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Final Results

5th Mar 2010 09:33

RNS Number : 1467I
Jardine Strategic Hldgs Ld
05 March 2010
 



 To: Business Editor

5th March 2010

For immediate release

 

 

 

The following announcement was issued today to a Regulatory Information Service approved by the Financial Services Authority in the United Kingdom.

 

Jardine Strategic Holdings Limited

2009 Preliminary Announcement of Results

 

Highlights

·; Underlying earnings per share* up 25%

·; Most markets improved in second half

·; Record results from Hongkong Land, Astra and Dairy Farm

·; Hongkong Land property portfolio value increases 6%

 

"While the global economic recovery remains fragile, the Group is financially strong and continues to trade well. Our exposure to the growth markets of East Asia gives grounds for optimism in the year ahead."

 

Sir Henry Keswick, Chairman

5th March 2010

 

Results

Year ended 31st December

 

Change

%

2009

US$m

2008

US$m

Revenue together with revenue of Jardine Matheson, associates and joint ventures+

35,957

36,156

-1

Underlying profit attributable to shareholders*

1,082

859

+26

Profit attributable to shareholders

1,844

692

+166

Shareholders' funds

11,743

9,705

+21

US$

US$

%

Underlying earnings per share*

 1.74

1.39

+25

Earnings per share

 2.97

1.12

+165

Dividends per share

0.20

0.19

+5

Net asset value per share #

32.64

18.15

+80

 + Includes 100% of revenue from Jardine Matheson, associates and joint ventures.

* The Group uses 'underlying business performance' in its internal financial reporting to distinguish between the underlying profits and non-trading items, as more fully described in note 1 to the financial statements. Management considers this to be a key measure and has provided this analysis as additional information in order to provide greater understanding of the Group's underlying business performance.

 # Net asset value per share is calculated on a market value basis, details of which are set out on page 35.

The final dividend of US¢14.00 per share will be payable on 12th May 2010, subject to approval at the Annual General Meeting to be held on 6th May 2010, to shareholders on the register of members at the close of business on 19th March 2010 and will be available in cash with a scrip alternative. The ex-dividend date will be on 17th March 2010, and the share registers will be closed from 22nd to 26th March 2010, inclusive.

 

 

Jardine Strategic Holdings Limited

 

Preliminary Announcement of Results

For The Year Ended 31st December 2009

 

Overview

The Company reported on outstanding results in 2009 despite the economic downturn, helped by improving market conditions for a number of its businesses in the second half of the year.

 

Performance

Jardine Strategic registered a record underlying profit in 2009 of US$1,082 million, an increase of 26%. Underlying earnings per share were 25% higher at US$1.74. The turnover of the Group in 2009, including 100% of Jardine Matheson, associates and joint ventures, was US$36.0 billion, compared with US$36.2 billion in 2008.

 

Within Jardine Matheson, Jardine Pacific benefited from good performances from its engineering and construction activities to register an increase in earnings; Jardine Motors responded effectively to a challenging UK market and saw continued sales and profit growth in mainland China; and Jardine Lloyd Thompson traded well, though the weakness of sterling affected its US dollar contribution.

 

Both Hongkong Land and Dairy Farm produced record earnings, but Mandarin Oriental's modest profit reflected poor markets, leading to falls in occupancy and rates. Jardine Cycle & Carriage's earnings reflected the outstanding results achieved by Astra in an expanding Indonesian economy.

 

Reversing a decline in the first half of the year, the Company's share of the increase in the valuation of investment properties in 2009 included US$439 million from Hongkong Land and US$10 million from Jardine Matheson. This compared with a US$257 million downward revaluation in 2008. These revaluations are taken through the profit and loss account in accordance with international accounting standards. Other non-trading items totaling US$312 million included gains on investment and property disposals by the Company, Jardine Matheson and Mandarin Oriental, and gains arising from the accounting treatment for the acquisition of additional shares in Hongkong Land and the recapitalization of Rothschild. As a consequence, profit attributable to shareholders for the year was US$1,844 million, compared with US$692 million in 2008.

 

The Group continues to benefit from strong operating cash flows, high liquidity and ample committed facilities, as well as ready access to capital markets. Consequently, Group companies have been able to continue their development programmes uninterrupted, notwithstanding the economic challenges and a general tightening of bank finance. The net debt of the Group at the end of 2009, excluding financial services companies and now consolidating Hongkong Land as a subsidiary, was US$2.3 billion representing gearing of 10%. This compares to gearing of 16% at the end of 2008, assuming the pro-forma consolidation of Hongkong Land at that date.

 

The Board is recommending a final dividend of US¢14.00 per share, which represents an overall increase of 5% for the full year.

 

Business Developments

After a multi-year programme of steady open market purchases Hongkong Land became a 50% held subsidiary of the Company for the first time. Hongkong Land enjoyed an excellent year in 2009. Occupancy levels remained high in its commercial developments in both Hong Kong and Singapore, while sales of residential developments in Hong Kong, Macau, mainland China and Singaporerecovered in the second halfas demand rose in response to government stimulus packages and low interest rates. Commercial property rents have, however, retreated from their highs.

 

Dairy Farm concentrated on maintaining margins as the effects of the economic downturn continued to be felt, and it did well to report record earnings. Good cash generation supported the strategy of building the group's retail businesses across Asia, and opportunities were taken to add new stores in all the existing formats. The group ended the year with over 5,000 outlets, including 94 hypermarkets.

 

The Indonesian economy remained resilient during 2009. While Astra's businesses experienced some areas of weakness, these were more than offset by improvements elsewhere, particularly in its contract mining operations. Jardine Cycle & Carriage's earnings benefited from a record result from Astra and an improved contribution from its other motor interests.

 

Within Jardine Matheson, Jardine Pacific's businesses were affected in varying ways by the downturn. Those involved in consumer facing operations or transport services saw their level of activity decline, while those in the engineering and construction sector enjoyed an increase in demand, reflecting a rise in spending on infrastructure projects. All Jardine Pacific's businesses continue to seek expansion opportunities, with Jardine Restaurants recently acquiring the KFC franchise for Taiwan. Both Jardine Motors and Jardine Lloyd Thompson benefited in 2009 from the expansion of their areas of activity through organic growth or acquisition, while at the same time using effective cost management and business streamlining to improve the profitability of their existing operations.

 

In response to difficult trading conditions in the hotel sector, Mandarin Oriental focused on maintaining its competitive position in each of its markets and reducing costs. This enabled it to maintain profitability. The group also benefited from a significant gain on the sale of its interest in its Macau hotel. Mandarin Oriental opened three new hotels in 2009, bringing to 25 its total hotels in operation, and two more are due in 2010.

 

During the year the Company acquired further shares in Jardine Cycle & Carriage and Mandarin Oriental. In July 2009, a subsidiary sold its 20% interest in Tata Industries producing a gain of US$108 million. The sale proceeds were re-invested in a 3% stake in publicly-listed Tata Power Company, India's largest private power utility company. The Company has also recently agreed to purchase a 12% shareholding in ACLEDA Bank, Cambodia's second largest bank.

 

Outlook

While the global economic recovery remains fragile, the Group is financially strong and continues to trade well. Our exposure to the growth markets of East Asia gives grounds for optimism for the year ahead.

 

Sir Henry Keswick

Chairman

5th March 2010

 

 

Operating Review

 

Jardine Matheson

Jardine Matheson achieved a record underlying profit of US$1,010 million in 2009, an increase of 23%. Underlying earnings per share rose 22% to US$2.84. Jardine Matheson's profit attributable to shareholders of US$1,604 million reflected the increased investment property values in Hongkong Land and Jardine Pacific and additional non-trading items. Shareholders' funds increased by 20% to US$9.9 billion.

