £28,535 (for the period ended 31 July 2024: £35,538; for the
year ended 31 January 2025: £69,088). The carrying value of the ZDP Shares in
issue at the period-end was £11,347,453 (for the period ended 31 July 2024:
£14,108,761; for the year ended 31 January 2025: £11,030,633). The total
finance charge for the ZDP Shares for the period is £316,820 (for the period
ended 31 July 2024: £394,570; for the year ended 31 January 2025: £789,942).
This includes the ZDP Share final capital entitlement accrual and the
amortisation of the Issue costs.
31 July 2025 31 January 2025 31 July 2024
£ £ £
Balance as at 1 February 11,030,633 13,714,191 13,714,191
ZDP shares non cash charge 316,820 789,942 394,570
Buyback of ZDP shares - (3,473,500) -
Total 11,347,453 11,030,633 14,108,761
14 Director's interests
Five of the Directors have interests in the shares of the Company as at 31
July 2025 (for the period ended 31 July 2024: four; for the year ended 31
January 2025: four). Clive Spears holds 80,304 ordinary shares (for the period
ended 31 July 2024: 70,520; for the year ended 31 January 2025: 70,520),
Heather Bestwick holds 67,894 ordinary shares (for the period ended 31 July
2024: 58,110; for the year ended 31 January 2025: 58,110), David Pirouet holds
50,929 shares (for the period ended 31 July 2024: 41,145; for the year ended
31 January 2025: 41,145), Michael Gray holds 28,404 ordinary shares (for the
period ended 31 July 2024: 16,242; for the year ended 31 January 2025: 18,620)
and Heather MacCallum holds 6,548 ordinary shares (for the period ended 31
July 2024: nil, for the year ended 31 January 2025: nil).
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 2024: £70,000; for the year ended 31 January 2025: £149,290)
of which £14,334 is accrued as at 31 July 2025 (for the period ended 31 July
2024: £11,667; for the year ended 31 January 2025: £14,333).
There were no shares re-acquired from related parties during the period ended
31 July 2025 (2024: nil). Certain Directors of the Company and other
participants are incentivised in the form of equity settled share-based
payment transactions, through a 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 following the realisation
of the investments held by the Subsidiaries and the accrual for this
performance fee is deducted in calculating the fair value of the Subsidiaries
(see note 4).
In December 2021, ESO Alternative Investments LP invested €10 million into
EPIC Acquisition Corp ("EAC"), a special purpose acquisition company ("SPAC")
and EAC's sponsor, EAC Sponsor Limited (the "Sponsor"). The Sponsor was
jointly led by the Investment Advisor and TT Bond Partners (an independent
party). In February 2024, the realisation of the investment in EPIC
Acquisition Corp was completed, returning €6.2 million. The realisation from
EAC Sponsor Limited remains subject to the completion of the liquidation.
In March 2025, the Company through its Subsidiary ESO Investments 1 Limited,
invested £0.4 million in Denzel's, a portfolio investment.
In July 2025, the Company agreed the extension of the maturity of £4.0
million unsecured loan notes to 24 July 2026. Delphine Brand, a Managing
Partner of EPIC and a connected party of Giles Brand (a person discharging
managerial responsibilities ("PDMR") for the Company), is a minority holder of
the unsecured loan notes.
Giles Brand, Managing Partner of the Investment Advisor, is a director of
Luceco plc and Hamsard 3145 Limited (trading as Whittard of Chelsea).
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 and other equity. The total
reserves of the Company for the period ended 31 July 2025 is £69,153,923 (for
the period ended 31 July 2024: £79,820,363; for the year ended 31 January
2025: £80,618,174).
17 Subsequent events
On 26 August 2025, Whittard of Chelsea secured a £10.0 million term loan
facility from a third-party lender. The proceeds of the term loan were used by
Whittard to repay existing shareholder loans advanced by ESO Investments 1
Limited ("ESO1"). The proceeds received by ESO 1 have been returned to ESO.
