22 November 2021
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company"
Notice of General Meeting
Eight Capital (AQSE: ECP), the financial services operating company, whose wholly-owned subsidiaries, Epsion Capital Limited ("Epsion") and Innovative Finance Srl ("InnFin"), source and deliver tech, fintech and other on-trend-sector transactions, gives notice that a general meeting of the Company's shareholders will be held at the offices of Charles Russell Speechlys LLP, 5 Fleet Place,
The formal Notice of General Meeting and accompanying letter from the Chairman, Dominic White, are today being sent to all shareholders and will be available on the Company's website, at www.eight.capital
Following a review of the Company's interim results for the six month period ended 30 June 2021, the board became aware that the value of the Company's net assets was less than half of its called-up share capital. Under the Companies Act 2006, this is defined as a "serious loss of capital".
In such circumstances, the directors are required, pursuant to section 656(1) of the Companies Act 2006, to call a general meeting to consider whether any, and if so what, steps should be taken to deal with the situation. Accordingly, the board is calling the General Meeting to ensure that this matter is addressed with shareholders as required by the Companies Act.
The situation which has resulted in this position has principally been the result of:
· a historic company voluntary arrangement, initiated in 2017 and concluded in 2018, which was approved by creditors and shareholders at the time;
· the Company, around the same time, becoming an AIM Rule 15 cash shell, whereby its main asset was cash, raised funds through two separate share placings, both of which were completed at par. The Company's shares were suspended on 5 June 2018 as it was unable to execute a reverse takeover within the 6 month period set out in the AIM Rules. The Company then moved to the AQSE Growth Market (at the time, the NEX Growth Market) where it became an investment vehicle. The ongoing costs of the Company as it went through this process eroded its cash reserves, impacting the net asset to share capital ratio; and
· as the Company was until recently an investing company, its two operating subsidiaries are held on the balance sheet at investment cost, which, in the opinion of the directors, is significantly below their realisable value.
The Directors would also like to draw shareholders' attention to the very important recent announcement the Company made in its RNS of 27 September 2021, where it set out the roadmap for the Company's ambitious expansion and reorganisation plans, involving, subject to shareholder and regulatory approval, a very significant conversion of debt to equity and an anticipated rights issue of new equity. This is a project that the Company expects to conclude in the first half of 2022 and would, in the opinion of the directors, address and resolve any shortfall of net assets.
The board always welcomes dialogue with shareholders and the General Meeting will provide a forum for discussions on this issue to take place. Shareholders will not be asked to vote at the general meeting as it is a discussion forum only.
This announcement contains inside information for the purposes of the
Eight Capital Partners plc
Dominic White - Executive Chairman
David Bull - Chief Executive Officer
+44 20 3808 0029
Cairn Financial Advisers LLP
AQSE Corporate Adviser
Jo Turner / James Lewis
+44 20 7213 0880
Walbrook PR Limited
Paul Vann/Nicholas Johnson
+44 20 7933 8780
About Eight Capital Partners:
Eight Capital Partners plc is an international financial services operating company focused on owning and operating businesses engaged in "Fintech" operations, from the digitisation of banking services, through to blockchain-backed decentralised finance companies and "crypto banks".
ECP provides equity, debt, and equity-related investment capital to companies seeking capital for growth and development, consolidation or acquisition, or pre-IPO financing. The Company seeks to generate an attractive rate of return for shareholders, predominantly through capital appreciation, by maximising the revenues, profits and value of its operating subsidiaries, and taking advantage of the increasing number of acquisition opportunities within the continuously developing global technology, media, telecoms and financial services sectors. www.eight.capital