Eight Capital Ptnrs. - Final Results for the year ended 31 December 2022
12/09/2023 07:01
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RNS Number : 0847M Eight Capital Partners PLC 12 September 2023
EIGHT CAPITAL PARTNERS PLC
("Eight Capital", "ECP" or "the Company")
Annual Report and Financial Statements
For the year ended 31 December 2022
Eight Capital (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, is pleased to announce its final
results for the year ended 31 December 2022. An extract from the Company's
audited report and accounts can be found below. The complete annual report and
accounts will shortly be available from the Company's website and will be
sent to all shareholders.
A separate announcement providing details of the 2023 Annual General Meeting
will be made in the next days.
Following publication of these results, the Company's shares will be restored
to trading on the AQSE Growth Market shortly.
The Directors of the Company accept responsibility for the content of this
announcement.
For further information, please visit www.eight.capital or contact:
Eight Capital Partners plc +44 20 3808 0029
Dominic White, Chairman info@eight.capital
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 Paul.vann@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)
Chairman's Statement
Dear Shareholder,
I am pleased to report on the Company's financial results for the year ended
31 December 2022 and on a number of far reaching corporate developments that
have occurred during the year and since year end.
2022 Results
Through its two subsidiaries, the Group recorded revenues for the year under
review of £895,000 (2021: £444,000) with a gross margin of over 98% (2021:
70%). This income was further supplemented by Eight Capital Partners Plc
("ECP") itself providing management services to certain investees and thereby
recovering £84,000 (2021: £128,000) of overhead costs. Interest income
less expense was a net surplus of £1,979,000 (2021: loss £1,733,000). The
net movement in fair value of both realised and unrealised gains and losses on
investments at fair value (explained further below) was a gain of £2,799,000
(2021: £9,522,000 loss). Overheads increased to £1,111,000 from £734,000 in
2021; and the Group result for the year was a profit before taxation of
£4,638,000 (2021: loss before tax of £11,544,000). The significant swings
in the trading for the year are primarily due to the partial reversal of the
IFRS fair value adjustments made in the prior year and it should also be noted
that 2021 only represented six months of trading at a consolidated level.
Rule 9 Waiver process ("Whitewash") and Conversion into equity of EUR 33.77
million of private and listed debt
In the last quarter of the year the Group took significant steps to strengthen
its balance sheet. On 17 October 2022, the Group announced that shareholders
had approved a Rule 9 Waiver to allow the major shareholder IWEP Ltd to
convert €3.15 million of a vendor loan of €20 million owed to it without
having to make a formal offer to acquire the Company.
On 24 November 2022 the Group announced that it had successfully entered into
conversion agreements with existing bondholders to convert €3.85 million of
existing bonds into equity. In addition at the same time it was announced
that IWEP Ltd had completed the transfer of its shareholding and receivables
in the Company to Trumar Capital LLC ("Trumar"), a company with the same
beneficial owner. Trumar, as the Company's largest shareholder and debt
holder, converted a further €29.92 million of debt alongside the other
converting bondholders. The Company remains involved in a placing process to
institutional and high net worth investors and will update shareholders
further as any equity placings and further debt conversions are completed.
The successful Whitewash and debt to equity conversion represent major
progress in the Group's stated strategy of growing the Company's market
capitalisation towards and beyond £50 million.
Subsidiary activities
Epsion Capital Ltd ("Epsion"), our wholly owned UK Corporate Finance
subsidiary, primarily advised on the Initial Public Offering and related
transactions for Zamaz Plc in September 2022, generating £440,000 intra group
revenue and £265,000 external revenue. Innovative Finance S.r.l ("InnFin")
our wholly owned Italian Corporate Finance subsidiary also generated fees
totalling circa £763,000 in relation to the Zamaz transaction, of which circa
£630,000 was to external clients.
Eight Capital: update on prior year's investments
ECP's investment portfolio now and as at 31 December 2022 is comprised
exclusively of quoted companies.
