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
|