REG - Caledonian Holdings - Further investment in AlbaCo Limited

Caledonian HoldingsAnnouncement

31/10/2025 07:00

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RNS Number : 5929F  Caledonian Holdings PLC  31 October 2025

31 October 2025

Caledonian Holdings plc

("Caledonian" or "the Company")

Further investment in AlbaCo Limited

Significant shareholdings

Total voting rights

The Board of Caledonian Holdings plc is pleased to announce that it has
entered into a binding agreement with Moulsdale Investments Limited and Nevis
Investments Limited (together the "Alba Shareholders") pursuant to which each
Alba Shareholder will exchange 250,000 existing ordinary shares in AlbaCo
Limited ("AlbaCo"), valued at a price of £1.00 per AlbaCo share, for
6,250,000,000 new ordinary shares of 0.001 pence each in the Company
("Ordinary Shares") at an issue price of 0.0040 pence per share. In aggregate,
Caledonian will receive 500,000 ordinary shares in AlbaCo, valued at
£500,000, and will issue  12,500,000,000 new Ordinary Shares (the
"Consideration Shares") to the Alba Shareholders (the "Share Swap").

The issue price of 0.0040 pence per Caledonian share represents a premium of
45.45% to the Company's closing mid-market price of 0.00275p per Ordinary
share on 30 October 2025. The Consideration Shares are being issued utilising
the share authorities granted by Caledonian shareholders at the general
meeting of the Company held on 6 August 2025.

Following the Share Swap, Caledonian will hold 1,500,000 shares in AlbaCo
which is equivalent to 5.47% of AlbaCo's existing issued share capital.

Rationale for the Share Swap

The Board believes the Share Swap strengthens the alignment between Caledonian
and key AlbaCo shareholders and enhances Caledonian's investment position as
AlbaCo continues to progress its business and licencing ambitions. The
alignment via the Share Swap reinforces Caledonian's long-term commitment to
AlbaCo and allows both parties to benefit from AlbaCo's future development
while broadening Caledonian's shareholder base.

Significant shareholdings

Following Admission, Moulsdale Investments Limited and Nevis Investments
Limited will each be interested in 6,250,000,000 Ordinary Shares which is
equivalent to a respective interest of 5.40% of the Company's enlarged issued
share capital (as enlarged by the issue of the Consideration Shares).

Communication via quarterly investment updates

As the Company continues to implement its revised strategy of focusing on the
financial services sector, the Board has determined that it will no longer
publish separate quarterly investment updates. The quarterly investment
updates began in 2022 when the Company was pursuing a different strategy under
a different management team. The Company intends instead to keep shareholders
informed through regular announcements detailing investee company updates, as
well as other operational updates as appropriate.  The Board believes that
this will ensure timelier communication of the Company's progress to
shareholders and investors.

Admission and dealings

Application will be made to the London Stock Exchange plc for the
Consideration Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective and that dealings in the
Consideration Shares will commence at 8:00 a.m. on or around 5 November 2025.

Total Voting Rights

On Admission, the Company's issued ordinary share capital will consist of
Ordinary Shares, with one vote per share. The Company does not hold any
Ordinary Shares in treasury. Therefore, on Admission, the total number of
Ordinary Shares and voting rights in the Company will be 115,767,796,702. With
effect from Admission, this figure 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 to their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

David Moulsdale, Director of Moulsdale Investments Limited, commented:

"We are delighted to commit our AlbaCo shareholding into Caledonian and look
forward to supporting the Company's strategic journey as AlbaCo moves into
full operations. This transaction signals our confidence in the combination of
AlbaCo's momentum and Caledonian's investment platform."

Information on AlbaCo

AlbaCo aims to be a new bank with a clear vision and purpose - to support
small and medium-sized businesses as they develop their aspirations, grow and
realise their potential. AlbaCo aims to help SMEs grow by applying specialist
expertise and insight while forming strong and lasting relationships with its
customers. AlbaCo is not yet open to trade pending full regulatory banking
approval.

For the year ended 29 February 2024, AlbaCo reported a loss after tax of
approximately £8.96 million. As at 29 February 2024, AlbaCo's net assets were
£6.31 million.

For further information, see albacoltd.co.uk (https://www.albacoltd.co.uk/) .

 

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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