Caledonian Holdings - Placing to raise £1.05 million
15/07/2025 07:41
RNS Number : 0917R
Caledonian Holdings PLC
15 July 2025
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN,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").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
15 July 2025
Caledonian Holdings PLC
("Caledonian" or "the Company")
Placing to raise £1.05 million
Caledonian Holdings PLC (AIM:CHP), an AIM-quoted investing company focused on the financial services market, is pleased to announce a placing of 29,999,999,998 new ordinary shares of 0.001 pence each in the Company (the "Placing Shares") at an issue price of 0.0035 pence per Placing Share (the "Issue Price") to raise £1,050,000 (before expenses) (the "Placing").
The net proceeds raised from the Placing will primarily be used by the Company to accelerate its investment strategy in the financial services sector and strengthen the Company's executive and investment team supporting the Company's board of directors (the "Board" or the "Directors") led by Jim McColl, Executive Director.
Peterhouse Capital Limited ("Peterhouse") is acting as sole broker in connection with the Placing.
Highlights
- £1.05 million fundraise supported by both existing shareholders of the Company and new investors.
- Net proceeds raised are intended to be used to take advantage of the Company's pipeline of investment opportunities in the financial services sector and to strengthen the team at Caledonian as well as for general working capital purposes.
- The Placing will be conducted in two tranches as to: (i) 8,579,999,998 Placing Shares (the "Firm Placing Shares"), being referred to as the "Firm Placing"; and (ii) 21,420,000,000 Placing Shares (the "Conditional Placing Shares"), being referred to as the "Conditional Placing".
o The Firm Placing Shares will be allotted and issued utilising certain of the Company's unutilised existing authorities that were granted at the general meeting of the Company held on 24 March 2025 (the "March 2025 General Meeting").
o The issue and allotment of the Conditional Placing Shares is conditional, inter alia, upon the passing of the necessary resolutions to authorise such issue and allotment and disapply pre-emption rights (the "Fundraising Resolutions") to be put to shareholders of the Company at a general meeting of the Company to be convened in the next few days (the "General Meeting").
Jim McColl, Executive Director of Caledonian Holdings PLC, commented: "We are delighted with the strong support received for this fundraise, which will enable us to accelerate our strategy of backing high-potential businesses in the financial services sector. Our first investment in AlbaCo Limited demonstrates our commitment to this vision, and we look forward to building further momentum with a strengthened team and additional capital."
Background to and reasons for the Placing
In March 2025 the Company undertook a strategic change of direction which included implementing a revised investing policy with a focus on the financial services sector and involved a number of Board changes including the appointment of Jim McColl as an Executive Director of the Company. The Company also raised approximately £1.2 million (before expenses) to enable the Company to begin the implementation of the new strategy with the current Board members investing a total of £230,000.
In June 2025, the Company made its first new investment under the new Board and the revised investing strategy. The Company invested £750,000 in cash in AlbaCo Limited ("AlbaCo"), Scotland's first bank solely dedicated to lending to small and medium sized businesses. Following completion of the cash investment in AlbaCo, Caledonian has a 2.7% interest in AlbaCo's issued share capital. The Board is highly encouraged by AlbaCo's growth prospects and views this investment as a strong foundation for the Company's future direction.
The Company has an active pipeline of potential investments and the Board of Caledonian continues to assess investment opportunities that are a fit with its future strategy and direction, although at the present time discussions with prospective investee companies remain at an early stage.
The net proceeds from the Placing will provide the Company with additional funds to enable it to execute future investment opportunities in the financial services sector. Part of the net proceeds will also be allocated to strengthen the Company's executive and investment team who will be responsible for both managing the existing investment portfolio and assessing new investment opportunities.
Details of the Placing
Peterhouse, as agent for the Company, has conditionally raised £1.05 million (before expenses) through the placing of 29,999,999,998 Placing Shares at the Issue Price. The Issue Price represents a discount of approximately 6.7 per cent. to the Company's mid-market closing price of 0.00375 pence per share on 14 July 2025.
The Placing is being conducted in two tranches, as follows:
· a Firm Placing of 8,579,999,998 Firm Placing Shares to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis granted at the March 2025 General Meeting; and
· a Conditional Placing of 21,420,000,000 Conditional Placing Shares to be issued conditional upon the passing of the Fundraising Resolutions at the General Meeting.
