TIDMEPIC
RNS Number : 9010L
Ediston Property Inv Comp PLC
08 September 2023
Ediston Property Investment Company plc
8 September 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATON FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release.
Ediston Property Investment Company plc
Proposed Disposal of the Property Portfolio, Publication of
Circular and Notice of General Meeting
Following the announcement of its Strategic Review on 16 March
2023, t he Board of Ediston Property Investment Company plc (the
"Company") is pleased to announce that the Company has entered into
an agreement for the sale (the "Disposal") of the entirety of the
EPIC Group's property portfolio (the "Property Portfolio") to RI UK
1 Limited (the "Purchaser"), a wholly owned subsidiary of Realty
Income, for cash consideration of GBP200.8 million, prior to agreed
deductions of approximately GBP4.0 million (in aggregate, the
"Consideration").
William Hill, Chairman of the Company, commented: "The Board was
very pleased with the interest shown in the Company, with proposals
being received from a number of potential counterparties. Having
considered multiple options, and after detailed analysis, the Board
determined a sale of the Property Portfolio to Realty Income was
the best means of maximising Shareholder value. The Board
unanimously considers the Disposal to be in the best interests of
the Company and its Shareholders as a whole and recommends that
Shareholders vote in favour of the resolution at the General
Meeting ."
The sale will be effected through the disposal by the Company of
the entire issued share capital of both EPIC (No. 1) Limited and
EPIC (No. 2) Limited (together the "Targets"), being the entities
that between them hold, directly, the entirety of the Property
Portfolio.
In accordance with the Listing Rules, the Disposal constitutes a
class 1 transaction (as defined in the Listing Rules) and is
therefore subject to Shareholder approval. Accordingly, a circular
will shortly be sent to Shareholders (the "Circular") containing
further details of the Disposal and convening a general meeting of
the Company (the "General Meeting") at which the Resolution to
approve the Disposal will be proposed to Shareholders . The General
Meeting will be held at the offices of Dickson Minto W.S., Level 4,
Dashwood House, 69 Old Broad Street, London EC2M 1QS at 11.00 a.m.
on 26 September 2023. Further details of the Resolution are
provided in the Circular.
The Circular and the Notice of General Meeting will shortly be
available for viewing on the Company's website at
www.epic-reit.com. The Circular and the Notice of General Meeting
will also shortly be submitted to the National Storage Mechanism of
the Financial Conduct Authority and will be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Highlights of the Disposal
-- Cash consideration of GBP200.8 million, prior to agreed
deductions of approximately GBP4.0 million.
-- After adjustment for estimated transaction costs, the Company
expects, immediately following Completion, to have net
assets of approximately GBP152.2 million (the "Estimated
Net Assets"), equivalent to 72.0 pence per Ordinary Share
(the "Estimated Net Assets per Share") .
-- The Estimated Net Assets per Share equates to a 17.7 per
cent. premium to the Share price of 61.2 pence as at 15
March 2023 (the closing price immediately prior to the
Strategic Review Announcement); a 14.0 per cent. premium
to the Share price of 63.2 pence as at 2 August 2023 (the
closing price immediately prior to the Strategic Review
Update Announcement); a 10.8 per cent. premium to the average
Share price over the twelve months to 2 August 2023; and
a 10.8 per cent. discount to the latest published net asset
value per Share of 80.77 pence, as at 30 June 2023.
If the Disposal becomes unconditional, it is the intention of
the Board to seek Shareholder approval for the voluntary
liquidation of the Company with a view to distributing
substantially all of the Company's net assets (which will comprise
of cash) to Shareholders as soon as reasonably practicable (with
the target being by the end of this calendar year), unless an
appropriate corporate opportunity is identified in the meantime
which, in the view of the Board (having consulted with key
Shareholders), merits further consideration. The Board would only
recommend an alternative corporate opportunity if it reasonably
believed that such opportunity would offer Shareholders greater
benefit than a simple return of capital.
The Board intends to maintain the current level of dividend,
with monthly dividend payments, until the return of capital to
Shareholders.
