30 September 2024
EIGHT CAPITAL PARTNERS
PLC
("Eight Capital" "ECP" or the
"Company")
UNAUDITED INTERIM REPORT FOR THE SIX
MONTHS ENDED 30 JUNE 2024
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 announces its interim for the
half year ending 30 June 2024. Comparative figures are shown
for the comparable period in the previous financial year unless
otherwise stated:
Chairman's
Interim Report
I am pleased to report the Company's interim
results to 30 June 2024.
Revenues continue to be volatile, which is to
be expected given the nature of the underlying transaction led
business, falling to £0.003m (2023: £0.6m). Overhead costs
including foreign exchange losses of £0.5m (2023: £0.7m) and net of
any gains or losses on investments remain stable at £1.2m
(2023: £1.2m). Losses for the 6 months to 30 June 2024 are £1.3m
(2023: £1.3m profit) with approximately half of the costs from
non-cash foreign exchange charges
The Company has been active in the last six
months progressing negotiations on potential investments in two
European banks and two fintech working capital providers, in line
with its strategy. Progress included agreeing non-binding
term sheets as well as in two cases completing advanced due
diligence on two target businesses, a bank and a fintech
operator. The company however did not proceed with these two
targets and has subsequently initiated discussions with an
alternative fintech operator, as well as working on the opportunity
of creating a new regulated fintech business in Europe.
During the period the operations of Innovative
Finance S.r.l were discontinued with the business and team
transferred over to Epsion Capital Limited.
The key issue for the business is managing the
1AF2 Bond settlement process. As disclosed in our market
announcements in July and August 2024, negotiations with 1AF2
Limited (1AF2) continue and the proposal currently being negotiated
with 1AF2 and The Avantgarde Group S.p.a (TAG) involves TAG
acquiring the 1AF2 bond from ECP at par value with settlement
through a portfolio of cash, public securities and private assets.
In the RNS released on 22 August 2024 the Company announced that an
additional EUR 4m of listed bond assets have been transferred to
ECP as additional security.
It remains the plan to receive cash, public
securities and private assets in return for the 1AF2 bond held by
the Company. Meetings and written exchanges are ongoing to progress
ECP towards that objective. The Company continues to seek the
best outcome for shareholder value.
Given the additional security now provided and
the current state of negotiations with 1AF2 and TAG the board is
comfortable that value of the bond remains as it was in the
financial statements at 31 December 2023 and accordingly no further
write downs are felt to be necessary. We will continue to update
the market as negotiations continue.
Dominic White
Chairman
27 September 2024
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, Chairman
Luciano Maranzana, Group CEO
|
info@eight.capital
|
|
|
|
|
AQSE Exchange
Growth Market Corporate Adviser
|
|
|
Cairn Financial Advisers LLP
|
+44 20 7213 0880
|
|
Jo Turner / Liam Murray
|
|
|
|
|
Eight Capital Partners plc
Unaudited Condensed Consolidated Statement of
Profit or Loss and Other Comprehensive Income
for the six months ended 30 June
2024
|
|
|
|
|
RESTATED
|
|
|
|
|
Note
|
Six months
ended
30
June
2024
Unaudited
£'000
|
|
Six months
ended
30
June
2023
Unaudited
£'000
|
|
Year ended
31 December
2023
Audited
£'000
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
3
|
|
572
|
|
602
|
|
Other operating income
