Interim Results

Caledonia Investments PLC 27 November 2007 Caledonia Investments plc Half-year results for the six months ended 30 September 2007 Key points • 357% total shareholder return over ten years (276% outperformance vs FTSE All-Share Total Return index) • 289% total shareholder return over five years (172% outperformance vs FTSE All-Share Total Return index) • 137% increase in NAV per share (undiluted) over five years (53% outperformance against FTSE All-Share index) • 4.2% increase in interim dividend to 9.9p • £113m invested and £40m realised • 2.0% decrease in NAV per share (undiluted) over the period Tim Ingram, Chief Executive, commented: 'Our strategy has continued to deliver over the medium term, and we have continued our progressive dividend policy with a 4.2% increase in the interim dividend. We have a sound portfolio and, with no gearing at this stage, are well placed to take advantage of the opportunities that are likely to arise in the more constrained circumstances that now prevail in the markets.' 27 November 2007 Enquiries: Caledonia Investments plc 020 7802 8080 Tim Ingram, Chief Executive Jonathan Cartwright, Finance Director College Hill 020 7457 2020 Tony Friend Roddy Watt Chairman's statement The first half of our financial year has seen considerable turbulence and volatility in markets, triggered by the US sub-prime crisis, and our net asset value per share fell by 2.0%, compared with a 1.0% increase in the FTSE All-Share index. Nonetheless, we take a long term view and our well established strategy of acquiring significant, usually minority, stakes in promising listed and unlisted companies and working with proven managements to add value over the longer term has enabled us to continue to record outperformance against our benchmark FTSE All-Share Total Return index over five and ten years of 172% and 276% respectively. Dividend The directors have declared an interim dividend of 9.9 pence per share, representing an increase of 4.2% over last year's interim dividend and maintaining our aim to make progressive annual dividend payments. This dividend will be paid on 8 January 2008. Share price and discount Despite a small reduction in our net asset value per share over the period, our share price rose by 3.3% to 2135 pence from 2066 pence, outperforming the 1.0% increase in the FTSE All-Share index, with a consequent narrowing of the discount of the market value of our shares to their underlying net asset value from 9.5% to 4.6%, although this discount can vary, particularly in volatile markets such as we are experiencing at present. It is important to bear in mind that the handsome outperformance in total shareholder return referred to above for the five and ten year periods stems substantially from the relatively large discounts, of over 30%, which attached to our share price at the outset of these periods. Whilst we have worked strenuously over the years to build an awareness of our investment approach and the performance which has derived from it, we hope that such wide discounts will not prevail going forward, albeit we do not, as I have mentioned before, control our share price. However, we remain mindful that the share price discount affects shareholder value and we will continue to use our authority to buy back our own shares, when we believe it is in the interest of our shareholders. Portfolio The level of investment activity during the period reflected our ability to access opportunities that are not always available to others and our continued investment in Asia. Further details are given in the Chief Executive's review. Outlook Markets have now been visited by the shockwaves of the sub-prime lending follies in the USA egged on by the greed of big investment banks. This has combined with the failure of the UK watchdogs to avert the Northern Rock crisis despite volumes of burdensome regulatory impositions on the financial sectors. It is a bit surprising that reality has been so slow to reflect in the markets and we have, even now, probably not felt the full impact. Whilst our long term approach does not always facilitate maximum liquidity for the perfect moment of timing, we believe that we have a sound portfolio and, with no borrowings on our balance sheet, are well placed to take advantage