TIDMECP
RNS Number : 9358G
Eight Capital Partners PLC
24 July 2023
24 July 2023
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Notice of General Meeting of Noteholders
Resolution to propose conversion of EUR10,000,000 4.8% Notes
ISIN XS2027405880 due 3 September 2026 plus interest payment due 3
September 2023 into New Ordinary Shares in ECP
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, advises shareholders that, as part of its
proactive balance sheet re-organisation, it has distributed a
consent solicitation memorandum ("the Memorandum") to all holders
of the Company's EUR10,000,000 4.8% notes with
reference ISIN XS2027405880 due to mature on 3 September 2026 ("the Notes").
The Memorandum asks Noteholders to consider, and if thought fit,
approve the conversion of all Notes into new ordinary shares in ECP
with effect from 3 September 2023 (the "Implementation Date"), and,
that the Note interest payment, due 3 September 2023, also be
settled by the issue of new ordinary shares (together "the
Proposal"). If the Proposal is approved, the final interest payment
made under the Notes will be on 3 September 2023 and it will be
settled in the Company's ordinary shares.
General Meeting
ECP is seeking approval for the Proposal by way of an
Extraordinary Resolution to be proposed at a general meeting of
Noteholders ("the Meeting"). A notice convening the Meeting, to be
held at 11.00am on Thursday, 10 August 2023 at 50 Sloane Avenue,
London SW3 3DD has been distributed in accordance with the
conditions governing the issuing of the Notes.
Background to and Reasons for the Proposal
The Company has a total of EUR10,000,000 outstanding 4.8% Notes
due 3 September 2026, with ISIN XS2027405880 comprising two issues,
of which EUR5,000,000 were issued on 26 July 2019 and EUR5,000,000
on 20 May 2022.
In the Notes' agreement, ECP envisaged that Noteholders could be
given the opportunity to convert their Notes into equity. Firstly,
this would give them exposure to the growth potential of the
business as its strategy develops on the back of the recent
strengthening of the Company's balance sheet. Secondly, bond market
conditions have changed such that the fixed interest coupon paid by
the Notes is less aligned with current market expectations. The
Directors therefore believe that this is an opportune moment for
Noteholders to be given the opportunity to convert their Notes into
the Company's shares. The conversion price will be calculated by
reference to Volume Weighted Average Price (VWAP) per share of the
last ten trading days before the Implementation Date. Assuming
today's GBP/EUR exchange rate and share price, approval of the
Proposal would result in the issue of approximately 18.4 billion
new Ordinary shares, representing approximately 10.2 per cent. of
the so enlarged issued share capital.
A further announcement on the result of the General Meeting of
Noteholders will be made in due course.
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 +44 20 3808 0029
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 +44 7768 807631
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.
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END
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