RNS13 Aug 2025 07:07
Update re. investment in AlbaCo Limited
CHP
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