REG - Caledonian Holdings - Proposed Fundraising and Notice of GM

Caledonian HoldingsAnnouncement

28/08/2025 07:00

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RNS Number : 9511W  Caledonian Holdings PLC  28 August 2025

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DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
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RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

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").

 

28 August 2025

 

Caledonian Holdings PLC

("Caledonian" or "the Company")

 

Proposed Fundraising

Posting of Circular and Notice of General Meeting

 

Caledonian Holdings PLC (AIM:CHP), the AIM-quoted investing company focused on
the financial services market, announces that it intends to undertake a
fundraising (the "Proposed Fundraising") to raise further funds via the issue
of new ordinary shares of 0.001p each ("Proposed Fundraising Shares") at an
issue price to be determined.

 

Highlights

 

·    AlbaCo Limited ("AlbaCo"), one of Caledonian's investee companies,
has received a banking license that is subject to AlbaCo raising a minimum of
£25 million of regulatory capital.

 

·    The Company intends to undertake the Proposed Fundraising to raise
further funds to invest directly into AlbaCo in support of its regulatory
capital fundraising.

 

The purpose of the Proposed Fundraising is for the Company to raise funds to
allow it to invest in AlbaCo, one of its investee companies which, as
announced on 27 August 2025, has received a banking license, subject to
raising a minimum of £25 million of regulatory capital and is set to become
Scotland's first bank dedicated exclusively to lending to small and
medium-sized enterprises - a market believed to have significant growth
potential. The Directors of Caledonian believe the Proposed Fundraising
represents a compelling opportunity for Caledonian to strengthen its position
as a growing financial services investment platform.

 

The Proposed Fundraising and the proposed further investment by Caledonian
into AlbaCo will be conditional on AlbaCo raising a minimum of £25 million of
regulatory capital.

 

In order to participate in AlbaCo's fundraising, the Company must make its
investment commitment by mid- September 2025. Given the short timeframe before
the investment must be made, the Company is seeking Shareholder approval for
the Proposed Fundraising in advance of it taking place. The Company has
therefore sent to Shareholders a circular containing a Notice of General
Meeting and Form of Proxy setting out further details regarding the Proposed
Fundraising.

 

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 12 September
2025.

 

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

 

For the avoidance of doubt, the Company has not yet raised any funds pursuant
to the Proposed Fundraising, nor have the terms of the Proposed Fundraising
been agreed, and there can be no guarantee that it will do so. A further
announcement will be made at the appropriate time to provide an update
regarding the Proposed Fundraising and its progress.

 

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
 Publication of the Circular (including Notice of General Meeting) and Forms of  27 August 2025
 Proxy
 Announcement of the Proposed Fundraising                                        28 August 2025
 Latest time and date for receipt of Forms of Proxy and electronic appointments  11.00 a.m. on 10 September 2025
 of proxies via CREST
 General Meeting                                                                 11.00 a.m. on 12 September 2025
 Announcement of the results of the General Meeting                              12 September 2025

 

 

 

 

LETTER FROM THE BOARD

 

1.     INTRODUCTION

The Company intends to undertake the Proposed Fundraising to raise further
funds via the issue of up to 600,000,000,000 Proposed Fundraising Shares at an
issue price to be determined.

The Directors believe the Proposed Fundraising represents a compelling
opportunity for Caledonian Holdings to strengthen its position as a growing
financial services investment platform. The funds raised will enable the
Company to make a meaningful and strategically important investment in its
investee company, AlbaCo Limited ("AlbaCo"). As announced by the Company on 27
August 2025, AlbaCo has been awarded a banking licence (conditional on
regulatory capital of a minimum of £25 million being raised) and is set to
become Scotland's first bank dedicated exclusively to lending to small and
medium-sized enterprises - a market believed to have significant growth
potential.

 

For Caledonian Holdings, this investment is more than a single transaction; it
marks a cornerstone in the Company's strategy to build exposure to innovative
and high-growth opportunities in financial services. By participating in
AlbaCo's fundraising, we have the opportunity to secure a more significant
stake in a business that is well positioned to deliver long-term value, while
reinforcing Caledonian Holdings' role as a platform for investors seeking
access to differentiated opportunities in the financial services sector.

 

In order to participate in AlbaCo's fundraising, the Company must make its
investment commitment by mid-September 2025. Given the short timeframe before
the investment has to be made, and the fact that the Company has insufficient
available headroom at the current time to issue new shares in relation to the
Proposed Fundraising, the Company is seeking Shareholder approval for the
Proposed Fundraising in advance of it taking place.

