REG - HRC World PLC - Notice of AGM 2025
27/08/2025 09:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250827:nRSa8371Wa&default-theme=true
RNS Number : 8371W HRC World PLC 27 August 2025
NOTICE
OF ANNUAL
GENERAL MEETING 2025
When : 30 September 2025 at 10.30 am (UK time)/ 5.30 PM (
Malaysia time)
Where : Suite 2B-25-2, 25th Floor, Block 2B, Plaza Sentral,
Jalan Stesen 5, 50470 Kuala Lumpur, Malaysia
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,
bank manager, solicitor, accountant, fund manager or other appropriate
independent financial adviser, who is authorised under the Financial Services
and Markets Act 2000 if you are in the United Kingdom, or, if not, from
another appropriately authorised independent financial adviser. If you have
sold or otherwise transferred all your shares in HRC World Plc, you should at
once forward this document and the accompanying proxy card to the purchaser or
transferee, or to the bank or stockbroker or other agent through whom the sale
or transfer was effected, for transmission to the purchaser or transferee.
Letter to Shareholders
HRC World Plc
Registered in England & Wales
Company No. 10829936
Registered Office
Eastcastle House
27/28 Eastcastle Street
London W1W 8DH
United Kingdom
Directors
Alex George, Executive Director
Simon James Retter, Independent Non-Executive Director
Dr Md. Khussairiee Ahmad, Independent Non-Executive Director
Dr. Karthigayan Muthukaruppan, Non-Executive Director
Dear Shareholder
Annual General Meeting 2025
I am writing to invite you to our 2025 Annual General Meeting, which will be
held at our Head Office at Suite 2B-25-2, 25th Floor, Block 2B, Plaza Sentral,
Jalan Stesen 5, 50470 Kuala Lumpur, Malaysia, on 30 September 2025 at 10.30
am. (UK time)/ 5.30 pm ( Malaysia time). Whether or not you are able to attend
the Annual General Meeting, please complete and return the enclosed proxy
form. Further information on the ways you can appoint a proxy is given in
Notes to the Notice of Annual General Meeting. Completion and return of a
proxy form will not prevent you from attending and voting in person at the
Annual General Meeting.
The consideration of resolutions at the Annual General Meeting is important.
Your Directors believe that it is essential that the voting intentions of all
shareholders are taken into account, not just those who are able to attend the
Annual General Meeting. Shareholders (or their duly appointed proxies)
attending the Annual General Meeting will still have the opportunity to ask
questions and vote on each resolution.
You will find set out at the end of this document a notice convening the
Annual General Meeting of the Company for 10.30 am. (UK time)/ 5.30 pm
(Malaysia time). on 30 September 2025 at which resolutions will be
proposed:
1. to receive and adopt the Company's Annual Report and Accounts for
the financial year ended on 31 March 2025, and the reports of the Directors'
and Auditors' Report thereon;
2. to re-appoint, as a director of the Company, Alex George who, being
eligible, offers himself for re-appointment;
3. to re-appoint, as a director of the Company, Simon James Retter
who, being eligible, offers himself for re-appointment;
4. to re-appoint, as a director of the Company, Dr Md. Khussairiee
Ahmad who, being eligible, offers himself for re-appointment;
5. to re-appoint, as a director of the Company, Dr. Karthigayan
Muthukaruppan who, being eligible, offers himself for re-appointment;
6. to re-appoint RPG Crouch Chapman LLP as the auditors of the Company
until the conclusion of the next Annual General Meeting and to authorise the
Directors to determine the level of the remuneration of the auditors;
7. to grant the Directors authority to allot shares in the capital of
the Company;
8. to disapply the statutory pre-emption rights for certain shares;
and
9. to grant the Directors authority to purchase own shares.
Resolutions 1 and 5 are self-explanatory. Information on the other resolutions
is provided below. Resolutions 1 to 7 are ordinary resolutions which require
to be passed with the approval of a simple majority of shareholders present
and voting in person or by proxy or authorised representative. On a show of
hands each shareholder so present has one vote, but should a poll be demanded
each such shareholder has one vote for each share held by him or her.
Resolutions 8 and 9 are special resolutions that require to be passed with the
approval of 75% of shareholders, attending the meeting and entitled to vote.
As described above the voting may be by a show of hands or by poll.
