RECOMMENDED PARTIAL CASH OFFER

RNS Number : 2872O

Jardine Matheson Hldgs Ld

15 September 2011

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

15 September 2011

RECOMMENDED PARTIAL CASH OFFER

for

Jardine Lloyd Thompson Group plc ("JLT")

by

JMH Investments Limited ("JMHI")

a direct wholly-owned subsidiary of

Jardine Matheson Holdings Limited ("Jardine Matheson")

Summary

·          Jardine Matheson and the JLT Independent Directors are pleased to announce that they have reached agreement on the terms of a unanimously recommended partial cash offer pursuant to which Jardine Matheson, through its direct wholly-owned subsidiary JMHI, will offer to acquire 21,734,665 JLT Shares, representing approximately 10.0 per cent. of the issued ordinary share capital of JLT (the "Partial Offer").  If successful, following the Partial Offer Jardine Matheson will, together with its existing shareholding of 65,966,789 JLT Shares, hold JLT Shares representing approximately 40.35 per cent. of the issued ordinary share capital of JLT.

·          The Partial Offer reinforces Jardine Matheson's long-term commitment to JLT through a further investment of approximately £166.27 million and an increased shareholding, which Jardine Matheson and the JLT Independent Directors expect to strengthen JLT's competitive position as a result of Jardine Matheson's strategic support and commitment to preserving JLT's independence.

·          Jardine Matheson and the JLT Independent Directors believe that the holding of 40.35 per cent. that would result from completion of the Partial Offer is an appropriate level of ownership that will preserve the Company's independence while allowing it to benefit from the reinforced support of Jardine Matheson.

·          In recognition of the vital importance of ownership stability for staff, clients and the insurance markets in which JLT operates, Jardine Matheson has confirmed that JLT is a core strategic investment and that it has no intention of divesting any shares in JLT.

·          Under the terms of the Partial Offer, Qualifying JLT Shareholders who accept in respect of their JLT Shares have the potential to sell a portion of their JLT Shares at 765 pence in cash per JLT Share (although acceptances in respect of more than the Relevant Percentage of a Qualifying JLT Shareholder's JLT Shares may be subject to scaling down as set out in paragraph 2 of this announcement). The Relevant Percentage, based on the issued ordinary share capital of JLT at the date of this announcement, is approximately 14.36 per cent.

·          JLT Shares were marked ex-dividend on 7 September 2011. JLT Shareholders on the register of members of JLT on 9 September 2011 are entitled to receive JLT's interim dividend of 9.2 pence per JLT Share, whether or not they accept the Partial Offer.

·          The consideration of 765 pence in cash for each JLT Share subject to the Partial Offer represents a premium of approximately:

·            23.6 per cent. to 619 pence, being the Closing Price on 14 September 2011 (being the last Business Day prior to the commencement of the Offer Period);

·            19.1 per cent. to 642.36 pence, being the average Closing Price over the three months from 14 June 2011 to 14 September 2011 (being the last Business Day prior to the commencement of the Offer Period); and

·            7.9 per cent. to 709 pence, being the Closing Price on 6 April 2011 (being the highest Closing Price during the 52 weeks prior to the commencement of the Offer Period).

·          The Partial Offer values the JLT Shares subject to the Partial Offer at approximately £166.27 million.

·          Jardine Matheson is a diversified business group with a premium listing on the London Stock Exchange and secondary listings in Bermuda and Singapore.  Its businesses comprise a combination of cash generating activities and long-term property assets.  Through its wholly-owned subsidiary JMHI, Jardine Matheson currently holds 30.35 per cent. of JLT's issued ordinary share capital.

·          JLT is an international group of Risk Specialists and Employee Benefits Consultants and is one of the largest of its type in the world. JLT offers a distinctive choice to its clients and partners through its combination of independence, scale and specialism. JLT has a premium listing on the London Stock Exchange. 

·          The JLT Independent Directors, who have been so advised by J.P. Morgan Cazenove and Numis, consider the terms of the Partial Offer to be fair and reasonable. In providing their financial advice to the JLT Independent Directors, J.P. Morgan Cazenove and Numis have taken into account the commercial assessments of the JLT Independent Directors. Numis has provided the JLT Independent Directors with independent financial advice for the purposes of Rule 3 of the City Code.

·          The JLT Independent Directors believe that the Partial Offer combines the opportunity for a partial realisation of shareholders' investment at an attractive premium to the prevailing share price with the ability for shareholders to retain a substantial ongoing interest in the future of JLT, whose competitive position the JLT Independent Directors believe should be strengthened by Jardine Matheson's on-going commitment to the business. Accordingly, the JLT Independent Directors unanimously recommend that JLT Shareholders should approve and accept the Partial Offer. The JLT Independent Directors have irrevocably undertaken to approve (or procure the approval of) the Partial Offer in respect of their entire beneficial holdings in JLT, amounting to, in aggregate, 493,375 JLT Shares, representing approximately 0.23 per cent. of the issued ordinary share capital of JLT and all of the JLT Directors have irrevocably undertaken to accept (or procure the acceptance of) the Partial Offer in respect of their respective Relevant Percentage of JLT Shares.

·          The Partial Offer is conditional upon valid acceptances being received (and not, where permitted, withdrawn) in respect of not less than 21,734,665 JLT Shares.  In addition, the Partial Offer is conditional upon approval of the Partial Offer being given by JLT Shareholders holding over 50 per cent. of the voting rights of JLT not held by JMHI and persons acting in concert with it.

·          The Partial Offer is subject to further conditions set out in Appendix 1.  Appendix 1 also sets out certain further terms of the Partial Offer, with the full terms to be set out in the Offer Document.

·          All JLT Shareholders should consider and return the Approval Form whether or not they wish to accept the Partial Offer.

Commenting on the Partial Offer, Geoffrey Howe, Chairman of JLT, said:

"Jardine Matheson has been a supportive investor in JLT for many years. We believe that the Partial Offer reinforces Jardine Matheson's long term commitment whilst preserving JLT's independence and presenting shareholders with an opportunity to realise part of their investment at an attractive premium and to retain a substantial ongoing interest in the future of JLT."

