Result of AGM
Caledonian Holdings PLC announced that all resolutions were passed at its Annual General Meeting, including a share consolidation where every 1000 ordinary shares of 0.001p will become one new ordinary share of 1p, effective from close of business today, with 130,053,511 new ordinary shares expected to be admitted to AIM on May 12, 2026. The company also adopted a revised investing policy. The total number of ordinary shares and voting rights following admission will be 130,053,511.
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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".
****"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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.