Tender Offer For Shares

Jardine Matheson Hldgs Ld 15 August 2007 To: Business Editor For immediate release Not for release, publication or distribution, in Canada (other than the Province of Ontario), Japan, Malaysia or South Africa or any other jurisdiction where to do 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 it intended to return cash to shareholders through a Tender Offer for the repurchase of part of its outstanding share capital. The proposal gives shareholders the choice between selling Shares at a premium to the recent market price and increasing their proportionate stake in the Company by retaining their Shares. Under the Tender Offer, tenders are being invited in the range of US$24.00 to US$25.00 per Share. The price range represents a premium of up to 10.6 per cent. over the closing price of the Shares on the Singapore Exchange on 14th August 2007 and a premium of up to 9.9 per cent. over the average closing price of the Shares on the Singapore Exchange for the five market days immediately prior to the announcement of the Tender Offer. The Tender Offer will be for up to 10,416,666 Shares (representing approximately 1.7 per cent. of the Company's issued share capital) at a cost of up to US$250 million. Up to a further 10,416,666 additional Shares (representing approximately 1.7 per cent. of the Company's issued share capital) may be repurchased at a cost of up to US$250 million depending upon the outcome of the JS Tender Offer referred to below. Jardine Matheson is simultaneously making a tender offer for up to 17,857,142 shares in Jardine Strategic Holdings Limited ('Jardine Strategic') at a cost of up to US$250 million (being the JS Tender Offer). The repurchase of additional Shares in Jardine Matheson under the Tender Offer will be subject to the availability of funds that are not utilized by the Company to acquire Jardine Strategic shares under the JS Tender Offer to Jardine Strategic shareholders. Jardine Matheson intends to pay out an aggregate total of up to US$500 million under 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 favourable stock market conditions arise. This policy enables the Jardine Matheson Group to concentrate its resources on its principal businesses, as well as enhancing earnings per share or net asset value per share. Against this background, it is considered appropriate to make a tender offer to shareholders to repurchase Shares in the Company. The principal benefits of the Tender 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 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 it is being made, are set out in a circular which will be posted to shareholders on 20th August 2007. The Tender Offer will close on 18th September 2007. The Tender Offer is available to all Registered Shareholders with registered addresses outside Canada (other than the Province of Ontario), Japan, Malaysia and South Africa. In addition, the Tender Offer will also be available to depositors holding Shares through the CDP scripless system in Singapore. As the date of Closing of the Tender Offer is after the record date for the interim dividend declared on 15th August 2007, holders of successfully tendered Shares at the record date for the interim dividend will still be entitled to receive the dividend. All Shares repurchased by the Company under the Tender Offer will be cancelled. JS Tender Offer Jardine Matheson has announced that it is to make the JS Tender Offer pursuant to which shareholders in Jardine Strategic are being invited to tender Jardine Strategic shares in the range of US$14.00 to US$14.50 per share representing a premium of up to 9.5 per cent. over the average closing price of the shares on the Singapore Exchange for the five market days immediately prior to the announcement of the JS Tender Offer. The Company is offering to acquire up to 17,857,142 Jardine Strategic shares representing 1.7 per cent. of its current issued share capital pursuant to the JS Tender Offer at a cost of up to US$250 million. In addition, the Company has announced that it will acquire up to a further 17,857,142 Jardine Strategic shares under the JS Tender Offer representing 1.7 per cent. of its current issued share capital in the event that less than the Authorized Number of Shares are validly tendered under the Tender Offer to repurchase Jardine Matheson Shares thereby leaving surplus funds available. Jardine Strategic Jardine Strategic has advised that it has no present intention of tendering its Shares under the Tender Offer in respect of its holding of approximately 329 million Shares representing approximately 53 per cent. of the current issued share capital of Jardine Matheson. If 10,416,666 Shares are repurchased, Jardine Strategic's shareholding in Jardine Matheson would increase to approximately 54 per cent. of the issued share capital of Jardine Matheson; and, if the 10,416,666 additional Shares are repurchased, Jardine Strategic's shareholding in Jardine Matheson would increase to approximately 55 per cent. of the issued share capital of Jardine Matheson. Interim Results On 15th August 2007, the Company announced its interim results for the six months ended 30th June 2007. The announcement contains an operational review of the Jardine Matheson Group businesses for the first half of 2007 and discusses the outlook for the remainder 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 Group is an Asian-based conglomerate with extensive experience in the Region. Its business interests include Jardine Pacific, Jardine Motors Group, Hongkong Land, Dairy Farm, Mandarin Oriental, Jardine Cycle & Carriage and Jardine Lloyd Thompson. These companies are leaders in the fields of engineering and construction, 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 or invitation to purchase any securities pursuant to the Tender Offer or otherwise. The Tender Offer will be made solely through the Tender Offer Document, which will contain the full terms and conditions of the Tender Offer. Any decision to tender Shares should be made only on the basis of the information in the Tender Offer Document. The release, publication or distribution of this announcement is prohibited in Canada (other than the Province of Ontario), Japan, Malaysia or South Africa and the release, publication or distribution of this announcement in other jurisdictions may be restricted by law and therefore any persons who are subject to the laws of any such jurisdiction should inform themselves about, and observe, any applicable requirements. For further information, please contact: Jardine Matheson Limited Neil M McNamara (852) 2843 8227 Matheson & Co., Limited Philip Hawkins (020) 7816 8136 GolinHarris Nick Bradbury (852) 2501 7910 Weber Shandwick Financial Richard 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 Exchange
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