REG - Caledonian Holdings - £3.5m funding package with Yorkville

Caledonian HoldingsAnnouncement

14/11/2025 08:00

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RNS Number : 5890H  Caledonian Holdings PLC  14 November 2025

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.

14 November 2025

Caledonian Holdings PLC

("Caledonian" or the "Company")

£3.5m funding package with Yorkville

Provides funding for further investment into AlbaCo, other investment
opportunities and working capital

Highlights

·    £500,000 cash subscription at 0.0035 pence per ordinary share

·    £3 million unsecured convertible loan note issuance

·    £12 million At-The-Market equity issuance facility launched

·    Funding will allow immediate further investment into AlbaCo Limited
("AlbaCo"), an existing investee company of Caledonian and one of the UK's
most promising new banking institutions, created to support small and
medium-sized businesses as they develop their aspirations, grow and realise
their potential.

The Board of Caledonian Holdings PLC (AIM: CHP), the AIM-quoted investment
company focused on financial services and technology-enabled businesses, is
pleased to announce that it has entered into a series of investment agreements
with YA II PN Ltd ("YA"), an institutional investor managed by Yorkville
Advisors Global, LP ("Yorkville"), to provide a mix of equity and convertible
debt funding alongside an At-The-Market Subscription Facility (the "ATM")
arranged with AlbR Capital Limited ("AlbR Capital"), the Company's broker.

The agreements provide the Company with immediate capital through a £0.5
million equity subscription (the "Subscription") and a flexible £3 million
unsecured convertible loan note facility (the "CLN"), alongside an ATM
programme of up to £12 million, to strengthen the Company's balance sheet and
support its next stage of growth, including further investment into AlbaCo and
other fintech businesses.

Yorkville is an investment manager providing flexible financing solutions to
businesses worldwide. Since its inception, Yorkville has structured and
executed transactions totalling approximately $7.5 billion with more than 750
companies in 22 countries.

Strategic Rationale

This combined funding structure provides Caledonian with:

 

·      Immediate equity capital to accelerate near-term investment into
AlbaCo.

·      Flexible access to further funding to support operational growth
and portfolio expansion.

·   Reduced dilution risk, through premium conversion pricing, controlled
issuance and strong market safeguards.

·  Alignment with long-term value creation, linking Yorkville's returns to
the Company's market performance.

Together, the facilities strengthen Caledonian's financial position ahead of
key regulatory and investment milestones and provide the flexibility to manage
working capital without reliance on a single capital source.

   Key Terms

 

   Equity Subscription

 

YA will subscribe £500,000 for 14,285,714,286 new ordinary shares (the
"Subscription Shares") at a price of 0.0035 pence per Subscription Share,
equivalent to the closing mid-market price of the Company's ordinary shares on
13 November 2025.

The Subscription Shares are being issued utilising the share authorities
granted by Caledonian shareholders at the general meeting of the Company held
on 12 September 2025.

The net proceeds from the Subscription, supplemented by certain existing cash
resources, will be utilised by Caledonian to make an immediate further
£500,000 investment into AlbaCo on the terms set out in the Company's
announcement of 7 October 2025. This further drawdown by AlbaCo is expected to
occur shortly and will complete Caledonian's subscription of £1m into AlbaCo
as a prepayment towards Caledonian's participation in AlbaCo's forthcoming
authorisation capital raise. In addition to this £1m investment, Caledonian
holds 1,500,000 shares in AlbaCo which is equivalent to 5.47% of the AlbaCo's
existing issued share capital.

 

The Subscription demonstrates institutional confidence in Caledonian's
investment strategy and forms part of a broader funding partnership with
Yorkville.

Convertible Loan Note Facility

The key terms of the CLN are as follows:

·      Principal amount: £3 million.

·      Security: the obligations of the Company under the CLN shall be
unsecured.

·      Maturity date: 12 months with effect from 14 November 2025, being
the closing date of the CLN.

·      Interest: 5% per annum, payable in line with amortisation.

·      Conversion price: the CLN be converted into new ordinary shares
in Caledonian at 0.0042 pence per share, representing a 20% premium to the
closing mid-market share price on the trading day immediately prior to the
completion date (being 13 November 2025) (the "Closing Price").

·      Monthly amortisation: £300,000 plus accrued interest per month
over a 10 month period, beginning 60 days after completion.

·      No short-selling, forward-hedging, or discounted conversion
rights permitted.

·      Fees totalling £205,000 (inclusive of a 1% commitment fee) will
be deducted from the gross proceeds of the CLN.

