Response to announcement

Caledonia Investments PLC 05 September 2003 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN CALEDONIA INVESTMENTS PLC The Board has noted today's announcement of proposals for the liquidation of Caledonia Investments plc ('Caledonia' or 'the Company'). These proposals are essentially the same as those received by the Company in June 2003. As the Company announced on Monday 7 July 2003 the Board had considered the proposals with its financial advisers, N M Rothschild & Sons Limited and Cazenove & Co. Ltd., and unanimously had concluded that the proposals are not in the best interests of shareholders. In assessing whether an effective liquidation of the Company would have been appropriate, the Board has examined whether the Company is meeting its objectives and has considered the Company's prospects in the light of its historic performance. Caledonia has an outstanding record in delivering shareholder value: • The proposals have been made against a background where, according to the latest Association of Investment Trust Companies' statistics (as at 31 July 2003), the Total Shareholder Return of Caledonia Investments plc is in the top decile of its sector for all periods up to 10 years (i.e. 3 months, 6 months, 1 year, 3 years, 5 years and 10 years). • The Company's dividend per share has increased every year over the last 36 years, representing a compound annual growth of 9.3% over the period. The Board believes its successful long term strategy should continue to deliver outperformance going forward. In 2002 Caledonia's management was strengthened with the appointment of a new Chief Executive, Tim Ingram. Following his initial review of the Company, proposals to convert Caledonia to investment trust status were announced in November 2002. Since converting to investment trust status, the discount of Caledonia's share price to its NAV has continued to narrow. Specifically, the discount stood at 33.5% on 30 September 2002 (the last date on which the NAV was published before the announcement of Caledonia's intention to convert to an investment trust), was 29.8% on 31 March 2003 (the last date on which the NAV was published before Caledonia's conversion to an investment trust) and was 20.1% on 31 August 2003 (the date of the last published NAV). Valuing the proposals Shareholders should note that the proposals include no firm cash offer and provide no certainty as to the level of proceeds that would be received by shareholders nor to the timing of receipts. Rather, the proposals are for a new management team to take responsibility for the Caledonia portfolio, to liquidate all of the assets over an estimated period of two years and distribute the net proceeds either in cash or by reinvestment into a new investment vehicle. The announcement indicated that 'the professional costs and costs of incentivisation arising during the 2 year process are expected to be approximately £29 million'. The Board of Caledonia believe that the proposals would be likely to result in the level of proceeds received eventually by shareholders being at a significant discount to the prevailing net asset value. Cayzer Trust Company ('CTC') The proposals outlined in the announcement require the support of the shareholders of CTC, as well as the support of the shareholders of Caledonia (of which CTC is a 37.7% shareholder), in order to be implemented. The announcement made earlier today states that CTC 'has received indications from (CTC) shareholders, together representing in excess of 50% of the voting rights that, in the event of the Project Locksmith proposals (these Proposals) being placed before members in a general meeting, these votes would be cast against the proposals'. On this basis, the proposals cannot be implemented. Conclusion The Company, therefore, believes that the proposal is not in the best interests of shareholders, and anyway cannot be implemented. Tim Ingram, Chief Executive of Caledonia, said: 'We have considered these proposals carefully and concluded that they are not in the best interests of our shareholders. They would only have served to destroy a company that has been producing outstanding returns in the short, and medium, and long term. We remain firmly committed to our strategy of delivering total shareholder return outperformance'. 