THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR").
28 August 2025
Caledonian Holdings PLC
("Caledonian" or "the Company")
Proposed Fundraising
Posting of Circular and Notice of General Meeting
Caledonian Holdings PLC (AIM:CHP), the AIM-quoted investing company focused on the financial services market, announces that it intends to undertake a fundraising (the "Proposed Fundraising") to raise further funds via the issue of new ordinary shares of 0.001p each ("Proposed Fundraising Shares") at an issue price to be determined.
Highlights
· AlbaCo Limited ("AlbaCo"), one of Caledonian's investee companies, has received a banking license that is subject to AlbaCo raising a minimum of £25 million of regulatory capital.
· The Company intends to undertake the Proposed Fundraising to raise further funds to invest directly into AlbaCo in support of its regulatory capital fundraising.
The purpose of the Proposed Fundraising is for the Company to raise funds to allow it to invest in AlbaCo, one of its investee companies which, as announced on 27 August 2025, has received a banking license, subject to raising a minimum of £25 million of regulatory capital and is set to become Scotland's first bank dedicated exclusively to lending to small and medium-sized enterprises - a market believed to have significant growth potential . The Directors of Caledonian believe the Proposed Fundraising represents a compelling opportunity for Caledonian to strengthen its position as a growing financial services investment platform.
The Proposed Fundraising and the proposed further investment by Caledonian into AlbaCo will be conditional on AlbaCo raising a minimum of £25 million of regulatory capital.
In order to participate in AlbaCo's fundraising, the Company must make its investment commitment by mid- September 2025. Given the short timeframe before the investment must be made, the Company is seeking Shareholder approval for the Proposed Fundraising in advance of it taking place. The Company has therefore sent to Shareholders a circular containing a Notice of General Meeting and Form of Proxy setting out further details regarding the Proposed Fundraising.
The General Meeting is due to be held at the offices of Allenby Capital Limited at 5 St. Helen's Place, London, EC3A 6AB at 11:00 a.m. on 12 September 2025.
Extracts from the Circular are appended to this announcement. The Circular will shortly be made available on the Company's website: caledonianholdingsplc.com/investor-relations .
For the avoidance of doubt, the Company has not yet raised any funds pursuant to the Proposed Fundraising, nor have the terms of the Proposed Fundraising been agreed, and there can be no guarantee that it will do so. A further announcement will be made at the appropriate time to provide an update regarding the Proposed Fundraising and its progress.
Capitalised terms in this announcement have the meaning ascribed to them in the Definitions section of the Circular.
For further information, please contact:
| Caledonian Holdings plc Brent Fitzpatrick, Non-Executive Chairman Jim McColl, Executive Director |
Tel: +44 (0) 7950 389469 |
| Allenby Capital Limited (Nominated Adviser) |
Tel: +44 (0) 20 3328 5656 |
| Nick Athanas / Piers Shimwell |
|
| Peterhouse Capital Limited (Broker) |
Tel: +44 (0) 20 7469 0930 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Event |
Timing |
| Publication of the Circular (including Notice of General Meeting) and Forms of Proxy |
27 August 2025 |
| Announcement of the Proposed Fundraising |
28 August 2025 |
| Latest time and date for receipt of Forms of Proxy and electronic appointments of proxies via CREST |
11.00 a.m. on 10 September 2025 |
| General Meeting |
11.00 a.m. on 12 September 2025 |
| Announcement of the results of the General Meeting |
12 September 2025 |
LETTER FROM THE BOARD
1. INTRODUCTION
The Company intends to undertake the Proposed Fundraising to raise further funds via the issue of up to 600,000,000,000 Proposed Fundraising Shares at an issue price to be determined.
The Directors believe the Proposed Fundraising represents a compelling opportunity for Caledonian Holdings to strengthen its position as a growing financial services investment platform. The funds raised will enable the Company to make a meaningful and strategically important investment in its investee company, AlbaCo Limited ("AlbaCo"). As announced by the Company on 27 August 2025, AlbaCo has been awarded a banking licence (conditional on regulatory capital of a minimum of £25 million being raised) and is set to become Scotland's first bank dedicated exclusively to lending to small and medium-sized enterprises - a market believed to have significant growth potential.
For Caledonian Holdings, this investment is more than a single transaction; it marks a cornerstone in the Company's strategy to build exposure to innovative and high-growth opportunities in financial services. By participating in AlbaCo's fundraising, we have the opportunity to secure a more significant stake in a business that is well positioned to deliver long-term value, while reinforcing Caledonian Holdings' role as a platform for investors seeking access to differentiated opportunities in the financial services sector.
In order to participate in AlbaCo's fundraising, the Company must make its investment commitment by mid-September 2025. Given the short timeframe before the investment has to be made, and the fact that the Company has insufficient available headroom at the current time to issue new shares in relation to the Proposed Fundraising, the Company is seeking Shareholder approval for the Proposed Fundraising in advance of it taking place.
For the avoidance of doubt, the Company has not yet raised any funds pursuant to the Proposed Fundraising, nor have the terms of the Proposed Fundraising been agreed, and there can be no guarantee that it will do so. A further announcement will be made at the appropriate time via a Regulatory Information Service to update Shareholders regarding the Proposed Fundraising and its progress.
