REG - RC365 Holding PLC - Entry into £3m Convertible Loan Note Instrument

RC365 HoldingAnnouncement

26/02/2026 11:15

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RNS Number : 5625U  RC365 Holding PLC  26 February 2026

 

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

RC365 Holding plc

("RC365", the "Company" or the "Group")

Entry into £3,000,000 Convertible Loan Note Instrument

 

RC365 Holding plc (LSE: RCGH), an established payment solutions and fintech
company (the "Company"), announces that it has entered into a convertible loan
note instrument (the "CLN Instrument") with VBG Consulting Holdings Limited
(the "Lender"), constituting £3,000,000 unsecured convertible loan notes (the
"Loan Notes").

The CLN Instrument has been executed by the Company as a deed poll. The Loan
Notes have not yet been issued.

Conditionality and Funding Commitment

The Lender's obligation to subscribe for the Loan Notes is subject to a
condition precedent, being approval by the UK Financial Conduct Authority
("FCA") of a prospectus relating to the Loan Notes. Upon satisfaction of this
condition, the Lender will be obligated to subscribe for the full £3,000,000
principal amount in accordance with the terms of the CLN Instrument.

Key Terms of the Convertible Loan Notes

The principal terms of the CLN Instrument are summarised below, as set out in
the fully executed document:

The principal terms of the CLN Instrument are summarised below:

·      Principal Amount

£3,000,000 unsecured convertible loan notes.

·      Maturity

Three (3) years from the date of issuance of the Loan Notes.

·      Interest and Fees

o  12% rolled-up coupon accruing from issuance, payable on maturity or
conversion

o  6% facility fee payable in cash

o  6% warrants to the Lender on the same terms as the A share purchase
warrants

o  Lender's legal fees and expenses

o  The facility fee, together with interest, is payable on maturity or
conversion in accordance with the terms of the CLN Instrument.

·      Conversion

The Lender may convert outstanding principal, together with accrued interest
and, if elected, the facility fee, into ordinary shares of the Company at any
time up to the Maturity Date, subject to necessary legal and regulatory
approvals.

o  Conversion price: 1 penny per ordinary share

o  Each conversion share will be issued with:

§ one A share purchase warrant (exercise price equal to 100% of the
conversion price, each with a six-month term), and

§ one B share purchase warrant (exercise price equal to 125% of the
conversion price, each with a twelve-month term)

·      Takeover Code Protection

Conversion is restricted such that no Noteholder (together with any persons
acting in concert with it) may become interested in 30 per cent. or more of
the Company's voting rights following conversion, unless (i) a waiver of the
obligation to make a mandatory offer under Rule 9 of the Takeover Code has
been granted by the Panel on Takeovers and Mergers and approved by independent
shareholders, or (ii) such conversion would not give rise to an obligation to
make a mandatory offer under Rule 9 of the Takeover Code.

·      Security

The Loan Notes are unsecured.

·      Use of Proceeds

The proceeds, if and when drawn, are expected to be used to support the
Company's working capital requirements and corporate growth initiatives.

·      Condition Precedent

The Lender's obligation to subscribe for the Loan Notes arises only upon FCA
approval of the relevant prospectus. Prior to fulfilment of this condition
precedent, the Loan Notes remain authorised but unissued.

Commentary

Chi Kit Law, Chief Executive Officer of RC365, commented:

"The execution of today's Convertible Loan Note Instrument represents a
significant step forward in securing committed financing for RC365. Once the
FCA approves the prospectus, the Company will be able to issue the Loan Notes
and strengthen its balance sheet in support of our planned growth strategy. We
appreciate the continued support from VBG Consulting Holdings Limited."

The Directors of the Company accept responsibility for the contents of this
announcement. To the best of their knowledge, the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect its import.

-Ends-

 

 Enquiries:

 RC365 Holding plc
 Chi Kit LAW, Chief Executive Officer           T: +852 3157 1393

                                                E: ir@rc365plc.com (mailto:ir@rc365plc.com)

 Bowsprit Partners Limited (Financial Adviser)  T: +44 (0) 203 833 4430

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 the recently acquired HC Capital.

 

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 asset linked credit 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
(https://www.rc365plc.com)

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