of the opportunities which these more constrained circumstances should present. Peter Buckley Chairman Chief Executive's review Performance summary Our aim continues to be to provide consistently over five and ten year periods total shareholder returns ('TSR') which outperform the FTSE All-Share Total Return index and to provide positive total returns over rolling five year periods. The Chairman has referred in his statement to these returns, which have been significantly enhanced by the narrowing of the discount between our share price and net asset value ('NAV') per share. It is our wish for this discount to remain in future within modest limits or, at the higher end of our expectations, to reach a premium. As we cannot control our own share price, our performance focus is on growing our NAV per share. We can now measure, on a consistent basis, our NAV per share for the five year period to 30 September 2007. We can therefore report that, over this five year period, NAV per share increased by 137%, which reflects an outperformance of 53% over the FTSE All-Share index. The first six months of our financial year has seen significant turbulence in the markets initiated by the sub-prime mortgage crisis in the USA. The ensuing drying up in the credit markets has led to emergency funding from central banks in the USA, Europe and the UK and a 0.5% cut in dollar interest rates by the Federal Reserve Bank in September (and a further 0.25% cut in October). Slightly surprisingly, but perhaps as a result of the huge quantities of funding put into the markets by government bodies, the FTSE All-Share index ended 1.0% up over the period, with the FTSE 100 up 2.5%. Our company NAV per share, on an undiluted basis, was 2237p at 30 September 2007, compared with 2283p at 31 March 2007. The principal components of this 2% decline were a total return loss of 24p and dividends paid of 22p. Total return was mainly impacted by the decreasing valuations of some of our larger quoted holdings, notably Close Brothers, Quintain Estates and Melrose Resources, partially offset by a strong performance in aggregate from our Indian investments and gains in the share price of Bristow Group. Investment income and expenses were at a similar level to the same period last year. We have continued to maintain our prudent approach and have remained ungeared throughout the period with £36m of cash at the end of September. Investment activity In the first six months of our financial year we made around £113m of new and follow-on investments. Most (approximately £86m) of this was for follow-on investments and in many cases we have taken advantage of some low share prices during the period to add to our existing stakes in businesses that we know well. Major new and follow-on investments included: Resulting equity holding Country of Cost Name % Category domicile Business £m New investments Retif 15.4 Equity/loans France Shop fittings supplier 12.9 Hedging subsidiary(1) 100 Loans UK FTSE 250 put options 8.0 Vietnamese portfolio Equity Vietnam 3.1 Celona(2) Loans UK Telecoms 3.0 27.0 Follow-on investments Quintain Estates 9.6 Equity UK Property invest/develop 24.7 Incisive Media Capital UK Business publisher 15.5 Eddington Capital Shares Cayman Hedge fund 10.0 fund Avanti Communications 19.9 Loans UK Satellite comms services 7.0 Polar Capital funds Shares Cayman Hedge fund 5.0 Pragma Shares France Private equity fund 3.5 Other investments 20.4 86.1 Total 113.1 1. Subsidiary company used to purchase FTSE 250 put options. 2. The company also holds warrants to subscribe for shares representing up to 49.9% of the equity. During the six months, we realised a total of £40m. Significant realisations included: Realised Proceeds gain Name Nature of realisation £m £m Polar Capital funds Redemption 11.1 0.2 CF AVI Global fund Redemption 9.3 2.3 Pragma fund Distributions 5.7 4.1 Savills Sale of remaining holding 2.9 2.5 Other realisations 11.0 4.5 40.0 13.6 In view of the general uncertainties in economic outlook, we felt it prudent to protect in part the considerable value gains we have achieved in the portfolio by hedging against possible significant falls in equity values. Accordingly, during the period we invested a total of £8m in purchasing one-year put options on the FTSE 