AGM Notice, Share Consolidation, Investing Policy

20 April 2026

 

Caledonian Holdings PLC

("Caledonian" or "the Company")

 

Notice of Annual General Meeting

 

Proposed 1 for 1000 Share Consolidation

 

Proposed change to investing policy

 

Caledonian Holdings PLC (AIM:CHP), the AIM-quoted investing company focused on the financial services market, announces that the Company has posted a circular to shareholders containing a Notice of Annual General Meeting ("AGM").

 

The Company's AGM will be held at 11.00 a.m. on 11 May 2026 at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB.

 

Full details of the proposed resolutions are set out in the circular that has been sent to shareholders in a letter from the directors of the Company (the "Board"), an extract of which is set out below as well as an expected timetable of principal events.

 

The circular will also be made available shortly on the Company's website at: https://caledonianholdingsplc.com/.

 

The resolutions proposed at the AGM include a resolution relating to a proposed 1 for 1000 share consolidation of the existing ordinary share capital of the Company and a resolution to approve the adoption by the Company of a revised investing policy. The proposed new investing policy is set out in full below.

 

Capitalised terms in this announcement have the meaning ascribed to them in the Definitions section of the Circular.

 

For further information, please contact:

Caledonian Holdings plc   Jim McColl, Executive Director Brent Fitzpatrick, Non-Executive Chairman	Tel: +44 (0) 7950 389469
Allenby Capital Limited (Nominated Adviser)	Tel: +44 (0) 20 3328 5656
Nick Athanas
AlbR Capital Limited (Broker)	Tel: +44 (0) 20 7469 0930

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Event	Timing
Publication of the Circular (including Notice of Annual General Meeting) and Forms of Proxy	17 April 2026
Latest time and date for receipt of Forms of Proxy and electronic appointments of proxies via CREST	11.00 a.m. on 9 May 2026
Annual General Meeting	11.00 a.m. on 11 May 2026
Announcement of the results of the Annual General Meeting	11 May 2026
Record Date for the Share Consolidation	6.00 p.m. on 11 May 2026
Effective Date for the Share Consolidation   Expected date on which New Ordinary Shares will be admitted to trading on AIM	12 May 2026 12 May 2026
Expected date on which CREST accounts credited with New Ordinary Shares	12 May 2026
Expected date by which definitive new share certificates are to be dispatched	Week commencing 25 May 2026

If any of the details contained in the timetable should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

All references to time and dates in this document are to time and dates in London.

The Company's SEDOL code is BYZ9XC2 and ISIN code is GB00BYZ9XC29. Following the Share Consolidation, the Company's new SEDOL code will be BW9JXM4 and its new ISIN code will be GB00BW9JXM40.

 

LETTER FROM THE BOARD

 

1.     INTRODUCTION

The purpose of this Circular is to provide Shareholders with information relating to certain Resolutions to be proposed at the forthcoming Annual General Meeting (AGM) of the Company.

In addition to the ordinary business typically considered at an AGM, Shareholders are being asked to approve a number of Resolutions intended to provide the Company with the flexibility required to continue executing its strategy as a financial services investment platform.

In particular, the Resolutions relate to:

·    the receipt of the Company's annual report and accounts for the financial year ended 31 March 2025;

·    approval of the proposed acquisition of Aspire;

·  renewal of the share authorities previously granted in connection with the Company's proposed participation in the regulatory capital raise for investee company AlbaCo;

·    the grant of new authorities to allot shares and disapply pre-emption rights;

·    the adoption of a new investing policy by the Company; and

·    a proposed consolidation of the Company's share capital.

The Company is convening the AGM following completion of a number of ongoing corporate initiatives. 

2.     ANNUAL REPORT AND ACCOUNTS

The Company's annual report and accounts for the financial year ended 31 March 2025 were approved by the Board and published on 30 September 2025. The accounts have been filed with the Registrar of Companies in accordance with the requirements of the Companies Act 2006.

Resolution 1 proposes that shareholders receive the annual report and accounts together with the reports of the Directors and auditors for the financial year ended 31 March 2025.

