Back to all announcements

DJ Eight Capital Partners PLC Loan Conversion, Placing and Grant of Options

TIDMECP

RNS Number : 6520N

Eight Capital Partners PLC

21 May 2020

21 May 2020

Eight Capital Partners plc

("Eight Capital" or the "Company")

Loan Conversion, Placing and Grant of Options

The Board of Eight Capital announces that it has partially converted a vendor loan with IWEP Ltd ("IWEP"), following the acquisition of a receivable announced on 7 August 2019, alongside further creditor conversions and a placing.

Loan Conversion

On 7 August 2019, the Company announced that it had acquired a EUR2 million receivable in Finance Partners Group SpA ("FPG") from IWEP for EUR1.9 million. Consideration for the acquisition was settled by way of EUR1 million of Eight Capital's 7% bonds, a EUR600,000 vendor loan at a 5% interest rate with a duration of one year, and EUR300,000 in cash.

FPG is an Italian financial services company that, among other things, takes minority stakes in private companies seeking future listings on public markets. The Company subsequently announced on 4 November 2019, that it had converted the receivable from FPG into equity representing, at the time, a holding of approximately 40 per cent. of FPG.

The Company announces that it has agreed with IWEP to convert GBP100,000 of the vendor loan into 400,000,000 new ordinary shares ("Conversion Shares") at a price of GBP0.00025 per share ("Subscription Price"). As a result of the issue of the Conversion Shares, IWEP will have an interest of 29.82% of the enlarged share capital of the Company. The terms of the vendor loan remain unchanged and, at an exchange rate of 1.13 Eur:GBP, the balance of vendor loan outstanding, which matures on 6 August 2020, is EUR487,000.

Creditor Conversion and Subscription

In addition to the issue of the Conversion Shares, the Company has settled creditors totalling GBP60,500 and received subscriptions for GBP16,500 all at the Subscription Price. As a result, the Company has further issued 242,000,000 new ordinary shares in respect of creditor conversions ("Creditor Shares") and 66,000,000 new ordinary shares in respect of the subscriptions ("Subscription Shares").

Included within the issue of the Creditor Shares are 60,000,000 new ordinary shares for Martin Groak, a director of the Company, in respect of settlement of GBP15,000. Following the issue of these shares, Martin Groak will be interested in 60,143,000 ordinary shares, representing 4.48 per cent. of the enlarged issued share capital of the Company.

Admission and Total Voting Rights

Application will be made for the admission of 708,000,000 new ordinary shares comprising the Conversion Shares, Creditor Shares and Subscription Shares (together "New Ordinary Shares") to trading on AQSE Growth Market ("Admission") and it is expected that this will occur on or around 28 May 2020. The New Ordinary Shares will rank pari passu in all respects with the Company's existing issued ordinary shares.

Subsequent to the issue of New Ordinary Shares, the Company will have 1,341,257,818 ordinary shares in issue. The Company has no shares in treasury, therefore this figure may be used by shareholders, from Admission, as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Grant of Options

The Company also announces that it has adopted an unapproved ("unapproved" means the scheme has not received approval of HMRC and, as a result, offers no tax benefits for option holders ) share option scheme ("Scheme") and made grant of options to directors. The purpose of the Scheme is to incentivise management performance for the benefit of all shareholders by way of options which are subject to time and performance conditions.

The terms of the Scheme provide that the Company can award options over ordinary shares up to a maximum of 200 per cent. of an employee's annual salary. The Scheme provides that a maximum of 20 per cent. of the Company's issued share capital, from time to time, may be issued under this plan without the prior approval of shareholders of the Company.

Vesting criteria for options granted under the Scheme are as follows:

 
 Amount Vesting           Time Condition                  Performance Condition 
 50 per cent. ("Tranche   On the business day             the NAV on the Tranche 
  One")                    following the first             One Vesting Date not 
                           financial year end following    being less than the NAV 
                           the date of grant               on the Grant Date 
 50 per cent. ("Tranche   On the business day             the NAV on the Tranche 
  two")                    following the second            Two Vesting Date being 
                           financial year end following    no less than 10% higher 
                           the date of grant               than the NAV on the Grant 
                                                           Date 
 

Vesting conditions may be varied or waived provided that any varied vesting condition shall be a fairer measure of performance, as judged at the time, and no more difficult to satisfy than the original vesting condition. The Scheme provides good leaver provisions and other standard terms normally associated with such a scheme.

The Company has granted the following options under the Scheme:

 
 Option holder           Number of   Exercise Price    Options Granted 
                   Options granted                       as Percentage 
                                                       of Issued Share 
                                                            Capital on 
                                                             Admission 
 Dominic White          80,000,000          0.00025              5.96% 
 Martin Groak           54,000,000          0.00025              4.03% 
 
                       134,000,000                               9.99% 
                 -----------------  ---------------  ----------------- 
 

Related Party Transactions

The conversion of the loan with IWEP and the grant of options to directors are related party transactions pursuant to Rule 52 of the AQSE Growth Market Rules for Issuers. IWEP is a company connected to Eight Capital Partners' Chairman Dominic White.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").

