To: Business Editor 29th February 2000 For immediate release The following announcement was today issued to the London Stock Exchange. JARDINE MATHESON HOLDINGS LIMITED 1999 PRELIMINARY ANNOUNCEMENT OF RESULTS Improving trend in Asian markets Dairy Farm and Jardine International Motors performance impacts results Good performance from Robert Fleming Strong cash flows support continued investment in core businesses Results Year ended 31st December 1999 1998 Change US$m US$m % Revenue 10,675 11,244 –5 Net profit excluding non-recurring items 176 191 –8 Net profit 207 51 +311 US¢ US¢ % Earnings per share 34.26 8.49 +304 Earnings per share excluding non-recurring items 29.07 32.11 –9 Dividends per share 25.00 21.60 +16 “I am confident that the Jardine Matheson Group has the skills and strategy to compete successfully in its changing marketplace and that we will see continued opportunities for growth in our core businesses.” Henry Keswick, Chairman “An increasing sense of optimism is evident in Asia. In particular, the financial markets have rebounded strongly, and commercial property values and rentals in Hong Kong are beginning to recover. Despite these improvements, consumer spending remains fragile and this will be a key issue in the performance of the Group in the short term. “Considerable progress has been made in the reshaping of Jardines and the building of our businesses into strong and profitable market leaders. From this excellent foundation we shall take the Group forward into the next phase of its development.” Percy Weatherall, Managing Director 29th February 2000 The final dividend of US¢17.20 per share will be payable on 7th June 2000, subject to approval at the Annual General Meeting to be held on 1st June 2000, to shareholders on the register of members at the close of business on 24th March 2000 and will be available in cash with a scrip alternative. The ex-dividend date will be on 22nd March 2000, and the share registers will be closed from 27th to 31st March 2000, inclusive. - more - Page 2 JARDINE MATHESON HOLDINGS LIMITED PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31ST DECEMBER 1999 PERFORMANCE Jardine Matheson Holdings Limited today announced that the improving trend the Group saw in Asian markets in the first half of 1999 continued for the remainder of the year. As expected, however, this improvement was not sufficiently broadly-based to support a return to profit growth in 1999, and the underlying profit for the year fell slightly to US$176 million, a decline of 8%. This result reflected competitive market conditions and disappointing performance in the Group’s Dairy Farm businesses in Hong Kong and Australia and in the UK motors business, in addition to the effect of negative rent reversions in Hongkong Land. However, buoyant financial markets, especially in Asia, led to a much improved result from Robert Fleming, while the Group’s strategy of greater focus at Jardine Pacific began to show positive results. Including non-recurring items, net profit increased substantially to US$207 million, as the Group achieved good profits on the sale of Central Registration and Matheson Investment and did not suffer from the level of provisions required in 1998 for asset impairment or reduction in valuation. Earnings per share were US¢34.26 compared with US¢8.49 in 1998. Excluding non- recurring items, earnings per share declined by 9%. Net asset value per share benefited from the firming of the Hong Kong property market and rose 5% to US$5.09. The Board is recommending an increased final dividend of US¢17.20 per share, which, together with the interim dividend of US¢7.80 per share, gives a dividend for the full year of US¢25.00 per share compared with US¢21.60 in 1998. - more - Page 3 DEVELOPMENTS The intrinsic financial strength of the Group is reflected in the continuing high level of cash flow from operating activities. This enabled it to pursue two key objectives. It strengthened its core businesses through complementary acquisitions and by continued investment in upgrading its infrastructure. At the same time the Group has increased its ownership in a number of these businesses. While the Group’s operations will continue to benefit from the long-standing reputation and relationships which it enjoys in Asia Pacific, it is also measuring and rewarding more efficient use of capital, divesting non-core activities and reducing costs wherever possible to ensure its long term competitiveness and to enhance shareholder value. LOOKING AHEAD In conclusion, Henry Keswick said, “The overall mood in our markets in Asia is one of greater optimism than we have seen for a number of years. There are signs that the Asian consumer is regaining confidence, although we will have to wait for the second half of 2000 to see if this is sustained. Looking forward, the environment in which we operate presents new competitive challenges and is likely to be shaped by further advances in technology. I am confident that the Jardine Matheson Group has the skills and strategy to compete successfully in this changing marketplace and that we will see continued