1AF2 Bond
During the prior year, the Company invested €40 million into a bond held
with 1AF2, yielding 2.5% per annum. One of the main adjustments made in the
prior year's replacement accounts was to undertake a discounted cashflow
("DCF") valuation of the 1AF2 bond. The result of the DCF in the prior year
was a fair value adjustment loss of €9.8m. In the current year, the same
exercise has been carried out which has partially reversed the prior year fair
value loss. In the current year, the same DCF methodology has valued the
bond at €31.6m, a fair value gain of €3.4m. The Company's share of the
underlying security package relating to the 1AF2 bond exceeds that value,
supporting the Board's fair value assessment of the bond which is repayable on
30 June 2024.
Supply@ME Capital Plc ("SYME): Inventory securitisation
SYME is an inventory monetisation business based on a novel asset
securitisation concept, enabled by an innovative software platform. SYME is
listed on the Standard List of the London Stock Exchange. SYME's share price
has not performed well in the year and ECP's £38,000 investment at 31
December 2021 at a share price of £0.0017 has seen a drop to £0.00083 at the
year end, with a total fall in value of over £18,000 in the year. Although
the share price reduction has been a source of concern, the Board recognises
that the concept and possibilities for SYME were, and still are, interesting
once a critical mass of investment capital to support securitisations can be
delivered by SYME's management.
Evrima Plc ("EVA"): Mining and exploration investment
Evrima is now a mining and associated exploration investment company which is
non core to the Company. The investment in 2018 was made with the intention,
in agreement with Evrima's management, of repurposing and funding the vehicle
for investment in other sectors. This did not proceed and Evrima now focuses
on its original investment mandate. The Company's investment was
approximately £131,000 at 31 December 2021 and is currently £119,000, based
on its quote on AQSE Growth Market. We intend to dispose of this investment in
due course.
MaxRets Ventures Formerly Greencare Capital Plc ("GRE")
Investment in technology sectors, comprising life sciences, fintech businesses
and assets that use fintech, impact investing (environmental and renewables)
and retail.
At 31 December 2021 the shares were trading at 30.5p and were valued at
£780,000. As at this year end the share price had dropped to 25.0p,
recognising a £140,000 fair value loss in the year and a closing valuation of
£640,000. The original investment was £280,000 and the average price paid
per share was 10.94p, therefore the investment performance remains positive.
Fair value adjustment on contingent liability
The terms of the acquisition of InnFin included an earn out formula contingent
upon the attainment of certain levels of profitability in future years,
creating a contingent liability towards the vendor at the date of acquisition
in May 2022. The fair valuing of this liability at 31 December 2022 has
resulted in a positive adjustment in the income statement of £1,311,000.
Changes in Management Team
During the year under review, the Group has seen a number of changes to its
Senior team. In August 2022 David Bull stepped down after a 14 month period
where he led the transformation of the Group into an operating business.
Following David's departure Luciano Maranzana joined the board of Eight
Capital in August 2022 as a Non executive Director having become Managing
Director of Innovative Finance in July 2022. Mr. Maranzana, was subsequently
appointed Group CEO in January 2023.
Mr Maranzana has enjoyed a successful professional career spanning nearly 30
years, primarily in asset management. He was previously Managing Director,
Italy and Spain for UK investment group Hammerson plc and Managing Director of
Valore Reale Sgr Spa, a closed end fund management company, where under his
leadership, the company grew from 5 to over 30 employees with combined assets
under management of more than €1.8 billion.
Also post year end, in January 2023, Gemma Godfrey was appointed to the board
as an independent Non Executive Director. Ms Godfrey is an experienced non
executive director and independent consultant, having founded two digital
businesses. As a former founder and CEO of an FCA regulated digital
investing business that was acquired by a global insurer, she went on to
launch a digital media service on behalf of News UK.
Reissue of 2021 results
Further to a review of the Group's results for the year ended 31.12.2021 by
the Financial Reporting Council (FRC), the Board has recognised that certain
balance sheet items needed to be re classified and or further explained. At
the time, working closely with its advisors and auditor, the Company believed
that the treatment of these items was appropriate; however, on review of the
FRC's report, it became clear that changes relating to IFRS9 needed to be
made. It was therefore decided to re issue the 2021 accounts in accordance
with section 454 of the Companies Act. The main items to be adjusted are the
fair value of the 1AF2 Bond and the cost differential between the two funding
structures used to fund the bond's acquisition. Full details appear in the
revised 2021 Annual Report, which includes a statement on the scope and
limitations of the FRC's review of the original 2021 Annual Report and
Accounts.
