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Johnson Fry Holdings (JFH)

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Monday 18 October, 1999

Johnson Fry Holdings

Offer Terms for Johnson Fry

JOHNSON FRY HOLDINGS PLC
18 October 1999


Part 1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
                                    
                         Recommended Cash Offer
                                   by
                       Merrill Lynch International
                              on behalf of
                      Legg Mason (UK) Holdings Plc
              a wholly owned subsidiary of Legg Mason, Inc.
                                   for
                        Johnson Fry Holdings PLC


The  boards of Legg Mason, Inc. ('Legg Mason') and Johnson Fry  Holdings
PLC  ('Johnson Fry') announce the terms of a recommended cash offer  for
the whole of the issued share capital of Johnson Fry. The Offer will  be
made  by  Merrill  Lynch  International on behalf  of  Legg  Mason  (UK)
Holdings Plc ('Legg Mason UK'), a wholly owned subsidiary of Legg Mason.

The Offer:
-    is 275p in cash for each Johnson Fry Share
-    has the unanimous recommendation of the directors of Johnson Fry
-    values  the  issued share capital of Johnson Fry at  approximately
     #41.9 million
-    represents a premium of 19.6 per cent. over the middle market price
     of 230p per Johnson Fry Share at the close of business on 15 October
     1999, the last business day before this announcement
-    represents a premium of 47.5 per cent. over the middle market price
     of 186.5p per Johnson Fry Share at the close of business on 26 August
     1999, the day prior to the announcement of the offer period
-    values the issued share capital of Johnson Fry at approximately 3.4
     per cent. of Johnson Fry's funds under management of #1,240 million as
     at 30 June 1999, or 3.9 per cent. if EZPUTs of #173 million are excluded
-    includes a Loan Note Alternative.

Legg  Mason UK has received irrevocable undertakings to accept the Offer
from  the  directors of Johnson Fry in respect of their  own  beneficial
holdings  of  a  total  of  465,422  Johnson  Fry  Shares,  representing
approximately 3.1 per cent. of the issued share capital of  Johnson  Fry
and a further 1,176,969 Johnson Fry Shares over which they have options,
subject  to  exercise, representing approximately 7.7 per cent.  of  the
issued  share  capital of Johnson Fry.  In addition, Legg Mason  UK  has
received  irrevocable undertakings to accept the Offer in respect  of  a
further  6,460,518  Johnson  Fry Shares and  options  over  Johnson  Fry
Shares,  representing approximately 42.4 per cent. of the  issued  share
capital  of  Johnson Fry, resulting in Legg Mason UK having  irrevocable
undertakings  in respect of approximately 53.2 per cent. of  the  issued
share capital of Johnson Fry. These irrevocable undertakings are subject
to the terms summarised in the full text of the attached announcement.

The  acquisition of Johnson Fry by Legg Mason will be a significant step
in  Legg Mason's strategic goal of providing fund management services to
support the long-term savings needs of individual investors outside  the
United  States.   Legg  Mason aims to enhance the  growth  prospects  of
Johnson  Fry's retail focused, high performing fund range by  preserving
its  existing  investment management and business teams while  providing
the company with additional product and service capabilities.

As  a  result  of the combination, Johnson Fry's existing and  potential
clients will benefit from:

- continuity of the senior management team which has been responsible
  for the company's growth since it decided to focus on the provision of
  retail fund management services

- continuity  of the investment management team and preservation of
  the independence of the investment process, which among other things
  helped the company be named the 'S&P Micropal Unit Trust Manager of the
  Year, Smaller Groups', based on its 1998 performance

- a common culture with the intertwined goals of consistently high-
  level performance and user-friendly client service.

Commenting on the Offer, Raymond Mason, the Chairman and Chief Executive
of Legg Mason, said:

'The  acquisition of Johnson Fry is part of our current strategic  focus
of   globalising  our  investment  management  business.    Our   strong
expansion,  in  recent  years, has principally been  driven  by  organic
growth  although  we  have  augmented our  development  by  successfully
acquiring  a number of select asset management companies.  Our  approach
to  acquisitions  has been to make little change to companies'  existing
management,  operations  and organisational structures  while  retaining
overall control.  This will be our approach with Johnson Fry and we  are
confident  that Rebecca Thomas and her management team will continue  to
build  on  its recent successes and become an integral part of the  Legg
Mason Group.'

David Backhouse, Chairman of Johnson Fry, said:

'As part of the Legg Mason Group, Johnson Fry will have the resources to
accelerate  its development as a retail fund management group  and  take
maximum  advantage of the superior investment performance of its  funds.
The  Offer represents good value for Johnson Fry Shareholders and  I  am
delighted to recommend this Offer to them.'

