Bermuda Takeover Code

Jardine Matheson Hldgs Ld
20 July 2007


AMENDMENTS TO THE BERMUDA TAKEOVER CODE FOR
JARDINE MATHESON HOLDINGS LIMITED

The Bermuda Takeover Code (the 'Bermuda Code') for Jardine Matheson Holdings
Limited (the 'Company'), as set out in The Jardine Matheson Holdings Limited
Regulations 1993 (the 'Regulations'), has been amended by the Bermuda Monetary
Authority.  The Bermuda Code is based on the UK City Code on Takeovers and
Mergers (the 'City Code') and the amendments were made primarily to bring the
Bermuda Code into line with certain amendments made to the City Code.

A summary of the amendments is appended below and copies of the amendments are
also available from the Bermuda Monetary Authority at BMA House, 43 Victoria
Street, Hamilton HM12, Bermuda; the Company Secretary of Jardine Matheson
Holdings Limited at 4th Floor, 33-35 Reid Street, Hamilton, Bermuda; or from the
Company's website www.jardines.com.

This announcement appears as a matter of record.

Neil M McNamara, Jardine Matheson Limited
for and on behalf of Jardine Matheson Holdings Limited

20th July 2007

www.jardines.com


Summary of the amendments made to The Jardine Matheson Holdings Limited 
Regulations 1993

Introduction

Jardine Matheson Holdings Limited (the 'Company') is subject to individual
regulations (the 'Regulations ') which set out the Bermuda Takeover Code (the
'Bermuda Code').   Set out below is a summary of the more significant changes
made to the Regulations to bring the Bermuda Code into line with certain
amendments made to the UK City Code on Takeovers and Mergers (the 'City Code')
since 1st January 2005.

Amendments to the Bermuda Code

Section 1: Non Market-Related Issues
     
1.1  Pre-conditions in possible offer announcements

     The City Code has been amended to permit the inclusion of pre-conditions in 
     a possible offer announcement even if they are subjective rather than 
     objective because, since the offeror is not committed to proceed with the 
     offer even if the pre-conditions are satisfied, the making of the offer is 
     in practice within the discretion of the potential offeror and there is no 
     real benefit to be gained in terms of certainty from requiring any 
     pre-conditions to be framed in objective terms only. However, in order to 
     avoid false market concerns it must be clear in the possible offer 
     announcement referring to pre-conditions whether or not the pre-conditions 
     must be satisfied before an offer can be made, or whether they are 
     waivable. A pre-conditional offer announcement should also include a 
     prominent statement that the announcement does not amount to a firm 
     intention to make an offer and that accordingly there is no certainty an 
     offer will be made.

     Subjective pre-conditions in possible offer announcements are already 
     permitted in the Regulations, but so as to mirror the City Code the 
     Regulations have been adapted to reflect the fact that, if a potential 
     offeror makes it clear that it may elect not to make an offer, it must 
     include a prominent warning to the effect that the announcement does not 
     amount to a firm intention to make an offer and that, accordingly, there 
     can be no certainty that any offer will be made even if the pre-conditions 
     are satisfied or waived.

1.2  Pre-conditions in announcements of a firm intention to make an offer

     The City Code now allows announcements of a firm intention to make an offer 
     which are subject to pre-conditions. However, it limits the circumstances 
     in which pre-conditions are permitted, such that, except with the consent 
     of the Panel on Takeovers and Mergers under the City Code (the 'Panel'), an 
     offer cannot be announced subject to a pre-condition unless the 
     pre-condition:

     •    relates to OFT/Competition Commission or European Commission 
          clearance; or

     •    involves a material official authorisation or regulatory clearance 
          relating to the offer; and

     •    either the offer is publicly recommended by the board of the offeree 
          company; or

     •    it would prove impossible to obtain the authorisation or clearance 
          within the City Code timetable.

     An offer must not normally be made subject to a condition or pre-condition 
     relating to financing. However, a financing pre-condition will be permitted 
     in exceptional circumstances, for example, where due to the likely period 
     required to obtain any necessary material official authorisation or 
     regulatory clearance, it is not reasonable for the offeror to maintain 
     committed financing throughout the offer period.

