Caledonia Investments plc

Good morning, everyone, and thank you for joining us today for Caledonia Investments PLC half-year results presentation. The presentation will commence shortly. After the presentation, we will conduct a Q&A session. If you wish to ask a question, you'll be able to ask a question either through the Zoom webinar link provided separately or by submitting written questions using the Ask a Question button on the SparkLive webcast page. Please note that this call is being live streamed to a webcast for a wider audience and will be recorded. I would now like to hand over to Matt Masters, Chief Executive Officer, to open the presentation. Please go ahead.

Hello, I'm Matt Masters, CEO of Caledonia Investments, and welcome to our results presentation for our half year to 30th September 2025. You will also hear from Tom Leder, who leads our private capital strategy, and Rob Memmott, our Chief Financial Officer. Before we go through the results, a short reminder about Caledonia. We are long-term stewards of our shareholders' capital, including the Kayser family, who have entrusted us with theirs for generations. Looking after multi-generational capital shapes everything we do. We need to make returns, but do so whilst limiting the risk of losing capital. We target absolute returns of inflation plus 3-6%, and this influences the level of risk we're prepared to take. Over time, our approach to investing has delivered results at the top end of this target range at 9.8% per annum, outperforming inflation by 6.5% per annum, and we have consistently increased our dividend for over half a century. Our approach to investing is straightforward. We invest in high-quality businesses and hold them for the long term. Our maxim, time well invested, captures the essence of our approach perfectly. Our in-house investment team is fully aligned with shareholders. We do not manage anyone else's money and there is no fundraising. Performance is measured against NAV per share over time and rewarded in Caledonia shares. So our incentives are directly tied to long-term value creation. Our investment strategy is perfectly encapsulated by time well invested. We use our strong balance sheet, long-term approach and in-house investment team to underpin our focus on long-term results and be robust during downturns and in fact aim to use these to our advantage. We're organised across three main strategies providing access to private and public companies across different sectors and geographies. We're looking for the same three key ingredients which are attractive markets to operate in, resilient businesses with strong fundamentals and return characteristics and that are well managed and aligned with shareholders. The strategies have together generated Caledonia's overall performance, which is shown in the chart. Over 5 and 10 years we have delivered at or beyond the top end of our targets and across all periods both NAV per share total return and share price total return have kept ahead of inflation, which is our core aim. In the last three years, share price total return has been stronger than NAV per share total return as the discount has reduced from 37% to 33%. Moving on to the highlights for the half year. we're pleased to report another positive performance with NAV total return of 4.4% and total shareholder return of 8.5%. This was driven by strong public companies and private capital performance, partially offset by funds and including the impact of the pound strengthening against the dollar, reducing NAV by approximately 2%. Today, we are announcing our interim dividend of 3.68 pence per share, which reflects the change in dividend payment profile to 50% of the prior year's annual total dividend. This dividend will be paid on 8th January 2026. Moving on to public companies. This comprises two portfolios, each taking a concentrated approach to making long-term investments in high-quality companies. We're looking for high-quality, durable businesses which we think have got great futures ahead of them. We aim to buy well and hold for the long term. The overall public company strategy delivered 9.9%, driven by a capital portfolio and within that primarily Oracle, Microsoft and Alibaba, who are benefiting from continuing demand for cloud-based services, including AI. We initiated a new position in Charles Schwab, the US-listed brokerage business that we've been tracking since 2017. We like Schwab because of its massive scale, with just over $10 trillion in client assets, a market-leading focus on driving down costs for its clients. Its track record speaks for itself, with an annualised total shareholder return of 17% since it listed in 1987. It's well managed, with good continuity of leadership, with the eponymous Charles Schwab still on the board. We deployed 35 million, mostly on 7th April, shortly after President Trump's Liberation Day, which was followed by a downturn in the equity markets and presented the lowest price that Schwab and the market traded in the last year. This de-risked our point of entry and is a good demonstration of our time well invested approach. We purposely set ourselves up to buy shares in wonderful companies when they become more attractively priced. On the same theme, Oracle delivered a standout performance for us and we were able to realise gains, selling three quarters of the value of our holding at the start of the period as its share price doubled and its risk characteristics changed. We first invested in Oracle in 2014 when it was rated as legacy tech and judged late to the cloud and as a service, we looked closer and saw a business with a good market position in an attractive market, excellent business fundamentals with high levels of recurring revenue and plans to increase this, and excellent returns metrics, run by a management team that was certainly aligned with shareholders and very well proven. Our analysis helped us establish that long-term ownership was very likely to be rewarded. And as you can see from the chart, Oracle took a little while to get going, but we could see that they were doing what great long-term businesses do, which is accept some short-term pain as they invested in a comprehensive move to the cloud and as a service offering, whilst using their low rating to undertake a massive share buyback, with