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Jardine Matheson Holdings Limited

1996 Preliminary Announcement of Results

To:   Business Editor20th March 1997
For immediate release




JARDINE MATHESON HOLDINGS LIMITED

PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 31ST DECEMBER 1996

RESULTS

Jardine Matheson Holdings Limited today announced that the Group recorded a net profit for 1996 of US$300 million, down 29% on the previous year. The results for both years were affected by non-recurring items, principally relating to discontinued activities and repositioning costs. Excluding these, the underlying profit declined 6% to US$356 million.

Earnings per share were US¢51.63, compared with US¢72.05 in 1995. Earnings per share excluding non-recurring items showed a 6% decline.

The Board is recommending a final dividend of US¢17.20 per share which, together with the interim dividend of US¢7.80 per share, gives an unchanged dividend for the full year of US¢25.00 per share.

The net asset value per share recorded a substantial growth of 26% during 1996, from US$5.63 to US$7.09.

BUSINESS DEVELOPMENTS

Turning to the operations of the Group, the Chairman, Mr Henry Keswick, said that Jardine Matheson experienced difficult trading in 1996, much as he had indicated at the time of the Group's interim announcement, and action was taken to address a number of specific issues.

The continuing poor performance of the Group's Sizzler restaurants in Australia led to the decision by Jardine Pacific to dispose of this operation at a cost of some US$47 million. Dairy Farm's Australian supermarket chain, Franklins, and its United Kingdom associate, Kwik Save, are both engaged in repositioning programmes, with Franklins being the further advanced of the two. Finally, following regulatory breaches, Jardine Fleming took firm steps to reinforce its management and to improve its controls.

The cost of these remedial measures, allied to a weak trading environment in certain markets which are important to the Group, more than offset satisfactory earnings growth elsewhere in the Group. It was, however, some compensation that Jardine Matheson recorded a substantial increase in its net asset value per share. This was largely due to the investment in Hongkong Land as property valuations rose reflecting confidence in Hong Kong and low interest rates.

Among the many positive developments of the last twelve months, a number stand out as particularly significant. Jardine Pacific sold its interest in Jardine CMG Life for US$163 million, realising a profit of some US$130 million which will be taken in the 1997 results. The timing of the disposal was a product of the Group's view that, having played its part in creating this business, it was now right to concentrate more fully on its other core activities.

Mandarin Oriental purchased the Hyde Park Hotel in London for US$143 million, thereby achieving its long-standing aim of owning a luxury hotel in one of its more favoured markets. Following a record year, the Group's insurance broking business, JIB, merged with Lloyd Thompson to create a considerably more powerful group. And Jardine Strategic also increased its investment in EON, so as to gain further exposure to the successful Malaysian economy.

CHINA AND HONG KONG

A landmark event in 1997 will be China's resumption of the exercise of sovereignty over Hong Kong, where the Company derives over 50% of its profit and where the overall Group holds assets well in excess of US$10 billion. It is a mark of Jardine Matheson's confidence in the future of Hong Kong and the concept of "one country, two systems" that the Group continues actively to invest in and develop its operations there. Since the signing of the Sino-British Joint Declaration in 1984, the Group's number of employees in Hong Kong has doubled to 60,000 and it is today the largest private sector employer in the future Special Administrative Region.

LOOKING AHEAD

In conclusion, Mr Henry Keswick said, "Jardine Matheson's portfolio of businesses, some earnings-based, others asset-based, includes many which are market leaders in their field. Each has its own dynamics but shares the objective of providing Shareholders with growth in real value over time. We are also fortunate in having a strong balance sheet and a focus of activity in the Asia-Pacific Region.

In March 1997, Jardine Strategic announced a share repurchase programme, giving its shareholders the option either to realise an above-market price on part of their holding or to retain their shares to benefit from enhanced earnings and net assets per share. For our part, given our commitment to Asia and the underlying value of Jardine Strategic's shares, we shall be retaining our shareholding in its entirety."

The actions we have taken to refine and strengthen our businesses should enable us to maintain a steady trading result in 1997, and we look forward to improved earnings growth coming through in subsequent years."

OPERATING REVIEW

Jardine Pacific

Jardine Pacific's profit from underlying businesses for 1996 at US$94 million was down 7%. This was primarily due to weaker performances in its Pizza Hut operations and Shipping activities, and to a difficult Thai market affecting its Engineering & Construction businesses.