|
|
5
|
|
51
|
|
40
|
|
Corporate advisory fees
|
|
(31)
|
|
-
|
|
(599)
|
|
Foreign exchange loss
|
|
(535)
|
|
(708)
|
|
(244)
|
|
General expenses
|
|
(375)
|
|
(235)
|
|
(402)
|
|
Legal and professional fees
|
|
(159)
|
|
(94)
|
|
(355)
|
|
Rent and rates
|
|
(13)
|
|
(30)
|
|
(84)
|
|
Staff costs
|
|
(108)
|
|
(177)
|
|
(335)
|
|
Discontinued operations
|
|
55
|
|
-
|
|
-
|
|
Net change in unrealised/realised gains and
losses on investments at fair value through profit or
loss
|
|
(390)
|
|
1,724
|
|
(14,562)
|
|
Goodwill impairment
|
|
-
|
|
-
|
|
(2,717)
|
|
Impairment of other receivables recognised at
amortised cost
|
|
-
|
|
-
|
|
(554)
|
|
(Loss) /
profit from operations
|
|
(1,548)
|
|
1,103
|
|
(19,210)
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
294
|
|
437
|
|
874
|
|
Finance expense including debt modification
gain or loss
|
|
(47)
|
|
(221)
|
|
(610)
|
|
|
|
|
|
|
|
|
|
(Loss) /
profit before tax
|
|
(1,301)
|
|
1,319
|
|
(18,946)
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
(Loss) /
profit for the period
|
|
(1,301)
|
|
1,319
|
|
(18,946)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
(1,301)
|
|
1,319
|
|
(18,946)
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings / (loss) per share
(pence):
|
2
|
(0.0007)
|
|
0.0008
|
|
(0.01)
|
|
|
|
|
|
|
|
|
Eight Capital Partners plc
Unaudited Condensed Consolidated Statement of
Financial Position at 30 June 2024
|
|
Note
|
As at
30
June
2024
Unaudited
£'000
|
|
As at
30
June
2023
Unaudited
£'000
|
|
As at
31 December
2023
Audited
£'000
|
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
Goodwill
|
|
-
|
|
2,717
|
|
-
|
|
Intangible assets
|
|
-
|
|
7
|
|
-
|
|
Property, plant and equipment
|
|
3
|
|
18
|
|
15
|
|
Total
non-current assets
|
|
3
|
|
2,742
|
|
15
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
Investments
|
3
|
13,124
|
|
30,457
|
|
14,517
|
|
Trade and other receivables
|
|
211
|
|
1,138
|
|
487
|
|
Cash and cash equivalents
|
|
42
|
|
40
|
|
35
|
|
Total current
assets
|
|
13,377
|
|
31,635
|
|
15,039
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
Trade and other payables
|
|
1,004
|
|
818
|
|
1,362
|
|
Loans and borrowings
|
|
-
|
|
1,016
|
|
-
|
|
Total current
liabilities
|
|
1,004
|
|
1,834
|
|
1,362
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
Long term bond
|
|
882
|
|
5,948
|
|
897
|
|
Total
non-current liabilities
|
|
882
|
|
5,948
|
|
897
|
|
|
|
|
|
|
|
|
|
Net
assets
|
|
11,494
|
|
26,595
|
|
12,795
|
|
|
|
|
|
|
|
|
|
Capital and
reserves
|
|
|
|
|
|
|
|
Share Capital
|
4
|
20,042
|
|
17,484
|
|
20,042
|
|
Share premium account
|
|
21,999
|
|
18,099
|
|
21,999
|
|
Convertible loan notes
|
|
84
|
|
84
|
|
84
|
|
Currency translation reserve
|
|
-
|
|
(7)
|
|
-
|
|
Retained earnings
|
|
(30,631)
|
|
(9,065)
|
|
(29,330)
|
|
Total
equity
|
|
11,494
|
|
26,595
|
|
12,795
|
Eight Capital Partners plc
Notes to the Interim Financial
Statements
For the six months ended 30 June
2024
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
2023 audited annual report. The statutory financial statements for
the year ended 31 December 2023 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
27 September 2024.
Going
concern
As at the date of this report, the Group had
cash or cash equivalents, listed shares and contractually agreed
receivables amounting to an aggregate £0.4m. In addition, the
Company will in due course be the recipient of the IAF2 Bond
settlement. The board believes that the Company will have
sufficient working capital for at least the next 12 months from the
date of these accounts.