5 September 2003 ENQUIRIES: Caledonia Investments plc Tel: +44 (0)20 7802 8080 Tim Ingram, Chief Executive College Hill Tel: +44 (0)20 7457 2020 Alex Sandberg Tony Friend N M Rothschild & Sons Limited and Cazenove & Co. Limited are acting for Caledonia in connection with the proposals referred to in this announcement and no one else and will not be responsible to anyone other than Caledonia for providing the protections offered to clients of N M Rothschild & Sons Limited and Cazenove & Co. Limited nor for providing advice in relation to such proposals. The Association of Investment Trust Companies ('AITC') statistics quoted are derived from the Monthly Information Service dated August 2003 from the AITC prepared by Fundamental Data Limited on behalf of AITC Services Limited. NOTES TO EDITORS Caledonia is a long established investment company with international scope listed on the London Stock Exchange. Since April 2003 Caledonia has been classified in the AITC Global Growth sector of investment trusts where its investment performance puts it in the top decile by reference to all the main reference periods used by the AITC, i.e. 3 months, 6 months, 1 year, 3 years, 5 years and 10 years (to 31 July 2003 - the most recent date for which AITC data is available). Caledonia's strategy has delivered outperformance against its benchmark FTSE All-Share Total Return index of 56% over the five year period to 31 August 2003 and 76% over the ten year period to 31 August 2003. Its total shareholder return outperformance for the 12 months to 31 August 2003 was 38%. Caledonia has a policy of delivering progressive annual dividends with a 36-year record of unbroken annual dividend increases. Through holding a diversified portfolio, Caledonia aims to maintain a medium overall risk position. At 31 August 2003, Caledonia had an unaudited Net Asset Value of 1154p per ordinary share. Based on the share price as at the end of August 2003 the discount to its Net Asset Value per share was 20.1%. Caledonia's strategy is to focus on a portfolio of around 30 to 40 principal investments, where it has significant and influential stakes with a policy that at least 50% of the total portfolio should be in quoted securities or other liquid assets. New investments will typically be in the range £10 million to £25 million. Careful control is exercised over costs, notwithstanding Caledonia's active and participative management style. The Board believes that Caledonia has a long established and valuable reputation for being a supportive long term investor, which brings a strong deal flow of opportunities not always available to others. Caledonia's investments are focused on a selected range of sectors where it has good in-house knowledge that can add value to management of investee companies. Where particular expertise is not held in-house, investments may be made through third party managed funds where Caledonia will often seek a significant stake in the management company. Caledonia's selected sectors are: Financial: comprising 34% of total assets, including holdings in Close Brothers, ICAP and Rathbone Brothers; Leisure and Media: comprising 19% of the total assets, including holdings in Kerzner International and The Sloane Club; Managed General Funds: comprising 19% of the total assets including holdings in British Empire Securities and a fund managed by Aberforth Partners; Industrial and Services: comprising 15% of the total assets, including investments in Offshore Logistics and Paladin Resources; Property: comprising 10% of the total assets, including a holding in Quintain Estates; and Other: comprising 3% of the total assets. The percentages of the total assets quoted are as at 31 August 2003. As an investment trust Caledonia is not subject in the future to liability for corporation tax on chargeable gains. As a result, Caledonia believes it will be able to build greater value for shareholders and be more appealing to retail shareholders which ultimately should contribute towards a lower discount of Caledonia share price to Net Asset Value per share. Shown below is a table# illustrating how the value of £100 invested in Caledonia over a period of 1 year, 3 years, 5 years and 10 years to 31 July 2003 (the latest date for which all comparative data is available) compares with an equivalent theoretical investment in: (i) The Association of Investment Trust Companies ('AITC') Global Growth weighted average index (ii) The FTSE All-Share Total Return Index, and (iii) UK Savings 25,000* Period invested to 31 July 2003 1yr 3yr 5yr 10yr £ £ £ £ Caledonia 135.5 131.4 127.9 279.7 AITC Global Growth 103.7 67.5 88.3 169.2 FTSE All-Share Index 103.4 72.9 85.6 195.5 UK Savings 25,000* 102.1 108.4 117.3 146.5 As can be seen in the table above, £100 invested in Caledonia shares would have generated a significantly higher return over 1 year, 3 years, 5 years and 10 years than alternative investments in either the overall AITC Global Growth Investment Trust sector, the FTSE All-Share Index or an index representative of the building society industry. # Source data prepared by Fundamental Data Limited on behalf of AITC Services Limited. * UK Savings 25,000 is an index compiled from an aggregate of 20 bank building society rates to represent the industry, for a deposit of £25,000 up to 90-day notice accounts. Caledonia is a member of the Association of Investment Trust Companies (AITC). For further information please visit www.caledonia.com This information is provided by RNS The company news service from the London Stock Exchange
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