Eight Capital Ptnrs. - Posting of Rule 9 Circular & Notice of Meeting
05/07/2022 07:00
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RNS Number : 3337R Eight Capital Partners PLC 05 July 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.
5 July 2022
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Proposed debt conversions into New Ordinary Shares, Rule 9 Waiver
and Notice of General Meeting
Eight Capital Partners plc (AQSE: ECP), the financial services operating
company that aims to grow revenue through businesses engaged in "Fintech"
operations, from the digitisation of banking services, through to
blockchain-backed disruptive finance companies, announces that it has today
posted to its Shareholders a circular (the "Circular" or "Document") convening
a General Meeting ("GM") of the Company to be held at 11 a.m. on 21 July 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 €17 million of a vendor loan of €20 million
owed to IWEP Limited (the "Investor"), and €800,000 of its listed Vienna
Bonds held by the Investor into equity in ECP. (the "Investment"). In
addition, the Company has agreed that Concreta Srl and DL Ced S.r.l can, on
the same terms, convert in aggregate €1.7 million of existing debt held by
them into equity (the "Conversions").
This forms an important step in the Company'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 to existing and new investors following the Investment and
Conversions alongside additional debt to equity conversions.
A copy of the Circular is available on the Company's website:
https://www.eight.capital/investors/publications/.
The 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 Warrant and the Conversions, 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. Immediately
following the Investment, the Investor will hold in aggregate 51,179,919,885
Ordinary Shares, representing approximately 89.57 per cent. of the Enlarged
Ordinary Share Capital. The 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 on 23 June and as outlined in Section 7 in the circular,
the Investor will be issued the Investor Warrants (being 1,367,521,368
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
52,547,441,253 Ordinary Shares, representing approximately 89.82 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 Warrant 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
Warrant, 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
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 Conversions 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, 373,531,471 Existing Ordinary Shares
representing approximately 34.06 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, 841,200,644 Existing Ordinary Shares representing
approximately 53.77 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 21 July 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.
You 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 or by hand (during normal business hours only) 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 19 July 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 Warrant and the
Rule 9 Waiver, consider the terms of the Investment, the Investor Warrant, 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, Chairman info@eight.capital
David Bull, CEO
Cairn Financial Advisers LLP +44 20 7213 0880
AQSE Corporate Adviser
Jo Turner / James Lewis
Walbrook PR Limited +44 20 7933 8780
Paul Vann/Nick Rome 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.
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 £0.0003
Number of Existing Ordinary Shares in issue 1,564,315,462
Number of New Ordinary Shares being issued 55,572,222,221
Enlarged Share Capital* 57,136,537,683
Number of New Ordinary Shares as a percentage of the Enlarged Share Capital 97.26 per cent.
Gross value of the Investment and Conversions(†) €19,500,000
* 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 Conversions translated into Great British pounds is £16,666,667 using
an exchange rate of €1.17 to £1.00.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the
Investment
5 July 2022
Publication of the Document and the Form of Proxy
5 July 2022
Latest time and date for receipt of the Form of
Proxy
11:00 a.m. on 19 July
General Meeting
11:00 a.m. on 21 July
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
22 July 2022
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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