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Caledonia Inv PLC (CLDN)

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Thursday 16 January, 2003

Caledonia Inv PLC

Shareholder Circular

Caledonia Investments PLC
16 January 2003


Shareholder Circular

Following the announcement by Caledonia Investments plc ('Caledonia') on 21
November 2002 which included details of its proposed conversion to investment
trust status for UK tax purposes (the 'Proposals'), a circular is being posted
to shareholders today.  The proposed conversion to investment trust status is
expected to be effective from 1 April 2003, subject to the necessary approvals
being obtained.

The Proposals require approval by shareholders at an Extraordinary General
Meeting and at a separate Class Meeting of holders of ordinary shares (together
the 'Shareholders Meetings'), and also require High Court approval.  The
Appendix to this announcement contains further information regarding the steps
to be taken in order to implement the Proposals and the expected timetable of

The Shareholder Meetings are to be held on 12 February 2003 commencing at 11:00

The Board has received confirmation from The Cayzer Trust Company Limited,
Hermes Investment Management Limited and Hermes Focus Asset Management Limited
that they intend that 34,625,566 ordinary shares in aggregate owned or managed
on behalf of their clients (representing approximately 47.7 per cent. of the
issued ordinary shares of Caledonia) will be voted in favour of the resolutions
to be proposed at the above meetings.

 Net Asset Value as at 31 December 2002

Caledonia's net asset value (prepared using the revised valuation methodology
announced on 21 November 2002) ('Net Asset Value') as at 31 December 2002 was
£702.2 million or 967 pence per share compared to £683.1 million or 941 pence
per share at 30 September 2002 (using the same methodology). These figures are
before taking into account the costs associated with the conversion to
investment trust status (including taxation), which are not expected to exceed
£20 million or 28 pence per share.

The discount as at 31 December 2002, based on the Net Asset Value per share
(after deducting £20 million for costs associated with conversion) and the share
price as at the same date, was 30.1 per cent. This compared to 33.5 per cent. at
30 September 2002, based on the Net Asset Value per share (after adding back the
interim dividend accrual and deducting £20 million for costs associated with
conversion) and share price at that date.

Copies of the circular have been submitted to the UK Listing Authority, and will
be available for inspection at the Document Viewing Facility of The Financial
Services Authority, which is situated at 25 The North Colonnade, Canary Wharf,
London E14 5HS (Tel no: 020 7676 1000).

Commenting on the announcement, Tim Ingram, Chief Executive of Caledonia, said:

 'The proposed conversion to investment trust status represents an important
milestone in Caledonia's development. With our refined investment strategy and
sector expertise, combined with the resources we have available, we believe
there will be significant opportunities to continue to deliver strong
performance to our shareholders through backing and actively supporting our
selected investments.'

                                                                 16 January 2003

For further information, please contact:

Caledonia Investments plc                            Tel: 020 7802 8080
Tim Ingram
Chief Executive

College Hill                                         Tel: 020 7457 2020
Alex Sandberg
Tony Friend


Steps to be taken and conditions applying

A number of steps are required to implement the Proposals, including:

•         Amending the Company's articles of association, effective from 1 April
2003, to incorporate a restriction on the distribution to Caledonia's
shareholders of surpluses arising from the realisation of investments, this
being one of the requirements for investment trust status.

•         Ensuring that certain reserves of Caledonia which would otherwise be
distributable as at 1 April 2003, will not be treated as surpluses arising from
the realisation of investments for the purposes of the restriction in
Caledonia's articles of association referred to above and will therefore
continue to be distributable following Caledonia's proposed conversion to
investment trust status. The steps include the issue of a new class of deferred
shares ('Capitalisation Issue') and the subsequent cancellation of all such
shares pursuant to a reduction of capital ('Reduction of Capital') confirmed by
the High Court of England and Wales (the 'Court').  These deferred shares will
not carry any right to vote at any general meeting of Caledonia, nor will they
entitle the holders thereof to receive any dividend or other distribution of
Caledonia and have only deferred rights on a winding up. No listing has been nor
will be sought for such deferred shares. For practical and technical reasons, it
is proposed that such deferred shares be issued to a wholly owned subsidiary of
N M Rothschild & Sons Limited rather than to shareholders of the Company.

