Jardine Strategic Holdings Limited

To : Business Editor

For immediate release

Mandatory Takeover Offer for Cycle & Carriage Limited

22nd November 2000 -- Jardine Strategic Holdings Limited today announced that its interests, and those of the parties acting in concert with it, in Cycle & Carriage Limited ("C&C") had exceeded 25% of C&C's issued share capital. In accordance with applicable rules on takeovers and mergers in Singapore, Jardine Strategic's wholly-owned subsidiary JSH Singapore Investments Limited ("JSH Singapore") will make a mandatory takeover offer (the "Offer") for all the ordinary shares in C&C not already owned, controlled or agreed to be acquired by JSH Singapore or any party acting in concert with it (including Jardine Strategic).

As at the date of this Announcement, JSH Singapore and the parties acting in concert with it, own, control or have agreed to acquire an aggregate of 58,715,378 ordinary shares of S$1.00 each in C&C, representing approximately 25.09% of the issued share capital of C&C.

The Offer is being made solely to comply with Singapore regulatory requirements. It is not the objective of Jardine Strategic or parties acting in concert with it to acquire control of C&C. Jardine Strategic believes that the current share price of C&C is sufficiently attractive for Jardine Strategic and parties acting in concert with it to increase their aggregate shareholdings to above 25 per cent. of the issued share capital of C&C, notwithstanding that this has resulted in the obligation to make a take-over offer.

The full text of the announcement released on the Singapore Stock Exchange, where C&C has a primary listing, is attached.

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 (50%), Dairy Farm (59%), Hongkong Land (35%), Mandarin Oriental (61%) and Cycle & Carriage (25%).

For further information, please contact:

Jardine Matheson Limited
Neil M McNamara	(852) 2843 8227
Golin/Harris Forrest
Sue Gourlay	(852) 2501 7936
David Dodwell	(852) 2501 7902

Introduction

UBS AG, Singapore branch, acting through its business group UBS Warburg ("UBS Warburg") wishes to announce, for and on behalf of JSH Singapore Investments Limited (the "Offeror"), that the Offeror and Jardine Strategic Singapore Pte Limited, both of which are wholly-owned subsidiaries of Jardine Strategic Holdings Limited ("JSH"), have acquired or agreed to acquire an aggregate of 1,087,000 ordinary shares of S$1.00 each ("Shares") in the capital of Cycle & Carriage Limited (the "Company"). The 1,087,000 Shares were acquired at prices ranging between S$3.26 and S$3.30 in cash for each Share during the 12-month period immediately preceding the date of this Announcement.

As at the date of this Announcement, the Offeror and parties acting in concert with it own, control or have agreed to acquire an aggregate of 58,715,378 Shares (including the 1,087,000 Shares referred to above), representing approximately 25.09 per cent. of the issued share capital of the Company.

Announcement of Offer

In accordance with Section 213 of the Companies Act, Chapter 50 of Singapore (the "Companies Act") and Rule 33 of The Singapore Code on Take-overs and Mergers, 1985 (the "Code"), UBS Warburg wishes to announce, for and on behalf of the Offeror, that the Offeror will make a conditional take-over offer (the "Offer") for all the Shares not already owned, controlled or agreed to be acquired by the Offeror or any party acting in concert with it (the "Offer Shares") on the following basis:-

For each Offer Share       :       S$3.30 in cash

Each Offer Share will be acquired free from all liens, charges and other encumbrances and together with all rights attached thereto as at date of this Announcement and hereafter attaching thereto, including the right to all dividends, rights and other distributions (if any) declared, paid or made thereon hereafter (including any dividend which may be declared, paid or made by the Company in respect of the financial year ending 31st December, 2000).

In the event that the Offer becomes or is declared to be unconditional, the cash consideration to which holders of Offer Shares are entitled will be despatched as soon as practicable, and in any case no later than 21 days after the Offer becomes or is declared unconditional or 21 days after receipt of valid acceptances where such acceptances were tendered after the Offer has become or been declared unconditional.