Resolution 7: Authority to issue shares
Resolution 7 seeks an authority to allot shares, subject to the normal
pre-emption rights reserved to shareholders contained in the Companies Act
2006 (the "2006 Act"). The Association of British Insurers ("ABI") recommends
that a company seek an annual authority to allot up to a third of their issued
share capital; however, the ABI have issued further guidelines permitting a
company to seek authority to allot an additional third of their issued share
capital, provided such additional third is reserved for fully pre-emptive
rights issues of equity shares. Resolution 7 reflects the ABI's
recommendations.
Resolution 8: Disapplication of pre-emption rights
Resolution 8 covers the granting of a waiver of pre-emption rights over the
number of shares in resolution 7, as applicable, and up to 20 per cent of the
shares currently in issue for cash. The Directors consider it important to
renew this authority. In addition, the resolution allows the disapplication of
pre-emption rights to deal with the possibility of fractional entitlements and
legal or regulatory restrictions to a share issue.
Resolution 9: Authority to Purchase Own Shares
Resolution 9 seeks an authority, proposed as a special resolution, to make
purchases up to a maximum of 15,000,000 ordinary shares (being approximately
10% of the Company's issued share capital as at the Latest Practicable Date)
and specifies the maximum and minimum purchase prices for the shares. Any
shares purchased by the Company under this authority would be cancelled or
held as treasury shares. A maximum of 10% of the Company's issued share
capital may be held as treasury shares.
Action to be taken
A form of proxy for use at the Annual General Meeting is enclosed.
Shareholders are advised to complete and return the form of proxy in
accordance with the instructions printed on it so as to arrive at the
Company's registered office at MSP Corporate Services Limited at Eastcastle
House, 27/28 Eastcastle Street, London W1W 8DH, United Kingdom, as soon as
possible, but in any event no later than 10.30 am (BST) on 28 September 2025.
The return of a form of proxy or the electronic appointment of a proxy does
not preclude you from attending and voting at the Annual General Meeting if
you so wish.
Recommendation
The Directors consider that the resolutions to be proposed at the Annual
General Meeting are in the best interests of the Company and its shareholders,
and they recommend shareholders to vote in favour of the resolutions.
Yours faithfully,
Alex George
Chairman
27 August 2025
Notice of
Annual General meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of
HRC WORLD PLC (THE "COMPANY") WILL BE HELD AT SUITE 2B-25-2, 25TH FLOOR, BLOCK
2B, PLAZA SENTRAL, JALAN STESEN 5, 50470 KUALA LUMPUR, MALAYSIA ON 30
SEPTEMBER 2025 AT 10.30 am. (BST), TO PROPOSE THE RESOLUTIONS SET OUT BElow.
Copies of the company's audited financial statements, together with the
reports of the directors and the auditor, for the year ended 31 March 2025 can
be obtained at the "investor relations" tab of the company's website,
http://www.hrcplc.co.uk
ORDINARY RESOLUTIONS:
As ordinary business to consider and, if thought fit, to pass the following
resolutions, each of which will be proposed as an ordinary resolution:
1. To receive and adopt the Company's Annual Report and Accounts for
the financial year ended 31 March 2025, and the reports of the Directors'
and Auditors' Report thereon. ;
2. To re-appoint, as a director of the Company, Alex George who, being
eligible, offers himself for re-appointment.;
3. To re-appoint, as a director of the Company, Simon James Retter
who, being eligible, offers himself for re-appointment.;
4. To re-appoint, as a director of the Company, Dr Md. Khussairiee
Ahmad who, being eligible, offers himself for re-appointment.;
5. To re-appoint, as a director of the Company, Dr. Karthigayan
Muthukaruppan who, being eligible, offers himself for re-appointment.;
6. To re-appoint RPG Crouch Chapman LLP the Directors to determine
the level of the remuneration of the auditors..
7. That pursuant to Section 551 of the Companies Act 2006, the
Directors be and are generally and unconditionally authorised to exercise all
the powers of the Company to allot shares in the Company or to grant rights to
subscribe for or convert any security into shares in the Company up to an
aggregate nominal amount of €500,000 being approximately one-third of the
current issued share capital of the Company provided that this authority shall
expire (unless previously renewed, varied or revoked by the Company in general
meeting) at the conclusion of the next Annual General Meeting of the Company
or 15 months after the passing of this resolution (if earlier) except that the
Directors may before the expiry of such period make an offer or agreement
which would or might require shares to be allotted or rights granted after the
expiry of such period and the Directors may allot shares or grant rights in
pursuance of that offer or agreement as if this authority had not expired.