Alternative Performance Measures
An Alternative Performance Measure (APM) is a numerical measure of the Group's
historical or current performance. The Board uses APMs, which are non-GAAP
metrics, to monitor the Company's financial performance. These APMs serve as
the basis for the financial metrics discussed in this review. The Board
believes that APMs, alongside GAAP measures, assist shareholders in assessing
the Company's investments and the execution of its investment strategy.
Measures Definition
Premium / Discount to NAV The amount by which the share price of the Company is either higher (premium)
or lower (discount) than the NAV per share, expressed as a percentage of the
NAV per share.
Please find a reconciliation to the NAV per share of the Company below.
31 July 31 January 31 July
2025 2025 2024
Share price (pence) 150 149 169
NAV per share (pence) 301 328 319
Discount to NAV (%) 50% 55% 47%
EBITDA Earnings before interest, taxation, depreciation and amortisation.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
EV / EBITDA multiple The EV / EBITDA multiple is calculated by dividing a company's Enterprise
Value ('EV') by its annual EBITDA. The mature unquoted asset valuation EV /
EBITDA multiple quoted in the report is weighted by the Fair Value of the
underlying investments and excludes assets at a pre-profitability growth
stage.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Mature unquoted asset valuation 7.9x 7.8x 7.2x
EV / Sales multiple The EV / Sales multiple is calculated by dividing a company's EV by its annual
sales.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
IRR The gross Internal Rate of Return ("IRR") of an investment or set of
investments, calculated as the annual compound rate of return on the
investment cashflows. Gross IRR does not reflect expenses to be borne by the
relevant fund or its investors, including performance fees, management fees,
taxes and organisational or transaction expenses.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio IRR 22% 22% 22%
EPIC IRR 15% 15% 15%
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 31 January 31 July
2025 2025 2024
£ £ £
Cash held by the Company 6,583,432 11,069,366 18,356,255
Cash held by the Subsidiaries 403,503 803,521 43,666
Total liquidity 6,986,935 11,872,887 18,399,921
Portfolio Sales CAGR The portfolio sales compound annual growth rate ("CAGR") is calculated on the
basis of the CAGR implied by the sum of the annual sales for the portfolio
companies' latest completed financial year vs. the prior three year period.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio Sales CAGR 14% 5% 8%
MM The Money Multiple ("MM") is calculated as the total gross realisations from
an investment or set of investments, divided by the total cost of the
investment. Gross money multiple does not reflect expenses to be borne by the
relevant fund or its investors, including performance fees, management fees,
taxes and organisational or transaction expenses.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio MM 3.2x 3.4x 3.5x
EPIC MM 2.2x 2.3x 2.3x
NAV per share The Group's NAV per share is calculated as the net assets of the Group at the
year-end divided by the outstanding shares.
The shares of the EBT subsidiary are included in the outstanding shares when
calculating the Company's NAV per share to ensure that the NAV per share is
stable in the event of share purchases made by the EBT subsidiary or the
vesting of shares of the EBT subsidiary.
31 July 31 January 31 July
2025 2025 2024
Net asset value 84,954,378 95,968,629 95,170,818
Outstanding shares 28,216,073 29,301,847 29,876,847
NAV per share (pence) 301.09 327.52 318.54
Net Debt Net Debt is calculated as the total third-party debt of a portfolio company,
less cash balances.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
Portfolio Leverage Portfolio Leverage is calculated as the aggregate Net Debt of the portfolio,
divided by the aggregate annual EBITDA of the portfolio.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio Leverage 1.1x 1.2x 1.4x
Annualised Net Asset Value Per Share Return The annualised net asset value per share return is calculated as the CAGR
implied by the Company's net asset value per share vs. the net asset value per
share 10 years prior.
