Jardine Strategic Holdings Limited

To: Business Editor

For immediate release

SHARE REPURCHASE PROGRAMME EXTENDED WITH
BONUS ISSUE OF PUT WARRANTS

20th March 1997 - Jardine Strategic Holdings Limited today announced an extension of its share repurchase programme with a proposed Bonus Issue of Put Warrants to its Ordinary Shareholders.

The key features of the Bonus Issue are:

• Put Warrants will be issued on the basis of one Put Warrant for every twenty Ordinary Shares to Ordinary Shareholders on the register as at 18th March 1997.

• They will each carry the right to sell one Ordinary Share back to the Company on 7th July 1997 at a price of US$3.80 per share, being a premium of 15% over the average middle market closing price of an Ordinary Share for the 30 business days ending on 18th March 1997.

• Exercise of all the Put Warrants would result in the Company repurchasing 5% of its issued Ordinary Share capital (excluding own shares held).

• Exercise of all the Put Warrants would increase fully-diluted NAV by 1.4% and fully-diluted earnings per Ordinary Share for 1996 by some 2%.

• SBC Warburg will make a Cash Offer to eligible Ordinary Shareholders, enabling them to elect to receive a cash payment for their entitlement to Put Warrants. The Cash Offer price will depend on the average Jardine Strategic share price following Shareholder approval of the Bonus Issue at a Special General Meeting to be held on 7th April 1997.

• Jardine Matheson intends to retain its ordinary shareholding in full, and will accept the SBC Warburg Cash Offer in respect of its allocation of Put Warrants.

Ordinary Shareholders will be able to benefit from the Bonus Issue both through the sale or the exercise of their Put Warrants and through the expected increase in underlying value of their remaining shareholding following the share repurchase.

Further details of the Bonus Issue of Put Warrants

The Put Warrants will be issued on the following basis:

       For Every 20 Ordinary Shares         1 Put Warrant

Each Put Warrant will entitle the holder to sell one Ordinary Share back to the Company at a price of US$3.80 on 7th July 1997. The Put Warrants are transferable and application has been made for them to be admitted to listing on the London Stock Exchange and on the Stock Exchange of Singapore. Trading in the Put Warrants on the London Stock Exchange is expected to begin on 8th April 1997 and on the Stock Exchange of Singapore on 9th April 1997.

The Bonus Issue does not affect the terms of the Company's convertible preference shares or of its Call Warrants.

A Circular setting out full details of the Bonus Issue will be sent to Shareholders on 21st March 1997.

The Company has been advised in relation to the Bonus Issue by SBC Warburg. Cazenove & Co is acting as the Company's broker.

The SBC Warburg Cash Offer

For those eligible Ordinary Shareholders who wish to receive cash instead of some or all of their Put Warrants, SBC Warburg is making a Cash Offer. The price which SBC Warburg will pay for the Put Warrants will be calculated by determining a Reference Price for Jardine Strategic Ordinary Shares for the period from 8th to 11th April 1997. Cheques for the proceeds of the Cash Offer are expected to be posted to Shareholders no later than 22nd April 1997.

Reasons for the Bonus Issue

The Directors have previously stated their view that share repurchases may, depending upon market conditions and funding arrangements, enhance the Company's net asset value and earnings per share. Accordingly, at the Company's Annual General Meeting in 1996, the Shareholders renewed the Directors' authority to repurchase up to 15% of the Company's issued Ordinary Share capital, and the Company subsequently announced a share repurchase programme. Since then, the Company has repurchased approximately 1.6% of its issued share capital, at an average price of US$3.54 per share.

As at 7th March 1997, the Company's fully-diluted net asset value per share (based on the market value of the Company's holdings) was US$5.58. On 7th March 1997, the middle market price of an Ordinary Share was US$3.27, representing a discount of approximately 41% to net asset value per Ordinary Share. The Directors consider that, in the present circumstances, the repurchase of a further significant number of Ordinary Shares would benefit both the Company and its Shareholders.

Benefits to Shareholders

The Bonus Issue has been structured so that all Shareholders may benefit from it:

• Shareholders may exercise some or all of their Put Warrants on 7th July 1997. Following exercise, they will receive US$3.80 per Ordinary Share, being a premium of approximately 15% over the average middle market closing price of an Ordinary Share for the 30 business days ending on 18th March 1997.

• Shareholders who do not wish to sell any Ordinary Shares back to the Company may also benefit from the Bonus Issue by selling their Put Warrants (under the SBC Warburg Cash Offer or in the market). Shareholders who take no action to take up their Put Warrants or accept the SBC Warburg Cash Offer, or who do not qualify for the Bonus Issue, will have their Put Warrants sold by auction on their behalf.

• Shareholders may also benefit from the Bonus Issue, whether or not they receive, exercise or sell Put Warrants, to the extent of any increase in net assets or earnings per Ordinary Share.

Benefits to Jardine Strategic and Financial Effects

On exercise in full of the Put Warrants, Jardine Strategic would repurchase some 49.3 million Ordinary Shares, representing 5% of its issued Ordinary Share capital (excluding own shares held).

If the Company had repurchased the Ordinary Shares at US$3.80 per share on 7th March 1997, the Company's fully-diluted net asset value as at 7th March 1997 would have been increased by 1.4% from US$5.58 per Ordinary Share to US$5.66 per Ordinary Share. If the Company had repurchased the Ordinary Shares at US$3.80 per share on 1st January 1996, the Company's fully-diluted earnings per Ordinary Share for the year ended 31st December 1996 would have been increased by 2.1% from US¢33.84 per Ordinary Share to US¢34.54 per Ordinary Share.

In view of the expected increases in net asset value and earnings per share, as described above, the Directors believe the Bonus Issue to be in the interests of the Company, notwithstanding that the Put Warrant exercise price is at a premium to the market price of Jardine Strategic Ordinary Shares.

The Auction

There will be an auction of the Put Warrants which Shareholders do not elect to take up or to sell to SBC Warburg under its Cash Offer. The Auction will be conducted by SBC Warburg on the Company's behalf on 14th and 15th April 1997. The Auction price will depend upon market conditions prevailing on the date of the Auction. The Auction proceeds are expected to be posted to Shareholders by 22nd April 1997.

Jardine Matheson Holdings Limited and Wyndham Holdings Inc.

Jardine Matheson, which holds some 56% of the Ordinary Shares of Jardine Strategic, will vote in favour of the Bonus Issue. Jardine Matheson also intends to retain all of its Ordinary Shares and will therefore accept the SBC Warburg Cash Offer in respect of its allocation of Put Warrants.

Wyndham Holdings Inc., a wholly owned subsidiary of the Company, will not receive Put Warrants or otherwise participate in the Bonus Issue in respect of its 58,668,502 Ordinary Shares (which represent the Company's own shares held).

Special General Meeting

A Special General Meeting of the Company has been convened for the purpose of considering a resolution to approve the Bonus Issue. This meeting is to be held in the Bermuda Room, Princess Hotel, 76 Pitts Bay Road, Hamilton, Bermuda at 9:00 am (Bermuda time) on 7th April 1997 and notice is set out in the Circular to Shareholders.

For further information, please contact:

Jardine Matheson Limited C I Cowan	Tel: (852) 2843 8216
Ludgate Asia Limited Martin Spurrier	Tel: (852) 2543 5413

This announcement can be accessed through the Internet at "http://www.irasia.com/listco/sg/jsh" and is also available through "First Call".

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