SPECIAL RESOLUTIONS:
As special business to consider and, if thought fit, to pass the following
resolutions, each of which will be proposed as a special resolution.
8. That, conditional on the passing of Resolution 7 above, the
directors be and are hereby authorised pursuant to section 570 of the Act, to
allot equity securities (as defined in section 560 of the Act) for cash
pursuant to the authority conferred by Resolution 7 above as if section 561 of
the Act did not apply to such allotment, provided that this power shall be
limited to the allotment of equity securities as follows:
(a) limited to the allotment of equity securities or sale of treasury
shares up to a nominal amount of €300,000; and
(b) used only for the purposes of financing (or refinancing, if the
authority is to be used within six months after the original transaction) a
transaction which the Board of the Company determines to be an acquisition or
other capital investment of a kind contemplated by the Statement of Principles
on Disapplying Pre-emption Rights most recently published by the Pre-emption
Group prior to the date of this notice,
such authority to expire 15 months after the date of the passing of this
resolution or at the conclusion of the next Annual General Meeting of the
Company, whichever occurs first (unless previously revoked or varied by the
Company in general meeting) but, in each case, prior to its expiry the Company
may make offers, and enter into agreements, which would, or might, require
equity securities to be allotted (and treasury shares to be sold) after the
authority expires and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.
9. That the Company be generally and unconditionally authorised for
the purposes of section 701 of the Companies Act 2006 to purchase ordinary
shares of the Company of €0.01 each in the capital of the Company on such
terms and in such manner as the directors may from time to time determine
provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to
be purchased is 15,000,000 representing approximately 10% of the issued
ordinary share capital of the Company as at 26 August 2025 being the latest
practicable date prior to the publication of the notice;
(b) the minimum price (exclusive of expenses) which may be paid for each
ordinary share is €0.01;
(c) the maximum price (exclusive of expenses) which may be paid for each
ordinary share shall not be more than 5% above the average of the market
values for an ordinary share as derived from the Nasdaq First North Copenhagen
Exchange's Daily Official List for the five business days immediately
preceding the date on which the ordinary share is purchased;
(d) unless previously renewed, varied or revoked by the Company in general
meeting, the authority hereby conferred shall expire 15 months after the date
of the passing of this resolution or at the conclusion of the next Annual
General Meeting of the Company, whichever occurs first (unless previously
revoked or varied by the Company in general meeting); and
(e) the Company may make a contract or contracts to purchase ordinary
shares under the authority conferred by this resolution prior to the expiry of
such authority which will or may be executed wholly or partly after the expiry
of such authority and may make a purchase of ordinary shares in pursuance of
any such contract or contracts.
BY ORDER OF THE BOARD
Joy Mazhambe
for MSP Corporate Services Limited
Company Secretary
27 August 2025
NOTES:
1. As a member of the Company you are
entitled to appoint a proxy to exercise all or any of your rights to attend,
speak and vote on your behalf at a general meeting of the Company.
2. A proxy does not need to be a
member of the Company but must attend the meeting to represent you. To appoint
as your proxy a person other than the Chairman of the meeting, insert their
full name in the box on your proxy form. If you sign and return your proxy
form with no name inserted in the box, the Chairman of the meeting will be
deemed to be your proxy. Where you appoint as your proxy someone other than
the Chairman, you are responsible for ensuring that they attend the meeting
and are aware of your voting intentions. If you wish your proxy to make any
comments on your behalf, you will need to appoint someone other than the
Chairman and give them the relevant instructions directly.
3. You may appoint more than one proxy
provided each proxy is appointed to exercise rights attached to different
shares. In the event of a conflict between a blank proxy form and a proxy form
which states the number of shares to which it applies, the specific proxy form
shall be counted first, regardless of whether it was sent or received before
or after the blank proxy form, and any remaining shares in respect of which
you are the registered holder will be apportioned to the blank proxy form. You
may not appoint more than one proxy to exercise rights attached to any one
share. To appoint more than one proxy you must complete a separate Form of
Proxy for each proxy or, if appointing multiple proxies electronically, follow
the instructions given on the relevant electronic facility. Members can copy
their original Form of Proxy, or additional Forms of Proxy can be obtained
from MSP Corporate Services Limited at Eastcastle House, 27/28 Eastcastle St,
London W1W 8DH, United Kingdom or Company's website (www.hrcplc.co.uk)
4. The return of a completed proxy
form, other such instrument or any CREST proxy instruction (as described in
note 13 below) 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.
