REG - Caledonian Holdings - Posting of Circular and Notice of General Meeting

Caledonian HoldingsAnnouncement

21/07/2025 10:15

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RNS Number : 8649R  Caledonian Holdings PLC  21 July 2025

 

21 July 2025

 

Caledonian Holdings PLC

("Caledonian" or "the Company")

 

Posting of Circular and Notice of General Meeting

 

Further to the Company's announcement on 15 July 2025, Caledonian Holdings PLC
(AIM:CHP), an AIM-quoted investing company focused on the financial services
market, announces that it has posted a circular containing a Notice of General
Meeting and Form of Proxy to Shareholders setting out further details
regarding the proposed Placing.

 

The General Meeting is due to be held at the offices of Allenby Capital
Limited at 5 St. Helen's Place, London, EC3A 6AB at 11:00 a.m. on 6 August
2025.

 

Extracts from the Circular are appended to this announcement. The Circular is
available on the Company's website:
caledonianholdingsplc.com/investor-relations
(https://caledonianholdingsplc.com/investor-relations/) .

 

Capitalised terms in this announcement have the meaning ascribed to them in
the Definitions section of the Circular.

 

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

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

 Event                                                                           Timing
 Announcement of the Placing                                                     15 July 2025
 Admission and commencement of dealings of the Firm Placing Shares               21 July 2025
 Firm Placing Shares in uncertificated form expected to be credited to accounts  As soon as possible after 8.00 a.m. on 21 July 2025
 in CREST
 Dispatch of definitive share certificates for the Firm Placing Shares in        Within 10 Business Days of First Admission
 Certificated form
 Publication of the Circular (including Notice of General Meeting) and Forms of  18 July 2025
 Proxy
 Latest time and date for receipt of Forms of Proxy and electronic appointments  11.00 a.m. on 4 August 2025
 of proxies via CREST
 General Meeting                                                                 11.00 a.m. on 6 August 2025
 Announcement of the results of the General Meeting                              6 August 2025
 Admission and commencement of dealings in the Conditional Placing Shares        8.00 a.m. on 7 August 2025
 Conditional Placing Shares in uncertificated form expected to be credited to    As soon as possible after                8.00 a.m. on 7 August
 accounts in CREST                                                               2025
 Dispatch of definitive share certificates for the Conditional Placing Shares    Within 10 Business Days of Second Admission
 in Certificated form

 

 

SHARE CAPITAL AND TRANSACTION STATISTICS

 

 Issue Price for each Placing Shares                                          0.0035p
 Number of Existing Ordinary Shares in issue as at the date of this document  67,470,695,255
 Number of Firm Placing Shares                                                8,579,999,998
 Number of Conditional Placing Shares                                         21,420,000,000
 Number of Placing Shares                                                     29,999,999,998
 Number of Ordinary Shares in issue immediately following First Admission     76,050,695,253
 Number of Ordinary Shares in issue immediately following Second Admission    97,470,695,253
 Number of Warrants to be issued on completion of the Placing                 14,999,999,999
 Placing Shares as a percentage of the Enlarged Share Capital                 30.8 per cent.
 Gross proceeds of the Placing                                                £1.05 million
 Estimated net proceeds of the Placing                                        £0.97 million

 

 

 

LETTER FROM THE CHAIRMAN

 

 

1.    INTRODUCTION

 

On 15 July 2025, the Company announced it had conditionally raised gross
proceeds of £1.05 million via the Placing of 29,999,999,998 Placing Shares to
new and existing investors at the Issue Price of 0.0035 pence.

 

 

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 Company's general
meeting held on 24 March 2025; and

·    a Conditional Placing of 21,420,000,000 Conditional Placing Shares to
be issued conditional upon, amongst other things, the passing of certain of
the Resolutions at the General Meeting.

 

The Issue Price represents a discount of approximately 6.7 per cent. to the
closing mid-market price of 0.00375 pence per Ordinary Share on the Latest
Practicable Date.

 

The purpose of this document is to provide you with information regarding
these matters, to explain why the Board considers the Placing to be in the
best interests of the Company and its Shareholders as a whole and why it
unanimously recommends that you should vote in favour of the Resolutions to be
proposed at the General Meeting, notice of which is set out at the end of this
document.

 

2.    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 per cent. 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
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 of the Placing 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.

 

3.    THE PLACING

 

Peterhouse, as agent for the Company, has conditionally raised approximately
£1.05 million (before expenses) through a placing of 29,999,999,998 Placing
Shares with new and existing investors at the Issue Price.

 

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; and

·    a Conditional Placing of 21,420,000,000 Conditional Placing Shares to
be issued conditional upon, amongst other things, the passing of certain of
the Resolutions at the General Meeting.

 

The Placing Shares will represent approximately 30.8 per cent. of the Enlarged
Share Capital of the Company. The Placing Shares will, when issued, be
credited as fully paid up and will be issued subject to the Company's articles
of association and rank pari passu in all respects with each other and with
the other ordinary shares of the Company then in issue, including the right to
receive all dividends and other distributions declared, made or paid on or in
respect of the Ordinary Shares after the date of issue of the Placing Shares,
and will on issue be free of all claims, liens, charges, encumbrances and
equities.

 

The Firm Placing is conditional upon, amongst other things, First Admission
becoming effective.

 

The Conditional Placing is conditional upon, amongst other things, Resolutions
1 and 2 being duly passed at the General Meeting and Second Admission becoming
effective on or before 8.00 a.m. on 7 August 2025 (or such later time and/or
date as the Company and Peterhouse may agree, but in any event by no later
than 8.00 a.m. on 1 September 2025).