3.     STRATEGY AND INVESTMENT ACTIVITY

The Company continues to pursue its strategy of building a diversified portfolio of financial services and technology-enabled financial businesses.

The Board believes that there are significant opportunities to invest in businesses operating across banking, payments, financial technology and related sectors, and continues to evaluate transactions that may enhance shareholder value.

4.     PROPOSED ACQUISITION OF ASPIRE

As previously announced by the Company on 26 November 2025 and 30 January 2026, the Company has entered into arrangements in relation to the proposed acquisition of Aspire (Proposed Aspire Acquisition).

Aspire operates within the financial services and payments infrastructure sector and the Directors believe that the Proposed Aspire Acquisition would represent a strategically important addition to the Company's portfolio of financial services investments. Pursuant to the Proposed Aspire Acquisition the Company is proposing to acquire 100% of the issued share capital of Aspire.

Completion of the Proposed Aspire Acquisition is conditional upon, amongst other things, shareholder approval and the approval by the shareholders of a new investing policy which permits majority ownership of portfolio companies.

Resolution 7 seeks shareholder approval for the Company to proceed with the Proposed Aspire Acquisition and Resolution 13 seeks shareholder approval for the change of investing policy to permit majority ownership of portfolio companies.

The Proposed Aspire Acquisition is therefore conditional on the Shareholders passing each of Resolutions 7 and 13.

5.     RENEWAL OF ALBACO ALLOTMENT AUTHORITY

By way of resolutions dated 27 August 2025 Shareholders previously approved an authority enabling the Company to allot Ordinary Shares in connection with the AlbaCo Investment.

These authorities will expire at the AGM (to the extent not utilised) and is being renewed as a matter of good governance following the Company's annual general meeting cycle.  The AlbaCo Investment does not represent a new or amended commitment by the Company.

Resolution 8 (being an Ordinary Resolution) and Resolution 15 (being a Special Resolution) therefore seek Shareholder approval to renew the authorities previously granted respectively to (i) issue and allot up to 600,000,000,000 Ordinary Shares and (ii) issue and allot such Ordinary Shares on a non pre-emptive basis in connection with the AlbaCo Investment.

6.     YORKVILLE FUNDING PACKAGE

On 14 November 2025 the Company announced that it had entered into a £3.5 million funding package with Yorkville, which included the YV CLN and the YV Warrants. Details of the Yorkville Funding Package were set out in the announcement made by the Company on 14 November entitled "£3.5m funding package with Yorkville", subsequent to which the Company has agreed amendments to the repayment profile such that the amortisation payments due in March and April 2026 have been reduced and the deferred amounts added to the end of the repayment schedule, such that the overall amount payable under the facility remains unchanged. The terms of the Yorkville Funding Package remain unchanged.

The Directors believe these amendments provide additional flexibility in the timing of repayments and support the efficient management of the Company's capital resources, including in connection with the AlbR ATM Facility referred to below.

Resolution 9 (being an Ordinary Resolution) seeks Shareholder approval to issue and allot up to 80,000,000 New Ordinary Shares (assuming that Resolution 14 is passed) or up to 80,000,000,000 Existing Ordinary Shares (in the event that Resolution 14 is not passed) pursuant to the Yorkville Arrangements and Resolution 16 (being a Special Resolution) the authority to issue and allot such Ordinary Shares on a non pre-emptive basis.

7.     ATM FACILTIES

As part of the Yorkville Funding Package, the Company entered into the AlbR ATM Facility pursuant to which the Company may, at its discretion, issue new Ordinary Shares to investors introduced by AlbR from time to time.

The AlbR ATM Facility provides the Company with flexibility to access capital in an efficient manner, enabling it to respond to funding requirements and investment opportunities as they arise without the need for further shareholder approvals, subject to the authorities being sought at the AGM.

The AlbR ATM Facility forms part of the Company's broader capital management strategy and is intended to provide flexibility in managing the Company's funding requirements, including, amongst other things, supporting the timing of repayments under its existing financing arrangements, including the YV Arrangements. As at the date of this Circular the AlbR ATM Facility remains unutilised.

