£612,000 Fundraising to Accelerate Aspire Rollout

Caledonian Holdings PLC

13 August 2026

 

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.

13 August 2026

Caledonian Holdings PLC

("Caledonian" or the "Company")

£612,000 Fundraising to Accelerate Aspire Commercial Rollout

Caledonian Holdings PLC (AIM: CHP), the AIM quoted investing company focused on building an integrated financial services group, is pleased to announce that it has conditionally raised gross proceeds of £612,000 through a placing and subscription for a total of 48,960,000 new ordinary shares of 1 penny each in the Company ("Ordinary Shares") at an issue price of 1.25 pence per share (the "Issue Price"), comprising:

·    a placing arranged by Axis Capital Markets Limited of 46,000,000 new Ordinary Shares (the "Placing Shares"), raising gross proceeds of £538,000 (the "Placing"); and

·     subscriptions by certain Directors of the Company and members of the senior management team of Aspire Commerce Group Limited ("Aspire") for an aggregate of 2,960,000 new Ordinary Shares (the "Subscription Shares"), raising a further £37,000 (the "Management Subscription" and, together with the Placing, the "Fundraising"). The Subscription Shares are being issued on the same terms as the Placing Shares.

The Issue Price represents a discount of approximately 32.4 per cent. to the closing mid-market price of 1.85 pence per Ordinary Share on 12 August 2026.

Highlights

·    Equity Fundraising to raise gross proceeds of £612,000.

·    Participation of £28,000 by Directors and senior management of the Company, as well as participation of £9,000 by the Directors of Aspire, totalling £37,000 in management participation across Caledonian and Aspire, demonstrating their alignment with shareholders and confidence in the Group's commercial strategy.

·    The proceeds will provide working capital for the Group and support the initial commercial rollout of Aspire's multi-currency business current account and debit card offering.

·    Funding will also support the progression and conversion of Aspire's near-term trade finance opportunities and the development of its funding relationships.

·    Aspire's commercial strategy is focused on building recurring revenue across business accounts, cards, foreign exchange and trade finance.

Use of proceeds and Aspire commercial rollout

The net proceeds of the Fundraising will be used to provide working capital for Caledonian and its wholly owned subsidiary Aspire.

A principal near-term objective is to support the launch of Aspire's multi-currency business accounts and associated debit cards. The underlying proposition is operationally ready, with cards in stock and testing completed, allowing Aspire to progress towards commercial launch shortly following receipt of the net proceeds.

The launch will bring together multi-currency business-account functionality, international payments and debit cards within Aspire's existing platform, broadening the services available to its business customers and creating additional opportunities to generate account, transaction and foreign-exchange revenues.

The net proceeds will also support Aspire in converting several existing trade finance opportunities into funded transactions. Aspire is in advanced discussions with third-party funding providers that will support the future scaling of its trade finance activities, as well as foreign currency partners that will help underpin and extend its global currency reach, including south-east Asia, China and the Middle East.

The Company intends to issue further operational updates as Aspire completes the debit card launch and achieves material milestones in the conversion of its trade finance pipeline and the development of its funding arrangements.

Management participation

The following directors and members of the Caledonian and Aspire management teams have participated in the Management Subscription:

Participant	Position		Subscription Amount (£)	Number of Subscription Shares	Expected number of shares on Admission	Expected Percentage of Enlarged Share Capital on Admission
Brent Fitzpatrick	Non-Executive Chairman	8,000		640,000	708,500	0.38
Chris Cooke	Non-Executive Director	10,000		800,000	4,165,952	2.26
Keith Barclay	Investment Director	10,000		800,000	800,000	0.43
Adam Rigler	Chief Executive Officer, Aspire	5,000		400,000	400,000	0.21
Matt O'Brien	Chief Financial Officer, Aspire	2,000		160,000	160,000	0.08
Chris Camplejohn	Chief Technology Officer, Aspire	2,000		160,000	160,000	0.08
Total		£37,000		2,960,000

Jim McColl, Executive Director of Caledonian Holdings plc, commented:

"This fundraising represents an important step in moving Aspire from platform readiness into the next stage of commercial deployment.

Our immediate priority is to support the launch of Aspire's multi-currency business accounts and debit cards and to progress existing trade finance opportunities into revenue-generating transactions.

The participation of members of both the Caledonian Board and Aspire's senior management team demonstrates our shared confidence in the opportunity and aligns management directly with shareholders as we execute Aspire's growth strategy."

Admission and total voting rights

The Placing Shares and Subscription Shares will be issued under the Company's existing shareholder authorities and will rank pari passu in all respects with the Company's existing Ordinary Shares.

Application will be made for the admission of 48,960,000 new Ordinary Shares, comprising the Placing Shares and Subscription Shares, to trading on AIM ("Admission"). Admission is expected to become effective and dealings to commence at 8.00 a.m. on or around 18 August 2026.

Following Admission, the Company's issued share capital will comprise 183,652,110 ordinary shares of 1 penny each. The Company does not hold any ordinary shares in treasury.

Accordingly, the total number of voting rights in the Company following Admission will be 183,652,110. This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

Caledonian Holdings plc Jim McColl, Executive Director Brent Fitzpatrick, Non-Executive Chairman	Tel: [phone]
Allenby Capital Limited (Nominated Adviser)	Tel: [phone]
Nick Athanas / David Asquith
AlbR Capital Limited (Joint Broker)	Tel: [phone]
Axis Capital Markets Limited (Joint Broker)   Richard Hutchison	Tel: [phone]

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 (PCA)
a)	Name	Brent Fitzpatrick Non-Executive Chairman Chris Cooke Non-Executive Director Keith Barclay Investment Director
2	Reason for the notification
a)	Position/status	See 1a) 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 1p each in Caledonian Holdings plc Identification code (ISIN) for Caledonian Holdings plc ordinary shares: GB00BW9JXM40
b)	Nature of the transaction	Fundraising for New Ordinary Shares
c)	Price(s) and volume(s)	Price: 1.25 pence Volumes: Brent Fitzpatrick 640,000 Chris Cooke 800,000 Keith Barclay 800,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	12 August 2026
f)	Place of the transaction	Outside a trading venue

 

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