Bermuda Takeover Code

Hongkong Land Hldgs Ld
20 July 2007

AMENDMENTS TO THE BERMUDA TAKEOVER CODE FOR
HONGKONG LAND HOLDINGS LIMITED




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



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

This announcement appears as a matter of record.


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

20th July 2007

www.hkland.com



Summary of the amendments made to The Hongkong Land Holdings Limited 
Regulations 1993



Introduction

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

Amendments to the Bermuda Code

Section 1: Non Market-Related Issues

1.1  Pre-conditions in possible offer announcements

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

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

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

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

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

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

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

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

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

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

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

1.3  Offeree protection conditions

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

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

Section 2: Market-Related Issues

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

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

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

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

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

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

2.1    Principal traders and fund managers

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

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

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

2.2    Dealings through anonymous trading systems

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

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

2.3    Prohibition on assented securities

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

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

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

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

       •   any outstanding options in respect of, and derivatives referenced to, the relevant security
           in which there has been a dealing;

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

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

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

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

       •   a description of any relevant option or derivative;

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

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

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

2.5    Informing shareholders of their disclosure of dealings obligations

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

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

2.6    Disclosure of subscription for new shares

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

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

2.7    Connected advisers

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

       •   the offeror or offeree company;

       •   persons who are acting in concert with the offeror or with the directors of the offeree
           company; and

       •   persons who are associates of the offeror or the offeree company by virtue of paragraph (1)
           of the definition of associate.

       The new definition of 'connected adviser' has been incorporated into the Regulations with
       appropriate amendments.

2.8    Sub-contracting to another fund manager

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

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

2.9    Irrevocable commitments and letters of intent

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

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

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

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

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

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

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

2.10   Miscellaneous amendments

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

       •   stock borrowing and lending;

       •   derivatives referenced to baskets or indices of securities;

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

       •   the disclosure of dealings in offeree board circulars;

       •   acquisitions from a single shareholder;

       •   purchases of securities by whitewash offerors.

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





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