Commenting on the Partial Offer, Anthony Nightingale, Managing Director of Jardine Matheson, said:

"We have enjoyed a long association with JLT and one of its predecessor companies, Jardine Insurance Brokers, which we founded in the early 1970s. JLT is a core strategic investment of the Jardine Matheson Group and the Partial Offer reinforces our commitment to the stability, independence and long-term growth of JLT."

Enquiries:
Jardine Matheson Holdings Limited / JMH Investments Limited
Neil McNamara	[phone]
Rothschild (Financial Adviser to Jardine Matheson and JMHI)
Crispin Wright John Nisbet	020 7280 5000
UBS Investment Bank (Financial Adviser and Corporate Broker to Jardine Matheson and JMHI)
Tim Waddell Tim Pratelli	020 7567 8000
Jardine Lloyd Thompson Group plc
Dominic Burke Simon Mawson Paul Dransfield	020 7528 4660
J.P. Morgan Cazenove (Financial Adviser to JLT)
Tim Wise Conor Hillery Shona Graham	020 7588 2828
Numis (Independent Financial Adviser to JLT)
Oliver Hemsley Etienne Bottari	020 7260 1000
Media Enquiries (Brunswick Group)
Rebecca Shelley Tom Burns	020 7404 5959

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Jardine Matheson and JMHI and no one else in connection with the matters set out in this document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of N M Rothschild & Sons Limited, nor for providing advice in relation to any matter referred to herein.

UBS is acting for Jardine Matheson and JMHI and no one else in connection with the Partial Offer and this announcement and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of UBS nor for providing advice in connection with the Partial Offer or any matter referred to herein.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for JLT and no one else in connection with the Partial Offer, is not advising, or acting for, any other person and will not be responsible to anyone other than JLT for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in connection with the Partial Offer or for any matter referred to herein.

Numis Securities Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for JLT and no one else in connection with the Partial Offer and will not be responsible to anyone other than JLT for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Partial Offer or any matter referred to herein.

You may request a hard copy of this announcement by contacting the Company Secretary of JLT at 6 Crutched Friars, London EC3N 2PH or on 020 7528 4444. You may also request that all future documents, announcements and information to be sent to you in relation to the Partial Offer should be in hard copy form.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or otherwise. The Partial Offer will be made solely by means of an Offer Document and the Approval Form and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and Conditions of the Partial Offer, including details of how the Partial Offer may be accepted.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement and any other applicable documents related to the Partial Offer in certain jurisdictions may be restricted by law. In particular, the availability of the Partial Offer to Qualifying JLT Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Jardine Matheson or required by the City Code, and permitted by applicable law and regulation, the Partial Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Partial Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Partial Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Partial Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Partial Offer.

The Partial Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority.

United States Shareholders

The Partial Offer will be made to Qualifying JLT Shareholders and will be made pursuant to English law and in compliance with the applicable provisions of Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Partial Offer will not be made or intended to be made pursuant to the provisions of any other law. Accordingly, Jardine Matheson will not procure any further registrations, authorisations or approvals of the Offer Document or the Partial Offer by any security supervisory authority or similar institutions. The Partial Offer will be made in the United States by JMHI and no one else. The Partial Offer will be subject to disclosure and procedure requirements of English law which are different from those of the United States.

Forward Looking Statements

This announcement contains statements about Jardine Matheson and JLT that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Jardine Matheson's or JLT's operations and potential synergies resulting from the Partial Offer; and (iii) the effects of government regulation on Jardine Matheson's or JLT's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Jardine Matheson disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company must make an Opening Position Disclosure following the commencement of the offer period. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of the offeree company prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This summary should be read in conjunction with the full text of this announcement. The Partial Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Offer Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings given by the JLT Directors and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

Please be aware that addresses, electronic addresses and certain information provided by JLT Shareholders, persons with information rights and other relevant persons for the receipt of communications from JLT may be provided to Jardine Matheson during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.6(c).

Publication on Website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.jardines.com and www.jltgroup.com by no later than 12 noon (London time) on 16 September 2011.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, JLT confirms that as at the date of this announcement, it has in issue 217,346,649 ordinary shares of 5p each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0005203376.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

15 September 2011

RECOMMENDED PARTIAL CASH OFFER

for

Jardine Lloyd Thompson Group plc ("JLT")

by

JMH Investments Limited ("JMHI")

a direct wholly-owned subsidiary of

Jardine Matheson Holdings Limited ("Jardine Matheson")

1        Introduction

Jardine Matheson and the JLT Independent Directors are pleased to announce that they have reached agreement on the terms of a unanimously recommended partial cash offer pursuant to which Jardine Matheson, through its direct wholly-owned subsidiary JMHI, will offer to acquire 21,734,665 JLT Shares, representing approximately 10.0 per cent. of the issued ordinary share capital of JLT (the "Partial Offer").  If successful, following the Partial Offer Jardine Matheson will, together with its existing shareholding of 65,966,789 JLT Shares, hold JLT Shares representing approximately 40.35 per cent. of the issued ordinary share capital of JLT.

2        The Recommended Partial Offer

Under the terms of the Partial Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, Qualifying JLT Shareholders will be entitled to receive:

for each JLT Share acquired in the Partial Offer                 765 pence in cash

The Partial Offer values the JLT Shares subject to the Partial Offer at approximately £166.27 million. The offer price of 765 pence per JLT Share under the Partial Offer represents a premium of approximately:

·             23.6 per cent. to 619 pence, being the Closing Price on 14 September 2011 (being the last Business Day prior to the  commencement of the Offer Period);

·             19.1 per cent. to 642.36 pence, being the average Closing Price over the three months from 14 June 2011 to 14 September 2011 (being the last Business Day prior to the commencement of the Offer Period); and

·             7.9 per cent. to 709 pence, being the Closing Price on 6 April 2011 (being the highest Closing Price during the 52 weeks prior to the commencement of the Offer Period).

JLT Shares were marked ex-dividend on 7 September 2011. JLT Shareholders on the register of members of JLT on 9 September 2011 are entitled to receive JLT's interim dividend of 9.2 pence per JLT Share, whether or not they accept the Partial Offer.