Further details of the Company's Strategic Review and the
proposed Disposal are set out below.
Overview of the Strategic Review
-- The Board announced a Strategic Review on 16 March 2023
in response to several challenges that had been facing
the Company for some time. These included low levels
of liquidity in the Ordinary Shares; a small market
capitalisation that limited the ability of larger investors
to achieve their desired quantum of investment commitment;
constraints on the Company's ability to diversify across
larger schemes in the retail warehouse market due to
the relatively small size of the Company; and cost inefficiencies
from operating a subscale company.
-- All of these challenges stem from the inability of the
Company to grow through new equity issuance as the Company's
Ordinary Shares, like those of its peers in the REIT
sector, have traded at a material discount to net asset
value. The Board believes it is unlikely that this situation
will change in the short to medium term and will therefore
continue to frustrate the Board's long-stated objective
to grow the Company.
-- The Board therefore undertook the Strategic Review with
a stated preference for structuring a merger with one
or more REITs, whilst acknowledging that all options
for maximising value for Shareholders should be considered,
including selling the entire Share capital of the Company,
or selling the Company's portfolio or subsidiaries and
returning monies to Shareholders.
-- The Board was very pleased with the interest shown in
the Company, with merger proposals being received from
a number of potential counterparties. These were reviewed
alongside other options which included, amongst other
things, share and cash offers for the Company and the
entirety of the Property Portfolio.
-- In considering the merger proposals, the Board focused
on, inter alia: the size of the proposed combined vehicle,
and how that might enhance liquidity; the ability of
the combined vehicle to produce a compelling investment
proposition over the medium to long term; the cost savings
per ordinary share that could be secured; the levels
of gearing, interest costs and debt maturity; the ongoing
level of sustainable dividend payments; and the share
rating that could realistically be achieved in the short
term by the combined vehicle.
-- Each of the merger proposals was explored in detail.
Although there were proposals that achieved several
of the target goals, the Board was not satisfied that
a merger could be struck on terms that secured the desired
overall outcome. Factors such as scale, increased exposure
to weaker property market sub-sectors, reduction in
dividend yield and persistent material discounts or
discount volatility weighed against a merger in one
form or another.
-- In the Strategic Review Announcement, the Board noted
that realising the Company's assets and putting the
Company in a position to return cash to Shareholders
represented another means of maximising Shareholder
value. In considering offers made for the Property Portfolio,
the Board took independent advice on the realisation
value of the assets within the Property Portfolio.
-- The Board also considered a gradual sale of assets in
an organised wind-down of activities against a disposal
of the entire Property Portfolio. However, it was determined
that a gradual sale could leave Shareholders facing
a shrinking market capitalisation and increasingly illiquid
Ordinary Shares. In addition, any gain from selling
the parts over the whole could be eroded very quickly
by the higher costs per Ordinary Share of continuing
to run the Company for an unknown period, potentially
culminating in a forced sale of the final assets.
-- In the Board's assessment, the principal advantage of
a portfolio disposal, with the subsequent return of
cash to Shareholders, was that the implied exit value
per Ordinary Share (after wind-up costs) had the potential
to be materially higher than the share price that could
otherwise be achieved through the creation of a merged
vehicle, and would, in any event, be more readily ascertainable
than the latter.
-- When considered in the light of the current market backdrop,
the fact that the Company's Ordinary Shares traded at
an average discount to their net asset value per Share
of 24.6 per cent. over the 12 month period to 15 March
2023 (being the date immediately prior to the Strategic
Review Announcement) and the inability of the Company
to raise additional capital in order to achieve scale,
the Board has concluded that the Disposal represents
the best means of maximising Shareholder value and is
therefore in the best interests of the Company and its
Shareholders as a whole.
