REG - Beacon Rise Holdings - Notice of EGM

Beacon Rise HoldingsAnnouncement

13/02/2024 07:00

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RNS Number : 8872C  Beacon Rise Holdings PLC  12 February 2024

Beacon Rise Holdings PLC

(incorporated and registered in England and Wales with registered number
13620150)

(the Company)

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting (Meeting) of Beacon Rise
Holdings PLC (Company) will be held at Meeting Room 1, 8 Hermitage St, London,
W2 1BE, on 28(th) February 2024 at 2:30pm.

BACKGROUND

The board of directors of the Company (the Board) notes that, the Company's
entire issued share capital was admitted to the Official List of the Financial
Conduct Authority (the FCA) and was admitted to trading by way of Standard
Listing on the Main Market of the London Stock Exchange on 25 March 2022
(Admission), following the publication of a prospectus prepared in accordance
with the Prospectus Regulation Rules of the FCA made under section 73A of the
Financial Services and Markets Act 2000 (FSMA) and approved by the FCA under
section 87A of FSMA (the Prospectus).  The Prospectus stated that, within the
first 24 months following Admission, the Company would target acquisitions
which would be in the form of a merger, capital stock exchange, asset
acquisition, stock purchase, scheme of arrangement, reorganisation or similar
business combination of an interest in an operating company or business or
asset (Acquisition).

The Board further notes that, pursuant to paragraph 4 of Part I of the
Prospectus (The Company's Strategy - Capital and returns management), if an
Acquisition had not been announced within 24 months of Admission, the
directors of the Company would recommend to the shareholders of the Company
either, to continue to pursue an Acquisition for a further 12 months from such
date or, that the Company be wound up (in order to return capital to
shareholders of the Company, to the extent assets are available). The Board
noted that, their recommendation must be subject to a vote of the shareholders
of the Company, from which the directors holding ordinary shares in the
capital of the Company must abstain.

Given no suitable target has been found in the period since Admission, the
Board is of the view that the Company should continue to pursue an Acquisition
for a further 12 months.

At the Meeting, you will be asked to consider and vote on the resolution below
to approve the Company's continued pursuit of an Acquisition for a further 12
months from the date of 25 March 2024. This resolution will be proposed as an
ordinary resolution.

ORDINARY RESOLUTION

THAT, the Company shall continue to pursue a suitable acquisition target,
whether in the form of a merger, capital stock exchange, asset acquisition,
stock purchase, scheme of arrangement, reorganisation or similar business
combination of an interest in an operating company or business or asset, for a
further 12 months, being the period from 25 March 2024 to 24 March 2025.

 

By order of the Board

Xiaobing Wang

Director

Beacon Rise Holdings PLC

(incorporated and registered in England and Wales with registered number
13620150)

NOTES TO THE NOTICE OF GENERAL MEETING

1          Appointment of proxies

1.1        If you are a shareholder who is entitled to attend and vote
at the meeting, you are entitled to appoint one or more proxies to exercise
all or any of your rights to attend, speak and vote at the meeting and you
should have received a proxy form with this notice of meeting. A proxy does
not need to be a shareholder of the Company but must attend the meeting to
represent you. You can only appoint a proxy using the procedures set out in
these notes and the notes to the proxy form.

1.2        You may appoint more than one proxy provided each proxy is
appointed to exercise the rights attached to a different share or shares held
by that shareholder. To appoint more than one proxy, please contact the
Company by email at info@beaconrise.uk. You will need to state clearly on each
proxy form the number of shares in relation to which the proxy is appointed.
If you wish your proxy to speak on your behalf at the meeting you will need to
appoint your own choice of proxy (not the chairman) and give your instructions
directly to them.

2          Appointment of proxy by post

2.1        The notes to the proxy form explain how to direct your proxy
how to vote on the resolution.

2.2        To appoint a proxy using the proxy form, the form must be:

(a)        completed and signed;

(b)        sent or delivered to the Company at its registered office;
and

(c)        received by the Company no later than 9am UK time on 26(th)
February 2024.

2.3        Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or authority)
must be included with the proxy form.

3          Appointment of proxies electronically

3.1        As an alternative to completing the hard-copy proxy form,
you can appoint a proxy electronically by emailing a copy of the proxy form to
info@beaconrise.uk. For an electronic proxy appointment to be valid, your
appointment must be received by the Company no later than 9am UK time on
26(th) February 2024.

3.2        This email address should not be used for any other purposes
unless expressly stated.

4          Changing proxy instructions

4.1        Shareholders may change proxy instructions by submitting a
new proxy appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments also apply in relation to amended
instructions; any amended proxy appointment received after the relevant
cut-off time will be disregarded.

4.2        Where you have appointed a proxy using the hard-copy proxy
form and would like to change the instructions using another hard-copy proxy
form, please contact info@beaconrise.uk.

4.3        If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of proxies
will take precedence.

5          Termination of proxy appointment

5.1        A shareholder may change a proxy instruction but to do so
you will need to inform the Company in writing by either:

(a)        Sending a signed hard-copy notice clearly stating your
intention to revoke your proxy appointment to the Company. In the case of a
shareholder which is a company, the revocation notice must be executed under
its common seal or signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other authority under
which the revocation notice is signed (or a duly certified copy of such power
or authority) must be included with the revocation notice.

(b)        Sending an email to info@beaconrise.uk.

5.2        In either case, the revocation notice must be received by
the Company no later than 9am UK time on 26(th) February 2024.

5.3        If you attempt to revoke your proxy appointment but the
revocation is received after the time specified, your original proxy
appointment will remain valid unless you attend the meeting and vote in
person.

5.4        Appointment of a proxy does not preclude you from attending
the meeting and voting in person. If you have appointed a proxy and attend the
Meeting in person, your proxy appointment will automatically be terminated.

6          Communication

6.1        Except as provided above, shareholders who have general
queries about the meeting should contact info@beaconrise.uk (no other methods
of communication will be accepted).

6.2        You may not use any electronic address provided either:

(a)        in this notice of general meeting; or

(b)        any related documents (including the proxy form),

to communicate with the Company for any purposes other than those expressly
stated.

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