5 Mar 2010 09:36
To: Business Editor For immediate release
Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
Jardine Strategic Launches Tender Offer to Repurchase Shares
5th March 2010 - Jardine Strategic Holdings Limited (the "Company") today announced its intention to return cash to shareholders through a tender offer for the repurchase of part of its outstanding share capital (the "Tender Offer"). 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$18.00 to US$19.00 per Share. The price range represents a premium of up to 10.5 per cent. over the closing price of the Shares on the Singapore Exchange on 4th March 2010 and a premium of up to 12.3 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 13,888,888 Shares (representing approximately 1.3 per cent. of the Company's issued share capital) at a cost of up to US$250 million.
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 for its Shares to shareholders at a price above the Strike Price during the next six months.
The Tender Offer is being made pursuant to the share repurchase authority approved by Jardine Strategic shareholders at the annual general meeting held in May 2009.
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 10th March 2010. The Tender Offer will close on 7th April 2010.
The Tender Offer is available to all Registered Shareholders with registered addresses outside any country in which the Tender Offer would constitute a violation of the relevant laws of such jurisdiction including Canada (other than the Province of Ontario), Japan, Malaysia and South Africa (the "Excluded Countries"). In addition, the Tender Offer will be available to depositors who hold Shares through The Central Depository (Pte) Limited ("CDP") in Singapore with addresses as shown in the records of CDP as outside of the Excluded Countries.
As the date of Closing of the Tender Offer is after the record date for the final dividend announced on 5th March 2010, holders of successfully tendered Shares at the record date for the final dividend will still be entitled to receive the dividend. All Shares repurchased by the Company under the Tender Offer will be cancelled.
Jardine Strategic is committed to ensuring the maintenance of a free float of 15 per cent. or more of its issued share capital.
Jardine Matheson
Jardine Matheson has advised that it does not intend to tender its Shares under the Tender Offer in respect of its holding of approximately 900 million Shares representing approximately 81 per cent. of the current issued share capital of Jardine Strategic. If 13,888,888 Shares are repurchased, as any Shares repurchased will be cancelled, Jardine Matheson's shareholding in Jardine Strategic would increase to approximately 82 per cent. of the issued share capital of Jardine Strategic.
Preliminary Announcement of Results
Today, the Company has also issued its preliminary announcement of results for the year ended 31st December 2009. The announcement contains an operational review of the Group's businesses for 2009 and discusses the outlook for 2010, and can be found on the Company's website at 'www.jardines.com'.
Jardine Strategic is a holding company which takes long-term strategic investments in multinational businesses, particularly those with an Asian focus, and in other high quality companies with existing or potential links with the Group. Its principal attributable interests are in Jardine Matheson (54%), Hongkong Land (50%), Dairy Farm (78%), Mandarin Oriental (74%) and Jardine Cycle & Carriage (69%), which in turn has a 50% interest in Astra. Jardine Strategic is 81%-held by Jardine Matheson. The Company also has a 21% interest in Rothschilds Continuation.
The primary share listing of the parent company, Jardine Strategic Holdings Limited, is in London, with secondary listings in Bermuda and Singapore. The Company is incorporated in Bermuda and its interests are managed from Hong Kong by Jardine Matheson Limited.
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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.
Jardine Strategic and its affiliates and Jardine Strategic's brokers and their affiliates may from time to time make purchases of, or arrangements to purchase, Shares, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance. These purchases may occur either on the open market at prevailing prices or in private transactions at negotiated prices. Any purchases so made will be disclosed as and when required under applicable law.
The release, publication or distribution of this announcement in certain 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
GolinHarris
Nick Bradbury (852) 2501 7910
This and other Group announcements can be accessed through the Internet at 'www.jardines.com'.