Director/PDMR Shareholding

RNS Number : 5267J

Caledonia Investments PLC

31 March 2010

Caledonia Investments plc

Notification of transactions by persons discharging managerial responsibilities

In accordance with Disclosure Rule 3.1.4R(1), Caledonia Investments plc ("Caledonia") announces the following changes in the interests of persons discharging managerial responsibilities ("PDMRs") (all of whom are executive directors of Caledonia) in the ordinary shares of Caledonia ("Shares") arising out of the transactions set out below.

Caledonia Investments plc 1998 Executive Share Option Scheme (the "1998 Option Scheme")

On 30 March 2010, executive directors of Caledonia exercised options granted on 26 May 2004 under the rules of the 1998 Option Scheme as shown in table 1 below. The exercise price of the options was 1055p per Share.

Table 1

Name of director	Number of Shares under option exercised
C W Cayzer	16,500
J M B Cayzer-Colvin	9,500
T C W Ingram	21,800
J M May	17,267

The rules of the 1998 Option Scheme provide that, subject to the attainment of performance targets, one third of the Shares under each option may be exercised three years after the date of grant, with the balance becoming exercisable six years after the date of grant. Caledonia's Remuneration Committee has amended the 1998 Option Scheme such that certain options granted on 26 May 2004 (which have already met all of their performance targets and would ordinarily have become fully exercisable on 26 May 2010) may be exercised on or after 25 March 2010.

On 30 March 2010, executive directors of Caledonia also exercised other options granted under the 1998 Option Scheme as shown in table 2 below:

Table 2

Name of director	Number of Shares under option exercised	Exercise price per Share (p)
C W Cayzer	2,500	782.5
C W Cayzer	8,500	810
C W Cayzer	17,100	945
J M B Cayzer-Colvin	9,000	945

Following the option exercises shown in tables 1 and 2 above, Shares received by executive directors were sold on 30 March 2010 as set out in the table 3 below at a price of 1652p per Share:

Table 3

Name of director	Number of Shares received from options	Number of Shares sold	Number of Shares retained
C W Cayzer	44,600	36,057	8,543
J M B Cayzer-Colvin	18,500	14,238	4,262
T C W Ingram	21,800	17,195	4,605
J M May	17,267	13,620	3,647

Mr Ingram subsequently gifted the Shares that he retained to one of his sons.

Caledonia Investments plc Deferred Bonus Plan (the "Deferred Bonus Plan")

Also on 30 March 2010, executive directors of Caledonia waived certain deferred awards that were granted to them on 31 May 2007 and 3 June 2008 as shown in column 1 in tables 4 and 5 below. Pursuant to a minor amendment to the rules of the Deferred Bonus Plan approved by Caledonia's Remuneration Committee, these executive directors were subsequently granted vested restricted Share awards over an equivalent number of Shares (column 2) with sufficient Shares then being sold, at a price of 1652p per Share, to discharge liabilities to income tax and employee national insurance contributions ("NICs") arising in respect of receipt of the vested restricted Shares (column 3). The post-tax number of Shares in the vested restricted Share awards (column 4) must be retained until the end of the relevant retention period of the original awards in order for the executive director to qualify (where applicable) for matching shares under the Deferred Bonus Plan. The vested restricted Shares that were granted in relation to compulsory deferral awards are subject to forfeiture (together with an obligation to reimburse to Caledonia an amount equivalent to the income tax and employee NICs paid on the vesting of the restricted Shares) in the event that the executive director ceases employment with Caledonia in certain circumstances before the end of the relevant retention period.

Table 4

Awards made on 31 May 2007

	1	2	3	4
Name of director (type of award)	Pre-tax number of Shares under deferred award waived	Pre-tax number of Shares under vested restricted Share award	Shares sold to discharge tax liabilities and NICs	Post-tax number of Shares retained under vested restricted Share award
C W Cayzer (compulsory)	2,919	2,919	1,200	1,719
J M B Cayzer-Colvin (compulsory)	2,363	2,363	972	1,391
T C W Ingram (compulsory)	4,865	4,865	2,000	2,865
T C W Ingram (voluntary)	4,865	4,865	2,000	2,865
J M May (compulsory)	4,066	4,066	1,671	2,395
J M May (voluntary)	3,388	3,388	1,393	1,995
W P Wyatt (compulsory)	2,757	2,757	1,134	1,623

Table 5

Awards made on 3 June 2008

	1	2	3	4
Name of director (type of award)	Pre-tax number of Shares under deferred award waived	Pre-tax number of Shares under vested restricted Share award	Shares sold to discharge tax liabilities	Post-tax number of Shares retained under vested restricted Share award
C W Cayzer (compulsory)	2,323	2,323	955	1,368
J M B Cayzer-Colvin (compulsory)	2,500	2,500	1,028	1,472
T C W Ingram (compulsory)	10,303	10,303	4,235	6,068
T C W Ingram (voluntary)	6,060	6,060	2,491	3,569
J M May (compulsory)	6,464	6,464	2,657	3,807
J M May (voluntary)	4,040	4,040	1,661	2,379
W P Wyatt (compulsory)	4,722	4,722	1,942	2,780
W P Wyatt (voluntary)	833	833	342	491

All of the Share sales referred to in tables 3 and 4 above were conducted through the London Stock Exchange. The Shares retained by executive directors will be registered in their own names, other than those retained by Messrs. Cayzer, Cayzer-Colvin and Wyatt shown in tables 3 and 4 which will be registered in the name of Caytrust Finance Company Limited.

Interests of Caledonia executive directors following the above share dealings

As a result of the above dealings, the interests of the above-mentioned directors in the share capital of Caledonia are as follows:

Table 6

Name of director	Beneficial share holding	% of total issued capital	Non-beneficial share holding	% of total issued capital	Share options	% of total issued capital	Deferred Bonus Plan matching awards	% of total issued capital
C W Cayzer	40,892	0.07	47,527	0.08	86,383	0.15	2,323	0.01
J M B Cayzer-Colvin	408,498	0.70	7,053	0.01	79,344	0.14	2,500	0.01
T C W Ingram	140,805	0.24	-	-	181,342	0.31	21,228	0.04
J M May	48,218	0.08	-	-	121,764	0.21	13,892	0.02
W P Wyatt	117,940	0.20	19,093	0.03	103,844	0.18	5,555	0.01