RC365 Holding PLC Result of AGM (2053M)
12 Septembre 2023 - 4:31PM
UK Regulatory
TIDMRCGH
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 Resolution For % For Against % Against Withheld
Number
To receive and adopt
the audited financial
statements for the year
ended 31 March 2023 and
the Reports of the Directors'
1 and Auditors' thereon. 358,587 95.78% 4,171 1.11% 11,590
---------------------------------- -------- ------- -------- ---------- ---------
To approve the Remuneration
Committee Report, as
set out on pages 22 and
2 23 of the Annual Report. 333,118 88.99% 29,240 7.81% 11,990
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To reappoint Shipleys
LLP as auditors of the
Company and to authorise
the directors to determine
3 their remuneration. 354,861 94.79% 12,086 3.23% 7,401
---------------------------------- -------- ------- -------- ---------- ---------
To reappoint Chi Kit
Law as a Director of
4 the Company. 342,221 91.41% 23,279 6.22% 8,848
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To reappoint Robert Alan
Cairns as a Director
5 of the Company. 341,471 91.22% 24,029 6.42% 8,848
---------------------------------- -------- ------- -------- ---------- ---------
To reappoint Ajay Kumar
Rajpal as a Director
6 of the Company. 352,179 94.08% 13,607 3.63% 8,562
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To reappoint Timothy
Wai Yiu Tang as a Director
7 of the Company. 342,336 91.45% 23,279 6.22% 8,733
---------------------------------- -------- ------- -------- ---------- ---------
THAT pursuant to Section
551 of the Companies
Act 2006, the Directors
be and 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 GBP418,448.64
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
8 had not expired. 352,905 94.27% 13,628 3.64% 7,815
---------------------------------- -------- ------- -------- ---------- ---------
THAT, subject to the
passing of resolution
8 above, the Directors
be empowered 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 GBP62,767.30
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
9 had not expired. 316,354 84.51% 28,176 7.53% 29,818
---------------------------------- -------- ------- -------- ---------- ---------
THAT, subject to the
passing of resolution
above, the Directors
be empowered 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 GBP62,767.30
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
10 had not expired. 318,541 85.09% 27,426 7.33% 28,381
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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
R oss Andrews T: +44 (0)7973 839767
Evangeline Klaassen E: ross.andrews@guildfin.co.uk
T: +44 (0)7972 841276
E: evangeline.klaassen@guild.co.uk
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