 

·; Jardine Pacific

Jardine Pacific recorded an underlying profit of US$119 million in 2009, an increase of 2%, as trading conditions improved in the final quarter of the year. A gain of US$19 million arising on the revaluation of investment properties, together with gains from the disposal of investments, produced a profit attributable to shareholders of US$152million, up from US$113 million in 2008. Shareholders' funds were US$413million at the end of 2009, and the underlying return on average shareholders' funds was 31%.

 

Gammon's contribution to underlying profit was slightly up, while its order book rose 22% to US$2.3 billion. Jardine Schindler achieved a good increase in earnings from new installations and benefited from the reversal of a provision made in 2008. JEC produced a substantial increase in profit, which was further augmented by the release of provisions. Hong Kong Air Cargo Terminals' cargo throughput declined by 8% despite some recovery in recent months. Jardine Aviation Services and Jardine Shipping Services also experienced poor trading conditions. Tight cost management enabled both Jardine Restaurants and JOS to maintain their profits at similar levels to 2008 despite weaker consumer demand.

 

·; Jardine Motors

Jardine Motors' underlying profit in 2009 increased 17% to US$51 million as its three businesses enjoyed a much improved second half. Profit attributable to shareholders was US$63 million, with the benefit of a provision write-back in respect of a prior year disposal.

 

Zung Fu's lower contribution from Hong Kong and Macau was due to reduced deliveries of Mercedes-Benz passenger cars and tighter margins. The launch of new products, however, went some way to reviving sentiment. Its profitable growth continued in Southern China as new car deliveries increased by 72% to over 9,200 units and results from aftersales improved on higher volumes. The dealership network now extends to 16 outlets, with a further one under development and several more in the planning stage.

 

Jardine Motors' dealerships in the United Kingdom faced a difficult market, but benefited from better conditions in the second half. Despite lower turnover, the business recorded higher underlying earnings due to cost savings and an increase in used car margins.

 

·; Jardine Lloyd Thompson

Organic growth and further acquisitions enabled Jardine Lloyd Thompson to achieve a turnover in 2009 equivalent to US$961 million, a 14% increase in its reporting currency. Underlying trading profit grew by 28% as the company benefited from the higher turnover and continued cost reduction. Underlying profit after tax and minorities was equivalent to US$113 million, an increase of 11% in its reporting currency, notwithstanding sharply reduced investment income due to low interest rates.

 

Jardine Lloyd Thompson's Risk & Insurance group, which comprises its worldwide retail operations and specialist insurance and reinsurance broking based largely in London, produced growth of 16% in revenues and 22% in underlying trading profit, with the trading margin improving from 18% to 19%. The Employee Benefits business in the United Kingdom was affected by the recession and reduced discretionary spending, and while underlying revenues were maintained, the trading margin fell from 17% to 16%. Strategic acquisitions were, however, made during the year to complete the product range and position the business for renewed growth.

 

Hongkong Land

Hongkong Land's underlying profit rose 107% to US$777 million in 2009. The group experienced 19% growth in net rental income and the contribution from residential development projects was US$386 million, compared with breakeven in 2008. The year-end valuation of its commercial investment properties, including its share of investment properties in joint ventures and associates, was up 6% at US$15.5 billion. After taking account of revaluations, the profit attributable to shareholders was US$1,641 million, compared with a loss of US$109 million in 2008.

 

Occupancy in the group's Hong Kong commercial property portfolio remained high as demand for quality office space continued to be strong in the Central district despite the recession. Market rentals did, however, fall sharply in the first half before stabilizing as the year progressed. In Singapore, market rents also declined with sentiment only improving in the final quarter. The group's two commercial investment property interests remained fully let, and its joint venture development project, Marina Bay Financial Centre, is progressing well with over 68% of the commercial office space pre-committed prior to its phased completion in 2010 and 2012.

 

Residential completions in Macau and Singapore during the year released good contributions to profit. In Singapore, the second residential tower at Marina Bay Financial Centre was well received when the first units were launched for sale. In Macau, following the cancellation of an en-bloc sale of one tower in 2009, the apartments were re-launched in December 2009 and have been substantially sold. The group also remains active in the residential sector in mainland China where it has a number of projects in various stages of development.

 

Dairy Farm

Dairy Farm produced a record result in 2009. Sales, including 100% of associates, increased by 4% to US$8.1 billion, while underlying profit rose by 14% to US$364 million. The adverse effects that foreign currency movements had on its results in the first half were largely reversed by the year end.

 

In Hong Kong, the group's health and beauty business had a good year and supermarkets were steady, but convenience stores struggled. Its IKEA outlets also performed well in Hong Kong, given the relocation of a key store, and continued to improve in Taiwan. Supermarkets in Taiwan achieved better results. Sales and profit were lower for 7-Eleven in Southern China, while Mannings health and beauty chain continued to expand with 120 outlets operating across the Mainland by the year end. After a slow start, restaurant associate Maxim's produced better than expected earnings growth for the year as consumer sentiment improved.

 

The results from Singapore were particularly encouraging as both hypermarkets and supermarkets made good progress and government programmes to support the economy proved effective. The strength of the Malaysian business was again demonstrated by growth in all formats, the opening of 28 new stores and the completion of a dry goods distribution centre. In Indonesia, profits continued to improve and 51 new stores were added across the four retail banners. The supermarket and health and beauty joint ventures in India showed improvement despite market conditions remaining challenging, while in Vietnam avenues to expand are being explored.

 

Mandarin Oriental

Mandarin Oriental suffered from poor economic conditions which led to significant reductions in both occupancy levels and room rates. Profits fell at all the group's hotels. Its properties in Asia and The Americas were the most severely affected, including its two wholly-owned hotels in Hong Kong. The underlying profit for 2009 was US$12 million, compared with US$67 million in 2008. Including non-trading items, principally the US$81 million gain on the sale of the 50% interest in its Macau hotel partially offset by provisions against asset impairments, profit attributable to shareholders was US$83 million. This compares with US$67 million in 2008 when there were no non-trading items.

 

Three new hotels were opened in 2009, in Sanya, Barcelona and Las Vegas, bringing the total number of hotels in operation to 25. The group's Jakarta hotel reopened in October following extensive renovations. It is anticipated that a further two properties will open in 2010, in Macau and Marrakech, which will be operated under long-term management contracts. A number of development projects are, however, facing delays. A new hotel project in Abu Dhabi has been announced, bringing the total number of hotels under development to 16.

 

Jardine Cycle & Carriage

Jardine Cycle & Carriage produced a good result for 2009 with its underlying profit up 8% at US$515 million. Profit attributable to shareholders increased by 12% to US$503 million after accounting for a net non-trading loss of US$12 million, mainly due to fair value losses on Astra's oil palm plantations partly offset by a gain on a disposal by Tunas Ridean.

 

Astra enjoyed an excellent year as the Indonesian economy was largely insulated from the global recession. Its contribution to Jardine Cycle & Carriage's underlying profit increased by 5% to US$485 million.

 

Jardine Cycle & Carriage's contribution from its other motor interests increased by 32% to US$58 million. Its operations in Singapore did well in a challenging year, while in Malaysia, Cycle & Carriage Bintang reported an improvement in earnings. Tunas Ridean's sales in Indonesia declined, although it produced a non-recurring gain on the sale of a 51% interest in its finance business to Bank Mandiri. In Vietnam, Truong Hai Auto Corporation delivered a strong set of results, benefiting from a recovery in the economy, and Jardine Cycle & Carriage increased its interest to 29% for a further investment of US$44 million.