Information on the Property Portfolio
-- As at 6 September 2023, the Property Portfolio comprised
11 well-let and operational, convenience-led retail
warehouse assets located across the UK which are let
off affordable rents. The Property Portfolio has been
assembled by the Investment Manager since the Company's
launch on 28 October 2014. The key individuals at the
Investment Manager responsible for the Property Portfolio
are Danny O'Neill and Calum Bruce. As at 6 September
2023, the 1.18 million sq. ft. portfolio was let to
a diversified base of 64 tenants over 108 units, with
an aggregate contracted market rent of approximately
GBP16.4 million per annum, delivering an average rent
per sq. ft. of GBP13.97.
-- The valuation of the Property Portfolio as at 15 August
2023 was GBP207.25 million. The valuation of the Property
Portfolio as at 30 June 2023, being the last quarterly
valuation, was GBP208.4 million. The Valuation Report
as at 15 August 2023 accounts for capital expenditure
of approximately GBP1.3 million having been incurred
since 30 June 2023.
-- During the financial year ended 30 September 2022, the
Property Portfolio generated profits of GBP22.1 million
and GBP16.4 million of revenue from rental income; delivered
a net asset value total return of 11.5 per cent.; enabled
the Company to pay out an annualised dividend per Ordinary
Share of 5.00 pence; and at the end of the period had
an EPRA NAV per Share of 94.9 pence. During the six
months ended 31 March 2023, the Property Portfolio incurred
losses of GBP24.95 million; generated GBP7.6 million
of revenue from rental income; delivered a net asset
value total return of -12.6 per cent.; enabled the Company
to pay out an annualised dividend per Ordinary Share
of 5.00 pence and at the end of the period had an EPRA
NAV per Share of 80.4 pence.
-- During the period from 30 September 2022 to 6 September
2023, the EPRA Vacancy Rate fell from 6.5 per cent.
to 5.8 per cent., the weighted average unexpired lease
term was 5.3 years, up from 4.5 years at the last financial
year end, and rent collection was consistently at 99.9
per cent. each quarter.
Information on Realty Income
-- Realty Income is a US real estate investment trust listed
on the New York Stock Exchange, and is a constituent
of the S&P 500. Realty Income currently holds over 12,400
real estate properties which are primarily let to commercial
clients under long-term net lease agreements.
-- As at 30 June 2023, Realty Income held, through RI UK
1 Limited and its subsidiaries, 241 properties in the
UK, with a total l easable space of approximately 23
million sq. ft. As at 6 September 2023, Realty Income
had a market capitalisation of approximately US$39.1
billion.
Summary of the terms of the Disposal
-- The Disposal is being made pursuant to the terms of
the Sale Agreement and the principal terms and conditions
of the Sale Agreement will be set out in detail in the
Circular.
-- Under the Sale Agreement, the Company has agreed to
sell the entire issued share capital of each of the
Targets to the Purchaser, a wholly-owned subsidiary
of Realty Income. The Sale Agreement contains certain
warranties and indemnities given by each of the Company
and the Purchaser which are customary for a transaction
of this nature.
-- The Consideration of approximately GBP196.8 million
(after agreed deductions) is payable in full and in
cash by the Purchaser on Completion, subject to certain
customary adjustments, as detailed in the Circular.
-- Completion of the Disposal is conditional only upon
the approval of the Resolution by Shareholders at the
General Meeting. The Board expects that, subject to
the approval of the Resolution at the General Meeting,
Completion will occur on, or around, 28 September 2023.
Financial effects of the Disposal on the Company
-- The Property Portfolio comprises the entire business
of the EPIC Group. After adjustment for estimated transaction
costs, the Company expects, immediately following Completion,
to have Estimated Net Assets of approximately GBP 152.2
million, equivalent to 72.0 pence per Ordinary Share[1].
-- The Estimated Net Assets per Share equates to a 17.7
per cent. premium to the Share price of 61.2 pence as
at 15 March 2023 (the closing price immediately prior
to the Strategic Review Announcement), a 14.0 per cent.
premium to the Share price of 63.2 pence as at 2 August
2023 (the closing price immediately prior to the Strategic
Review Update Announcement) and a 10.8 per cent. premium
to the average Share price over the twelve months to
2 August 2023. The Estimated Net Assets per Share equates
to a 10.8 per cent. discount to the latest published
net asset value per Share of 80.77 pence, as at 30 June
2023.