them buying back $120 billion of their shares and the share count reduced by 38%. As their transition to the cloud and as the service became better understood by the market, share price performance improved and more recently Oracle's cloud offering and incumbent position in corporate and governmental data places them very well for AI and this has driven the doubling of its share price during the first half of our year. Our overall investment performance from only Oracle has been good with £35 million invested delivering £101 million in cash returns through top slicing and dividends with the position worth £89 million at the end of the period. So 5.4 times our money. I'll now hand over to Tom to talk about private capital. Thank you, Matt. Today I'll walk you through our performance, portfolio highlights and recent developments, focusing on how we continue to support private companies in creating enduring value. As a reminder, California Private Capital is focused on making direct investments, usually on a majority basis, into high-quality, mid-market, UK-centric businesses. Our model is built on permanent capital, genuine partnership, a patient long-term perspective with moderate use of leverage. Unlike private equity firms whose funds have limited lifespans, restricting the time when investments must be made, grown and sold, we have no time limitations on our investments. We can build genuine partnerships with strong management teams and help them create enduring value without the constraints of short-term capital. Our current portfolio has a net asset value of £907 million, invested across eight companies and represents approximately 30% of the NAV of Caledonia as a whole. For the half year, we delivered a total return of 7.7%. This result was primarily driven by the agreed sale of our minority stake in Stonehague Fleming to Corient Wealth, on which we exchanged contracts in September, along with continued good operating performance from AirServe. I will cover Stonehaig Fleming in a bit more detail on the next slide, but clearly the sale, when it completes, will deliver an excellent result for Caledonia. AirServe was another strong performer, valued at £193 million as at 30th September. In the half year it delivered an 11% return, driven by strong revenue and profit growth. The business paid Caledonia a dividend of £24.5 million in the period. The other companies in the portfolio continue to make progress in executing their value creation plans. Looking at our long-term performance, private capital has delivered annualised returns of 8.5% over 3 years, 20.7% over 5 years and 12.5% over 10 years, all versus our 14% target. Stonehague Fleming is a full-service, multi-family office, helping discerning clients address the challenges of creating and preserving wealth. It is focused on the ultra-high net worth market, which is the fastest growing segment of the wealth market. The firm's clients have entrusted it with the management, fiduciary oversight and administration of assets in excess of US$175 billion. StoneAid Cleaning provides its services from 20 offices in 14 geographies. With an initial investment of approximately $90 million in July 2019, we acquired a minority stake alongside Giuseppe Cucci and the other founder partners. The management were not looking for a conventional private equity investor, but instead for a capital provider which shared their long-term perspective and multi-generational approach to preserving and growing capital. Together we restructured the balance sheet and the shareholder base of the group to position it for the next phase of growth. Over the following six years we have worked in close partnership with the leadership team to deliver upon our original investment thesis which entailed first, streamlining the governance structure by financing and supporting succession management. Second, investing in technology which improved margins and allowed Stonehay Fleming to internalise services that were previously outsourced. Third, enhancing business development, which delivered strong organic growth. And fourth, completing four strategic acquisitions, which have expanded the firm's geographic reach and diversified its product and service offering. The business has been a consistent performer, a true compounder. Strong cash generation and disciplined reinvestment have driven returns steadily upward through our ownership. This investment is a hallmark example of our unique approach. Long term, partnership driven and unconstrained by fixed fund life and has delivered exceptional value for all stakeholders. We expect the deal to close in mid-2026, subject to the required regulatory consents, at which point it should deliver cash proceeds of approximately £288 million, representing, including dividends received along the way, a 3.2 times multiple on cost of investment. As of 30 September, Stonehick Fleming was valued in the portfolio at £259.7 million, net of an approximately 10% discount to reflect the transaction execution risk and the time value of money. The bubble chart here illustrates for all our major realisations since 2012, on the x-axis the realised IRR and on the y-axis the NAV uplift at exit compared to the carrying value 12 months prior to exit. For Stonehaight-Fleming, the expected exit proceeds of £288 million represent a 30% uplift to its carrying value as at 31 March 2025. This result is comparable with a 37% uplift relative to the carrying value when we sold 7 IM in January 2024. Overall, across the portfolio, we have a strong track record of realisations. Since 2012, we've generated £1.4 billion in proceeds, returning around £700 million in net cash to Caledonia. Our realised investments have delivered a 17% IRR and a two times multiple on cost, which, given the low appetite for and use of leverage, compares very favourably with the returns delivered by UK mid-market private equity. Let me finish by saying we continue to deliver strong and consistent returns, underpinned by our disciplined approach and the strength of our partnerships. The success of Stonehague Fleming exemplifies the power of our permanent capital model, enabling us to back exceptional businesses and management teams, support their long-term growth, and realise substantial value for our shareholders. Thank you, and I'll now hand over to Rob.

