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On 12 August 2025, Caledonian Holdings plc acquired 250,000 ordinary shares in AlbaCo Limited from Executive Director Jim McColl for £1.00 per share. In exchange, Caledonian Holdings issued 5,797,101,449 new ordinary shares at 0.0043125p each to Mr. McColl, which will result in him holding 13,797,101,449 ordinary shares, or 13.36% of the company's enlarged issued share capital. Following the transaction, Caledonian Holdings holds 1,000,000 ordinary shares (3.65%) in AlbaCo, and its total voting rights will be 103,267,796,702 ordinary shares upon admission around 18 August 2025.
| Date | 13 Aug 2025 |
| Time | 07:00:14 |
| Category | Corporate updates |
| ID | 0724V |
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:
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Caledonian Holdings plc
Jim McColl, Executive Director Brent Fitzpatrick, Non-Executive Chairman |
Tel: +44 (0) 7950 389469 |
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Allenby Capital Limited (Nominated Adviser) |
Tel: +44 (0) 20 3328 5656 |
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Nick Athanas / Piers Shimwell
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Peterhouse Capital Limited (Broker) |
Tel: +44 (0) 20 7469 0930 |
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Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
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1 |
Details of the person discharging managerial responsibilities / person closely associated |
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a) |
Name |
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2 |
Reason for the notification |
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a) |
Position/status |
See above
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b) |
Initial notification /Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
Caledonian Holdings PLC
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b) |
LEI |
213800SWFEORWAP84393 |
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4
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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 |
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a)
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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 |
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b) |
Nature of the transaction |
Issue of ordinary shares as consideration pursuant to the Share Swap |
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c) |
Price(s) and volume(s) |
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d) |
Aggregated information: - Aggregated volume - Price |
n/a - single transaction |
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e) |
Date of the transaction |
12 August 2025 |
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f) |
Place of the transaction |
Outside of a trading venue |
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