VELA TECHNOLOGIES PLC

Transaction in Own Shares • Apr 14, 2025

National Storage Mechanism | Additional information

RNS Number : 8313E

Caledonian Holdings PLC

14 April 2025

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

1)	Nigel Brent Fitzpatrick
2)	James McColl
3)	Christopher Cooke

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)

	Price(s)	Volume(s)
1)	0.0025p per share	400,000,000
2)	0.0025p per share	8,000,000,000
3)	0.0025p per share	800,000,000

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

1)	Nigel Brent Fitzpatrick
2)	James McColl
3)	Christopher Cooke

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)

	Price(s)	Volume(s)
1)	0.0075p per share	200,000,000
2)	0.0075p per share	4,000,000,000
3)	0.0075p per share	400,000,000

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

James McColl

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)

Price(s)	Volume(s)
0.0025p per share	13,325,883,776

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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