The Board believes that Caledonia should be able to start its proposed first
financial year as an investment trust on 1 April 2003 with at least £400 million
of distributable reserves.  This is a multiple of more than 20 times the
dividend cost of £18.2 million for Caledonia's financial year ended 31 March
2002 and will ensure that Caledonia is able to continue its policy of
progressive annual dividend growth for the foreseeable future.

The Shareholder Meetings are being held in order to seek shareholder approval of
the Proposals.

The Proposals are also subject to the Court confirming the proposed Reduction of
Capital.  In the unlikely event that the resolutions proposed at the Shareholder
Meetings are approved but the Court does not subsequently confirm the proposed
Reduction of Capital, the Board would seek to take steps, pursuant to the
authority granted by shareholders at the Shareholders Meetings, to cancel any
deferred shares issued pursuant to the Capitalisation Issue, with a view to
reinstating the distributable reserves used in paying up such deferred shares.
The Board would also consider, in the light of circumstances at that time,
whether it would be in the best interests of Caledonia to proceed with the
proposed conversion to investment trust status pursuant to the authority granted
by shareholders at the Shareholder Meetings.

Assuming the necessary approvals are forthcoming, Caledonia intends to convert
to investment trust status with effect from 1 April 2003, being the start of its
next financial year.  Approval as an investment trust is granted retrospectively
by the Inland Revenue for each financial year of a company for which such status
is sought.

Expected Timetable
Extraordinary General Meeting                                              12 February 2003 at 11:00 a.m.
Class Meeting                                                          12 February 2003 at 11:15 a.m. (or
                                                                                       following the EGM)
Capitalisation Issue                                                                     21 February 2003
Final Court hearing in respect of the Reduction of Capital (to                               5 March 2003
cancel the shares created by the Capitalisation Issue)
Effective date of Reduction of Capital                                                       6 March 2003
Proposed date of conversion to investment trust status, subject to                           1 April 2003
obtaining the necessary approvals.

Notes to editors

Caledonia Investments plc ('Caledonia') is a long established investment company
with international scope listed on the London Stock Exchange.  Caledonia's
strategy has delivered outperformance against its benchmark FTSE All-Share Total
Return index of 26% over the five year period to 31 December 2002 and 37% over
the ten year period to 31 December 2002.  Caledonia has a policy of delivering a
progressive annual dividend growth with a 35-year record of unbroken annual
dividend increases. Through holding a diversified portfolio, Caledonia aims to
maintain a medium overall risk position.

At 31 December 2002, Caledonia had a Net Asset Value of 939 pence per ordinary
share (after deducting £20 million for contingent tax and other costs associated
with conversion, being the amount which such costs are not expected to exceed).
Based on a share price as at 31 December 2002 the discount to its Net Asset
Value per share (after deducting costs associated with conversion referred to
above) was 30.1 per cent.

Following Tim Ingram's appointment as chief executive in June 2002, a strategic
review was undertaken.  The results of the strategy review were announced on 21
November 2002 together with the interim report for the half year to 30 September

Caledonia plans to focus on a portfolio of around 30 to 40 principal
investments, 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 presently comprising 33% of the
portfolio, including holdings in Close Brothers Group plc, ICAP plc and Rathbone
Brothers Plc; Leisure and Media comprising 17% of the portfolio, including
holdings in Kerzner International Ltd and The Sloane Club Group Ltd; Property
and General is 17% of the portfolio, including holdings in Quintain Estates and
Development PLC; Industrial and Services is 15% of the portfolio, including
investments in Offshore Logistics Inc. and Amber Industrial Holdings PLC.
Investment Funds comprise 15% of the portfolio and include holdings in British
Empire Securities and General Trust plc and funds managed by Aberforth Partners.
  Technology comprises 3% of the portfolio.

Conversion to investment trust status will eliminate Caledonia's future
liability for corporation tax on chargeable gains.  As a result, the Company
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's share price to Net Asset Value per share.  As an
investment trust, Caledonia expects to be included in the AITC Global Growth
sector where its investment performance would have put it in the top quartile by
reference to both five and ten year total shareholder returns for the period to
31 December 2002.

The Cayzer Trust Company Limited and other Cayzer family interests together
control some 49.9% of Caledonia.


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