REG - Caledonian Holdings - Proposed Acquisition of Aspire and other matters

Caledonian HoldingsAnnouncement

26/11/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251126:nRSZ9941Ia&default-theme=true

RNS Number : 9941I  Caledonian Holdings PLC  26 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.

26 November 2025

Caledonian Holdings plc

("Caledonian" or the "Company")

Proposed Acquisition of Aspire Commerce Group Limited, Entry into Working
Capital Loan Agreement and Execution of Deed of Priority

Caledonian Holdings plc (AIM: CHP) is pleased to announce that it has, on 25
November 2025, entered into a conditional agreement to acquire 100% of the
issued share capital of Aspire Commerce Group Limited ("Aspire") for a
consideration of £1, implying an enterprise value of £9,489,805 as at 25
November 2025 (the "Proposed Acquisition").

To support Aspire's short-term liquidity needs during the period prior to
completion, Caledonian has executed a loan agreement to provide
working-capital funding to Aspire of up to £600,000 (the "Facility"). The
Facility is being made available from the Company's existing cash resources
and follows on from the recently completed funding package with Yorkville
Advisors Global, LP which was intended to be utilised for investing in fintech
businesses in line with the Company's stated strategy.

The Company has also entered into a Deed of Priority with Aspire and its
existing lender(s) to govern ranking and enforcement rights during the interim
funding period.

Completion of the Proposed Acquisition is conditional upon:

·      receipt of regulatory change-of-control approval from the FCA;
and

·      approval by Caledonian shareholders of an amendment to the
Company's investing policy to permit majority ownership of portfolio
companies.

Strategic rationale

The Proposed Acquisition represents a significant step in delivering
Caledonian's strategy to build an integrated, technology-enabled
financial-services investment group. Aspire provides a highly complementary
platform that enables Caledonian to accelerate its fintech ambitions and
deploy capital in areas requiring regulated infrastructure.

The Proposed Acquisition:

·      establishes a core operating and technology platform capable of
supporting current accounts, FX, trade finance and business lending, giving
Caledonian an immediate footprint in regulated financial-services
infrastructure;

·      enables Caledonian to deploy complementary technologies and
service lines without repeated regulatory approval cycles, materially
shortening product development and time-to-market;

·      creates a scalable base for an integrated fintech ecosystem,
aligning with Caledonian's strategy to build capability across payments,
lending, data and financial operations under one group structure;

·      preserves and stabilises value through the Facility, ensuring
operational continuity during the transition period and protecting the
underlying technology and customer pipeline;

·      provides access to experienced operators and a developed
technology stack, avoiding the cost, time and execution risk associated with
building equivalent infrastructure internally; and

·      supports a value-accretive restructuring, with Aspire's lenders
indicating support for a long-dated repayment profile free from interest
accrual, improving Aspire's financial resilience post-acquisition.

The Board of Caledonian believe that Aspire will serve as a foundational
platform for Caledonian's financial-services strategy, enabling the Company to
scale more efficiently and expand into adjacent fintech verticals.

Aspire

Aspire is a one stop shop for current accounts, business finance and foreign
exchange transactions (FX). The company addresses the £22bn UK trade finance
gap through its proprietary technology and multi-asset ledger system,
operating under the leadership of experienced financial business builders who
have a proven track record within the payments and commercial lending markets.

 

The lending solutions, supported by fully functional current accounts and FX,
all provided in-house, allow businesses to handle cash flow problems and
pursue expansion opportunities which traditional lenders do not support.

 

For the year ended 31 December 2024, Aspire generated unaudited revenue of
£36,057 and reported a loss before tax of approximately £3,993,389. As at 31
December 2024, Aspire's unaudited net liabilities were £4,950,432.

 

Debt position and lender support

As at 24 November 2025, Aspire's non-current liabilities totalled £9,489,804,
largely comprising historic development funding used to build its technology
platform.