 

For the avoidance of doubt, the Company has not yet raised any funds pursuant
to the Proposed Fundraising, nor have the terms of the Proposed Fundraising
been agreed, and there can be no guarantee that it will do so. A further
announcement will be made at the appropriate time via a Regulatory Information
Service to update Shareholders regarding the Proposed Fundraising and its
progress.

 

The purpose of this document is to provide you with information regarding the
Proposed Fundraising and to explain why the Board considers it to be in the
best interests of the Company and its Shareholders as a whole and why it
unanimously recommends that Shareholders 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 PROPOSED FUNDRAISING

In June 2025, the Company invested £750,000 in cash in AlbaCo and on 13
August 2025, the Company completed a share swap of 5,797,101,449 new Ordinary
Shares in the Company at a price of 0.0043125p per Ordinary Share for 250,000
existing ordinary shares in AlbaCo. Following completion of the share swap in
AlbaCo, Caledonian Holdings has a 3.65 per cent. interest in AlbaCo's current
issued share capital.

 

The Company can now confirm that AlbaCo has received approval from the
Prudential Regulatory Authority, in conjunction with the Financial Conduct
Authority, to become a fully licensed UK deposit-taker. This approval is
subject only to confirmation and evidence that AlbaCo's required capital of
£25 million to meet the capital requirements and buffers for at least the
next 12 months based on AlbaCo's projected business plan are in place and on
the basis of AlbaCo's capital structure and majority of the authorisation
capital being as previously communicated with the regulator.

 

Therefore the purpose of the Proposed Fundraising is to provide the Company
with additional funds to seize the opportunity at AlbaCo to participate in its
regulatory capital fundraising and ultimately increase the Company's exposure
to an investee company which, subject to the regulatory capital being raised,
will become a licensed bank in the UK, setting the foundation for Caledonian
Holdings as a financial services investing company.

 

The Proposed Fundraising and the proposed further investment by Caledonian
into AlbaCo will be conditional on AlbaCo raising a minimum of £25 million of
regulatory capital.

 

3.     THE PROPOSED FUNDRAISING

The Company wishes to undertake the Proposed Fundraising to raise further
funds via the issue of up to 600,000,000,000 Proposed Fundraising Shares at an
issue price to be determined.

The Proposed Fundraising Shares, if issued in full, would represent
approximately 581 per cent. of the enlarged share capital of the Company (as
enlarged by the Proposed Fundraising Shares). The Proposed Fundraising Shares
will, if 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 Proposed Fundraising Shares, and will on issue be free of all claims,
liens, charges, encumbrances and equities.

 

The Proposed Fundraising is conditional upon, amongst other things, the
Company procuring investors to raise the funds, the agreement and entry into
of definitive documentation relating thereto, the Resolutions being duly
passed at the General Meeting and Admission at a date to be determined.

 

The Proposed Fundraising is not being underwritten by any person.

 

Shareholders should be aware that the Company has not yet raised any funds
pursuant to the Proposed Fundraising, nor have the terms of the Proposed
Fundraising been agreed, and there can be no guarantee that it will do so.
Shareholders should also be aware that the Resolutions must be passed by
Shareholders at the General Meeting in order for the Proposed Fundraising to
proceed. If the Resolutions are not passed, then neither the Proposed
Fundraising nor the investment in AlbaCo will occur.

 

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

 

4.     PROPOSED SHARE CONSOLIDATION

The Board considers that the number of Existing Ordinary Shares is unwieldly
in number, a position which will only be exacerbated if the Proposed
Fundraising proceeds. Therefore, the Board will seek to undertake a share
consolidation at the Company's annual general meeting later this year.

 

5.     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 12 September 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 Proposed Fundraising Shares on a non pre-emptive basis
subject to any funds being raised pursuant to the Proposed Fundraising.

 

●        Resolution 1 - authorises the Directors to allot Equity
Securities up to an aggregate nominal amount of £6,000,000 in respect of the
Proposed Fundraising; and

 

●        Resolution 2 - disapplies statutory pre-emption rights in
respect of the allotment of Equity Securities up to an aggregate nominal
amount of £6,000,000 in respect of the Proposed Fundraising.

 

 

6.     ACTION TO BE TAKEN BY SHAREHOLDERS

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

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 (http://www.sharegateway.co.uk/) .
(http://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 10 September 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 10 September 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.

 

7.     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/)
. (http://www.caledonianholdingsplc.com/)

 

8.     DIRECTORS' RECOMMENDATION

The Directors consider the Proposed Fundraising 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 17,802,982,717 Existing Ordinary Shares (representing approximately
17.24 per cent. of the Existing Ordinary Shares).

 

 

 

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