Eight Capital Ptnrs. - 2022 Half-Year Report
Announcement provided by
Eight Capital Partners Plc · ECP21/09/2022 07:00
21 September 2022
EIGHT CAPITAL PARTNERS PLC
("Eight Capital" "ECP" or the "Company")
UNAUDITED HALF-YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2022
Eight Capital Partners plc (AQSE: ECP), announces its half-yearly results for the half year ending 30 June 2022.
Chairman's Half-Yearly Report
This report, covering the first six months of 2022, is the first half-yearly report that the Company has given the market since becoming an operating Group just over a year ago, and one aspect you will note is that there is no comparative Income Statement for the equivalent six months of 2021. This is because the two periods cannot be realistically compared. What you will see as a comparative, however, are the results for the 12 months to 31 December 2021 and these half-yearly results are presented using the same accounting principles, under IFRS. The only complex accounting issues surround the treatment of goodwill and the contingent liability for earn-out relating to the acquisition of Innovative Finance Srl. This matter is fully covered in the 2021 Annual Report and Accounts, available from the Company's website at www.eight.capital.
The other point you will note is that the
We were pleased when Luciano Maranzana joined the board of Eight Capital in August 2022 as a Non-executive Director having become Managing Director of Innovative in July 2022. An extensive career in financial services and investment management provides additional breadth across the sector at board level. We are working on strengthening Eight Capital's board further, seeking even more experience from the fintech and banking sectors, which matches our core areas of operating focus.
Richard Day was also a great addition to Epsion in May 2022. He is successfully growing the Epsion team having engaged a compliance specialist to further enhance systems and processes, as well as being close to recruiting an additional senior member of the corporate finance team.
Although the wider markets are difficult, both Innovative and Epsion continue to develop an interesting pipeline of transactions that include fintech acquisition opportunities for Eight Capital and transactions with third parties.
The third and, for the future, the most significant aspect of where we are today in the Group's development, is the progress we are making in completely re-shaping the Company's balance sheet. We are in the closing stages of finalising the Company's circular to shareholders in respect of seeking a waiver of obligations under Rule 9 of the City Code on Takeovers and Mergers to enable certain existing debts to be converted into equity in ECP.
This will open the door to creating a much larger and more robust balance sheet and a Company that we believe will quickly grow to be far more interesting to investors. We want to be, and expect to become, a significant player in our sphere of Fintech enablers and service providers.
Therefore, when you read below that revenues for the first six months are below
Dominic White
Chairman
The directors of the Company take responsibility for this announcement.
For further information, please contact:
Eight Capital Partners plc |
+44 20 3808 0029 |
Dominic White / Luciano Maranzana |
info@eight.capital |
|
|
AQSE Exchange Growth Market Corporate Adviser |
|
Cairn Financial Advisers LLP |
+44 20 7213 0880 |
Jo Turner / James Lewis |
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|
Walbrook PR Limited |
+44 20 7933 8780 |
Paul Vann/Joe Walker |
eightcapital@walbrookpr.com |
Eight Capital Partners plc
Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2022
|
Note |
Six months ended 30 June 2022 Unaudited £'000 |
|
Year ended 31 December 2021 Audited £'000 |
|
|
|
|
|
Revenue |
|
58 |
|
772 |
Cost of sales |
|
(9) |
|
(252) |
Gross profit |
|
49 |
|
520 |
|
|
|
|
|
Administrative expenses |
|
(440) |
|
(1,101) |
Net change in unrealised/realised gains and losses on investments at fair value through profit or loss |
|
(46) |
|
314 |
Other income |
|
10 |
|
128 |
Operating loss |
|
(427) |
|
(139) |
|
|
|
|
|
Interest income |
|
486 |
|
418 |
Finance expense |
|
(565) |
|
(377) |
|
|
|
|
|
Loss before tax |
|
(506) |
|
(98) |
|
|
|
|
|
Taxation |
|
- |
|
- |
|
|
|
|
|
Loss for the period |
|
(506) |
|
(98) |
|
|
|
|
|
Other comprehensive income for the year |
|
|
|
|
Currency translation differences |
|
(2) |
|
(1) |
|
|
|
|
|
Total comprehensive loss |
|
(508) |
|
(99) |
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share (pence): |
2 |
(0.03) |
|
(0.01) |
|
|
|
|
|
|
|
|
|
|
Eight Capital Partners plc
Consolidated Statement of Financial Position at 30 June 2022
|
Note |
As at 30 June 2022 Unaudited £'000 |
|
As at 31 December 2021 Audited £'000 |
|
|
|
|
|
Non-current assets |
|
|
|
|
Goodwill |
|
3,867 |
|
3,867 |
Intangible assets |
|
11 |
|
13 |
Property, plant and equipment |
|
17 |
|
23 |
Total non-current assets |
|
3,895 |
|
3,903 |
|
|
|
|
|
Current assets |
|
|
|
|
Investments |
3 |
35,362 |
|
34,569 |
Trade and other receivables |
|
1,349 |
|
1,270 |
Cash and cash equivalents |
|
29 |
|
202 |
Total current assets |
|
36,740 |
|
36,041 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
723 |
|
428 |
Borrowings |
|
17,593 |
|
