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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