 

Astra

Following a slow first half, Astra achieved a record net profit for the year under Indonesian accounting standards of Rp10 trillion, up some 9%, equivalent to US$969 million. Earnings from its motor car, auto component, financial services and contract mining activities improved, more than compensating for weaker results from agribusiness and motorcycles.

 

The Indonesian wholesale motor car market contracted by 20% in 2009. Astra's motor car sales decreased by only 12% to 281,000 units, raising its market share from 52% to 58%. Astra Honda Motor's sales declined by 6% in line with the wholesale motorcycle market to 2.7 million units, maintaining its market share at 46%. Automotive component manufacturer Astra Otoparts reported a 36% increase in net profit, with improvements across most of its activities.

 

Astra's consumer finance operations produced higher profits following growth in their loan book. The company's 45% owned associate, Bank Permata, also reported a 6% improvement in net profit.

 

In agribusiness, 80% owned Astra Agro Lestari reported a 37% decline in net profit. While palm oil production rose 10% to 1.1 million tonnes, crude prices achieved were some 13% lower than in the previous year.

 

United Tractors, which is 60% owned, recorded an excellent result with a 43% rise in net profit. Sales of Komatsu heavy equipment were down 28% at 3,100 units, although the impact was offset by higher revenues from parts and services. Mining subsidiary Pamapersada Nusantara produced a significant improvement in earnings as it benefited from continued expansion of coal production in Indonesia. Coal extracted increased by 15% to 68 million tonnes and overburden removed rose by 35% to 598 million cubic metres.

In information technology, 77% owned Astra Graphia reported a 7% improvement in net profit, while Astra's infrastructure investments also performed satisfactorily.

 

Further Interests

 

Rothschilds Continuation

Rothschilds Continuation, in which Jardine Strategic holds a 21% interest, is the holding company of an independent financial services group which has some 50 offices in more than 37 countries worldwide. In another difficult year globally for the banking sector, Rothschild maintained its position as a leading M&A adviser and experienced good demand for its debt and equity advisory services. Rothschild's private wealth management activities benefited from solid investment performance to register growth in assets under management.

 

Other

Tata Power is India's largest private-sector power utility, in which Jardine Strategic has acquired a 3% interest. Indian electricity demand is forecast to grow strongly over the next five years and Tata Power is well positioned to benefit from that growth as its operations span the electricity value chain. It has a pipeline of committed and potential generation projects, the largest of which, the 4,000MW Mundra and 1,050MW Maithon plants, are progressing well.

 

Asia Commercial Bank in Vietnam continued to experience a difficult trading environment in 2009. Government action to counter the global downturn saw a rapid relaxation in both monetary and fiscal policy. Despite falling interest margins and strong competition, the bank grew its deposit and credit market share and reported pre-tax profit growth of 10% for the year.

 

Anthony Nightingale

Managing Director

5th March 2010

 

 

 

 

Jardine Strategic Holdings Limited

Consolidated Profit and Loss Account

for the year ended 31st December 2009

2009

2008

Underlying

Non-

Underlying

Non-

business

trading

business

trading

performance

items

Total

performance

items

Total

US$m

US$m

US$m

US$m

US$m

US$m

Revenue (note 2)

18,905 

18,905 

18,455 

18,455 

Net operating costs (note 3)

(16,669)

61 

(16,608)

(16,775)

(123)

(16,898)

Change in fair value of

Investment properties

1,888 

1,888 

Operating profit

2,236 

1,949 

4,185 

1,680 

(121)

1,559 

Net financing charges

- financing charges

(157)

(157)

(123)

(123)

- financing income

93 

93 

87 

87 

(64)

(64)

(36)

(36)

Share of results of Jardine

Matheson (note 4)

124 

24 

148 

119 

(3)

116 

Share of results of associates

and joint ventures (note 5)

- before change in fair value

of investment properties

583 

53 

636 

497 

504 

- change in fair value of

investment properties

(356)

(356)

(253)

(253)

583 

(303)

280 

497 

(246)

251 

Net discount on acquisition of

Hongkong Land (note 6)

96 

96 

97 

97 

Sale of associates and

joint ventures (note 7)

79 

79 

15 

15 

Profit before tax

2,879 

1,845 

4,724 

2,260 

(258)

2,002 

Tax (note 8)

(557)

(320)

(877)

(481)

31 

(450)

Profit after tax

2,322 

1,525 

3,847 

1,779 

(227)

1,552 

Attributable to:

Shareholders of the

Company (note 9 & 11)

1,082 

762 

1,844 

859 

(167)

692 

Minority interests

1,240 

763 

2,003 

920 

(60)

860 

2,322 

1,525 

3,847 

1,779 

(227)

1,552 

US$

US$

US$

US$

Earnings per share (note 10)

- basic

1.74 

2.97 

1.39 

1.12 

- diluted

1.73 

2.93 

1.39 

1.12 

Jardine Strategic Holdings Limited

Consolidated Statement of Comprehensive Income

for the year ended 31st December 2009

2009

2008

US$m

US$m

Profit for the year

3,847 

1,552 

Revaluation of intangible assets

13 

Revaluation of tangible assets

(12)

15 

Revaluation of other investments

- gains/(losses) arising during the year

160 

(248)

- transfer to profit and loss

(131)

29 

(241)

Actuarial gains/(losses) on employee benefit plans

23 

(117)

Net exchange translation differences

- gains/(losses) arising during the year

648 

(594)

- transfer to profit and loss

(59)

(1)

589 

(595)

Cash flow hedges

- losses arising during the year

(15)

(14)

- transfer to profit and loss

(5)

(20)

(14)

Share of other comprehensive income of

Jardine Matheson

30 

(123)

Share of other comprehensive income of associates

and joint ventures

217 

(226)

Tax relating to components of other comprehensive

income (note 8)

87 

Other comprehensive income for the year

862 

(1,201)

Total comprehensive income for the year

4,709 

351 

Attributable to:

Shareholders of the Company

2,085 

(45)

Minority interests

2,624 

396 

4,709 

351 

 

 

Jardine Strategic Holdings Limited

Consolidated Balance Sheet

at 31st December 2009

2009

2008

US$m

US$m

Assets

Intangible assets

2,067 

1,865 

Tangible assets

3,735 

3,097 

Investment properties

14,841 

17 

Plantations

425 

353 

Investment in Jardine Matheson

962 

793 

Associates and joint ventures

4,499 

7,440 

Other investments

817 

562 

Non-current debtors

1,370 

1,032 

Deferred tax assets

108 

92 

Pension assets

51 

15 

Non-current assets

28,875 

15,266 

Properties for sale

787 

- 

Stocks and work in progress

1,611 

1,574 

Current debtors

2,732 

1,872 

Current investments

4 

Current tax assets

80 

76 

Bank balances and other liquid funds

- non-financial services companies

3,521 

1,709 

- financial services companies

156 

183 

3,677 

1,892 

8,890 

5,418 

Non-current assets classified as held for sale (note 12)

105 

65 

Current assets

8,995 

5,483 

Total assets

37,870 

20,749 

Equity

Share capital

56 

55 

Share premium and capital reserves

1,345 

1,338 

Revenue and other reserves

11,756 

9,620 

Own shares held

(1,414)

(1,308)

Shareholders' funds

11,743 

9,705 

Minority interests

11,281 

3,632 

Total equity

23,024 

13,337 

Liabilities

Long-term borrowings

- non-financial services companies

5,023 

1,754 

- financial services companies

718 

563 

5,741 

2,317 

Deferred tax liabilities

2,602 

389 

Pension liabilities

133 

94 

Non-current creditors

154 

133 

Non-current provisions

60 

48 

Non-current liabilities

8,690 

2,981 

Current creditors

4,064 

2,903 

Current borrowings

- non-financial services companies

825 

483 

- financial services companies

918 

798 

1,743 

1,281 

Current tax liabilities

312 

220 

Current provisions

37 

27 

Current liabilities

6,156 

4,431 

Total liabilities

14,846 

7,412 

Total equity and liabilities

37,870 

20,749 

 

