TIDMECP
RNS Number : 0847M
Eight Capital Partners PLC
12 September 2023
EIGHT CAPITAL PARTNERS PLC
("Eight Capital", "ECP" or "the Company")
Annual Report and Financial Statements
For the year ended 31 December 2022
Eight Capital (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 its final results for the year
ended 31 December 2022. An extract from the Company's audited
report and accounts can be found below. The complete annual report
and accounts will shortly be available from the Company's website
and will be sent to all shareholders.
A separate announcement providing details of the 2023 Annual
General Meeting will be made in the next days.
Following publication of these results, the Company's shares
will be restored to trading on the AQSE Growth Market shortly.
The Directors of the Company accept responsibility for the
content of this announcement.
For further information, please visit www.eight.capital or
contact:
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 Paul.vann@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
Chairman's Statement
Dear Shareholder,
I am pleased to report on the Company's financial results for
the year ended 31 December 2022 and on a number of far reaching
corporate developments that have occurred during the year and since
year end.
2022 Results
Through its two subsidiaries, the Group recorded revenues for
the year under review of GBP895,000 (2021: GBP444,000) with a gross
margin of over 98% (2021: 70%). This income was further
supplemented by Eight Capital Partners Plc ("ECP") itself providing
management services to certain investees and thereby recovering
GBP84,000 (2021: GBP128,000) of overhead costs. Interest income
less expense was a net surplus of GBP1,979,000 (2021: loss
GBP1,733,000). The net movement in fair value of both realised and
unrealised gains and losses on investments at fair value (explained
further below) was a gain of GBP2,799,000 (2021: GBP9,522,000
loss). Overheads increased to GBP1,111,000 from GBP734,000 in 2021;
and the Group result for the year was a profit before taxation of
GBP4,638,000 (2021: loss before tax of GBP11,544,000). The
significant swings in the trading for the year are primarily due to
the partial reversal of the IFRS fair value adjustments made in the
prior year and it should also be noted that 2021 only represented
six months of trading at a consolidated level.
Rule 9 Waiver process ("Whitewash") and Conversion into equity
of EUR 33.77 million of private and listed debt
In the last quarter of the year the Group took significant steps
to strengthen its balance sheet. On 17 October 2022, the Group
announced that shareholders had approved a Rule 9 Waiver to allow
the major shareholder IWEP Ltd to convert EUR3.15 million of a
vendor loan of EUR20 million owed to it without having to make a
formal offer to acquire the Company.
On 24 November 2022 the Group announced that it had successfully
entered into conversion agreements with existing bondholders to
convert EUR3.85 million of existing bonds into equity. In addition
at the same time it was announced that IWEP Ltd had completed the
transfer of its shareholding and receivables in the Company to
Trumar Capital LLC ("Trumar"), a company with the same beneficial
owner. Trumar, as the Company's largest shareholder and debt
holder, converted a further EUR29.92 million of debt alongside the
other converting bondholders. The Company remains involved in a
placing process to institutional and high net worth investors and
will update shareholders further as any equity placings and further
debt conversions are completed.
The successful Whitewash and debt to equity conversion represent
major progress in the Group's stated strategy of growing the
Company's market capitalisation towards and beyond GBP50
million.
Subsidiary activities
Epsion Capital Ltd ("Epsion"), our wholly owned UK Corporate
Finance subsidiary, primarily advised on the Initial Public
Offering and related transactions for Zamaz Plc in September 2022,
generating GBP440,000 intra group revenue and GBP265,000 external
revenue. Innovative Finance S.r.l ("InnFin") our wholly owned
Italian Corporate Finance subsidiary also generated fees totalling
circa GBP763,000 in relation to the Zamaz transaction, of which
circa GBP630,000 was to external clients.
Eight Capital: update on prior year's investments
ECP's investment portfolio now and as at 31 December 2022 is
comprised exclusively of quoted companies.
1AF2 Bond
During the prior year, the Company invested EUR40 million into a
bond held with 1AF2, yielding 2.5% per annum. One of the main
adjustments made in the prior year's replacement accounts was to
undertake a discounted cashflow ("DCF") valuation of the 1AF2 bond.
The result of the DCF in the prior year was a fair value adjustment
loss of EUR9.8m. In the current year, the same exercise has been
carried out which has partially reversed the prior year fair value
loss. In the current year, the same DCF methodology has valued the
bond at EUR31.6m, a fair value gain of EUR3.4m. The Company's share
of the underlying security package relating to the 1AF2 bond
exceeds that value, supporting the Board's fair value assessment of
the bond which is repayable on 30 June 2024.
