TIDMECP

RNS Number : 2075O

Eight Capital Partners PLC

29 September 2023

29 September 2023

EIGHT CAPITAL PARTNERS PLC

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

UNAUDITED HALF-YEARLY REPORT FOR THE SIX MONTHSED 30 JUNE 2023

Eight Capital Partners plc (AQSE: ECP), announces its unaudited half-yearly results for the half year ending 30 June 2023. Comparative figures are shown for the comparable period in the previous financial year unless otherwise stated:

Chairman's Interim Report

The Company has built on the results announced in the 2022 Annual Report and Consolidated Financial Statements and is reporting a net profit of GBP1.2m in the period (2022: GBP0.5m loss). Revenues, predominantly from project related fees, were a satisfactory GBP0.6m (2022: GBP0.05m) and although administration costs grew to GBP1.3m (2022: GBP0.4m), this was largely due to a GBP0.7m unrealised foreign exchange loss, which was offset by a GBP1.7m fair value gain on the Company's listed investments.

As noted in the 2022 Annual Report and Consolidated Financial Statements that were announced on 12 September 2023, subsequent to the balance date of these interim results, the Group has further strengthened its balance sheet. On 11 August 2023 the Company announced that a general meeting of the holders of the Company's EUR10,000,000 4.8% Bonds had approved the conversion of those bonds, together with the interest payment due on 3 September 2023, into new ordinary shares in ECP. On 8 September 2023 the Company announced that, further to the announcement on 11 August 2023, application had been made for 25,577,732,855 new ordinary shares at a price of 0.02525 pence per new ordinary share in lieu of the conversion of the Notes and accrued interest.

In September 2021 Eight Capital first announced that it would be implementing a plan to strengthen the balance sheet with the objective of moving the market cap of the business towards GBP50m. The four step strategy including debt to equity conversions outlined has been implemented and Eight Capital today has a market cap of approximately GBP49 million, with minimal third party financial debt and a recurring revenue stream of EUR1 million from interest payments.

The Company is now well placed to execute its fintech strategy:

- building fintech businesses through roll-up of other existing fintechs in the same sector (such as Neobanking and SME digital lending); and

- acquisition of and digitisation of traditional wealth and asset management businesses to create a scaled up fintech - digital asset manager.

This was confirmed in the circular dated 29 September 2022 and in the Annual Report published in August 2023, where it announced that it intended to establish a digital bank division through the acquisition of a NeoBank at the core of its digital lending strategy. SMEs continue to be under--served by the traditional financial services sector and are sometimes overlooked by larger funding institutions, or, when managed through a traditional banking process, are perceived as difficult to underwrite and therefore expensive to fund. There are significant benefits for SMEs using "fintech" systems and innovatively structured capital solutions to better access capital, either for direct investment or to assist with their working capital management. ECP's intention is to create a pan-European SME digital lending platform that would deliver faster, quicker and cheaper capital to SME clients. The team has been working intensely towards delivering this strategy and has a number of opportunities that have been developed, with strong potential for a near-term announcement.

In addition, the Company also explained that it believes there is a significant opportunity in wealth and asset management tech, through the acquisition and integration of sub-scale traditional asset managers into a larger, more efficient tech-enabled business. It now intends to establish a second division focused on this roll-up and digitisation asset management strategy, in order that it has resources to analyse two specific opportunities in the sector, for delivery in 2024. It is seeing an increasing number of wealth and asset management consolidation opportunities, that, subject to pricing and building a strong digitisation team pre-acquisition, it intends to progress in 2024.

Dominic White

Chairman

28 September 2023

This announcement contains inside information for the purposes of the UK Market Abuse Regulation.

The Directors of the Company take responsibility for this announcement.