Qualifying JLT Shareholders may accept the Partial Offer in respect of any number of their JLT Shares or none at all.  Subject to the Partial Offer becoming unconditional in all respects, valid acceptances will be met in full to the extent that they are for up to the Relevant Percentage of an accepting Qualifying JLT Shareholder's registered holding (or deemed registered holding) of JLT Shares at the Record Date.  Acceptances in excess of this amount will be met (on the basis described below) to the extent the other Qualifying JLT Shareholders do not accept the Partial Offer or accept in respect of less than their Relevant Percentage.  JLT Shares tendered in excess of those representing the Relevant Percentage of an accepting Qualifying JLT Shareholder's holding at the Record Date will be accepted from each Qualifying JLT Shareholder in the same proportion to the number tendered to the extent necessary to enable JMHI to acquire 21,734,665 JLT Shares pursuant to the Partial Offer.

For reference, JLT Shareholders should note that the Relevant Percentage calculated on the current issued ordinary share capital of JLT (being 217,346,649 JLT Shares) is approximately 14.36 per cent. Please note that for the purposes of calculating entitlements under the Partial Offer, the Relevant Percentage will be determined by reference to the number of JLT Shares in issue on the Record Date and therefore this percentage may change if the number of JLT Shares in issue changes between now and the Record Date.

The Partial Offer is subject to satisfaction of certain conditions, including, inter alia:

·            valid acceptances being received (and not, where permitted, withdrawn) in respect of not less than 21,734,665 JLT Shares; and

·            approval of the Partial Offer being given by JLT Shareholders holding over 50 per cent. of the voting rights of JLT not held by JMHI and persons acting in concert with it. 

If the approval of the Partial Offer referred to above is not obtained, the Partial Offer will lapse. 

Your attention is drawn to paragraph 6 below, which refers to the unanimous recommendation of the JLT Independent Directors to approve and accept the Partial Offer.

Instructions for JLT Shareholders as to how to approve the Partial Offer (whether or not they wish to accept the Partial Offer) will be set out in the Offer Document.

All JLT Shareholders holding JLT Shares in certificated form who wish to accept the Partial Offer should complete, sign and return the Form of Acceptance (which will be sent to them together with the Offer Document) as soon as possible and in accordance with the procedures set out in the Offer Document.

All JLT Shareholders holding JLT Shares in uncertificated form who wish to accept the Partial Offer should make their acceptances electronically through CREST.  JLT Shareholders who are not CREST members should notify their CREST member brokerage firms of which they are clients of their decision to accept the Partial Offer.

Important note to option holders

Holders of options over JLT Shares that are exercisable (or will become exercisable during the period in which the Partial Offer is open for acceptance) are informed that they may exercise their options and participate in the Partial Offer on the same terms as JLT Shareholders provided that the JLT Shares that result from option exercise are registered on the register of members by the Record Date.

3        Background to and reasons for the Partial Offer

Jardine Matheson has been a long-term strategic investor in JLT from the time of the merger in 1997 of Jardine Matheson's listed subsidiary, JIB Group, which Jardine Matheson founded in the early 1970s, and Lloyd Thompson Group to form JLT. JLT represents a core strategic investment within the Jardine Matheson Group, and Jardine Matheson has no intention of divesting any shares in JLT.

Jardine Matheson is committed to JLT remaining an independent listed company and recognises that JLT's business model benefits from this status. Jardine Matheson also believes that a stable platform from which to pursue its growth strategy is important for JLT's success.

Through the Partial Offer, Jardine Matheson would like to invest further in JLT to reinforce its long-term commitment to the Company. The structure of the proposed Partial Offer is designed to preserve the Company's independence while allowing it to benefit from the reinforced support of Jardine Matheson. Jardine Matheson and the JLT Independent Directors believe that an aggregate holding of approximately 40.35 per cent. that would result following completion of the Partial Offer is the appropriate level at which to strike this balance.

Jardine Matheson strongly backs JLT's existing management team in the execution of its current business strategy and fully supports the role that the board of JLT plays in the overall development of the Company. No changes to the composition of the board are proposed. Jardine Matheson firmly supports the approach the JLT Board has taken to dividends.

Jardine Matheson takes a long-term approach to investments, and believes that its principal Group companies, the majority of which are separately listed, benefit from the access that Jardine Matheson provides to its extensive international network - principally in the growing markets of Asia - as well as Jardine Matheson's strong financial standing. Jardine Matheson believes that its scale and resources make it a well-placed partner to support JLT's growth ambitions.

Two Jardine Matheson Directors who also sit on the JLT Board have not participated in the consideration of the Partial Offer from the Jardine Matheson perspective.

4        Irrevocable undertakings

Jardine Matheson and JMHI have received from each of the JLT Independent Directors irrevocable undertakings to (or procure to) approve the Partial Offer in respect of their entire beneficial holdings in JLT, amounting to, in aggregate, 493,375 JLT Shares, representing approximately 0.23 per cent. of the issued ordinary share capital of JLT, and from each of the JLT Directors irrevocable undertakings to (or procure to) accept the Partial Offer in respect of their respective Relevant Percentage of JLT Shares. Further details of these irrevocable undertakings (including the circumstances in which they will fall away) are set out in Appendix III to this announcement and will be repeated in JMHI's Opening Position Disclosure.

5        Background to and reasons for the recommendation

The JLT Independent Directors have carefully considered the Partial Offer taking into account the interests of the Company, its shareholders, employees, customers and other stakeholders. The JLT Independent Directors have considered, inter alia, JLT's future prospects, the commercial benefits for JLT from the commitment of Jardine Matheson as a major shareholder and the financial terms of the Partial Offer.

Jardine Matheson's strategic investment in insurance broking pre-dates the time of the merger of Jardine Matheson's listed subsidiary, JIB Group, and Lloyd Thompson Group in 1997. Over the life of its investment in JLT, Jardine Matheson has demonstrated its long-standing support for JLT's business. The JLT Independent Directors believe this support is of great importance to the Company's continued success. JLT has also benefited through its shared branding and commercial relationships with Jardine Matheson, particularly in Asia, and Jardine Matheson's commitment to its shareholding over this time.

Key to JLT's strategic, operational and financial success is its ability to compete with the major global insurance brokers for talented professionals and clients, whilst building strong partnerships in the insurance market. The JLT Independent Directors expect Jardine Matheson's investment and commitment to its shareholding to reinforce JLT's independence and ownership stability, which is important to staff recruitment and retention, as well as client and insurer relationships, and consequently support its growth prospects. Furthermore, Jardine Matheson has stated its commitment to JLT remaining an independent listed company.

