REG - RC365 Holding PLC - Notice of General Meeting

RC365 HoldingAnnouncement

11/03/2024 07:00

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RNS Number : 3125G  RC365 Holding PLC  11 March 2024

11 March 2024

 

RC365 Holding Plc

("RC365" or the "Company")

Notice of General Meeting

RC365 Holding Plc ("RC365"), a company focusing on payment gateway solutions
and IT support and security services, gives notice that it has sent a notice
of General Meeting to shareholders to be held at Level 35, Two Pacific Place
88, Queensway, Admiralty, Hong Kong on Tuesday 27 March 2024 at 9:00am GMT and
5:00pm HKT. The principal purpose of the General Meeting will be to increase
its Directors' authorities to allot new Ordinary Shares.

On 4 March 2024, RC365 announced that it had entered into an unsecured
Convertible Loan Note ("CLN") with Mill End Capital Limited (the "Lender") for
up to £4 million. The net proceeds of the unsecured loan will be used for the
continuing development of the Company's existing operations with particular
focus on expanding operations in Malaysia, Japan and the UK.

The First Tranche of the CLN comprises £600,000, the Second Tranche of the
CLN comprises a further £1.4 million, which can be drawn at RC365's election
and subject to shareholder approval by 30 April 2024, and any Further Tranche
shall be at the written request of RC365 and discretion of the Lender,
provided that the aggregate amount issued pursuant to this CLN shall not
exceed £4 million.

The resulting number of Ordinary Shares to be issued shall be calculated at a
price per Ordinary Share ("Conversion Price") equal to 80% of the lowest
closing volume-weighted average price ("VWAP") of an Ordinary Share over five
trading days ending prior to the date of service of the Conversion Notice.

As per the announcement made on 12 September 2023, the Company currently has
authority to issue and allot up to 6,276,730 Ordinary Shares free of statutory
pre-emption rights. In order to enable the Company to issue any remaining new
Ordinary Shares required under the First Tranche and the new Ordinary Shares
required under the Second Tranche, the Company is required to increase its
Directors' authorities, which requires the approval of the shareholders of the
Company at a general meeting.

A copy of this notice convening the General Meeting and proxy form will also
available on the Company's website www.rc365plc.com.

 

For further information please contact:

 RC365 Holding plc

 Chi Kit LAW, Chief Executive Officer

                                                       T: +852 2251 1621

                                                       E: ir@rc365plc.com
 Guild Financial Advisory Limited - Financial Adviser

 Ross Andrews

 Evangeline Klaassen                                   T: +44 (0)7973 839767

                                                       E: ross.andrews@guildfin.co.uk

                                                       T: +44 (0)7972 841276

                                                       E: evangeline.klaassen@guild.co.uk

 

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