For further information, please contact:

 
 Eight Capital Partners plc       +44 20 3300 0715 
  Dominic White, Chairman          info@eight.capital 
  Luciano Maranzana, Group CEO 
 Cairn Financial Advisers LLP 
  AQSE Corporate Adviser 
  Jo Turner / Liam Murray         +44 20 7213 0880 
 
   Walbrook PR Limited              +44 20 7933 8780 
   Paul Vann/Nick Rome              eightcapital@walbrookpr.com 
 

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 identi ed 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 re ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Eight Capital Partners plc

Consolidated Statement of Comprehensive Income

for the six months ended 30 June 2023

 
                                                                Six months ended   Six months ended     Year ended 
                                                                    30 June 2023       30 June 2022    31 December 
                                                                       Unaudited          Unaudited           2022 
                                                                         GBP'000            GBP'000        Audited 
                                                         Note                                              GBP'000 
 
 Revenue                                                                     572                 58            895 
 Cost of sales                                                               (4)                (9)            (8) 
                                                               -----------------  -----------------  ------------- 
 Gross profit                                                                568                 49            887 
 
 Other operating income                                                       51                 10             84 
 Administrative expenses                                                 (1,321)              (440)        (1,111) 
 Net change in unrealised/realised gains and losses on 
  investments at fair value through profit 
  or loss                                                                  1,724               (46)          1,488 
 Net gains on fair value through profit or loss                                -                  -          1,311 
                                                               -----------------  -----------------  ------------- 
 Operating profit /(loss)                                                  1,022              (427)          2,659 
                                                               -----------------  -----------------  ------------- 
 
 Finance income                                                              437                486            876 
 Finance expense including debt modification gain or 
  loss                                                                     (221)              (565)          1,103 
 
 Profit / (loss) before tax                                                1,238              (506)          4,638 
 
 Taxation                                                                      -                  -              - 
 
 Profit / (loss) for the period                                            1,238              (506)          4,638 
 
 Other comprehensive income                                                    -                (2)              - 
 
 Total comprehensive profit/ (loss)                                        1,238              (508)          4,638 
                                                               -----------------  -----------------  ------------- 
 
 
 Basic and diluted earnings /(loss) per share (pence):    2               0.0008             (0.03)           0.02 
 
 
 

Eight Capital Partners plc

Consolidated Statement of Financial Position at 30 June 2023

 
                                                            As at             As at          As at 
                                                               30                30    31 December 
                                                             June              June           2022 
                                                   2023 Unaudited    2022 Unaudited        Audited 
                                           Note           GBP'000           GBP'000        GBP'000 
 
 Non-current assets 
 Goodwill                                                   2,717             3,867          2,717 
 Intangible assets                                              7                11             11 
 Property, plant and equipment                                 18                17             22 
 Trade and other receivables                                    -                 -            311 
                                                                   ----------------  ------------- 
 Total non-current assets                                   2,742             3,895          3,061 
                                                                   ----------------  ------------- 
 
 Current assets 
 Investments                                3              30,457            35,362         28,785 
 Trade and other receivables                                1,138             1,349          1,062 
 Cash and cash equivalents                                     40                29             22 
                                                 ---------------- 
 Total current assets                                      31,635            36,740         29,869 
                                                 ----------------  ----------------  ------------- 
 
 Current liabilities 
 Trade and other payables                                     818               723            468 
 Loans and borrowings                                       1,016            17,593            970 
                                                 ---------------- 
 Total current liabilities                                  1,834            18,316          1,438 
                                                 ----------------  ----------------  ------------- 
 
   Non-current liabilities 
 Long term bond                                             5,948            21,340          5,807 
 Liability for contingent consideration                         -             1,305              - 
 Loans and borrowings                                           -                 -            402 
                                                 ---------------- 
 Total non-current liabilities                              5,948            22,645          6,209 
                                                 ----------------  ----------------  ------------- 
 
 Net assets                                                26,595             (326)         25,283 
                                                 ----------------  ----------------  ------------- 
 
 Capital and reserves 
 Share Capital                              4              17,484             1,453         17,484 
 Share premium account                                     18,099             2,068         18,099 
 Convertible loan notes                                        84                84             84 
 Currency translation reserve                                 (7)              (16)              - 
 Retained earnings                                        (9,065)           (3,915)       (10,384) 
                                                 ---------------- 
 Total equity                                              26,595             (326)         25,283 
                                                 ----------------  ----------------  ------------- 
 

Eight Capital Partners plc

Notes to the Half-Year Financial Statements

For the six months ended 30 June 2023

   1.   Accounting policies 

Basis of preparation

These interim financial statements have been prepared in accordance with UK-adopted international accounting standards.