-- If Shareholders subsequently approve the voluntary liquidation
of the Company on or around 31 December 2023, the estimated
amount per Share available for distribution to Shareholders
in the liquidation (taking into account the estimated
costs of liquidation, service provider termination costs
and estimated net income in the period following Completion)
is expected to be materially the same as the Estimated
Net Assets per Share of 72.0 pence, unless and to the
extent that any dividends are paid in the period between
Completion and liquidation.
-- No transitional services arrangements in respect of
the Property Portfolio will be required following the
Disposal as Realty Income will take over the management
of all the assets within the Property Portfolio immediately
upon Completion. The Company will not, therefore, incur
costs in implementing transitional services arrangements
in respect of the Property Portfolio going forward.
Use of net cash reserves and Debt Facilities
-- If the Disposal becomes unconditional, it is the intention
of the Board to seek Shareholder approval for the voluntary
liquidation of the Company with a view to distributing
substantially all of the Company's net assets (which
will comprise of cash) to Shareholders as soon as reasonably
practicable (with the target being, by the end of this
calendar year), unless an appropriate corporate opportunity
is identified in the meantime which, in the view of
the Board (having consulted with key Shareholders),
merits further consideration. The Board would only recommend
an alternative corporate opportunity if it reasonably
believed that such opportunity would offer Shareholders
greater benefit than a simple return of capital.
-- It is expected that, as part of and on the day of Completion,
the existing Debt Facilities will be novated or transferred
to the Company on the same terms that are currently
in place. This novation or transfer will be achieved
by the novation of the No.2 Facility Agreement and the
provision of a new facility to the Company by Aviva
Commercial Finance under such novated No.2 Facility
Agreement to repay amounts outstanding under the No.1
Facility Agreement. This will result in the Company
owing amounts to Aviva Commercial Finance in the same
amounts and on the same terms as the Facility Agreements.
The Debt Facilities will be repaid on the date of liquidation
if Shareholders approve the voluntary liquidation of
the Company, as described above.
-- The Board intends to hold the cash proceeds of the Disposal
together with existing cash reserves (which will be
secured in favour of Aviva Commercial Finance) in interest
bearing current accounts. The Board intends to maintain
the current level of dividend, with monthly dividend
payments, until the return of capital to Shareholders.
-- Should Shareholder approval to put the Company into
voluntary liquidation not be obtained, the Board would
reassess the options available to the Company at that
time.
General Meeting
-- The Disposal is conditional on the passing of the Resolution
at the General Meeting. Notice of the General Meeting,
which will be held at the offices of Dickson Minto W.S.,
Level 4, Dashwood House, 69 Old Broad Street, London
EC2M 1QS at 11.00 a.m. on 26 September 2023, is set
out in the Circular.
-- The General Meeting is being held for the purposes of
considering and, if thought fit, passing the Resolution.
The Resolution proposes that the Disposal be approved
and that the Directors be authorised to implement the
Disposal. The Resolution will be proposed as an ordinary
resolution, requiring a majority of votes cast to be
in favour for the Resolution to be passed. The full
text of the Resolution is included in the Notice of
the General Meeting.
-- In the event that the Resolution is not passed and,
as a result, the Disposal does not proceed, the Company
will be liable to pay the Purchaser's costs up to approximately
GBP1.46 million, in accordance with the Cost Cover Agreement,
and its own abort costs which are expected to be approximately
GBP1.3 million.
Recommendation
-- The Board has received financial advice from each of
Investec and Dickson Minto Advisers, the Company's joint
financial advisers, in connection with the Disposal
and, in giving such financial advice to the Board, each
of Investec and Dickson Minto Advisers has relied on
the Board's commercial assessment of the Disposal.