 

If the conditions for the Placing are not satisfied or waived (where capable
of waiver), the Placing will lapse and the Placing Shares will not be allotted
and issued and no monies will be received by the Company pursuant to the
Placing.

 

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 Placing is not being underwritten by Peterhouse nor any other person.

 

The Firm Placing is not conditional on the Conditional Placing or the passing
of the Resolutions at the General Meeting.

 

Shareholders should be aware that Resolutions 1 and 2 must be passed by
Shareholders at the General Meeting in order for the Conditional Placing to
proceed. If these Resolutions are not passed, only the proceeds of the Firm
Placing (estimated to be £0.30 million) will be received by the Company.

 

Admission

Application has been or, in the case of the Conditional Placing Shares, will
be made to the London Stock Exchange for the Placing Shares to be admitted to
trading on AIM.

 

It is expected that First Admission will become effective, and that dealings
in the Firm Placing Shares will commence, at 8.00 a.m. on 21 July 2025. It is
expected that Second Admission will become effective, and that dealings in the
Conditional Placing Shares will commence, at 8.00 a.m. on 7 August 2025.

 

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 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 exercise 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 exercise 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 Resolutions at
the General Meeting. The Warrants will be issued following Second Admission.

 

Existing and former Director participation in the Placing and Director
shareholdings

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 and
the Directors' interests in the Ordinary Shares and Warrants at Second
Admission will be as follows:

 

 Director / Former director  Holding of Ordinary Shares at the date of this document  Subscription value (£)   Number of Firm Placing Shares subscribed for  Number of Conditional Placing Shares subscribed for  Holding of Ordinary Shares at Second Admission  % of Enlarged Share Capital  Number of Warrants held on 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
 James McColl                -                                                        -                        -                                             -                                                    8,000,000,000                                   8.21%                        -

*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) has reduced to 2,651,666,983
Ordinary Shares representing 3.93% of the issued share capital of the Company
at the date of this document.

 

4.    USE OF PROCEEDS

 

It is intended that the net proceeds of the Placing, totalling approximately
£0.97 million, will be used to make investments within the financial services
sector, to strengthen the Company's team and for general working capital
purposes.

 

5.    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. 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. 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.

 

6.    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 Act 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 related party transactions.

 

A further announcement will be made via a Regulatory Information Service
regarding the Share Swap at the appropriate time.

 

7.    GENERAL MEETING

 

The notice convening the General Meeting of the Company, to be held at the
offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB at
11.00 a.m. on 6 August 2025, is set out at the end of this document.

 

Resolutions 1 and 2, as summarised below, will be proposed to seek
Shareholders' approval to grant new authorities to enable the Directors, inter
alia, to allot the Conditional Placing Shares and the Consideration Shares on
a non pre-emptive basis.

 

·    Resolution 1 - authorises the Directors to allot Equity Securities up
to an aggregate nominal amount of £507,971.02 in respect of the Placing and
the Share Swap; and

·    Resolution 2 - disapplies statutory pre-emption rights in respect of
the allotment of Equity Securities up to an aggregate nominal amount of
£507,971.02 in respect of the Placing and the Share Swap.

 

Each of Resolutions 3 and 4 are conditional on the passing of each of
Resolutions 1 and 2.

 

·    Resolution 3 - to authorise the Directors to allot Equity Securities
up to an aggregate nominal amount of £258,169.50 in respect of additional
issues of equity; and

·    Resolution 4 - to disapply statutory pre-emption rights in respect of
allotments of Equity Securities up to an aggregate nominal amount of
£103,267.80 in respect of additional issues of equity.

 

8.    ACTION TO BE TAKEN BY SHAREHOLDERS

 

General Meeting

Shareholders should check that they have received a Form of Proxy for use in
relation to the General Meeting with this document.

 

You are strongly encouraged to complete, sign and return your Form of Proxy in
accordance with the instructions printed thereon so as to be received, by post
or, during normal business hours only, by hand to Neville Registrars Ltd,
Neville House, Steelpark Road, Halesowen B62 8HD; or by registering your vote
online by visiting www.sharegateway.co.uk. Shareholders will need to use their
Personal Proxy Registration Code which is printed on their Form of Proxy to
facilitate this, as soon as possible but in any event so as to arrive by not
later than 11.00 a.m. on 4 August 2025 (or, in the case of an adjournment of
the General Meeting, not later than 48 hours before the time fixed for the
holding of the adjourned meeting).

 

If you hold Existing Ordinary Shares in CREST, you may appoint a proxy by
completing and transmitting a CREST proxy instruction to the Company's
registrars, Neville Registrars Limited (under Participant ID 7RA11) so that it
is received by not later than 11.00 a.m. on 4 August 2025.

 

Appointing a proxy in accordance with the instructions set out above will
enable your vote to be counted at the General Meeting in the event of your
absence. The completion and return of a Form of Proxy will not preclude you
from attending and voting in person at the General Meeting, or any adjournment
thereof, should you wish to do so.

 

9.    DOCUMENTS AVAILABLE

Copies of this document will be available to the public, free of charge, at
the Company's registered office during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted) for one month from the date
of this document. This document will also be available on the Company's
website, www.caledonianholdingsplc.com (http://www.caledonianholdingsplc.com)
.

 

10.  DIRECTORS' RECOMMENDATION

 

The Directors consider the Placing to be in the best interests of the Company
and Shareholders as a whole. The Directors also consider the passing of the
Resolutions to be in the best interests of the Company and the Shareholders as
a whole. Accordingly, the Directors recommend unanimously that Shareholders
vote in favour of the Resolutions to be proposed at the General Meeting, as
they intend to do in respect of their own shareholdings, which total
11,120,166,983 Existing Ordinary Shares (representing approximately 16.48 per
cent. of the Existing Ordinary Shares).

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