Result of Noteholders' Meeting & Accounts Update

Eight Capital Partners PLC

11 August 2023

 

11 August 2023

Eight Capital Partners plc

("ECP", "Eight Capital" or "the Company")

Result of General Meeting of Noteholders of the Company's €10,000,000 4.8% Fixed Rate Notes due 3 September 2026 (ISIN XS2027405880)

Eight Capital Partners plc (AQSE: ECP), the financial services operating company that aims to grow revenue through businesses engaged in "Fintech" operations including in the digital banking and lending sectors, is pleased to announce that, at a meeting of the holders of the Company's €10,000,000 4.8% Fixed Rate Notes due 3 September 2026 (ISIN XS2027405880) ("Notes") held yesterday in London, the Extraordinary Resolution was passed with the approval of 82% of those voting.  As a result of the passing of this resolution, with effect from 3 September 2023 (the "Implementation Date"), all Notes, together with the interest payment due on 3 September 2023, will be converted into new ordinary shares in ECP ("Conversion Shares"). The Notes account for the majority of the Company's debt and, therefore, following the issue of the Conversion Shares, outstanding debt in the Company will be significantly reduced.

The price of the Conversion Shares will be calculated by reference to the volume weighted average price (VWAP) per share of the last ten trading days before the Implementation Date. Assuming yesterday's £/€ exchange rate and share price, this would result in the issue of approximately 25.9 billion new ordinary shares, representing approximately 13.8 per cent. of the so enlarged issued share capital.

Admission of the Conversion Shares to trading on the AQSE Growth Market is expected to occur on or around 5 September 2023 and the Company will make a further detailed announcement prior to admission.

The Company also wishes to update the Market on the delayed publication of the 2022 Annual Report and Accounts ("Accounts") and the re-issuing of the 2021 Accounts. It is pleased to confirm that the FRC and ECP have agreed all the proposed revisions to both sets of Accounts and the auditors are concluding their work. The Board expects to release the results shortly, which will be followed by the lifting of the suspension and resumption in the trading of the Company's shares.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

Eight Capital Partners plc Dominic White, Chairman Luciano Maranzana, Group CEO	[e-mail]
Cairn Financial Advisers LLP AQSE Corporate Adviser Jo Turner / Liam Murray	[phone]
Walbrook PR Limited Paul Vann/Nick Rome	[phone] [phone] [e-mail]

About Eight Capital Partners:

Eight Capital partners plc is a financial services operating company that aims to grow revenue through businesses engaged in "Fintech" operations including in the digital banking and lending sectors.

ECP seeks to grow its group revenue in these high growth fintech sub-sectors, which it expects to also increase in value, such that they generate an attractive rate of return for shareholders, predominantly through capital appreciation.

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 team of senior and experienced ECM and M&A professionals is specialised across multiple markets, sectors and geographies and it prides itself on a commercial approach that allows the clients to achieve their growth ambitions. www.epsioncapital.com

Innovative Finance:

Innovative Finance is a corporate finance advisory business that develops mergers and acquisitions and financing solutions across multiple sectors, primarily in Europe, with access to international transactions. It focuses on investments in Europe which are linked to technological developments in the financial services industry. www.innovfinance.com

Forward Looking Statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe", "could", "should", "envisage'', "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. 

 

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