250 index through a subsidiary (included in new investments above), which provides some downside protection on approximately £85m of our portfolio. Net liquidity at 30 September of £36m has reduced from £109m at the last year end. Whilst we have increased our level of investment over the period, we have continued to maintain our prudent approach and have remained ungeared. Outlook The market turbulence resulting from the USA sub-prime mortgage crisis is likely to continue into the second half of the year and equity markets will face uncertainty as credit spreads widen, confidence is tested and volumes are low. Nevertheless, we are continuing to see a healthy flow of opportunities and are willing to make further investments, but we remain cautious in these uncertain times. We expect to remain ungeared for the rest of the year, but, at some time in the future, conditions could bring opportunities which may justify a moderate amount of borrowing. Over the longer term, we believe that our strategy will continue to deliver enhanced performance. Tim Ingram Chief Executive Our portfolio Significant holdings Equity Net holding Country Business Total assets of Name % domicile sector Nature of business £m % Close Brothers(1,2) 12.2 UK Financial Merchant banking 146.3 11.4 British Empire Securities 18.3 UK Funds Investment trust 140.9 10.9 (1,2) Quintain Estates(1) 9.6 UK Property Property investor/ 92.1 7.1 developer Rathbone Brothers(1,2) 10.7 UK Financial Funds management 55.9 4.3 Bristow Group(1,2) 6.9 USA/UK Oil and gas Helicopter services 44.5 3.5 Polar Capital funds(2) Ireland/ Funds Hedge funds 42.4 3.3 Cayman Cobepa(2) 9.9 Belgium Funds Investment company 41.7 3.2 Oval(2) 27.4 UK Financial Insurance broking 34.4 2.7 Incisive Media(2) UK Consumer Business publisher 32.1 2.5 Melrose Resources(1,2) 9.4 UK Oil and gas Oil and gas exploration 31.1 2.4 Satellite Information 22.5 UK Consumer Betting information 25.9 2.0 Services(2) distribution Eddington Triple Alpha Cayman Funds Fund of hedge funds 25.4 2.0 Fund(2) India Capital Growth Fund 26.3 Guernsey Funds Investment company 24.5 1.9 (1,2) Sterling Industries(2) 100.0 UK Industrial Engineering 22.3 1.7 Alok Industries(1,2) 14.8 India Consumer Textiles manufacturer 22.2 1.7 A G Barr(1) 9.4 UK Consumer Soft drinks 21.9 1.7 Polar Capital(1,2) 15.9 UK Financial Funds management 21.7 1.7 Ermitage(2) 60.0 Jersey Financial Hedge funds management 20.7 1.6 Novae Group(1,2) 6.1 UK Financial Insurance services 20.3 1.6 TGE Gas Engineering(2) 49.9 Germany Industrial Gas engineering 19.5 1.5 Avanti Communications 19.9 UK Consumer Satellite comms services 17.2 1.3 (1,2) Nova Springboard fund Guernsey Funds Investment fund 16.0 1.2 Terrace Hill(1,2) 8.3 UK Property Property development 15.1 1.2 Serica Energy(1) 10.2 UK Oil and gas Oil and gas exploration 15.1 1.2 Marketform(2) 26.8 UK Financial Insurance services 14.4 1.1 Begbies Traynor(1,2) 10.9 UK Industrial Corporate recovery 13.8 1.1 services Edinmore(2) 100.0 UK Property Property trading 13.7 1.1 The Sloane Club(2) 100.0 UK Consumer Residential club owner/ 13.5 1.0 operator Varun Shipping(1,2) 11.7 India Industrial Shipping services 13.3 1.0 Retif(2) 15.4 France Industrial Shop fittings supplier 12.9 1.0 Buckingham Gate(2) 100.0 UK Property Property investment 12.9 1.0 Other investments 228.5 17.7 Total investments 1,272.2 98.6 Cash and other net assets 18.0 1.4 Net assets 1,290.2 100.0 1. Equity securities listed on UK or overseas stock exchanges. 2. Board or equivalent representation. Net assets by business Net assets by geography Net assets by currency sector Financial 27% United Kingdom 64% Pounds sterling 82% Funds 28% Continental Europe 13% Euro 7% Property 13% North America 9% US dollar 6% Oil and gas 7% Asia 12% Indian rupee 4% Industrial 11% Other countries 1% Other currencies 1% Consumer 13% Cash and other 1% Cash and other 1% Responsibility statement of the directors in respect of the half-yearly financial report We confirm that to the best of our knowledge: o the condensed set of financial statements has been prepared in accordance with IAS 34 ' Interim Financial Reporting'; and o the interim management report includes a fair review of the information required by: 1. DTR 4.2.7 of the 'Disclosure Rules and Transparency