Thank you, Tom. Our funds pool has been running for more than 15 years. The opportunity is significant. These funds tend not to market in Europe, meaning that we are often the only European investor, a real differentiator. The pool NAV of 884 million is a diverse portfolio invested in some 82 funds by 46 managers and in more than 600 underlying businesses. 64% of the NAV is focused on the North America lower mid-market buyouts. The funds are typically the first institutional investment into relatively small, often owner-managed businesses. The playbook is to transform the companies by strengthening the management team, improving operational efficiency, growing sales by product and geography, both organically and through bolt-on acquisitions. These improved companies, with greater scale, provide feedstock to mid-market private equity. It's a very pure form of capitalism. Of the North American companies, two thirds are providing services, with a balance having very little exposure to international trade flows. 36% of the pool NAV is invested in Asian buyout, growth and venture. The buyout assets are focused on domestic consumption and supply chains, fuelled by the ageing population, growing middle class and tech adoption. The venture and growth funds are invested in government supported new technologies and health. Whilst there is very limited exposure to the direct impact of trade tariffs, as expected, economic uncertainty has reduced investment and realisation activity in the short term. The pool has delivered solid returns of 13.3% over five and ten year periods. Performance over the six months reflects the continuation of Trent's experience for the last three years. During that period, the North American pool delivered local currency returns of 8.9%, driven by the trading performance of the underlying companies, In Asia, the companies are making progress. However, the continued reduction in capital market flows has impacted on fundraising and exits, suppressing our returns. Overall, the pool now grew by 4.3% in local currency, but reduced by 1.8% in sterling. Our capital commitments are 394 million, 75% of which is to North America. 52 million pounds was invested in a six-month period, and $55 million of new commitments were made to two North American managers. Looking at the cash flows in a bit more detail, the chart shows the realisation and investment activity over recent six-month periods. As I mentioned earlier and as expected, economic uncertainty has reduced investment activity in the last six months, which can be seen on the graph. The pie chart details the weighted average life of the primary portfolio, For North America, the weighted average life is 4.3 years. For Asia, it's 5.5 years. We expect a longer hold period in Asia, given that the assets are weighted towards venture, growth and fund-to-fund investments. And so to the numbers. During the six month period, our NAV total return was 4.4%, growing our NAV to just over 3 billion, of which 2.9 billion is invested in a diversified portfolio of listed and privately held companies and funds that have got global reach. Cash on balance sheet was 105 million, This, combined with our undrawn revolving credit facility of £325 million, enables us to act quickly to invest in companies and funds that we find attractive. This was demonstrated in April when we deployed approximately £50 million into the public company strategy, taking advantage of opportunities provided by the market volatility around Liberation Day. We have re-profiled the interim dividend such that it is 50% of the prior year total. This equates to 3.68p which will be paid to shareholders on the 8th of January 2026. And now to my beloved waterfall chart. This chart shows the movement in NAB over the