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Eight Capital Ptnrs. - 2022 Half-Year Report


Announcement provided by

Eight Capital Partners Plc · ECP

21/09/2022 07:00

Eight Capital Ptnrs. - 2022 Half-Year Report
RNS Number : 0652A
Eight Capital Partners PLC
21 September 2022
 

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 £1 million of fees the Group earned during this third quarter, which we announced on 16 September, do not feature in the half-yearly numbers. Despite a great deal of vital work prior to 30 June being instrumental in earning those fees, the simple fact that they were success fees precluded them. Nevertheless, we now know that our 2022 revenues have already exceeded those of 2021 by at least 50% and I would like to thank our teams in our two operating subsidiaries: Innovative Finance Srl ("Innovative") and Epsion Capital Ltd ("Epsion") for their efforts.

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 £60,000 and the balance sheet is showing net liabilities, weighed down by large interest charges, please consider the transformational nature of what I have written above and you will appreciate why I and my colleagues on the Board are extremely optimistic about the future.

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




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 £850,000, listed securities of similar value, fee- earnings from its subsidiaries activities, income from Management Services agreements, tacit financial support from its main shareholder and a stated intention to do a placing in the near future.

 

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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