Eight Capital Ptnrs. - Notice of General Meeting
22/11/2021 07:00
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RNS Number : 0928T Eight Capital Partners PLC 22 November 2021
22 November 2021
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company"
Notice of General Meeting
Eight Capital (AQSE: ECP), the financial services operating company, whose
wholly-owned subsidiaries, Epsion Capital Limited ("Epsion") and Innovative
Finance Srl ("InnFin"), source and deliver tech, fintech and other
on-trend-sector transactions, gives notice that a general meeting of the
Company's shareholders will be held at the offices of Charles Russell
Speechlys LLP, 5 Fleet Place, London EC4M 7RD on 9 December 2021 at 11.00 a.m.
("the General Meeting").
The formal Notice of General Meeting and accompanying letter from the
Chairman, Dominic White, are today being sent to all shareholders and will be
available on the Company's website, at www.eight.capital
(http://www.eight.capital)
Following a review of the Company's interim results for the six month period
ended 30 June 2021, the board became aware that the value of the Company's net
assets was less than half of its called-up share capital. Under the
Companies Act 2006, this is defined as a "serious loss of capital".
In such circumstances, the directors are required, pursuant to section 656(1)
of the Companies Act 2006, to call a general meeting to consider whether any,
and if so what, steps should be taken to deal with the situation. Accordingly,
the board is calling the General Meeting to ensure that this matter is
addressed with shareholders as required by the Companies Act.
The situation which has resulted in this position has principally been the
result of:
· a historic company voluntary arrangement, initiated in 2017 and
concluded in 2018, which was approved by creditors and shareholders at the
time;
· the Company, around the same time, becoming an AIM Rule 15 cash
shell, whereby its main asset was cash, raised funds through two separate
share placings, both of which were completed at par. The Company's shares were
suspended on 5 June 2018 as it was unable to execute a reverse takeover within
the 6 month period set out in the AIM Rules. The Company then moved to the
AQSE Growth Market (at the time, the NEX Growth Market) where it became an
investment vehicle. The ongoing costs of the Company as it went through this
process eroded its cash reserves, impacting the net asset to share capital
ratio; and
· as the Company was until recently an investing company, its two
operating subsidiaries are held on the balance sheet at investment cost,
which, in the opinion of the directors, is significantly below their
realisable value.
The Directors would also like to draw shareholders' attention to the very
important recent announcement the Company made in its RNS of 27 September
2021, where it set out the roadmap for the Company's ambitious expansion and
reorganisation plans, involving, subject to shareholder and regulatory
approval, a very significant conversion of debt to equity and an anticipated
rights issue of new equity. This is a project that the Company expects to
conclude in the first half of 2022 and would, in the opinion of the directors,
address and resolve any shortfall of net assets.
The board always welcomes dialogue with shareholders and the General Meeting
will provide a forum for discussions on this issue to take place. Shareholders
will not be asked to vote at the general meeting as it is a discussion forum
only.
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.
Enquiries:
Eight Capital Partners plc +44 20 3808 0029
Dominic White - Executive Chairman info@eight.capital
David Bull - Chief Executive Officer
Cairn Financial Advisers LLP +44 20 7213 0880
AQSE Corporate Adviser
Jo Turner / James Lewis
Walbrook PR Limited +44 20 7933 8780
Paul Vann/Nicholas Johnson Paul.vann@walbrookpr.com
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 and "crypto banks".
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, media, telecoms and financial
services sectors. www.eight.capital (http://www.eight.capital)
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