Eight Capital Ptnrs. - Half-year Report

Eight Capital Partners plc

Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the six months ended 30 June 2024

Eight Capital Partners plc

Unaudited Condensed Consolidated Statement of Financial Position at 30 June 2024

Eight Capital Partners plc

Unaudited Condensed Consolidated Cash Flow Statement for the six months ended 30 June 2024

Eight Capital Partners plc

Unaudited Condensed Consolidated Cash Flow Statement for the six months ended 30 June 2024

(continued)

Eight Capital Partners plc

Unaudited Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2024

Eight Capital Partners plc

Notes to the Interim Financial Statements

For the six months ended 30 June 2024

1. Accounting policies

2. Profit or loss per share

3. Investments

4. Share capital

5. Restatement of prior period Consolidated Statement of Profit or Loss and Other Comprehensive Income

Announcement provided by

Eight Capital Partners Plc · ECP

30/09/2024 07:00

Eight Capital Ptnrs. - Half-year Report

RNS Number : 1592G

Eight Capital Partners PLC

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

			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)

	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

	Note	Six months ended 30 June 2024 Unaudited £'000	Six months ended 30 June 2023 Unaudited £'000	Year ended 31 December 2023 Audited £'000

Cash flows from operating activities
(Loss) / profit for the period		(1,301)	1,319	(18,946)

Adjustments for:
Depreciation of property plant and equipment		-	4	7
Amortisation of intangible fixed assets		-	3	11
Equity settled current liability		-	-	41
Share based payment expense released		-	(7)
Finance income		(294)	(437)	(874)
Finance expense		47	221	610
Net change in unrealised / realised gains and losses on investments at fair value through profit or loss	3	390	(1,724)	14,562
Goodwill impairment		-	-	2,717
Impairment of other receivables at amortised cost		-	-	554
Net foreign exchange loss / (gain)		535	708	244

		(623)	87	(1,074)
Movements in working capital:
Decrease in trade and other receivables		276	(476)	113
Increase in trade and other payables		(358)	245	266

Net cash used in operating activities		(705)	(144)	(695)

Cash flows from investing activities
Proceeds on disposal of property plant and equipment		12	-	-
Proceeds on sale of financial assets		434	-	26
Interest received		304	437	839

Net cash from investing activities		750	437	865

Cash flows from financing activities
Repayment of loans		-	-	(20)
Proceeds from borrowings		-	-	73
Interest paid		(38)	(275)	(210)

Net cash used in financing activities		(38)	(275)	(157)

	Share capital	Share premium	Convertible debt option reserve	Other reserves	Retained Earnings	Total equity
	£000	£000	£000	£000	£000	£000

At 1 January 2023	17,484	18,099	84	-	(10,384)	25,283
Changes in equity for period
Profit for period	-	-	-	-	1,319	1,319
Other comprehensive income	-	-	-	(7)	-	(7)
At 30 June 2023	17,484	18,099	84	(7)	(9,065)	26,595
Changes in equity for period
Loss for period	-	-	-	-	(20,265)	(20,265)
Other comprehensive income	-	-	-	7	-	7
Share issues	2,558	3,900	-	-	-	6,458
At 31 December 2023	20,042	21,999	84	-	(29,330)	12,795
Changes in equity for period
Loss for period	-	-	-	-	(1,301)	(1,301)
At 30 June 2024	20,042	21,999	84	-	(30,631)	11,494

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.

	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.

	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

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

Net increase / decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

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

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