The net result after non-recurring charges was significantly lower, mainly due to provisions for the disposal of the company's Sizzler restaurants in Australia. The 1996 loss recorded in the life assurance business has been included in discontinued activities. This business has now been sold to Jardine Pacific's joint venture partner, giving rise to an exceptional gain of some US$130 million in 1997.

Jardine Pacific made progress in its strategy of developing large businesses, with significant investments in information technology products and services, instalment finance and new infrastructure projects in Hong Kong. It also increased its investment in the Philippines.

Marketing & Distribution

JOS Technology Group successfully integrated the newly acquired System-Pro business, which made a major contribution to profit. Jardine Pacific's IKEA home furnishing stores had a good year in both Hong Kong and Taiwan, and a major expansion of its stores is under way. The Optical Shop has commenced a relaunch under a new format.

Pizza Hut in Hong Kong performed exceptionally well, but the gain was offset by a decline in Taiwan due to poor consumer demand. The Pizza Hut activities in Australia and Hawaii also had a disappointing year, while Jardine Wines & Spirits continues to face a difficult operating environment in Japan.

In the Philippines, proceeds from Jardine Davies' US$71 million rights issue are being used to improve its existing cement and sugar milling operations and to develop new ventures including fibre cement board production and middle-income housing. Some of these activities will begin to contribute in 1997, while others have a longer development cycle.

Engineering & Construction

Jardine Pacific's engineering & construction businesses fell short of the record performance of the previous year. Gammon continued its regional expansion and had an outstanding order book at year end of US$1.4 billion, but suffered from a downturn in the construction market in Thailand. Jardine Schindler had another record year with excellent sales, and is to set up a new manufacturing plant in Malaysia.

Within Jardine Engineering Services, Jardine Airconditioning and Chubb produced good performances, and new joint ventures have been established to manufacture airconditioners in China. Jardine Pacific has now been awarded the Caterpillar franchises in the Chinese provinces of Fujian, Jiangxi and Hunan, in addition to its existing franchises in Hawaii and Taiwan.

Aviation & Shipping Services

Aviation services achieved a good result in 1996 with a record throughput at Hong Kong's existing aircargo terminal. HACTL's business will be transferred to the new airport, which is scheduled to open in April 1998. Jardine Pacific was also successful, in joint venture with China National Aviation Corporation, in winning a franchise for ramp and passenger handling at the new airport.

Jardine Pacific acquired an interest in the new River Trade Terminal project in Hong Kong, and discussions continue on the acquisition of two berths at Hong Kong's container port by Asia Container Terminals. Shipping services' performance was disappointing, however, due to a reduced contribution from its midstream and feeder services.

Property Services

Property services saw an improvement from Colliers Jardine, and a steady peformance was recorded at Jardine Securicor. Reliance, the office cleaning and environmental services operation, also made good progress after a difficult 1995.

Financial Services

Jardine Pacific's financial services businesses had a good year, with further excellent growth from Pacific Finance, the Hong Kong instalment finance joint venture with Jardine Fleming. The company's instalment finance activities in Singapore also did well.

With much achieved in the past year in rationalising and focusing its portfolio of businesses, together with benefits from reduced start-up losses and initial contributions from new ventures, Jardine Pacific is looking forward to a return to profit growth in 1997.

Jardine International Motors

Jardine International Motors achieved a trading profit of US$88 million in 1996, an increase of 7%. Profit after taxation and outside interests was US$69 million, an increase of 9% excluding the 1995 exceptional profit. Turnover reached US$2,007 million, an increase of 8%, with total new and used vehicle sales rising by 8% to 64,000 units.

In Hong Kong, demand for luxury cars fell in 1996, but there were encouraging signs of recovery at the end of the year. Zung Fu increased its share of the luxury car market. The company also successfully launched the Mercedes-Benz SLK sports car and repositioned the marque's C-Class and E-Class models, introducing a number of new variants.

Zung Fu in Macau had another disappointing year due to a weak luxury car market. Demand also remained weak in Southern China for most of the year, but an upturn in the last quarter allowed Southern Star Motor Company to achieve higher sales. The six Zung Fu joint venture service centres in Southern China also saw improved volumes.