 

Caledonian has held discussions with Aspire's existing lenders, who have
indicated support for a comprehensive post-completion restructuring of these
liabilities. The restructuring, which will be part of the final agreed terms
on the Proposed Acquisition, is expected to deliver:

·      no capital repayments for an initial number of years following
completion;

·      cessation of interest accruing from completion; and

·      a long-dated, performance-aligned repayment schedule consistent
with Aspire's cashflow profile.

 

The Directors believe this restructuring will create a sustainable,
growth-oriented capital structure, unlocking the value inherent in Aspire's
technology and positioning the Company for long-term success.

 

Working Capital Facility Agreement

Under the Facility, Caledonian has agreed to make available a facility of up
to £600,000, structured as follows:

·      Total commitment: £600,000

·      Tranche 1: £300,000 advanced at signing of the Facility
agreement

·      Tranche 2: £300,000 available within 3 months at Caledonian's
discretion and subject to Aspire continuing to operate in the ordinary course
of its business

·      Purpose: exclusive general working-capital support for Aspire

·      Interest: 10% per annum, accruing daily and payable on redemption

·      Term: repayable on the earliest of:

o  two years from signing;

o  completion of the Proposed Acquisition; and

o  an event of default.

Repayment may be made at any time without penalty.

Warrants

As consideration for providing the Facility, Aspire has granted Caledonian
nil-cost warrants to subscribe for 9.99% of Aspire's issued share capital as
at the date of the loan agreement (the "Warrants").

·      The Warrants are exercisable at any time prior to completion of
the Proposed Acquisition or repayment of the Facility; and

·      The Warrants automatically lapse upon completion of the Proposed
Acquisition or full repayment of the Facility (whichever occurs first).

Ranking and Protections

In accordance with the Facility agreement:

·      the Facility constitutes senior, prior-ranking unsecured debt,
ranking ahead of all existing and future unsecured indebtedness of Aspire;

·      it remains subordinated only to secured or preferential
obligations required by law; and

·      Aspire may not incur debt ranking ahead of, or pari passu with,
the Facility without Caledonian's consent.

These terms are reinforced via the Deed of Priority.

Deed of Priority

The Deed of Priority governs the ranking between:

·      the Facility provided by Caledonian; and

·      Aspire's existing obligations.

It ensures:

·      Caledonian's interim funding is appropriately protected;

·      no cross-default or enforcement rights are triggered by drawing
the Facility; and

·      an orderly transition to the post-completion capital structure.

Effect of Completion of the Proposed Acquisition

Upon completion of the Proposed Acquisition:

·      all accrued but unpaid interest ceases to be payable;

·      the Caledonian's priority ranking ceases; and

·      the Warrants automatically lapse.

This reflects that the Facility is purely bridging finance for Aspire pending
the Proposed Acquisition.

Proposed change to Investing Policy

The Company's current investing policy does not allow for Caledonian to make
investments which will cause the Company to hold a majority equity interest in
an investee company. Pursuant to the Proposed Acquisition the Company is
proposing to acquire 100% of the issued share capital of Aspire. Therefore, in
order to complete the Proposed Acquisition, the Directors will propose the
investing policy is amended to allow the Company to take majority equity
interests in investee companies. To implement the amended investing policy,
shareholders will be required to approve a resolution at a general meeting of
the Company. The Directors expect to put this resolution to shareholders at
the annual general meeting of the Company which is to be held in the coming
weeks. A further update will be provided in due course.

Jim McColl, Executive Director of Caledonian, commented:

"The proposed acquisition of Aspire aligns with our strategy to build a
scalable technology-enabled financial-services group. The interim funding
ensures Aspire remains operationally stable ahead of completion and supports
the platform we intend to develop."

Adam Rigler, CEO of Aspire, commented:

"Partnering with Caledonian marks an important step for Aspire. The
working-capital support gives us the stability to continue serving customers
during the transition period, while aligning us with a long-term strategic
partner committed to expanding our platform and capabilities."

 

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

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDFZMZMMKNGKZZ



            Copyright 2019 Regulatory News Service, all rights reserved