-- The Board considers that the Disposal and the passing
of the Resolution are in the best interests of the Company
and its Shareholders as a whole. Accordingly, the Board
unanimously recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting,
as the Directors intend to do in respect of their own
beneficial holdings, which, in aggregate, amount to
370,775 Ordinary Shares, representing approximately
0.175 per cent. of the Company's issued Ordinary Share
capital as at 6 September 2023
Irrevocable undertakings
-- The Company has received an irrevocable undertaking
to vote in favour of the Resolution from TR Property
Investment Trust plc in respect of, in aggregate, 34,686,226
Ordinary Shares, representing approximately 16.41 per
cent. of the Company's issued Ordinary Share capital
as at 6 September 2023.
REIT status
-- Upon Completion, the Company will dispose of the entirety
of the Property Portfolio. As a result, the Company
will no longer satisfy the conditions of the UK REIT
Regime, will be deemed to have ceased to be a REIT from
the date of Completion and will thereafter not benefit
from the tax treatment afforded by REIT status.
Formal Sales Process
-- The Strategic Review, and the Formal Sales Process framework
within which it was conducted, have now concluded, and
the Company is therefore no longer in an "Offer Period"
as de ned in the Takeover Code. As a consequence, the
requirement to make disclosures under Rule 8 of the
Takeover Code has now ceased.
Expected timetable of principal events
The expected timetable of principal events in relation to the
General Meeting is as follows:
Event 2023
Announcement of the Disposal 8 September
Publication of the Circular and the 8 September
Notice of General Meeting
Latest time and date for receipt of 11.00 a.m. on 22 September
proxy appointments (whether online,
via a CREST Proxy Instruction or by
a hard copy Form of Proxy) in respect
of the General Meeting
Record time and date for entitlement 6.00 p.m. on 22 September
to vote at the General Meeting
General Meeting 11.00 a.m. on 26 September
Anticipated Completion Date (subject 28 September
to the Resolution being passed at the
General Meeting)
Longstop Date 29 September
Notes :
1) All references to time in the expected timetable set out
above and in this announcement are to London (UK) time, unless
otherwise stated.
2) The expected timetable set out above and referred to throughout
this announcement may be subject to change. If any of the above
times and/or dates should change, the new times and/or dates
will be announced to Shareholders through a Regulatory Information
Service.
3) The timing of Completion is dependent upon, amongst other
things, the passing of the Resolution at the General Meeting,
and if there is any delay in the passing of the Resolution
the Anticipated Completion Date may change. If Completion does
not occur by the Longstop Date, the Disposal shall not take
place.
Dickson Minto Advisers is acting as sponsor to the Company in
connection with the Disposal.
Defined terms used in this announcement shall, unless the
context requires otherwise, have the meanings ascribed to them in
the Circular.
Enquiries
Investec Bank plc (Lead Financial
Adviser and Corporate Broker) 020 7597 4000
David Yovichic
Denis Flanagan
Dickson Minto Advisers (Joint
Financial Adviser and Sponsor) 020 7649 6823
Douglas Armstrong
KL Communications (PR Advisers) 07729 911301
Stephanie Ross
Ben Robinson
IMPORTANT NOTICES
Financial advisers
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting as joint financial adviser to the Company and
for no one else in connection with the matters set out in this
announcement and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in connection with the matters
set out in this announcement.
Dickson Minto Advisers, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as
sponsor and joint financial adviser to the Company and for no one
else in connection with the matters set out in this announcement
and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in connection with the matters set out in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Investec and/or Dickson Minto Advisers by FSMA
or the regulatory regime established thereunder, neither Investec,
Dickson Minto Advisers nor any persons associated or affiliated
with them accepts any responsibility whatsoever or makes any
representation or warranty, express or implied, concerning the
contents of this announcement, including its accuracy, completeness
or verification, or concerning any other statement made or
purported to be made by it or them, or on its or their behalf, the
Company or the Directors in connection with the Company or the
Disposal, and nothing in this announcement is, or shall be relied
upon as, a promise or representation in this respect, whether as to
the past or future. Investec, Dickson Minto Advisers and their
respective associates and affiliates accordingly disclaim, to the
fullest extent permitted by law, all and any responsibility and
liability whether arising in tort, contract or otherwise (save as
referred to herein) which it or they might otherwise have in
respect of this announcement or any such statement.