Jardine Strategic Holdings Limited

Consolidated Statement of Changes in Equity

for the year ended 31st December 2009

Attributable to shareholders of the Company

Asset

Own

Attributable

Share

Share

Capital

Revenue

Contributed

revaluation

Hedging

Exchange

shares

to minority

Total

capital

premium

reserves

reserves

surplus

reserves

reserves

reserves

held

Total

interests

equity

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

2009

At 1st January

55 

1,209 

129 

9,227 

304 

402 

(38)

(275)

(1,308)

9,705 

3,632 

13,337 

Total comprehensive income

1,816 

15 

247 

2,085 

2,624 

4,709 

Dividends paid by the Company (note 13)

(118)

(118)

(118)

Dividends paid to minority shareholders

(443)

(443)

Employee share option schemes

10 

Scrip issued in lieu of dividends

(1)

176 

176 

176 

Increase in own shares held

(106)

(106)

(106)

New subsidiary undertakings

5,508 

5,508 

Subsidiary undertakings disposed of

(3)

(3)

Equity component of convertible bonds in a

subsidiary undertaking

Capital contribution from minority shareholders

15 

15 

Change in interests in subsidiary undertakings

(11)

(11)

(54)

(65)

Transfer

39 

(39)

At 31st December

56 

1,208 

137 

11,133 

304 

378 

(31)

(28)

(1,414)

11,743 

11,281 

23,024 

2008

At 1st January

54 

1,210 

121 

8,909 

304 

384 

(8)

22 

(1,209)

9,787 

3,531 

13,318 

Total comprehensive income

263 

19 

(30)

(297)

(45)

396 

351 

Dividends paid by the Company (note 13)

(112)

(112)

(112)

Dividends paid to minority shareholders

(363)

(363)

Employee share option schemes

8 

8 

2 

10 

Scrip issued in lieu of dividends

(1)

166 

166 

166 

Increase in own shares held

(99)

(99)

(99)

New subsidiary undertakings

28 

28 

Subsidiary undertakings disposed of

(24)

(24)

Capital contribution from minority shareholders

156 

156 

Change in interests in subsidiary undertakings

(94)

(94)

Transfer

1 

(1)

At 31st December

55 

1,209 

129 

9,227 

304 

402 

(38)

(275)

(1,308)

9,705 

3,632 

13,337 

Total comprehensive income included in revenue reserves comprises profit attributable to shareholders of the Company of US$1,844 million (2008: US$692 million), net fair value loss on other investments of US$17 million (2008: US$277 million) and net actuarial loss on employee benefit plans of US$11 million (2008: US$152 million).

Contributed surplus represents the excess in value of shares acquired in consideration for the issue of the Company's shares, over the nominal value of those shares issued. Under the Bye-Laws of the Company, the contributed surplus is distributable

Jardine Strategic Holdings Limited

Consolidated Cash Flow Statement

for the year ended 31st December 2009

2009

2008

US$m

US$m

Operating activities

Operating profit

4,185 

1,559 

Depreciation and amortization

569 

490 

Other non-cash items

(1,843)

329 

Increase in working capital

(145)

(344)

Interest received

101 

89 

Interest and other financing charges paid

(147)

(129)

Tax paid

(548)

(407)

2,172 

1,587 

Dividends from Jardine Matheson

152 

Dividends from associates and joint ventures

301 

386 

Cash flows from operating activities

2,473 

2,125 

Investing activities

Purchase of Hongkong Land (note 14(a))

1,082 

(97)

Purchase of other subsidiary undertakings (note 14(a))

(42)

(191)

Purchase of associates and joint ventures (note 14(b))

(53)

(108)

Purchase of other investments (note 14(c))

(311)

(204)

Purchase of intangible assets

(102)

(92)

Purchase of tangible assets

(721)

(784)

Purchase of investment properties

(14)

- 

Purchase of plantations

(77)

(71)

Advance to associates, joint ventures and others (note 14(d))

(288)

(1)

Repayment from associates and joint ventures (note 14(e))

31 

23 

Sale of subsidiary undertakings (note 14(f))

(2)

(33)

Sale of associates and joint ventures (note 14(g))

90 

25 

Sale of other investments (note 14(h))

213 

82 

Sale of intangible assets

9 

Sale of tangible assets

64 

58 

Sale of investment properties

9 

Sale of plantations

14 

Cash flows from investing activities

(127)

(1,361)

Financing activities

Capital contribution from minority shareholders

15 

156 

Change in interests in subsidiary undertakings (note 14(i))

(65)

(222)

Sale of convertible bonds in a subsidiary undertaking

33 

- 

Drawdown of borrowings

3,323 

3,555 

Repayment of borrowings

(3,503)

(3,421)

Dividends paid by the Company

(34)

(32)

Dividends paid to minority shareholders

(443)

(363)

Cash flows from financing activities

(674)

(327)

Effect of exchange rate changes

110 

(109)

Net increase in cash and cash equivalents

1,782 

328 

Cash and cash equivalents at 1st January

1,882 

1,554 

Cash and cash equivalents at 31st December

3,664 

1,882 

 

 

Jardine Strategic Holdings Limited

Notes

1.

Accounting Policies and Basis of Preparation

The financial information contained in this announcement has been based on the audited results for the year ended 31st December 2009 which have been prepared in conformity with International Financial Reporting Standards, including International Accounting Standards and Interpretations adopted by the International Accounting Standards Board.

In 2009, the Group adopted the following standards, and amendments and interpretations to existing standards which are effective in the current accounting year and relevant to its operations:

IFRS 8

Operating segments

IAS 1 (revised 2007)

Presentation of Financial Statements

IAS 23 (revised 2007)

Borrowing Costs

Amendments to IFRS 1

Cost of an investment in a Subsidiary, Jointly Controlled

and IAS 27

Entity or Associate

Amendment to IFRS 2

Vesting Conditions and Cancellations

Amendments to IFRS 7

Improving Disclosures about Financial Instruments

Improvements to IFRSs (2008)

IFRIC 13

Customer Loyalty Programmes

IFRIC 15

Agreements for the Construction of Real Estate

IFRIC 16

Hedges of a Net Investment in a Foreign Operation

IFRS 8 'Operating Segments' supersedes IAS 14 'Segment Reporting' and requires the reporting of financial and descriptive information about an entity's reportable segments on the basis of internal reports that are regularly reviewed by its management. There is no change in the Group's reportable segments from 2008 as they remain consistent with the internal reporting provided to management. No operating segments have been aggregated to form the reportable segments. The Group has also early adopted an amendment to IFRS 8 (effective from 1st January 2010) included in the 2009 improvement project. The amendment clarifies that a measure of total assets should be disclosed in the financial statements only if that amount is regularly provided to management.

IAS 1 (revised 2007) 'Presentation of Financial Statements' replaces IAS 1 (as revised in 2003 and amended in 2005) and sets overall requirements for the presentation of financial statements, guidelines for their structure and minimum requirement for their content. Two new primary statements, the 'Consolidated Statement of Comprehensive Income' and the 'Consolidated Statement of Changes in Equity' have been presented in these financial statements. The former replaces the 'Consolidated Statement of Recognized Income and Expense' presented in the 2008 financial statements. This change in presentation has no effect on reported profit or loss, total income and expense or net assets.

