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Entry into £3m Convertible Loan Note Instrument

xAmplification
February 26, 2026
5 days ago

RC365 Holding plc (LSE: RCGH) has entered into a £3 million unsecured convertible loan note instrument with VBG Consulting Holdings Limited, pending approval from the UK Financial Conduct Authority (FCA). The loan notes, which mature in three years, carry a 12% coupon and a 6% facility fee, with the principal convertible into ordinary shares at a price of 1 penny per share. This financing initiative is aimed at bolstering the company's working capital and supporting its growth strategies, particularly as it looks to expand its footprint in the fintech and payment solutions sector across East and Southeast Asia.

This announcement follows RC365's ongoing efforts to strengthen its financial position and operational capabilities. The company has previously indicated its ambition to broaden its service offerings, which now include digital remittance and payment services, as well as foreign exchange and asset-linked credit card solutions. The recent acquisition of HC Capital has also positioned RC365 to enhance its service delivery in the competitive fintech landscape. Chi Kit Law, the Chief Executive Officer, highlighted that the execution of the convertible loan note instrument marks a significant step in securing committed financing, reinforcing the company’s growth strategy.

From a financial standpoint, RC365's balance sheet will benefit from the anticipated £3 million influx, although the loan notes remain conditional upon FCA approval. The company has not disclosed its current cash reserves, but the proceeds from this financing are expected to cover working capital requirements and facilitate corporate growth initiatives. The 12% coupon rate is relatively high, reflecting the risks associated with unsecured debt, but it may also indicate confidence from the lender in RC365's future prospects. The structure of the loan, which includes warrants for the lender, suggests an alignment of interests between RC365 and VBG Consulting Holdings.

In terms of peer comparison, RC365 operates in the fintech and payment solutions space, which is populated by several direct competitors. Notable peers include Paymentus Holdings Inc. (NYSE: PAY), a provider of cloud-based bill payment solutions, and Paysafe Limited (NYSE: PSFE), which offers payment processing services across various sectors. Additionally, Fintech Acquisition Corp. V (NASDAQ: FTCV) represents another comparable entity focusing on financial technology investments. While these companies differ in scale and specific service offerings, they share a commonality in the fintech domain, which allows for a contextual comparison of market strategies and growth trajectories.

The significance of this convertible loan note instrument lies in its potential to enhance RC365's operational capabilities and market positioning. By securing this financing, the company is better positioned to execute its growth initiatives, particularly as it seeks to expand into new markets, including the UK and Europe. The conversion feature of the loan notes could also lead to an increase in equity, thereby diluting existing shareholders but potentially enhancing the company's capital base for future investments. As RC365 navigates the competitive fintech landscape, this strategic financing move may serve to de-risk its operational framework and bolster its value creation pathway.

In conclusion, RC365 Holding's entry into the £3 million convertible loan note instrument represents a pivotal moment in its growth strategy. With the backing of VBG Consulting Holdings and the anticipated use of proceeds for working capital and expansion, the company is poised to leverage this financing to enhance its market presence. The ongoing developments in RC365's operational strategy, coupled with the financial support from the convertible loan notes, may provide a solid foundation for future growth and shareholder value enhancement.

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