The directors of the Company take responsibility for this announcement.

 
 Eight Capital Partners plc      +44 20 3808 0029 
  Dominic White                   info@eight.capital 
 Cairn Financial Advisers LLP 
  AQSE Corporate Adviser 
  Jo Turner / James Lewis        +44 20 7213 0880 
 

Notification and public disclosure of transactions by persons discharging managerial responsibilities / person closely associated with them.

 
 1.   Details of the person discharging managerial responsibilities/person 
       closely associated 
 a) 
        Name                             Martin Groak   Non-executive director 
     -------------------------------  ----------------------------------------- 
 2.   Reason for the notification 
     -------------------------------------------------------------------------- 
 a)   Position/status                  NED 
     -------------------------------  ----------------------------------------- 
 b)   Initial notification/Amendment   Initial Notification 
     -------------------------------  ----------------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     -------------------------------------------------------------------------- 
 a)   Name                             Eight Capital Partners plc 
     -------------------------------  ----------------------------------------- 
 b)   LEI                              213800U1F5CGRZJ47X73 
     -------------------------------  ----------------------------------------- 
 4.   Details of the transaction(s): section to be repeated for (i) 
       each type of instrument; (ii) each type of transaction; (iii) 
       each date; and (iv) each place where transactions have been 
       conducted 
     -------------------------------------------------------------------------- 
 a)   Description of the financial     Options 
       instrument 
     -------------------------------  ----------------------------------------- 
 b)   Identification code              GB00BYT56612 
     -------------------------------  ----------------------------------------- 
 c)   Nature of the transactions       Grant of Options (1) and ordinary shares 
                                        (2) 
     -------------------------------  ----------------------------------------- 
 d)   Price(s) and volume(s)             Amount                 Price 
                                               (1) 54,000,000    GBP0.00025 
                                                (2) 60,000,000    GBP0.00025 
                                                                ------------ 
     -------------------------------  ----------------------------------------- 
 e)   Aggregated information             Price(s)      Volume(s) 
       - Aggregated volume                114,000,000   GBP0.00025 
       - Price                                         ----------- 
     -------------------------------  ----------------------------------------- 
 f)   Date of the transactions         2 1 May 2020 
     -------------------------------  ----------------------------------------- 
 f)   Place of the transactions        AQSE Growth Market, UK 
     -------------------------------  ----------------------------------------- 
 
 
 1.   Details of the person discharging managerial responsibilities/person 
       closely associated 
 a) 
        Name                                   Dominic White   Chairman 
     -------------------------------------  -------------------------------- 
 2.   Reason for the notification 

(MORE TO FOLLOW) Dow Jones Newswires

May 21, 2020 07:55 ET (11:55 GMT)

DJ Eight Capital Partners PLC Loan Conversion, -2-

     ----------------------------------------------------------------------- 
 a)   Position/status                        Chairman 
     -------------------------------------  -------------------------------- 
 b)   Initial notification/Amendment         Initial Notification 
     -------------------------------------  -------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ----------------------------------------------------------------------- 
 a)   Name                                   Eight Capital Partners plc 
     -------------------------------------  -------------------------------- 
 b)   LEI                                    213800U1F5CGRZJ47X73 
     -------------------------------------  -------------------------------- 
 4.   Details of the transaction(s): section to be repeated for (i) 
       each type of instrument; (ii) each type of transaction; (iii) 
       each date; and (iv) each place where transactions have been 
       conducted 
     ----------------------------------------------------------------------- 
 a)   Description of the financial           Options and ordinary shares 
       instrument 
     -------------------------------------  -------------------------------- 
 b)   Identification code                    GB00BYT56612 
     -------------------------------------  -------------------------------- 
 c)   Nature of the transactions             Grant of Options 
     -------------------------------------  -------------------------------- 
 d)   Price(s) and volume(s)                   Amount       Price 
                                                80,000,000   GBP0.00025 
                                                            ----------- 
     -------------------------------------  -------------------------------- 
 e)   Aggregated information                   Price(s)     Volume(s) 
       - Aggregated volume                      80,000,000   GBP0.00025 
       - Price                                              ----------- 
     -------------------------------------  -------------------------------- 
 f)   Date of the transactions               2 1 May 2020 
     -------------------------------------  -------------------------------- 
 f)   Place of the transactions              AQSE Growth Market, UK 
     -------------------------------------  -------------------------------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

NEXFFLFLBELEBBL

(END) Dow Jones Newswires

May 21, 2020 07:55 ET (11:55 GMT)