Chase Manhattan Offer for Robert Fleming Holdings

Caledonia Investments PLC 11 April 2000 Offer by The Chase Manhattan Corporation ('Chase') for Robert Fleming Holdings Limited ('Flemings') Caledonia Investments plc ('Caledonia') announces that its wholly- owned subsidiary, Caledonia Financial Limited ('CFL'), has entered into a binding irrevocable undertaking to accept the offer by Chase for Flemings, the global asset management and investment banking group, in respect of CFL's 0.96% holding in Flemings. The offer values the whole of the issued and to be issued share capital of Flemings at approximately £4,880 million and CFL's holding at approximately £46.65 million. The book value of CFL's holding in Flemings in Caledonia's interim accounts to 30 September 1999 was £16.0m and dividend income of £0.5m was included in Caledonia's accounts for its year ended 31 March 1999. The offer values each Flemings share at approximately £27.44 and is structured on the basis of, for each Flemings share, £14.47 in cash and a fraction of between 0.2012 and 0.2460 of a new Chase share. The precise fraction will be determined according to a formula based on the average Chase share price over the 20 trading days immediately preceding the fifth business day prior to the date on which the offer is declared unconditional in all respects. A mix and match election, subject to availability, and a loan note alternative in lieu of the cash element will also be available. The board of CFL will decide on the mix of consideration that it will accept in due course. Enquiries Peter Buckley Chairman and Chief Executive Caledonia Investments plc 020 7481 4343 Issued by Bill Trelawny Citigate Dewe Rogerson 020 7638 9571
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