Rules', being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements and a description of the principal risks and uncertainties for the remaining six months of the year; and 2. DTR 4.2.8 of the 'Disclosure Rules and Transparency Rules', being related parties transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period and any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year. Signed on behalf of the Board Tim Ingram Jonathan Cartwright Chief Executive Finance Director Independent review report to Caledonia Investments plc Introduction We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2007 which comprises the income statement, the statement of recognised income and expense, the balance sheet, the cash flow statement and related notes 1 to 9 on a company and group basis. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. This report is made solely to the company in accordance with International Standard on Review Engagements 2410 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed. Directors' responsibilities The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority. As disclosed in note 2, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union. Our responsibility Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2007 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority. Deloitte & Touche LLP Chartered Accountants and Registered Auditor London, UK 27 November 2007 Condensed income statement for the six months ended 30 September 2007 Company Group 6 mths 6 mths Year 6 mths 6 mths Year 30 Sep 30 Sep 31 Mar 30 Sep 30 Sep 31 Mar 2007 2006 2007 2007 2006 2007 £m £m £m £m £m £m Gains and losses on investments (35.2) 2.3 96.5 (39.2) (15.2) 66.0 held at fair value through profit or loss Gains and losses on derivatives used to 0.3 5.9 5.6 1.4 6.1 5.9 hedge the fair value of investments Provisions - - - - (3.1) (3.1) Investment income 16.8 13.1 40.1 15.1 10.7 25.5 Gross portfolio return (18.1) 21.3 142.2 (22.7) (1.5) 94.3 Management expenses (5.2) (5.3) (11.0) (5.2) (5.3) (11.0) Other expenses (0.2) (0.8) (1.1) (0.2) (0.8) (1.1) Net portfolio return (23.5) 15.2 130.1 (28.1) (7.6) 82.2 Revenue from sales of goods and services - - - 57.1 64.4 135.0 Operating expenses - - - (53.4) (55.2) (120.0) Gain on disposal of operations - - - - - 4.4 Gain on investment property - - - 2.9 - - Share of results of joint ventures - - - 1.8 1.7 6.1 Profit/(loss) before finance costs (23.5) 15.2 130.1 (19.7) 3.3 107.7 Gains on money market funds - 1.0 1.0 - 1.0 1.0 held at fair value through profit or loss Treasury interest receivable 3.0 0.9 3.5 3.6 1.6 4.3 Exchange movements (0.2) (0.5) (0.7) (0.2) (0.5) (0.7) Finance costs - (0.6) (0.3) (2.1) (2.1) (4.1) Profit/(loss) before tax (20.7) 16.0 133.6 (18.4) 3.3 108.2 Taxation 6.5 1.2 2.5 5.0 (0.7) (0.3) Profit/(loss) for the period (14.2) 17.2 136.1 (13.4) 2.6 107.9 Attributable to Equity holders of the parent (14.2) 17.2 136.1 (13.4) 1.6 106.1 Minority interest - - - - 1.0 1.8 (14.2) 17.2 136.1 (13.4) 2.6 107.9 Basic earnings per ordinary share -24.5p 28.2p 228.6p -23.1p 2.6p 178.3p Diluted earnings per ordinary share -24.5p 28.0p 226.9p -23.1p 2.6p 176.9p Condensed statement of recognised income and expense for the six months ended 30 September 2007 Company Group 6 mths 6 mths Year 6 mths 6 mths Year 30 Sep 30 Sep 31 Mar 30 Sep 30 Sep 31 Mar 2007 2006 2007 2007 2006 2007 £m £m £m £m £m £m Exchange differences on translation - - - 0.1 (0.7) (1.2) of foreign operations Actuarial gains and losses on defined - - (0.3) - 2.5 0.2 benefit pension schemes Tax on items recognised directly in equity (0.2) - 1.9 (0.2) - 1.7 Net income/(expense) recognised (0.2) - 1.6 (0.1) 1.8 0.7 directly in equity Profit/(loss) for the period (14.2) 17.2 136.1 (13.4) 2.6 107.9 Total recognised income and expense (14.4) 17.2 137.7 (13.5) 4.4 108.6 Attributable to Equity holders of the parent (14.4) 17.2 137.7 (13.5) 3.4 106.8 Minority interest - - - - 1.0 1.8 (14.4) 17.2 137.7 (13.5) 4.4 108.6 Condensed balance sheet as at 30 September 2007 Company Group 30 Sep 30 Sep 31 Mar 30 Sep 30 Sep 31 Mar 2007 2006 2007 2007 2006 2007 £m £m £m £m £m £m Non-current assets Investments held at fair value through profit 1,271.4 1,142.9 1,228.1 1,157.2 1,031.7 1,125.9 or loss Investments in subsidiaries held at