TIDMECP
RNS Number : 0652A
Eight Capital Partners PLC
21 September 2022
21 September 2022
EIGHT CAPITAL PARTNERS PLC
("Eight Capital" "ECP" or the "Company")
UNAUDITED HALF-YEARLY REPORT FOR THE SIX MONTHSED 30 JUNE
2022
Eight Capital Partners plc (AQSE: ECP), announces its
half-yearly results for the half year ending 30 June 2022.
Chairman's Half-Yearly Report
This report, covering the first six months of 2022, is the first
half-yearly report that the Company has given the market since
becoming an operating Group just over a year ago, and one aspect
you will note is that there is no comparative Income Statement for
the equivalent six months of 2021. This is because the two periods
cannot be realistically compared. What you will see as a
comparative, however, are the results for the 12 months to 31
December 2021 and these half-yearly results are presented using the
same accounting principles, under IFRS. The only complex accounting
issues surround the treatment of goodwill and the contingent
liability for earn-out relating to the acquisition of Innovative
Finance Srl. This matter is fully covered in the 2021 Annual Report
and Accounts, available from the Company's website at
www.eight.capital.
The other point you will note is that the GBP1 million of fees
the Group earned during this third quarter, which we announced on
16 September, do not feature in the half-yearly numbers. Despite a
great deal of vital work prior to 30 June being instrumental in
earning those fees, the simple fact that they were success fees
precluded them. Nevertheless, we now know that our 2022 revenues
have already exceeded those of 2021 by at least 50% and I would
like to thank our teams in our two operating subsidiaries:
Innovative Finance Srl ("Innovative") and Epsion Capital Ltd
("Epsion") for their efforts.
We were pleased when Luciano Maranzana joined the board of Eight
Capital in August 2022 as a Non-executive Director having become
Managing Director of Innovative in July 2022. An extensive career
in financial services and investment management provides additional
breadth across the sector at board level. We are working on
strengthening Eight Capital's board further, seeking even more
experience from the fintech and banking sectors, which matches our
core areas of operating focus.
Richard Day was also a great addition to Epsion in May 2022. He
is successfully growing the Epsion team having engaged a compliance
specialist to further enhance systems and processes, as well as
being close to recruiting an additional senior member of the
corporate finance team.
Although the wider markets are difficult, both Innovative and
Epsion continue to develop an interesting pipeline of transactions
that include fintech acquisition opportunities for Eight Capital
and transactions with third parties.
The third and, for the future, the most significant aspect of
where we are today in the Group's development, is the progress we
are making in completely re-shaping the Company's balance sheet. We
are in the closing stages of finalising the Company's circular to
shareholders in respect of seeking a waiver of obligations under
Rule 9 of the City Code on Takeovers and Mergers to enable certain
existing debts to be converted into equity in ECP.
This will open the door to creating a much larger and more
robust balance sheet and a Company that we believe will quickly
grow to be far more interesting to investors. We want to be, and
expect to become, a significant player in our sphere of Fintech
enablers and service providers.
Therefore, when you read below that revenues for the first six
months are below GBP60,000 and the balance sheet is showing net
liabilities, weighed down by large interest charges, please
consider the transformational nature of what I have written above
and you will appreciate why I and my colleagues on the Board are
extremely optimistic about the future.
Dominic White
Chairman
The directors of the Company take responsibility for this
announcement.
For further information, please contact:
Eight Capital Partners plc +44 20 3808 0029
Dominic White / Luciano Maranzana info@eight.capital
AQSE Exchange Growth Market Corporate
Adviser
Cairn Financial Advisers LLP +44 20 7213 0880
Jo Turner / James Lewis
Walbrook PR Limited +44 20 7933 8780
Paul Vann/Joe Walker eightcapital@walbrookpr.com
Eight Capital Partners plc
Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2022
Six months ended Year ended
30 June 2022 31 December
Unaudited 2021
GBP'000 Audited
Note GBP'000
Revenue 58 772
Cost of sales (9) (252)
----------------- -------------
Gross profit 49 520
Administrative expenses (440) (1,101)
Net change in unrealised/realised gains and losses on investments at fair
value through profit
or loss (46) 314
Other income 10 128
Operating loss (427) (139)
----------------- -------------
Interest income 486 418
Finance expense (565) (377)
Loss before tax (506) (98)
Taxation - -
Loss for the period (506) (98)
Other comprehensive income for the year
Currency translation differences (2) (1)
Total comprehensive loss (508) (99)
----------------- -------------
Basic and diluted earnings per share (pence): 2 (0.03) (0.01)
Eight Capital Partners plc
Consolidated Statement of Financial Position at 30 June 2022
As at As at
30 June 31 December
2022 Unaudited 2021
GBP'000 Audited
Note GBP'000
Non-current assets
Goodwill 3,867 3,867
Intangible assets 11 13
Property, plant and equipment 17 23
---------------- -------------
Total non-current assets 3,895 3,903
---------------- -------------
Current assets
Investments 3 35,362 34,569
Trade and other receivables 1,349 1,270
Cash and cash equivalents 29 202
Total current assets 36,740 36,041
---------------- -------------
Current liabilities