General
This announcement is not a prospectus and is not intended to,
and does not, constitute or form part of any offer, invitation or
the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, or issue any
securities whether pursuant to this announcement or otherwise.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by laws
of the relevant jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law or
any such jurisdiction
Market and industry information
Certain information in this announcement has been sourced from
third parties. Where information in this announcement has been
sourced from third parties, the source of such information has been
clearly stated adjacent to the reproduced information.
All information contained in this announcement which has been
sourced from third parties has been accurately reproduced and, as
far as the Company is aware and is able to ascertain from
information published by the relevant third party, no facts have
been omitted which would render the reproduced information
inaccurate or misleading.
All references to market data, industry statistics and forecasts
and other information in this announcement consist of estimates
based on data and reports compiled by industry professionals,
organisations, analysts, publicly available information or the
Company's own knowledge of their relevant markets.
Market data and statistics are inherently speculative and are
not necessarily reflective of actual market conditions. Such
statistics are based on market research, which itself is based on
sampling and subjective judgements by both the researchers and the
respondents, including judgements about what types of products and
transactions should be included in the relevant market. In
addition, the value of comparisons of statistics for different
markets is limited by many factors, including that: (i) the markets
may be defined differently; (ii) the underlying information may be
gathered by different methods; and (iii) different assumptions may
be applied in compiling the data. Accordingly, any market
statistics included in this announcement should be viewed with
caution.
Information regarding forward-looking statements
This announcement and the information incorporated by reference
into this announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements in this announcement other than statements
of historical fact are forward-looking statements. They are based
on intentions, beliefs and/or current expectations and projections
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of a date in the future or forward-looking
words such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects" or words
or terms of similar substance or the negative of those terms, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations or events that
are beyond the Company's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation: (a) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (b) business and management strategies and the
expansion and growth of the Company's operations and assets; and
(c) the effects of global economic conditions on the Company's
business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the EPIC Group
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Important factors that could cause the actual results,
performance or achievements of the EPIC Group to differ materially
from the expectations of the EPIC Group include, amongst other
things, general business and economic conditions globally, industry
and market trends, competition, changes in government and changes
in law, regulation and policy, including in relation to taxation,
interest rates and currency fluctuations, the outcome of any
litigation, the impact of any acquisitions or similar transactions,
IT system and technology failures, political and economic. Such
forward-looking statements should therefore be construed in the
light of such factors.
Neither the Company nor any of its Directors, officers or
advisers provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
Forward-looking statements contained in this announcement apply
only as at the date of this announcement. Other than in accordance
with its legal or regulatory obligations (including under the
Prospectus Regulation Rules, the Listing Rules, the Disclosure
Guidance and Transparency Rules and UK MAR, the Company is not
under any obligation and the Company expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecast or estimate
No statement in this announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings
per Ordinary Share or income, cash flow from operations or free
cash flow for the EPIC Group or the Company, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings, earnings per Ordinary
Share or income, cash flow from operations or free cash flow for
the EPIC Group or the Company, as appropriate.
Presentation of financial information
References to "GBP", "GBP", "pounds", "pounds sterling",
"sterling", "p" and "pence" are to the lawful currency of the
United Kingdom.
References to "US$" are to the lawful currency of the United
States.
Certain financial data has been rounded, and, as a result of
this rounding, the totals of data presented in this announcement
may vary slightly from the actual arithmetic totals of such
data.
LEI Number
The Company's LEI Number is 213800JRL87EGX9TUI28
[1] For the avoidance of doubt, the Estimated Net Assets per
Share is inclusive of the monthly dividend of 0.4167 pence per
Share due to be paid on 29 September 2023.
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END
MSCBBGDCLUGDGXI
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