Eight Capital Ptnrs. - Posting of Rule 9 Circular & Notice of GM
29/09/2022 07:00
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RNS Number : 0693B Eight Capital Partners PLC 29 September 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.
29 September 2022
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Strategy update: Proposed debt conversions into new Ordinary Shares, Rule 9
Waiver
&
Notice of General Meeting
Further to its announcement of 12 July 2022, Eight Capital Partners plc (AQSE:
ECP) has concluded discussions with The Panel on Takeovers and Mergers in
respect of the required disclosures in the previously released circular dated
5 July 2022. As a result, the Company announces that it has today posted to
its Shareholders a revised circular (the "Circular" or "Document") convening a
General Meeting ("GM") of the Company to be held at 11 a.m. on 17 October 2022
at 50 Sloane Avenue, London SW3 3DD to seek Independent Shareholder approval
of a waiver of obligations under Rule 9 of the City Code on Takeovers and
Mergers for the conversion of €3.15 million of a vendor loan of €20
million owed to IWEP Limited (the Investor) into equity in ECP (the
"Investment"). In addition, the Company has agreed that DL Ced S.r.l can, on
the same terms, convert €145,000 of existing debt held by it into equity
(the "DL Ced Conversion").
This forms an important step in ECP's previously announced strategy to grow
the market capitalisation of the Company towards and beyond £50 million. The
Company has also previously stated that it may seek to undertake an equity
fundraise from existing and new investors following the Investment and DL Ced
Conversion, alongside further debt to equity conversions.
A copy of the Circular is available on the Company's website:
https://www.eight.capital/investors/publications/.
The Company's Independent Directors urge Shareholders to read the Circular
carefully when it becomes available because it will contain important
information in relation to the Investment, the Investor Warrants and the DL
Ced Conversion, and to take appropriate advice. Any vote in respect of
Resolutions should be made only on the basis of the information contained in
the Circular.
Capitalised and defined terms used in this announcement have the meanings
given to them in the Circular.
Important Information on the Rule 9 Waiver
The Investor currently holds 467,669,173 Existing Ordinary Shares representing
approximately 29.9 per cent. of the Ordinary Share capital as at the date of
this announcement. Immediately following the Investment, the Investor will
hold in aggregate 13,929,207,634 Ordinary Shares, representing approximately
89.03 per cent. of the Enlarged Ordinary Share Capital. The Investor's
Investment for New Ordinary Shares would, without the Waiver, oblige the
Investor to make a general offer to Shareholders under Rule 9 of the Takeover
Code.
Additionally, following the passing of the resolutions at the Vienna Bonds
bondholder meeting held on 23 June 2022, and as outlined in Section 7 of the
Circular, the Investor will be issued the Investor Warrants (comprising
1,367,521,367 Warrants). As a result, following the Investment and should the
Investor Warrants be the only convertible instrument exercised and there be no
other issues of Ordinary Shares, then the Investor would hold, in aggregate
15,296,729,001 Ordinary Shares, representing approximately 89.91 per cent. of
the Further Enlarged Share Capital.
Whether or not the Rule 9 Waiver is approved, the Investor will not be
restricted from making an offer for the Company.
The Investor's shareholding in the Company following the Investment is set out
in Part II of the Document.
The Company has applied to the Panel for the Waiver in order to permit the
Investment and the exercise of the Investor Warrants without triggering an
obligation on the part of the Investor to make a general offer to
Shareholders.
The Panel has agreed, subject to the Rule 9 Waiver Resolution being passed on
a poll of Independent Shareholders, to waive the requirement which might
otherwise arise as a result of the Investment and the exercise of the Investor
Warrants, for the Investor to make a general offer to all Shareholders.
Accordingly, Shareholders should be aware that, following completion of the
Investment, the Investor will hold more than 50 per cent. of the Company's
voting share capital, and will be able to increase its holdings in the Company
(including through further conversions of the Receivables into new ordinary
shares) without incurring an obligation under Rule 9 to make a mandatory offer
to the other Shareholders.