In recent years, JLT and its management have delivered strong operational and financial performance in challenging markets. Over the longer term, an investment in JLT has provided shareholders with an attractive combination of share price appreciation and growth in dividend income.

The Partial Offer will reinforce Jardine Matheson's long-term commitment to JLT through a further investment of £166.27 million, resulting in an aggregate shareholding of approximately 40.35 per cent. if the Partial Offer completes, which Jardine Matheson has confirmed it is committed to hold. Both the JLT Independent Directors and Jardine Matheson believe this level of shareholding is appropriate and consistent with the nature of the historic and on-going relationship between the two companies and will lead to greater benefits for JLT than presently flow from the current level of shareholding. The JLT Independent Directors view Jardine Matheson as a long-standing and highly supportive shareholder of JLT and believe that Jardine Matheson's investment through the Partial Offer demonstrates strong confidence in and commitment to the business, its management team, strategy and future prospects.

Jardine Matheson has confirmed it will continue to operate as a significant shareholder in a manner that recognises and protects the rights of JLT's independent shareholders. Jardine Matheson is not seeking additional Board representation, and there will be no changes to the composition of the board of directors of JLT. Jardine Matheson also firmly supports the approach the JLT Board has taken to dividends.

The JLT Independent Directors believe that the Partial Offer, which values each JLT Share at 765 pence, represents an opportunity for JLT Shareholders to realise a proportion of their investment in JLT at an attractive premium to the current share price, whilst maintaining a substantial economic interest through their residual shareholding in JLT, whose competitive position the JLT Independent Directors believe should be strengthened by the Partial Offer.  

6        Unanimous recommendation

In light of the above, the JLT Independent Directors, who have been so advised by J.P. Morgan Cazenove and Numis, consider the terms of the Partial Offer to be fair and reasonable. In providing their financial advice to the JLT Independent Directors, J.P. Morgan Cazenove and Numis have taken into account the commercial assessments of the JLT Independent Directors. Numis has provided JLT with independent financial advice for the purposes of Rule 3 of the City Code. The JLT Independent Directors believe that the Partial Offer combines the opportunity for a partial realisation of shareholders' investment at an attractive premium to the prevailing share price with the ability for shareholders to retain a substantial ongoing interest in the future of JLT, whose competitive position the JLT Independent Directors believe should be strengthened by Jardine Matheson's on-going commitment to the business.

Accordingly, the JLT Independent Directors unanimously recommend that JLT Shareholders should approve and accept the Partial Offer, as the JLT Independent Directors have irrevocably undertaken to approve (or procure the approval of) the Partial Offer in respect of their entire beneficial holdings in JLT, amounting to, in aggregate, 493,375 JLT Shares, representing approximately 0.23 per cent. of the issued ordinary share capital of JLT and all of the JLT Directors have irrevocably undertaken to accept (or procure the acceptance of) the Partial Offer in respect of their respective Relevant Percentage of JLT Shares.

The two JLT Directors who also sit on the Jardine Matheson Board have not participated in the consideration of the Partial Offer, or in the decision to recommend the Partial Offer from the JLT perspective. All matters relating to the Partial Offer on behalf of JLT have been considered by the JLT Independent Directors only. Neither of these two JLT Directors has undertaken to approve the Partial Offer because the votes attaching to their JLT Shares cannot count towards satisfaction of the Approval Condition.

7        Information on Jardine Matheson and JMHI

Founded as a trading company in China in 1832, Jardine Matheson is today a diversified business group employing over 300,000 people and focused principally on Asia.  Its businesses comprise a combination of cash generating activities and long-term property assets.

Jardine Matheson holds interests directly in Jardine Pacific (100 per cent.), Jardine Motors Group (100 per cent.) and JLT (30 per cent.), while its 82 per cent.-held Group holding company, Jardine Strategic, has interests in Hongkong Land (50 per cent.), Dairy Farm (78 per cent.), Mandarin Oriental (74 per cent.) and Jardine Cycle & Carriage (71 per cent.), which in turn has a 50 per cent. shareholding in Astra.  The majority of these interests are in listed entities.  Jardine Strategic also has a 55 per cent. shareholding in Jardine Matheson and a 21 per cent. attributable interest in Rothschilds Continuation, the global financial advisory group.       

These companies are leaders in the fields of engineering and construction, transport services, insurance broking, property investment and development, retailing, restaurants, luxury hotels, motor vehicles and related activities, financial services, heavy equipment, mining and agribusiness.   

Jardine Matheson reported an underlying profit attributable to shareholders* in 2010 of US$1,364 million, compared with US$1,016 million in 2009, while the profit attributable to shareholders in 2010 was US$3,084 million, compared with US$1,731 million in 2009. Jardine Matheson's gross revenue for 2010, including 100 per cent. of revenue from associates and joint ventures, was US$47 billion, compared with US$36 billion in 2009.

In Jardine Matheson's half yearly report for the six months ended 30 June 2011, the Chairman reported that "Trading conditions for the Group's businesses in Asia remain relatively resilient, although concerns exist that the global economic climate is showing some signs of fragility.  Despite the lower income from residential developments and reduced first-half profit in Jardine Motors, the Group is expected to perform satisfactorily in the second half of the year."

Jardine Matheson is incorporated in Bermuda and has a premium listing on the London Stock Exchange, with secondary listings in Bermuda and Singapore.  Jardine Matheson Limited operates from Hong Kong and provides management services to Group companies.

JMHI is a wholly-owned subsidiary of Jardine Matheson through which Jardine Matheson currently holds 30.35 per cent of the issued ordinary share capital of JLT.  JMHI is incorporated in the British Virgin Islands.

* Jardine Matheson uses 'underlying profit attributable to shareholders' in its internal financial reporting to distinguish between ongoing business performance and non-trading items.  Management considers this to be a key measure which provides additional information to enhance understanding of Jardine Matheson's underlying business performance.

8        Information on JLT

JLT is an international group of Risk Specialists and Employee Benefits Consultants and is one of the largest of its type in the world. JLT offers a distinctive choice to its clients and partners through its combination of independence, scale and specialism. JLT has a premium listing on the London Stock Exchange.

As an independent business, JLT is able to operate with autonomy and flexibility. JLT has the scale to provide solutions to the complex demands of the world's leading companies and to deliver global servicing whilst recognising that the needs of each of its clients is unique.

