Highlights

  • Caledonian enters binding share exchange with AlbaCo shareholders valued at GBP 500,000.
  • Each AlbaCo shareholder to receive 6.25 billion Caledonian shares at a premium issue price.
  • Company to discontinue quarterly investment updates and shift to regular operational announcements.

Caledonian Holdings plc (LSE:CHP)has entered into a binding agreement with Moulsdale Investments Limited and Nevis Investments Limited  to acquire additional shares in AlbaCo Limited. Under the agreement, each Alba Shareholder will exchange 250,000 ordinary shares in AlbaCo, valued at GBP 1.00 per share, for 6,250,000,000 new ordinary shares of 0.001 pence each in Caledonian at an issue price of 0.0040 pence per share.

In total, Caledonian will receive 500,000 AlbaCo shares valued at GBP 500,000 and issue 12,500,000,000 new ordinary shares (“Consideration Shares”) to the Alba Shareholders. The issue price represents a 45.45% premium to the Company’s closing mid-market price of 0.00275 pence per share as of 30 October 2025.

Following completion, Caledonian will hold 1,500,000 shares in AlbaCo, equivalent to approximately 5.47% of its existing issued share capital.

Strategic Rationale and Alignment

The Board of Caledonian stated that the share exchange enhances alignment between Caledonian and key AlbaCo shareholders while expanding Caledonian’s investment position. The move is designed to strengthen the relationship with AlbaCo as it advances its business and licensing objectives.

Significant Shareholdings Update

Upon admission of the Consideration Shares, Moulsdale Investments Limited and Nevis Investments Limited will each hold 6,250,000,000 ordinary shares, representing approximately 5.40% of Caledonian’s enlarged issued share capital.

Communication Strategy Update

As part of its revised focus on the financial services sector, Caledonian will discontinue standalone quarterly investment updates, which began in 2022. The Company will instead issue regular announcements on investee company performance and other operational matters. The Board stated that this change aims to ensure more timely communication with shareholders.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM, with dealings expected to commence around 5 November 2025. Upon admission, the total number of ordinary shares and voting rights will be 115,767,796,702.

Management Commentary

David Moulsdale, Director of Moulsdale Investments Limited, commented:

“We are delighted to commit our AlbaCo shareholding into Caledonian and look forward to supporting the Company’s strategic journey as AlbaCo moves into full operations. This transaction signals our confidence in the combination of AlbaCo’s momentum and Caledonian’s investment platform.”

About AlbaCo Limited

AlbaCo aims to become a new bank focused on supporting small and medium-sized enterprises (SMEs). The company seeks to help SMEs achieve growth through sector expertise and long-term customer relationships. AlbaCo is awaiting full regulatory approval before commencing trading.

For the year ended 29 February 2024, AlbaCo reported a loss after tax of approximately GBP 8.96 million, with net assets of GBP 6.31 million.

Share Performance

CHP’s shares trading at GBX 0.0033 per share on 31 October 2025, Up by 18.55% from its previous close of GBX 0.0028.