Notice of GM
RC365 Holding Plc has announced a General Meeting to be held on March 30th, 2026, primarily to seek shareholder approval for increasing directors' authorities to allot Ordinary Shares. This is in connection with a previously announced unsecured Convertible Loan Note of up to £3 million with VBG Consulting Holdings Limited, intended to fund the development of existing operations and expansion into UK, European, and ASEAN markets. The meeting will address the potential issuance of up to 1,296,000,000 Ordinary Shares, contingent on FCA approval of a prospectus, related to the conversion of the loan note, accrued interest, facility fees, and warrants.
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RC365 Holding Plc (LSE: RCGH), 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 Room I, 17/F, MG Tower, 133 Hoi Bun Road, Kwun Tong, Hong Kong on Monday 30th March 2026 at 10:00am BST and 5:00pm HKT.
On 26 February 2026, RC365 Holding Plc (the "Company") announced that, it had entered into an unsecured Convertible Loan Note ("CLN") with VBG Consulting Holdings Limited (the "Lender") for up to £3 million. The net proceeds of the unsecured loan will be used for the continuing development of the Company's existing operations in the Fintech Development, and with particular focus on expanding operations in UK, Europe and ASEAN market.
The principal purpose of the General Meeting will be to increase the Directors' authorities to allot new Ordinary Shares and specifically, in connection with the conversion of the outstanding principal, together with accrued interest and facility fee, 6% warrants, and A share and B share purchase warrants. In aggregate, a total of 1,296,000,000 Ordinary Shares may be issued up to three years from the date of issuance of the Loan Notes, conditional upon FCA approval of the relevant prospectus.
Full details are contained in the Notice of the General Meeting. A copy of the notice convening the General Meeting and proxy form will be available on the Company's website www.rc365plc.com.
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