Eight Capital Ptnrs. - Completion of Conversion, RPT and Issue of Equity
08/09/2023 07:00
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RNS Number : 7862L Eight Capital Partners PLC 08 September 2023
8 September 2023
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Completion of Note Conversion, Related Party Transaction and Issue of Equity
Eight Capital Partners plc (AQSE: ECP), the financial services operating
company that aims to grow revenue through businesses engaged in "Fintech"
operations including in the digital banking and lending sectors, announces
that, further to the announcement on 11 August 2023, application has been made
for 25,577,732,855 new ordinary shares at a price of 0.02525 pence per new
ordinary share ("Conversion Shares") in lieu of the conversion of the Notes
and accrued interest due to be paid on 3 September 2023 ("Implementation
Date").
The price of the Conversion Shares was calculated by reference to the volume
weighted average price (VWAP) per share of the last ten trading days before
the Implementation Date and the mid-market exchange rate on the Implementation
Date. Based on the GBP/EUR exchange rate of GBP 1: EUR 1.1686 and share price
of 0.02525 pence, this results in the issue of 25,577,732,855 Conversion
Shares, representing approximately 13.64 per cent. of the so enlarged issued
share capital of the Company.
It is important that all Note holders who are receiving Conversion Shares
contact the Company on info@eight.capital in order to confirm the delivery
details for their allocation of Conversion Shares and they are urged to do so
immediately.
Admission
The Company has anticipated admission of the Conversion Shares to trading on
the AQSE Growth Market to occur on or around 13 September 2023
("Admission"). Trading in the Company's ordinary shares remains presently
suspended as a result of the delayed publication of the Company's annual
report for the year ended 31 December 2022. The annual report is substantially
complete and the Company will shortly be in a position to publish its
accounts. The Conversion Shares will rank pari passu with the ordinary
shares of the Company in issue.
Director Shareholding
Following the issue of the Conversion Shares and the participation by Trumar
Capital LLC ("Trumar"), a company beneficially owned by Dominic White, a
director of the Company, in the conversions, Trumar will receive 7,417,592,007
new ordinary shares and will be interested in 150,904,260,453 ordinary shares,
representing 80.50 per cent. of the Company's issued share capital on
Admission.
Related party transaction
Whilst no specific agreement has been separately entered into by Trumar as a
result of the conversion of Notes, the process of the conversion of the Notes
has been treated as a related party transaction pursuant to Rule 4.6 of the
AQSE Growth Market Access Rulebook (the "Transaction"). The Directors of the
Company independent of the Transaction confirm that, having exercised
reasonable care, skill and diligence, the Transaction is fair and reasonable
insofar as the shareholders of Eight Capital are concerned.
Total voting rights
Following Admission, the Company's issued share capital will comprise
187,451,702,503 ordinary shares of 0.01p each, with each share carrying the
right to one vote, therefore the total number of voting rights in the Company
will be 187,451,702,503. This figure may be used by shareholders as the
denominator for calculations by which they will determine if they are required
to notify their interest in the Company, or a change to their interest in the
Company, under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
The Company notes that the number of shares in issue is very high. It is the
Company's intention to seek a share capital consolidation shortly and further
details will be announced to the market in due course.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Company's announcement of 11 August
2023.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
Eight Capital Partners plc info@eight.capital
Dominic White, Chairman
Luciano Maranzana, Group CEO
Cairn Financial Advisers LLP +44 20 7213 0880
AQSE Corporate Adviser
Jo Turner / Liam Murray
Walbrook PR Limited +44 20 7933 8780
Paul Vann/Nick Rome +44 7768 807631
eightcapital@walbrookpr.com
About Eight Capital Partners:
Eight Capital partners plc is a financial services operating company that aims
to grow revenue through businesses engaged in "Fintech" operations including
in the digital banking and lending sectors.
ECP seeks to grow its group revenue in these high growth fintech sub-sectors,
which it expects to also increase in value, such that they generate an
attractive rate of return for shareholders, predominantly through capital
appreciation.
www.eight.capital (http://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 team of senior
and experienced ECM and M&A professionals is specialised across multiple
markets, sectors and geographies and it prides itself on a commercial approach
that allows the clients to achieve their growth ambitions.
www.epsioncapital.com (http://www.epsioncapital.com/)
Innovative Finance:
Innovative Finance is a corporate finance advisory business that develops
mergers and acquisitions and financing solutions across multiple sectors,
primarily in Europe, with access to international transactions. It focuses on
investments in Europe which are linked to technological developments in the
financial services industry. www.innovfinance.com
(http://www.innovfinance.com)
Forward Looking Statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as "believe", "could", "should", "envisage'',
"estimate", "intend", "may", "plan", "potentially", "expect", "will" or the
negative of those, variations or comparable expressions, including references
to assumptions. These forward-looking statements are not based on historical
facts but rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations, performance,
future capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business prospects and
opportunities. Such forward looking statements reflect the Directors' current
beliefs and assumptions and are based on information currently available to
the Directors.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name Dominic White
2 Reason for notification
a. Position/Status Chairman
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Eight Capital Partners Plc
b. LEI 213800U1F5CGRZJ47X73
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a. Description of the financial instrument, type of instrument Ordinary shares of £0.0001 each
Identification Code ISIN: GB00BYT56612
b. Nature of the transaction Issue of ordinary shares in lieu of debt conversion
c. Price(s) and volume(s) Price(s) Volume(s)
0.02525 7,417,592,007
d. Aggregated information
- Aggregated Volume
N/A
- Price
e. Date of the transaction 7 September 2023
f. Place of the transaction AQSE, London
d.
Aggregated information
- Aggregated Volume
- Price
N/A
e.
Date of the transaction
7 September 2023
f.
Place of the transaction
AQSE, London
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