ATM Facility Update, Second Block Admission & TVR

Caledonian Holdings PLC

15 September 2026

 

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

15 September 2026

Caledonian Holdings PLC

("Caledonian" or the "Company")

ATM Facility Update, Second Block Admission and Total Voting Rights

Caledonian Holdings PLC (AIM: CHP), the AIM quoted investing company focused on building an integrated financial services group, provides an update on the At the Market Facility (the "ATM Facility") established with Axis Capital Markets Limited ("Axis"), as announced on 19 June 2026. To date, the Company has raised gross proceeds of approximately £644,147 pursuant to the ATM Facility through the issue of a total of 41,303,724 new ordinary shares (the "ATM Shares") at an average price of 1.55954 pence per ATM Share. The Company also confirms that the 26,010,702 Ordinary Shares pursuant to the initial block admission as announced on 1 July 2026 (the "First Block Listing Shares") have now been fully allotted.

No further shares will be allotted under this block admission, which is expected to be cancelled on 18 September 2026. A further application will be made for the admission of 15,293,022 new Ordinary Shares pursuant to the ATM Facility to trading on AIM ("ATM Facility Admission"). ATM Facility Admission is expected to become effective and dealings to commence at 8.00 a.m. on or around 18 September 2026.

The net proceeds from the ATM Facility will be used to repay part of the funding provided by Yorkville Advisors Global, LP as announced on 14 November 2025, and for general working capital purposes.

The Company also announces that it intends to apply to the London Stock Exchange for a second block admission in respect of up to 44,063,447 new Ordinary Shares of nominal value £0.01 each in the Company to trading on AIM ("Second Block Listing Shares"), representing approximately 20% of the Company's enlarged issued share capital, following the allotment of all the First Block Listing Shares and the ATM Facility Admission. The Second Block Listing Shares will be issued to Axis or its appointed custodian pursuant to the ATM Facility (the "Second ATM Tranche"), and Axis will use reasonable endeavours to sell the Second ATM Tranche during the remaining term of the ATM Facility (the minimum term of which is one year, as announced on 19 June 2026), subject to the customary selling restrictions set out in that announcement. The Second ATM Tranche will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares. The Company intends to provide periodic updates on the proceeds of the sale of the Second ATM Tranche.

Application will be made to the London Stock Exchange for the admission of the Second Block Listing Shares to trading on AIM ("Second Block Listing Admission"). Second Block Listing Admission is expected to become effective and dealings to commence at 8.00 a.m. on or around 21 September 2026. The Second Block Listing Shares will be in place for an initial six month period from Admission.

Total Voting Rights

Following the allotment of all the First Block Listing Shares and the ATM Facility Admission, the Company's issued share capital will comprise 220,317,235 ordinary shares of £0.01 each ("Ordinary Shares") with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company is 220,317,235.

The above 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.

Enquiries:

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

 

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