Tender Offer For JS Shares

Jardine Matheson Hldgs Ld
15 August 2007


To: Business Editor                                        For immediate release                                    
                                                           

 

Not for release, publication or distribution, in Canada (other than the Province
of Ontario), Japan, Malaysia or South Africa or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such jurisdiction.

 
Jardine Matheson Launches Tender Offer to Purchase Shares in Jardine Strategic

 
15th August 2007 - Jardine Matheson Holdings Limited today announced its
intention to make a tender offer for the purchase of up to 1.7 per cent. of the
issued share capital of Jardine Strategic Holdings Limited ('Jardine Strategic') 
with the possibility of acquiring up to an additional 1.7 per cent.

 
Under the Tender Offer, tenders are being invited in the range of US$14.00 to 
US$14.50 per Share. The price range represents a premium of up to 8.2 per cent.
over the closing price of the Shares on the Singapore Exchange on 14th August
2007 and a premium of up to 9.5 per cent. over the average closing price of the
Shares on the Singapore Exchange for the five market days immediately prior to
the announcement of the Tender Offer.

 
The Tender Offer will be for up to 17,857,142 Shares (representing approximately
1.7 per cent. of the Jardine Strategic's issued share capital) at a cost
of up to US$250 million. Up to a further 17,857,142 additional Shares
representing approximately 1.7 per cent. of Jardine Strategic's issued share
capital may be purchased at a cost of up to US$250 million depending upon the
outcome of the JM Tender Offer referred to below.

 
Jardine Matheson is simultaneously making a tender offer to repurchase up to
10,416,666 of its own shares at a cost of up to US$250 million (being the JM
Tender Offer).  The purchase of additional Shares in Jardine Strategic under the
Tender Offer will be subject to the availability of funds that are not utilized
by Jardine Matheson to repurchase Jardine Matheson shares under the JM Tender
Offer. 

 
Jardine Matheson intends to pay out an aggregate total of up to US$500 million
under the two Tender Offers.

 
Background to and Reasons for the Tender Offer

As part of the strategic capital allocation within the Jardine Matheson Group,
purchases or repurchases of shares in Group companies are made when favourable
stock market conditions arise.  This policy enables the Jardine Matheson Group
to concentrate its resources on its principal businesses, as well as enhancing
earnings per share or net asset value per share.

 
Against this background, it is considered appropriate to make a tender offer to
purchase Jardine Strategic Shares.

 
The Tender Offer provides shareholders in Jardine Strategic with the opportunity
to either sell Shares at a premium to the recent market price, free of
commissions and dealing charges, or to maintain their proportionate stake in
Jardine Strategic by retaining their holdings.

 
Jardine Matheson has no intention of making a further tender offer to Jardine
Strategic shareholders at a price above the Strike Price in the year ahead.

 
Further Terms of the Tender Offer

Full details of the Tender Offer, including the terms and conditions on which it
is being made, are set out in a circular which will be posted to shareholders on
20th August 2007.  The Tender Offer will close on 18th September 2007.

 
The Tender Offer is available to all Registered Shareholders of Jardine
Strategic with registered addresses outside Canada (other than the Province of
Ontario), Japan, Malaysia and South Africa.  In addition, the Tender Offer will
also be available to depositors holding Shares through the CDP scripless system
in Singapore. 

 
As the date of Closing of the Tender Offer is after the record date for the
interim dividend declared on 15th August 2007, holders of successfully tendered
Shares at the record date for the interim dividend will still be entitled to
receive the dividend.

 
JM Tender Offer

Jardine Matheson has also announced that it is to make the JM Tender Offer
pursuant to which shareholders in Jardine Matheson are being invited to tender
Jardine Matheson shares in the range of US$24.00 to US$25.00 per share
representing a premium of up to 9.9 per cent. over the average closing price of
the shares on the Singapore Exchange for the five market days immediately prior
to the announcement of the JM Tender Offer.  Jardine Matheson is offering to
acquire up to 10.4 million shares pursuant to the JM Tender Offer representing
approximately 1.7 per cent. of its current issued share capital at a cost of up
to US$250 million.

 

In addition, Jardine Matheson has announced that it will acquire up to a further
10.4 million Jardine Matheson shares under the JM Tender Offer representing
approximately 1.7 per cent. of its current issued share capital in the event
that less than the Authorized Number of Shares are validly tendered under the
Tender Offer for Jardine Strategic Shares thereby leaving surplus funds
available.

 
Any Jardine Matheson shares acquired pursuant to the JM Tender Offer will be
cancelled. Jardine Strategic has indicated that it has no present intention of
participating in the JM Tender Offer.

 

Jardine Matheson

Jardine Strategic is a member of the Jardine Matheson Group.  Jardine Matheson
currently holds 79.9 per cent. of Jardine Strategic's current issued share
capital.  Jardine Matheson will not tender any of its Jardine Strategic shares
into the Tender Offer.  If 17,857,142 Shares are purchased, Jardine Matheson's
interest in Jardine Strategic would increase to 81.5 per cent. of the issued
share capital of Jardine Strategic, and, if the additional 17,857,142 Shares are
purchased, Jardine Matheson's interest in Jardine Strategic would increase to
83.2 per cent. of the issued share capital of Jardine Strategic.  Jardine
Strategic is committed to ensuring the maintenance of a free float of 15 per
cent. or more of its issued share capital.

 

Interim Results

On 15th August 2007, Jardine Strategic announced its interim results for the six
months ended 30th June 2007.  The interim results announcement contains an
operational review of Jardine Strategic and its subsidiary undertakings and
associates for the first half of 2007 and discusses the outlook for the
remainder of the year, and can be found on the company's website at 
'www.jardines.com'.

 

With a broad portfolio of market-leading businesses, the Jardine Matheson Group
is an Asian-based conglomerate with extensive experience in the Region.  Its
business interests include Jardine Pacific, Jardine Motors Group, Hongkong Land,
Dairy Farm, Mandarin Oriental, Jardine Cycle & Carriage and Jardine Lloyd
Thompson.  These companies are leaders in the fields of engineering and
construction, transport services, motor trading, property, retailing,
restaurants, hotels, financial services and insurance broking.

 

                                    - end -                                     

 

This announcement is not intended to and does not constitute an offer or
invitation to purchase any securities pursuant to the Tender Offer or otherwise.
The Tender Offer will be made solely through the Tender Offer Document, which
will contain the full terms and conditions of the Tender Offer.  Any decision to
tender Shares should be made only on the basis of the information in the Tender
Offer Document.

The release, publication or distribution of this announcement is prohibited in
Canada (other than the Province of Ontario), Japan, Malaysia or South Africa and
the release, publication or distribution of this announcement in other
jurisdictions may be restricted by law and therefore any persons who are subject
to the laws of any such jurisdiction should inform themselves about, and
observe, any applicable requirements.

         

For further information, please contact:

 
Jardine Matheson Limited
Neil M McNamara                                                 (852) 2843 8227                                 
                                                                 
Matheson & Co., Limited
Philip Hawkins                                                  [phone]

GolinHarris
Nick Bradbury                                                   (852) 2501 7910            
                                                                 
Weber Shandwick Financial
Richard Hews / Georgia Dempsey                                  [phone]

This and other Group announcements can be accessed through the Internet at 
'www.jardines.com'.

 



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