REG - Beacon Rise Holdings - Notice of GM

Beacon Rise HoldingsAnnouncement

04/03/2025 16:45

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RNS Number : 3363Z  Beacon Rise Holdings PLC  04 March 2025

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

If you have sold or otherwise transferred all of your ordinary shares in
Beacon Rise Holdings plc, please forward this document, together with the
accompanying Form of Proxy, at once to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer was
affected, for delivery to the purchaser or transferee. If you have sold or
otherwise transferred only part of your holding in the shares, you should
retain these documents and consult the stockbroker, bank or other agent
through whom the sale of transfer was effected.

 

 

BEACON RISE HOLDINGS PLC

 

(Incorporated and registered in England and Wales with registered no.
13620150)

 

NOTICE OF GENERAL MEETING

 

This document should be read as a whole. Your attention is drawn to the letter
from the Chairman of the Company which is set out in Part I of this document
and which recommends that you vote in favour of the resolution to be proposed
at the General Meeting referred to below.

Notice of the General Meeting, which will take place at Meeting Room 1, 8 Hermitage St, London, W2 1BE, on 21st March 2025 at 1:00pm, is set out in this document.

A Form of Proxy for use at the meeting is enclosed with this document and
should be returned as soon as possible and in any event so as to be received
by the Company no later than 9am on 19(th) March 2025.

Part 1

Letter from the Chairman of Beacon Rise Holdings plc

(Incorporated and registered in England and Wales with registered no.
13620150)

 

Directors:

Mr. Xiaobing Wang

Ms. Yunxia Wang

Mr. John Parker

Date: 04(th) March 2025

 

Dear Shareholder

General Meeting

 

1.         Introduction

 

I am pleased to inform you that a General Meeting (the "GM") of Beacon Rise
Holdings plc (the "Company") will be held at Meeting Room 1, 8 Hermitage St,
London, W2 1BE, on 21(st) March 2025 at 1:00pm.

 

The formal notice convening the GM (the "Notice") is set out in this document.
Further information on the resolution to be considered at the GM (the
"Resolution") is set out in section 2 (Resolution at the General Meeting)
below.

 

2.         Resolution at the General Meeting

 

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, reorganization or similar business
combination of an interest in an operating company or business or asset, for
another 12 months, being the period from 25 March 2025 to 24 March 2026.

 

3.         Voting

 

Each shareholder registered on the register of members of the Company at 1pm
on 21(st) March 2025 is entitled to vote on the Resolution contained in the
Notice. If you would like to vote on the Resolution but cannot come to the GM,
please complete a Form of Proxy and return it to the Company as soon as
possible and in any event so as to be received by it by 9am on 19(th) March
2025. Further information in relation to the Form of Proxy (including how to
return a completed proxy instruction) is set out in the Notice and on the
reverse of the Form of Proxy itself.

 

4.         Attendance

 

I hope that you will come to the GM, if you can. The Company is committed to
reducing paper and improving efficiency in its shareholder communications.
Therefore, you will not receive a hard copy Form of Proxy for the GM in the
post automatically. You may request a hard copy Form of Proxy directly from
the Company. Details on how to request and complete a hard copy Form of Proxy
are set out in this document.

 

Whether or not you intend to attend the GM, I would strongly encourage you,
regardless of the number of shares you own, to vote on the Resolution in the
manner detailed in the Notice, either electronically or by completing and
returning a hard copy Form of Proxy (available on request from the Company) as
soon as possible and in any event not later than 9am on 19(th) March 2025.

 

Completion and submission or return of the Form of Proxy does not prevent you
from attending and voting at the GM in person.

The Notice also includes instructions to enable you to vote electronically and
details of how to register to do so. The Resolutions set out in the Notice
will be voted on by way of a poll. All valid proxy votes (whether submitted
electronically or in hard copy form) will be included in the poll to be taken
at the GM.

 

 

Yours faithfully

 

 

_______________________

Xiaobing Wang

Chairman

 

Part 2

 

NOTICE OF GENERAL MEETING

 

Notice is hereby given that a General Meeting (the "Meeting" or the "GM") of
Beacon Rise Holdings PLC (the "Company") will be held at Meeting Room 1, 8
Hermitage St, London, W2 1BE, on 21(st) March 2025 at 1:00pm. You are being
asked to consider and vote on the resolution below (the "Resolution" which is
proposed as an ordinary resolution.

 

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 on 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. Such authority was sought last year and
approved by shareholders on 28 February 2024. 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 2025. 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 2025 to 24 March 2026.

