TIDMECP
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 n ew 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 EUR3.15 million of a vendor loan of EUR20 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 EUR145,000 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 GBP50 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 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
AQSE Corporate Adviser
Jo Turner / James Lewis +44 20 7213 0880
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
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
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
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 GBP 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 90.00 per
the Enlarged Share Capital cent.
Gross value of the Investment and DL Ced Conversion EUR 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 GBP1,408,120 using an exchange rate of EUR1.17 to
GBP1.00.
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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END
NEXUWRBRUOUKUAR
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