cost 0.8 2.8 0.8 - - - Available for sale investments - - - 0.5 0.5 0.5 Intangible assets - - - 40.6 40.6 40.7 Property, plant and equipment - - - 76.9 75.1 78.6 Investment property - - - 4.3 5.8 5.8 Interests in joint ventures - - - 9.7 11.0 11.6 Deferred tax assets 6.9 2.3 5.8 8.9 4.2 8.0 Non-current assets 1,279.1 1,148.0 1,234.7 1,298.1 1,168.9 1,271.1 Current assets Inventories - - - 16.8 29.5 19.5 Trade and other receivables 2.6 4.3 6.5 34.6 28.4 29.0 Current tax assets - - - - 0.6 0.2 Money market funds held at fair value through - - - 0.3 0.3 0.3 profit or loss Cash and cash equivalents 36.1 84.1 108.6 52.7 115.0 123.2 Current assets 38.7 88.4 115.1 104.4 173.8 172.2 Total assets 1,317.8 1,236.4 1,349.8 1,402.5 1,342.7 1,443.3 Current liabilities Bank overdrafts - - - (0.4) (1.7) (1.5) Interest-bearing loans and borrowings - - - (1.3) (1.0) (1.3) Trade and other payables (8.9) (5.6) (4.8) (31.2) (23.7) (27.1) Employee benefits - - - (1.3) (1.4) (3.1) Current tax liabilities (1.0) (7.6) (5.2) (2.8) (9.8) (6.6) Provisions (13.5) (13.5) (13.5) (14.0) (14.7) (14.1) Current liabilities (23.4) (26.7) (23.5) (51.0) (52.3) (53.7) Non-current liabilities Interest-bearing loans and borrowings - - - (58.0) (63.4) (64.7) Employee benefits (1.0) (1.7) (0.9) (5.4) (4.9) (5.4) Deferred tax liabilities (3.2) - (2.2) (4.4) (1.1) (3.6) Provisions - - - - (4.0) - Non-current liabilities (4.2) (1.7) (3.1) (67.8) (73.4) (73.7) Total liabilities (27.6) (28.4) (26.6) (118.8) (125.7) (127.4) Net assets 1,290.2 1,208.0 1,323.2 1,283.7 1,217.0 1,315.9 Equity Share capital 3.3 3.3 3.3 3.3 3.3 3.3 Share premium 1.3 1.3 1.3 1.3 1.3 1.3 Capital redemption reserve 1.2 1.2 1.2 1.2 1.2 1.2 Capital reserve 1,011.7 935.6 1,048.6 - - - Retained earnings 272.7 266.6 268.8 1,273.7 1,207.4 1,305.9 Foreign exchange translation reserve - - - (0.6) (0.2) (0.7) Equity attributable to owners of the parent 1,290.2 1,208.0 1,323.2 1,278.9 1,213.0 1,311.0 Minority interest - - - 4.8 4.0 4.9 Total equity 1,290.2 1,208.0 1,323.2 1,283.7 1,217.0 1,315.9 Net asset value per ordinary share (undiluted) 2237p 2083p 2283p Net asset value per ordinary share (diluted) 2212p 2061p 2258p Condensed cash flow statement for the six months ended 30 September 2007 Company Group 6 mths 6 mths Year 6 mths 6 mths Year 30 Sep 30 Sep 31 Mar 30 Sep 30 Sep 31 Mar 2007 2006 2007 2007 2006 2007 £m £m £m £m £m £m Operating activities Dividends received 12.3 9.8 29.7 12.8 8.7 12.8 Interest received 4.7 2.9 7.9 4.6 3.2 7.2 Cash received from customers - - - 61.2 69.0 144.8 Cash paid to suppliers (6.5) (6.9) (10.1) (58.5) (75.0) (130.5) Taxes received/(paid) 2.1 - 0.9 (3.3) (4.5) - Group relief received 0.1 0.6 0.4 - - - Net cash from operating activities 12.7 6.4 27.9 21.0 2.6 29.8 Investing activities Purchases of property, plant and equipment - - - (2.1) (12.1) (18.9) Proceeds from disposal of property, - - - - - 0.7 plant and equipment Purchases of investments held at fair value (112.6) (168.4) (290.4) (105.0) (138.7) (253.3) through profit or loss Purchases of money market funds - - - - (0.3) - held at fair value through profit or loss Proceeds on disposal of investments 40.9 176.3 309.5 43.5 145.5 255.0 held at fair value through profit or loss Proceeds on disposal of money market funds - 76.8 76.8 - 76.8 76.8 held at fair value through profit or loss Proceeds on disposal of investment property - - - 4.5 - - Net receipts/(payments) from derivatives 0.3 5.3 4.4 (7.4) 6.0 5.1 Purchase of subsidiary net of cash acquired - - - (0.7) (17.1) (17.1) Proceeds on disposal of subsidiaries - - - - 0.9 3.0 net of cash disposed Taxes received - - - - 0.9 - Net cash from/(used in) investing activities (71.4) 90.0 100.3 (67.2) 61.9 51.3 Financing activities Interest paid - (0.3) (0.3) (2.0) (1.5) (2.7) Distributions paid to holders of equity (12.5) (13.0) (18.5) (12.5) (13.0) (18.5) shares Dividends paid to minority interests - - - (0.1) (0.4) (0.4) Elective special dividend paid - (102.9) (102.9) - (102.0) (102.0) Proceeds from new borrowings - 38.0 43.0 1.3 51.2 83.8 Repayment of borrowings - (38.0) (43.0) (8.6) (41.8) (73.9) Net purchase of own shares (1.3) 0.1 (1.7) (1.3) 0.1 (1.7) Net cash used in financing activities (13.8) (116.1) (123.4) (23.2) (107.4) (115.4) Net increase/(decrease) in cash (72.5) (19.7) 4.8 (69.4) (42.9) (34.3) and cash equivalents Cash and cash equivalents at period start 108.6 103.8 103.8 121.7 156.5 156.5 Exchange gains/(losses) on cash and cash - - - - (0.3) (0.5) equivalents Cash and cash equivalents at period end 36.1 84.1 108.6 52.3 113.3 121.7 Notes to the condensed set of financial statements 1. General information Caledonia Investments plc is an investment trust company domiciled in the United Kingdom and incorporated in England, under the Companies Acts 1908 to 1917. The address of its registered office is Cayzer House, 30 Buckingham Gate, London SW1E 6NN. The ordinary shares of the company are listed on the London Stock Exchange and the New Zealand Exchange. The information for the period ended 30 September 2007 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. A copy of the statutory accounts for the year ended 31 March 2007 has been delivered to the Registrar of Companies. The auditors' report on those accounts was not qualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. The half-year results are unaudited. They should not be taken as a guide to the full year and do not constitute the statutory accounts. 2. Accounting policies This condensed set of financial statements has been prepared using accounting policies consistent with International Financial Reporting Standards ('IFRS') as adopted by the European Union and in accordance with International Accounting Standard 34 'Interim Financial Reporting'. The half-yearly condensed set of financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2007, which were prepared in accordance with IFRS as adopted by the European Union. The same accounting policies, presentations and methods of computation are followed in this condensed set of financial statements as were applied in the company's latest audited annual financial statements. 3. Dividends 6 mths 6 mths Year 30 Sep 30 Sep 31 Mar 2007 2006 2007 £m £m £m Amounts recognised as distributions to equity holders in the period Final dividend for the year ended 31 March 2007 12.5 13.0 13.0 of 21.6p per share (2006 - 20.5p) Interim dividend for the year ended 31 March 2007 of 9.5p per share - - 5.5 Elective special dividend paid on 13 July 2006 of 1902.17p per share - 102.9 102.9 elected 12.5 115.9 121.4 The directors have proposed an interim dividend for the year ending 31 March 2008 of 9.9p per share, totalling £5.7m, which has not been included as a liability in this condensed set of financial statements. This dividend will be payable on 8 January 2008 to holders of shares on the register on 7 December 2007. The ex-dividend date will be 5 December 2007. 4. Earnings and net asset values per share Basic and diluted earnings per share The calculation of basic earnings per share of the company and of the group at 30 September 2007 was based on the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding during the six months ended 30 September 2007. The calculation of diluted earnings per share takes account of the share options and deferred bonus plan awards with dilutive potential. The weighted average number of ordinary shares takes account of the number of dilutive potential ordinary shares that could be issued as a result of the exercise of share options and the vesting of shares under the deferred bonus plan. Company Group 6 mths 6 mths Year 6 mths 6 mths Year 30 Sep 30 Sep 31 Mar 30 Sep 30 Sep 31 Mar 2007 2006 2007 2007 2006 2007 £m £m £m £m £m £m Earnings (basic and diluted) (14.2) 17.2 136.1 (13.4) 1.6 106.1 000's 000's 000's 000's 000's 000's Weighted average shares (basic) 57,924 61,081 59,537 57,921 61,051 59,520 Effect of share options and deferred bonus - 389 455 - 389 455 awards Weighted average shares (diluted) 57,924 61,470 59,992 57,921 61,440 59,975 Undiluted and diluted net asset values per share The company's undiluted net asset value per ordinary share is based on the net assets of the company at the period end and on the number of ordinary shares in issue at the period end less shares held by the Caledonia Investments plc Employee Share Trust and shares held in treasury or by a subsidiary. The company's diluted net asset value per ordinary share assumes the exercise of all outstanding, in-the-money share options, the calling of shares in the deferred bonus plan