21,380 |
Total current liabilities |
|
18,316 |
|
21,808 |
Non-current liabilities |
|
|
|
|
Long term bond |
|
21,340 |
|
16,431 |
Liability for contingent consideration |
|
1,305 |
|
1,311 |
Borrowings |
|
- |
|
203 |
Total non-current liabilities |
|
22,645 |
|
17,945 |
|
|
|
|
|
Net assets /(liabilities) |
|
(326) |
|
191 |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Share Capital |
4 |
1,453 |
|
1,453 |
Share premium account |
|
2,068 |
|
2,068 |
Share option and warrant reserve |
|
- |
|
15 |
Convertible loan notes |
|
84 |
|
84 |
Currency translation reserve |
|
(16) |
|
(5) |
Retained earnings |
|
(3,915) |
|
(3,424) |
Total equity |
|
(326) |
|
191 |
Eight Capital Partners plc
Consolidated Statement of Changes in Equity
for the six months ended 30 June 2022
|
Share capital |
Share premium |
Share option & warrant reserve |
Convertible loan note reserve |
Currency translation reserve |
Retained earnings |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
As at 31 December 2020 |
1,431 |
2,001 |
11 |
84 |
- |
(3,326) |
201 |
Loss for the year |
- |
- |
- |
- |
- |
(98) |
(98) |
Other comprehensive income for the year |
- |
- |
- |
- |
(1) |
- |
(1) |
Total Comprehensive Income |
- |
- |
- |
- |
(1) |
(98) |
(99) |
Movement in reserves |
- |
- |
- |
- |
(4) |
- |
(4) |
Share based payment |
- |
- |
4 |
- |
- |
- |
4 |
Issue of shares |
22 |
67 |
- |
- |
- |
- |
89 |
Total Transactions with Owners |
22 |
67 |
4 |
- |
(5) |
- |
93 |
As at 31 December 2021 |
1,453 |
2,068 |
15 |
84 |
(5) |
(3,424) |
191 |
Profit for the period |
- |
- |
- |
- |
- |
(506) |
(506) |
Other comprehensive income for the year |
- |
- |
- |
- |
(2) |
- |
(2) |
Total Comprehensive Income |
- |
- |
- |
- |
(2) |
(506) |
(508) |
Movement in reserves |
- |
- |
(15) |
- |
(9) |
15 |
(9) |
Share based payment |
- |
- |
- |
- |
- |
- |
- |
Issue of shares |
- |
- |
- |
- |
- |
- |
- |
Total Transactions with Owners |
- |
- |
- |
- |
(11) |
(491) |
(517) |
As at 30 June 2022 |
1,453 |
2,068 |
- |
84 |
(16) |
(3,915) |
(326) |
Eight Capital Partners plc
Notes to the Half-Yearly Financial Statements
For the six months ended 30 June 2022
1. Accounting policies
Basis of preparation
These half-yearly financial statements have been prepared in accordance with UK-adopted international accounting standards.
The Company was classified as an investment vehicle in the prior year ending 31 December 2021. On 1 July 2021 Eight Capital plc changed its status from an investment vehicle to an operating company. As a result, and in accordance with IFRS 10, some of the Company's investments have been consolidated from this date. No consolidated comparative information has been disclosed as the Company was an investment vehicle and none of its investments met the requirements of IFRS 10 for an investment company.
The interim financial statements do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 audited annual report. The statutory financial statements for the year ended 31 December 2021 were prepared in accordance with UK-adopted international accounting standards. The auditors reported on those financial statements; their Audit Report was unqualified.
The interim financial information is unaudited, has not been reviewed by the Company's auditors and does not constitute statutory accounts as defined in the Companies Act 2006.
The interim financial information was approved and authorised for issue by the board of directors on 20 September 2022.
Going concern
As at the date of this report, the Group had short term receivables of over
The Directors are therefore of the opinion that the Company has adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.
2. Profit or loss per share
|
|
|
Six months ended 30 June 2022 £'000 |
Year ended 31 December 2021 £'000 |
Basic and diluted |
|
|
|
|
Loss for the period attributable to owners of the Company |
|
|
(506) |
(98) |
Weighted average number of shares: |
|
|
1,564,315,462 |
1,479,362,244 |
Basic loss per share (pence): |
|
|
(0.03) |
(0.01) |
The basic and diluted earnings per share were determined by dividing the profit or loss attributable to the equity holders of the Company by the weighted average number of shares outstanding during the periods.
3. Investments
|
|
Unlisted investments |
Listed investments |
Total |
|
|
£'000 |
£'000 |
£'000 |
Fair value at 1 January 2021: |
|
2,004 |
1,175 |
3,179 |
Investment disposal |
|
(1,701) |
- |
(1,701) |
Investment in subsidiaries |
|
(413) |
- |
(413) |
Investment additions: 1AF2 bond |
|
- |
33,620 |
33,620 |
Fair value loss on listed investments |
|
- |
(116) |
(116) |
Foreign exchange adjustments |
|
110 |
(110) |
- |
Fair value at 31 December 2021: |
|
- |
34,569 |
34,569 |
Fair value loss on listed investments |
|
- |
(22) |
(22) |
Foreign exchange adjustments |
|
- |
815 |
815 |
Fair value at 30 June 2022: |
|
- |
35,362 |
35,362 |
4. Share capital
Movements in Ordinary share capital during the period are summarised below:
|
|
Number of Ordinary Shares of 0.01p |
Nominal value £'000 |
As at 31 December 2021 and 30 June 22 |
1,564,315,462 |
157 |
Movements in Deferred share capital are summarised below:
|
|
Number of Deferred Shares of 0.24p |
Nominal value £'000 |
As at 31 December 2021 and 30 June 2022 |
540,166,760 |
1,296 |
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