Eight Capital Ptnrs. - Result of General Meeting

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. Upon the publication of the announcement via a regulatory information service, this information is considered to be in the public domain.

17 October 2022

Eight Capital Partners plc

("ECP", "Eight Capital" or "the Company")

Result of General Meeting

Further to its announcement of 29 September 2022, Eight Capital Partners plc (AQSE: ECP) is pleased to announce that at the Company's General Meeting held earlier today, all resolutions were passed, including the Rule 9 Waiver Resolution.

The General Meeting poll results were overwhelmingly in favour, No votes were withheld. Percentages voting for and against were as follows:

** Special resolution

‡ Only independent shareholders were entitled to vote on this resolution

Update on irrevocable undertakings

The Document stated that ECP had received irrevocable undertakings from certain Independent Shareholders to vote (or to procure the vote) in favour of the Resolutions, including those received from DL Ced in respect of 155,388,471 Existing Ordinary Shares (the "Irrevocable Undertaking"), representing approximately 9.93 per cent. of ECP's Existing Ordinary Shares. 

In accordance with Rule 2.10(c) of the Code, ECP announces that DL Ced had not voted (or procured the vote) in favour of the Resolutions in accordance with the terms of its Irrevocable Undertaking. As a result, 155,388,471 Existing Ordinary Shares in respect of which the Irrevocable Undertaking applied, representing, approximately, 9.93 per cent. of the Existing Ordinary Shares, were not voted at the General Meeting.

However, DL Ced has confirmed to ECP that this failure to vote in favour was not as a result of a change in voting intention, rather it was purely a technical issue that meant that its ECP Shares were unable to be voted within the appropriate timeframe.

Admission & Total Voting Rights

Accordingly, application has been made for the admission of 14,081,196,580 new ordinary shares ("New Ordinary Shares") to trading on AQSE Growth Market and it is expected that this will occur on or around 18 October 2022 ("Admission"). The New Ordinary Shares will rank pari passu in all respects with the Company's existing issued ordinary shares.

Subsequent to the issue of New Ordinary Shares, the Company will have 15,645,512,042 ordinary shares in issue. The Company has no shares in treasury, therefore this figure may be used by shareholders, from Admission, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

The Directors of the Company are responsible for the release of this announcement.

Enquiries:

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.

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, and fintech sectors.

www.eight.capital

Eight Capital Partners operates two subsidiary businesses:

Epsion Capital:

Epsion Capital is an independent corporate advisory firm based in London with an extensive experience in UK and European capital markets. The company is specialised in ECM, DCM, structured investment facilities, and M&A across multiple markets, sectors and geographies.  It prides itself on a commercial approach that enables its clients to achieve their growth ambitions. www.epsioncapital.com

Innovative Finance:

Innovative Finance is a corporate finance advisory business that sources and develops mergers and acquisitions and financing solutions across multiple sectors, primarily in Europe, with access to international transactions. It is currently working on transactions in North America and Europe which are linked to technological developments in the financial services industry, e-commerce and cannabis. www.innovfinance.com

IMPORTANT NOTICES

Cautionary note regarding forward-looking statements

This announcement contains certain statements about Eight Capital and certain of its current plans, goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statements are a guarantee of future performance and that actual results could differ materially from those contained in such forward-looking statements. All statements, other than statements of historical facts, included in this announcement preceded or followed by, or that include, the words ''targets'', ''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''will'', ''may'', ''should'', ''anticipates'', ''estimates'', ''projects'' or words or terms of similar substance or the negative thereof, are or may be forward-looking statements. Forward-looking statements also include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of Eight Capital. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Eight Capital, or any other adviser. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors (a number of which are beyond the Company's control) which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on assumptions regarding the present and future business strategies of Eight Capital and the environment in which it will operate in the future. Shareholders should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AQSE Rules, the Disclosure Guidance and Transparency Rules and/or the Prospectus Regulation Rules), Eight Capital does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to Eight Capital or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of Eight Capital as at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.