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