Under the AQSE Growth Market Access Rulebook, IWEP is classified as a related
party of the Company due to sharing a common director and shareholder, Dominic
White and, therefore, the Investment constitutes a related party transaction
pursuant to Rule 4.6 of the AQSE Growth Market Access Rulebook.
General Meeting
The Resolutions to be proposed at the General Meeting are (i) an ordinary
resolution to approve the Rule 9 Waiver, which will be taken on a poll and in
respect of which only Independent Shareholders will be entitled to vote and
(ii) ordinary and special resolutions in relation to the issue of Ordinary
Shares on a pre-emptive basis pursuant to the DL Ced Conversion and the
Investment.
Irrevocable undertakings
The Company has received irrevocable undertakings from certain Independent
Shareholders to vote in favour of the Rule 9 Waiver Resolution at the General
Meeting in respect of, in aggregate, 333,531,471 Existing Ordinary Shares
representing approximately 30.41 per cent. of the Ordinary Shares held by
Independent Shareholders entitled to vote on the Rule 9 Waiver Resolution.
IWEP, which has given an irrevocable undertaking in respect of Resolutions 2
and 3 is not able to vote on the Rule 9 Waiver Resolution.
As a result, the Company has received irrevocable undertakings from
Shareholders in favour of Resolutions 2 and 3 at the General Meeting in
respect of, in aggregate, 801,200,644 Existing Ordinary Shares representing
approximately 51.22 per cent. of the Ordinary Shares in issue.
Further details of the irrevocable undertakings are set out in the Document.
Action to be taken
The Notice of General Meeting to be held at 11:00 a.m. on 17 October 2022, is
set out at the end of the Document. A Form of Proxy for use by Shareholders in
connection with the General Meeting is also enclosed with the Document.
Shareholders are requested to complete the Form of Proxy in accordance with
the instructions printed on it and to return it to the Company's registrars,
by post to SLC Registrars, P.O. Box 5222, Lancing, BN99 9FG, United Kingdom,
or by email to proxy@slcregistrars.com (mailto:office@slcregistrars.com) as
soon as possible, and in any event so as to arrive no later than 11:00 a.m. on
13 October 2022. Please note, emailed Forms of Proxy must be in either .jpg
or .pdf format.
Recommendation
In light of his interest in IWEP and the proposed Investment, Dominic White,
Chairman of Eight Capital, has not participated in the appraisal by the Board
of the Investment. The Company has constituted a committee comprised of the
Independent Directors for the purpose of evaluating and providing the
recommendation to Independent Shareholders.
The Independent Directors, having been so advised by Cairn Financial Advisers
LLP as to the financial terms of the Investment, the Investor Warrants and the
Rule 9 Waiver, consider the terms of the Investment, the Investor Warrants,
the Rule 9 Waiver and the Rule 9 Waiver Resolution in the Notice of General
Meeting to be fair and reasonable and in the best interests of the Independent
Shareholders and the Company as a whole. In providing its advice to the
Independent Directors, Cairn has taken into account the Independent Directors'
commercial assessments.
Accordingly, the Independent Directors unanimously recommend that Independent
Shareholders vote in favour of the Rule 9 Waiver Resolution, and that all
Shareholders vote in favour of the other resolutions, as the Independent
Directors intend to do in respect of their own beneficial shareholdings, which
amount, in aggregate, to 60,143,000 Ordinary Shares, representing
approximately 3.84 per cent. of the Existing Ordinary Shares and 5.48 per
cent. of the Ordinary Shares held by Independent Shareholders.
The Directors of the Company are responsible for the release of this
announcement.
Enquiries:
Eight Capital Partners plc +44 20 3808 0029
Dominic White / Luciano Maranzana info@eight.capital
Cairn Financial Advisers LLP +44 20 7213 0880
AQSE Corporate Adviser
Jo Turner / James Lewis
Walbrook PR Limited +44 20 7933 8780
Paul Vann / Joe Walker eightcapital@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.
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, and fintech sectors.