 

Amendments to IFRS 1 and IAS 27 'Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate' remove the definition of the cost method from IAS 27 and allow an entity to recognize a dividend from subsidiary, jointly controlled entity or associate in profit and loss in its separate financial statements when its right to receive the dividend is established. There is no impact on the consolidated financial statements as the changes only affect the separate financial statements of the investing entity.

Amendments to IFRS 7 'Improving Disclosures about Financial Instruments' require the disclosure of any change in valuation technique and the reason for that change, introduce a three-level hierarchy for fair value measurement disclosures, and require the disclosure of liquidity risk between non-derivative financial liabilities and derivative financial liabilities.

IAS 16 (Amendment) 'Property, Plant and Equipment' and the consequential amendment to IAS 7 'Statement of Cash Flows' is part of the 2008 improvement project. It specifies that entities whose ordinary activities include renting and subsequently selling the same items of property, plant and equipment should transfer such assets to stocks at their carrying amounts when they cease to be rented and become held for sale. The cash flows arising from the purchase, rental and subsequent sale of those assets should be classified as cash flows from operating activities. There is no significant impact on the results of the Group on adoption of these amendments. The comparative figures in the Consolidated Cash Flow Statement have been reclassified to conform with the current year presentation.

IAS 36 (Amendment) 'Impairment of Assets' is part of the 2008 improvement project. It provides that where fair value less costs to sell is calculated on the basis of discounted cash flows, disclosures equivalent to those for value-in-use calculation should be made.

IAS 40 (Amendment) 'Investment Property' is part of the 2008 improvement project. It requires that property that is being constructed or developed for future use as investment property should be classified as investment property. It also requires that such property to be carried at fair value at the earlier of when the fair value first becomes reliably measurable and the date of completion of the property with any gain or loss recognized in profit and loss. This is a change in accounting policy as previously such property was carried at cost until the construction was completed.

IAS 41 (Amendment) 'Agriculture' is part of the 2008 improvement project. It requires the use of a market-based discount rate where fair value calculations are based on discounted cash flows and the removal of the prohibition against taking into account biological transformation when calculating fair value. There is no significant impact on the results of the Group on adoption of this amendment.

 

IFRIC 13 'Customer Loyalty Programmes' addresses the accounting by entities that grant loyalty award credits to customers who buy goods or services. It requires the allocation of consideration receivable from the customer between the separately identifiable components of the sale transaction using fair values. There is no significant impact on the results of the Group on adoption of this interpretation.

The adoption of IAS 23 (revised 2007) 'Borrowing Costs', Amendment to IFRS 2 'Vesting Conditions and Cancellations', amendments to other IFRSs included in the 2008 improvement project, IFRIC 15 'Agreements for the Construction of Real Estate' and IFRIC 16 'Hedges of a Net Investment in a Foreign Operation' does not have a material impact on the Group's accounting policies.

The Group also early adopted the following standard and amendment to an existing standard which are relevant to its operations:

IFRS 3 (revised 2008)

Business Combinations

IAS 27 (amended 2008)

Consolidated and Separate Financial Statements

IFRS 3 (revised 2008) 'Business Combinations' and the related amendment to IAS 27 'Consolidated and Separate Financial Statements' (both effective prospectively from 1st July 2009) provide guidance for applying the acquisition method for business combinations. The major changes from the existing standards include: the immediate expensing of all acquisition-related costs, the inclusion in the cost of acquisition of the fair value at acquisition date of any contingent purchase consideration, the remeasurement of previously held equity interest in the acquiree at fair value in a business combination achieved in stages, and accounting for changes in a parent's ownership interest in a subsidiary undertaking that do not result in the loss of control as equity transactions. The early adoption of IFRS 3 (revised 2008) and the related amendment to IAS 27 has resulted in changes in the accounting policies for goodwill and change in attributable interests in subsidiary undertakings. Until 31st December 2008, acquisition-related costs were included in the cost of a business combination; contingent purchase consideration was recognized in goodwill as incurred; the cost of each exchange transaction in a business combination achieved in stages was compared with the fair values of the acquiree's identifiable net assets to determine the amount of goodwill associated with that transaction; the difference between the cost of acquisition and the carrying amount of the proportion of minority interest acquired in respect of an increase in attributable interest in a subsidiary undertaking was recognized as goodwill or credited to profit and loss as discount on acquisition, where appropriate; and the difference between the proceeds and the carrying amount of the proportion sold in respect of a decrease in attributable interest in a subsidiary undertaking was recognized as profit or loss on disposal. The Group continues to measure minority interest in an acquiree in a business combination at the minority interest's proportionate share of the acquiree's identifiable net assets.

Apart from the above, there have been no changes to the accounting policies described in the 2008 annual financial statements.

The Group's reportable segments are set out in note 9.

Certain comparative figures have been reclassified to conform with the current year presentation.

 

2.

Revenue

2009

2008

US$m

US$m

By business:

Hongkong Land

801 

- 

Dairy Farm

7,029 

6,733 

Mandarin Oriental

438 

530 

Jardine Cycle & Carriage

1,103 

1,218 

Astra

9,537 

9,974 

Intersegment transactions

(3)

- 

18,905 

18,455 

3.

Net Operating Costs

2009

2008

US$m

US$m

Cost of sales

(13,795)

(13,867)

Other operating income

392 

253 

Selling and distribution costs

(2,122)

(2,109)

Administration expenses

(973)

(943)

Other operating expenses

(110)

(232)

(16,608)

(16,898)

Net operating costs included the following gains/(losses)

from non-trading items:

Decrease in fair value of plantations

(64)

(162)

Asset impairment

(13)

- 

Sale and closure of businesses

(3)

(1)

Sale of plantations and related assets

34 

Sale of investments

132 

1 

Sale of property interests

2 

Restructuring of businesses

2 

Realization of exchange gains*

-

1 

Repurchase of convertible bonds in Hongkong Land

- 

61 

(123)

*

Arising on repatriation of capital from foreign subsidiary undertakings.

 

4.

Share of Results of Jardine Matheson

2009

2008

US$m

US$m

By business:

Jardine Pacific

81 

60 

Jardine Motors

34 

21 

Jardine Lloyd Thompson

19 

20 

Corporate and other interests

14 

15 

148 

116 

Share of results of Jardine Matheson included the following

gains/(losses) from non-trading items:

Increase/(decrease) in fair value of investment properties

10 

(5)

Revaluation of property interests

(2)

Sale and closure of businesses

2 

Sale of investments

- 

Sale of property interests

2 

Restructuring of businesses

(1)

(1)

Restructuring of pension schemes

- 

Value added tax recovery in Jardine Motors

1 

24 

(3)

Results are shown after tax and minority interests in Jardine Matheson.

 

5.

Share of Results of Associates and Joint Ventures

2009

2008

US$m

US$m

By business:

Hongkong Land

(70)

(72)

Dairy Farm

35 

30 

Mandarin Oriental

11 

Jardine Cycle & Carriage

22 

6 

Astra

253 

264 

Corporate and other interests

40 

12 

280 

251 

Share of results of associates and joint ventures included

the following gains/(losses) from non-trading items:

Decrease in fair value of investment properties

(356)

(253)

Asset impairment

(3)

(5)

Sale and closure of businesses

3 

Sale of investments

3 

Deferred tax on franchise rights*

-

6 

Derecognition of perpetual liabilities in Rothschilds

Continuation**

49 

- 

Discount on acquisition of businesses

- 

(303)

(246)

Results are shown after tax and minority interests in the associates and joint ventures.

*

Arising on change in tax rate on deferred tax relating to the valuation of franchise rights on acquisition of Astra.

