REG - RC365 Holding PLC - Result of AGM

RC365 HoldingAnnouncement

12/09/2023 15:45

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RNS Number : 2053M  RC365 Holding PLC  12 September 2023

12 September 2023

 

RC365 Holding Plc

("RC365" or the "Company")

Results of Annual General Meeting

Following today's Annual General Meeting ("AGM"), convened by the Notice of
AGM dated 11 August 2023, RC365 is pleased to announce that all resolutions
set out in the Notice of AGM were approved by shareholders.

Proxy votes received in relation to each resolution were as follows:

 

 Resolution Number  Resolution                                                                       For      % For   Against  % Against  Withheld
 1                  To receive and adopt the audited financial statements for the year ended 31      358,587  95.78%  4,171    1.11%      11,590
                    March 2023 and the Reports of the Directors' and Auditors' thereon.
 2                  To approve the Remuneration Committee Report, as set out on pages 22 and 23 of   333,118  88.99%  29,240   7.81%      11,990
                    the Annual Report.
 3                  To reappoint Shipleys LLP as auditors of the Company and to authorise the        354,861  94.79%  12,086   3.23%      7,401
                    directors to determine their remuneration.
 4                  To reappoint Chi Kit Law as a Director of the Company.                           342,221  91.41%  23,279   6.22%      8,848
 5                  To reappoint Robert Alan Cairns as a Director of the Company.                    341,471  91.22%  24,029   6.42%      8,848
 6                  To reappoint Ajay Kumar Rajpal as a Director of the Company.                     352,179  94.08%  13,607   3.63%      8,562
 7                  To reappoint Timothy Wai Yiu Tang as a Director of the Company.                  342,336  91.45%  23,279   6.22%      8,733
 8                  THAT pursuant to Section 551 of the Companies Act 2006, the Directors be and     352,905  94.27%  13,628   3.64%      7,815
                    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 £418,448.64 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.
 9                  THAT, subject to the passing of resolution 8 above, the Directors be empowered   316,354  84.51%  28,176   7.53%      29,818
                    pursuant to section 571 of the Act to allot equity securities (within the
                    meaning of section 560 of the Act) for cash pursuant to the authority
                    conferred by resolution 8 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) the allotment of equity securities in connection with any offer by way of
                    rights or an open offer of relevant equity securities in connection with any
                    offer by way of rights or an open offer of relevant equity securities where
                    the equity securities respectively attributed to the interests of all holders
                    of relevant equity securities are proportionate (as nearly as may be) to the

                    respective numbers of relevant equity securities held by them but subject to
                    such exclusions or other arrangements as the Directors may deem necessary or
                    expedient to deal with equity securities which represent fractional
                    entitlements or on account of either legal or practical problems arising in
                    connection with the laws or requirements of any regulatory or other authority
                    in any jurisdiction; and

                    (b) otherwise than pursuant to paragraph (a) above, up to an aggregate nominal
                    amount of £62,767.30 being approximately 5 per cent. of the current issued
                    share capital of the Company.

                    Provided that the powers conferred by this resolution shall expire (unless
                    previously renewed, varied or revoked by the Company in general meeting) on a
                    date which is either 15 months from the date of the passing of this resolution
                    and the conclusion of the next Annual General Meeting of the Company (the
                    "Section 571 Period") but so that the company may at any time prior to the
                    expiry of the Section 571 Period make an offer or agreement which would or
                    might require equity securities to be allotted pursuant to these authorities
                    after the expiry of the Section 571 Period and the Directors may allot equity
                    securities in pursuance of such offer or agreement as if the authorities
                    hereby conferred had not expired.
 10                 THAT, subject to the passing of resolution above, the Directors be empowered     318,541  85.09%  27,426   7.33%      28,381
                    pursuant to section 571 of the Act and in addition to any authority granted
                    under resolution 9, to allot equity securities (within the meaning of Section
                    560 of the Act) for cash pursuant to the authority conferred by resolution 8
                    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) up to an aggregate nominal amount of £62,767.30 being approximately 5 per
                    cent. of the current issued share capital of the Company; 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 Directors determine to be an acquisition or other capital investment and
                    which is announced contemporaneously with the issue, or which has taken place
                    in the preceding six-month period and is disclosed in the announcement of the
                    issue.

                    Provided that the powers conferred by this resolution shall expire (unless
                    previously renewed, varied or revoked by the Company in general meeting) on a
                    date which is either 15 months from the date of the passing of this resolution
                    and the conclusion of the next Annual General Meeting of the Company (the
                    "Section 571 Period") but so that the company may at any time prior to the
                    expiry of the Section 571 Period make an offer or agreement which would or
                    might require equity securities to be allotted pursuant to these authorities
                    after the expiry of the Section 571 Period and the Directors may allot equity
                    securities in pursuance of such offer or agreement as if the authorities
                    hereby conferred had not expired.

 

As at the date of the AGM, the number of issued ordinary shares of the Company
was 128,534,591 shares. The total number of shares entitling the holders to
attend and vote for or against all resolutions was 125,534,591. In accordance
with the Company's Articles of Association, on a poll every member has one
vote for every share held. Votes withheld are not votes in law and have not
been counted in the calculation of the proportion of vote "for" or "against" a
resolution. Proxy appointments which gave discretion to the Chairman have been
included in the "for" total.

 

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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