period. We started the year at 2.9 billion. The portfolio return of £145 million includes the negative impact of foreign exchange. We then deduct management expenses of £17 million. There is then the cash return to shareholders, £14 million allocated to share buybacks and £28 million for the final dividend from the prior year. That results in a closing NAV of just over £3 billion. Our OCR is at 87 basis points, slightly up on the prior year reflecting some investment in our teams. I expect this to increase slightly over the next 12 months, taking account of full year effects. 54% of our assets are domiciled in US dollars and 37% in sterling. Movements in the sterling dollar exchange rate will therefore impact our imperiod results. In the last six months, we suffered an FX loss of $59 million, reducing our NAV by approximately 2%. We have a robust balance sheet with no structural leverage. Walking you through the cash movements, we started the year with $151 million. and net $27 million has been invested. The investment income from our assets was $47 million, higher than in previous periods as it includes the $25 million dividend from AirServe. We've consumed $24 million in the cash cost of management expenses and working capital. And next there is the payment of the prior year final dividend, $28 million and $14 million allocated to shared buybacks, resulting in a closing cash position of $105 million. This combined with our undrawn revolving credit facility of £325 million means that we have liquidity of £430 million. Of the revolving credit facility, £150 million has just under four years remaining duration and £175 million just under two years. We expect to complete the sale of Stone Egg Fleming in Q2 2026 once all of the regulatory approvals are obtained. £251 million will be received on completion, with two further amounts of £18 million being due six and 12 months following. These amounts will come back onto the balance sheet, we feel no pressure to invest, and we will continue to appraise investment opportunities on their merits and as they arise. The discount at the end of the period was 33%. We believe this fundamentally undervalues the quality of the portfolio, our track record and prospects. We are taking actions over the things that we can control, including share buybacks, which remain an attractive investment for us. We have a prudent capital allocation policy to investments, our dividend and, when appropriate, share buybacks. During the six months, we allocated £14 million to share buybacks, increasing the total since March 24 to £78 million, delivering a 7.44p NAB per share accretion. We continue to evolve our IR and communications to ensure that the Caledonia investment proposition is understood and rated. We held capital market spotlight events in January and June, focused on private capital and public companies. If you've not had the opportunity, I would encourage you to visit the website and watch the presentations. They provide a great insight into how the pools operate, what differentiates us and how we add value. When you visit the website, you will see that this has been significantly improved with new content. A date for your diaries, the 27th of January 2026. We will be holding the third spotlight session focused on the funds pool. We believe Caledonia is a great home for long-term investors. Following shareholder approval, we have completed the 10 for 1 share split. In addition, we have rebalanced the profile of the dividend, increasing the interim to 50% of the prior year total, rather than the historic rate of approximately 25%. These measures will improve visibility of income, make payments more balanced, and I expect will improve accessibility for all shareholders. I'll now pass back to Matt.