opportunities for growth in our core businesses.” - more - Page 4 MANAGING DIRECTOR’S REVIEW The process of reshaping the Jardine Matheson Group advanced steadily in 1999. While remaining a diversified Group, the focus continues to be narrowed onto businesses where profitable leadership can be achieved in clearly defined market areas. At the same time, our centre of gravity remains in the Asia-Pacific region, where each business is able to benefit from the weight and reach of the wider Jardine Matheson Group. As the Group’s businesses are adapted to today’s rapidly changing environment, we are driven by five key objectives: Developing our Core Businesses Creating Shareholder Value Commitment to Financial Strength Harnessing Technology Having the Right People Developing our Core Businesses The reshaping of Jardines has involved the restructuring of the business portfolio to concentrate on larger operations with good growth potential, primarily in Asia Pacific. The need for this was intensified by the fundamental shift in the business environment caused by the trends towards globalisation and, more recently, the growth of e-business. Matheson Investment in the UK and Jardine Pacific’s stake in Central Registration in Hong Kong were sold in 1999. These were two businesses where there was little prospect for material growth as stand-alone operations, but where value was delivered for shareholders upon disposal. The Jardine Pacific group will continue to pursue its strategy of building fewer, larger businesses that have the potential to be market leaders. Acquisitions were made to expand several of the Group’s core businesses. Dairy Farm acquired Giant and Tops supermarkets in Malaysia and Singapore and JOS Technology enlarged its business in Southeast Asia. - more - Page 5 Mandarin Oriental, already recognised as one of Asia’s top luxury hotel groups, has also expanded as it rises to the challenge of globalisation. Mandarin Oriental has set out its vision of doubling rooms under management to 10,000 in major business centres and key leisure destinations. Plans have been announced for a 250-room Mandarin Oriental New York to open in 2003. The group has launched a US$150 million rights issue of shares and convertible bonds to enable it to pursue further expansion opportunities, including the possible acquisition of The Rafael Group. As the natural evolution of a highly-successful 30-year relationship, Jardine Fleming was consolidated into Robert Fleming. The new global business continues to trade in Asia under the Jardine Fleming name to leverage the considerable value in that brand. This restructuring was in response to clients’ needs for an integrated, global approach to financial services and advice. Over recent years the Group has also restructured the majority of its more traditional distribution businesses. The most significant of these is the current renegotiation by Jardine International Motors of its distribution arrangements for Mercedes-Benz vehicles in Hong Kong. While Jardine International Motors’ unique expertise in this sector will ensure the continuation of a profitable business, returns will inevitably be reduced. Cycle & Carriage, which had a similar distribution arrangement in Singapore, has already finalised new terms with DaimlerChrysler. Creating Shareholder Value Last year the introduction of value added measurement tools was reported on. The implementation of this programme has helped the Group’s managers to focus on the true cost of capital so as to achieve the returns necessary to create shareholder value. In order to optimise resources, reduce costs and allow businesses to concentrate on their core skills, a number of shared services initiatives have been implemented. The first of these was the creation of OneResource Group, a joint venture between Dairy Farm and Ernst & Young, to combine the back office functions of Dairy Farm’s Hong Kong operations. Similar initiatives are being taken by Dairy Farm in Australia and Jardine International Motors in the UK. - more - Page 6 Elsewhere, the drive for efficiency was demonstrated by the further de-layering of management at Jardine Pacific. This has enabled central overheads to be reduced and the support functions to be combined with Jardine Matheson. Commitment to Financial Strength Throughout this period of change, the Group has retained its commitment to financial strength. The strong cash flows have supported a continued high level of investment in the businesses, while maintaining a prudent gearing level of 14%. Capital expenditure to strengthen existing businesses totalled some US$383 million in 1999, excluding the expenditure on Y2K remediation. Investment to expand the businesses amounted to some US$225 million, and the Group’s interests in Jardine Strategic, Dairy Farm, Hongkong Land and Mandarin Oriental were also increased. Each of the Group’s businesses is structured to ensure that its funding matches its strategic goals but that it nevertheless operates with an efficient capital base. As part of this process, Dairy Farm returned some US$180 million to shareholders by way of