Strategy and outlook
2022 was another watershed year for Eight Capital. Having successfully
transitioned into a financial services operating group the previous year, it
completed a thorough reorganisation of its debt, converting the major part
into equity and thereby strengthening its Balance Sheet considerably. It has a
clear strategy in place for the transformation of the business in terms of its
size, market value and influence within the fintech sector of financial
services, both as a player in its own right and through its wholly owned
subsidiaries, Epsion and Innovative Finance.
Strategy Implementation
The strategy centres around the following model focussing on our view that
there is an inadequate provision of SME lending, to which we intend to add a
digital dimension. At the core is the acquisition of a European digital bank
and, around it, fintech operators that together form an integrated ecosystem
of capital sourcing, product manufacturing and distribution:
ECP is building a fintech operating ecosystem that aims to grow revenue
through the use of efficient fintech solutions for SME digital lending in
Europe and eventually also the UK.
It believes that SMEs continue to be under served by the traditional financial
services sector and are sometimes overlooked by larger funding institutions,
or, when managed through a traditional banking process, are perceived as
difficult to underwrite and therefore expensive to fund. There are
significant benefits for SMEs using "fintech" systems and innovatively
structured capital solutions to better access capital, either for direct
investment or to assist with their working capital management.
ECP is targeting the acquisition of a European licensed digital bank which
will be at the core of its fintech ecosystem. To this it intends to bolt on
strategically acquired fintech operators to deliver financial products to its
customers.
The objective is to own and integrate product manufacturing (digital bank)
with product manufacturing and distribution (fintech operators and
originators) to deliver to customers faster, cheaper and more efficient
capital solutions through the use of technology, and fast growth for the
Company.
The Company has a pipeline of opportunities in fintech banking with European
SME loan books and fintech working capital providers, that are synergistically
very well matched.
Fintech Product Manufacturing & Fintech Distribution
The Company believes that there is a significant value creation opportunity in
holding a digital banking licence at the core of its growing fintech
ecosystem.
a) Acquired Fintech operators, that have a strong
product distribution capability and proven low risk deployment processes with
minimal losses, will benefit from privileged access to an in house core
banking service, a route to well priced capital through the bank (and through
in house bank led securitisations of loan books, at significantly reduced
capital cost) which is well below the cost of capital for fintech
competitors without the backing of a bank.
b) The digital bank benefits from the growth of the
Group's fintech distribution e channels by providing banking and funding to an
increasing number of customers and markets. It enables more financial products
to be offered to more customers in a shorter amount of time than in a
standalone banking organic growth model, and it is quicker and far less risky
than a bank to bank M&A growth model. Revenue per customer multiplies
across the ecosystem as customers are shared.
c) The digital bank and acquired fintech bolt ons form
an ecosystem of product manufacturing and distribution, getting the most out
of every customer wherever they are in the group. Digital lending, invoice
factoring, and banking deposits are examples of potential Core and Bolt on
acquisitions.
d) ECP owns corporate finance boutiques. Their services
can be made available, under the bank's umbrella, to SMEs looking to grow to
the next level, providing strategic advice, capital raising services and
capital markets expertise, including public markets activity to IPO.
e) With the strategic utilisation of ECP's growing in
house capital resources, provided by the bank and equity investment, ECP would
be able to provide significant support to the transactions managed by the
operating subsidiaries through the provision of early stage and growth co
investment capital to growing companies seeking finance for expansion,
development, consolidation or acquisition, or as pre IPO/RTO funding.
The competitive advantage
The competitive advantage of the e business park approach as we intend to
develop it includes:
1. Structure
Being an integrated system with a bank at its core, there will be an increase
in availability of cheaper, longer term and scalable capital within the
ecosystem. The competitive advantage of ECP's new operating structure is its
flexibility in terms of where it invests in the "capital stack", being equally
comfortable with private or public debt and/or equity positions, convertibles
and structured equity or debt facilities. Much of the financial services
advisory market only delivers third party capital and advice, without direct
access to supportive in house capital, or only access to in house capital
lines with a less flexible mandate.
2. Tech
The ecosystem will be able to use / acquire the latest technologies, and will
be fast and nimble as it has no legacy systems. Technology will be at the
forefront compared to others who cannot move as quickly.