·      YA has agreed only to convert such number of its CLN as would
cause YA to be interested in a maximum of 29.99% of the issued share capital
and total voting rights of the Company at any time.

·      Use of proceeds: working capital, further investment into AlbaCo
and to provide funding for other financial services investment opportunities.

At-the-Market (ATM) Subscription Facility

As a condition to entering into the CLN the Company has put in place an ATM
facility of up to £12 million with its broker, AlbR Capital. The purpose of
the ATM is to provide the Company with a flexible mechanism to issue new
ordinary shares in the Company and raise capital to, initially, repay the
amortisation of the CLN, and thereafter to support the Company's ongoing
investment activities and general working capital requirements in line with
its stated investing policy.

The key terms of the ATM facility are:

·      Total facility: up to £12 million.

·      Drawdowns entirely at the Company's discretion, at prices
determined by the Company, in conjunction with its Broker, AlbR Capital, and
prevailing market trading levels.

·      No obligation on the Company to utilise the facility.

AlbR Capital shall undertake, on a reasonable endeavours basis, to facilitate
the placing of new ordinary shares pursuant to the ATM ("New Securities"). The
Company shall have the right to place New Securities with AlbR Capital by
giving notice to AlbR Capital, at an issue price to be agreed upon by the
Company and AlbR Capital.

In no event shall the number of New Securities transferred to AlbR Capital
cause the aggregate number of New Securities of the Company beneficially owned
by AlbR Capital and its affiliates to exceed 3% of the Company at any one
time.

Upon completion of each sale of New Securities, AlbR Capital shall remit to
the Company the amount equal to 97% of the gross sale proceeds (following
deduction of, inter alia, costs of sale and commissions).

For so long as the CLN remains outstanding, the Company shall use any proceeds
from the ATM to repay the CLN, unless waived by YA.

 

Issue of Warrants

In connection with the CLN, the Company has entered into a warrant agreement
to grant YA with warrants to subscribe for up to 15,000,000,000 new ordinary
shares in the Company (the "Warrants"). The Warrants have a term of three
years and an exercise price of 0.0042 pence per share (the "Exercise Price").

The Warrants, following 60 days from the date of the warrant agreement, will
vest monthly at a rate such that the number of warrants vesting multiplied by
the Exercise Price equals an aggregate value of £75,000, provided that a
monthly amortisation payment of £300,000 is due and payable to YA in that
respective month. If the CLN is prepaid, all Warrants that have not already
been vested will immediately vest. The Company may elect for YA to exercise
the Warrants if the Company's shares have traded at a price of 0.0055 pence
(being a 30% premium to the Exercise Price) for 20 or more consecutive trading
days and there has been no event of default under the CLN.

 

Governance and Safeguards

The Board and its advisers have ensured that the agreements incorporate the
highest standards of governance and shareholder protection, addressing prior
market concerns around variable-rate structures. Key safeguards include:

·      No short-selling or hedging permitted by Yorkville or its
affiliates.

·      Floor pricing and daily volume limits on share sales.

·      Independent oversight of all drawdowns and conversions.

·      Transparency through RNS disclosure for each tranche of shares
issued.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of
14,285,714,286 ordinary shares, being the Subscription Shares of
14,285,714,286, to trading on AIM ("Admission"). It is expected that Admission
will become effective, and dealings will commence at 8.00 a.m. on or around 19
November 2025. The Subscription Shares will be issued fully paid and will rank
pari passu in all respects with the Company's existing Ordinary Shares.

Following Admission, the total number of Ordinary shares in the capital of the
Company in issue will be 130,053,510,988 with voting rights. This figure may
be used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time.

Jim McColl, Executive Director of Caledonian Holdings PLC, commented:

"This investment marks a significant step forward in Caledonian's capital
strategy. The immediate equity funding from Yorkville, combined with the
optionality of the convertible loan and ATM facility, provides us with a
flexible and scalable structure to fund our investment into AlbaCo and other
opportunities. The arrangements have been carefully structured to protect
shareholders and ensure alignment with the long-term growth of the business."

For further information, please contact:

 Caledonian Holdings plc                       Tel: +44 (0) 7950 389469

 Jim McColl, Executive Director

 Brent Fitzpatrick, Non-Executive Chairman

 Allenby Capital Limited (Nominated Adviser)   Tel: +44 (0) 20 3328 5656
 Nick Athanas / Piers Shimwell

 AlbR Capital Limited (Broker)                 Tel: +44 (0) 20 7469 0930

 

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