Gledhow Investments plc

(“Gledhow” or the “Company”)

 

 

First Half Results to 31 March 2025

 

Change of Company Auditor

 

Notice of General Meeting for Share Sub-Division

 

24 June 2025

 

Results

Gledhow Investments plc is pleased to announce its unaudited half year results (“interim results”) for the six-month period from 1 October 2024 to 31 March 2025. These interim results have not been audited or reviewed by the Company’s auditor.

 

As announced on 21 May 2025, the Company acquired a combination of LSE, AIM and Aquis listed and quoted shares, and a small number of unlisted pre-IPO shares, in order to increase the overall portfolio that can be monetised, allowing the Company to obtain further cash in order to carry out its investment policy and seek to expand its investment strategy in due course.

 

The Company continues to seek long-term capital growth.

 

The Company had cash of GBP 217,020 at the period end. The Company made a pre-tax loss of GBP 51,190 which included net unrealised losses on investments of GBP 153,816. The unaudited net cash balance as at today’s date is approximately £402,000.

 

The Company also notes the very recent share price movement in Coinsilium Group Limited, whereby Gledhow holds the following warrants in Coinsilium:

 

Warrants	Exercise Price	Current Price	Exercise Cost	Current Profit
1,333,333	£0.03	£0.79	£40,000	£1,053,333
1,200,000	£0.0375	£0.79	£45,000	£948,000
TOTAL GROSS PROFIT AT YESTERDAY’S CLOSING BID PRICE				£2,001,333

                                                         

Change of Auditor

Gledhow announces that it has appointed Pointon Young LLP as the Company's auditor for the financial year ended 30 September 2025. The Company’s previous auditor, BKL Audit LLP, advised the board of its decision to focus its provision of audit services on selected markets. Consequently, BKL Audit LLP would no longer be able to act for companies listed on the Aquis Stock Exchange and accordingly tendered their resignation as the Company’s auditor.

 

As required by section 519 of the Companies Act 2006, BKL Audit LLP confirms that there are no matters in connection with this change that should be brought to the attention of the Company's shareholders or creditors.

 

Notice of General Meeting for Share Sub-Division

The Company announces that it will be posting a circular and Notice of General Meeting ("General Meeting") to shareholders of the Company (“Circular”) to be held at the offices of Peterhouse Capital, 3rd Floor, 80 Cheapside, London, EC2V 6EE, at 10.30 a.m. on 23 July 2025, at which a resolutions will be proposed to, principally, approve the Share Sub-Division of the Company’s Ordinary Shares. A copy of the Executive Director’s letter and the expected timetable of principal events contained in the Circular are set out in full below this announcement without material amendment or adjustment. A copy of the Circular will shortly be available at http://www.gledhowinvestments.com/

 

 

The directors of the issuer accept responsibility for the contents of this announcement.

 

For further information please contact:

 

Guy Miller                        020 7220 9795    (Gledhow Investments plc)

 

 

 

Profit and Loss Account

for the six months ended 31 March 2025                                           Continuing operations

 

 

	Six months to 31 March 2025	Six months to 31 March 2024
	£	£
Turnover
Proceeds from sale of investments	379,823	282,127
Cost of sales (including unrealised gains and losses on investments held for resale)	(396,756)	(370,033)
Gross (loss)	(16,933)	(87,906)
Administrative expenses	(34,257)	(27,604)
(Loss) on ordinary activities before tax	(51,190)	(115,510)
Taxation	-	-
(Loss) for the period	(51,190)	(115,510)
(Loss)/earnings per share – Basic (pence)	(0.058)p	(0.13)p

 

Balance Sheet as at 31 March 2025

 

	2025	2024
	£	£
Current assets
Investments held for resale	729,300	1,082,261
Debtors	-	-
Cash at bank and in hand	217,020	217,231
Total current assets	946,320	1,299,492
Creditors: amounts falling due within one year	(8,072)	(2,589)
Net current assets  less current liabilities	938,248	1,296,903
Capital and reserves
Called up share capital	975,714	975,714
Share premium account	384,408	384,408
Profit and loss account	(421,874)	(63,219)
Other reserve	-	-
Shareholders' funds - equity interests	938,248	1,296,903

 

Notes

1. The interim results together with the related notes set out below have been approved by the board of directors of Gledhow Investments plc.

2. The Company’s strategy is to make short to medium term investments in small to medium sized quoted or unquoted companies.

3. The financial results detailed above have not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The principal accounting policies used in preparing these interim accounts are those expected to apply in the Company’s Financial Statements for the year ending 30 September 2025 and are unchanged from those disclosed in the Company’s Annual Report for the year ended 30 September 2024.

4. Called up share capital includes 9,949,084 Ordinary Shares of 1p each held as treasury shares by the Company.

5. Earnings per share – Basic

The earnings per share for the six months ended 31 March 2025 is calculated on the loss on ordinary activities after tax of £51,190 (2024: loss of £115,510) divided by the weighted average number of 87,622,344 (2024: 87,622,344) ordinary shares of 1p each in issue (which excludes the treasury shares held by the Company) during the period.

6. The financial information in this report does not constitute Statutory Accounts within the meaning of Section 434 of the Companies Act 2006. The financial statements for the year ended 30 September 2024 have been delivered to the Registrar of Companies and the auditors’ report on those financial statements was unqualified and did not contain a statement made under Section 498(2) or Section 498(3) of the Companies Act 2006.