**

Fair value gain arising on reclassification of perpetual notes to equity following removal of the contractual obligation to repay principal or to pay interest on those notes.

 

6.

Net Discount on Acquisition of Hongkong Land

During the year, the Company acquired an additional 0.9% interest in Hongkong Land increasing its holding to 50.01% by the end of June. For the purpose of these financial statements, 30th June 2009 was taken as the effective date of acquisition.

In accordance with IFRS 3 (revised 2008), the Group remeasured its previously held interest in Hongkong Land at the acquisition date fair value calculated by reference to the quoted share price on that date and recognized the resulting loss, including reclassification adjustments of amounts previously recognized in other comprehensive income, in profit and loss. The Group simultaneously recognized in profit and loss a discount on acquisition, being the excess of the fair value of identifiable net assets over the aggregrate of the fair value of previously held interest and the fair value of consideration transferred (refer note 14(a)).

2009

2008

US$m

US$m

Discount on shares acquired prior to the date of acquisition

54 

97 

Fair value loss on remeasurement of previously held interest

at the date of acquisition

(1,658)

- 

Reclassification adjustments of other comprehensive income

59 

- 

Discount on acquisition

1,641 

- 

96 

97 

 

7.

Sale of Associates and Joint Ventures

 

 

An analysis of sale of associates and joint ventures is set out below:

 

 

2009

2008

 

US$m

US$m

 

 

 

50% interest in Mandarin Oriental, Macau

79 

- 

 

50% interest in Olive Young

12 

 

Other

3 

 

 

 

79 

15 

 

 

 

 

8.

Tax

 

2009

2008

 

US$m

US$m

 

 

 

Tax charged to profit and loss is analyzed as follows:

 

 

Current tax

(562)

(525)

 

Deferred tax

(315)

75 

 

 

 

(877)

(450)

 

 

 

Greater China

(396)

(41)

 

Southeast Asia

(463)

(404)

 

United Kingdom

(3)

(9)

 

Rest of the world

(15)

4 

 

 

 

(877)

(450)

 

 

 

Tax relating to components of other comprehensive income

 

is analyzed as follows:

 

Revaluation of intangible assets

17 

 

Revaluation of tangible assets

43 

 

Revaluation of other investments

(1)

1 

 

Actuarial valuation of employee benefit plans

(3)

23 

 

Cash flow hedges

3 

 

87 

Tax on profits has been calculated at rates of taxation prevailing in the territories in which the Group operates.

Share of tax charges of Jardine Matheson of US$17 million and US$2 million (2008: charge of US$12 million and credit of US$21 million) are included in share of results of Jardine Matheson and share of other comprehensive income of Jardine Matheson respectively. Share of tax charge of associates and joint ventures of US$100 million and credit of US$4 million (2008: charge of US$55 million and credit of US$26 million) are included in share of results of associates and joint ventures and share of other comprehensive income of associates and joint ventures respectively.

 

9.

Profit attributable to Shareholders

2009

2008

US$m

US$m

Reportable segments:

Jardine Matheson

124 

119 

Hongkong Land

387 

179 

Dairy Farm

283 

250 

Mandarin Oriental

52 

Jardine Cycle & Carriage

39 

29 

Astra

323 

293 

1,163 

922 

Corporate and other interests

(81)

(63)

Underlying profit attributable to shareholders*

1,082 

859 

Increase/(decrease) in fair value of investment

properties

450 

(257)

Other non-trading items

312 

90 

Profit attributable to shareholders

1,844 

692

*

Underlying profit attributable to shareholders is the measure of profit adopted by the Group in accordance with IFRS 8 'Operating Segments'.

 

10.

Earnings per Share

Basic earnings per share are calculated on profit attributable to shareholders of US $1,844 million  (2008: US$692 million) and on the weighted average number of 621 million (2008: 618 million) shares in issue during the year.

Diluted earnings per share are calculated on profit attributable to shareholders of US$1,817 million (2008: US$691 million), which is after adjusting for the effects of the conversion of dilutive potential ordinary shares of Jardine Matheson, subsidiary undertakings, associates or joint ventures.

The weighted average number of shares is arrived at as follows:

Ordinary shares

in millions

2009

2008

Weighted average number of shares in issue

1,100 

1,087 

Company's share of shares held by Jardine Matheson

(479)

(469)

Weighted average number of shares for earnings

per share calculation

621 

618 

Additional basic and diluted earnings per share are also calculated based on underlying profit attributable to shareholders. A reconciliation of earnings is set out below:

2009

2008

Basic

Diluted

Basic

Diluted

earnings

earnings

earnings

earnings

per share

per share

per share

per share

US$m

US$

US$

US$m

US$

US$

Profit attributable to shareholders

1,844 

2.97

2.93

692

1.12

1.12

Non-trading items (note 11)

(762)

167

Underlying profit attributable to

shareholders

1,082 

1.74

1.73

859

1.39

1.39

 

 

11.

Non-trading Items

Non-trading items are separately identified to provide greater understanding of the Group's underlying business performance. Items classified as non-trading items include fair value gains or losses on revaluation of investment properties and plantations; gains and losses arising from the sale of businesses, investments and properties; impairment of non-depreciable intangible assets and other investments; provisions for the closure of businesses; acquisition-related costs in business combinations; and other credits and charges of a non-recurring nature that require inclusion in order to provide additional insight into underlying business performance.

An analysis of non-trading items after interest, tax and minority interests is set out below:

2009

2008

US$m

US$m

Increase/(decrease) in fair value of investment properties

- Hongkong Land

439 

(253)

- Jardine Matheson

10 

(5)

- other

1 

450 

(257)

Decrease in fair value of plantations

(13)

(32)

Asset impairment

(11)

(3)

Revaluation of property interests

(2)

Sale and closure of businesses

- 50% interest in Mandarin Oriental, Macau

58 

- 

- 50% interest in Olive Young

9 

- other

4 

65 

13 

Sale of plantations and related assets

6 

Sale of investments

114 

4 

Sale of property interests

2 

Change in attributable interests in subsidiary undertakings

and associates

(1)

Value added tax recovery in Jardine Motors

1 

Repurchase of convertible bonds in Hongkong Land

- 

Net discount on acquisition of Hongkong Land

96 

97 

Restructuring of businesses

1 

Restructuring of pension schemes

- 

Realization of exchange gains*

1 

Deferred tax on franchise rights+

3 

Derecognition of perpetual liabilities in Rothschilds

Continuation#

49 

- 

Discount on acquisition of businesses

762 

(167)

*

Arising on repatriation of capital from foreign subsidiary undertakings.

+

Arising on change in tax rate on deferred tax relating to the valuation of franchise rights on acquisition of Astra.

#

Fair value gain arising on reclassification of perpetual notes to equity following removal of the contractual obligation to repay principal or to pay interest on those notes.

 

12.

Non-current Assets Classified as Held for Sale

The major classes of assets classified as held for sale are set out below:

2009

2008

US$m

US$m

Intangible assets

48 

15 

Tangible assets

57 

50 

Total assets

105 

65 

At 31st December 2008, the non-current assets classified as held for sale included Dairy Farm's interest in two retail properties in Malaysia with a total carrying value of US$65 million of which one was sold during the year. Dairy Farm also classified another retail property and a distribution centre in Malaysia as held for sale during the year. The distribution centre, which remained unsold at 31st December 2009, has a carrying value of US$68 million.

13.