2. Profit or loss per
share
|
|
Six months ended 30
June 2024
£'000
|
|
Six months
ended 30 June 2023
£'000
|
Year ended
31 December
2023
£'000
|
|
Basic and
diluted
|
|
|
|
|
|
(Loss) / profit for the period attributable to
owners of the Company
|
(1,301)
|
|
1,319
|
(18,946)
|
|
Weighted average number of shares:
|
187,451,702,503
|
|
161,873,969,648
|
169,533,235,805
|
|
Basic earnings
/ (loss) per share (pence):
|
(0.0007)
|
|
0.0008
|
(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
|
|
|
Listed investments
|
Total
|
|
|
|
£'000
|
£'000
|
|
Fair value at
1 January 2023
|
|
28,785
|
28,785
|
|
Additions
|
|
809
|
809
|
|
Fair value adjustments
|
|
1,718
|
1,718
|
|
Foreign exchange adjustment
|
|
(855)
|
(855)
|
|
Fair value at
30 June 2023
|
|
30,457
|
30,457
|
|
Additions
|
|
1
|
1
|
|
Disposals
|
|
(26)
|
(26)
|
|
Fair value adjustment
|
|
(16,280)
|
(16,280)
|
|
Foreign exchange adjustments
|
|
365
|
365
|
|
Fair value at
31 December 2023
|
|
14,517
|
14,517
|
|
Disposals
|
|
(434)
|
(434)
|
|
Fair value loss on listed
investments
|
|
(400)
|
(400)
|
|
Foreign exchange adjustments
|
|
(559)
|
(559)
|
|
Fair value at
30 June 2024
|
|
13,124
|
13,124
|
The table below sets out the fair value
measurements using the fair value hierarchy. Categorisation within
the hierarchy has been determined on the basis of the lowest level
of input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1 - valued using quoted prices in active
markets for identical assets.
Level 2 - valued by reference to valuation
techniques using observable inputs other than quoted prices
included within Level 1.
Level 3 - valued by reference to valuation
techniques using inputs that are not based on observable market
data.
There were no transfers between categories
during the period.
|
|
Six months ended 30
June 2024
£'000
|
|
Six months
ended 30 June 2023
£'000
|
Year ended
31 December
2023
£'000
|
|
Categorised as
|
|
|
|
|
|
Level 1 - quoted investments
|
175
|
|
783
|
574
|
|
Level 2 - unquoted investments using quoted
prices
|
-
|
|
-
|
-
|
|
Level 3 - unquoted investments and illiquid
quoted investments
|
12,949
|
|
29,674
|
13,943
|
|
|
13,124
|
|
30,457
|
14,517
|
4. Share capital
Ordinary share capital is summarised
below:
|
|
|
Number of Ordinary Shares of
0.01p
|
Nominal value
£'000
|
|
As at 31
December 2023 and 30 June 2024
|
187,451,702,503
|
18,745
|
Deferred share capital is summarised
below:
|
|
|
Number of Deferred Shares of
0.24p
|
Nominal value
£'000
|
|
As at 31
December 2023 and 30 June 2024
|
540,166,760
|
1,297
|
5. Restatement of prior period
Consolidated Statement of Profit or Loss and Other Comprehensive
Income
During the year ended 31 December
2023, the Directors elected to change the basis of reporting the
Consolidated Statement of Profit or Loss and Other Comprehensive
Income from by function to by nature as they considered that this
methodology more appropriately represented the Group's business
model.
In addition, the administration
expenses were overstated by £81,000 in the 30 June 2023 Interim
Accounts.
Due to this change in basis of
reporting and amended administration expenses, the comparative
results for the period ended 30 June 2023 have been restated and a
summary of the changes made is set out below:
|
|
As previously
disclosed
30 June 2023
|
As restated
30 June 2023
|
Change
|
|
|
£000
|
£000
|
£000
|
|
Revenue
|
572
|
572
|
-
|
|
Cost of sales
|
(4)
|
-
|
4
|
|
Other operating income
|
51
|
51
|
|
|
Administrative expenses
|
(1,321)
|
-
|
1,321
|
|
Foreign exchange loss
|
-
|
(708)
|
(708)
|
|
General expenses
|
-
|
(235)
|
(235)
|
|
Legal and professional
|
-
|
(94)
|
(94)
|
|
Rent and rates
|
-
|
(30)
|
(30)
|
|
Staff costs
|
-
|
(177)
|
(177)
|
|
Net change in unrealised/realised
gains and losses on
investments at fair value through
profit or loss
|
1,724
|
1,724
|
-
|
|
Profit from operations
|
1,022
|
1,103
|
81
|
