Eight Capital Ptnrs. - Result of General Meeting
17/10/2022 17:09
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221017:nRSQ1634Da&default-theme=true
RNS Number : 1634D Eight Capital Partners PLC 17 October 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.
17 October 2022
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Result of General Meeting
Further to its announcement of 29 September 2022, Eight Capital Partners plc
(AQSE: ECP) is pleased to announce that at the Company's General Meeting held
earlier today, all resolutions were passed, including the Rule 9 Waiver
Resolution.
The General Meeting poll results were overwhelmingly in favour, No votes were
withheld. Percentages voting for and against were as follows:
For Against
Resolution 1: To approve the Rule 9 Waiver‡ 98% 2%
Resolution 2: To allot Ordinary Shares in relation to the Investment, the 98% 2%
Investor Warrants and the DL Ced Conversion
Resolution 3: To disapply pre-emption rights in relation to the Investment, 98% 2%
the Investor Warrants and the DL Ced Conversion**
** Special resolution
‡ Only independent shareholders were entitled to vote on this resolution
Update on irrevocable undertakings
The Document stated that ECP had received irrevocable undertakings from
certain Independent Shareholders to vote (or to procure the vote) in favour of
the Resolutions, including those received from DL Ced in respect of
155,388,471 Existing Ordinary Shares (the "Irrevocable Undertaking"),
representing approximately 9.93 per cent. of ECP's Existing Ordinary Shares.
In accordance with Rule 2.10(c) of the Code, ECP announces that DL Ced had not
voted (or procured the vote) in favour of the Resolutions in accordance with
the terms of its Irrevocable Undertaking. As a result, 155,388,471 Existing
Ordinary Shares in respect of which the Irrevocable Undertaking applied,
representing, approximately, 9.93 per cent. of the Existing Ordinary Shares,
were not voted at the General Meeting.
However, DL Ced has confirmed to ECP that this failure to vote in favour was
not as a result of a change in voting intention, rather it was purely a
technical issue that meant that its ECP Shares were unable to be voted within
the appropriate timeframe.
Admission & Total Voting Rights
Accordingly, application has been made for the admission of 14,081,196,580 new
ordinary shares ("New Ordinary Shares") to trading on AQSE Growth Market and
it is expected that this will occur on or around 18 October 2022
("Admission"). The New Ordinary Shares will rank pari passu in all respects
with the Company's existing issued ordinary shares.
Subsequent to the issue of New Ordinary Shares, the Company will have
15,645,512,042 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.
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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END NEXBLBDGLGBDGDR