Result of AGM

Caledonian Holdings PLC

11 May 2026

 

11 May 2026

Caledonian Holdings plc

("Caledonian" or "the Company")

Result of Annual General Meeting

Share consolidation

Adoption of a revised investing policy

The Board of Caledonian (AIM: CHP), the AIM-quoted investing company focused on financial services and financial technology opportunities, is pleased to announce that all resolutions proposed at its Annual General Meeting ("AGM") held earlier today were duly passed.

Share Consolidation

As a result of resolution 14 being passed at today's AGM, the proposed consolidation of every 1000 ordinary shares of 0.001p per share into one new ordinary share of 1p per share will now take effect from close of business today (the "Share Consolidation"). As part of the Share Consolidation the Company has issued 12 additional shares to ensure the total issued share capital of the Company is divisible by 1000. Upon implementation of the Share Consolidation, shareholders on the register of members of the Company at the Record Date, 6.00 p.m. on 11 May 2026, will exchange every 1000 Existing Ordinary Shares for 1 New Ordinary Share. Further details on the Share Consolidation are set out in the notice of AGM dated 17 April 2026.

Application for Admission and Total Voting Rights

Application has been made for the 130,053,511 New Ordinary Shares in issue following the Share Consolidation becoming effective to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 12 May 2026.

Following Admission, the Company will have 130,053,511 Ordinary Shares in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of Ordinary Shares and voting rights will be 130,053,511. This figure may be used by shareholders from Admission 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Adoption of a revised investing policy

Following the passing of resolution 13, the Company has now adopted its revised investing policy as set out in the announcement released on 20 April 2026 and the Company's notice of AGM. This revised investing policy will be made available shortly on the Company's website (https://caledonianholdingsplc.com/about/investment-policy/).

Results from the Annual General Meeting

The proxy voting results of the Resolutions are set out below: 

Resolutions at Annual General Meeting	Votes For*	% of votes cast**	Votes Against	% of votes cast**	Votes Withheld***	Total votes cast****
ORDINARY RESOLUTIONS
1. To receive the Company's annual report and accounts for the financial year ended 31 March 2025 together with the reports of the Directors and auditors.	30,577,547,397	99.06%	289,612,719	0.94%	650,869,129	30,867,160,116
2. To reappoint Adler Shine LLP as auditor.	27,009,295,949	87.50%	3,857,864,167	12.50%	650,869,129	30,867,160,116
3. To authorise the Directors to determine the remuneration of the auditor.	30,568,649,386	99.05%	293,829,942	0.95%	655,549,917	30,862,479,328
4. Re-election of Brent Fitzpatrick as a Director.	25,531,665,016	82.74%	5,325,330,157	17.26%	661,034,072	30,856,995,173
5. Re-election of Christopher Cooke as a Director	30,551,017,479	98.98%	316,273,899	1.02%	650,737,867	30,867,291,378
6. Re-election of James McColl as a Director	30,551,115,479	98.98%	316,275,899	1.02%	650,637,867	30,867,391,378
7. That the Company be authorised to complete the proposed acquisition of Aspire Commerce Group Limited on such terms as the Directors may determine.	30,573,778,659	99.05%	293,612,719	0.95%	650,637,867	30,867,391,378
8. Authority to allot Ordinary Shares pursuant to the AlbaCo Investment	30,564,084,854	99.02%	303,304,524	0.98%	650,639,867	30,867,389,378
9. Authority to allot Ordinary Shares pursuant to the Yorkville Funding Package.	30,561,592,772	99.01%	305,787,426	0.99%	650,649,047	30,867,380,198
10. Authority to allot Ordinary Shares pursuant to ATM Facilities	30,557,594,772	99.00%	309,787,426	1.00%	650,647,047	30,867,382,198
11. Authority to allot shares pursuant to Options	30,233,222,248	98.79%	369,766,498	1.21%	915,040,499	30,602,988,746
12. General Authority to allot shares	30,370,667,012	98.57%	441,396,151	1.43%	705,966,082	30,812,063,163
13. Investing Policy Amendment	30,548,642,042	99.00%	309,937,426	1.00%	659,449,777	30,858,579,468
14. Share Consolidation	30,530,553,521	98.91%	336,837,857	1.09%	650,637,867	30,867,391,378
SPECIAL RESOLUTIONS
15. Authority to allot Ordinary Shares pursuant to the AlbaCo Investment on a non pre-emptive basis	30,416,424,834	98.58%	437,248,815	1.42%	664,355,596	30,853,673,649
16. Authority to allot ordinary shares pursuant to the Yorkville Funding Package on a non pre-emptive basis	30,416,424,834	98.58%	437,280,077	1.42%	664,324,334	30,853,704,911
17. Authority to allot Ordinary Shares pursuant to the ATM Facilities on a non pre-emptive basis	30,416,415,654	98.58%	437,280,077	1.42%	664,333,514	30,853,695,731
18. Authority to allot shares pursuant to options on a non pre-emptive basis	30,417,369,027	98.59%	435,919,719	1.41%	664,740,499	30,853,288,746
19. General authority to allot shares on a non pre-emptive basis	30,412,397,535	98.44%	481,307,376	1.56%	624,324,334	30,893,704,911

 Notes:

*"Votes For" include votes giving the Chairman discretion.

**Percentages exclude "Votes Withheld".

***"Votes Withheld" are not votes in law and do not count in the number of votes counted for or against a resolution.

****"Total votes cast" do not include withheld votes.

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company at 7:00 a.m. on 20 April 2026. 

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
AlbR Capital Limited (Broker)	Tel: [phone]

 

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