3. Customers
Customers will instinctively gravitate to the faster and more flexible route
to capital. There is also a natural stimulus, in that traditional routes for
SME borrowers are drying up as main banks move away from SME working capital
lending, or are raising the minimum revenue and balance sheet thresholds to
qualify. The funding gap is widening and ECP intends to step in to fill that
gap.
4. Timing
The integrated ecosystem can use tech to be faster than the high street banks
and cheaper than the non bank alternative lenders. This puts it
competitively ahead of many of its peers.
Dominic White
Chairman
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2022
2022 2021
£000 £000
Revenue 895 444
Cost of sales (8) (127)
887 317
Gross profit
Other operating income 84 128
Administrative expenses (1,111) (734)
Net change in unrealised/realised gains and losses on investments at fair 1,488 (9,822)
value through profit or loss
Net gains on fair value through profit or loss 1,311 300
Profit/(loss) from operations 2,659 (9,811)
Finance income 876 418
Finance expense including debt modification gain or loss 1,103 (2,151)
Profit/(loss) before tax 4,638 (11,544)
Taxation - -
4,638 (11,544)
Profit/(loss) for the year
Other comprehensive income - -
Total comprehensive income 4,638 (11,544)
Consolidated Statement of Financial Position
As at 31 December 2022
2022 2021
£000 £000
Assets
Non‑current assets
Property, plant and equipment 22 23
Intangible assets 2,728 3,880
Trade and other receivables 311 -
3,061 3,903
Current assets
Trade and other receivables 1,062 1,270
Cash and cash equivalents 22 202
Current asset investments 28,785 24,734
29,869 26,206
Total assets 32,930 30,109
Liabilities
Non‑current liabilities
Loans and borrowings 402 643
Long term bonds 5,807 17,866
Liability for contingent consideration - 1,311
6,209 19,820
Current liabilities
Trade and other liabilities 468 330
Loans and borrowings 970 21,380
1,438 21,710
Total liabilities 7,647 41,530
Net assets/(liabilities) 25,283 (11,421)
The notes form part of these financial statements
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Share capital Share premium Convertible debt option reserve Foreign exchange reserve Other reserves Retained earnings Total attributable to equity holders of parent Total equity
£000 £000 £000 £000 £000 £000 £000 £000
1,453 2,068 84 (4) 15 (15,037) (11,421) (11,421)
At 1 January 2022
Comprehensive income for the year
- - - - - 4,63 4,638 4,638
Profit for the year
- - - - - 4,638 4,638 4,638
Total comprehensive income for the year
Contributions by and distributions to owners
16,031 16,031 - - - - 32,062 32,062
Issue of share capital
- - - 4 - - 4 4
Other movements
- - - - (15) 15 - -
Share based payment release
16,031 16,031 - 4 (15) 15 32,066 32,066
Total contributions by and distributions to owners
At 31 December 2022 17,484 18,099 84 - - (10,384) 25,283 25,283
The notes form part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
2022 2021
£000 £000
Cash flows from operating activities
Profit/(loss) for the year 4,638 (11,544)
Adjustments for
Depreciation of property, plant and equipment 3 -
Amortisation of intangible fixed assets 2 -
Finance income (882) (418)
Finance expense (1,103) 2,151
Net change in unrealised/realised gains and losses on investments at fair (1,488) 9,822
value through profit or loss
Net gains and losses on fair value through profit or loss (1,311) (300)
Share‑based payment expense - 4
Net foreign exchange (gain)/loss (411) 97
(552) (188)
Movements in working capital:
65 (685)
(Decrease)/increase in trade and other receivables
Increase in trade and other payables 243 119
Cash used in operations (244) (754)
Net cash used in operating activities (244) (754)
Cash flows from investing activities
- (694)
Acquisition of subsidiary, net of cash acquired
(1) (10)
Purchases of property, plant and equipment
- (2)
Purchase of intangibles
- 1,343
Proceeds on sale of financial assets
675 380
Interest received
Net cash from investing activities 674
1,017
Cash flows from financing activities
- 43
Proceeds from bond issue
471 1,097
Proceeds from borrowings
- (949)
Repayment of bond issue
(1,081) (455)
Interest paid
Net cash used in financing activities (610) (264)
(180)
Net decrease in cash and cash equivalents (1)
202 203
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of the year
22 202
The notes form part of these financial statements.