The Company may also, prior to the next annual general meeting of the Company, enter into other At-The-Market facilities with alternative providers on substantially similar terms as the AlbR ATM Facility (Alternative ATM Facilities).

Resolution 10 (being an Ordinary Resolution) therefore seeks Shareholder approval to issue and allot up to 350,000,000 New Ordinary Shares (assuming that Resolution 14 is passed) or up to 350,000,000,000 Existing Ordinary Shares (in the event that Resolution 14 is not passed) pursuant to the ATM Facilities and Resolution 17 (being a Special Resolution) the authority to issue and allot such Ordinary Shares on a non pre-emptive basis.

8.     SHARE OPTION INCENTIVE ARRANGEMENTS

It is the intention of the Board to put in place share incentive arrangements for employees and directors.   As at the date of this Circular the Board is still investigating the most suitable arrangements for the Company taking in to account its current size and the sector in which it operates and the terms and structure of any proposed share option grants or incentive arrangements have not been agreed as at the date of this Circular.  

Resolution 11 (being an Ordinary Resolution) therefore seeks Shareholder approval to grant options over up to 13,000,000 New Ordinary Shares (assuming that Resolution 14 is passed) or up to 13,000,000,000 Existing Ordinary Shares (in the event that Resolution 14 is not passed) pursuant to any share incentive arrangement that may be out in place and Resolution 18 (being a Special Resolution) the authority to issue and allot such new Ordinary Shares on a non pre-emptive basis in the event that any such options are exercised.

9.     AUTHORITY TO ALLOT SHARES

Resolution 12 (which will be proposed as an Ordinary Resolution) seeks shareholder approval to grant the Directors general authority to issue and allot up to 130,000,000 New Ordinary Shares (assuming that Resolution 14 is passed) or up to 130,000,000,000 Existing Ordinary Shares (in the event that Resolution 14 is not passed) pursuant to section 551 of the Act representing c.100 per cent. of the Company's Ordinary Shares in issue as at the date of this Circular.

The Directors consider this authority is appropriate in order to provide the Company with flexibility to pursue potential investment opportunities, acquisitions and strategic transactions in an efficient and timely manner without the need to convene additional shareholder meetings.

10.   DISAPPLICATION OF PRE-EMPTION RIGHTS

Resolution 19 (which will be proposed as a Special Resolution) seeks shareholder approval to disapply statutory pre-emption rights in respect of allotments made under the authority described in paragraph 9 above.

The Directors believe that this authority is appropriate in order to allow the Company to respond efficiently to potential financing opportunities and strategic transactions and to maximise flexibility in executing its investment strategy.

11.   AMENDMENT TO INVESTING POLICY

Resolution 13 (being an Ordinary Resolution) seeks shareholder approval to amend the Company's investing policy to allow the Company to make investments where it may acquire majority equity ownership positions and align the investing policy more closely to the Company's current investment strategy.

The Board believes that the ability to take majority positions in certain investments may allow the Company to play a more active role in shaping the strategic direction of those businesses.

As outlined above the Proposed Aspire Acquisition is conditional on, inter alia, approval of this Resolution and the adopting of the revised investing policy.

The proposed revised investing policy is set out in full below:

"Investing Policy

The Company's investing policy is focused primarily on companies operating within the financial services and associated markets.  Within that over-arching strategy, the Company applies the following criteria in reaching an investment decision.

Stage of development

Usually (but not necessarily) investee businesses will have been operating for a number of years.  The investee business may not yet have achieved profitability.

Investment approach

The Company may take either minority or majority equity positions in investee companies. Investments may be passive or involve an active role in the strategic and operational development of the business, depending on the nature of the opportunity.

Where appropriate, the Company may seek to take a controlling interest in an investee company. The level of ownership and degree of involvement will be determined by the Board on a case-by-case basis.

Geographical focus

The Company does not apply strict geographical restrictions to its investment activities. While the Company expects that many of its investments may have a connection to the United Kingdom or Europe, it may also invest in businesses based in other jurisdictions where the Board considers there to be a compelling strategic or financial rationale.

