REG - Caledonian Holdings - Update re. investment in AlbaCo Limited

Caledonian HoldingsAnnouncement

13/08/2025 07:00

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RNS Number : 0724V  Caledonian Holdings PLC  13 August 2025

13 August 2025

Caledonian Holdings plc

("Caledonian Holdings" or "the Company")

 

Update re. investment in AlbaCo Limited

Total voting rights

 

The Board of Caledonian Holdings plc (AIM:CHP), an AIM-quoted investing
company focused on the financial services market, is pleased to announce that,
further to the Company's announcement of 10 June 2025 (the "Initial
Announcement") and the approval by shareholders of additional share
authorities at the general meeting of the Company on 6 August 2025, the
Company has formally acquired 250,000 existing ordinary shares in AlbaCo
Limited ("AlbaCo") at a price of £1.00 per AlbaCo share from Jim McColl,
Executive Director of the Company, in consideration of the issue of
5,797,101,449 new ordinary shares in the Company (the "Consideration Shares")
at a price of 0.0043125p share (the "Share Swap"). The issue price represents
a 15 per cent. premium to the Company's closing mid-market share price of
0.00375p on 9 June 2025, being the last practicable date prior to the Initial
Announcement, and a 57 per cent. premium to the Company's closing mid-market
price of 0.00275p on 12 August 2025.

Following completion of the Share Swap, the Company holds 1,000,000 ordinary
shares in AlbaCo which is equivalent to a holding of 3.65% of the current
issued share capital of AlbaCo.

Admission

Application will be made shortly to the London Stock Exchange plc for the
Consideration Shares to be admitted to trading on AIM ("Admission"). It is
expected that Admission will become effective and that dealings in the
Consideration Shares on AIM will commence at 8:00 a.m. on or around 18 August
2025.

Director holding

Following Admission, Jim McColl will be interested in 13,797,101,449 ordinary
shares of 0.001 pence each in the Company ("Ordinary Shares") which is
equivalent to 13.36% of the Company's enlarged issued share capital (as
enlarged by the Consideration Shares).

The FCA notification in relation to the Consideration Shares made in
accordance with the requirements of the UK Market Abuse Regulation, is
appended further below.

Related party transaction

Jim McColl is a director of the Company and was a substantial shareholder (as
defined in the AIM Rules for Companies (the "AIM Rules")) of the Company
within the past 12 months and as such is considered a related party of the
Company for the purposes of the AIM Rules. The entering into of the Share Swap
by Jim McColl constitutes a related party transaction pursuant to Rule 13 of
the AIM Rules. The Company's independent directors (being Brent Fitzpatrick
and Chris Cooke), having consulted with the Company's nominated adviser,
Allenby Capital Limited, consider that the terms of the Share Swap are fair
and reasonable insofar as the Company's shareholders are concerned.

Total voting rights

On Admission, the Company's issued ordinary share capital will consist of
103,267,796,702 Ordinary Shares, with one vote per share. The Company does not
hold any Ordinary Shares in treasury. Therefore, on Admission, the total
number of Ordinary Shares and voting rights in the Company will be
103,267,796,702. With effect from 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.

 

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

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

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           Name          Position
                                                                      James McColl  Executive Director
 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                                      Issue of ordinary shares as consideration pursuant to the Share Swap
 c)    Price(s) and volume(s)                                         Price(s) (pence)  No. of Ordinary Shares
                                                                      0.0043125         5,797,101,449
 d)    Aggregated information:                                        n/a - single transaction

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        12 August 2025
 f)    Place of the transaction                                       Outside of a trading venue

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

Issue of ordinary shares as consideration pursuant to the Share Swap

c)

Price(s) and volume(s)

 Price(s) (pence)  No. of Ordinary Shares
 0.0043125         5,797,101,449

d)

Aggregated information:

-      Aggregated volume

-      Price

n/a - single transaction

e)

Date of the transaction

12 August 2025

f)

Place of the transaction

Outside of a trading venue

 

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