Notes to the consolidated financial statements
For the year ended 31 December 2021
1. General information
Eight Capital Partners Plc ("the Company") is a public limited company limited
by shares and incorporated in England. Its registered office is Kemp House,
160 City Road, London, EC1V 2NX.
The Company's shares are traded on the Aquis Stock Exchange Growth Market
under ticker ECP and ISIN number GB00BYT56612.
The consolidated financial statements of the Company consist of the following
companies (together "the Group"):
Eight Capital Partners plc UK registered company
Epsion Capital Limited UK registered company
Innovative Finance srl ("InnFin") Italian registered company
The Group's objective is to generate an attractive rate of return for
shareholders, predominantly through capital appreciation, by taking advantage
of opportunities to invest in the financial services and technology, media,
and telecoms (TMT) sectors.
The information contained in this announcement has been extracted from the
full report and accounts and, as such, references, notes and page numbers may
be incorrect. Shareholders should read the full report and accounts, a copy
of which is available on the Company's website.
2. Accounting policies
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below.
Basis of preparation
These consolidated financial statements have been prepared and approved by the
Directors in accordance with the UK‑adopted international accounting
standards.
The Company was classified as an investment vehicle for the period to 30 June
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,
the Company's investments in subsidiaries have been consolidated from this
date.
These consolidated financial statements are prepared on a going concern basis,
under the historical cost convention, as modified by the recognition of listed
investments at fair value.
These consolidated financial statements are presented in Pounds Sterling,
rounded to the nearest thousand (£'000), which is the Company's presentation
and functional currency.
The presentational currency for Epsion Limited is Pounds Sterling and for
InnFin is Euro as the subsidiary is registered in Italy.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in the notes.
Basis of consolidation
The Group financial statements consolidate the financial statements of the
Company and all its subsidiaries ("the Group").
Subsidiaries include all entities over which the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee. The
existence and effect of potential voting rights that are currently exercisable
or convertible are considered when assessing whether the Group controls
another entity. Subsidiaries are consolidated from the date on which control
commences until the date that control ceases. Intra group balances and any
unrealised gains and losses on income or expenses arising from intra group
transactions, are eliminated in preparing the consolidated financial
statements.
The acquisition method of accounting is used to account for business
combinations. The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued, and liabilities incurred or assumed
at the date of exchange, and the equity interests issued. Identifiable assets
acquired, and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the acquisition
date. Acquisition related costs are expensed as incurred. Where necessary,
amounts reported by subsidiaries have been adjusted to conform with the
Group's accounting policies.
Going concern
As at the date of this report, the Group had cash or cash equivalents of circa
£687,000, which include cash of £300,000 and listed shared of £ 387,000 as
well as receivables contractually agreed over the next 12 months of circa
£1.2 million.
At the end of June 2024, the Company is due to be repaid more than £30
million pounds, when the 1AF2 Bond matures, of which £29.6m was covered by a
security package at year end. The Group's funding requirements (costs plus
current creditors, offset by fees to be earned) excluding net interest income
are not expected to exceed £1 million in the next 12 months. Any material
capex during the next 12 months will be funded by fresh capital and the
Company has always had good support from its main shareholder.
The Directors are therefore of the opinion that the Group 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.
New standards, amendments and interpretations adopted by the Group and Company
There are no IFRSs or IFRIC interpretations that are effective for the first
time for the financial year
beginning 1 January 2022 that have had a material impact on the Group.
Certain new accounting standards and interpretations have been issued but have
not been applied by
the Group in preparing these financial statements as they are not as yet
effective. These standards are
not expected to have a material impact on the Group in the current or future
periods and on foreseeable
future transactions.
4. Earnings per share
2022 2021 2020 2019
Earnings (£)
Loss used in calculating basic and diluted earnings:
Earnings/loss for the year £4,638,000 (£11,544,000) (£432,000) (£432,000)
Number of shares
Weighted average number of shares for the purposes of basic and diluted 19,290,857,985 1,479,362,244 1,069,696,174 618,720,310
earnings per share
Earnings/loss per share (pence) 0.02 (0.78) (0.04) (0.07)
The calculation of basic earnings per share of 0.02 pence is based on the
profit attributable to equity owners of the Company of £4,638,000 and on the
weighted average number of ordinary shares of 19,290,857,985 in issue during
the period.