Trade and other payables 723 428
Borrowings 17,593 21,380
Total current liabilities 18,316 21,808
---------------- -------------
Non-current liabilities
Long term bond 21,340 16,431
Liability for contingent consideration 1,305 1,311
Borrowings - 203
Total non-current liabilities 22,645 17,945
---------------- -------------
Net assets /(liabilities) (326) 191
---------------- -------------
Capital and reserves
Share Capital 4 1,453 1,453
Share premium account 2,068 2,068
Share option and warrant reserve - 15
Convertible loan notes 84 84
Currency translation reserve (16) (5)
Retained earnings (3,915) (3,424)
Total equity (326) 191
---------------- -------------
Eight Capital Partners plc
Consolidated Statement of Changes in Equity
for the six months ended 30 June 2022
Share capital Share premium Share option Convertible Currency Retained Total
& warrant loan note translation earnings
reserve reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------------- ------------- ------------- ------------- -------------- --------
As at 31
December 2020 1,431 2,001 11 84 - (3,326) 201
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Loss for the
year - - - - - (98) (98)
Other
comprehensive
income for
the year - - - - (1) - (1)
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Total
Comprehensive
Income - - - - (1) (98) (99)
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Movement in
reserves - - - - (4) - (4)
Share based
payment - - 4 - - - 4
Issue of
shares 22 67 - - - - 89
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Total
Transactions
with Owners 22 67 4 - (5) - 93
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
As at 31
December 2021 1,453 2,068 15 84 (5) (3,424) 191
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Profit for the
period - - - - - (506) (506)
Other
comprehensive
income for
the year - - - - (2) - (2)
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Total
Comprehensive
Income - - - - (2) (506) (508)
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Movement in
reserves - - (15) - (9) 15 (9)
Share based - - - - - - -
payment
Issue of
shares - - - - - - -
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Total
Transactions
with Owners - - - - (11) (491) (517)
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
As at 30 June
2022 1,453 2,068 - 84 (16) (3,915) (326)
--------------- -------------- -------------- ------------- ------------- ------------- -------------- --------
Eight Capital Partners plc
Notes to the Half-Yearly Financial Statements
For the six months ended 30 June 2022
1. Accounting policies
Basis of preparation
These half-yearly financial statements have been prepared in
accordance with UK-adopted international accounting standards.
The Company was classified as an investment vehicle in the prior
year ending 31 December 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, some of the
Company's investments have been consolidated from this date. No
consolidated comparative information has been disclosed as the
Company was an investment vehicle and none of its investments met
the requirements of IFRS 10 for an investment company.
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 2021 audited
annual report. The statutory financial statements for the year
ended 31 December 2021 were prepared in accordance with UK-adopted
international accounting standards. The auditors reported on those
financial statements; 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 20 September 2022.
Going concern
As at the date of this report, the Group had short term
receivables of over GBP850,000, listed securities of similar value,
fee- earnings from its subsidiaries activities, income from
Management Services agreements, tacit financial support from its
main shareholder and a stated intention to do a placing in the near
future.
The Directors are therefore of the opinion that the Company 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
GBP'000 31 December 2021
GBP'000
------------------------------ ------------------
Basic and diluted
Loss for the period attributable to owners of the Company (506) (98)
Weighted average number of shares: 1,564,315,462 1,479,362,244
Basic loss per share (pence): (0.03) (0.01)
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
Unlisted Listed investments Total
investments
GBP'000 GBP'000 GBP'000
------------- ------------------- --------
Fair value at 1 January
2021: 2,004 1,175 3,179
Investment disposal (1,701) - (1,701)
Investment in subsidiaries (413) - (413)
Investment additions: 1AF2
bond - 33,620 33,620
Fair value loss on listed
investments - (116) (116)
Foreign exchange adjustments 110 (110) -
------------- ------------------- --------
Fair value at 31 December
2021: - 34,569 34,569
------------- ------------------- --------
Fair value loss on listed
investments - (22) (22)
Foreign exchange adjustments - 815 815
------------- ------------------- --------
Fair value at 30 June 2022: - 35,362 35,362
------------- ------------------- --------
4. Share capital
Movements in Ordinary share capital during the period are
summarised below:
Number of Ordinary Shares of 0.01p Nominal value
GBP'000
----------------------------------- ---------------
As at 31 December 2021 and 30 June 22 1,564,315,462 157
Movements in Deferred share capital are summarised below:
Number of Deferred Shares of 0.24p Nominal value
GBP'000
---------------
As at 31 December 2021 and 30 June 2022 540,166,760 1,296
----------------------------------- ---------------
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END
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September 21, 2022 02:02 ET (06:02 GMT)
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