15th Aug 2007 10:19
Jardine Matheson Hldgs Ld15 August 2007 To: Business Editor For immediate release Not for release, publication or distribution, in Canada (other than the Provinceof Ontario), Japan, Malaysia or South Africa or any other jurisdiction where todo so would constitute a violation of the relevant laws of such jurisdiction. Jardine Matheson Launches Tender Offer to Purchase Shares in Jardine Strategic 15th August 2007 - Jardine Matheson Holdings Limited today announced itsintention to make a tender offer for the purchase of up to 1.7 per cent. of theissued share capital of Jardine Strategic Holdings Limited ('Jardine Strategic') with the possibility of acquiring up to an additional 1.7 per cent. Under the Tender Offer, tenders are being invited in the range of US$14.00 to US$14.50 per Share. The price range represents a premium of up to 8.2 per cent.over the closing price of the Shares on the Singapore Exchange on 14th August2007 and a premium of up to 9.5 per cent. over the average closing price of theShares on the Singapore Exchange for the five market days immediately prior tothe announcement of the Tender Offer. The Tender Offer will be for up to 17,857,142 Shares (representing approximately1.7 per cent. of the Jardine Strategic's issued share capital) at a costof up to US$250 million. Up to a further 17,857,142 additional Sharesrepresenting approximately 1.7 per cent. of Jardine Strategic's issued sharecapital may be purchased at a cost of up to US$250 million depending upon theoutcome of the JM Tender Offer referred to below. Jardine Matheson is simultaneously making a tender offer to repurchase up to10,416,666 of its own shares at a cost of up to US$250 million (being the JMTender Offer). The purchase of additional Shares in Jardine Strategic under theTender Offer will be subject to the availability of funds that are not utilizedby Jardine Matheson to repurchase Jardine Matheson shares under the JM TenderOffer. Jardine Matheson intends to pay out an aggregate total of up to US$500 millionunder the two Tender Offers. Background to and Reasons for the Tender Offer As part of the strategic capital allocation within the Jardine Matheson Group,purchases or repurchases of shares in Group companies are made when favourablestock market conditions arise. This policy enables the Jardine Matheson Groupto concentrate its resources on its principal businesses, as well as enhancingearnings per share or net asset value per share. Against this background, it is considered appropriate to make a tender offer topurchase Jardine Strategic Shares. The Tender Offer provides shareholders in Jardine Strategic with the opportunityto either sell Shares at a premium to the recent market price, free ofcommissions and dealing charges, or to maintain their proportionate stake inJardine Strategic by retaining their holdings. Jardine Matheson has no intention of making a further tender offer to JardineStrategic shareholders at a price above the Strike Price in the year ahead. Further Terms of the Tender Offer Full details of the Tender Offer, including the terms and conditions on which itis being made, are set out in a circular which will be posted to shareholders on20th August 2007. The Tender Offer will close on 18th September 2007. The Tender Offer is available to all Registered Shareholders of JardineStrategic with registered addresses outside Canada (other than the Province ofOntario), Japan, Malaysia and South Africa. In addition, the Tender Offer willalso be available to depositors holding Shares through the CDP scripless systemin Singapore. As the date of Closing of the Tender Offer is after the record date for theinterim dividend declared on 15th August 2007, holders of successfully tenderedShares at the record date for the interim dividend will still be entitled toreceive the dividend. JM Tender Offer Jardine Matheson has also announced that it is to make the JM Tender Offerpursuant to which shareholders in Jardine Matheson are being invited to tenderJardine Matheson shares in the range of US$24.00 to US$25.00 per sharerepresenting a premium of up to 9.9 per cent. over the average closing price ofthe shares on the Singapore Exchange for the five market days immediately priorto the announcement of the JM Tender Offer. Jardine Matheson is offering toacquire up to 10.4 million shares pursuant to the JM Tender Offer representingapproximately 1.7 per cent. of its current issued share capital at a cost of upto US$250 million. In addition, Jardine Matheson has announced that it will acquire up to a further10.4 million Jardine Matheson shares under the JM Tender Offer representingapproximately 1.7 per cent. of its current issued share capital in the eventthat less than the Authorized Number of Shares are validly tendered under theTender Offer for Jardine Strategic Shares thereby leaving surplus fundsavailable. Any Jardine Matheson shares acquired pursuant to the JM Tender Offer will becancelled. Jardine Strategic has indicated that it has no present intention ofparticipating in the JM Tender Offer. Jardine Matheson Jardine Strategic is a member of the Jardine Matheson Group. Jardine Mathesoncurrently holds 79.9 per cent. of Jardine Strategic's current issued sharecapital. Jardine Matheson will not tender any of its Jardine Strategic sharesinto the Tender Offer. If 17,857,142 Shares are purchased, Jardine Matheson'sinterest in Jardine Strategic would increase to 81.5 per cent. of the issuedshare capital of Jardine Strategic, and, if the additional 17,857,142 Shares arepurchased, Jardine Matheson's interest in Jardine Strategic would increase to83.2 per cent. of the issued share capital of Jardine Strategic. JardineStrategic is committed to ensuring the maintenance of a free float of 15 percent. or more of its issued share capital. Interim Results On 15th August 2007, Jardine Strategic announced its interim results for the sixmonths ended 30th June 2007. The interim results announcement contains anoperational review of Jardine Strategic and its subsidiary undertakings andassociates for the first half of 2007 and discusses the outlook for theremainder of the year, and can be found on the company's website at 'www.jardines.com'. With a broad portfolio of market-leading businesses, the Jardine Matheson Groupis an Asian-based conglomerate with extensive experience in the Region. Itsbusiness interests include Jardine Pacific, Jardine Motors Group, Hongkong Land,Dairy Farm, Mandarin Oriental, Jardine Cycle & Carriage and Jardine LloydThompson. These companies are leaders in the fields of engineering andconstruction, transport services, motor trading, property, retailing,restaurants, hotels, financial services and insurance broking. - end - This announcement is not intended to and does not constitute an offer orinvitation to purchase any securities pursuant to the Tender Offer or otherwise.The Tender Offer will be made solely through the Tender Offer Document, whichwill contain the full terms and conditions of the Tender Offer. Any decision totender Shares should be made only on the basis of the information in the TenderOffer Document. The release, publication or distribution of this announcement is prohibited inCanada (other than the Province of Ontario), Japan, Malaysia or South Africa andthe release, publication or distribution of this announcement in otherjurisdictions may be restricted by law and therefore any persons who are subjectto the laws of any such jurisdiction should inform themselves about, andobserve, any applicable requirements. For further information, please contact: Jardine Matheson LimitedNeil M McNamara (852) 2843 8227 Matheson & Co., LimitedPhilip Hawkins (020) 7816 8136 GolinHarrisNick Bradbury (852) 2501 7910 Weber Shandwick FinancialRichard Hews / Georgia Dempsey (020) 7067 0700 This and other Group announcements can be accessed through the Internet at 'www.jardines.com'. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Jardine Math.sr