Press Conference
There  will  be a press conference at 12.00 noon today at Merrill  Lynch
International,  7th Floor, Ropemaker Place, 25 Ropemaker Street,  London
EC2Y 9LY.

Enquiries:                             
                                       
LEGG MASON                             JOHNSON FRY
Raymond Mason, Chairman & Chief        David Backhouse, Chairman
Executive Officer                      Rebecca Thomas, Chief Executive
Elisabeth Spector, Senior Vice         Telephone: 0171 451 1180
President
Telephone: 00 1 410 539 0000           
                                       
MERRILL LYNCH INTERNATIONAL            DONALDSON,   LUFKIN  &   JENRETTE
                                       INTERNATIONAL
Richard Slimmon                        Charles Outhwaite
Telephone: 0171 628 1000               Telephone: 0171 655 7539
                                       
                                       BRUNSWICK
                                       Alison Hogan
                                       Telephone: 0171 404 5959

This  summary should be read in conjunction with the full  text  of  the
attached announcement.

Merrill  Lynch  International, which is  regulated  in  the  UK  by  The
Securities and Futures Authority Limited, is acting exclusively for Legg
Mason and Legg Mason UK and for no one else in connection with the Offer
and  will  not be responsible to anyone other than Legg Mason  and  Legg
Mason  UK for providing the protections afforded to customers of Merrill
Lynch International or for giving advice in relation to the Offer.

Donaldson, Lufkin & Jenrette International, which is regulated in the UK
by  The  Securities and Futures Authority Limited, is acting exclusively
for  Johnson  Fry and for no one else in connection with the  Offer  and
will  not  be responsible to anyone other than Johnson Fry for providing
the  protections afforded to customers of Donaldson, Lufkin  &  Jenrette
International or for giving advice in relation to the Offer.

The Offer will not be made, directly or indirectly, in or into or by the
use  of  the  mails  of, or by any means or instrumentality  (including,
without  limitation, telephonically or electronically) of interstate  or
foreign  commerce of, or through any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan and the Offer
will   not   be   capable  of  acceptance  by  any  such   use,   means,
instrumentality  or  facilities or from or  within  the  United  States,
Canada,  Australia  or Japan.  Accordingly, copies of this  announcement
are  not  being,  and  must  not  be,  mailed  or  otherwise  forwarded,
distributed  or  sent  in,  into  or from  the  United  States,  Canada,
Australia   or   Japan  and  all  persons  receiving  this  announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward,  distribute  or  send it in, into or from  the  United  States,
Canada, Australia or Japan.

Notes to Editors

Legg Mason

Legg Mason is a financial services and investment management company
based in the U.S. with $95 billion assets under management as at 30
September 1999 and a market capitalisation at the close of business on
15 October 1999 of $1.9 billion.

Legg Mason's headquarters are in Baltimore, Maryland, U.S., and it has
offices in over 125 locations across the U.S. as well as in London and
Geneva.  The total number of employees currently stands at approximately
4,400.

Legg  Mason was established in 1899 and became a public company in 1983.
Its stock is listed on the New York Stock Exchange.

Legg  Mason's main operations are in three areas: investment management;
securities brokerage; and investment banking.  In investment management,
Legg Mason offers a diverse range of products and services to individual
and  institutional  investors and mutual funds.  The primary  investment
management units within Legg Mason are:

Bartlett & Co                Individual and institutional investors  and
                             mutual funds
Batterymarch Financial       Large institutional investors and  mutual
Management                   funds
Berkshire Asset Management   Individual investors and family groups
Brandywine Asset Management  Large institutions, wrap accounts for
                             individual investors and mutual funds
Gray, Seifert & Co           Individual investors and family groups
Legg Mason Capital           Institutional and individual investors
Management
Legg Mason Fund Adviser      Mutual funds
Western Asset Global         Large institutional investors and mutual
Management                   funds
Western Asset Management     Large institutional investors  and  mutual
                             funds

Johnson Fry

Johnson  Fry, which was founded in 1969, is a London-based  retail  fund
management   business  providing  investment  management  services   and
products to around 83,000 customers.  Its products include unit  trusts,
investment  trusts, ISAs, PEPs, private client asset  management  and  a
managed portfolio service.

Total  funds  under management (excluding EZPUTs) have risen  from  #412
million  at  31  December 1995 to #1,067 million at  30  June  1999,  an
increase of #655 million or approximately 159 per cent.

                                     
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