 

 

 

 

Gledhow Investments plc

(Incorporated in England and Wales with Registered number 03848331)

 

Directors:	Registered Office:
Guy Rowan Miller (Executive Director) Geoffrey Hugh Melamet (Non-Executive Director & Company Secretary)	HMSA Limited Unit 13 Second Floor Olympia House Armitage Road London NW11 8RQ

 

23 June 2025

 

To Shareholders

 

Notice of General Meeting

and

Share Sub-Division

 

Amendment to Articles of Association

 

Authorities to Allot Shares

 

 

1. Introduction and Background to the General Meeting

As announced on 21 May 2025, the Company acquired a combination of LSE, AIM and Aquis listed and quoted shares, and a small number of unlisted pre-IPO shares, in order to increase the overall portfolio that can be monetised, allowing the Company to obtain further cash in order to carry out its investment policy and seek to expand its investment strategy in due course. In order to acquire £441,182 worth of these assets, the Company issued 9,949,084 Existing Ordinary Shares that were held in treasury, with the remainder £398,899 being satisfied through the issue of convertible loan notes (“CLNs”). The CLNs are convertible into New Ordinary Shares at £0.00425, being below the par value of £0.01 per share for the Existing Ordinary Shares. The Company is not permitted by law to issue shares at an issue price which is below their nominal value, and therefor, in order to be able to convert the CLNs, the Company is seeking Shareholder approval to sub-divide the Existing Ordinary Shares of £0.01 into the New Ordinary Shares of £0.001, amend the Articles of Association and renewal of the Company’s share capital authorities.

A notice convening the General Meeting at 10:30 a.m. on 23 July 2025, at Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE, to consider the Resolutions, is set out at the end of this Circular.

 

2. Share Sub-Division of Ordinary Shares

 

The Existing Ordinary Shares have a current nominal value of £0.01 per share. In the future if the Company wanted to raise funds via an issue of further New Ordinary Shares it could not do so at a price of less than £0.01, being the Existing Ordinary Shares’ nominal value of the Company. The Company is therefore proposing, to undertake a sub-division of the Existing Ordinary Shares so that each Existing Ordinary Share of £0.01 will be sub-divided into one New Ordinary Share of £0.001 and one Deferred Share of £0.009. This will allow the Directors to raise further funds for the Company following the General Meeting, without having to call another general meeting should any fundraise price be below £0.01 per share and the Board determine this to be correct course of action. The Board has, at present, no definite plans to issue any further New Ordinary Shares.

 

The Share Sub-Division as proposed will result in the share capital of the Company being made up of:

•  97,571,428 new Deferred Shares of £0.009 each
•  97,571,428 New Ordinary Shares of £0.001 each

 

The Deferred shares will be transferable only with the consent of the Company and will not be admitted to trading on any investment exchange. The holders of the Deferred shares shall not, by virtue or in respect of their holdings of Deferred shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred shares shall not be entitled to receive any dividend or distribution and shall only be entitled to any repayment of capital on a winding up once the holders of the New Ordinary Shares have received £1,000,000 in respect of each New Ordinary Share held by them. The Deferred Shares are liable to be cancelled without payment of any consideration to the holders thereof and the Company is authorised at any time to execute on behalf of the holders of the Deferred Shares a transfer thereof without making any payment.

 

The Share Sub-Division will not affect the value of your shareholding. After the Share Sub-Division, there will be the same number of New Ordinary Shares in issue as there are Existing Ordinary Shares in issue as at the date of this Document, and therefore your current shareholding will not be diluted by the Share Sub-Division.

 

The New Ordinary Shares will have the same rights as those currently accruing to the Existing Ordinary Shares currently in issue, including those relating to voting and entitlement to dividends. You will not be issued with a new share certificate for your New Ordinary Shares and the existing one will remain valid.  Warrants and options over Existing Ordinary Shares will, if exercised, result in New Ordinary Shares being issued.

 

3. Amendments to the Articles of Association

 

The Articles are proposed to be amended to allow the issue of the Deferred Shares, which are proposed to be issued as part of the Share Sub-Division. Resolution 3 will allow the Company to amend the existing Articles to include provisions in respect of the rights and restrictions attaching to the Deferred Shares.

 

4. Share Capital Authorities

 

The Directors are proposing the following:

 

First, an ordinary resolution to grant the Directors authority to allot or grant rights to subscribe for New Ordinary Shares up to an aggregate nominal value of £1,500,000.

 

Second, a special resolution to disapply statutory pre-emption rights in respect of: (a) the allotment of equity securities which takes place in connection with a rights issue or other similar offer; and (b) the allotment or grant of rights to subscribe for New Ordinary Shares up to an aggregate nominal value of £1,500,000 New Ordinary Shares. 

 

5. General Meeting

 

There is attached to this Document the notice convening a General Meeting of the Company to be held at Peterhouse Capital Limited, 3rd Floor, 80 Cheapside, London, EC2V 6EE, at 10:30 a.m. on 23 July 2025 at which the Resolutions will be proposed, as is set out below.

 

 

6. Action to be taken

 

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company, not later than 10:30 a.m. on 21 July 2025, being 2 business days before the time appointed for holding the General Meeting. The Form of Proxy can be emailed to gm@gledhowinvestments.co.uk. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

 

 

Recommendation

 

The Directors considers the proposed Resolutions to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own shares.

 

 

Yours faithfully,

 

 

 

Guy Miller

For and on behalf of the Board

Gledhow Investments plc

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

 

Publication of this Document	23 June 2025
Latest time and date for receipt of Forms of Proxy in respect of the General Meeting	10:30 a.m. on 21 July 2025
Record Date for the General Meeting	Close of business on 21 July 2025
General Meeting	10:30 a.m. on 23 July 2025
Record Date for the Share Sub-Division	6.00 p.m. on 23 July 2025
Share Sub-Division Effective	24 July 2025