JLT consists of three divisions; Risk & Insurance, Employee Benefits and Thistle Insurance Services. The Risk & Insurance group comprises JLT's specialist broking operations around the world and its predominantly London market based specialist risk, wholesale insurance and reinsurance broking businesses. It offers clients a distinctive choice through a combination of independence, flexibility of approach, scale and specialisation. JLT's Employee Benefits business provides services and products to meet the changing demands of today's pension and employee benefits market. The JLT International Network operates in over 135 countries and is a combination of owned, partly owned and non-owned insurance broking and employee benefit consultancy operations. Thistle Insurance Services, which includes the JLT's Managing General Underwriter, is an underwriting and distribution company, which markets products on a non-advisory basis. Thistle can offer the fully integrated services of an insurer with the exception of providing the underwriting capital, as capacity is provided by an authorised insurer. JLT does not take any underwriting risk to its balance sheet.

Through subsidiaries and associated companies, the JLT Group operates in more than 34 countries and employs some 6,200 staff. In its audited accounts for the year ended 31 December 2010, JLT reported Fees and Commissions of £740.7 million (2009: £612.9 million), Operating Profit of £118.2 million (2009: £100.8 million) and Profit before Tax of £119.4 million (2009: £102.0 million). As of the close business on 14 September 2011 the market capitalisation of JLT was approximately £1,345 million.

Current Trading and Prospects

On 29 July 2011, JLT announced its unaudited interim results for the six months ended 30 June 2011. JLT delivered a strong trading performance in the first half of 2011, notwithstanding a continued weak insurance market rating environment and subdued GDP growth in the more mature economies in which it trades. Total revenue for the six months was £411.3 million (2010: £377.8 million) resulting in a profit before tax of £79.8 million (2010: £73.6 million). The JLT Board recommended an interim dividend of 9.2p per share, an increase from 8.8p in the prior year. JLT continues to face challenging conditions for the business. The insurance rating environment remains weak into the second half of 2011 and there is a sense that the general economic climate and business confidence has weakened over recent months following: the continued sovereign debt crisis in the Eurozone, the worsening U.S. budget deficit scenario, weaker than expected growth in many of the world's developed economies and the political instability in North Africa and the Middle East. JLT believes its emphasis on being a "client first" organisation is clearly serving it well, as demonstrated by its strong organic growth record. JLT continues to invest in people, technology and business acquisitions across the Group to support its future growth. All this gives JLT increasing confidence in its ability to continue to deliver year-on-year financial progress, building on the momentum developed in prior years.

9        Directors, management, employees and locations

Jardine Matheson confirms, in accordance with the provisions of the Code, that following the Partial Offer becoming or being declared unconditional in all respects, Jardine Matheson has no intention to propose changes to the JLT Board.  Furthermore, Jardine Matheson has no intention to propose changes to the existing employment rights of any member of JLT management or JLT employee and there are no changes proposed by Jardine Matheson with respect to the location of JLT operations or existing trading facilities for JLT Shares as a result of the Partial Offer. These matters shall continue to be managed by the Board of JLT.

10      Financing

Jardine Matheson is providing the cash consideration payable under the Partial Offer from its own resources.

Rothschild, financial adviser to Jardine Matheson and JMHI, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Qualifying JLT Shareholders under the terms of the Partial Offer.

11      Opening Position Disclosures and Interests

JMHI confirms that it will make an Opening Position Disclosure shortly following the date of this announcement, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.  

12      Offer Document

It is expected that the Offer Document, the Approval Form and the Form of Acceptance accompanying the Offer Document will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this announcement. The Offer Document, the Approval Form and Form of Acceptance will be made available to all JLT Shareholders at no charge to them.

Once the Offer Document has been published, JLT Shareholders shall have a minimum period of 28 days to approve and accept the Partial Offer.

JLT Shareholders are urged to read the Offer Document and the accompanying Approval Form and Form of Acceptance when they are sent to them because they will contain important information.

13      Conditions and further terms

The Partial Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement, with the full terms to be set out in the Offer Document.

14      General

The Partial Offer will be made subject to the Conditions and certain further terms set out in Appendix I to this announcement and full terms to be set out in the Offer Document, and the Approval Form and the Form of Acceptance. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

15      Documents on display

Copies of the irrevocable undertakings referred to in paragraph 4 above and summarised in Appendix III to this announcement will be made available on the Jardine Matheson website from today until the end of the Partial Offer.

Enquiries:
Jardine Matheson Holdings Limited / JMH Investments Limited
Neil McNamara	[phone]
Rothschild (Financial Adviser to Jardine Matheson and JMHI)
Crispin Wright John Nisbet	020 7280 5000
UBS Investment Bank (Financial Adviser and Corporate Broker to Jardine Matheson and JMHI)
Tim Waddell Tim Pratelli	020 7567 8000
Jardine Lloyd Thompson Group plc
Dominic Burke Simon Mawson Paul Dransfield	020 7528 4660
J.P. Morgan Cazenove (Financial Adviser to JLT)
Tim Wise Conor Hillery Shona Graham	020 7588 2828
Numis (Independent Financial Adviser to JLT)
Oliver Hemsley Etienne Bottari	020 7260 1000
Media Enquiries (Brunswick Group)
Rebecca Shelley Tom Burns	020 7404 5959

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Jardine Matheson and JMHI and no one else in connection with the matters set out in this document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of N M Rothschild & Sons Limited, nor for providing advice in relation to any matter referred to herein.

UBS is acting exclusively for Jardine Matheson and JMHI and no one else in connection with the Partial Offer and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of UBS, or for providing advice in connection with the Partial Offer or any matter referred to herein.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority. J.P. Morgan Cazenove is acting exclusively for JLT and no one else in connection with the Partial Offer, is not advising, or acting for, any other person and will not be responsible to anyone other than JLT for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in connection with the Partial Offer or for any matter referred to herein.

Numis Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for JLT and no one else in connection with the Partial Offer and will not be responsible to anyone other than JLT for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Partial Offer or any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or otherwise. The Partial Offer will be made solely by means of an Offer Document, the Approval Form and the Form of Acceptance accompanying the Offer Document, which will contain the full terms and Conditions of the Partial Offer, including details of how the Partial Offer may be accepted.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement and any other documents related to the Partial Offer in certain jurisdictions may be restricted by law. In particular, the availability of the Partial Offer to Qualifying JLT Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Jardine Matheson or required by the City Code, and permitted by applicable law and regulation, the Partial Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Partial Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Partial Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Partial Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Partial Offer.