In Indonesia, P. T. Tunas Ridean, in which the group has a 25% shareholding, made a reduced contribution following a slowdown in the market. Elsewhere in Asia, the Stern Zushi dealership in Japan increased sales and made a modest contribution. In Malaysia, Cycle & Carriage Bintang, in which the group has a 13% interest, continued to make excellent progress with a 34% rise in attributable profit.

In France, Cica achieved stronger results for much of the year, but government incentives to replace older cars ended in September and the market has since weakened significantly. In the United Kingdom, Lancaster again improved its performance in demanding conditions.

In the United States, Beverly Hills made a strong contribution, while in Hawaii much improved sales were achieved, but the costs associated with opening a major new facility during the year held back the result.

Jardine International Motors is expecting mixed performances from its markets in 1997 and lower margins in Hong Kong. As a consequence, the current year's earnings will do well to match those of 1996.

Jardine Fleming

Jardine Fleming recorded a net profit from operations before exceptional items of US$108 million in 1996, down 11%. The overall result was affected by an exceptional charge of US$26 million relating to regulatory issues arising in earlier years. The shortcomings which gave rise to these issues have been fully addressed by Jardine Fleming, which is committed to ensuring that its controls keep pace with best international practice.

The comparatively poor performance of the Asia-Pacific equity markets in 1996 provided a difficult backdrop for the group's investment management arm. Funds under management were US$20 billion at year end. Recent trends are encouraging and the company is well placed to benefit from the rapid growth of savings in the Region.

Rowe Price-Fleming International, the group's 25%-held associate in the United States, had an outstanding year in which its funds under management increased to US$29 billion.

Jardine Fleming unit trusts have maintained their market leadership in Hong Kong, with innovative products raising some US$100 million during their launch periods. Sales through Investment Centres grew by more than 20%, while four further banks are now distributing the group's products through their branch networks. The receipt of a domestic mutual fund licence in Thailand provides a new opportunity, while the group continues to develop fund management operations in Singapore, Malaysia, Taiwan, India and Indonesia.

Strong performances on the equity markets of Shanghai, Shenzhen, Hong Kong and Taiwan helped Jardine Fleming to consolidate its leading position in the "Greater China" markets.

Other key areas including Japan, Korea and India performed less well. In Australia and New Zealand, Ord Minnett had a highly successful year, with all areas of business showing improved contributions.

1996 saw a further development of the corporate finance team in Hong Kong and China. In capital markets the company participated in over 60 international equity and equity-linked issues, raising approximately US$8 billion.

Jardine Fleming Bank performed strongly despite difficult conditions in bond and foreign exchange trading.

After two comparatively flat years, Jardine Fleming expects that many Asian markets are set to perform well in 1997. This will enable the group to capitalize on its well established position in Asia, and to benefit from an inflow of funds from the United States and Europe.

JIB Group (pre-merger)

1996 was a significant year for the former JIB Group. Against a background of continued fierce competition in global insurance markets, record results were achieved with increased profitability from all divisions. Profit before tax of £28 million was up 29% from 1995.

In the United Kingdom, profits from the wholesale and retail operations showed good increases following reductions in the overall cost base at the end of 1995. Competition continued to be severe in these markets, and significant rate reductions during the year contained revenue growth.

In the United States, JIB's specialty business performed well in 1996, realizing the good prospects predicted at the beginning of the year.

Asia Pacific operations are developing well with profit recovering satisfactorily. A more competitive environment, however, emerged in Hong Kong where local insurance companies fought to obtain a larger share of the market. Further progress was made in the ASEAN countries, and the local government business in Australia continues to be successful.

The reinsurance division had a good year both in London and elsewhere. Despite difficult trading conditions, new business and tight overhead controls have led to a significant improvement in profit.

The company's associate, SIACI, again produced an excellent result despite a continuing increase in competition in the French market. JIB increased its interest in SIACI to 37% during the year.

The year ended with the announcement of the merger of JIB with Lloyd Thompson, a specialist London broker which reported a pretax profit of £11 million in the six months to 31st December 1996. The Company's interest in the new group, called Jardine Lloyd Thompson, is 34%.

Competition, low interest rates, the current strength of Sterling and the consolidation of the merger are the challenges for 1997. However, the combination of Lloyd Thompson's specialist skills in the London market with JIB's international network, especially in the Asia-Pacific Region, provides Jardine Lloyd Thompson with a solid foundation for growth.

