Eight Capital Ptnrs. - Fundraise Update, Issue of Equity & TVR
24/11/2022 14:05
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RNS Number : 5421H Eight Capital Partners PLC 24 November 2022
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.
24 November 2022
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Update on Fundraise: conversion of EUR 33.77 million of private and listed
debt
Eight Capital partners plc, the financial services operating company that aims
to grow revenue through businesses engaged in "Fintech" operations including
in the digital banking and lending, and, asset and wealth management
("WealthTech") sectors, is pleased to provide the following update on its up
to £10 million placing and broker option, and, debt conversion process
(together, the "Fundraise"), announced on 3 November 2022.
The Fundraise forms the next important step for ECP to progress its stated
strategy of becoming a significant Fintech operating group and increasing its
market capitalisation to more than £50 million. The Fundraise comprises three
elements: (i) a conversion option for existing bondholders ("Conversion
Option"); (ii) a broker option for existing shareholders ("Broker Option");
and (iii) a placing to institutional and professional investors ("Placing").
The Conversion Option gives existing bond and debt holders the opportunity to
convert their debt holdings into equity on the same terms as all other
investors in the capital raise. This has been well received amongst existing
bondholders and the Company has entered into conversion agreements with
existing bondholders to convert €3,850,000 of existing bonds into equity.
As stated in the Company's circular of 29 September 2022 ("Rule 9 Circular"),
IWEP Limited has completed the transfer of its shareholding and receivables in
the Company to Trumar Capital LLC ("Trumar"), a company of which Dominic White
and Susan White are the sole members, such that there has been no change in
the ultimate beneficial owner as a result of the transfer. Trumar, as the
Company's largest shareholder and debt holder, remains committed to converting
debt held by it and it will therefore convert a further €29.92 million of
debt alongside the other converting bondholders.
The total debt conversion of €33.77 million (approximately £29.2 million at
an exchange rate of €1.1547:£1) will be converted on the same terms as the
conversions set out in the Rule 9 Circular, resulting in the issue of
146,228,457,606 new ordinary shares ("Conversion Shares") at the conversion
price of 0.02 pence per share and the granting of one for one warrants, which
are exercisable at 0.05 pence per share for a period of 12 months. Following
this conversion, the balance of debt outstanding in the Company is
€7,701,810. As a result of the significant number of ordinary shares which
have been and are to be issued as a result of the debt conversions, the
Company will seek to consolidate the Company's issue share capital by way of a
capital reorganisation at the next general meeting.
The Broker option was put in place in order to offer existing ordinary
shareholders the opportunity to participate in the fund-raise on the same
terms as all other investors. Such participation is subject to each
shareholder's status. The closing date for applications under the Broker
Option was 5.00 p.m. on Monday, 21 November 2022. There has been interest from
some shareholders although there were no finalised subscriptions by the
closing date. The Broker Option has now closed.
The Placing process to institutional and high net worth investors is
underway.
The Company will update shareholders further as any equity placings and
further debt conversions are completed.
Admission, Issue of Equity and Total Voting Rights
Application will be made for the admission of the 146,228,457,606 Conversion
Shares to trading on AQSE Growth Market ("Admission") which is expected to
occur on or around 30 November 2022. The new ordinary shares will rank
pari-passu in all respects with the Company's existing issued ordinary shares.
Following the issue of the Conversion Shares and the participation by Trumar,
a company beneficially owned by Dominic White, a director, in the conversions,
Trumar will be interested in 143,486,668,446 ordinary shares, representing
88.64 per cent. of the Company's issued share capital on Admission.
Following to the issue of the Conversion Shares, the Company will have
161,873,969,648 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.
This transaction is the next important step in Eight Capital's
Transformational Growth Plan announced in September 2021. It significantly
expands the Company's balance sheet and positions it well for the
implementation of its Fintech strategy described in detail in the announcement
of 3 November 2022.
Eight Capital will now work on delivering the Placing and any further debt
conversions, while in parallel implementing the Fintech strategy.
Dominic White, a director of the Company, is also a director and the
beneficial owner of Trumar Capital LLC, ECP's main shareholder. Pursuant to
AQSE Rule 4.6, the further conversion of debt by Trumar Capital LLC, and the
resulting issue of warrants to it, constitutes a related party transaction.
For further information, please visit www.eight.capital or contact:
Eight Capital Partners plc +44 20 3300 0715
Dominic White info@eight.capital
Luciano Maranzana
Cairn Financial Advisers LLP +44 20 7213 0880
AQSE Corporate Adviser
Jo Turner / James Lewis
Walbrook PR Limited +44 20 7933 8780 / +44 7768 807631
Paul Vann/Nick Rome 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, and, asset and wealth management
("WealthTech") 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.
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