The Partial Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority.

United States Shareholders

The Partial Offer will be made to Qualifying JLT Shareholders and will be made pursuant to English law and in compliance with the applicable provisions of Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Partial Offer will not be made or intended to be made pursuant to the provisions of any other law. Accordingly, Jardine Matheson will not procure any further registrations, authorisations or approvals of the Offer Document or the Partial Offer by any security supervisory authority or similar institutions. The Partial Offer will be made in the United States by JMHI and no one else. The Partial Offer will be subject to disclosure and procedure requirements of English law which are different from those of the United States.

Forward looking statements

This announcement contains statements about Jardine Matheson and JLT that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Jardine Matheson's or JLT's operations and potential synergies resulting from the Partial Offer; and (iii) the effects of government regulation on Jardine Matheson's or JLT's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Jardine Matheson disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company must make an Opening Position Disclosure following the commencement of the offer period. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of the offeree company prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on Website

A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.jardines.com and www.jltgroup.com by no later than 12 noon (London time) on 16 September 2011.

APPENDIX I
CONDITIONS AND CERTAIN TERMS OF THE OFFER

1        Conditions of the Partial Offer

The Partial Offer will be subject to the following Conditions:

Acceptance Condition

(a)      valid acceptances of the Partial Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as JMHI may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of not less than 21,734,665 JLT Shares;

Approval Condition

(b)      JLT Shareholders holding over 50 per cent. of the voting rights of JLT not held by JMHI and persons acting in concert with it approving the making of the Partial Offer;

Guernsey Regulatory approval

(c)      the earlier of:

(i)       receipt by JLT Group subsidiary, Isosceles PCC Limited, of an approval from the Guernsey Financial Services Commission in respect of the increase in Jardine Matheson's effective interest in Isosceles PCC Limited which will result from the Partial Offer; and

(ii)      expiry of all applicable waiting and other time periods during which the Guernsey Financial Services Commission could decide to object to the increase in Jardine Matheson's effective interest in Isosceles PCC Limited which will result from the Partial Offer;

Irish Regulatory approval

(d)      the earlier of:

(i)       receipt by Jardine Matheson of an approval from the Central Bank of Ireland in respect of the increase in Jardine Matheson's effective interest in JLT Insurance Brokers Ireland Limited which will result from the Partial Offer; and

(ii)      expiry of all applicable waiting and other time periods during which the Central Bank of Ireland could decide to give, give subject to conditions or withhold approval for the proposed increase in Jardine Matheson's effective interest in JLT Insurance Brokers Ireland Limited which will result from the Partial Offer;

Spanish Regulatory approval

(e)      the earlier of:

(i)       receipt by JLT-SIACI España of confirmation of the non-opposition of the Dirección General de Seguros y Fondos de Pensiones in respect of the increase in Jardine Matheson's effective interest in JLT-SIACI España which will result from the Partial Offer; and

(ii)      expiry of all applicable waiting and other time periods during which the Dirección General de Seguros y Fondos de Pensiones could decide to give, give subject to conditions or withhold confirmation of the non-opposition of the proposed increase in Jardine Matheson's effective interest in JLT-SIACI España which will result from the Partial Offer;

Notifications, waiting periods and Authorisations

(f)       (i) all material notifications, filings or applications which are necessary or considered appropriate or desirable by Jardine Matheson having been made in connection with the Partial Offer, (ii) all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate), (iii) all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Partial Offer, (iv) all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Partial Offer having been obtained on terms and in a form reasonably satisfactory to Jardine Matheson from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider JLT Group or the Jardine Matheson Group has entered into contractual arrangements, and (v) all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider JLT Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Partial Offer becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(g)      no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)       require, prevent or delay the divestiture or alter the terms envisaged for any divestiture by any member of the Jardine Matheson Group or by any member of the Wider JLT Group of all or any part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii)      require any member of the Jardine Matheson Group or the Wider JLT Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider JLT Group or any asset owned by any third party (other than in the implementation of the Partial Offer);

(iii)     impose any limitation on, or result in a delay in, the ability of Jardine Matheson or JMHI, directly or indirectly, to hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in JLT held directly or indirectly by Jardine Matheson or JMHI, or on the ability of any member of the Wider JLT Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider JLT Group;

(iv)      otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider JLT Group or any member of the Jardine Matheson Group;

(v)      result in any member of the Wider JLT Group or any member of the Jardine Matheson Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi)      make the Partial Offer or its implementation void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Partial Offer; or

(vii)     require a divestiture by any member of the Jardine Matheson Group of any shares or other securities (or the equivalent) in any member of the Jardine Matheson Group or in JLT, or require a divesture by any member of the Wider JLT Group of any shares or other securities (or the equivalent) in any member of the Wider JLT Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Partial Offer or the acquisition or proposed acquisition of any JLT Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(h)      there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider JLT Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Partial Offer, could or might reasonably be expect to result in:

(i)       any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider JLT Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)      the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider JLT Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)     any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider JLT Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)      any liability of any member of the Wider JLT Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v)      the rights, liabilities, obligations, interests or business of any member of the Wider JLT Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider JLT Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)      any member of the Wider JLT Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)     the value of, or the financial or trading position or prospects of, any member of the Wider JLT Group being prejudiced or adversely affected; or

(viii)    the creation or acceleration of any liability (actual or contingent) by any member of the Wider JLT Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider JLT Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might result in any of the events or circumstances as are referred to in Condition (h)(i) to (viii);

Certain events occurring since 31 December 2010

(i)       except as Disclosed, no member of the Wider JLT Group having since 31 December 2010 (being the date of JLT's last audited consolidated financial statements):

(i)       issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of JLT Shares out of treasury (except for the issue or transfer out of treasury of JLT Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the JLT Share Schemes);

(ii)      except for the interim dividend of 9.2 pence the record date for which is 9 September 2011, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of JLT to JLT or any of its wholly owned subsidiaries;

(iii)     other than pursuant to the Partial Offer (and except for transactions between JLT and its wholly owned subsidiaries or between the wholly owned subsidiaries of JLT and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider JLT Group taken as a whole;