Please find a reconciliation to the net asset value per share of the Company
below:
31 July 31 January 31 July
2025 2025 2024
Company's net asset value per share 10 years prior to the period / year end 148 142 135
(pence)
Company's net asset value per share at the period / year end (pence) 301 328 319
Annualised Net Asset Value Per Share Return (%) 7% 9% 9%
EBITDA
Earnings before interest, taxation, depreciation and amortisation.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
EV / EBITDA multiple
The EV / EBITDA multiple is calculated by dividing a company's Enterprise
Value ('EV') by its annual EBITDA. The mature unquoted asset valuation EV /
EBITDA multiple quoted in the report is weighted by the Fair Value of the
underlying investments and excludes assets at a pre-profitability growth
stage.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Mature unquoted asset valuation 7.9x 7.8x 7.2x
EV / Sales multiple
The EV / Sales multiple is calculated by dividing a company's EV by its annual
sales.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
IRR
The gross Internal Rate of Return ("IRR") of an investment or set of
investments, calculated as the annual compound rate of return on the
investment cashflows. Gross IRR does not reflect expenses to be borne by the
relevant fund or its investors, including performance fees, management fees,
taxes and organisational or transaction expenses.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio IRR 22% 22% 22%
EPIC IRR 15% 15% 15%
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 31 January 31 July
2025 2025 2024
£ £ £
Cash held by the Company 6,583,432 11,069,366 18,356,255
Cash held by the Subsidiaries 403,503 803,521 43,666
Total liquidity 6,986,935 11,872,887 18,399,921
Portfolio Sales CAGR
The portfolio sales compound annual growth rate ("CAGR") is calculated on the
basis of the CAGR implied by the sum of the annual sales for the portfolio
companies' latest completed financial year vs. the prior three year period.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio Sales CAGR 14% 5% 8%
MM
The Money Multiple ("MM") is calculated as the total gross realisations from
an investment or set of investments, divided by the total cost of the
investment. Gross money multiple does not reflect expenses to be borne by the
relevant fund or its investors, including performance fees, management fees,
taxes and organisational or transaction expenses.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio MM 3.2x 3.4x 3.5x
EPIC MM 2.2x 2.3x 2.3x
NAV per share
The Group's NAV per share is calculated as the net assets of the Group at the
year-end divided by the outstanding shares.
The shares of the EBT subsidiary are included in the outstanding shares when
calculating the Company's NAV per share to ensure that the NAV per share is
stable in the event of share purchases made by the EBT subsidiary or the
vesting of shares of the EBT subsidiary.
31 July 31 January 31 July
2025 2025 2024
Net asset value 84,954,378 95,968,629 95,170,818
Outstanding shares 28,216,073 29,301,847 29,876,847
NAV per share (pence) 301.09 327.52 318.54
Net Debt
Net Debt is calculated as the total third-party debt of a portfolio company,
less cash balances.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
Portfolio Leverage
Portfolio Leverage is calculated as the aggregate Net Debt of the portfolio,
divided by the aggregate annual EBITDA of the portfolio.
This measure is calculated at the level of the underlying portfolio and
therefore is not directly reconcilable to GAAP metrics in the financial
statements.
31 July 31 January 31 July
2025 2025 2024
Portfolio Leverage 1.1x 1.2x 1.4x
Annualised Net Asset Value Per Share Return
The annualised net asset value per share return is calculated as the CAGR
implied by the Company's net asset value per share vs. the net asset value per
share 10 years prior.
Please find a reconciliation to the net asset value per share of the Company
below:
31 July 31 January 31 July
2025 2025 2024
Company's net asset value per share 10 years prior to the period / year end 148 142 135
(pence)
Company's net asset value per share at the period / year end (pence) 301 328 319
Annualised Net Asset Value Per Share Return (%) 7% 9% 9%
Company Information
Directors Administrator and Company Address
C.L. Spears (Chairman) Langham Hall Fund Management (Jersey) Limited
H. Bestwick Gaspe House
M.M. Gray 66-72 Esplanade, St Helier
H. MacCallum Jersey JE1 2LH
D.R. Pirouet
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 Deutsche Numis
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
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. END IR BRGDCCBGDGUIRecent news on EPE Special Opportunities
See all newsREG - EPE Special Opps Ltd EPE Special Opp-EO.P EPE Special Opp-EL.P - Net Asset Value(s)
AnnouncementREG - EPE Special Opps Ltd EPE Special Opp-EO.P EPE Special Opp-EL.P - Half-year Report
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AnnouncementREG - AIM - AIM Notice - 14/08/2025
AnnouncementREG - EPE Special Opps Ltd EPE Special Opp-EO.P EPE Special Opp-EL.P - Update on Share Buy Backs
Announcement