| To: Business Editor | For immediate release |
JARDINE MATHESON GROUP INCREASES STAKE IN ROBERT FLEMING IN EXCHANGE FOR INTEREST IN JARDINE FLEMING
3rd December 1998 -- Jardine Matheson Holdings Limited today announced that agreement had been reached with Robert Fleming Holdings Limited for the exchange of its 50% interest in Jardine Fleming Group Limited for shares in Robert Fleming Holdings Limited and up to £40 million (US$66 million) in cash.
Jardine Fleming was established in Hong Kong in 1970 by Jardine Matheson and Robert Fleming, since when it has developed into one of Asia's leading investment banks, with an unrivalled network of offices in the region. The joint venture's shareholders and management now believe that the globalisation of the financial services industry means that the next phase of its development can best be achieved in a unified ownership structure within the Robert Fleming group. The merger will make it easier for the combined group to achieve the efficiency and international reach required by clients in today's increasingly competitive markets.
The business will continue to operate as Jardine Fleming in the Asia-Pacific Region, based in Hong Kong, underlining the focus on strong Asian relationships which is the hallmark of the Jardine Fleming franchise.
Commenting on the transaction, Jardine Matheson Managing Director, Alasdair Morrison said, "We are delighted to be strengthening our long-standing relationship with Robert Fleming. The merger of Jardine Fleming into Robert Fleming is the logical strategic move in today's global financial markets. The Group's interest in Robert Fleming will provide us with an ongoing exposure to Asian financial markets, and we shall continue to play a supportive role in Jardine Fleming's further development in the Asia-Pacific Region."
In exchange for its interest in Jardine Fleming, Jardine Matheson will receive 18.6 million new ordinary shares in Robert Fleming representing some 10.7% of its enlarged issued share capital together with up to £40 million (US$66 million) in cash. It is the Company's intention to retain these shares and to seek to acquire up to a further five million shares in Robert Fleming. The Jardine Matheson Group's shareholding, including a 4.5% interest currently held by Jardine Strategic Holdings Limited, would then increase to up to 17% of Robert Fleming's enlarged share capital.
The proposed transaction remains subject to completion and to Robert Fleming shareholders passing a resolution to increase its authorised share capital and to authorise its directors to allot its shares as well as the receipt of the necessary regulatory and other consents. It is expected that completion will take place in early 1999.
Following completion Rodney Leach, a director of Jardine Matheson, will join Henry Keswick on the board of Robert Fleming.
Jardine Fleming has operations in 15 countries in the Asia-Pacific Region, seats on 20 stock exchanges and some US$19.7 billion in funds under management. Its net assets as at 31st December 1997 were US$486 million and its profit before tax for the year was US$41.4 million.
Robert Fleming is an international asset management and investment banking group operating in 44 countries. Through Robert Fleming in Europe and the Americas, and through Jardine Fleming in Asia-Pacific and Fleming Martin in Africa, the group services an international client base that includes major companies, governments, institutional investors, central banks and private individuals. Robert Fleming's net assets as at 31st March 1998 were £841 million and its profit before tax for the year was £136.1 million. Its global asset management business currently manages £63 billion on behalf of institutional and private investors around the world. The group provides a range of investment banking, corporate finance, capital markets and banking services.
Jardine Matheson is a multinational group of eight core businesses focused primarily on Asia. Its operations employ some 175,000 people and its activities include financial services, supermarkets, consumer marketing, engineering and construction, motor trading, property and hotels.
Issued by Ludgate Asia Limited on behalf of Jardine Matheson Limited. For further information, please contact:
| Jardine Matheson Limited A G Morrison | Tel: (852) 2843 8222 (office) |
Full text of this announcement can be accessed through the Internet at "http://www.irasia.com/listco/sg/jm1". It is also available through "First Call".
Robert Fleming ("Flemings")
With origins dating back to 1873, Flemings is an international asset management and investment banking group with a network of offices in 44 countries around the world. Flemings is privately owned.
Asset Management
Flemings manages £63 billion on behalf of 1.5 million private and institutional investors around the world. The group is a leading fund manager in the United Kingdom with £26 billion invested on behalf of institutions and over 500,000 private investors. In the United States, Rowe Price-Fleming International, a joint venture with T Rowe Price, manages £20 billion on behalf of institutions and private investors investing in international equities. In Asia, Jardine Fleming is one of the leading international fund managers investing and managing portfolios on behalf of institutions and private investors. In continental Europe, Flemings is one of the largest players in the pan-European mutual funds sector with a distribution network that encompasses more than 14 countries.
Investment Banking
The group has one of the world's largest equity research and distributions networks with over 300 analysts covering more than 3,200 stocks.
Through Robert Fleming in emerging Europe and Latin America, Jardine Fleming in Asia and Fleming Martin in Africa, Flemings is one of the world's leading players in emerging markets covering over 2,500 stocks. In the last twelve months, for example, the group has won over 40 Number One rankings for its regional, sectoral and country research in emerging markets. Additions to the research network this year include the group's acquisition of UCB Capital, a leading Russian securities firm, and Banco Graphus, a Brazilian investment banking group.
In continental Europe and the United Kingdom, Flemings covers around 700 stocks and all the main markets, including France, Germany, Italy, the United Kingdom and Spain. The coverage of developed Europe has also been complemented by the strengthening of the research coverage in Eastern Europe, particularly Poland, Hungary, Russia and the Czech Republic.
Flemings' global corporate finance business has operations in the United Kingdom, Asia, continental Europe, southern Africa, Australia and Latin America. In the last financial year, the group advised on a range of domestic and international transactions, including 40 cross-border transactions. Notable recent transactions included sponsoring the FTSE-100 listing of Billiton plc; the restructuring of the French operations of Northern Telecom and the acquisition by The Boots Company plc of Hermal Kurt Herrmann oHG, the leading German medical skincare company, from Merck KGaA.
Capital Markets assists companies around the world to raise capital from both institutions and private investors. In the last financial year, Flemings assisted companies to raise £29 billion of new capital through equity or equity-linked issues. The group is the leading player in the issuance of Global Depository Receipts, the main equity proxy in emerging markets and has a track record of leading new issues from the major companies in Asia and Africa. It has also been involved in some of the main recent equity offerings in the United Kingdom, including the £950 million international equity offering on behalf of Billiton and, in 1996, the £526 million offering of shares in Sun Life and Provincial Holdings, the leading British insurance company.
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