Caledonia Investments plc
Result of Annual General Meeting and update on share sub-division
Caledonia Investments plc (the "Company") held its annual general meeting ("AGM") on Wednesday 16 July 2025 at 11.30 am. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.
All resolutions were passed by shareholders. The full text of each resolution considered at the AGM is contained in the circular to shareholders incorporating the notice of the AGM, which is available on the Company's website at www.caledonia.com.
Resolutions 10, 11, 12, 13 and 14 relating to the re-election of independent non-executive directors, were passed by separate majorities of all shareholders and of those shareholders who are independent of the Cayzer family concert party, the members of which are regarded as controlling shareholders for the purposes of the Financial Conduct Authority's Listing Rules.
The results of the poll for each resolution is set out below.
| Resolution
| Votes For (including discretionary)(1)
| Votes Against(1) | Total Votes Cast | Votes Withheld(2) | ||||
| Number of shares | % of votes | Number of shares | % of votes | Total number of votes cast | % of total voting rights | Number of shares | ||
| 1 | To receive and adopt the annual report and accounts for the year ended 31 March 2025 | 34,794,546 | 99.98 | 6,563 | 0.02 | 34,801,109 | 66.12 | 7,061 |
| 2 | To approve the directors' remuneration report for the year ended 31 March 2025(other than the directors' remuneration policy) | 34,429,475 | 99.00 | 346,043 | 1.00 | 34,775,518 | 66.07 | 32,652 |
| 3 | To approve and declare a final dividend of 53.91p per ordinary share | 34,766,130 | 99.89 | 38,336 | 0.11 | 34,804,466 | 66.12 | 3,704 |
| 4 | To re-elect Mr D C Stewart as a director | 33,681,205 | 96.85 | 1,096,940 | 3.15 | 34,778,145 | 66.07 | 30,025 |
| 5 | To re-elect Mr M S D Masters as a director | 34,765,107 | 99.96 | 12,718 | 0.04 | 34,777,825 | 66.07 | 30,345 |
| 6 | To re-elect Mr R W Memmott as a director | 34,756,470 | 99.94 | 21,862 | 0.06 | 34,778,332 | 66.07 | 29,838 |
| 7 | To re-elect Mr J M B Cayzer-Colvin as a director | 34,755,443 | 99.91 | 30,368 | 0.09 | 34,785,811 | 66.09 | 22,359 |
| 8 | To re-elect The Hon C W Cayzer as a director | 34,408,969 | 98.92 | 377,054 | 1.08 | 34,786,023 | 66.09 | 22,147 |
| 9 | To re-elect Mr W P Wyatt as a director | 34,405,887 | 98.93 | 371,310 | 1.07 | 34,777,197 | 66.07 | 30,973 |
| 10 | To re-elect Ms F A Buckley as a director (all shareholders) | 34,526,043 | 99.26 | 256,866 | 0.74 | 34,782,909 | 66.08 | 25,261 |
| 10 | To re-elect Ms F A Buckley as a director (independent shareholders) | 9,373,160 | 97.33% | 256,866 | 2.67% | 9,630,026 | 18.30% | 25,261 |
| 11 | To re-elect Mr G B Davison as a director (all shareholders) | 34,535,796 | 99.31 | 238,768 | 0.69 | 34,774,564 | 66.07 | 33,606 |
| 11 | To re-elect Mr G B Davison as a director (independent shareholders) | 9,382,913 | 97.52% | 238,768 | 2.48% | 9,621,681 | 18.28% | 33,606 |
| 12 | To re-elect Ms M A Farlow as a director (all shareholders) | 34,237,100 | 98.44 | 544,284 | 1.56 | 34,781,384 | 66.08 | 26,786 |
| 12 | To re-elect Ms M A Farlow as a director (independent shareholders) | 9,084,217 | 94.35% | 544,284 | 5.65% | 9,628,501 | 18.29% | 26,786 |
| 13 | To re-elect Mrs C L Fitzalan Howard as a director (all shareholders) | 34,515,199 | 99.23 | 269,119 | 0.77 | 34,784,318 | 66.09 | 23,852 |
| 13 | To re-elect Mrs C L Fitzalan Howard as a director (independent shareholders) | 9,362,316 | 97.21% | 269,119 | 2.79% | 9,631,435 | 18.30% | 23,852 |
| 14 | To re-elect Ms L R Fordham as a director (all shareholders) | 32,960,697 | 94.76 | 1,823,041 | 5.24 | 34,783,738 | 66.08 | 24,432 |
| 14 | To re-elect Ms L R Fordham as a director as a director (independent shareholders) | 7,807,814 | 81.07% | 1,823,041 | 18.93% | 9,630,855 | 18.30% | 24,432 |
| 15 | To re-appoint BDO LLP as auditor | 34,758,961 | 99.92 | 28,315 | 0.08 | 34,787,276 | 66.09 | 20,894 |
| 16 | To authorise the directors to agree the auditor's remuneration | 34,788,446 | 99.98 | 7,663 | 0.02 | 34,796,109 | 66.11 | 12,061 |
| 17 | To sub-divide each ordinary share of 5p in the capital of the Company into ten ordinary shares of 0.5p each | 34,769,562 | 99.91 | 30,476 | 0.09 | 34,800,038 | 66.12 | 8,132 |
| 18 | To grant the Company authority to make market purchases of its own shares(3) | 34,534,807 | 99.22 | 270,447 | 0.78 | 34,805,254 | 66.13 | 2,916 |
| 19 | To authorise the allotment of unissued shares | 34,730,741 | 99.82 | 63,654 | 0.18 | 34,794,395 | 66.10 | 13,775 |