(iv)      (except for transactions between JLT and its wholly owned subsidiaries or between the wholly owned subsidiaries of JLT) and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)      (except for transactions between JLT and its wholly owned subsidiaries or between the wholly owned subsidiaries of JLT) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider JLT Group as a whole;

(vi)      entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider JLT Group;

(vii)     entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executive of any member of the Wider JLT Group;

(viii)    proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider JLT Group which are material in the context of the Wider JLT Group taken as a whole;

(ix)     purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x)      except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider JLT Group as a whole;

(xi)     terminated or varied the terms of any agreement or arrangement between any member of the Wider JLT Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider JLT Group taken as a whole;

(xii)    made any alteration to its memorandum or articles of association or other incorporation documents;

(xiii)    except as in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any material change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to;

(xiv)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv)     taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi)    (except for transactions between JLT and its wholly owned subsidiaries or between the wholly owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii)   entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xviii)  entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (i);

No adverse change, litigation, regulatory enquiry or similar

(j)       except as Disclosed, since 31 December 2010 there having been:

(i)       no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider JLT Group which is material in the context of the Wider JLT Group;

(ii)      no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider JLT Group or to which any member of the Wider JLT Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider JLT Group, in each case which might reasonably be expected to have a material adverse effect on the Wider JLT Group taken as a whole;

(iii)     no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider JLT Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider JLT Group, in each case which might reasonably be expected to have a material adverse effect on the Wider JLT Group taken as a whole;

(iv)      no contingent or other liability having arisen or become apparent to Jardine Matheson or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider JLT Group to an extent which is material in the context of the Wider JLT Group taken as a whole; and

(v)      no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider JLT Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider JLT Group taken as a whole;

No discovery of certain matters regarding information and liabilities

(k)      except as Disclosed, Jardine Matheson not having discovered:

(i)       that any financial, business or other information concerning the Wider JLT Group publicly announced prior to the date of the Announcement or disclosed at any time to any member of the Jardine Matheson Group by or on behalf of any member of the Wider JLT Group prior to the date of the Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading; or

(ii)      that any member of the Wider JLT Group or any partnership, company or other entity in which any member of the Wider JLT Group has a significant economic interest and which is not a subsidiary undertaking of JLT is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider JLT Group taken as a whole.

2        Certain further terms of the Partial Offer

2.1      Jardine Matheson reserves the right to waive, in whole or in part, all or any of the above Conditions 1(c) to 1(k) (inclusive), provided that Conditions 1(c), 1(d) and 1(e) may only be waived with the consent of JLT.

2.2      If Jardine Matheson or JMHI is required by the Panel to make an offer for JLT Shares under the provisions of Rule 9 of the Code, Jardine Matheson may make such alterations to any of the above Conditions, including the Acceptance Condition, the Approval Condition, and terms of the Partial Offer as are necessary to comply with the provisions of that Rule.

2.3      The Partial Offer will lapse unless all the above Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Jardine Matheson to be or remain satisfied, by midnight (London time) on the twenty-first day after the later of the first closing date of the Partial Offer and the date on which the Acceptance Condition is fulfilled (or, in each case, such later date as Jardine Matheson may determine, in accordance with the City Code).

2.4      Jardine Matheson shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 1(c) to 1(k) (inclusive) by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other Conditions of the Partial Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

2.5      The Partial Offer will lapse (unless otherwise agreed with the Panel) if it is referred to the UK Competition Commission or European Commission before the later of 1.00pm (London time) on the First Closing Date of the Partial Offer and the date when the Partial Offer becomes or is declared unconditional as to acceptances.

2.6      If the Partial Offer lapses, the Partial Offer will cease to be capable of further acceptance and accepting Qualifying JLT Shareholders and JMHI shall cease to be bound by Approval Forms and Forms of Acceptance submitted at or before the time when the Partial Offer so lapses.

2.7      The availability of the Partial Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

2.8      The Partial Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by Jardine Matheson) and the Partial Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

3        Responsibility for information

3.1      The Jardine Matheson Directors accept responsibility for the information contained in this announcement (other than information relating to JLT, the Wider JLT Group and the JLT Directors and persons connected with them).  To the best of the knowledge and belief of the Jardine Matheson Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

3.2      The JMHI Directors accept responsibility for the information contained in this announcement (other than information relating to JLT, the Wider JLT Group and the JLT Directors and persons connected with them).  To the best of the knowledge and belief of the JMHI Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

3.3      The JLT Directors accept responsibility for the information contained in this announcement relating to JLT, the Wider JLT Group and the JLT Directors and persons connected with them except for the recommendation contained in the summary and paragraph 6 of this announcement, for which only the JLT Independent Directors accept responsibility.  To the best knowledge and belief of the JLT Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i)       The value placed by the Partial Offer on the existing issued ordinary share capital of JLT is based on 217,346,649 JLT Shares in issue on 14 September 2011, being the last dealing day prior to the date of this announcement.

(ii)      The Closing Prices from 14 June 2011 to and including 14 September 2011 are taken from the London Stock Exchange Daily Official List.

(iii)     Unless otherwise stated, the financial information relating to JLT is extracted from the audited consolidated financial statements of JLT for the financial year to 31 December 2010, prepared in accordance with IFRS.

(iv)      The financial information relating to Jardine Matheson is extracted from the audited consolidated financial statements of Jardine Matheson for the financial year ended 31 December 2010, prepared in accordance with IFRS.

(v)      The percentage of JLT's issued ordinary share capital that is the subject of the Partial Offer is based on the existing issued ordinary share capital of JLT on the date of this announcement.

APPENDIX III
IRREVOCABLE UNDERTAKINGS

Name of JLT Director	Number of JLT Shares in which irrevocable undertakings have been received
Geoffrey Howe (Chairman)*	30,000
Dominic Burke (Chief Executive)*	303,583
Mark Drummond Brady*	58,292
Richard Harvey*	10,000
Nicholas MacAndrew*	5,000
John Paynter*	12,500
Simon Mawson*	NIL
Vyvienne Wade*	74,000
Lord Leach of Fairford	22,500
Simon Keswick	2,249
		518,124

* JLT Independent Director

All of the JLT Directors have irrevocably undertaken to accept the Partial Offer in respect of the Relevant Percentage of their JLT Shares.  The JLT Independent Directors have also irrevocably undertaken to approve the Partial Offer in respect of all of their JLT Shares.  The votes attaching to the JLT Shares held by Lord Leach of Fairford and Simon Keswick cannot count towards satisfaction of the Approval Condition because they are not JLT Independent Directors, and as such they have not undertaken to approve the Partial Offer.

