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Jardine Matheson Holdings Limited


To : Business Editor For immediate release

JARDINE MATHESON INSURANCE BROKING SUBSIDIARY TO MERGE

16th December 1996 -- Jardine Matheson Holdings Limited today confirmed that its 60% held insurance broking subsidiary, JIB Group plc, is to merge with Lloyd Thompson Group plc. The merged company will be called Jardine Lloyd Thompson Group plc.

Jardine Matheson supports the proposed merger, which brings together complementary strengths and responds positively to the need for consolidation in the insurance broking industry. The combined businesses will be more competitive than either company on its own and better placed to serve the increasingly sophisticated requirements of their clients.

On completion of the merger, Jardine Matheson will have a 34% interest in the enlarged group, which it intends to hold for the long term. The merger is not expected to have a material effect on Jardine Matheson's earnings in the short term.

Commenting on the proposed merger, Jardine Matheson Managing Director, Alasdair Morrison, said: "We welcome the merger of these two quality businesses. JIB and Lloyd Thompson have developed strong, profitable and focused operations, and the new group will be well placed to capitalize on the leadership positions which have been achieved in each of their chosen markets."

"Lloyd Thompson's highly rated skills in the London market will give impetus to the new group's UK business. The merger will also strengthen the complementary reinsurance activities. Cost savings are expected as a result of the merger."

"JIB has built on its unique position in the Asia-Pacific Region, benefiting from its relationship with the Jardine Matheson Group. The potential of Jardine Lloyd Thompson's international operations will be enhanced by its continued expansion in the Region's growing markets."

Emphasising that the transaction represents a merger of equals, Mr Morrison added: "The new board will consist of equal numbers from both sides, with John Barton, the current CEO of JIB becoming full-time Chairman of Jardine Lloyd Thompson, and Ken Carter of Lloyd Thompson taking on the position of Group CEO."

- end -

For further information please contact:



Jardine Matheson Limited
Neil McNamara
Tel: (852) 2843 8227 (office)
Ludgate Asia Limited
Martin Spurrier
Tel: (852) 2543 5413 (office)


NOTES TO EDITORS

JIB Group acts as wholesale, retail and reinsurance brokers. It was floated on the London Stock Exchange in 1991 and is currently capitalised at £141.5 million. It employs some 3,500 people in over 80 offices worldwide with a strong presence in the Asia-Pacific Region.

Lloyd Thompson is a London listed insurance broking group primarily involved in the London market, wholesale and reinsurance broking business. Lloyd Thompson has a strong position in this sector of the London market, and reported pretax profits (before exceptional items) of £21.6 million for the year ended 30th June 1996 on turnover of £48.4 million. The group is based in London, with subsidiary and associated companies in Bermuda and Cyprus, and currently employs 350 people.

The merger will be achieved by the offering of four new Lloyd Thompson shares for every five JIB shares held. Upon the merger becoming effective, JIB shareholders will hold approximately 57% and Lloyd Thompson shareholders approximately 43% of the share capital of Jardine Lloyd Thompson. On the basis of the price of Lloyd Thompson shares at the close of business on Friday 13th December 1996, Jardine Lloyd Thompson would have a proforma market capitalisation of £304 million as at that date (after adjusting for a special dividend payable to Lloyd Thompson shareholders).

Following the merger, it is intended that Jardine Lloyd Thompson will be organised into five operating units, as follows:

The Jardine Matheson Group, which is managed from Hong Kong, has interests in over 30 countries, employing over 200,000 people in subsidiary undertakings and associates. The Group's businesses are located principally in the Asia-Pacific Region, but it also has operations in the United Kingdom, Continental Europe and the United States. As well as insurance broking, its interests cover an extensive range of activities including retailing and distribution, financial services, property, hotels and engineering and construction. The parent company, Jardine Matheson Holdings Limited, is incorporated in Bermuda, listed in London, Singapore, Australia and Bermuda, and has a sponsored American Depositary Receipt programme.


Source: Jardine Matheson Holdings Limited
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