Special dividend

Caledonia Investments PLC 31 May 2006 Caledonia Investments plc Proposals for an elective Special Dividend and renewal of Authority to Make Market Purchases of its own shares • Circular containing details of proposals first announced on 17 March 2006 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 per share will be at a 3% discount to NAV per share on or around 7 July 2006 • No obligation on shareholders to elect to receive the Special Dividend and give up part of their shareholdings • The Basic Entitlement will be to receive the Special Dividend in respect of one for every ten ordinary shares held • Ordinary shareholders will be offered the alternative choices of an Under Election Option, an Over Election Option or a Pro Rata Option • Caledonia NAV per share will be enhanced following the Special Dividend • Approval sought to renew Caledonia's authority to make market purchases of its own shares • Caledonia's preliminary results also announced today Tim Ingram, Chief Executive of Caledonia, comments: 'We are pleased to announce the detailed proposals for an elective Special Dividend and associated capital reduction of up to approximately £128 million, which will enable shareholders, if they so wish, to participate in the strong cash position that has resulted from a long period of good investment performance.' The Board of Caledonia Investments plc ('Caledonia' or the 'Company') is pleased to announce that a circular is expected to be posted today to Caledonia's shareholders setting out proposals for an elective special dividend ('Special Dividend'), details of which were first announced on 17 March 2006, and for a renewal of the Company's authority to make market purchases of its own shares. Elective Special Dividend Under the proposals, shareholders will be offered the opportunity to receive the Special Dividend on terms that they give up part of their shareholdings. The Special Dividend per share will be an amount equal to 97 per cent. of the net asset value per share calculated as at a specified date, expected to be 7 July 2006, and in accordance with a methodology specified in the circular. The shares on which the Special Dividend is paid will then be cancelled for no consideration pursuant to a court approved reduction of capital. The net asset value per share will include a provision for Caledonia's proposed final dividend for the year ended 31 March 2006 of 20.5 pence per share, which will be paid separately to shareholders on all their shares, whether or not they elect to receive the Special Dividend. The choices available to shareholders under the Special Dividend proposals will be as follows: • to do nothing and therefore continue to hold all of their shares; or • to elect to receive the Special Dividend in respect of one for every ten ordinary shares held (rounded down, where appropriate, to the nearest whole number of ordinary shares) (the 'Basic Entitlement'); or • to elect to receive the Special Dividend on a number of ordinary shares less than their Basic Entitlement (the ''Under Election Option''); or • to elect to receive the Special Dividend on a number of ordinary shares greater than their Basic Entitlement, with such elections only being accepted to the extent that other shareholders elect to receive the Under Election Option or do not elect to receive the Special Dividend at all (the ''Over Election Option''); or • to elect to receive the Special Dividend on such number of ordinary shares as to maintain, after taking into account other shareholders' elections and those shareholders who do not elect to receive the Special Dividend at all, their proportionate interests in Caledonia at the same level as prior to the Special Dividend (the ''Pro Rata Option''). There is no obligation to elect to receive the Special Dividend and shareholders will wish to make their choice in the light of their own circumstances and individual tax considerations. The total number of shares on which the Special Dividend will be paid will be limited to 6,410,579 shares, based on the 64,105,796 shares currently in issue (excluding shares held in treasury). Based on Caledonia's unaudited net asset value per share as at 30 April 2006 and assuming the Special Dividend is elected on the maximum number of shares, the aggregate total of returned funds would amount to approximately £128 million and would result in an enhancement in net asset value per share (net of estimated costs) of approximately 0.3 per cent. The funds required for the Special Dividend will be financed through a combination of Caledonia's internal cash resources and, to the extent necessary, through a £75 million short-term committed facility provided by The Royal Bank of Scotland Plc. The Special Dividend proposals will be conditional on (i) the approval of shareholders at an extraordinary general meeting and class meeting of the Company to be held on 26 June 2006; (ii) unless waived in certain circumstances with the consent of the Panel on Takeovers and Mergers (the 'Panel'), the approval of independent shareholders to a waiver by the Panel of the obligation on the Cayzer concert party ('Concert Party') that could arise under the City Code on Takeovers and Mergers to make a general offer to all shareholders of the Company as a result of the cancellation of shares pursuant to the Special Dividend proposals; and (iii) the approval of the reduction of capital by the court. It is anticipated that, if approved, the Special Dividend will be paid on or around 13 July 2006. Authority to Make Market Purchases of its own shares Shareholders' approval will also be sought at the extraordinary general meeting to the renewal of the Company's authority to purchase up to a maximum of 6,410,500 of its own shares, representing approximately 10 per cent. of the issued ordinary share capital (excluding shares held in treasury). Independent shareholders will also be asked to approve a waiver by the Panel of the obligation that could arise on the Concert Party to make a general offer to all shareholders of the Company on the exercise by Caledonia of the authority to make market purchases of its shares, subject to the condition that the Company will not make any market purchases which would result in the total percentage of voting rights held by the Concert Party exceeding 49.9 per cent. Preliminary results for the year ended 31 March 2006 Caledonia has today announced its preliminary results for the year ended 31 March 2006. 31 May 2006 ENQUIRIES: Caledonia +44 (0)20 7457 2020 (today)/ +44 (0)20 7802 8080 (thereafter) Tim Ingram, Chief Executive Jonathan Cartwright, Finance Director College Hill +44 (0)20 7457 2020 Tony Friend Roddy Watt JPMorgan Cazenove +44 (0)20 7588 2828 Julian Cazalet This information is provided by RNS The company news service from the London Stock Exchange
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