Dividends

2009

2008

US$m

US$m

Final dividend in respect of 2008 of US¢13.10

(2007: US¢12.40) per share

143 

134 

Interim dividend in respect of 2009 of US¢6.00

(2008: US¢5.90) per share

66 

64 

209 

198 

Company's share of dividends paid on the shares

held by Jardine Matheson

(91)

(86)

118 

112 

A final dividend in respect of 2009 of US¢14.00 (2008: US¢13.10) per share amounting to a total of US$155 million (2008: US$143 million) is proposed by the Board. The dividend proposed will not be accounted for until it has been approved at the Annual General Meeting. The net amount after deducting the Company's share of the dividends payable on the shares held by Jardine Matheson of US$68 million (2008: US$62 million) will be accounted for as an appropriation of revenue reserves in the year ending 31st December 2010.

 

14.

Notes to Consolidated Cash Flow Statement

(a)

Purchase of subsidiary undertakings

2009

Hongkong Land

US$m

Tangible assets

Investment properties

12,911 

Joint ventures

1,974 

Deferred tax assets

Pension assets

Non-current debtors

69 

Current assets

2,259 

Long-term borrowings

(3,509)

Deferred tax liabilities

(1,864)

Non-current creditors

(23)

Current liabilities

(915)

Minority interests

(102)

Fair value of net assets

10,816 

Adjustment for minority interests

(5,408)

Net assets acquired

5,408 

Discount on acquisition

(1,641)

Fair values of previously held interest and consideration transferred

3,767 

Fair value loss on remeasurement of previously held interest

1,658 

Carrying amount of previously held interest at the date of acquisition

5,425 

Attributable to interest held at beginning of year

(5,323)

Attributable to shares acquired prior to the date of acquisition

102 

Discount on shares acquired prior to the date of acquisition

(54)

Consideration paid

48 

Cash and cash equivalents of Hongkong Land at the date of

acquisition

(1,130)

Cash inflow

(1,082)

The fair value of the identifiable assets and liabilities approximates their book value at the date of acquisition.

2009

2008

Other subsidiary undertakings

US$m

US$m

Intangible assets

124 

Tangible assets

226 

Non-current debtors

1 

Current assets

87 

23 

Long-term borrowings

(28)

Deferred tax liabilities

(75)

Non-current creditors

(10)

- 

Current liabilities

(4)

(19)

Minority interests

- 

Fair value of net assets

76 

252 

Adjustment for minority interests

(28)

Net assets acquired

76 

224 

Goodwill

11 

Total consideration

76 

235 

Adjustment for deferred consideration

(1)

- 

Carrying value of associates and joint ventures

(29)

(26)

Fair value relating to previously held interests

(10)

Cash and cash equivalents of subsidiary undertakings

acquired

(4)

(8)

Net cash outflow

42 

191 

Net cash outflow for the purchase of other subsidiary undertakings in 2009 of US$42 million mainly comprised Hongkong Land's increased interest in Maple Place from 35% to 90%.

Net cash outflow for the purchase of other subsidiary undertakings in 2008 of US$191 million included US$156 million for PT United Tractors' acquisition of a company which holds coal mining rights in Central Kalimantan and US$24 million for increasing Astra's interest in PT Marga Mandalasakti from 34% to 63%.

 

(b)

Purchase of associates and joint ventures in 2009 included US$44 million for Jardine Cycle & Carriage's acquisition of an additional 9% interest in Truong Hai Auto Corporation and US$4 million for the Company's additional investment in Jardine Rothschild Asia Capital. Purchase of associates and joint ventures in 2008 included US$77 million for Jardine Cycle & Carriage's acquisition of a 20% interest in Truong Hai Auto Corporation and US$21 million for the Company's investment in Jardine Rothschild Asia Capital.

(c)

Purchase of other investments in 2009 included US$38 million and US$105 million for Hongkong Land's and Astra's purchase of securities respectively, and US$157 million for the Company's purchase of Tata Power. Purchase of other investments in 2008 included US$157 million for Astra's purchase of securities, and US$22 million and US$19 million for the Company's purchase of shares in Paris Orléans and bonds in Hongkong Land respectively.

(d)

Advance to associates, joint ventures and others in 2009 included US$222 million for Hongkong Land's loans to its property joint ventures.

(e)

Repayment from associates and joint ventures in 2009 were from Hongkong Land's property joint ventures.

(f)

Sale of subsidiary undertakings

 

2009

2008

US$m

US$m

Intangible assets

1 

Tangible assets

4 

Associates and joint ventures

2 

Non-current debtors

2 

Deferred tax assets

4 

Current assets

101 

Current liabilities

(2)

(33)

Net assets

11 

81 

Adjustment for minority interests

(3)

(24)

Net assets disposed of

57 

(Loss)/profit on disposal

(3)

3 

Sale proceeds

60 

Adjustment for deferred consideration

(1)

- 

Adjustment for carrying value of associates and joint

ventures

(3)

(34)

Cash and cash equivalents of subsidiary undertakings

disposed of

(3)

(59)

Net cash outflow

(2)

(33)

Sale proceeds in 2008 of US$60 million included US$48 million from Astra's sale of a 15% interest in PT Pantja Motor which reduced its effective interest from 65% to 50%.

 

(g)

Sale of associates and joint ventures in 2009 included US$90 million from Mandarin Oriental's sale of its 50% interest in Mandarin Oriental, Macau. Sale of associates and joint ventures in 2008 included US$21 million from Dairy Farm's sale of its 50% interest in Olive Young.

(h)

Sale of other investments in 2009 included the Company's sale of its interest in Tata Industries of US$157 million and Astra's sale of securities of US$56 million. Sale of other investments in 2008 mainly comprised Astra's sale of securities.

 

(i)

Increase in interests in subsidiary undertakings

2009

2008

US$m

US$m

Change in attributable interests

'- Mandarin Oriental

16 

'- Jardine Cycle & Carriage

35 

137 

'- other

15 

83 

Decrease in attributable interests

(1)

- 

65 

222 

Increase in attributable interests in other subsidiary undertakings in 2009 included US$11 million for Astra's acquisition of an additional interest in PT Marga Mandalasakti. Increase in attributable interests in other subsidiary undertakings in 2008 included US$42 million for Dairy Farm's acquisition of an additional interest in PT Hero Supermarket under a put option, and US$20 million and US$21 million for Astra's increased interests in PT Astra Otoparts and PT United Tractors respectively.

 

15.

Jardine Strategic Corporate Cash Flow and Net Debt

2009

2008

US$m

US$m

Dividends receivable

Subsidiary undertakings

385 

287 

Jardine Matheson

255 

228 

Associates

78 

164 

Other holdings

19 

726 

698 

Less taken in scrip

(255)

(148)

471 

550 

Other operating cash flows

(37)

(79)

Cash flows from operating activities

434 

471 

Investing activities

Purchase of associates and joint ventures

(52)

(118)

Purchase of other investments

(168)

(47)

Sale of other investments

190 

- 

Cash flows from investing activities

(30)

(165)

Financing activities

Change in interests in subsidiary undertakings

(51)

(139)

Dividends paid by the Company

(34)

(32)

Cash flows from financing activities

(85)

(171)

Fair value adjustment on 6.375% Guaranteed Bonds

11 

(12)

Net decrease in net debt

330 

123 

Net debt at 1st January

(220)

(343)

Net cash/(debt) at 31st December

110 

(220)

Represented by:

Bank balances and other liquid funds

394 

74 

6.375% Guaranteed Bonds

(284)

(294)

110 

(220)

Corporate cash flow and net debt comprises the cash flows and net cash or debt of the Company and of its investment holding and financing subsidiary undertakings.

 

16.

Capital Commitments and Contingent Liabilities

Total capital commitments at 31st December 2009 amounted to US$1,797 million (2008: US$469 million).