Supply@ME Capital Plc ("SYME): Inventory securitisation
SYME is an inventory monetisation business based on a novel
asset securitisation concept, enabled by an innovative software
platform. SYME is listed on the Standard List of the London Stock
Exchange. SYME's share price has not performed well in the year and
ECP's GBP38,000 investment at 31 December 2021 at a share price of
GBP0.0017 has seen a drop to GBP0.00083 at the year end, with a
total fall in value of over GBP18,000 in the year. Although the
share price reduction has been a source of concern, the Board
recognises that the concept and possibilities for SYME were, and
still are, interesting once a critical mass of investment capital
to support securitisations can be delivered by SYME's
management.
Evrima Plc ("EVA"): Mining and exploration investment
Evrima is now a mining and associated exploration investment
company which is non core to the Company. The investment in 2018
was made with the intention, in agreement with Evrima's management,
of repurposing and funding the vehicle for investment in other
sectors. This did not proceed and Evrima now focuses on its
original investment mandate. The Company's investment was
approximately GBP131,000 at 31 December 2021 and is currently
GBP119,000, based on its quote on AQSE Growth Market. We intend to
dispose of this investment in due course.
MaxRets Ventures Formerly Greencare Capital Plc ("GRE")
Investment in technology sectors, comprising life sciences,
fintech businesses and assets that use fintech, impact investing
(environmental and renewables) and retail.
At 31 December 2021 the shares were trading at 30.5p and were
valued at GBP780,000. As at this year end the share price had
dropped to 25.0p, recognising a GBP140,000 fair value loss in the
year and a closing valuation of GBP640,000. The original investment
was GBP280,000 and the average price paid per share was 10.94p,
therefore the investment performance remains positive.
Fair value adjustment on contingent liability
The terms of the acquisition of InnFin included an earn out
formula contingent upon the attainment of certain levels of
profitability in future years, creating a contingent liability
towards the vendor at the date of acquisition in May 2022. The fair
valuing of this liability at 31 December 2022 has resulted in a
positive adjustment in the income statement of GBP1,311,000.
Changes in Management Team
During the year under review, the Group has seen a number of
changes to its Senior team. In August 2022 David Bull stepped down
after a 14 month period where he led the transformation of the
Group into an operating business.
Following David's departure Luciano Maranzana joined the board
of Eight Capital in August 2022 as a Non executive Director having
become Managing Director of Innovative Finance in July 2022. Mr.
Maranzana, was subsequently appointed Group CEO in January
2023.
Mr Maranzana has enjoyed a successful professional career
spanning nearly 30 years, primarily in asset management. He was
previously Managing Director, Italy and Spain for UK investment
group Hammerson plc and Managing Director of Valore Reale Sgr Spa,
a closed end fund management company, where under his leadership,
the company grew from 5 to over 30 employees with combined assets
under management of more than EUR1.8 billion.
Also post year end, in January 2023, Gemma Godfrey was appointed
to the board as an independent Non Executive Director. Ms Godfrey
is an experienced non executive director and independent
consultant, having founded two digital businesses. As a former
founder and CEO of an FCA regulated digital investing business that
was acquired by a global insurer, she went on to launch a digital
media service on behalf of News UK.
Reissue of 2021 results
Further to a review of the Group's results for the year ended
31.12.2021 by the Financial Reporting Council (FRC), the Board has
recognised that certain balance sheet items needed to be re
classified and or further explained. At the time, working closely
with its advisors and auditor, the Company believed that the
treatment of these items was appropriate; however, on review of the
FRC's report, it became clear that changes relating to IFRS9 needed
to be made. It was therefore decided to re issue the 2021 accounts
in accordance with section 454 of the Companies Act. The main items
to be adjusted are the fair value of the 1AF2 Bond and the cost
differential between the two funding structures used to fund the
bond's acquisition. Full details appear in the revised 2021 Annual
Report, which includes a statement on the scope and limitations of
the FRC's review of the original 2021 Annual Report and
Accounts.
Strategy and outlook
2022 was another watershed year for Eight Capital. Having
successfully transitioned into a financial services operating group
the previous year, it completed a thorough reorganisation of its
debt, converting the major part into equity and thereby
strengthening its Balance Sheet considerably. It has a clear
strategy in place for the transformation of the business in terms
of its size, market value and influence within the fintech sector
of financial services, both as a player in its own right and
through its wholly owned subsidiaries, Epsion and Innovative
Finance.
