Caledonia Regulatory News (CLDN)

Caledonia Investments plc

Related party transaction

Caledonia Investments plc ("Caledonia" or the "Company") announces that on 26 May 2016, the Caledonia Investments plc Employee Share Trust (the "Employee Share Trust") purchased 300,000 shares in Caledonia from The Cayzer Trust Company Limited ("Cayzer Trust") at a price of 2409.60p per share.

The Employee Share Trust acquires and holds shares in the Company for subsequent transfer to Caledonia employees who are beneficiaries of the Employee Share Trust and who participate in the Company's share-based incentive plans. It is deemed by the Panel on Takeovers and Mergers to be a member of the Cayzer family concert party ("Concert Party"), which in aggregate owns 48.49% of Caledonia's total voting rights. Consequently, due to the restrictions imposed by Rule 9 of the City Code on Takeovers and Mergers ("Code"), the Employee Share Trust has a very limited ability to acquire Caledonia shares, other than from other members of the Concert Party.

Prior to the above transaction, the Employee Share Trust held 245,097 Caledonia shares and there are currently awards over 1,283,313 shares outstanding under the Company's incentive plans. In view of the Code restrictions and in order to assist the Employee Share Trust in maintaining sufficient Caledonia shares to satisfy such awards for the foreseeable future, Cayzer Trust, a fellow member of the Concert Party, offered to sell a small part of its shareholding to the Employee Share Trust.

The Employee Share Trust is financed by an interest free loan facility from Caledonia and undertakes transactions in Caledonia shares at the request of the Company. Cayzer Trust is a substantial shareholder in the Company for the purposes of the Listing Rules and the Company has been advised that the Employee Share Trust's purchase of the above shares from Cayzer Trust is a related party transaction falling within the provisions of Listing Rule 11.1.10R (Modified requirements for smaller related party transactions).

The transaction was conducted on-exchange after market close at the volume-weighted average price for the Company's shares on the day of execution and Caledonia has obtained written confirmation from a sponsor, J.P. Morgan Cazenove, that the terms of the transaction are fair and reasonable as far as the shareholders of the Company are concerned.

Following the transaction, the Employee Share Trust owns 545,097 shares and Cayzer Trust 19,371,536 shares in Caledonia, respectively representing 0.98% and 34.98% of the Company's total voting rights.

 26 May 2016

Contact for enquiries:

Graeme Denison +44 20 7802 8080

Company Secretary

Caledonia Investments plc