and the reissue of shares held in treasury at the mid-market price at the balance sheet date. 30 Sep 30 Sep 31 Mar 2007 2006 2007 Undiluted Net assets (£m) 1,290.2 1,208.0 1,323.2 Number of shares (000's) 57,673 57,988 57,952 Net asset value per share (p) 2237 2083 2283 Diluted Net assets (£m) 1,311.5 1,221.2 1,336.1 Number of shares (000's) 59,302 59,243 59,169 Net asset value per share (p) 2212 2061 2258 5. Related parties Caledonia Group Services Ltd, a wholly-owned subsidiary of the company, provides management services to the company. During the period, £5.0m was charged to the company (30 September 2006 - £5.0m and 31 March 2007 - £11.3m). 6. Segment reporting The following is an analysis of the revenue and results for the period analysed by business segment, the group's primary basis of segmentation: Financial Industrial/ Investing services consumer Property Total £m £m £m £m £m 6 mths 30 Sep 2007 Gross portfolio return (20.7) - - - (20.7) Trading revenue - 7.4 44.3 5.7 57.4 Inter-segment sales (2.0) - - (0.3) (2.3) (22.7) 7.4 44.3 5.4 34.4 Segment result (28.0) 2.0 2.8 1.7 (21.5) Unallocated net income 8.1 Loss for the period (13.4) 6 mths 30 Sep 2006 Gross portfolio return 4.5 - - - 4.5 Trading revenue - 6.9 48.1 9.9 64.9 Inter-segment sales (2.9) - - (0.5) (3.4) 1.6 6.9 48.1 9.4 66.0 Segment result (6.5) 2.5 5.0 0.6 1.6 Unallocated net income 1.0 Profit for the period 2.6 Year 31 Mar 2007 Gross portfolio return 113.2 - - - 113.2 Trading revenue - 14.3 99.0 22.4 135.7 Inter-segment sales (15.8) - - (0.7) (16.5) 97.4 14.3 99.0 21.7 232.4 Segment result 86.3 4.6 5.9 4.8 101.6 Unallocated net income 6.3 Profit for the year 107.9 7. Impairment of assets There was no group impairment loss for the period (30 September 2006 - £nil and 31 March 2007 - £0.6m). 8. Capital commitments On 30 September 2007, the company had undrawn fund and other commitments totalling £63.3m (30 September 2006 - £50.1m and 31 March 2007 - £73.9m). 9. Share based payments The company operates two types of share based payment plans. The executive share option scheme is a discretionary plan for directors and senior management, entitling participants to purchase shares in the company at the market price at the date of grant, subject to service and company performance criteria, between three and ten years after the date of grant. The company also has a deferred bonus plan under which senior employees compulsorily defer part of their annual bonus, being any bonus in excess of 50% of their basic salary for the bonus year, into shares and may voluntarily defer up to 50% of their remaining cash bonus into shares. The company will match the number of shares comprised in the voluntary deferral, subject to service and company performance criteria. In the period to 30 September 2007, participating employees in the executive share option scheme were awarded options over 172,930 shares at a price of 2158p per share (30 September 2006 and 31 March 2007 - 172,690 shares at 1878p per share). The weighted average fair value of these shares at the date of grant, using a binomial valuation model, was estimated at 588p per share (30 September 2006 and 31 March 2007 - 496p per share). Also in the period to 30 September 2007, participating employees in the deferred bonus plan applied a proportion of their annual bonuses to purchase 40,561 shares at a price of 2158p per share (30 September 2006 and 31 March 2007 - 65,347 shares at 1878p per share). Matching awards of 16,733 shares were granted (30 September 2006 and 31 March 2007 - 20,859 shares), which depend on company performance. The fair value of the bonus deferral shares was measured directly as the bonus foregone. The fair value of the matching shares was also 2158p per share, on a market neutral valuation basis (30 September 2006 and 31 March 2007 - 1878p per share). The IFRS 2 expense charged to the income statement for the period was £0.7m (30 September 2006 - £0.3m and 31 March 2007 - £1.6m). Copies of this statement are available at the company's registered office, Cayzer House, 30 Buckingham Gate, London SW1E 6NN, England, or from its website at www.caledonia.com. This information is provided by RNS The company news service from the London Stock Exchange
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