REG - Caledonian Holdings - Result of AGM

Caledonian HoldingsAnnouncement

Mon 15:45

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RNS Number : 8505D  Caledonian Holdings PLC  11 May 2026

11 May 2026

 

Caledonian Holdings plc

("Caledonian" or "the Company")

 

Result of Annual General Meeting

 

Share consolidation

 

Adoption of a revised investing policy

 

The Board of Caledonian (AIM: CHP), the AIM-quoted investing company focused
on financial services and financial technology opportunities, is pleased to
announce that all resolutions proposed at its Annual General Meeting ("AGM")
held earlier today were duly passed.

Share Consolidation

As a result of resolution 14 being passed at today's AGM, the proposed
consolidation of every 1000 ordinary shares of 0.001p per share into one new
ordinary share of 1p per share will now take effect from close of business
today (the "Share Consolidation"). As part of the Share Consolidation the
Company has issued 12 additional shares to ensure the total issued share
capital of the Company is divisible by 1000. Upon implementation of the Share
Consolidation, shareholders on the register of members of the Company at the
Record Date, 6.00 p.m. on 11 May 2026, will exchange every 1000 Existing
Ordinary Shares for 1 New Ordinary Share. Further details on the Share
Consolidation are set out in the notice of AGM dated 17 April 2026.

Application for Admission and Total Voting Rights

Application has been made for the 130,053,511 New Ordinary Shares in issue
following the Share Consolidation becoming effective to be admitted to trading
on AIM. It is expected that Admission will become effective at 8.00 a.m. on 12
May 2026.

Following Admission, the Company will have 130,053,511 Ordinary Shares in
issue, each with one voting right. There are no shares held in treasury.
Therefore, the Company's total number of Ordinary Shares and voting rights
will be 130,053,511. This figure may be used by shareholders from Admission 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
Company under the FCA's Disclosure Guidance and Transparency Rules.

Adoption of a revised investing policy

Following the passing of resolution 13, the Company has now adopted its
revised investing policy as set out in the announcement released on 20 April
2026 and the Company's notice of AGM. This revised investing policy will be
made available shortly on the Company's website
(https://caledonianholdingsplc.com/about/investment-policy/
(https://caledonianholdingsplc.com/about/investment-policy/) ).

Results from the Annual General Meeting

The proxy voting results of the Resolutions are set out below:

 Resolutions at Annual General Meeting                                           Votes For*      % of votes cast**  Votes Against  % of votes cast**  Votes Withheld***  Total votes cast****
 ORDINARY RESOLUTIONS
 1. To receive the Company's annual report and accounts for the financial year   30,577,547,397  99.06%             289,612,719    0.94%              650,869,129        30,867,160,116
 ended 31 March 2025 together with the reports of the Directors and auditors.

 2. To reappoint Adler Shine LLP as auditor.                                     27,009,295,949  87.50%             3,857,864,167  12.50%             650,869,129        30,867,160,116

 3. To authorise the Directors to determine the remuneration of the auditor.     30,568,649,386  99.05%             293,829,942    0.95%              655,549,917        30,862,479,328

 4. Re-election of Brent Fitzpatrick as a Director.                              25,531,665,016  82.74%             5,325,330,157  17.26%             661,034,072        30,856,995,173

 5. Re-election of Christopher Cooke as a Director                               30,551,017,479  98.98%             316,273,899    1.02%              650,737,867        30,867,291,378

 6. Re-election of James McColl as a Director                                    30,551,115,479  98.98%             316,275,899    1.02%              650,637,867        30,867,391,378

 7. That the Company be authorised to complete the proposed acquisition of       30,573,778,659  99.05%             293,612,719    0.95%              650,637,867        30,867,391,378
 Aspire Commerce Group Limited on such terms as the Directors may determine.

 8. Authority to allot Ordinary Shares pursuant to the AlbaCo Investment         30,564,084,854  99.02%             303,304,524    0.98%              650,639,867        30,867,389,378

 9. Authority to allot Ordinary Shares pursuant to the Yorkville Funding         30,561,592,772  99.01%             305,787,426    0.99%              650,649,047        30,867,380,198
 Package.

 10. Authority to allot Ordinary Shares pursuant to ATM Facilities               30,557,594,772  99.00%             309,787,426    1.00%              650,647,047        30,867,382,198

 11. Authority to allot shares pursuant to Options                               30,233,222,248  98.79%             369,766,498    1.21%              915,040,499        30,602,988,746

 12. General Authority to allot shares                                           30,370,667,012  98.57%             441,396,151    1.43%              705,966,082        30,812,063,163

 13. Investing Policy Amendment                                                  30,548,642,042  99.00%             309,937,426    1.00%              659,449,777        30,858,579,468

 14. Share Consolidation                                                         30,530,553,521  98.91%             336,837,857    1.09%              650,637,867        30,867,391,378

 SPECIAL RESOLUTIONS
 15. Authority to allot Ordinary Shares pursuant to the AlbaCo Investment on a   30,416,424,834  98.58%             437,248,815    1.42%              664,355,596        30,853,673,649
 non pre-emptive basis

 16. Authority to allot ordinary shares pursuant to the Yorkville Funding        30,416,424,834  98.58%             437,280,077    1.42%              664,324,334        30,853,704,911
 Package on a non pre-emptive basis

 17. Authority to allot Ordinary Shares pursuant to the ATM Facilities on a non  30,416,415,654  98.58%             437,280,077    1.42%              664,333,514        30,853,695,731
 pre-emptive basis

 18. Authority to allot shares pursuant to options on a non pre-emptive basis    30,417,369,027  98.59%             435,919,719    1.41%              664,740,499        30,853,288,746

 19. General authority to allot shares on a non pre-emptive basis                30,412,397,535  98.44%             481,307,376    1.56%              624,324,334        30,893,704,911

 

 Notes:

*"Votes For" include votes giving the Chairman discretion.

**Percentages exclude "Votes Withheld".

***"Votes Withheld" are not votes in law and do not count in the number of
votes counted for or against a resolution.

****"Total votes cast" do not include withheld votes.

 

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the announcement made by the Company at 7:00 a.m. on
20 April 2026.

 

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

 AlbR Capital Limited (Broker)                 Tel: +44 (0) 20 7469 0930

 

 

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