The Placing Shares will represent approximately 30.8 per cent. of the enlarged issued share capital of the Company (as enlarged by the Placing Shares) and will rank pari passu with the existing ordinary shares of 0.001 pence each in the Company (the "Ordinary Shares").
The Firm Placing is conditional upon, amongst other things, First Admission (as defined below) becoming effective.
The Conditional Placing is conditional upon, amongst other things, the Resolution being duly passed at the General Meeting and Second Admission (as defined below) becoming effective on or before 8.00 a.m. on 6 August 2025 (or such later time and/or date as the Company and Peterhouse Capital may agree, but in any event by no later than 8.00 a.m. on 1 September 2025).
The Placing Shares were not, and are not being, offered to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
The Firm Placing is not conditional on the Conditional Placing or the passing of the Fundraising Resolutions at the General Meeting.
Warrants
Participants in the Placing will receive one warrant for every two Placing Shares subscribed for as part of the Placing (the "Warrants") which will result in the issue of 14,999,999,999 Warrants. The Warrants will be valid for two years from Second Admission (as defined below) and will have an exercise price of 0.0075 pence per Warrant. The Warrants have an accelerator clause: if the share price of the Company's shares is sustained at a price greater than 0.015 pence for five consecutive trading days the Company may choose to force execution of the Warrants at the exercise price of 0.0075 pence. The Company is obliged to write to each Warrant holder providing seven calendar days' notice to exercise the Warrants (the "Notice"), after which each Warrant holder will have up to 14 days to pay for the exercise of their Warrants, subject to the terms of the Warrant Deed. Warrants for which notice of execution is not given within 7 days from the date of Notice will be forfeited.
The issue of the Warrants will be subject to the passing of the Fundraising Resolutions at the General Meeting. The Warrants will be issued following Second Admission (as defined below).
Use of proceeds
It is intended that the net proceeds of the Placing will be used to make investments within the financial services sector, to strengthen the Company's team and for general working capital purposes.
Director and former Director participation in the Placing
Brent Fitzpatrick (Non-Executive Chairman) and Chris Cooke (Non-Executive Director), together with former director Emma Wilson, have conditionally subscribed for a total of 957,142,857 Placing Shares at the Issue Price as follows:
| Director / former Director | Current holding of Ordinary Shares | Subscription value (£) | Number of Firm Placing Shares subscribed for | Number of Conditional Placing Shares subscribed for | Resultant holding of Ordinary Shares following Second Admission | % of enlarged issued share capital (as enlarged by the Placing Shares) | Number of Warrants to be issued following Second Admission |
| Christopher Cooke* | 2,651,666,983* | 25,000 | 204,285,714 | 510,000,000 | 3,365,952,697 | 3.45% | 357,142,857 |
| Brent Fitzpatrick | 468,500,000 | 6,000 | 49,028,571 | 122,400,000 | 639,928,571 | 0.66% | 85,714,285 |
| Emma Wilson | 200,000,000 | 2,500 | 20,428,571 | 51,000,000 | 271,428,571 | 0.28% | 35,714,285 |
| 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 |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||||||
| a) | Name |
| ||||||||||||||||
| 2 | Reason for the notification | |||||||||||||||||
| a) | Position/status | See above | ||||||||||||||||
| b) | Initial notification /Amendment | Initial notification | ||||||||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||||||
| a) | Name | Caledonian Holdings PLC | ||||||||||||||||
| b) | LEI | 213800SWFEORWAP84393 | ||||||||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 0.001p each in Caledonian Holdings PLC Identification code (ISIN) for Caledonian Holdings PLC ordinary shares of 0.001P each:GB00BYZ9XC29 | ||||||||||||||||
| b) | Nature of the transaction | Purchase of ordinary shares in Placing | ||||||||||||||||
| c) | Price(s) and volume(s) |
| ||||||||||||||||
| d) | Aggregated information: - Aggregated volume - Price |
| ||||||||||||||||
| e) | Date of the transaction | 15 July 2025 | ||||||||||||||||
| f) | Place of the transaction | London Stock Exchange, XLON | ||||||||||||||||