14 April 2025
Caledonian Holdings plc
(formerly Vela Technologies plc)
("Caledonian Holdings" or "the Company")
Admission of Subscription Shares
Issue of Warrants and Options
Further to the Company's announcement on 7 April 2025, the Board of Caledonian Holdings, the AIM-quoted investing company, announces that, following receipt of all outstanding Subscription monies, admission of the 10,920,000,000 Subscription Shares to trading on AIM took place at 8.00 a.m. today ("Admission").
Issue of warrants
Immediately following Admission, the Company issued 5,460,000,000 Warrants to subscribe for new Ordinary Shares at a price of 0.0075 pence per Ordinary Share, resulting in each recipient of Subscription Shares being issued with one Warrant for every two Subscription Shares subscribed for. The terms of the 5,460,000,000 Warrants are as set out in the Company's announcement of 4 March 2025.
In addition, immediately following Admission, Peterhouse were granted warrants to subscribe for 1,889,121,000 new Ordinary Shares (the "Broker Warrants") exercisable at 0.0025p per share. The terms of the Broker Warrants are set out in the Company's announcement of 6 March 2025.
Grant of Options
Immediately following Admission, the Company granted 13,325,883,776 Options to Jim McColl (Executive Director) exercisable at 0.0025p per share. The Options will be valid for two years from the date of the General Meeting (being 24 March 2025) and will vest upon the completion of the first investment that is made by the Company since Jim McColl's appointment to the board on 4 March 2025.
The terms of the Options were as set out in the Company's announcement of 4 March 2025.
Directors' holdings
Following Admission, the holdings of the directors of the Company are as follows:
| Director | Number of Subscription Shares subscribed for | Holding on Admission |
% on Admission |
| James McColl | 8,000,000,000 | 8,000,000,000 | 11.86% |
| Christopher Cooke* | 800,000,000 | 2,735,376,945 | 4.05% |
| Brent Fitzpatrick | 400,000,000 | 468,500,000 | 0.69% |
| Total | 9,200,000,000 | 11,203,876,945 | 16.61% |
*Includes 83,709,962 Ordinary Shares held by Christopher Cooke's youngest child who is under the age of 18 years.
The FCA notifications in relation to the Subscription Shares, Warrants and Options, made in accordance with the requirements of the UK Market Abuse Regulation, are appended further below.
Total voting rights
Following Admission, the Company's enlarged issued share capital will be 67,470,695,255 Ordinary Shares. The Company holds no Ordinary Shares in Treasury. This figure of 67,470,695,255 Ordinary Shares 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement shall have the same meaning as in the announcement of 4 March 2025 unless otherwise defined herein.
For further information, please contact:
| Caledonian Holdings plc Brent Fitzpatrick, Non-Executive Chairman Jim McColl, Executive Director | Tel: +44 (0) 7950 389469 |
| Allenby Capital Limited (Nominated Adviser) | Tel: +44 (0) 20 3328 5656 |
| Nick Athanas / Piers Shimwell |
|
| Peterhouse Capital Limited (Broker) | Tel: +44 (0) 20 7469 0930 |
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 | |||||||||||||
| a) | Name |
| ||||||||||||
| 2 | Reason for the notification | |||||||||||||
| a) | Position/status | 1) Non-Executive Chairman 2) Executive Director 3) Non-Executive Director | ||||||||||||
| 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 0.001p each
GB00BYZ9XC29 | ||||||||||||
| b) | Nature of the transaction | Subscription for ordinary shares | ||||||||||||
| c) | Price(s) and volume(s) |
| ||||||||||||
| d) | Aggregated information - Aggregated volume - Price |
n/a | ||||||||||||
| e) | Date of the transaction | 14 April 2025 | ||||||||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||
| a) | Name |
| ||||||||||||
| 2 | Reason for the notification | |||||||||||||
| a) | Position/status | 1) Non-Executive Chairman 2) Executive Director 3) Non-Executive Director | ||||||||||||
| 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 0.001p each
GB00BYZ9XC29 | ||||||||||||
| b) | Nature of the transaction | Issue of warrants over ordinary shares | ||||||||||||
| c) | Price(s) and volume(s) |
| ||||||||||||
| d) | Aggregated information - Aggregated volume - Price |
n/a | ||||||||||||
| e) | Date of the transaction | 14 April 2025 | ||||||||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name |
| ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Executive Director
| ||||
| 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 0.001p each
GB00BYZ9XC29 | ||||
| b) | Nature of the transaction | Grant of options over ordinary shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
n/a | ||||
| e) | Date of the transaction | 14 April 2025 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
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