18 December 2024
RC365
Holding plc
("RC365"
or the "Company")
Repayment
of Convertible Loan Amount
Repayment of Convertible Loan
Amount
RC365 Holding plc (LSE: RCGH), an
established payment solutions and fintech company, announces the
repayment of outstanding amount of £400,000 as at 1
November 2024 in relation to the convertible loan
note issued on 4 March 2024 (the "Convertible Loan Note") to Mill End
Capital Limited (the "Lender")by way of (i) 27,500,000
ordinary shares as consideration equal to the outstanding amount of
£250,000; and (ii) repayment of the remaining amount of
£150,000.
Top-up
Subscription Agreement
The Company is pleased to announce
that it has entered into a top-up subscription agreement with its
principal shareholder, being LYS Limited, and the Lender, pursuant
to which:
(i)
LYS Limited has conditionally agreed to make
available to the Company a loan of £250,000 by way of
settling on behalf of the Company 27,500,000
ordinary shares to the Lender as repayment equal to the outstanding
amount of £250,000 pursuant to the Convertible Loan Note;
and
(ii)
LYS Limited has conditionally agreed to subscribe for, and the
Company has conditionally agreed to issue to LYS Limited,
27,500,000 ordinary shares equal to the £250,000,
which shall be satisfied by way of offsetting the loan in the
amount of £250,000 made available by LYS Limited to the
Company.
The loan made available by LYS
Limited to the Company of £250,000 will bear no interest rate, and shall be repayable in full on
or before the repayment date of XX December 2025.
Disclosure and Reporting
The Company will disclose this transaction to
the Financial Conduct Authority (FCA) and the London Stock Exchange
(LSE) as per the Disclosure Guidance and Transparency Rules (DTRs).
A public announcement has been made to inform other shareholders
and stakeholders about the transaction.
Effective Date and Conditions
Precedent
This Top-Up Subscription Agreement
shall become effective upon compliance with all rules and
regulations of related regulated authorities, and the Companies Act
2006 in the United Kingdom.
Chi Kit (Michael) LAW, Chief Executive
Officer of RC365, said: "We are delighted to
repay the outstanding balance of Convertible Loan Note with the
amount of £400,000 through the conversion of
shares and the payment of cash. The Company has no
further convertible financial instruments outstanding and will
start off from afresh going forward and a better
2025."
For further information please
contact:
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RC365 Holding
plc
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Chi Kit LAW, Chief Executive Officer
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T: +852 2251 1621
E: ir@rc365plc.com
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About RC365
Holding plc
RC365 Holding plc (LSE: RCGH) is an established
payment solutions and fintech company. It operates primarily in
East and Southeast Asia through its core subsidiaries of Regal
Crown Technology and RCPAY, and the recently-established RC365
Solutions.
For over 10 years, the Company has
delivered efficient and secure payment gateway solutions and IT
support and development services for payment and financial systems,
including ERP solutions. In 2021, it commenced providing digital
remittance and payment services, which expanded to include foreign
exchange and premium card solutions. These services are provided to
multinational merchants, SMEs and individuals. RC365 intends to
expand into the virtual banking market and geographically,
including in the UK and wider Europe.
For more information, visit:
https://www.rc365plc.com