The Offer is being made solely to comply with Section 213 of the Companies Act and Rule 33 of the Code. It is not the objective of the Offeror or parties acting in concert with it to acquire control of the Company. The Offeror believes that the current share price of the Company is sufficiently attractive for the Offeror and parties acting in concert with it to increase their aggregate shareholdings in the Company to above 25 per cent. of the issued share capital of the Company, notwithstanding that this has resulted in the Offeror incurring an obligation to make a take-over offer for the Company pursuant to Section 213 of the Companies Act and Rule 33 of the Code.

The Offeror has no present intention of extending or revising the Offer.

Employee Share Options

The Offer will be extended to holders of options granted under the Company's Share Option Scheme (the "Employee Options") for any Shares which are allotted and issued pursuant to the valid exercise of such Employee Options while the Offer remains open for acceptance.

Condition to Offer

The Offer shall be conditional upon the Offeror having received, by the close of the Offer, acceptances in respect of such number of Offer Shares which, when taken together with the Shares owned, controlled or agreed to be acquired by the Offeror or any party acting in concert with it (either before or during the Offer), will result in the Offeror and any party acting in concert with it holding such number of Shares carrying more than 50 per cent. of the voting rights attributable to the issued share capital of the Company as at the close of the Offer (including any voting rights attributable to Shares issued or to be issued pursuant to the valid exercise of the Employee Options at or prior to the close of the Offer).

The Offer will, therefore, not become or be capable of being declared unconditional until the close of the Offer unless at any time prior to the close of the Offer, the number of Shares owned, controlled or agreed to be acquired by the Offeror or any party acting in concert with it (either before or during the Offer), when taken together with the number of Shares represented by valid acceptances received pursuant to the Offer, exceeds 50 per cent. of the maximum potential issued share capital of the Company. For these purposes, the "maximum potential issued share capital of the Company" means the total number of Shares which would be in issue had all the Employee Options been validly exercised as at the date of such declaration.

The Offeror

The Offeror was incorporated in the British Virgin Islands on 10th November, 2000 and is a wholly-owned subsidiary of JSH. It currently has an issued and fully paid-up share capital of US$1.00 consisting of one share of US$1.00. The principal activity of the Offeror is that of investment holding.

JSH, the Offeror's parent, is a holding company with its principal interests in Jardine Matheson Holdings Limited, Dairy Farm International Holdings Limited, Hongkong Land Holdings Limited, Mandarin Oriental International Limited and the Offeree. Its policy is to hold strategic stakes in multinational businesses, particularly those with an Asian focus, and to support their expansion.

The Company

The Company has two core businesses: motor vehicle distribution and retail, and property investment and development.

The Company's motor vehicle distribution and retail business is principally based in Singapore, with significant operations in Malaysia, Australia and New Zealand. In Singapore, the Company distributes primarily Mercedes-Benz, Mitsubishi, Proton and Kia passenger cars as well as commercial vehicles through a network of retail dealerships. The Company also runs service centres in Singapore, where it provides after-sales services for the vehicles that it sells. The Company has reached an agreement with DaimlerChrysler AG to become the exclusive Mercedes-Benz dealer in Singapore from January 2001. As part of this agreement, Daimler Chrysler AG will, from the same date, take over the Singapore Mercedes-Benz wholesale and distribution operations that the Company undertakes.

The Company is also involved in motor vehicle assembly, primarily through its 31 per cent. investment in PT Astra International Tbk ("Astra") which was completed in March 2000. The Company acquired its stake as part of a consortium that acquired an initial 41 per cent. stake in Astra from the Indonesian government. Astra is one of Indonesia's largest conglomerates and makes passenger and commercial vehicles for Toyota, cars for Daihatsu, Isuzu, BMW and Peugeot and motorcycles for Honda. Astra also sells cars through a network of retail dealerships in Indonesia and exports motor vehicles to South Africa and Southeast Asia. Astra also has interests in financial services, heavy machinery, information technology and agribusiness.

The Company is also involved in property investment and development, primarily in Singapore and Malaysia. This business is a relatively small contributor to turnover compared to the Company's motor vehicle operations.

As at 31st December, 1999 the Company had net assets of S$1,631.4 million (S$1,038.5 million as at 30th June, 2000) and for the year ended 31st December, 1999 the Company's profit after taxation was S$129.9 million.