Thanks, Rob. We're pleased with our six-month performance, which supports our track record of delivering NAB total return of 9.8% per annum over the last 10 years, which is at the top end of our target range. Across both public and private markets, our portfolio is high-quality, diversified and deliberately positioned to withstand short-term market volatility while compounding value over time. And none of this would be possible without our strong balance sheet, exceptional team, fully aligned with shareholders and focused on long-term value creation. Thank you very much for joining us today and we will now take questions.

Participants who have joined via Spark Live can submit questions in written format via the webcast page by clicking the Ask a Question button. If you are dialled into the call and wish to ask a question, please use the raise hand function at the bottom of your Zoom screen. If you are dialling via phone, you can raise your hand using star 9 and unmute yourself pressing star 6. We will pause for a moment to assemble the queue. Our first question comes from Ian Skula with Stifle. Please unmute your line and ask your question.

Good morning. I just wanted to ask about the valuation of Stonehenge. I think in the statement you're saying it's at a 5% discount to the expected proceeds, but in the presentation you're talking about a 10% discount, so I was just wondering if you could clarify that.

Certainly, the total discount relative to the expected proceeds is approximately 10%, surprising two separate adjustments, one approximately 5% discount for execution risk and a 5% discount for the time value of money. The total discount relative to the expected proceeds is 10%.

Okay, thank you. And do you expect to receive the proceeds?

Expect to see the proceeds on completion of all the regulatory approvals. There are, in fact, slightly more than 20 regulatory approvals required in multiple jurisdictions. That process will take several months. So we expect the deal to complete towards the back end of the first half of calendar 2026. Okay.

Thank you very much.

Our next question comes from Anthony Leetham with Peel Hunt. Please unmute your line and ask your question.

Good morning, everyone. Thank you very much for the update. A couple of questions, if I may. You were particularly active in April, that Liberation Day volatility on the public company side. How are you feeling about the environment and the positioning of the portfolio today? And then I had a couple of questions on the private equity side. Maybe a comment on the maturity profile of the funds portfolio. And then we're hearing from private equity trusts and managers that realisation activity is actually improving. And I didn't know whether you had seen the same trend within your holdings. Thank you.

Good morning, Anthony. Thanks for the question. Matt here. So yes, we did. following President Trump's what's been termed Liberation Day sort of announcements and things, his stock market sold off. And we're very pleased to add Charles Schwab to the portfolio. And, yeah, that is absolutely sort of the playbook for when we sort of invest in the quoted markets is to keep our powder dry until opportunities present themselves. And we also topped up other holdings in the wake of that, and that's all – uh thus far performed very well for us um you know the portfolio is a long-term portfolio we try not to judge precisely where it is on any particular day but we do feel um as we risk manage the portfolio as we go forward and we want to talk about the fact that we top slice oracle as that went up in value a lot much racing went up you know we did that across the whole whole portfolio so we feel Good about the medium and long-term prospects of the portfolio. Obviously impossible to predict what share prices do on a day-to-day basis, though. I'm sure you'll appreciate. Maybe Rob could tackle the funds questions.

Yeah, thanks, Anthony. Good morning. Just in terms of the funds activity, as we mentioned in the presentation, the level of realisation and investment activity in the last six months has reduced quite significantly. And what we're seeing is that start to increase the weighted average life of the portfolio compared to where we were a year ago. In terms of recent activity in the market, certainly there is sort of noise of increased activity taking place. We're yet to see that sort of flow through into sort of real pound notes coming back through to us. And certainly from a sort of planning and thinking about sort of liquidity, we're sort of still quite cautious in terms of the speed of that recovery getting back up to the norms, which I guess we were experiencing in the prior financial year.

As a reminder, if you have joined via Spark Live, you can submit a question in written format via the webcast page by clicking the ask a question button. If you are dialed into the call, please use the raise hand function at the bottom of your Zoom screen. And if you are dialed in via phone, please raise your hand by pressing star nine and unmute yourself by pressing star six. There are no further questions on the webinar. I'll now hand over to Bex Hughes to read out the written questions. Please go ahead.

Good morning. So the first question is about Oracle. What is your view and future prospects for your Oracle holding, and have you sold any more since the period's end?