Sector focus

The Company mainly focuses on investments within the financial services sector, targeting businesses that demonstrate strong growth potential, innovative financial solutions, and scalable business models. Primary areas of interest include fintech, asset management, insurance, and banking, with an emphasis on companies that leverage technology to enhance efficiency, accessibility, and financial inclusion.

Corporate status

The Company may invest in both private and publicly traded companies. In the case of private companies, there is no requirement for a public listing and investments may be structured with a range of potential exit strategies

Investment instruments

The Company will generally expect to make investments in the form of equity.  It will also consider investing in loan stock which is convertible (usually at the Company's option) into equity shares. The Company's investments will rarely be in the form of pure debt.

Investments will usually be in the form of cash but may also take the form of an issue of new ordinary shares in the Company.

Holding period

The Company does not apply a fixed holding period to its investments. The timing of any realisation will depend on the specific circumstances of each investment and the Board's assessment of how best to maximise value for shareholders.

Accordingly, investments may be held over the short, medium or longer term as appropriate.

The Directors intend to re-invest the proceeds of disposals in accordance with the Company's investing policy unless, at the relevant time, the Directors believe that there are no suitable investment opportunities in which case the Directors will consider returning the proceeds to shareholders in a tax efficient manner.

Number and size of investments

There is no limit on the number of projects into which the Company may invest except the capacity of the Company's investment team to appraise and monitor them. Similarly, the monetary quantum of each investment is a factor of the funds available to the Company at the point of investment. Both the number and size of investments will therefore vary according to the Company's human and monetary resources. Each of these will be referred to in the Company's annual and interim reports. As investments are made and new promising investment opportunities arise, further funding of the Company may be required to enable the Company to make further investments.

The Company will seek to pursue a balanced portfolio of an even mixture of early stage, pre-liquidity event and liquid investments. While the aim is to have the portfolio split fairly evenly between the different stages of liquidity, there will be no set criteria for the proportion of the portfolio which will be represented by each investment type.

The size and percentage ownership of each investment will vary depending on the opportunity and the Company does not impose any fixed limits on its level of ownership in an investee company.

Opportunistic investments

The Company may, from time to time, invest in opportunities which fall outside its core focus where the Board considers there to be a compelling value opportunity. The size and nature of such investments will be determined by the Board having regard to the Company's overall portfolio and investment strategy.

Follow-on investments in existing investment portfolio

In addition, the investing policy will enable the Company to make, where the Board deems appropriate, follow-on investments in the Company's investment portfolio which was in place as at March 2025 prior to the change in focus to financial services and which predominately are companies in the disruptive technology sector.

Investment appraisal

In order to mitigate investment risk, the Directors will carry out a thorough appraisal of each potential investment. This appraisal may include site visits, analysis of financial, legal and operational aspects of each investment opportunity, meetings with management, risk analysis, review of corporate governance and anti-corruption procedures and, where the Directors see fit, the seeking of third party expert opinions and valuation reports.

Nature of returns

It is anticipated that returns to the Company will be delivered through a combination of capital gain, dividend income and interest on convertible loans.

The Company's level of involvement in its investee companies, including whether it seeks board representation, will depend on the nature of the investment and the level of ownership. In those instances where it is felt desirable and appropriate for the Company to appoint a director, the fee earned from any such post held by a director or employee of the Company would be payable to the Company and form part of the return earned by the Company on its investment.

Cash held by the Company pending investment, reinvestment or distribution will be managed by the Company and placed on deposit with banks so as to protect the capital value of the Company's cash assets. The Company may, where appropriate, enter into agreements or contracts in order to hedge against interest rate or currency risks.

Review of investing policy

The Directors will keep the investing policy under continuous review and will make and announce any non-material changes or variations as may be appropriate.  Any material change or variation to the investing policy will be subject to the prior approval of shareholders."

12.   SHARE CONSOLIDATION

Resolution 14 (being an Ordinary Resolution) seeks shareholder approval to consolidate the Company's Existing Ordinary Shares on the basis of 1 New Ordinary Share for every 1,000 Existing Ordinary Shares.