Dairy Farm

In 1996 Dairy Farm's trading profit declined 31% to US$168 million, with poor results from Australia and the United Kingdom and increased start-up costs. Improved performances were, however, recorded in Hong Kong, New Zealand, Singapore and Spain. The overall result was further affected by repositioning provisions of US$78 million. Sales in 1996, including associates, were US$12,767 million, an increase of 9%.

Capital expenditure of US$247 million was made during 1996, and the group opened 143 stores giving a total at year end of 1,518. Gross retail area increased 5% to exceed 14 million sq. ft. If associates are included, the number of outlets rose to 2,822.

In Australia, Franklins' sales grew by 8%, but the cost of its new 'Fresh' stores, which now account for over 40% of sales, offset an improvement in margins. The new format has, however, been well received, and Franklins has decided to accelerate the conversion of the 'No Frills' stores to 'Fresh' over the next four years, which has required a write down of fixed assets of US$38 million. Overall, profit recovery will be held back for the next two years. In New Zealand, Woolworths continued to perform strongly.

In Hong Kong, steady sales and profit growth was achieved, and Wellcome's focus on fresh food will be underpinned by a US$50 million investment in a fresh food processing centre. Sims Trading reported a good result, and in Southern China, the 7-Eleven and supermarket joint ventures have established a sound base for expansion. The operations in Taiwan faced particularly strong competition, and Dairy Farm is responding by positioning Wellcome as a neighbourhood supermarket and by planning to open a first joint venture hypermarket in Taipei with Casino S.A. in 1998. Dairy Farm's Singapore businesses had another good year in 1996.

In Japan, 14 Wellsave stores have been opened, although start-up losses are still being incurred. The company's supermarket interests in Malaysia and Indonesia are being upgraded, and the expansion of its regional drugstore chain is making progress.

Maxim's Caterers, the 50% restaurant associate, produced another excellent result with sales and profit growth well ahead of the industry trend in Hong Kong. Its prospects remain outstanding. The Nestlé Dairy Farm joint venture's results, however, were affected by the start-up costs of new factories in China and Hong Kong.

In the United Kingdom, Kwik Save is undertaking a three year store repositioning programme following a comprehensive review. Simago achieved break-even in Spain following an 11% increase in sales.

Dairy Farm is investing for the future by adapting its mature businesses to meet changing retail environments and by entering new markets in Asia. These steps have had an impact on results, but are creating a sound base for renewed profit growth.

Hongkong Land

Hongkong Land's profit for 1996 was US$432 million, compared with US$415 million in 1995, excluding the effect in both years of Trafalgar House. There was a writeback of US$217 million in 1996 in respect of the disposal of that investment.

The group's Grade A office buildings in Hong Kong's Central business district continued to perform well and saw a substantial appreciation, the total value of the portfolio increasing 27%. Shareholders' funds at the year end were US$9,871 million and net asset value per share was US$3.75, an increase of 32%. Net borrowings at the year end totalled US$358 million which represented 4% of shareholders' funds.

Office rents in Hong Kong stabilized early in 1996 after falling from a peak in mid 1994. Towards the end of the year, there was also increased leasing activity in the Central business district. The group's office and retail portfolio was 97% occupied at the year end.

Competition from new developments is expected in 1998, and there are plans to upgrade the facilities in Hongkong Land's portfolio to meet this challenge.

In Hong Kong the group acquired a site in Quarry Bay, where it is developing a 300,000 sq. ft Grade A office building at a total cost of some US$200 million. A townhouse development in Stanley was also purchased for US$39 million.

The feasibility of redeveloping Swire House, a 427,000 sq. ft commercial property in Hong Kong, is under consideration. The necessary regulatory approvals have been obtained, and a final decision is expected before the end of the year.

The group has entered the Singapore property market by successfully tendering for a site at Marina Square, and the planning of a prime 395,000 sq. ft commercial and retail development is now at an advanced stage. The group is also undertaking two initiatives in the Philippines; a 40% investment in a joint venture with Ayala Land to develop for sale a US$400 million residential complex in the heart of Manila; and a 20% interest in Jardine Land, which is to participate in the expanding middle-income housing market.

Hongkong Land expanded its infrastructure interests in 1996. It is now a 23% shareholder in Asia Container Terminals, which is negotiating to operate two berths at Hong Kong's container port. A 33% shareholding was taken in the newly formed China Water Company, which will participate in water treatment and infrastructure projects in China. In September the company also acquired a 10% interest in a toll road in Indonesia.

