This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

2 March 2026

Caledonian Holdings plc
("Caledonian" or the "Company")

AlbaCo Signs £25m Regulatory Capital Subscription Agreement

Caledonian Holdings plc (AIM: CHP), the AIM-quoted investment company focused on building a financial services and fintech investment platform, is pleased to announce that AlbaCo Limited ("AlbaCo"), an investee company of Caledonian, has signed a subscription agreement for £25 million in respect of its regulatory capital raise.

Highlights

·    Key investee company AlbaCo, who are looking to become a new UK bank who will be targeting the SME marketplace, has successfully raised £25 million;

·    Funds raised will enable AlbaCo to support the pre-requisite regulatory capital requirements, underpinning its application for full authorisation;

·    Completion of this milestone capital raise represents a major inflection point in the establishment of a significant new force in UK banking, subject to regulatory approval by the PRA and FCA;

·    Further justification and valuation under-pinning for Caledonian's existing 5.47% stake in the Company; and

·    FCA regulatory approval also secured in respect of Caledonian's separate investment into Aspire Payments Limited.

Keith Barclay, Investment Director of Caledonian, commented:

"The signing of the £25 million regulatory capital subscription agreement marks a significant step towards AlbaCo receiving full authorisation. Together with the receipt of FCA change in control approval in relation to Aspire, this represents continued progress in delivering our strategy of building a scalable financial services platform."

Background

AlbaCo has signed a subscription agreement for a £25 million regulatory capital raise which represents a major milestone for AlbaCo and provides contractual commitment towards the capital required to support its application for full banking authorisation, subject to full authorisation by the Prudential Regulatory Authority and AlbaCo shareholder approval.

As previously announced, AlbaCo had been progressing advanced discussions with investors in relation to securing the regulatory capital necessary to complete the authorisation process. The execution of the subscription agreement materially advances AlbaCo's pathway to achieve full authorisation and provides increased visibility on its funding position.

Following the signing of the subscription agreement, AlbaCo will now proceed forward with the PRA to obtain an unconditional banking licence following which it will be in a position to commence trading.

Short-Term Funding Support

AlbaCo has advised its shareholders that, pending full authorisation and drawdown of the regulatory capital, it requires additional short-term funding support on a pro rata basis to cover operating costs through to banking authorisation.

Caledonian has agreed to provide £110,000 of short-term funding to AlbaCo in addition to the aggregate £2.2 million investment in AlbaCo announced by the Company on 7 October 2025, 18 December 2025 and 22 January 2026. This support will be provided on the same structural terms as the aforementioned short-term capital advanced by the Company and will include the issue of warrants entitling Caledonian to subscribe for two ordinary shares in AlbaCo for every one share subscribed pursuant to this funding, exercisable for a period of two years following completion of AlbaCo's regulatory capital raising. Both the fees payable and the warrants to be issued to Caledonian in connection with the short-term funding arrangements will be settled upon completion of the regulatory capital raising and following full authorisation and drawdown.

Caledonian currently holds 1,500,000 shares in AlbaCo, representing 5.47% of AlbaCo's existing issued share capital.

FCA Change in Control Approval for Aspire

The Company also confirms that it has received approval from the Financial Conduct Authority in respect of the previously announced change in control relating to Aspire Payments Limited ("Aspire").

Receipt of FCA approval represents an important regulatory milestone and further de-risks the Company's broader strategy of building an integrated financial services platform anchored around complementary regulated businesses.

Information on AlbaCo

AlbaCo aims to be a new bank with a clear vision and purpose - to support small and medium-sized businesses as they develop their aspirations, grow and realise their potential. AlbaCo aims to help SMEs grow by applying specialist expertise and insight while forming strong and lasting relationships with its customers. AlbaCo is not yet open to trade pending full regulatory banking approval.

For the year ended 29 February 2024, AlbaCo reported a loss after tax of approximately £8.96 million. As at 29 February 2024, AlbaCo's net assets were £6.31 million.

For further information, see albacoltd.co.uk.

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