The interim financial statements do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 audited annual report. The statutory financial statements for the year ended 31 December 2022 were prepared in accordance with UK-adopted international accounting standards. The auditors reported on those financial statements and their Audit Report was unqualified.

The interim financial information is unaudited, has not been reviewed by the Company's auditors and does not constitute statutory accounts as defined in the Companies Act 2006.

The interim financial information was approved and authorised for issue by the Board of Directors on

28 September 2023

Going concern

As at the date of this report, the Group had cash or cash equivalents of circa GBP545,000 , which include cash of GBP160,000 and listed shares of GBP345,000 , as well as receivables contractually agreed over the next 12 months of circa GBP1 million.

At the end of June 2024, the Company is due to be repaid more than GBP30 million pounds, when the 1AF2 Bond matures, of which GBP29.6 million was covered by a security package at year end. The Group's funding requirements (costs plus current creditors, offset by fees to be earned) excluding net interest income are not expected to exceed GBP1 million in the next 12 months. Any material capex during the next 12 months will be funded by fresh capital and the Company has always had good support from its main shareholder.

The Directors are therefore of the opinion that the Group has adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason, it continues to adopt the going concern basis in preparing the financial statements.

   2.   Profit or loss per share 
 
                                                                   Six months ended 30 June 2022          Year ended 
                                   Six months ended 30 June 2023                         GBP'000    31 December 2022 
                                                         GBP'000                                             GBP'000 
                                  ------------------------------  ------------------------------  ------------------ 
 Basic and diluted 
 Profit / (loss) for the period 
  attributable to owners of the 
  Company                                                  1,238                           (506)               4,638 
 Weighted average number of 
  shares:                                        161,873,969,648                   1,564,315,462      19,290,867,985 
 Basic earnings / (loss) per 
  share (pence):                                          0.0008                          (0.03)                0.02 
 

The basic and diluted earnings per share were determined by dividing the profit or loss attributable to the equity holders of the Company by the weighted average number of shares outstanding during the periods.

   3.   Investments 
 
                                                     Listed     Total 
                                                investments 
                                                    GBP'000   GBP'000 
                                              -------------  -------- 
 Fair value at 1 January 2022:                       24,734    24,734 
 Fair value adjustment                                2,672     2,672 
 Foreign exchange adjustments                         1,379     1,379 
                                              -------------  -------- 
 Fair value at 31 December 2022:                     28,785    28,785 
                                              -------------  -------- 
 Transfer from trade and other receivables              809       809 
 Fair value loss on listed investments                1,718     1,718 
 Foreign exchange adjustments                         (855)     (855) 
                                              -------------  -------- 
 Fair value at 30 June 2023:                         30,457    30,457 
                                              -------------  -------- 
 
   4.   Share capital 

Ordinary share capital is summarised below:

 
                                             Number of Ordinary Shares of 0.01p    Nominal value 
                                                                                         GBP'000 
                                            -----------------------------------  --------------- 
 As at 31 December 2022 and 30 June 2023                        161,873,969,648           17,484 
 

Deferred share capital is summarised below:

 
                                             Number of Deferred Shares of 0.24p    Nominal value 
                                                                                         GBP'000 
                                                                                 --------------- 
 As at 31 December 2022 and 30 June 2023                            540,166,760            1,296 
                                            -----------------------------------  --------------- 
 

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END

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