Strategy Implementation
The strategy centres around the following model focussing on our
view that there is an inadequate provision of SME lending, to which
we intend to add a digital dimension. At the core is the
acquisition of a European digital bank and, around it, fintech
operators that together form an integrated ecosystem of capital
sourcing, product manufacturing and distribution:
ECP is building a fintech operating ecosystem that aims to grow
revenue through the use of efficient fintech solutions for SME
digital lending in Europe and eventually also the UK.
It believes that 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 is targeting the acquisition of a European licensed digital
bank which will be at the core of its fintech ecosystem. To this it
intends to bolt on strategically acquired fintech operators to
deliver financial products to its customers.
The objective is to own and integrate product manufacturing
(digital bank) with product manufacturing and distribution (fintech
operators and originators) to deliver to customers faster, cheaper
and more efficient capital solutions through the use of technology,
and fast growth for the Company.
The Company has a pipeline of opportunities in fintech banking
with European SME loan books and fintech working capital providers,
that are synergistically very well matched.
Fintech Product Manufacturing & Fintech Distribution
The Company believes that there is a significant value creation
opportunity in holding a digital banking licence at the core of its
growing fintech ecosystem.
a) Acquired Fintech operators, that have a strong product
distribution capability and proven low risk deployment processes
with minimal losses, will benefit from privileged access to an in
house core banking service, a route to well priced capital through
the bank (and through in house bank led securitisations of loan
books, at significantly reduced capital cost) which is well below
the cost of capital for fintech competitors without the backing of
a bank.
b) The digital bank benefits from the growth of the Group's
fintech distribution e channels by providing banking and funding to
an increasing number of customers and markets. It enables more
financial products to be offered to more customers in a shorter
amount of time than in a standalone banking organic growth model,
and it is quicker and far less risky than a bank to bank M&A
growth model. Revenue per customer multiplies across the ecosystem
as customers are shared.
c) The digital bank and acquired fintech bolt ons form an
ecosystem of product manufacturing and distribution, getting the
most out of every customer wherever they are in the group. Digital
lending, invoice factoring, and banking deposits are examples of
potential Core and Bolt on acquisitions.
d) ECP owns corporate finance boutiques. Their services can be
made available, under the bank's umbrella, to SMEs looking to grow
to the next level, providing strategic advice, capital raising
services and capital markets expertise, including public markets
activity to IPO.
e) With the strategic utilisation of ECP's growing in house
capital resources, provided by the bank and equity investment, ECP
would be able to provide significant support to the transactions
managed by the operating subsidiaries through the provision of
early stage and growth co investment capital to growing companies
seeking finance for expansion, development, consolidation or
acquisition, or as pre IPO/RTO funding.
The competitive advantage
The competitive advantage of the e business park approach as we
intend to develop it includes:
1. Structure
Being an integrated system with a bank at its core, there will
be an increase in availability of cheaper, longer term and scalable
capital within the ecosystem. The competitive advantage of ECP's
new operating structure is its flexibility in terms of where it
invests in the "capital stack", being equally comfortable with
private or public debt and/or equity positions, convertibles and
structured equity or debt facilities. Much of the financial
services advisory market only delivers third party capital and
advice, without direct access to supportive in house capital, or
only access to in house capital lines with a less flexible
mandate.
2. Tech
The ecosystem will be able to use / acquire the latest
technologies, and will be fast and nimble as it has no legacy
systems. Technology will be at the forefront compared to others who
cannot move as quickly.
3. Customers
Customers will instinctively gravitate to the faster and more
flexible route to capital. There is also a natural stimulus, in
that traditional routes for SME borrowers are drying up as main
banks move away from SME working capital lending, or are raising
the minimum revenue and balance sheet thresholds to qualify. The
funding gap is widening and ECP intends to step in to fill that
gap.
4. Timing
The integrated ecosystem can use tech to be faster than the high
street banks and cheaper than the non bank alternative lenders.
This puts it competitively ahead of many of its peers.
