REG - Caledonian Holdings - Admission of Subscription Shares and other matters
14/04/2025 08:15
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RNS Number : 8313E Caledonian Holdings PLC 14 April 2025
14 April 2025
Caledonian Holdings plc
(formerly Vela Technologies plc)
("Caledonian Holdings" or "the Company")
Admission of Subscription Shares
Issue of Warrants and Options
Further to the Company's announcement on 7 April 2025, the Board of Caledonian
Holdings, the AIM-quoted investing company, announces that, following receipt
of all outstanding Subscription monies, admission of the 10,920,000,000
Subscription Shares to trading on AIM took place at 8.00 a.m. today
("Admission").
Issue of warrants
Immediately following Admission, the Company issued 5,460,000,000 Warrants to
subscribe for new Ordinary Shares at a price of 0.0075 pence per Ordinary
Share, resulting in each recipient of Subscription Shares being issued with
one Warrant for every two Subscription Shares subscribed for. The terms of the
5,460,000,000 Warrants are as set out in the Company's announcement of 4 March
2025.
In addition, immediately following Admission, Peterhouse were granted warrants
to subscribe for 1,889,121,000 new Ordinary Shares (the "Broker Warrants")
exercisable at 0.0025p per share. The terms of the Broker Warrants are set out
in the Company's announcement of 6 March 2025.
Grant of Options
Immediately following Admission, the Company granted 13,325,883,776 Options to
Jim McColl (Executive Director) exercisable at 0.0025p per share. The Options
will be valid for two years from the date of the General Meeting (being 24
March 2025) and will vest upon the completion of the first investment that is
made by the Company since Jim McColl's appointment to the board on 4 March
2025.
The terms of the Options were as set out in the Company's announcement of 4
March 2025.
Directors' holdings
Following Admission, the holdings of the directors of the Company are as
follows:
Director Number of Subscription Shares subscribed for Holding on Admission
% on Admission
James McColl 8,000,000,000 8,000,000,000 11.86%
Christopher Cooke* 800,000,000 2,735,376,945 4.05%
Brent Fitzpatrick 400,000,000 468,500,000 0.69%
Total 9,200,000,000 11,203,876,945 16.61%
*Includes 83,709,962 Ordinary Shares held by Christopher Cooke's youngest
child who is under the age of 18 years.
The FCA notifications in relation to the Subscription Shares, Warrants and
Options, made in accordance with the requirements of the UK Market Abuse
Regulation, are appended further below.
Total voting rights
Following Admission, the Company's enlarged issued share capital will be
67,470,695,255 Ordinary Shares. The Company holds no Ordinary Shares in
Treasury. This figure of 67,470,695,255 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement shall have the same meaning as in
the announcement of 4 March 2025 unless otherwise defined herein.
For further information, please contact:
Caledonian Holdings plc Tel: +44 (0) 7950 389469
Brent Fitzpatrick, Non-Executive Chairman
Jim McColl, Executive Director
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
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1) Nigel Brent Fitzpatrick
2) James McColl
3) Christopher Cooke
2 Reason for the notification
a) Position/status 1) Non-Executive Chairman
2) Executive Director
3) Non-Executive Director
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 Ordinary Shares of 0.001p each
Identification code
GB00BYZ9XC29
b) Nature of the transaction Subscription for ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
1) 0.0025p per share 400,000,000
2) 0.0025p per share 8,000,000,000
3) 0.0025p per share 800,000,000
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 14 April 2025
f) Place of the transaction Outside of a trading venue
2
Reason for the notification
a)
Position/status
1) Non-Executive Chairman
2) Executive Director
3) Non-Executive Director
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
GB00BYZ9XC29
b)
Nature of the transaction
Subscription for ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
1) 0.0025p per share 400,000,000
2) 0.0025p per share 8,000,000,000
3) 0.0025p per share 800,000,000
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
14 April 2025
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1) Nigel Brent Fitzpatrick
2) James McColl
3) Christopher Cooke
2 Reason for the notification
a) Position/status 1) Non-Executive Chairman
2) Executive Director
3) Non-Executive Director
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 Ordinary Shares of 0.001p each
Identification code
GB00BYZ9XC29
b) Nature of the transaction Issue of warrants over ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
1) 0.0075p per share 200,000,000
2) 0.0075p per share 4,000,000,000
3) 0.0075p per share 400,000,000
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 14 April 2025
f) Place of the transaction Outside of a trading venue
2
Reason for the notification
a)
Position/status
1) Non-Executive Chairman
2) Executive Director
3) Non-Executive Director
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
GB00BYZ9XC29
b)
Nature of the transaction
Issue of warrants over ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
1) 0.0075p per share 200,000,000
2) 0.0075p per share 4,000,000,000
3) 0.0075p per share 400,000,000
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
14 April 2025
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name James McColl
2 Reason for the notification
a) Position/status Executive Director
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 Ordinary Shares of 0.001p each
Identification code
GB00BYZ9XC29
b) Nature of the transaction Grant of options over ordinary shares
c) Price(s) and volume(s) Price(s) Volume(s)
0.0025p per share 13,325,883,776
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 14 April 2025
f) Place of the transaction Outside of a trading venue
2
Reason for the notification
a)
Position/status
Executive Director
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
GB00BYZ9XC29
b)
Nature of the transaction
Grant of options over ordinary shares
c)
Price(s) and volume(s)
Price(s) Volume(s)
0.0025p per share 13,325,883,776
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
14 April 2025
f)
Place of the transaction
Outside of a trading venue
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