Circular

Caledonia Investments PLC 19 May 2004 Proposals for an elective Special Dividend and certain other matters • Circular containing proposals expected to be sent to shareholders today • All Caledonia ordinary shareholders to be offered the opportunity to receive a special dividend on terms that they give up part of their shareholdings • Special dividend available, on an elective basis, on up to two out of every nine shares held • Special dividend per share will be at 18% discount to NAV • No obligation on shareholders to elect to receive the special dividend and give up part of their shareholdings • Undertakings received from holders of 44.7% of Caledonia's share capital to vote in favour and from the holders of 37.8% of Caledonia's share capital to elect for the special dividend • Enhancement to Caledonia NAV of between 1.6% and 4.7% dependent on take up • Proposals to enable Caledonia to make market purchases of its own shares • Caledonia's preliminary results also announced today Tim Ingram, Chief Executive of Caledonia, comments: 'These proposals, which involve a return of funds being offered to all shareholders, will result in an enhancement of NAV and should restore stability at the Cayzer Trust Company, our largest shareholder. This will benefit all shareholders.' 19 May 2004 ENQUIRIES: Caledonia Tel: +44 (0)20 7457 2020 (today) Tim Ingram, Chief Executive Tel: +44 (0)20 7802 8080 (thereafter) College Hill Tel: +44 (0)20 7457 2020 Alex Sandberg Tony Friend Proposals for an elective Special Dividend and certain other matters The Board of Caledonia Investments plc ('Caledonia') is pleased to announce that a circular is expected to be posted today to Caledonia's shareholders, detailing the proposed elective Special Dividend ('Special Dividend Proposals'), details of which were first announced on 15 March 2004, and certain other matters. The Special Dividend Proposals will require shareholder approval at an extraordinary general meeting and class meeting of the company to be held on 11 June 2004. Under the terms of the Special Dividend Proposals, all ordinary shareholders will be offered the opportunity to receive a special dividend on terms that they give up part of their shareholdings. Each ordinary shareholder of Caledonia is being offered the opportunity to receive the special dividend on up to two out of every nine shares held. The special dividend per share will be an amount equal to Caledonia's net asset value per share calculated on a specified date, expected to be 25 June 2004, in accordance with a specified methodology, less a discount of 18%. The net asset value per share will include provision for Caledonia's proposed final dividend for the year ended 31 March 2004 of 18.6 pence per share, which will be paid separately to shareholders on all of their shares, whether or not they elect to receive the special dividend. Shares on which a shareholder elects to receive the special dividend will then be cancelled for no consideration pursuant to a Court approved reduction of capital. Payment to those ordinary shareholders who elect to receive the special dividend is expected to occur on 30 June 2004 or as soon as practicable thereafter, subject to the Court's approval of the reduction of capital at a hearing scheduled for 29 June 2004. The Special Dividend Proposals will require the passing of a special resolution and an extraordinary resolution at the extraordinary general meeting and class meeting respectively. The Board of Caledonia has received undertakings from the holders of 44.7% of Caledonia's ordinary share capital that they will vote in favour of these resolutions. The Special Dividend Proposals are also conditional on (i) the Court approving the reduction of capital by Caledonia and (ii) the Court approving a scheme of arrangement of The Cayzer Trust Company Limited ('CTC'). Included in the undertakings referred to above, is an undertaking from CTC, a 37.8% shareholder in Caledonia, which has also given a commitment to elect to receive its maximum entitlement under the Special Dividend Proposals. The Board of Caledonia has also received undertakings from the holders of 7.0% of Caledonia's ordinary share capital confirming that they will not elect to receive the special dividend. Based on valuations as at 30 April 2004 and taking into account the undertakings referred to above, the elective special dividend would result in a maximum return of funds of approximately £158 million, assuming that all other shareholders of Caledonia were to elect to receive the special dividend. There will be no obligation on shareholders (other than CTC) to elect to receive the special dividend and give up part of their shareholdings. The elective special dividend is being financed from the internal cash resources of Caledonia supplemented by additional borrowings and, to this end, Caledonia has increased its committed term bank facilities to £200 million. The return of funds will be at a discount of 18% to net asset value and therefore the net asset value per share after the elective special dividend and reduction of capital is expected to be enhanced. Based on valuations as at 30 April 2004, the enhancement of net asset value per share would be between 1.6% (if only CTC were to take up the special dividend) and 4.7% (if all Caledonia's shareholders, other than the holders of 7.0% of Caledonia's share capital referred to above, were to take up the special dividend). Shareholders' approval will also be sought at the extraordinary general meeting (i) for a waiver which the Panel on Takeovers and Mergers has agreed to grant (subject to independent shareholders' approval) of any obligation on the Cayzer concert party under Rule 9 of the City Code which might arise should Caledonia make market purchases of its own shares, (ii) for a new authority to make market purchases of Caledonia's own shares in place of the existing authority and (iii) for certain other matters. Caledonia has also today announced its preliminary results for year ended 31 March 2004. Tim Ingram, Chief Executive of Caledonia, comments: 'These proposals, which involve a return of funds being offered to all shareholders, will result in an enhancement of NAV and should restore stability at the Cayzer Trust Company, our largest shareholder. This will benefit all shareholders.' 19 May 2004 This information is provided by RNS The company news service from the London Stock Exchange
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