REG - Caledonian Holdings - Placing to raise £1.05 million
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RNS Number : 0917R Caledonian Holdings PLC 15 July 2025
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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").
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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 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
Number of Conditional Placing Shares subscribed for
Christopher Cooke* 2,651,666,983* 25,000 204,285,714 3,365,952,697 3.45%
510,000,000 357,142,857
Brent Fitzpatrick 468,500,000 6,000 49,028,571 639,928,571 0.66%
122,400,000 85,714,285
Emma Wilson 200,000,000 2,500 20,428,571 271,428,571 0.28%
51,000,000 35,714,285
*The current holding of Chris Cooke now excludes 83,709,962 Ordinary Shares
held by Chris Cooke's youngest child who is now over the age of 18 years. As a
result of Chris Cooke's daughter now being over the age of 18, his existing
shareholding (as defined under the AIM Rules for Companies) has reduced to
2,651,666,983 Ordinary Shares representing 3.93% of the current issued share
capital of the Company.
Related party transaction
Brent Fitzpatrick and Chris Cooke are existing directors of the Company and
Emma Wilson has been a director of the Company within the past 12 months, and
as such are considered related parties of the Company for the purposes of the
AIM Rules for Companies. The participation of Brent Fitzpatrick, Chris Cooke
and Emma Wilson in the Placing constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies. The Company's independent
director (being Jim McColl, Executive Director), having consulted with the
Company's nominated adviser, Allenby Capital Limited, considers that the terms
of the participation of Brent Fitzpatrick, Chris Cooke and Emma Wilson in the
Placing are fair and reasonable insofar as the Company's shareholders are
concerned.
Admission
Application will be made shortly to the London Stock Exchange plc for the Firm
Placing Shares to be admitted to trading on AIM ("First Admission"). It is
expected that First Admission will become effective and that dealings in the
Firm Placing Shares on AIM will commence at 8:00 a.m. on or around 21 July
2025.
Application will be made to the London Stock Exchange plc for the Conditional
Placing Shares to be admitted to trading on AIM ("Second Admission"). Subject
to, inter alia, the passing of the Fundraising Resolutions at the General
Meeting, it is anticipated that Second Admission will become effective and
that dealings in the Conditional Placing Shares will commence on AIM at 8.00
a.m. on or around 7 August 2025.
General Meeting
The General Meeting is proposed to be held at 11 a.m. on 6 August 2025. A
circular, which will provide further details of the Placing and include a
notice convening the General Meeting, will be sent to shareholders in the next
few days. A further announcement will be made to confirm this in due course.
Update on AlbaCo Share Swap
As previously announced by the Company on 10 June 2025, as part of the
Company's investment in AlbaCo, the Company intends to also acquire 250,000
existing ordinary shares in AlbaCo from Jim McColl (Executive Director of
Caledonian and major shareholder and director of AlbaCo) at a price of £1.00
per share through the issue of 5,797,101,449 new ordinary shares in the
Company (the "Consideration Shares") at a price of 0.0043125p per share (the
"Share Swap").
The Company has now completed the valuation exercise that is required under
section 593 of the Companies Act 2006 to enable the Share Swap to proceed. The
Company now intends to proceed with completing and entering into the necessary
documentation on the Share Swap in line with these previously announced terms.
The issue of the Consideration Shares and the completion of the Share Swap
will now be subject to the Company obtaining the necessary share authorities
at the General Meeting. The Share Swap will also be subject to the necessary
requirements of Rule 13 of the AIM Rules for Companies for related party
transactions.
A further announcement will be made on the Share Swap at the appropriate time.
Total voting rights
On First Admission, the Company's issued ordinary share capital will consist
of 76,050,695,253 Ordinary Shares, with one vote per share. The Company does
not hold any Ordinary Shares in treasury. Therefore, on First Admission, the
total number of Ordinary Shares and voting rights in the Company will be
76,050,695,253. With effect from First 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.
A further announcement will be made in relation to the total voting rights in
the Company's share capital following Second Admission.
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
Director/PDMR UK MAR disclosures
The following notification, made in accordance with the requirements of the UK
Market Abuse Regulation, gives further details.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Name Position
Christopher Cooke Non-Executive Director
Brent Fitzpatrick Non-Executive Chairman
Emma Wilson Company Secretary
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 Ordinary shares of 0.001p each in Caledonian Holdings PLC
Identification code
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) Name Price(s) (pence) No. of Firm Placing Shares No. of Conditional Placing Shares
Christopher Cooke 0.0035 204,285,714 510,000,000
Brent Fitzpatrick 0.0035 49,028,571 122,400,000
Emma Wilson 0.0035 20,428,571 51,000,000
d) Aggregated information: Name Placing Shares Value (£)
Christopher Cooke 714,285,714 25,000
- Aggregated volume Brent Fitzpatrick 171,428,571 6,000
Emma Wilson 71,428,571 2,500
- Price
e) Date of the transaction 15 July 2025
f) Place of the transaction London Stock Exchange, XLON
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)
Name Price(s) (pence) No. of Firm Placing Shares No. of Conditional Placing Shares
Christopher Cooke 0.0035 204,285,714 510,000,000
Brent Fitzpatrick 0.0035 49,028,571 122,400,000
Emma Wilson 0.0035 20,428,571 51,000,000
d)
Aggregated information:
- Aggregated volume
- Price
Name Placing Shares Value (£)
Christopher Cooke 714,285,714 25,000
Brent Fitzpatrick 171,428,571 6,000
Emma Wilson 71,428,571 2,500
e)
Date of the transaction
15 July 2025
f)
Place of the transaction
London Stock Exchange, XLON
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