REG - RC365 Holding PLC - Repayment of Convertible Loan Amount

RC365 HoldingAnnouncement

18/12/2024 07:00

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RNS Number : 3773Q  RC365 Holding PLC  18 December 2024

 

 

18 December 2024

 

RC365 Holding plc

("RC365" or the "Company")

 

Repayment of Convertible Loan Amount

 

Repayment of Convertible Loan Amount

 

RC365 Holding plc (LSE: RCGH), an established payment solutions and fintech
company, announces the repayment of outstanding amount of £400,000 as at 1
November 2024 in relation to the convertible loan note issued on 4 March 2024
(the "Convertible Loan Note") to Mill End Capital Limited (the "Lender")by way
of (i) 27,500,000 ordinary shares as consideration equal to the outstanding
amount of £250,000; and (ii) repayment of the remaining amount of
£150,000.

 

Top-up Subscription Agreement

 

The Company is pleased to announce that it has entered into a top-up
subscription agreement with its principal shareholder, being LYS Limited, and
the Lender, pursuant to which:

 

(i)            LYS Limited has conditionally agreed to make
available to the Company a loan of £250,000  by way of settling on behalf of
the Company 27,500,000 ordinary shares to the Lender as repayment equal to the
outstanding amount of £250,000 pursuant to the Convertible Loan Note; and

(ii)           LYS Limited has conditionally agreed to subscribe
for, and the Company has conditionally agreed to issue to LYS Limited,
27,500,000 ordinary shares equal to the £250,000, which shall be satisfied by
way of offsetting the loan in the amount of £250,000 made available by LYS
Limited to the Company.

 

The loan made available by LYS Limited to the Company of £250,000 will bear
no interest rate, and shall be repayable in full on or before the repayment
date of XX December 2025.

 

Disclosure and Reporting

 

The Company will disclose this transaction to the Financial Conduct Authority
(FCA) and the London Stock Exchange (LSE) as per the Disclosure Guidance and
Transparency Rules (DTRs). A public announcement has been made to inform other
shareholders and stakeholders about the transaction.

 

Effective Date and Conditions Precedent

 

This Top-Up Subscription Agreement shall become effective upon compliance with
all rules and regulations of related regulated authorities, and the Companies
Act 2006 in the United Kingdom.

 

Chi Kit (Michael) LAW, Chief Executive Officer of RC365, said: "We are
delighted to repay the outstanding balance of Convertible Loan Note with the
amount of £400,000 through the conversion of shares and the payment of cash.
The Company has no further convertible financial instruments outstanding and
will start off from afresh going forward and a better 2025."

 

 

 

 

 

For further information please contact:

 

 RC365 Holding plc
 Chi Kit LAW, Chief Executive Officer  T: +852 2251 1621

                                       E: ir@rc365plc.com

 

About RC365 Holding plc

 

RC365 Holding plc (LSE: RCGH) is an established payment solutions and fintech
company. It operates primarily in East and Southeast Asia through its core
subsidiaries of Regal Crown Technology and RCPAY, and the recently-established
RC365 Solutions.

 

For over 10 years, the Company has delivered efficient and secure payment
gateway solutions and IT support and development services for payment and
financial systems, including ERP solutions. In 2021, it commenced providing
digital remittance and payment services, which expanded to include foreign
exchange and premium card solutions. These services are provided to
multinational merchants, SMEs and individuals. RC365 intends to expand into
the virtual banking market and geographically, including in the UK and wider
Europe.

For more information, visit: https://www.rc365plc.com
(https://www.rc365plc.com)

 

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