The irrevocable undertakings will lapse if the Partial Offer is not made (by publication of an offer document) by 28 days following the publication of this announcement (or such later date as JLT may agree and the Panel may permit) or the Partial Offer lapses or is withdrawn without having become wholly unconditional.

APPENDIX IV
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"Acceptance Condition"	the condition as set out in paragraph 1(a) of Appendix I to this announcement
"Approval Condition"	the condition as set out in paragraph 1(b) of Appendix I to this announcement
"Approval Form"	the approval form relating to the Partial Offer which will accompany the Offer Document for use by JLT Shareholders in connection with giving their approval to JMHI making the Partial Offer
"Authorisations"	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals
"Business Day"	a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London
"City Code" or "Code"	the City Code on Takeovers and Mergers
"Closing Price"	the closing middle market price of a JLT Share on a particular trading day as derived from the Daily Official List
"Companies Act"	the Companies Act 2006, as amended
"Conditions"	the conditions of the Partial Offer, set out in Appendix I to this Announcement and to be set out in the Offer Document, and "Condition" means any one of them
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations)
"Daily Official List"	the Daily Official List published by the London Stock Exchange
"Dealing Arrangement"	an arrangement of the kind referred to in Note 11(a) on the definition of acting in concert in the Code
"Disclosed"	the information disclosed by, or on behalf of JLT, (i) in the annual report and accounts of the JLT Group for the financial year ended 31 December 2010; (ii) the interim results of the JLT Group for the six month period ending on 30 June 2011; (iii) in the Announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of JLT prior to the publication of the Announcement; or (v) as otherwise fairly disclosed to Jardine Matheson (or its respective officers, employees, agents or advisers) prior to 15 September 2011
"Exchange Act"	the US Securities Exchange Act of 1934
"Euroclear"	Euroclear UK & Ireland Limited
"First Closing Date"	the date falling 28 days after the date of publication of the Offer Document
"Form of Acceptance"	the form of acceptance and authority relating to the Partial Offer which will accompany the Offer Document for use by Qualifying JLT Shareholders with JLT Shares in certificated form in connection with the Partial Offer
"FSA" or "Financial Services Authority"	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000
"IFRS"	International Financial Reporting Standards
"Jardine Matheson"	Jardine Matheson Holdings Limited
"Jardine Matheson Board"	the board of directors of Jardine Matheson
"Jardine Matheson Directors"	the directors of Jardine Matheson
"Jardine Matheson Group"	Jardine Matheson and associated undertakings and any other body corporate, partnership, joint venture or person in which Jardine Matheson and all such undertakings (aggregating their interests) have a Significant Interest
"JLT" or the "Company"	Jardine Lloyd Thompson Group plc
"JLT Board"	the board of directors of JLT
"JLT Directors"	the directors of JLT
"JLT Independent Directors"	the JLT Directors who are not also on the Jardine Matheson Board, being all JLT Directors other than Lord Leach of Fairford and Simon Keswick
"JLT Group"	JLT and its subsidiary undertakings and, where the context permits, each of them
"JLT Shareholders" or "Shareholders"	the holders of JLT Shares
"JLT Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of 5 pence each in the capital of JLT and any further such ordinary shares which are unconditionally allotted or issued prior to the Record Date
"JMHI"	JMH Investments Limited
"JMHI Directors"	the directors of JMHI
"J.P. Morgan Cazenove"	J.P. Morgan Limited (which conducts its UK investment banking activities as J.P. Morgan Cazenove)
"Listing Rules"	the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name
"London Stock Exchange"	London Stock Exchange plc
"Numis"	Numis Securities Limited
"Offer Document"	the document to be despatched to JLT Shareholders containing the full terms and conditions of the Partial Offer
"Offer Period"	the offer period (as defined by the Code) relating to JLT, which commenced on 15 September 2011
"Official List"	the Official List maintained by the UKLA
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code
"Overseas Shareholders"	JLT Shareholders (or nominees of, or custodians or trustees for JLT Shareholders) not resident in, or nationals or citizens of the United Kingdom
"Panel"	the Panel on Takeovers and Mergers
"Partial Offer"	the unanimously recommended partial cash offer, made by JMHI, to acquire 21,734,665 JLT Shares on the terms and subject to the Conditions to be set out in the Offer Document, the Approval Form and (in respect of JLT Shares in certificated form) the Form of Acceptance and including, where the context permits, any subsequent revision, variation, extension or renewal of such offer
"Qualifying JLT Shareholders"	holders of JLT Shares who are entered on the register of members of JLT at or before the Record Date and remain on the register of members of JLT at the Record Date
"Record Date"	the close of business on the business day immediately preceding the date on which the Partial Offer becomes wholly unconditional (or such earlier date as Jardine Matheson may, with the consent of the Panel, decide)
"Registrar"	the Registrar of Companies in England and Wales
"Regulations"	the Uncertificated Securities Regulation 2001 (SI 2001 No. 3755)
"Regulatory Information Service"	any of the services set out in Appendix 3 to the Listing Rules
"Relevant Percentage"	the figure, expressed as a percentage, which is calculated by dividing 21,734,665 JLT Shares by the number of JLT Shares in issue at the Record Date not already held by Jardine Matheson
"Restricted Jurisdiction"	any jurisdiction where extension or acceptance of the Partial Offer would violate the law of that jurisdiction
"Rothschild"	N M Rothschild & Sons Limited
"Significant Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking
"Third Party"	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction
"UBS" or "UBS Investment Bank"	UBS Limited
"UKLA"	the UK Listing Authority, being the Financial Services Authority Limited acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof
"Wider JLT Group"	JLT and associated undertakings and any other body corporate, partnership or person in which JLT and such undertakings (aggregating their interests) have a Significant Interest

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to the "issued ordinary share capital" or "existing ordinary share capital" of JLT shall, for the avoidance of doubt, exclude any ordinary shares held in treasury.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 

END

 

 

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