Dominic White
Chairman
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2022
2022 2021
GBP000 GBP000
Revenue 895 444
Cost of sales (8) (127)
Gross profit 887 317
Other operating income 84 128
Administrative expenses (1,111) (734)
Net change in unrealised/realised gains
and losses on investments at fair value
through profit or loss 1,488 (9,822)
Net gains on fair value through profit
or loss 1,311 300
Profit/(loss) from operations 2,659 (9,811)
Finance income 876 418
Finance expense including debt modification
gain or loss 1,103 (2,151)
Profit/(loss) before tax 4,638 (11,544)
Taxation - -
Profit/(loss) for the year 4,638 (11,544)
Other comprehensive income - -
Total comprehensive income 4,638 (11,544)
Consolidated Statement of Financial Position
As at 31 December 2022
2022 2021
GBP000 GBP000
Assets
Non--current assets
Property, plant and equipment 22 23
Intangible assets 2,728 3,880
Trade and other receivables 311 -
3,061 3,903
Current assets
Trade and other receivables 1,062 1,270
Cash and cash equivalents 22 202
Current asset investments 28,785 24,734
29,869 26,206
Total assets 32,930 30,109
Liabilities
Non--current liabilities
Loans and borrowings 402 643
Long term bonds 5,807 17,866
Liability for contingent consideration - 1,311
6,209 19,820
Current liabilities
Trade and other liabilities 468 330
Loans and borrowings 970 21,380
1,438 21,710
Total liabilities 7,647 41,530
Net assets/(liabilities) 25,283 (11,421)
The notes form part of these financial statements
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Convertible debt option Total attributable to
Share capital Share premium reserve Foreign exchange reserve Other reserves Retained earnings equity holders of parent Total equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 January
2022 1,453 2,068 84 (4) 15 (15,037) (11,421) (11,421)
Comprehensive
income for the
year
Profit for
the year - - - - - 4,63 4,638 4,638
Total
comprehensive
income for
the year - - - - - 4,638 4,638 4,638
Contributions
by and
distributions
to owners
Issue of
share capital 16,031 16,031 - - - - 32,062 32,062
Other
movements - - - 4 - - 4 4
Share based
payment
release - - - - (15) 15 - -
Total
contributions
by and
distributions
to owners 16,031 16,031 - 4 (15) 15 32,066 32,066
At 31
December 2022 17,484 18,099 84 - - (10,384) 25,283 25,283
The notes form part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
2022 2021
GBP000 GBP000
Cash flows from operating activities
Profit/(loss) for the year 4,638 (11,544)
Adjustments for
Depreciation of property, plant and equipment 3 -
Amortisation of intangible fixed assets 2 -
Finance income (882) (418)
Finance expense (1,103) 2,151
Net change in unrealised/realised gains and
losses on investments at fair value through
profit or loss (1,488) 9,822
Net gains and losses on fair value through
profit or loss (1,311) (300)
Share--based payment expense - 4
Net foreign exchange (gain)/loss (411) 97
(552) (188)
Movements in working capital:
(Decrease)/increase in trade and other
receivables 65 (685)
Increase in trade and other payables 243 119
Cash used in operations (244) (754)
Net cash used in operating activities (244) (754)
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired - (694)
Purchases of property, plant and equipment (1) (10)
Purchase of intangibles - (2)
Proceeds on sale of financial assets - 1,343
Interest received 675 380
Net cash from investing activities 674 1,017
Cash flows from financing activities
Proceeds from bond issue - 43
Proceeds from borrowings 471 1,097
Repayment of bond issue - (949)
Interest paid (1,081) (455)
Net cash used in financing activities (610) (264)
Net decrease in cash and cash equivalents (180) (1)
Cash and cash equivalents at the beginning
of year 202 203
Cash and cash equivalents at the end of the
year 22 202
The notes form part of these financial statements.
Notes to the consolidated financial statements
For the year ended 31 December 2021
1. General information
Eight Capital Partners Plc ("the Company") is a public limited
company limited by shares and incorporated in England. Its
registered office is Kemp House, 160 City Road, London, EC1V
2NX.
The Company's shares are traded on the Aquis Stock Exchange
Growth Market under ticker ECP and ISIN number GB00BYT56612.
The consolidated financial statements of the Company consist of
the following companies (together "the Group"):
Eight Capital Partners plc UK registered company
Epsion Capital Limited UK registered company
Innovative Finance srl ("InnFin") Italian registered company
The Group's objective is to generate an attractive rate of
return for shareholders, predominantly through capital
appreciation, by taking advantage of opportunities to invest in the
financial services and technology, media, and telecoms (TMT)
sectors.
The information contained in this announcement has been
extracted from the full report and accounts and, as such,
references, notes and page numbers may be incorrect. Shareholders
should read the full report and accounts, a copy of which is
available on the Company's website.
