Capital Reorganisation and Bond Conversion

Eight Capital Partners PLC

23 January 2025

 

23 January 2025

Eight Capital Partners plc

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

Capital Reorganisation and Bond Conversion

Eight Capital Partners plc (AQSE: ECP), the technology focused operating company that aims to build shareholder value predominantly through the growth of businesses engaged in fintech banking and asset management as well as other technology sectors, announces a proposed capital reorganisation by way of a share consolidation, as set out below (together, the "Capital Reorganisation"), and the conversion of the remaining 4.8% Bond into equity in the Company (the "Bond Conversion").

Capital Reorganisation

At the Annual General Meeting of the Company held on 6 November 2024, shareholders authorised the Company to initiate a Capital Reorganisation in order to reduce the number of shares in issue and simplify the capital structure. The Directors of the Company have commenced the Capital Reorganisation which is set to take effect 30 January 2025 and will be completed by way of:

(i)            Rounding Share Capital: The issue of 1,497 new ordinary shares ("Rounding Shares"), resulting in an issued ordinary share capital of 187,451,704,000 ordinary shares; and

(ii)           Share Consolidation: consolidate every 4,000 Existing Ordinary Shares with nominal value £0.0001 each, into one ordinary share with nominal value of £0.40 each (the "New Ordinary Shares")

The effects of the Capital Reorganisation, following the issue of the Rounding Shares will be to consolidate the number of shares in issue from 187,451,704,000 to 46,862,926 ordinary shares of nominal value £0.40 (40 pence) each will, increase the Company's share price by a factor of 4,000. Based on a closing share price of £0.00028 on 21 January 2025, the indicative new share price of each share is £1.12. The table below illustrates the effect of the Capital Reorganisation.

	Value	Nominal
Share Capital (as at close 21 January 2025)		£
Market Capitalisation	£52,486,477
Share Price	£0.00028	£0.0001
Issued Share Capital	187,451,702,503	£0.0001
Consolidation
Consolidation Ratio	4000:1
New shares to be issued to facilitate Consolidation	1,497
Adjusted Issued Share Capital	187,451,704,000	£0.0001
Number of New Ordinary Shares post Consolidation	46,862,926	£0.40
Share Price
Share Price (as at close 21 January 2025)	£0.00028	£0.0001
Indicative New Share Price	£1.12	£0.40
Proposed Issued Share Capital	46,862,926	£0.40

The rights attached to the New Ordinary Shares remain the same as the Existing Ordinary Shares.

The details relating to the New Ordinary Shares are set out below:

	Old	New
LEI	213800U1F5CGRZJ47X73	213800U1F5CGRZJ47X73
ISIN	GB00BYT56612	GB00BQD3MB22
SEDOL	BYT5661	BQD3MB2

The Capital Reorganisation will result in the creation of fractional entitlements to the New Ordinary Shares, where any existing shareholding is not precisely divisible by 4,000. Share certificates will not be issued for fractional entitlements to New Ordinary Shares and pursuant to the Companies Act, fractional entitlements will be aggregated and sold for the benefit of the Company. Shareholders with a shareholding of less than 4,000 Existing Ordinary Shares will not be entitled to any Consolidated Shares and Shareholders with a holding in excess of 4,000 Existing Ordinary Shares, but which is not exactly divisible by 4,000 will have their holding in the Consolidated Shares rounded down to the nearest whole number. For example, a Shareholder holding 4,020 Existing Ordinary Shares would receive 1 Consolidated Share with his fractional entitlement of 20 Existing Ordinary Shares being aggregated with fractional entitlements from other Shareholders and sold in the marketplace with the proceeds being retained by the Company.

4.8% Bond Conversion

Contemporaneously with the Capital Reorganisation, the Company has agreed to convert a total of €1.08m 4.8% Bonds due 3 September 2026 (ISIN: XS2027405880) into 810,325 ordinary shares of £0.40 each ("Bond Shares") at the indicated post-Capital Reorganisation share price of £1.12 each. As a result of the Bond Conversion, the Company will have no further bonds outstanding. The Bond Conversion will reduce the Company's outstanding debt by approximately £0.91m (€1.08m), strengthening the Company's balance sheet and allowing greater financial flexibility to support planned future growth initiatives.

Proposed Timeline of Principal Events

The expected timetable for the capital reorganisation is set out below:

	On or around:
Record date for the consolidation of the Existing Ordinary Shares	6:00 p.m. on 29 January 2025
Admission of the New Ordinary Shares and Bond Shares	8:00 a.m. on 30 January 2025
CREST accounts credited with the New Ordinary Shares	Shortly after 8:00 a.m. on 30 January 2025
Dispatch of definitive share certificates in respect of the New Ordinary Shares and Bond Shares	No later than 13 February 2025

Admission and Total Voting Rights

Application has been made for the Bond Shares to be admitted to trading on the Aquis Stock Exchange Growth Market on or around 30 January 2025 ("Admission") and will rank pari passu with the ordinary shares of the Company in issue. Admission will take place immediately after the completion of the Capital Reorganisation.

Following Admission, the Company's issued share capital will be 47,673,251 ordinary shares of £0.40 each, with each share carrying the right to one vote, therefore the total number of voting rights in the Company will be 47,673,251. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

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.

For further information, please visit www.eight.capital or contact:

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]

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 one subsidiary business:

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

 

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