TIDMECP
RNS Number : 0928T
Eight Capital Partners PLC
22 November 2021
22 November 2021
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company"
Notice of General Meeting
Eight Capital (AQSE: ECP), the financial services operating
company, whose wholly-owned subsidiaries, Epsion Capital Limited
("Epsion") and Innovative Finance Srl ("InnFin"), source and
deliver tech, fintech and other on-trend-sector transactions, gives
notice that a general meeting of the Company's shareholders will be
held at the offices of Charles Russell Speechlys LLP, 5 Fleet
Place, London EC4M 7RD on 9 December 2021 at 11.00 a.m. ("the
General Meeting").
The formal Notice of General Meeting and accompanying letter
from the Chairman, Dominic White, are today being sent to all
shareholders and will be available on the Company's website, at
www.eight.capital
Following a review of the Company's interim results for the six
month period ended 30 June 2021, the board became aware that the
value of the Company's net assets was less than half of its
called-up share capital. Under the Companies Act 2006, this is
defined as a "serious loss of capital".
In such circumstances, the directors are required, pursuant to
section 656(1) of the Companies Act 2006, to call a general meeting
to consider whether any, and if so what, steps should be taken to
deal with the situation. Accordingly, the board is calling the
General Meeting to ensure that this matter is addressed with
shareholders as required by the Companies Act.
The situation which has resulted in this position has
principally been the result of:
-- a historic company voluntary arrangement, initiated in 2017
and concluded in 2018, which was approved by creditors and
shareholders at the time;
-- the Company, around the same time, becoming an AIM Rule 15
cash shell, whereby its main asset was cash, raised funds through
two separate share placings, both of which were completed at par.
The Company's shares were suspended on 5 June 2018 as it was unable
to execute a reverse takeover within the 6 month period set out in
the AIM Rules. The Company then moved to the AQSE Growth Market (at
the time, the NEX Growth Market) where it became an investment
vehicle. The ongoing costs of the Company as it went through this
process eroded its cash reserves, impacting the net asset to share
capital ratio; and
-- as the Company was until recently an investing company, its
two operating subsidiaries are held on the balance sheet at
investment cost, which, in the opinion of the directors, is
significantly below their realisable value.
The Directors would also like to draw shareholders' attention to
the very important recent announcement the Company made in its RNS
of 27 September 2021, where it set out the roadmap for the
Company's ambitious expansion and reorganisation plans, involving,
subject to shareholder and regulatory approval, a very significant
conversion of debt to equity and an anticipated rights issue of new
equity. This is a project that the Company expects to conclude in
the first half of 2022 and would, in the opinion of the directors,
address and resolve any shortfall of net assets.
The board always welcomes dialogue with shareholders and the
General Meeting will provide a forum for discussions on this issue
to take place. Shareholders will not be asked to vote at the
general meeting as it is a discussion forum only.
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.
Enquiries:
Eight Capital Partners plc +44 20 3808 0029
Dominic White - Executive Chairman info@eight.capital
David Bull - Chief Executive Officer
Cairn Financial Advisers LLP
AQSE Corporate Adviser
Jo Turner / James Lewis +44 20 7213 0880
Walbrook PR Limited +44 20 7933 8780
Paul Vann/Nicholas Johnson Paul.vann@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 and "crypto banks".
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,
media, telecoms and financial services sectors.
www.eight.capital
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