The Company is proposing to implement a consolidation of the Company's ordinary share capital on the basis of 1 New Ordinary Share of 1p for every 1,000 Existing Ordinary Shares of 0.001p each and Resolution 14 seeks shareholder approval on this basis.

Background to and reasons for the proposed Share Consolidation

As at 16 April 2026 (being the latest practicable date prior to the publication of this document), the Company had 130,053,510,988 Existing Ordinary Shares in issue. With shares of low denominations, small absolute movements in the share price can represent large percentage movements resulting in volatility. The Board also believes that the bid-offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of Shareholders. The Board is of the view that it would benefit the Company and Shareholders to reduce the number of Existing Ordinary Shares in issue with a resulting adjustment in the market price of such shares, by consolidating the Existing Ordinary Shares on the basis of 1 New Ordinary Share of 1p for every 1,000 Existing Ordinary Shares of 0.001p each. This is expected to assist in reducing the volatility in the Company's share price and enable a more consistent valuation of the Company, making the Company's shares more attractive to institutional investors.

Details of the proposed Share Consolidation

Upon implementation of the Share Consolidation, Shareholders on the register of members of the Company on the Record Date, which is expected to be 6.00 p.m. on 11 May 2026, will exchange every 1,000 Existing Ordinary Shares they hold for 1 New Ordinary Share. The proportion of the issued ordinary share capital of the Company held by each Shareholder following the Share Consolidation will, save for fractional entitlements and subject to the exercise of any share options and warrants or issue of any other new Ordinary Shares between the date of this Circular and Admission, be unchanged.

To effect the Share Consolidation it will be necessary to issue such minimum number of additional Excess Ordinary Shares (not exceeding 12 in total) so that the aggregate nominal value of the ordinary share capital of the Company is exactly divisible by 1,000. It is therefore proposed that in order to facilitate the Share Consolidation, 12 Excess Ordinary Shares will be issued to the Registrars so that, prior to the Share Consolidation, the Company's issued share capital will be exactly divisible by 1,000.

These Excess Ordinary Shares will be issued at market value and sold to the market along with the aggregation of any fractional entitlements at the best price reasonably obtainable for the Company. The Share Consolidation will result in an adjustment to the number of existing Warrants and Options.

As of 16 April 2026 (being the latest practicable date prior to the publication of this Circular), there were 39,249,999,999 Existing Warrants and 13,325,883,776 Existing Options. After the Share Consolidation which will exchange every 1,000 Existing Ordinary Shares for 1 New Ordinary Share there will be 39,249,999 outstanding Warrants and 13,325,883 outstanding Options.

Other than the change in nominal value, the New Ordinary Shares arising on implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights. All other classes of shares in the Company are unaffected by the Share Consolidation.

No Shareholder will be entitled to a fraction of a New Ordinary Share and where, as a result of the consolidation of Existing Ordinary Shares described above, any Shareholder would otherwise be entitled to a fraction of a New Ordinary Share in respect of their holding of Existing Ordinary Shares at the Record Date (a Fractional Shareholder), such fractions shall be aggregated with the other fractions of New Ordinary Shares to which other Fractional Shareholders of the Company may be entitled so as to form full New Ordinary Shares and sold in the market. The costs, including the associated professional fees and expenses, that would be incurred in distributing such proceeds are likely to exceed the total net proceeds distributable to such Fractional Shareholders.

The Board is therefore of the view that, as a result of the disproportionate costs in such circumstances, it would not be in the Company's best interests to distribute such proceeds of sale and the proceeds will instead be retained for the benefit of the Company in accordance with the Resolution. Furthermore, any Shareholders holding fewer than 1,000 Existing Ordinary Shares as at 6.00 p.m. on the Record Date will cease to be a shareholder of Ordinary Shares in the Company. The minimum threshold to receive New Ordinary Shares will be 1,000 Existing Ordinary Shares.