     The circumstances which give rise to the right to invoke the condition or 
     pre-condition must be of material significance to the offeror in the 
     context of the offer. There is also an obligation on an offeror to use all 
     reasonable efforts to ensure the satisfaction of any conditions or 
     pre-conditions to its offer.

     Prior to the amendments, the Regulations prohibited an offer being subject 
     to conditions which depend solely on subjective judgments (save in relation 
     to regulatory approvals); however, they did not govern pre-conditions or 
     deal with financing conditions or pre-conditions. The Regulations have been 
     amended to reflect the above changes, except where the Panel would be 
     required to exercise its discretion, because the Bermuda Monetary Authority 
     (the 'BMA') does not exercise under the Regulations the discretion employed 
     by the Panel in relation to the City Code.

1.3  Offeree protection conditions

     The City Code has introduced a reciprocal right for offeree companies to 
     invoke conditions, except that the Panel is the arbiter of whether an 
     offeree protection condition can be invoked. When considering whether an 
     offeree protection condition could be invoked, the Panel has the 
     flexibility to require the introduction of withdrawal rights as an 
     alternative, thereby allowing shareholders in the offeree company the right 
     to make the decision as to whether the offer should lapse as a result of 
     the circumstances in question.

     Prior to the amendments, there were no provisions in the Regulations 
     dealing with such offeree protection conditions or the circumstances in 
     which they could be invoked.  The Regulations have been amended to address 
     offeree protection conditions. Given that there is no equivalent discretion
     exercisable by the BMA under the Regulations, the offeree protection 
     conditions will only be introduced in general terms, such that the Company 
     can only invoke offeree protection conditions if the circumstances giving 
     rise to the right are of material significance to shareholders in the
     Company in the context of the offer.

Section 2: Market-Related Issues

The market-related issues amendments to the City Code fall into the following 
categories:

•    the City Code's treatment of dealings by principal traders and fund 
     managers and, in particular, relaxation of the usual presumptions of 
     concertedness that apply when a principal trading or fund management 
     operation is part of the same group as a party (or an adviser to a party) 
     involved in a City Code transaction;

•    the application of the City Code definitions of 'acting in concert' and 
     'associate';

•    the application of the disclosure requirements in the City Code to certain 
     dealings;

•    disclosure obligations arising from the procuring of irrevocable 
     undertakings and letters of intent; and

•    certain other miscellaneous matters that arise out of specific dealing 
     activities.

2.1  Principal traders and fund managers
     
     The City Code contains an exempt status regime for market makers and fund 
     managers forming part of multi-service financial organisations. Under this 
     regime, market makers and fund managers that can demonstrate to the Panel's 
     satisfaction that they are independent from the corporate advisory and 
     corporate broking operations of the group of which they form part are 
     deemed to be exempt from the presumption of acting in concert. Exempt 
     status allows them to undertake their normal trading activity without 
     impacting on the offer in relation to which another part of the group is
     advising.

     As the securities industry has developed, the Panel has gradually expanded 
     the principal trading activities which may benefit from exempt status. It 
     wanted to codify principal trader status so as to extend the exempt system 
     to these additional activities, therefore a new definition of principal 
     trader has been introduced and throughout the City Code all references to 
     'market-makers' have been changed to 'principal traders'.

     The Bermuda Code does not have an exempt status regime. In fact, fund 
     managers and market-makers when acting in their capacity as such are      
     presumed not to be acting in concert. Therefore, the changes to the City 
     Code introduced to deal with the scope of the exempt regime are not 
     appropriate for the Bermuda Code, except that the term 'market-maker' has 
     been replaced throughout the Regulations with the term 'principal trader'.

2.2  Dealings through anonymous trading systems

     The City Code contains restrictions on dealings by connected exempt 
     principal traders. These restrictions are intended to prevent abuse of 
     exempt status. Dealings to assist the offeror are specifically prohibited, 
     particularly sales of offeree securities to the offeror during the offer
     period. Since the introduction of the London Stock Exchange's trading 
     service for UK blue chip securities ('SETS') in 1997, it has been the 
     Panel's practice, in order to inhibit any circumvention of the 
     restrictions, not to permit offerors and their concert parties to purchase
     offeree securities through SETS or any other anonymous order book system. 
     The City Code has codified this practice by incorporating this restriction 
     explicitly into the City Code.