| 20 | To authorise the allotment of shares on a non pre-emptive basis(3) | 34,698,787 | 99.73 | 95,314 | 0.27 | 34,794,101 | 66.10 | 14,069 |
| 21 | To authorise the convening of general meetings (other than annual general meetings) on not less than 14 clear days' notice(3) | 34,744,370 | 99.84 | 55,247 | 0.16 | 34,799,617 | 66.11 | 8,553 |
| 22 | To increase the maximum ordinary remuneration of the non-executive directors may be paid under the Company's articles of association | 34,638,988 | 99.59 | 141,661 | 0.41 | 34,780,649 | 66.08 | 27,521 |
| (1) | Votes "for" and "against" are expressed as a percentage of the total votes cast. |
| (2) | A "withheld" vote is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution. |
| (3) | Special resolution requiring a 75% majority. |
The Company had 52,635,326 ordinary shares of 5p each with voting rights in issue as at 11.30 am on Monday 14 July 2025, being the deadline for receipt of validly completed proxy forms by the Company's registrar, and as at the date of the AGM. No ordinary shares were held in treasury.
In accordance with Listing Rule 6.4.2R, copies of the resolutions that did not constitute ordinary business at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Update on share sub-division
Following shareholder approval of resolution 17 for the sub-division (the "Share Sub-division") of each ordinary share of 5p ("Existing Ordinary Shares") in the capital of the Company into ten ordinary shares of 0.5p each ("New Ordinary Shares"), further details of the Share Sub-division are set out below.
The Share Sub-division will result in ordinary shareholders holding ten New Ordinary Shares for each Existing Ordinary Share they held immediately prior to the Share Sub-division. The Share Sub-division is conditional upon the New Ordinary Shares being admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Admission Applications"). The Admission Applications have been made and it is expected that the last day of dealings in Existing Ordinary Shares will be 24 July 2025 and the effective date for dealings to commence in New Ordinary Shares will be 25 July 2025.
If the proposed Share Sub-division proceeds, it is expected that the price of each New Ordinary Share will become one tenth of the price of an Existing Ordinary Share. This will reflect the fact that Ordinary Shareholders will own ten times as many ordinary shares. Ordinary Shareholders should however note that, subject to market movements, the aggregate value of their shareholdings should remain the same. Additionally, the Share Sub-division will not have any impact on the Company's net assets as no change in the total aggregate nominal value of the Company's issued share capital will occur.
The New Ordinary Shares will carry the same rights in all respects as the Existing Ordinary Shares, including voting rights. Mandates and other instructions for the payment of dividends and communication preferences will continue to apply to the New Ordinary Shares.
The New Ordinary Shares will be in registered form and may be held in certificated or uncertificated form. Following the Share Sub-division becoming effective, share certificates in respect of the Existing Ordinary Shares will cease to be valid and will be cancelled. New certificates in respect of New Ordinary Shares will be issued to those Ordinary Shareholders who hold their Existing Ordinary Shares in certificated form, and are expected to be dispatched, at the risk of shareholders, by 8 August 2025. Share certificates in respect of Existing Ordinary Shares should be destroyed upon receipt of new certificates. No temporary documents of title will be issued. Transfers of New Ordinary Shares after 24 July 2025, but before the dispatch of new certificates, will be certified against the register of members of the Company. CREST accounts are expected to be credited on 25 July 2025.
The Share Sub-division will become effective on admission of the New Ordinary Shares to the Official List, which is expected to be 8.00 am on 25 July 2025.
The ticker for the New Ordinary shares will remain the same as the ticker for the Existing Ordinary shares (CLDN).
The New Ordinary shares will have a new ISIN and SEDOL, as follows:
ISIN: GB00BTNQ8K38
SEDOL: BTNQ8K3
It is anticipated that a further announcement confirming the number of shares in issue and the total voting rights following the Share Sub-division will be released on 24 July 2025.
Enquiries:
Richard Webster
Company Secretary
Tel: +44 (0)20 7802 8080
16 July 2025
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