If you hold a share certificate in respect of your Existing Ordinary Shares in the Company, your certificate will no longer be valid from the time the proposed Share Consolidation becomes effective. If you hold 1,000 or more Existing Ordinary Shares on the Record Date you will be sent a new share certificate evidencing the New Ordinary Shares to which you are entitled under the Share Consolidation. Such certificates are expected to be dispatched no later than week commencing 25 May 2026. The certificates will be dispatched by 1st class post, at the risk of the shareholder. Upon receipt of the new certificate, you should destroy any old certificates. Pending the despatch of the new certificates, transfers of certificated New Ordinary Shares will be certified against the Company's share register.

If you hold your Existing Ordinary Shares in uncertificated form, you should expect to have your CREST account credited with the New Ordinary Shares to which you are entitled on implementation of the Share Consolidation on 12 May 2026 or as soon as practicable after the Share Consolidation becomes effective.

Following the Share Consolidation, the Company's new SEDOL code will be BW9JXM4 and its new ISIN code will be GB00BW9JXM40.

Admission to AIM

The Share Consolidation is conditional upon permission being granted by the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Application for such Admission will be made so as to enable the New Ordinary Shares to be admitted to trading on AIM as soon as practicable following the Record Date. It is expected that Admission will become effective at 8:00 a.m. on 12 May 2026 whereupon the Share Consolidation will be effective.

Effects of the proposed Share Consolidation on Existing Warrants and Existing Options

The terms of Existing Warrants and Existing Options provide that in the event of any consolidation or sub-division of the share capital of the Company, then the number of shares subject to an Existing Warrants and Existing Options and the exercise price payable on exercise of an Existing Warrant or Existing Option may be adjusted by the Board in such manner and with effect from such date as the Board may determine to be appropriate subject to the written confirmation of the auditors of the Company that the adjustments are, in their opinion, fair and reasonable.

The effect of these provisions will be that, following the Share Consolidation, the number of shares subject to any option held under option will decrease broadly to one thousand of their number prior to consolidation whilst the price payable for the exercise of each option will increase broadly by a multiple of 1,000.

Likewise, the number of warrants will decrease broadly to one thousand in number, and the price will increase broadly by a multiple of 1,000.

There should, therefore, subject to the relevant consents, be no material alteration to the current potentially dilutive effects of the options granted under share options. Notice of the adjustments to the options will be sent to individual Optionholders as soon as reasonably practicable following the Share Consolidation.

Taxation

The following statements are intended only as a general guide to the current tax position under UK taxation law and practice. They relate only to certain limited aspects of the UK tax position of Shareholders who are the beneficial owners of Existing Ordinary Shares and who are resident or (in the case of individuals) ordinarily resident in the UK for tax purposes and who hold their shares in the Company beneficially as an investment (and not as securities to be realised in the course of a trade). The following is not, and is not intended to be, an exhaustive summary of the tax consequences of acquiring, holding and disposing of Existing Ordinary Shares or New Ordinary Shares.

A Shareholder who is in any doubt as to his or her tax position or is subject to tax in any jurisdiction other than the UK should consult his or her duly authorised professional adviser without delay. The proposed Share Consolidation should constitute a reorganisation of the Company's share capital and, for the purposes of UK taxation of chargeable gains, to the extent that you receive New Ordinary Shares under the proposed Share Consolidation, you should not be treated as making a disposal of any of your Existing Ordinary Shares or an acquisition of New Ordinary Shares.

The New Ordinary Shares will be treated as the same asset as, and as having been acquired at the same time and for the same aggregate cost as, the holding of Existing Ordinary Shares from which they derive. No liability to stamp duty or stamp duty reserve tax will be incurred by a holder of Existing Ordinary Shares as a result of the proposed Share Consolidation.

13.   ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at the offices of Allenby Capital Limited, 5 St Helen's Place, London, EC3A 6AB at 11.00 a.m. on 11 May 2026.

The Notice of AGM is set out at the end of this document.

14.   Action TO BE TAKEN

Shareholders will find enclosed a form of proxy for use at the AGM.

Shareholders are encouraged to complete and return the proxy form as soon as possible and in any event not later than 11.00 a.m. on 9 May 2026.

15.   RECOMMENDATION

The Directors consider the Resolutions to be in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors unanimously recommend that shareholders vote in favour of the Resolutions.