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 Repurchase Shares 15th August 2007 - Jardine Matheson Holdings Limited today announced that itintended to return cash to shareholders through a Tender Offer for therepurchase of part of its outstanding share capital. The proposal givesshareholders the choice between selling Shares at a premium to the recent marketprice and increasing their proportionate stake in the Company by retaining theirShares. Under the Tender Offer, tenders are being invited in the range of US$24.00 toUS$25.00 per Share. The price range represents a premium of up to 10.6 percent. over the closing price of the Shares on the Singapore Exchange on 14thAugust 2007 and a premium of up to 9.9 per cent. over the average closing priceof the Shares on the Singapore Exchange for the five market days immediatelyprior to the announcement of the Tender Offer. The Tender Offer will be for up to 10,416,666 Shares (representing approximately1.7 per cent. of the Company's issued share capital) at a cost of up toUS$250 million. Up to a further 10,416,666 additional Shares (representingapproximately 1.7 per cent. of the Company's issued share capital) may berepurchased at a cost of up to US$250 million depending upon the outcome ofthe JS Tender Offer referred to below. Jardine Matheson is simultaneously making a tender offer for up to 17,857,142shares in Jardine Strategic Holdings Limited ('Jardine Strategic') at a costof up to US$250 million (being the JS Tender Offer). The repurchase ofadditional Shares in Jardine Matheson under the Tender Offer will be subject tothe availability of funds that are not utilized by the Company to acquireJardine Strategic shares under the JS Tender Offer to Jardine Strategicshareholders. 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 OfferAs 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 Group toconcentrate 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 toshareholders to repurchase Shares in the Company. The principal benefits of theTender Offer are as follows:• It gives shareholders the choice to sell Shares at a premium to the recent market price, free of commissions and dealing charges, or to increase their proportionate stake in the Company by retaining their holdings.• It is expected to enhance earnings per Share and market adjusted net asset value per Share. The Company has no intention of making a further tender offer to shareholders ata price above the Strike Price in the year ahead. Further Terms of the Tender OfferFull 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 with registeredaddresses outside Canada (other than the Province of Ontario), Japan, Malaysiaand South Africa. In addition, the Tender Offer will also be available todepositors holding Shares through the CDP scripless system in 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. All Shares repurchased by the Company under the TenderOffer will be cancelled. JS Tender OfferJardine Matheson has announced that it is to make the JS Tender Offer pursuantto which shareholders in Jardine Strategic are being invited to tender JardineStrategic shares in the range of US$14.00 to US$14.50 per share representing apremium of up to 9.5 per cent. over the average closing price of the shares onthe Singapore Exchange for the five market days immediately prior to theannouncement of the JS Tender Offer. The Company is offering to acquire up to17,857,142 Jardine Strategic shares representing 1.7 per cent. of its currentissued share capital pursuant to the JS Tender Offer at a cost of up to US$250million. In addition, the Company has announced that it will acquire up to a further17,857,142 Jardine Strategic shares under the JS Tender Offer representing 1.7per cent. of its current issued share capital in the event that less than theAuthorized Number of Shares are validly tendered under the Tender Offer torepurchase Jardine Matheson Shares thereby leaving surplus funds available. Jardine StrategicJardine Strategic has advised that it has no present intention of tendering itsShares under the Tender Offer in respect of its holding of approximately 329million Shares representing approximately 53 per cent. of the current issuedshare capital of Jardine Matheson. If 10,416,666 Shares are repurchased, JardineStrategic's shareholding in Jardine Matheson would increase to approximately54 per cent. of the issued share capital of Jardine Matheson; and, if the10,416,666 additional Shares are repurchased, Jardine Strategic'sshareholding in Jardine Matheson would increase to approximately 55 per cent. ofthe issued share capital of Jardine Matheson. Interim ResultsOn 15th August 2007, the Company announced its interim results for the sixmonths ended 30th June 2007. The announcement contains an operational review ofthe Jardine Matheson Group businesses for the first half of 2007 and discussesthe outlook for the remainder of the year, and can be found on the Company'swebsite 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., Limited Philip 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 atwww.jardines.com. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Jardine Math.sr