REG - Beacon Rise Holdings - Notice of GM

Beacon Rise HoldingsAnnouncement

17/02/2026 07:00

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RNS Number : 2132T  Beacon Rise Holdings PLC  17 February 2026

17 February 2026

 

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

 

Notice of General Meeting

 

Beacon Rise (LSE: BRS) announces that a circular (the "Circular") containing a
notice convening the General Meeting of the Company (the "GM") will be posted
to shareholders today setting out further details in relation to:

 

·      The subdivision and redesignation of each existing ordinary share
of £1.00 each ("Ordinary Share") in issue into (i) one new ordinary share of
£0.0001 each (the "New Ordinary Share") and (ii) one new deferred share of
£0.9999 each (the "New Deferred Share") (together the "Share Capital
Reorganisation");

 

·      the grant of the directors' authority to allot shares and grant
rights to subscribe for or to convert any security into shares in the Company
up to a maximum aggregate nominal amount of £103.36 (which amounts to
1,033,600 New Ordinary Shares) representing approximately two-thirds of the
Company's issued share capital following the Share Capital Reorganisation;

 

·      the extension of the period for completing an initial transaction
by a further 12 months, from 24 March 2026 to 24 March 2027;

 

·      the adoption of new articles of association, with effect from the
Share Capital Reorganisation record date, as the articles of association of
the Company in substitution for, and to the exclusion of, the Company's
existing articles;

 

·      granting the directors' power to allot equity securities on a
non-pre-emptive basis limited to the allotment of equity securities up to an
aggregate nominal amount of £31.01 (which amounts to 310,100 New Ordinary
Shares) representing approximately 20 per cent. of the Company's issued share
capital following the Share Capital Reorganisation; and

 

·      allowing for a general meeting of the Company, other than an
annual general meeting, to be called on not less than 14 clear days' notice.

 

The GM will be held at Sheldon Room, Regus, 6th Floor, 2 Kingdom Street,
London, W2 6BD at 2.30 p.m. on 12 March 2026.

 

Proposed Share Capital Reorganisation

 

The directors of Beacon Rise (the "Board") are proposing that each existing
Ordinary Share of £1.00 will be subdivided into one New Ordinary Share of
£0.0001 each and one New Deferred Share of £0.9999 each.

 

Each New Ordinary Share will carry the same rights as each existing Ordinary
Share under the Company's articles of association . No new certificates will
be issued in relation to the existing Ordinary Shares, and the existing share
certificates will remain valid entitling the registered holder to the same
number of New Ordinary Shares.

 

Each New Deferred Share will have very limited rights and will effectively be
valueless. CREST accounts of Shareholders will not be credited in respect of
any entitlement to New Deferred Shares, and no share certificates will be
issued in respect of New Deferred Shares.

 

The New Deferred Shares will have the rights and restrictions as set out in
the Articles of Association in respect of deferred shares, which do not
entitle their holders to receive notice of or attend or vote at any general
meeting of the Company or to receive a dividend or other distribution and
provide the Company with the authority to transfer them at effectively nil
consideration per New Deferred Share to a custodian nominated by the Company.
The New Deferred Shares will not be admitted to trading on AIM or any other
exchange.

 

Following the passing of all the resolutions at the GM, the Company will
implement the Share Capital Reorganisation and make an application for
admission of the 1,550,333 New Ordinary Shares to trading on the main market
of the London Stock Exchange at 8:00 a.m. on 13 March 2026.

 

The number of ordinary shares in issue, and held by each Shareholder, will not
change. It is simply the nominal value of the existing Ordinary Shares which
will change. Accordingly, the Share Capital Reorganisation will result in the
issue of 1,550,333 New Ordinary Shares and 1,550,333 New Deferred Shares.

 

The New Ordinary Shares will continue to carry the same rights as those
attached to the existing Ordinary Shares, save for the change in nominal
value. The New Ordinary Shares will have the same ISIN number and SEDOL code
as the existing Ordinary Shares.

 

In accordance with UK Listing Rule 22.2.6R of the UK Financial Conduct
Authority (the "FCA"), copies of the following documents have been submitted
to the FCA and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) :

 

·      Circular;

·      Form of Proxy for the General Meeting (the "Proxy Form");

·      New Articles; and

·      A tracked changes version of the Company's existing articles of
association showing the changes made to these articles which are incorporated
in the New Articles (the "Comparison").

 

Publication on website

 

Copies of the Circular, the Proxy Form and the New Articles together with the
Comparison can also be viewed on the Company's website
at https://www.beaconrise.uk/index.php/investors/77-general-meeting
(https://www.beaconrise.uk/index.php/investors/77-general-meeting) .

 

Capitalised terms in this announcement shall have the same meaning as set out
in the Circular.

 

More information on the Company can be viewed at: www.beaconrise.uk
(http://www.beaconrise.uk/) .

 

Enquiries:

 Beacon Rise Holdings Plc

 Xiaobing Wang, Chief Executive Officer & Director       info@beaconrise.uk (mailto:info@beaconrise.uk)

 LDC Nominee Secretary Limited - Company Secretary       beaconrisecss@lawdeb.com

 Legal Entity Identifier (LEI)                           2138007PIYMZMBWD4M27

 

 

Expected Timetable of Principal Events

 

 Posting of the Circular, the Proxy Form and the New Articles                    17 February 2026
 Latest time for receipt of proxy appointments (via the Proxy Form, the CREST    2.30 p.m. 10 March 2026
 proxy voting service and the Holder Portal) in respect of the General Meeting

 Record time for those Shareholders on the Register of Members entitled to       Close of business on 10 March 2026
 attend or vote at the GM

 General Meeting                                                                 2.30 p.m. 12 March 2026
 Share Capital Reorganisation Record Date                                        6.00 p.m. on 12 March 2026
 Share Capital Reorganisation is effective((1))                                  6.00 p.m. on 12 March 2026
 Admission of the New Ordinary Shares((1))                                       8.00 a.m. on 13 March 2026

(1)           Assuming that the Share Capital Reorganisation
Resolutions are passed at the General Meeting.

Note:

 

If any of the details contained in the timetable above should change, the
revised time and dates will be notified to Shareholders by means of a
Regulatory Information Service announcement. All references to times and dates
in this announcement are to time and dates in London, United Kingdom.

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