Eight Capital Ptnrs. - 2022 Half-Year Report
21/09/2022 07:00
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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 Year ended
30 June 2022 31 December
Unaudited 2021
£'000 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 As at
30 June 31 December
2022 Unaudited 2021
£'000 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 Convertible loan note reserve Currency translation reserve Retained earnings Total
& warrant reserve
£'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 Year ended
£'000 31 December 2021
£'000
Basic and diluted
Loss for the period attributable to owners of the Company (98)
(506)
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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