The purpose of this document is to provide you with information regarding the Proposed Fundraising and to explain why the Board considers it to be in the best interests of the Company and its Shareholders as a whole and why it unanimously recommends that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting, notice of which is set out at the end of this document.
2. BACKGROUND TO AND REASONS FOR THE PROPOSED FUNDRAISING
In June 2025, the Company invested £750,000 in cash in AlbaCo and on 13 August 2025, the Company completed a share swap of 5,797,101,449 new Ordinary Shares in the Company at a price of 0.0043125p per Ordinary Share for 250,000 existing ordinary shares in AlbaCo. Following completion of the share swap in AlbaCo, Caledonian Holdings has a 3.65 per cent. interest in AlbaCo's current issued share capital.
The Company can now confirm that AlbaCo has received approval from the Prudential Regulatory Authority, in conjunction with the Financial Conduct Authority, to become a fully licensed UK deposit-taker. This approval is subject only to confirmation and evidence that AlbaCo's required capital of £25 million to meet the capital requirements and buffers for at least the next 12 months based on AlbaCo's projected business plan are in place and on the basis of AlbaCo's capital structure and majority of the authorisation capital being as previously communicated with the regulator.
Therefore the purpose of the Proposed Fundraising is to provide the Company with additional funds to seize the opportunity at AlbaCo to participate in its regulatory capital fundraising and ultimately increase the Company's exposure to an investee company which, subject to the regulatory capital being raised, will become a licensed bank in the UK, setting the foundation for Caledonian Holdings as a financial services investing company.
The Proposed Fundraising and the proposed further investment by Caledonian into AlbaCo will be conditional on AlbaCo raising a minimum of £25 million of regulatory capital.
3. THE PROPOSED FUNDRAISING
The Company wishes to undertake the Proposed Fundraising to raise further funds via the issue of up to 600,000,000,000 Proposed Fundraising Shares at an issue price to be determined.
The Proposed Fundraising Shares, if issued in full, would represent approximately 581 per cent. of the enlarged share capital of the Company (as enlarged by the Proposed Fundraising Shares). The Proposed Fundraising Shares will, if issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with each other and with the other ordinary shares of the Company then in issue, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Proposed Fundraising Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.
The Proposed Fundraising is conditional upon, amongst other things, the Company procuring investors to raise the funds, the agreement and entry into of definitive documentation relating thereto, the Resolutions being duly passed at the General Meeting and Admission at a date to be determined.
The Proposed Fundraising is not being underwritten by any person.
Shareholders should be aware that the Company has not yet raised any funds pursuant to the Proposed Fundraising, nor have the terms of the Proposed Fundraising been agreed, and there can be no guarantee that it will do so. Shareholders should also be aware that the Resolutions must be passed by Shareholders at the General Meeting in order for the Proposed Fundraising to proceed. If the Resolutions are not passed, then neither the Proposed Fundraising nor the investment in AlbaCo will occur.
A further announcement will be made via a Regulatory Information Service regarding the Proposed Fundraising at the appropriate time.
4. PROPOSED SHARE CONSOLIDATION
The Board considers that the number of Existing Ordinary Shares is unwieldly in number, a position which will only be exacerbated if the Proposed Fundraising proceeds. Therefore, the Board will seek to undertake a share consolidation at the Company's annual general meeting later this year.
5. GENERAL MEETING
The notice convening the General Meeting of the Company, to be held at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB at 11.00 a.m. on 12 September 2025, is set out at the end of this document.
Resolutions 1 and 2, as summarised below, will be proposed to seek Shareholders' approval to grant new authorities to enable the Directors, inter alia , to allot the Proposed Fundraising Shares on a non pre-emptive basis subject to any funds being raised pursuant to the Proposed Fundraising.
● Resolution 1 - authorises the Directors to allot Equity Securities up to an aggregate nominal amount of £6,000,000 in respect of the Proposed Fundraising; and
● Resolution 2 - disapplies statutory pre-emption rights in respect of the allotment of Equity Securities up to an aggregate nominal amount of £6,000,000 in respect of the Proposed Fundraising.
6. ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders should check that they have received with this document a Form of Proxy for use in relation to the General Meeting.
You are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon so as to be received, by post or, during normal business hours only, by hand to Neville Registrars Ltd, Neville House, Steelpark Road, Halesowen B62 8HD; or by registering your vote online by visiting www.sharegateway.co.uk . Shareholders will need to use their Personal Proxy Registration Code which is printed on their Form of Proxy to facilitate this, as soon as possible but in any event so as to arrive by not later than 11.00 a.m. on 10 September 2025 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).
If you hold Existing Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST proxy instruction to the Company's registrars, Neville Registrars Limited (under Participant ID 7RA11) so that it is received by not later than 11.00 a.m. on 10 September 2025.
Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting, or any adjournment thereof, should you wish to do so.
7. DOCUMENTS AVAILABLE
Copies of this document will be available to the public, free of charge, at the Company's registered office during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for one month from the date of this document. This document will also be available on the Company's website, www.caledonianholdingsplc.com .
8. DIRECTORS' RECOMMENDATION
The Directors consider the Proposed Fundraising to be in the best interests of the Company and Shareholders as a whole. The Directors also consider the passing of the Resolutions to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own shareholdings, which total 17,802,982,717 Existing Ordinary Shares (representing approximately 17.24 per cent. of the Existing Ordinary Shares).
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