     Whilst the Regulations do not contain an exempt status regime, there are 
     similar restrictions on dealings by connected market makers. The 
     Regulations were, therefore, amended to maintain consistency with the City 
     Code.

2.3  Prohibition on assented securities

     Consistent with the prohibition on an exempt principal trader connected 
     with an offeror carrying out any dealings for the purpose of assisting the 
     offeror, it is the Panel's practice to prohibit exempt principal traders 
     connected with an offeror from assenting offeree securities or purchasing 
     offeree securities which have been assented to the offer until the offer is
     unconditional as to acceptances. The City Code has therefore codified this 
     practice.

     The Regulations have been amended to maintain consistency with the City 
     Code.

2.4  Details to be included in disclosures of dealings during an offer period

     The City Code specifies the information that must be included in a 
     disclosure of dealings during an offer period (a 'Rule 8 Disclosure'). The 
     principle underlying the information requirements is that the disclosure 
     should include full details of the relevant dealing and of the 
     shareholder's resultant interests in the relevant securities, to ensure 
     that the nature of the dealing can be properly understood by other 
     shareholders and the wider market. A number of changes have been made to 
     the City Code to clarify the information requirements. These include the 
     requirements to disclose:
          
     •    any outstanding options in respect of, and derivatives referenced to, 
          the relevant security in which there has been a dealing;

     •    any short position in the relevant security in which there has been a 
          dealing;

     •    details of each dealing where two or more separate but related 
          dealings were executed at or around the same time;

     •    where shares are purchased on a specially cum/ex dividend basis, 
          details of that fact;

     •    percentages by reference to the numbers of relevant securities given 
          in a company's latest announcement notifying of changes in its issued 
          share capital;

     •    a description of any relevant option or derivative;

     •    any side agreements that allow a party to control voting rights in 
          underlying shares;

          The City Code also codified the practice of requiring, where a fund 
          manager has made a Rule 8 Disclosure, any subsequent Rule 8 Disclosure 
          to explain any variation from what the resultant total holding might 
          be expected to be, e.g. if there have been changes in funds under 
          management resulting from an investment client's decision to change 
          fund manager. However, as the discretionary fund manager itself will 
          have taken no action, full details will not be required.

          The changes made to the City Code have been reflected in the 
          Regulations (subject to dealing appropriately with areas that were 
          subject to Panel consultation).

2.5  Informing shareholders of their disclosure of dealings obligations

     With regard to informing shareholders of their disclosure of dealings 
     obligations, new provisions in the City Code require that any announcement 
     of a possible offer or of a firm intention to make an offer, any offer 
     document and any circular to offeree shareholders must include a summary of
     the principal disclosure of dealings obligations. This is intended to 
     ensure that anyone proposing to deal in relevant securities of a party to 
     an offer will be familiar with their dealing disclosure obligations and to 
     help guard against breaches of the City Code. A template for the wording of 
     the summary is set out on the Panel's website. Any material deviation from 
     the prescribed wording should be agreed with the Panel in advance. The 
     obligation on intermediaries to ensure that their clients are aware of 
     their dealings disclosure obligations has been deleted from the City Code, 
     although intermediaries are still required to co-operate with the Panel in
     any dealing enquiries.

     The Regulations do not have an equivalent obligation on intermediaries to 
     ensure that their clients are aware of their dealings disclosure 
     obligations. However, changes have been made for the Regulations to require 
     a summary of the principal disclosure of dealings obligations in 
     announcements and circulars, except that there will not be a template set 
     out in the Regulations (or on a website).

2.6  Disclosure of subscription for new shares

     The City Code requires disclosure of any subscription, or agreement to 
     subscribe, for new securities in the same way as an acquisition of existing 
     shares. Subscriptions for new shares (and, indeed, other dealings in 
     relevant securities that would fall to be disclosed) should be disclosed in 
     an offer document or offeree board circular. Announcements of a firm 
     intention to make an offer should also include details of the rights of an 
     offeror or any of its concert parties to subscribe for any securities of 
     the offeree company in the same way as details of holdings of existing 
     shares must be disclosed.