5. Investments in subsidiaries
Company Shares in group undertakings
£'000
Cost
At 1 January 2021 -
Acquisition of Epsion Capital Limited (Note 11.1) 100
Acquisition of Innovative Finance S.r.l (Note 11.2) 3,710
At 31 December 2021 3,810
Impairments of Innovative Finance S.r.l in year (1,151)
At 31 December 2022 2,659
At 31 December 2022, the Group consisted of a parent company, Eight Capital
Partners plc, registered in England and Wales and its two wholly owned
subsidiaries.
Subsidiaries:
Epsion Capital Limited
Registered Office: 8-10 Hill Street, London, United Kingdom, W1J 5NG
Nature of business: Financial intermediation.
Class of share % Holding
Ordinary shares 100
Innovative Finance S.r.l
Registered Office: Via Turati 26 20121 Milano Italy
Nature of business: Financial Advisory
Class of share % Holding
Ordinary shares 100
6. Investments
The table below sets out the fair value measurements. Categorisation has been
determined on the basis of listed or unlisted investments as follows:
Group Unlisted Investments Listed Investments Total
£000 £000 £000
Fair value at 1 January 2,004 1,175 3,179
2021
Investment (1,701) - (1,701)
disposals
Investment in (413) - (413)
subsidiaries
Investment additions: 1AF2 - 33,620 33,620
bond
Fair value (loss) on listed 130 (9,952) (9,822)
investments
Foreign exchange (20) (109) (129)
adjustment
Fair value at 31 December - 24,734 24,734
2021
Fair value adjustment on - 2,672 2,672
investments
Foreign exchange - 1,379 1,379
adjustment
Fair value at 31 December - 28,785 28,785
2022
Gains / (losses) on investments held at fair value through profit or loss
Year end 31 December
2021
Fair value adjustment on listed - (9,952) (9,952)
investments
Realised gain on disposal of 130 - 130
investments
Net gain / (loss) on investments held at fair value through profit or loss 130 (9,952) (9,822)
Year end 31 December
2022
Fair value adjustment on listed - 2,672 2,672
investments
Fair value adjustment on unlisted (33) - (33)
investments
Net gain / (loss) on investments held at fair value through profit or loss (33) 2,672 2,639
Further Information on each investment can be found in the Chairman's
Statement.
7. Related party transactions
Administrative services
During the year, the Company was invoiced £21,400 (2021: £15,500) for
administrative services provided by Marker Management Services Ltd, a company
controlled by Martin Groak, a director of Eight Capital.
Income
During the year, the Group received income from entities connected to the
Company's Chairman, Dominic White. £580,000 was received from Zamaz Plc,
£17,699 from Bella Dispensa SRL and £22,550 from Maximum Return Systems
Ltd. No income was received from the entities in the prior period.
During the year, the Group received income from entities connected to the
Company's former Director, David Bull. During the period David Bull was a
director of the Company, the Company received £3,351 (2021: nil) from
Suppy@me Capital plc..
Related party funding
Included within current borrowing at year end was:
£582,666 shareholder loan from IWEP Ltd (2021: £367,138); and
£387,102 vendor loan in relation to the €40m IAF2 bond acquisition from
IWEP Ltd (2021: £21,012,485).
Included in non‑current borrowing at year end was:
£nil (2021: £184,910) loan from Maximum Return Systems Limited, an entity
connected to Eight Capital Partners' Chairman Dominic White;
£6,074 (2021: £127,350) loan from Concreta Srl, a shareholder in the
company; and
£290,885 (2021: £318,297) vendor loan from DB Investor in connection to the
acquisition of Innovative Finance S.r.l.
9. Post balance sheet events
On 2 February 2023 the Company announced that Luciano Maranzana had been
appointed as Group CEO (he was formerly a Non‑Executive Director), and Gemma
Godfrey was appointed as an independent Non‑executive Director.
On 3 July 2023 the Company announced that it had to revise the 2021 Financial
Statements by replacement. Commentary on the adjustments is set out in the
Chairman's statement.
On 11 August 2023, the Company announced that at a meeting of the holders of
the Company's €10,000,000 4.8% Bonds, with effect from 3 September 2023, all
4.8% Bonds, together with the interest payment due on 3 September 2023, will
be converted into new ordinary shares in ECP.
On 8 September 2023 the Company announced that, further to the announcement on
11 August 2023, application had 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 to be paid on 3
September 2023.
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