Thanks for the question. Matt here again. So we think Oracle has a fantastic future ahead of it. Most of its current trading is still sort of legacy type business. And what's really happened is it's bought all of Berkeley. It's grown a lot. And a lot of that is sort of AI related. So, you know, actually that's reflecting the opportunity expanding ahead of it. So we're quite excited about the future for Oracle. Nevertheless, you know, the rating has changed materially during the period. And so we do sort of respond to that. And so we have altered the size of the position. And during the, if we talked about, you know, the money we've had of it over the course of our investment period, but over the year, over the half year rather, you know, we've taken 54 million pounds off it. So we have trimmed the holding according to the change in risk, really run rating risk with it. remain pretty excited about its medium long-term future.

A question on StoneHague. Are the proceeds contingent on anything or just deferred? And what are the most attractive areas for new investment?

So dealing with the StoneHague completion mechanism first, as I alluded to earlier, completion is conditional on REG approval in multiple restrictions. That will crystallise payment of the bulk of the proceeds, just over £250 million. There is a deferred element, which is payable in two tranches, six and 12 months post-completion. Those deferred proceeds are interest-bearing, and they are subject to adjustment depending on the finalisation of a closing balance sheet audit. which includes a true-up mechanism, so that could go either up or down, positive or negative, against the estimated closing balance sheet just prior to closing. So there is bound to be a small difference between the two, but we do not expect it to be immaterial. In terms of the second part of the question, future opportunities, we scan... somewhere between 300 and 350 new opportunities a year across a very broad range of sectors. Our historic strengths have been in financial services and business services and technology-driven industrial businesses. And there is a regular flow of opportunities in all of those sectors. But I would add that it is a difficult market in which to deploy capital. Good quality assets are still transacting at very high prices and less good quality assets are either taking longer to sell or not selling at all. So we will remain focused. selective and we have the liquidity to finance new acquisitions, even when we can find the right opportunity.

Thanks, Tom. A question around discount. What plans do you have to reduce the very large discounts now that buyback may have marginal benefits but does not seem to benefit? And why have you only bought back 13 million worth of stock, given the discount is just over 30% and you have a lot of liquidity?

Yeah, thank you, Bex. So, as you rightly point out, the discount of around 33%, we certainly feel undervalues the value of the portfolio, our track record and our prospects. I guess the buybacks, we sort of see those as an investment opportunity for us. We don't see that, you know, we don't have a discount control mechanism. The things that we are doing to influence the discount are the things that we can control, which is continue to invest in a good quality, high quality portfolio. Make sure that we communicate with as large an investor base as possible to make sure that the proposition is properly understood and rated. And then there are some smaller sort of tactical things that we've done around the share split, rebalancing the dividend payment to make sure that the shares are as attractive to a broader investor base as possible.

Another question here about hedging. You mentioned return in sterling is diminished by your US dollar weakness. Do you hedge?

And the answer to that is that we do not hedge. We're a long-term investor. that if you like the short-term volatility coming from exchange rates, we sort of understand those and sort of monitor them, but it is about the long-term sort of value sort of creation. And generally, if you sort of hedge the balance sheet position, you pay a premium in order to end up in the same place. So we don't hedge unless there are specific cash flows that would do so for. And I think that the weighting of the portfolio is more dollar denominated, that reflects the fact that the size and the quality of the companies which we're investing in, a lot of those are based in North America or headquartered in North America.

Another question here on special dividend. In the past, there was a loose policy of providing a special dividend every three years or so. Is this policy still operative?

Thanks for the question. We have a track record of occasionally paying special dividends. I don't think we've ever announced a policy about when we would do it. And we've not made any announcement about paying a special dividend. So that is the case at the moment.

Another question here about equity market valuations. What do you think of them?

Well, thanks for that. Thanks for the question. So equity market valuations vary around the globe and there'll be one market up and one market not quite so far up. And actually, it's a really difficult question to address and actually respond to in your portfolio. And so what we do is to try and keep it very simple. We invest in good quality companies and hold them for the longer term and try not to worry too much about what's going on in the macro. Make sure we invest in things where we don't have to worry too much about the macro. Okay, well, we have gone through the questions now, and we're very grateful for everyone joining us on the call today and for the questions. And we look forward to connecting with you next time.

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