Proposed Sale of Shareholding in Robert Fleming
Jardine Matheson Hldgs Ld
11 April 2000
Jardine Matheson Holdings Limited
Proposed Sale of Shareholding in Robert Fleming
11th April 2000 - Jardine Matheson Holdings Limited today
announced that it has conditionally undertaken to sell its
entire shareholding in Robert Fleming Holdings Limited to
The Chase Manhattan Corporation pursuant to the recommended
Offer announced today by Chase for the whole of the issued
and to be issued ordinary share capital of Robert Fleming.
The Offer values the whole of the issued and to be issued
share capital of Robert Fleming at approximately £4,880
million (US$7,662 million) and, on this basis, values each
Robert Fleming share at approximately £27.44.
The Company's holding of 23,600,000 shares comprises
approximately 13.27 per cent. of the fully diluted share
capital of Robert Fleming. Accordingly, the Offer values the
Company's interest in Robert Fleming at approximately £648
million (US$1,017 million).
Jardine Strategic Holdings Limited, the 61 per cent. owned
subsidiary of the Company, has also undertaken to sell its
entire holding of 7,050,000 Robert Fleming shares to Chase
pursuant to the Offer, which comprises approximately 3.96
per cent. of the fully diluted share capital of Robert
Fleming. The Offer values Jardine Strategic's interest at
approximately £193 million (US$304 million).
In aggregate, the Offer values the Jardine Matheson Group's
interests in Robert Fleming at approximately £841 million
(US$1,321 million).
The total consideration available under the Offer will be
satisfied to the extent of £2,573 million (US$4,040 million)
in cash and to the extent of the balance of US$3,622 million
in new shares in Chase. The number of new Chase shares to be
issued as consideration for the Offer will be determined by
reference to the average of the closing prices of a Chase
share on the New York Stock Exchange on the 20 consecutive
full trading days immediately preceding the fifth business
day prior to the Offer being declared wholly unconditional.
However, the total number of new Chase shares which will be
issued as consideration under the Offer will not exceed
43,743,961 or be less than 35,790,514.
Assuming a total fully diluted share capital of Robert
Fleming of 177,851,962 shares and based on a closing mid-
market price of a Chase share on the New York Stock Exchange
of US$88.125 on 10th April 2000, the Company would receive
approximately £341 million (US$536 million) in cash and
5,453,843 Chase shares for the sale of its Robert Fleming
shares pursuant to the Offer. The Jardine Matheson Group
would, on the above basis, receive, in aggregate,
approximately £443 million (US$696 million) in cash and
7,083,063 Chase shares for the sale of its Robert Fleming
shares pursuant to the Offer. There is a mix and match
election available under the Offer pursuant to which Robert
Fleming shareholders who accept the Offer can elect, subject
to availability, to vary the proportions in which they
receive Chase shares and cash.
The Jardine Matheson Group's shareholding in Robert Fleming
had a book value as at 31st December 1999 of US$281.1
million. During the year ended 31st December 1999, the
Jardine Matheson Group's shareholding in Robert Fleming
contributed US$24.5 million to the Group's net profit.
Under the terms of the Offer, Robert Fleming shareholders
will be entitled to retain a second interim dividend in
respect of the financial year ended 31st March 2000 of 17.18
pence (26.83 cents) per share to be paid on 31st May 2000.
The total amount of the dividend payable to the Company will
be £4.1 million (US$6.4 million) and to Jardine Strategic
will be £1.2 million (US$1.9 million).
Cash proceeds received under the Offer will initially be
held on deposit pending a decision by the Company as to
their application. The Company intends for the time being to
retain any Chase shares received as consideration under the
Offer, but may in due course take advantage of appropriate
opportunities to realise all or part of such shares.
The Directors of the Company believe that the terms of the
Offer by Chase are fair and reasonable and that the Company
should accept the Offer in respect of its shareholding in
Robert Fleming.
Due to its value, the proposed sale of Robert Fleming shares
by the Company pursuant to the Offer is conditional on the
approval of shareholders of the Company. Jardine Strategic
has undertaken to Chase to vote its beneficial shareholding
in the Company in favour of the resolution to approve the
sale. The Offer by Chase is also subject to certain
regulatory clearances and other conditions. Chase and
Flemings anticipate that the transaction will be completed
in approximately four months.
A circular to shareholders of the Company containing further
details of the proposed sale of the Robert Fleming shares
pursuant to the Offer and containing a notice of special
general meeting will be sent to shareholders shortly.
Robert Fleming is an international asset management and
investment banking group. It operates in over 40 countries,
providing a range of investment banking, corporate finance,
capital markets and banking services to a client base that
includes major companies, governments, institutional
investors, central banks and private individuals.
The £:US$ conversion rates in this announcement are based on
an exchange rate of £1 = US$1.57.
Enquiries:
Jardine Matheson Limited
Norman Lyle (852) 2843 8216
Neil McNamara (852) 2843 8227
Matheson & Co.Limited
Martin Henderson (44) 171 816 8135
Ludgate Communications
Richard Hews (44) 171 253 2252
Notes to Editors:
Jardine Matheson
Jardine Matheson is a multinational Group of eight core
businesses focused primarily on Asia. Its operations employ
over 150,000 people and its activities are leaders in the
fields of financial services, supermarkets, consumer
marketing, engineering and construction, motor trading,
property and hotels.
The Group has undergone a sustained shift in emphasis over
recent years as businesses that did not present the
opportunity for profitable scale or market leadership have
been exited. The Group is building its core businesses
largely in Asia Pacific with the goal of enhancing
shareholder value for the long term.
The primary listing of the parent company, Jardine Matheson
Holdings Limited, is in London, and the bulk of the shares
are traded in Singapore. The Company is incorporated in
Bermuda and the Group is managed from Hong Kong by Jardine
Matheson Limited.
Chase
Chase is one of the world's premier financial services
institutions, with operations in 50 countries around the
world. Chase has a top-tier ranking in all areas of
investment banking, private banking, trading and global
markets activities as well as information and transaction
processing.
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