Eight Capital Ptnrs. - Notice of GM & Proposal to Convert Loan Notes
24/07/2023 07:00
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RNS Number : 9358G Eight Capital Partners PLC 24 July 2023
24 July 2023
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Notice of General Meeting of Noteholders
Resolution to propose conversion of €10,000,000 4.8% Notes ISIN
XS2027405880 due 3 September 2026 plus interest payment due 3 September 2023
into New Ordinary Shares in ECP
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, advises
shareholders that, as part of its proactive balance sheet re-organisation, it
has distributed a consent solicitation memorandum ("the Memorandum") to all
holders of the Company's €10,000,000 4.8% notes with reference
ISIN XS2027405880 due to mature on 3 September 2026 ("the Notes").
The Memorandum asks Noteholders to consider, and if thought fit, approve the
conversion of all Notes into new ordinary shares in ECP with effect from 3
September 2023 (the "Implementation Date"), and, that the Note interest
payment, due 3 September 2023, also be settled by the issue of new ordinary
shares (together "the Proposal"). If the Proposal is approved, the final
interest payment made under the Notes will be on 3 September 2023 and it will
be settled in the Company's ordinary shares.
General Meeting
ECP is seeking approval for the Proposal by way of an Extraordinary Resolution
to be proposed at a general meeting of Noteholders ("the Meeting"). A notice
convening the Meeting, to be held at 11.00am on Thursday, 10 August 2023 at 50
Sloane Avenue, London SW3 3DD has been distributed in accordance with the
conditions governing the issuing of the Notes.
Background to and Reasons for the Proposal
The Company has a total of €10,000,000 outstanding 4.8% Notes due 3
September 2026, with ISIN XS2027405880 comprising two issues, of which
€5,000,000 were issued on 26 July 2019 and €5,000,000 on 20 May 2022.
In the Notes' agreement, ECP envisaged that Noteholders could be given the
opportunity to convert their Notes into equity. Firstly, this would give
them exposure to the growth potential of the business as its strategy develops
on the back of the recent strengthening of the Company's balance sheet.
Secondly, bond market conditions have changed such that the fixed interest
coupon paid by the Notes is less aligned with current market expectations.
The Directors therefore believe that this is an opportune moment for
Noteholders to be given the opportunity to convert their Notes into the
Company's shares. The conversion price will be calculated by reference to
Volume Weighted Average Price (VWAP) per share of the last ten trading days
before the Implementation Date. Assuming today's £/€ exchange rate and
share price, approval of the Proposal would result in the issue of
approximately 18.4 billion new Ordinary shares, representing approximately
10.2 per cent. of the so enlarged issued share capital.
A further announcement on the result of the General Meeting of Noteholders
will be made in due course.
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 +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 +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.
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