 

By order of the Board

 

____________________

Xiaobing Wang

Chairman

Date: 04(th) March 2025

NOTES TO THE NOTICE OF GENERAL MEETING

 

Entitlement to attend and vote

1.    Voting at the General Meeting will be carried out on a poll.

2.    Only those shareholders entered on the register of members at 1pm on
21(st) March 2025 (or, in the event of any adjournment, on the 48 hours
(excluding any part of the day that is not a working day) prior to the
adjourned meeting) shall be entitled to vote at the GM. Changes to the
register of members after the relevant deadline shall be disregarded in
determining the rights of any person to attend or vote at the meeting.

 

Appointment of proxy

3.    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.

4.    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. (mailto: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.

 

Appointment of proxy by post

5.    The notes to the proxy form explain how to direct your proxy how to
vote on each Resolution.

6.    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 Kemp House,
160 City Road, London, EC1V 2NX; and

c)    received by the Company no later than 9am on 19(th) March 2025.

7.    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.

 

Appointment of proxies electronically

8.    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. (mailto:info@beaconrise.uk.) For an electronic proxy
appointment to be valid, your appointment must be received by the Company no
later than 9am on 19(th) March 2025.

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

Proxy voting

10.  In the case of a shareholder which is a corporation, the proxy form must
be executed in any of the following ways: (i) under its common seal; (ii) not
under its common seal but otherwise in accordance with the articles or
constitution; or (iii) signed on its behalf by a duly authorised officer of
the company or its authorised attorney.

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

12.  In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the order in which the
names of the joint holders appear in the register in respect of the joint
holding (the first-named being the most senior).

 

Changing proxy instructions

13.  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 applies in relation to amended
instructions; any amended proxy appointment received after the relevant
cut-off time will be disregarded.

14.  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. (mailto:info@beaconrise.uk.)

15.  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.

 

Termination of proxy appointment

16.  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; or

b)    sending an email to info@beaconrise.uk. (mailto:info@beaconrise.uk.)

17.  In either case, the revocation notice must be received by the Company no
later than 9am on 19(th) March 2025.

18.  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 GM and vote in person.

19.  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 GM in
person, your proxy appointment will automatically be terminated.

 

Appointment of proxies through CREST

20.  CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so using the procedure described
in the CREST Manual (available at www.euroclear.com
(http://www.euroclear.com/) ). (http://www.euroclear.com/) CREST personal
members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on
their behalf.

21.  In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (CREST Proxy Instruction)
must be properly authenticated in accordance with Euroclear UK & Ireland
Limited's specifications and must

contain the information required for such instructions, as described in the
CREST Manual (available via www.euroclear.com (http://www.euroclear.com/) ).
(http://www.euroclear.com/) The message, regardless of whether it constitutes
the appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy, must, in order to be valid, be transmitted so as
to be received by the Company's agent, Avenir (ID: RA20), by the latest
time(s) for receipt of proxy appointments. For this purpose, the time of
receipt will be taken to be the time (as determined by the timestamp applied
to the message by the CREST Applications Host) from which the issuer's agent
is able to retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time, any change of instruction to proxies appointed
through CREST should be communicated to the appointee through other means.

22.  CREST members (and, where applicable, their CREST sponsors or voting
service providers) should note that Euroclear UK & Ireland Limited does
not make available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in relation to the
input of CREST Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting service provider(s), to procure
their CREST sponsor or voting service provider(s) takes) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST
system by any particular time. In this connection, CREST members (and, where
applicable, their CREST sponsors or voting service providers) are referred, in
particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings (www.euroclear.com
(http://www.euroclear.com/) ). (http://www.euroclear.com/)

23.  The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities
Regulations 2001 (as amended). Members are advised to read the terms and
conditions of use on www.euroclear.com (http://www.euroclear.com/) carefully.

 

Corporate representatives

24.  Any corporation which is a shareholder can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
shareholder provided that they do not do so in relation to the same shares.

 

Issued shares and total voting rights

25.  As at the opening of business on 4(th) March 2025 (being the last
practicable date prior to publication of this document), the Company's issued
share capital comprised 1,180,333 shares of £1 each. Each share carries the
right to one vote at a general meeting of the Company and therefore the total
number of voting rights in the Company as at the opening of business on 21(st)
March 2025 is 1,180,333. As at the date of this document, the Company does not
hold any shares in treasury.

 

Voting

26.  Shareholders are requested to vote in advance of the GM either
electronically or by completing and returning the enclosed proxy form not
later than 9am on 19(th) March 2025. The results will be published on our
website www.beaconrise.uk (http://www.beaconrise.uk/) and will be released to
the London Stock Exchange.

27.  At the GM itself, the votes on each Resolution at the meeting will be
taken by poll rather than a show of hands. The results will be published on
our website www.beaconrise.uk (http://www.beaconrise.uk/) and will be released
to the London Stock Exchange.

 

Communication

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

29.  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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