5. To direct your proxy how to vote on
the resolutions mark the appropriate box on your proxy form with an 'X'. To
abstain from voting on a resolution, select the relevant "Vote withheld" box.
A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If no
voting indication is given, your proxy will vote or abstain from voting at his
or her discretion. Your proxy will vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before the meeting.
6. To be valid any proxy form or other
instrument appointing a proxy must be:
6.1 completed and signed;
6.2 sent or delivered to MSP Corporate Services Limited at
Eastcastle House, 27/28 Eastcastle Street, London W1W 8DH; and
6.3 received by MSP Corporate Services Limited no later than 10.30
a.m. BST, on 28 September 2025
6.4 received via email agm2025@hrcplc.co.uk. no later than 10.30
a.m. BST on 28 September 2025
7. 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
Company's register of members in respect of the joint holding (the first-named
being the most senior).
8. In the case of a member which is a
company, your proxy form must be executed under its common seal or signed on
its behalf by a duly authorised officer of the Company or an attorney for the
Company.
9. Any power of attorney or any other
authority under which your proxy form is signed (or a duly certified copy of
such power or authority) must be included with your proxy form.
10. 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.
11. You may not use any electronic address
provided in your proxy form to communicate with the Company for any purposes
other than those expressly stated.
12. CREST members who wish to appoint a
proxy or proxies through the CREST electronic proxy appointment service may do
so for the Annual General Meeting and any adjournment(s) thereof by using the
procedures described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed a voting
service provider should refer to their CREST sponsors or voting service
provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be
valid, the appropriate CREST message (a 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. The message must be
transmitted so as to be received by the Company's agent, Avenir Registrars Ltd
(CREST Participant ID: RA20), no later than 48 hours, excluding any day that
is not a business day, before the time appointed for the meeting. For this
purpose, the time of receipt will be taken to be the time (as determined by
the time stamp applied to the message by the CREST Application Host) from
which the Company's agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsor or voting service
provider 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, to procure that
his CREST sponsor or voting service provider 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 sponsor or voting service provider are referred in
particular to those sections of the CREST manual concerning practical
limitations of the CREST system and timings.
13 Any corporation which is a member can
appoint one or more corporate representatives who may exercise on its behalf
all of its powers as a member provided that they do not do so in relation to
the same shares.
14 Any member attending the meeting has
the right to ask questions. The Company has to answer any questions raised by
members at the meeting which relate to the business being dealt with at the
meeting unless:
14.1 to do so would interfere unduly with the
preparation for the meeting or involve the disclosure of confidential or
'inside' information;
14.2 the answer has already been given on a website in
the form of an answer to a question; or
14.3 it is undesirable in the interests of the Company
or the good order of the meeting to answer the question.
15 Any shareholder may individually
rescind their approval of the Company sending notices or other documentation
to them by electronic means by notice in writing to the Company at MSP
Corporate Services Limited at Eastcastle House, 27/28 Eastcastle Street,
London W1W 8DH United Kingdom
THE DIRECTORS OF HRC WORLD PLC ACCEPT RESPONSIBILITY FOR THIS ANNOUNCEMENT
About HRC World Plc
HRC World Plc is an England & Wales incorporated public company with
registration number 10829936 and is quoted the Aquis Stock Exchange Growth
Market Access Category ("AQSE") HRC World is actively engaged in the
development and operation of data centre facilities. Its end-to-end
capabilities span Engineering, Procurement, Construction, Commissioning
(EPCC), and full Operations & Maintenance (O&M) services. In addition
to its focus on small to medium-scale distributed data centres, HRC World is
committed to sustainable innovation-developing renewable energy solutions
including solar, hydroelectric, wind, biogas, and exploring emerging
technologies such as nano-nuclear reactors.
Further information may be found at the Company's website: www.hrcplc.co.uk
(http://www.hrcplc.co.uk)
Company contact details
HRC World Plc
+603 7786 0500
info@hrcplc.co.uk (mailto:info@hrcplc.co.uk)
Optiva Securities Limited (AQSE Corporate Adviser) Tel: +44 (0) 20 3137 1902
Mr. Vishal Balasingham
http://www.rns-pdf.londonstockexchange.com/rns/8371W_1-2025-8-27.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8371W_1-2025-8-27.pdf)
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END NEXPKOBQABKKKFB