2. Accounting policies
The principal accounting policies applied in the preparation of
these consolidated financial statements are set out below.
Basis of preparation
These consolidated financial statements have been prepared and
approved by the Directors in accordance with the UK--adopted
international accounting standards.
The Company was classified as an investment vehicle for the
period to 30 June 2021. On 1 July 2021 Eight Capital Plc changed
its status from an investment vehicle to an operating company. As a
result, and in accordance with IFRS 10, the Company's investments
in subsidiaries have been consolidated from this date.
These consolidated financial statements are prepared on a going
concern basis, under the historical cost convention, as modified by
the recognition of listed investments at fair value.
These consolidated financial statements are presented in Pounds
Sterling, rounded to the nearest thousand (GBP'000), which is the
Company's presentation and functional currency.
The presentational currency for Epsion Limited is Pounds
Sterling and for InnFin is Euro as the subsidiary is registered in
Italy.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements are disclosed in the notes.
Basis of consolidation
The Group financial statements consolidate the financial
statements of the Company and all its subsidiaries ("the
Group").
Subsidiaries include all entities over which the Group is
exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns
through its power over the investee. The existence and effect of
potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group
controls another entity. Subsidiaries are consolidated from the
date on which control commences until the date that control ceases.
Intra group balances and any unrealised gains and losses on income
or expenses arising from intra group transactions, are eliminated
in preparing the consolidated financial statements.
The acquisition method of accounting is used to account for
business combinations. The cost of an acquisition is measured as
the fair value of the assets given, equity instruments issued, and
liabilities incurred or assumed at the date of exchange, and the
equity interests issued. Identifiable assets acquired, and
liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the
acquisition date. Acquisition related costs are expensed as
incurred. Where necessary, amounts reported by subsidiaries have
been adjusted to conform with the Group's accounting policies.
Going concern
As at the date of this report, the Group had cash or cash
equivalents of circa GBP687,000, which include cash of GBP300,000
and listed shared of GBP 387,000 as well as receivables
contractually agreed over the next 12 months of circa GBP1.2
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
GBP29.6m 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.
New standards, amendments and interpretations adopted by the
Group and Company
There are no IFRSs or IFRIC interpretations that are effective
for the first time for the financial year
beginning 1 January 2022 that have had a material impact on the
Group.
Certain new accounting standards and interpretations have been
issued but have not been applied by
the Group in preparing these financial statements as they are
not as yet effective. These standards are
not expected to have a material impact on the Group in the
current or future periods and on foreseeable
future transactions.
4. Earnings per share
2022 2021 2020 2019
Earnings (GBP)
Loss used in calculating basic and diluted
earnings:
Earnings/loss for the year GBP4,638,000 (GBP11,544,000) (GBP432,000) (GBP432,000)
-------------
Number of shares
Weighted average number of shares for the purposes
of basic and diluted earnings per share 19,290,857,985 1,479,362,244 1,069,696,174 618,720,310
Earnings/loss per share (pence) 0.02 (0.78) (0.04) (0.07)
The calculation of basic earnings per share of 0.02 pence is
based on the profit attributable to equity owners of the Company of
GBP4,638,000 and on the weighted average number of ordinary shares
of 19,290,857,985 in issue during the period.
5. Investments in subsidiaries
Shares in
Company group undertakings
GBP'000
---------------------
Cost
At 1 January 2021 -
Acquisition of Epsion Capital Limited
(Note 11.1) 100
Acquisition of Innovative Finance
S.r.l (Note 11.2) 3,710
---------------------
At 31 December 2021 3,810
---------------------
Impairments of Innovative Finance
S.r.l in year (1,151)
---------------------
At 31 December 2022 2,659
---------------------
At 31 December 2022, the Group consisted of a parent company,
Eight Capital Partners plc, registered in England and Wales and its
two wholly owned subsidiaries.
Subsidiaries:
Epsion Capital Limited
Registered Office: 8-10 Hill Street, London, United Kingdom,
W1J 5NG
Nature of business: Financial intermediation.
Class of share % Holding
------------------------------------ --------------------------
Ordinary shares 100
------------------------------------ --------------------------
Innovative Finance S.r.l
Registered Office: Via Turati 26 20121 Milano Italy
Nature of business: Financial Advisory
Class of share % Holding
------------------------------------------- ----------
Ordinary shares 100
------------------------------------------- ----------
6. Investments
The table below sets out the fair value measurements.