     In principle, all of these changes have been incorporated into the 
     Regulations.

2.7  Connected advisers

     The Panel regards advisers to a concert party of an offeror or offeree as 
     themselves acting in concert with that offeror or offeree. Therefore, the 
     City Code has provided for a new definition of 'connected advisers' for the 
     purposes of determining whether an adviser is acting in concert with, or an 
     associate of, a party to an offer. The new definition distinguishes between 
     connected advisers to:
          
     •    the offeror or offeree company;

     •    persons who are acting in concert with the offeror or with the           
          directors of the offeree company; and
          
     •    persons who are associates of the offeror or the offeree company by 
          virtue of paragraph (1) of the definition of associate.

     The new definition of 'connected adviser' has been incorporated into the 
     Regulations with appropriate amendments.
     
2.8  Sub-contracting to another fund manager

     The City Code now deems the presumption of concertedness to have been 
     rebutted in respect of a fund manager which has sub-contracted the 
     management of funds, with absolute discretion, to a third party fund 
     manager. It has also been clarified that discretionary fund managers are 
     not expected to aggregate sub-contracted investment accounts for disclosure 
     purposes.

     Prior to the amendments, the Regulations did not contain the equivalent 
     provisions. The Regulations have been amended to include such provisions 
     (without the elements of Panel discretion included in the City Code).
     
2.9  Irrevocable commitments and letters of intent

     The City Code has introduced a new rule which specifically requires 
     disclosure of the procuring by an offeror or offeree, or any of their 
     respective associates, of irrevocable undertakings and letters of intent 
     during an offer period. The obligation to disclose falls on the offeror or
     offeree as appropriate and not on the shareholder providing the 
     undertaking. However, the identity of the party from whom the irrevocable 
     undertaking or letter of intent has been procured should be included in the 
     disclosure.

     A further rule has been introduced which requires the giver of an 
     undertaking/letter to make prompt disclosure where he either becomes aware 
     that he will no longer be able to comply with its terms, or no longer 
     intends to do so. That disclosure may be made either in the form of a 
     public announcement or in disclosure to the offeror or offeree (as 
     appropriate) and the Panel, in which case the offeror or offeree would be 
     required promptly to make an announcement. No disclosure is required of a 
     shareholder who is released from an undertaking/letter in accordance with 
     its terms (e.g. where a higher offer has been announced).

     The City Code has introduced an obligation to put on display a copy of any 
     irrevocable and/or letter of intent obtained by an offeror or by an offeree 
     company (and a copy/summary of any agreements, arrangements or 
     understandings relating to relevant securities which may be an inducement 
     to deal or refrain from dealing).

     Related amendments have been made in respect of the information regarding 
     undertakings/letters required to be disclosed in offer documents and 
     offeree circulars.

     An announcement by an offeror of the level of acceptances received will be 
     required to indicate the extent to which those acceptances are in respect 
     of shares which were the subject of an undertaking procured by the offeror 
     or any of its associates.

     Where the relevant disclosure regarding the procuring of irrevocable 
     undertakings/letters of intent has been made in the offeror's announcement 
     of a firm intention to make an offer, no separate disclosure will be 
     required provided that the announcement is made no later than 12 noon on 
     the business day following the date when the undertaking is procured.

     Corresponding changes have been made to the Regulations, where appropriate.

2.10 Miscellaneous amendments

     A number of further detailed technical amendments were also made to the 
     City Code relating to:

     •    stock borrowing and lending;

     •    derivatives referenced to baskets or indices of securities;

     •    the application of the restrictions on dealings by the offeror and 
          concert parties to dealings in options and derivatives;

     •    the disclosure of dealings in offeree board circulars;

     •    acquisitions from a single shareholder;

     •    purchases of securities by whitewash offerors.

          Corresponding changes have been made to the Regulations in respect of 
          derivatives referenced to baskets or indices of securities, the 
          disclosure of dealings in offeree board circulars and acquisitions 
          from a single shareholder. The other amendments are not relevant to 
          the Bermuda Code.


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