Various Group companies are involved in litigation arising in the ordinary course of their respective businesses. Having reviewed outstanding claims and taking into account legal advice received, the Directors are of the opinion that adequate provisions have been made in the financial statements.

17.

Related Party Transactions

In the normal course of business the Group undertakes a variety of transactions with certain of its associates and joint ventures, and with Jardine Matheson.

The most significant of such transactions relate to the purchases of motor vehicles and spare parts from its associates and joint ventures in Indonesia including PT Toyota-Astra Motor, PT Astra Honda Motor and PT Astra Daihatsu Motor. Total cost of motor vehicles and spare parts purchased in 2009 amounted to US$3,703 million (2008: US$4,182 million). The Group also sells motor vehicles and spare parts to its associates and joint ventures in Indonesia including PT Astra Honda Motor and PT Astra Daihatsu Motor. Total revenue from sale of motor vehicles and spare parts in 2009 amounted to US$392 million (2008: US$455 million).

There were no other related party transactions that might be considered to have a material effect on the financial position or performance of the Group that were entered into or changed during the year.

 

18.

Market Value Basis Net Assets

2009

2008

US$m

US$m

Jardine Matheson

1,830 

1,236 

Hongkong Land

5,567 

2,738 

Dairy Farm

6,287 

4,482 

Mandarin Oriental

1,095 

710 

Jardine Cycle & Carriage

4,743 

1,604 

Other holdings

690 

691 

Jardine Strategic Corporate

84 

(201)

20,296 

11,260 

US$

US$

Net assets value per share

32.64 

18.15 

 

'Market value basis net assets' are calculated based on the market price of the Company's holding for listed companies, with the exception of the holding in Jardine Matheson which has been calculated by reference to the market value of US$10,371 million (2008: US$6,151 million) less the Company's share of the market value of Jardine Matheson's interest in the Company. For unlisted companies a Directors' valuation has been used.

Net asset value per share is calculated on 'market value basis net assets' of US$20,296 million (2008: US$11,260 million) and on 622 million (2008: 620 million) shares outstanding at the year end which excludes the Company's share of the shares held by Jardine Matheson of 485 million (2008: 473 million) shares.

 

Jardine Strategic Holdings Limited

Principal Risks and Uncertainties

The Board has overall responsibility for risk management and internal control. The process by which the Group identifies and manages risk will be set out in more detail in the Corporate Governance section of the Company's 2009 Annual Report (the 'Report'). The following are the principal risks and uncertainties facing the Company as required to be disclosed pursuant to the Disclosure and Transparency Rules issued by the Financial Services Authority of the United Kingdom and are in addition to the matters referred to in the Chairman's Statement and Operating Review.

Economic Risk

Most of the Group's businesses are exposed to the risk of negative developments in global and regional economies and financial markets, either directly or through the impact on the Group's joint venture partners, franchisors, bankers, suppliers or customers. These developments can result in recession, inflation, deflation, currency fluctuations, restrictions in the availability of credit, business failures, or increases in financing costs, oil prices and in the cost of raw materials. Such developments might increase operating costs, reduce revenues, lower asset values or result in the Group's businesses being unable to meet in full their strategic objectives.

 

Commercial Risk and Financial Risk

Risks are an integral part of normal commercial practices, and where practicable steps are taken to mitigate such risks. These risks are further pronounced when operating in volatile markets.

A number of the Group's businesses make significant investment decisions in respect of developments or projects that take time to come to fruition and achieve the desired returns and are, therefore, subject to market risks.

The Group's businesses operate in areas that are highly competitive, and failure to compete effectively in terms of price, product specification or levels of service can have an adverse effect on earnings. Significant pressure from such competition may lead to reduced margins. The quality and safety of the products and services provided by the Group's businesses are also important and there is an associated risk if they are below standard.

The steps taken by the Group to manage its exposure to financial risk will be set out in the Financial Review and in a note to the Financial Statements in the Report.

Concessions, Franchises and Key Contracts

A number of the Group's businesses and projects are reliant on concessions, franchises, management or other key contracts. Cancellation, expiry or termination, or the renegotiation of any such concession, franchise, management or other key contracts, could have an adverse effect on the financial condition and results of operations of certain subsidiaries, associates and joint ventures of the Group.

 

Regulatory and Political Risk

The Group's businesses are subject to a number of regulatory environments in the territories in which they operate. Changes in the regulatory approach to such matters as foreign ownership of assets and businesses, exchange controls, planning controls, emission regulations, tax rules and employment legislation have the potential to impact the operations and profitability of the Group's businesses. Changes in the political environment in such territories can also affect the Group's businesses.

Terrorism, Pandemic and Natural Disasters

A number of the Group's operations are vulnerable to the effects of terrorism, either directly through the impact of an act of terrorism or indirectly through the impact of generally reduced economic activity in response to the threat of or an actual act of terrorism.

 

All Group businesses would be impacted by a global or regional pandemic which could be expected to seriously affect economic activity and the ability of our businesses to operate smoothly. In addition, many of the territories in which the Group operates can experience from time to time natural disasters such as earthquakes and typhoons.

Responsibility Statement

The Directors of the Company confirm to the best of their knowledge that:

(a)

the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, including International Accounting Standards and Interpretations adopted by the International Accounting Standards Board; and

(b)

the sections of the Company's 2009 Annual Report, including the Chairman's Statement, Operating Review and Principal Risks and Uncertainties, which constitute the management report include a fair review of all information required to be disclosed by the Disclosure and Transparency Rules 4.1.8 to 4.1.11 issued by the Financial Services Authority of the United Kingdom.

For and on behalf of the Board

A.J.L. Nightingale

Lord Leach of Fairford

Directors

5th March 2010

 

 

The final dividend of US¢14.00 per share will be payable on 12th May 2010, subject to approval at the Annual General Meeting to be held on 6th May 2010, to shareholders on the register of members at the close of business on 19th March 2010, and will be available in cash with a scrip alternative. The ex-dividend date will be on 17th March 2010, and the share registers will be closed from 22nd to 26th March 2010, inclusive. Shareholders will receive their cash dividends in United States dollars, unless they are registered on the Jersey branch register where they will have the option to elect for sterling. These shareholders may make new currency elections for the 2009 final dividend by notifying the United Kingdom transfer agent in writing by 23rd April 2010. The sterling equivalent of dividends declared in United States dollars will be calculated by reference to a rate prevailing on 28th April 2010. Shareholders holding their shares through The Central Depository (Pte) Limited ('CDP') in Singapore will receive United States dollars unless they elect, through CDP, to receive Singapore dollars or the scrip alternative.

Jardine Strategic

Jardine Strategic is a holding company which takes long-term strategic investments in multinational businesses, particularly those with an Asian focus, and in other high quality companies with existing or potential links with the Group. Its principal attributable interests are in Jardine Matheson (54%), Hongkong Land (50%), Dairy Farm (78%), Mandarin Oriental (74%) and Jardine Cycle & Carriage (69%), which in turn has a 50% interest in Astra. Jardine Strategic is 81%-held by Jardine Matheson. The Company also has a 21% interest in Rothschilds Continuation.

The primary share listing of the parent company, Jardine Strategic Holdings Limited, is in London, with secondary listings in Bermuda and Singapore. The Company is incorporated in Bermuda and its interests are managed from Hong Kong by Jardine Matheson Limited.

- end -

For further information, please contact:

Jardine Matheson Limited

James Riley

(852) 2843 8229

Golin Harris

Kennes Young

(852) 2501 7987

Full text of the Preliminary Announcement of Results and the Preliminary Financial Statements for the year ended 31st December 2009 can be accessed through the internet at 'www.jardines.com'.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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