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 company is
specialised in ECM, DCM, structured investment facilities, and M&A across
multiple markets, sectors and geographies. It prides itself on a commercial
approach that enables its clients to achieve their growth ambitions.
www.epsioncapital.com (http://www.epsioncapital.com/)
Innovative Finance:
Innovative Finance is a corporate finance advisory business that sources and
develops mergers and acquisitions and financing solutions across multiple
sectors, primarily in Europe, with access to international transactions. It is
currently working on transactions in North America and Europe which are linked
to technological developments in the financial services industry, e-commerce
and cannabis. www.innovfinance.com (http://www.innovfinance.com)
IMPORTANT NOTICES
Cautionary note regarding forward-looking statements
This announcement contains certain statements about Eight Capital and certain
of its current plans, goals and expectations relating to its future financial
condition and performance and which involve a number of risks and
uncertainties. The Company cautions readers that no forward-looking statements
are a guarantee of future performance and that actual results could differ
materially from those contained in such forward-looking statements. All
statements, other than statements of historical facts, included in this
announcement preceded or followed by, or that include, the words ''targets'',
''plans'', ''believes'', ''expects'', ''aims'', ''intends'', ''will'',
''may'', ''should'', ''anticipates'', ''estimates'', ''projects'' or words or
terms of similar substance or the negative thereof, are or may be
forward-looking statements. Forward-looking statements also include statements
relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the operations of Eight
Capital. These forward-looking statements are not guarantees of future
performance and have not been reviewed by the auditors of Eight Capital, or
any other adviser. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors (a number of which are
beyond the Company's control) which may cause the actual results, performance
or achievements of any such person, or industry results, to be materially
different from any results, performance or achievements expressed or implied
by such forward-looking statements. These forward-looking statements are based
on assumptions regarding the present and future business strategies of Eight
Capital and the environment in which it will operate in the future.
Shareholders should not place undue reliance on such forward-looking
statements and, save as is required by law or regulation (including to meet
the requirements of the AQSE Rules, the Disclosure Guidance and Transparency
Rules and/or the Prospectus Regulation Rules), Eight Capital does not
undertake any obligation to update publicly or revise any forward-looking
statements (including to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based). All subsequent oral or written forward-looking statements
attributed to Eight Capital or any persons acting on its behalf are expressly
qualified in their entirety by the cautionary statement above. All
forward-looking statements contained in this announcement are based on
information available to the Directors of Eight Capital as at the date of this
announcement, unless some other time is specified in relation to them, and the
posting or receipt of this announcement shall not give rise to any implication
that there has been no change in the facts set forth herein since such date.
APPENDIX I
INVESTMENT STATISTICS
Subscription Price per New Ordinary Share £0.0002
Number of Existing Ordinary Shares in issue 1,564,315,462
Number of New Ordinary Shares being issued 14,081,196,580
Enlarged Share Capital* 15,645,512,042
Number of New Ordinary Shares as a percentage of the Enlarged Share Capital 90.00 per cent.
Gross value of the Investment and DL Ced Conversion(†) €3,295,000
* Assumes no further issuances of Ordinary Shares other than as outlined in
the Document and excluding the exercise of any Warrants.
† For the convenience of the reader, the gross proceeds of the Investment
and the DL Ced Conversion translated into Great British pounds is £1,408,120
using an exchange rate of €1.17 to £1.00.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Publication of the Document and the Form of Proxy
28 September
Announcement of the Investment
29 September
Latest time and date for receipt of the Form of Proxy
11:00 a.m. on 13 October
General Meeting
11:00 a.m. on 17 October
Result of General Meeting announced via RIS
following conclusion of General Meeting
Expected date for Admission and commencement of dealings in
New Ordinary Shares on AQSE
18 October
Notes:
(1) References to times in the Document are to British Summer Time
(unless otherwise stated).
(2) The dates and timing of the events in the above timetable and in the
rest of the Document are indicative only and may be subject to change.
(3) If any of the above times or dates should change, the revised times
and/or dates will be notified by an announcement through an RIS.
(4) The Company's LEI code is 213800U1F5CGRZJ47X73 and ISIN code is
GB00BYT56612
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