Reasons for the Offer

The Offer is being made solely to comply with Section 213 of the Companies Act and Rule 33 of the Code. It is not the objective of the Offeror or parties acting in concert with it to acquire control the Company. The Offeror believes that the current share price of the Company is sufficiently attractive for the Offeror and parties acting in concert with it to increase their aggregate shareholdings in the Company to above 25 per cent. of the issued share capital of the Company, notwithstanding that this has resulted in the Offeror incurring an obligation to make a take-over offer for the Company pursuant to Section 213 of the Companies Act and Rule 33 of the Code.

The Offeror's intended strategy is to enhance value for its shareholders over time by increasing its focus on its core business activities. The Offeror has therefore decided to increase its shareholding in the Company, providing it with greater exposure to the Company's activities of motor vehicle retailing and distribution and property investment and development in the Asia Pacific region.

Dealings in Shares

Save as disclosed in this Announcement, neither the Offeror nor any party acting in concert with it (1) owns, controls or has agreed to acquire any Shares or (2) has dealt for value in any Shares during the 12-month period immediately preceding the date of this Announcement.

Offer Document

A formal document (the "Offer Document") containing the terms and conditions of the Offer, and enclosing the appropriate form(s) of acceptance of the Offer, will be despatched to the shareholders of the Company within 28 days of the date of this Announcement.

Confirmation of Financial Resources

UBS Warburg, as financial adviser to the Offeror, confirms that sufficient financial resources are available to the Offeror to satisfy full acceptance of the Offer.

Possible Offer for MCL Land Limited

Subject to the Offer becoming unconditional, the Offeror will, pursuant to Rule 33 of the Code and Practice Note No. 12 to the Code, make an unconditional take-over offer (the "MCL Offer") for all the issued ordinary shares of S$1.00 each in the capital of MCL Land Limited other than those already owned by the Company and its subsidiaries (the "MCL Shares").

Neither the Offeror nor any party acting in concert with it has acquired any MCL Shares during the 12-month period immediately preceding the date of this Announcement. Accordingly, the offer price for the MCL Shares pursuant to the possible MCL Offer, if and when it is made, will be as determined by the Securities Industry Council (the "SIC"). The offer price for the MCL Shares will be specified in the announcement of the MCL Offer, which will be made in the event that the Offer becomes unconditional.

Responsibility Statement

The Directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.

Issued by
UBS AG, SINGAPORE BRANCH
acting through its business group UBS Warburg

For and on behalf of
JSH SINGAPORE INVESTMENTS LIMITED

22nd November, 2000
Singapore

Any inquiries relating to this Announcement or the Offer should be directed to one of the following individuals:-

Neil McNamara
Group Corporate Secretary
Jardine Matheson Limited
+852 2843 8227

Mark Dowie
UBS Warburg Hong Kong
+852 2971 8728

Andrea Muller
UBS Warburg Singapore
+65 836 5756

APPENDIX

The details of the dealings in the Shares by the Offeror and Jardine Strategic Singapore Pte Limited during the 12-month period immediately preceding the date of this Announcement are set out in this paragraph. On 7th November, 2000, 163,000 Shares, 108,000 Shares and 178,000 Shares were acquired at prices of S$3.26, S$3.28 and S$3.30, respectively, in cash for each Share. On 8th November, 2000, 351,000 Shares were acquired at a price of S$3.30 in cash for each Share. On 9th November, 2000, 50,000 Shares were acquired at a price of S$3.30 in cash for each Share. On 22nd November, 2000, 19,000 Shares, 205,000 Shares and 13,000 Shares were acquired at prices of S$3.26, S$3.28 and S$3.30, respectively, in cash for each Share.

The details of the dealings in the Shares by a director of certain related corporations of JSH, who is deemed to be acting in concert with the Offeror in connection with the Offer, during the 12-month period immediately preceding the date of this Announcement are set out in this paragraph. On 4th January, 2000, 5,000 Shares were acquired at a price of S$5.10 in cash for each Share. On 5th January, 2000, 3,000 Shares were acquired at a price of S$4.86 in cash for each Share. On 15th May, 2000, 2,000 Shares were acquired at a price of S$4.86 in cash for each Share. On 17th May, 2000, 2,000 Shares were acquired at a price of S$4.70 in cash for each Share. The SIC has confirmed that the dealings referred to in this paragraph need not be taken into account in determining the offer price for the Offer Shares.

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