Further investment in AlbaCo Limited

The Board of Caledonian Holdings plc is pleased to announce that it has entered into a binding agreement with Moulsdale Investments Limited and Nevis Investments Limited (together the "Alba Shareholders") pursuant to which each Alba Shareholder will exchange 250,000 existing ordinary shares in AlbaCo Limited ("AlbaCo"), valued at a price of £1.00 per AlbaCo share, for 6,250,000,000 new ordinary shares of 0.001 pence each in the Company ("Ordinary Shares") at an issue price of 0.0040 pence per share. In aggregate, Caledonian will receive 500,000 ordinary shares in AlbaCo, valued at £500,000, and will issue 12,500,000,000 new Ordinary Shares (the "Consideration Shares") to the Alba Shareholders (the "Share Swap").

The issue price of 0.0040 pence per Caledonian share represents a premium of 45.45% to the Company's closing mid-market price of 0.00275p per Ordinary share on 30 October 2025. The Consideration Shares are being issued utilising the share authorities granted by Caledonian shareholders at the general meeting of the Company held on 6 August 2025.

Following the Share Swap, Caledonian will hold 1,500,000 shares in AlbaCo which is equivalent to 5.47% of AlbaCo's existing issued share capital.

Rationale for the Share Swap

The Board believes the Share Swap strengthens the alignment between Caledonian and key AlbaCo shareholders and enhances Caledonian's investment position as AlbaCo continues to progress its business and licencing ambitions. The alignment via the Share Swap reinforces Caledonian's long-term commitment to AlbaCo and allows both parties to benefit from AlbaCo's future development while broadening Caledonian's shareholder base.

Significant shareholdings

Following Admission, Moulsdale Investments Limited and Nevis Investments Limited will each be interested in 6,250,000,000 Ordinary Shares which is equivalent to a respective interest of 5.40% of the Company's enlarged issued share capital (as enlarged by the issue of the Consideration Shares).

Communication via quarterly investment updates

As the Company continues to implement its revised strategy of focusing on the financial services sector, the Board has determined that it will no longer publish separate quarterly investment updates. The quarterly investment updates began in 2022 when the Company was pursuing a different strategy under a different management team. The Company intends instead to keep shareholders informed through regular announcements detailing investee company updates, as well as other operational updates as appropriate. The Board believes that this will ensure timelier communication of the Company's progress to shareholders and investors.

Admission and dealings

Application will be made to the London Stock Exchange plc for the Consideration Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Consideration Shares will commence at 8:00 a.m. on or around 5 November 2025.

Total Voting Rights

On Admission, the Company's issued ordinary share capital will consist of Ordinary Shares, with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the total number of Ordinary Shares and voting rights in the Company will be 115,767,796,702. With effect from Admission, this 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.

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."

Information on AlbaCo

AlbaCo aims to be a new bank with a clear vision and purpose - to support small and medium-sized businesses as they develop their aspirations, grow and realise their potential. AlbaCo aims to help SMEs grow by applying specialist expertise and insight while forming strong and lasting relationships with its customers. AlbaCo is not yet open to trade pending full regulatory banking approval.

For the year ended 29 February 2024, AlbaCo reported a loss after tax of approximately £8.96 million. As at 29 February 2024, AlbaCo's net assets were £6.31 million.

For further information, see albacoltd.co.uk.