REG - Caledonia Investmnts - Result of AGM and update on share sub-division

Caledonia InvestmentsAnnouncement

16/07/2025 17:45

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RNS Number : 3756R  Caledonia Investments PLC  16 July 2025

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       34,794,546             99.98                  6,563       0.02                        34,801,109                66.12             7,061
         March 2025
 2       To approve the directors' remuneration report for the year ended 31 March       34,429,475             99.00                  346,043     1.00                        34,775,518                66.07             32,652
         2025(other than the directors' remuneration policy)
 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             7,807,814              81.07%                 1,823,041   18.93%                      9,630,855                 18.30%            24,432
         shareholders)
 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  34,769,562             99.91                  30,476      0.09                        34,800,038                66.12             8,132
         ordinary shares of 0.5p each
 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       34,744,370             99.84                  55,247      0.16                        34,799,617                66.11             8,553
         meetings) on not less than 14 clear days' notice((3))
 22      To increase the maximum ordinary remuneration of the non-executive directors    34,638,988             99.59                  141,661     0.41                        34,780,649                66.08             27,521
         may be paid under the Company's articles of association

( )

 ((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
(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

 

END

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