TIDMECP
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 Investor Warrants
and the DL Ced Conversion 98% 2%
---- --------
Resolution 3: To disapply
pre-emption rights in relation
to the Investment, the Investor
Warrants and the DL Ced Conversion** 98% 2%
---- --------
** 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
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.
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END
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October 17, 2022 12:09 ET (16:09 GMT)
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