Categorisation has been determined on the basis of listed or
unlisted investments as follows:
Group Unlisted Investments Listed Investments Total
=========================================================================== ====================== ===================== ======================
GBP000 GBP000 GBP000
--------------------------------------------------------------------------- ---------------------- --------------------- ----------------------
Fair value at 1 January 2021 2,004 1,175 3,179
=========================================================================== ====================== ===================== ======================
Investment disposals (1,701) - (1,701)
=========================================================================== ====================== ===================== ======================
Investment in subsidiaries (413) - (413)
=========================================================================== ====================== ===================== ======================
Investment additions: 1AF2 bond - 33,620 33,620
=========================================================================== ====================== ===================== ======================
Fair value (loss) on listed investments 130 (9,952) (9,822)
=========================================================================== ====================== ===================== ======================
Foreign exchange adjustment (20) (109) (129)
=========================================================================== ====================== ===================== ======================
Fair value at 31 December 2021 - 24,734 24,734
=========================================================================== ====================== ===================== ======================
Fair value adjustment on investments - 2,672 2,672
=========================================================================== ====================== ===================== ======================
Foreign exchange adjustment - 1,379 1,379
=========================================================================== ====================== ===================== ======================
Fair value at 31 December 2022 - 28,785 28,785
Gains / (losses) on investments held at fair value through profit or loss
=========================================================================== ====================== ===================== ======================
Year end 31 December 2021
=========================================================================== ====================== ===================== ======================
Fair value adjustment on listed investments - (9,952) (9,952)
=========================================================================== ====================== ===================== ======================
Realised gain on disposal of investments 130 - 130
=========================================================================== ====================== ===================== ======================
Net gain / (loss) on investments held at fair value through profit or loss 130 (9,952) (9,822)
Year end 31 December 2022
=========================================================================== ====================== ===================== ======================
Fair value adjustment on listed investments - 2,672 2,672
=========================================================================== ====================== ===================== ======================
Fair value adjustment on unlisted investments (33) - (33)
=========================================================================== ====================== ===================== ======================
Net gain / (loss) on investments held at fair value through profit or loss (33) 2,672 2,639
Further Information on each investment can be found in the
Chairman's Statement.
7. Related party transactions
Administrative services
During the year, the Company was invoiced GBP21,400 (2021:
GBP15,500) for administrative services provided by Marker
Management Services Ltd, a company controlled by Martin Groak, a
director of Eight Capital.
Income
During the year, the Group received income from entities
connected to the Company's Chairman, Dominic White. GBP580,000 was
received from Zamaz Plc, GBP17,699 from Bella Dispensa SRL and
GBP22,550 from Maximum Return Systems Ltd. No income was received
from the entities in the prior period.
During the year, the Group received income from entities
connected to the Company's former Director, David Bull. During the
period David Bull was a director of the Company, the Company
received GBP3,351 (2021: nil) from Suppy@me Capital plc..
Related party funding
Included within current borrowing at year end was:
GBP582,666 shareholder loan from IWEP Ltd (2021: GBP367,138);
and
GBP387,102 vendor loan in relation to the EUR40m IAF2 bond
acquisition from IWEP Ltd (2021: GBP21,012,485).
Included in non--current borrowing at year end was:
GBPnil (2021: GBP184,910) loan from Maximum Return Systems
Limited, an entity connected to Eight Capital Partners' Chairman
Dominic White;
GBP6,074 (2021: GBP127,350) loan from Concreta Srl, a
shareholder in the company; and
GBP290,885 (2021: GBP318,297) vendor loan from DB Investor in
connection to the acquisition of Innovative Finance S.r.l.
9. Post balance sheet events
On 2 February 2023 the Company announced that Luciano Maranzana
had been appointed as Group CEO (he was formerly a Non--Executive
Director), and Gemma Godfrey was appointed as an independent
Non--executive Director.
On 3 July 2023 the Company announced that it had to revise the
2021 Financial Statements by replacement. Commentary on the
adjustments is set out in the Chairman's statement.
On 11 August 2023, the Company announced that at a meeting of
the holders of the Company's EUR10,000,000 4.8% Bonds, with effect
from 3 September 2023, all 4.8% Bonds, together with the interest
payment due on 3 September 2023, will be converted 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 ("Conversion Shares") in lieu of the conversion
of the Notes and accrued to be paid on 3 September 2023.
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END
NEXLBMBTMTJBTRJ
(END) Dow Jones Newswires
September 12, 2023 02:01 ET (06:01 GMT)
Eight Capital Partners (AQSE:ECP)
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