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Friday 17 October, 2003

Caledonia & Cayzer

Status of the Proposals

Caledonia Realisation & Cayzer Cont
17 October 2003

For immediate release                                          17 October 2003

   Not for release, publication or distribution in or into the United States,
                           Canada, Australia or Japan

 Status of the Proposals put forward by Cayzer Continuation Limited ('CC') and

                    Caledonia Realisation Limited ('CR') and

                       shareholder activism going forward

In accordance with the announcement made by the Panel on Takeovers and Mergers
('the Panel') on 1 October 2003, the boards of CC and CR announce that they will
not, except with the consent of the Panel, for a period of six months from the
date of this announcement:

  • further publicly promote the Proposals referred to in the announcement of
    5 September 2003; or

  • publicly promote any other transaction or proposal that would be governed
    by the City Code on Takeovers and Mergers ('the Code'); or

  • act in concert with any other person to do either of the above.

The boards of CC and CR reserve the right to take any of the actions referred to
above if the board of Caledonia agrees, or a competitive situation (as
determined by the Panel) arises or otherwise if, with the agreement of the
Panel, there is a material change in circumstances.

The boards of CC and CR remain convinced that the Proposals, or alternative
proposals which have as their primary purpose the same objectives, would have
provided the best opportunity for shareholders in both Caledonia and CTC to
maximise value. The boards of CC and CR regret that the boards of Caledonia and
CTC have chosen not to take this obvious opportunity to address the inherent
shortcomings in the structure of Caledonia and CTC.

However, the boards of CC and CR believe it is clear that the strength of
feeling, demonstrated by institutional shareholders representing 36.2% of the
Free Float supporting the Proposals, merely confirms that the status quo is not
a viable option for Caledonia and CTC.

Accordingly, whilst mindful of the constraints referred to above, the boards of
CC and CR intend to continue assisting the Cayzer-Rotherwick Group (and those
other shareholders of Caledonia who share their views) in exercising all of
their rights as shareholders to seek to persuade the remaining shareholders of
Caledonia and CTC and Caledonia that change is inevitable. The boards of
Caledonia and CTC and Caledonia are invited to formulate and put to shareholders
their own proposals over the next three months, the primary effect of which
would be:

  • to reduce the discount to NAV at which the shares of Caledonia currently

  • to provide an opportunity for those shareholders of Caledonia or CTC who
    wish to realise their investment to do so at a price close to NAV; and

  • to address the existing corporate governance shortcomings of Caledonia.

The boards of CC and CR believe that a number of shareholders of Caledonia will
lend their support to shareholder activism of this nature and look forward to
playing a significant role in the ultimate restructuring of Caledonia and CTC
for the benefit of all of their respective shareholders in the fullness of time.

Sir John Craven, Chairman of CC and CR said:

'We will continue to press the boards of Caledonia and CTC and Caledonia for
change. They have singularly failed to address the legitimate concerns of a
significant group of CTC shareholders and a significant proportion of
Caledonia's institutional shareholders (who together represent approximately 28%
of the underlying value).'

'This group believes that the status quo is not an option. The boards of
Caledonia and CTC and Caledonia must address corporate governance, conflict of
interest and commercial issues for the benefit of all Caledonia and CTC and
Caledonia shareholders.'


Sir John Craven                   Caledonia Realisation Limited    020 7409 5649

                                  Cayzer Continuation Limited

Anthony Cardew                    CardewChancery                   020 7930 0777

Phil Brown, Corporate Advisory    Deutsche Bank                    020 7545 8000

James Agnew, Corporate Broking

Elaine Bartleet, Press Office

Deutsche Bank AG London ('Deutsche Bank'), which is regulated by the Financial
Services Authority for the conduct of designated investment business in the UK,
is acting for CC and CR and no one else in connection with the Proposals and
will not be responsible to anyone other than CC and CR for providing the
protections afforded to clients of Deutsche Bank nor for providing advice in
connection with the Proposals or any other transaction or arrangement referred
to herein.

Expressions defined in the announcement by CC and CR made on 5 September 2003
bear the same meaning when used in this announcement.

                      This information is provided by RNS
            The company news service from the London Stock Exchange