Hongkong Land's earnings are expected to be flat in 1997 as a result of the rental reversion cycle. The progress made on expanding its property and infrastructure interests in the Region will, however, provide the foundation for longer-term growth.

Mandarin Oriental

Mandarin Oriental achieved a record profit in 1996 of US$60 million with excellent results from its Hong Kong hotels and a further improvement by Mandarin Oriental, Manila. The opening of two hotels in Hawaii and Surabaya, Indonesia, together with the acquisition of the Hyde Park Hotel, London, were the highlights of the year.

Shareholders' funds in 1996 rose 27% to US$1,261 million, primarily as a result of the revaluation of properties.

Mandarin Oriental's two Hong Kong hotels again benefited from the strength of the Hong Kong hotel market, while both hotels improved their competitive positions within their specific markets. Mandarin Oriental, Manila achieved a record occupancy in 1996, owing to a strengthening economy and successful positioning of the hotel in its market.

The group's existing associate hotels in Southeast Asia overcame increasing competition to show improved profit contribution from all locations except Jakarta. These improvements, however, were offset by the costs incurred to establish Kahala Mandarin Oriental, Hawaii and Hotel Majapahit, Surabaya in Indonesia in their respective markets after their re-opening in early 1996 following extensive renovation.

In November, Mandarin Oriental acquired the Hyde Park Hotel in London for US$143 million. With its prime location in Knightsbridge, this hotel is ideally positioned to take advantage of the strengthening London hotel market and provides the group with an important presence in one of its principal source locations.

Work is progressing towards the opening of the new Mandarin Oriental, Kuala Lumpur at the end of 1997. When fully operational in mid 1998, the 645-room hotel is expected to be a strong competitor in the Kuala Lumpur market.

Throughout the year Mandarin Oriental received noteworthy international awards for quality service, including "Hotel with the Best Staff" at Mandarin Oriental, Hong Kong. Such awards are a testament to the high standards of service achieved by the group.

The current positive trends at the group's Hong Kong and Manila hotels have continued into 1997. With an overall improvement anticipated in the performance of its other Asian hotels and the new London hotel expected to make a positive contribution, the outlook for Mandarin Oriental in 1997 is encouraging.

Cycle & Carriage

Cycle & Carriage produced a good result and reported a net profit for the year of S$200 million, an increase of 10%. Motor earnings rose 15% to S$156 million, while profit from property activities fell 14% to S$39 million. Earnings per share rose 10%.

In 1996, the overall size of the Singapore new car market declined 12%, and earnings from the company's Singapore motor business fell by 15%. Nevertheless, Cycle & Carriage's significant share of the passenger car market remained at over 25%, with good sales of Mercedes-Benz E-Class.

In Malaysia, the 49%-owned Cycle & Carriage Bintang had another successful year, increasing its attributable profit by 34%, as demand for Mercedes-Benz cars remained strong. In Australia, 49%-owned Astre Investments continued its good performance; Hyundai sales exceeded 49,000 units, representing over 10% of the passenger car market, and its other marques also performed well. The group's Thai and Vietnamese operations continued to incur losses, albeit lower than the prior year. Cycle & Carriage is looking to expand further its motor interests in these countries and in other parts of Southeast Asia.

MCL Land (formerly Malayan Credit) recorded a 14% increase in profit largely due to profit recognised on residential developments in Singapore, all of which are fully sold. The contribution from CCL Group Properties fell as a result of delays in the construction of a major project. In Malaysia, the 283,000 sq. ft Weld Tower has been completed in the centre of Kuala Lumpur, and there are already commitments to lease more than 50% of the building.

The group's Guardian pharmacy business in Malaysia is expected to benefit from its recent tie-up with Dairy Farm's Guardian chain in Singapore.

The Singapore car market is expected to see further contraction in 1997 and competition is likely to result in further pressure on margins. In Malaysia and Australasia, growth is anticipated, but at slower rates than in recent years. Returns from property development should improve in 1997, and overall the result for the year is expected to be satisfactory.

Other Interests

Neighbourhood Stores, which operates the 7-Eleven convenience store chain in the United Kingdom, recorded disappointing results in the face of intense competition. The financial services group in the United Kingdom was restructured during the year to provide a platform for future growth.





















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