a special dividend in the second half of 1999, while Mandarin Oriental is raising funds through its rights issue. Harnessing Technology Developments in technology are driving rapid change in business worldwide. The Group is working to ensure that each of its businesses is positioned to exploit the benefits of the internet and e-business. There are a wide range of e-business initiatives in train across the Group designed to increase revenues, improve customer service and rationalise cost structures. Dairy Farm, the leading food retailer in the Asia-Pacific region, has already introduced internet shopping in Hong Kong, New Zealand and Singapore. Jardine Fleming, in joint venture with Cable & Wireless HKT, are creating Hong Kong’s first pan-Asian on-line share trading service. Mandarin Oriental’s internet reservation system is being upgraded, while Hongkong Land is evaluating alternative on-line value added services it can make available throughout its substantial property portfolio. - more - Page 7 Jardine Pacific’s JOS Technology, which already retails IT products across the net, is building up its range of e-business support services. Pacific Finance, the Group’s instalment finance business in Hong Kong, has also introduced an internet application facility. These individual initiatives are being undertaken within a Group framework which will enable the expertise and services to be applied more widely. Having the Right People The structural changes faced by the Group’s businesses have created new challenges at a time when the economic trading environment, particularly in Asia, has been harsh. Yet we have been demanding more from our people. We have expected our staff at all levels to be responsive to the new business environment, and they have met this challenge well. Our people provide a mix of international business skills and local expertise across all the countries in which we operate, and we will continue to assist them in achieving their full potential with our extensive training and management development programmes. THE FUTURE Looking forward, the Group is already building on the significant progress which has been achieved. The key issues for 2000 are: A return to profit growth in Dairy Farm, which requires recovery from the setback in the long-term turnaround of Franklins and a further abating of the supermarket price war in Hong Kong. A turnaround in the UK motor operations of Jardine International Motors. Initiatives are in hand to tackle the problem dealerships and to introduce shared services to produce significant cost benefits. Continued strengthening of our core businesses. Making e-commerce a more integral part of our business processes. - more - Page 8 An increasing sense of optimism is evident in Asia. In particular, the financial markets have rebounded strongly, and commercial property values and rentals in Hong Kong are beginning to recover. Despite these improvements, consumer spending remains fragile and this will be a key issue in the performance of the Group in the short term. Considerable progress has been made in the reshaping of Jardines and the building of our businesses into strong and profitable market leaders. From this excellent foundation we shall take the Group forward into the next phase of its development. Percy Weatherall Managing Director 29th February 2000 - more - Page 9 OPERATING REVIEW Jardine Pacific Improvements in the operating conditions for most of Jardine Pacific’s businesses during the last quarter enabled the group to achieve a profit from ongoing operations for 1999 of US$54 million, an increase of 8%. The net profit for the year was US$63 million and included a profit arising from the disposal of an interest in Central Registration in Hong Kong. This compares with a net profit of US$75 million in 1998, which also included exceptional gains from disposals. Shareholders’ funds stood at US$630 million at the end of 1999, a reduction of 8% due to the payment of US$122 million in dividends to the parent company during the period. The return on average capital employed, excluding non-recurring items, rose to 8%, up from 7% in 1998. Net borrowings at the end of the year stood at US$189 million, giving a gearing of 29%. Considerable progress was made during 1999 in introducing value-based management techniques to Jardine Pacific’s decision-making and financial reporting processes and to incentive structures. These systems are designed to enhance the group’s performance in the years to come. The generally improving market conditions, together with the benefits of a streamlined management structure and reduced central overheads, make the outlook for Jardine Pacific better than it has been for some time. Marketing & Distribution Increased investment and a slow down in sales of IT systems in the run up to Year 2000 impacted JOS Technology’s profitability. JOS is building on its position as a leading provider of IT products to offer a broader range of IT support activities. Restaurants had a difficult year as Pizza Hut suffered from weak demand and very competitive environments in both Hong Kong and Taiwan. Costs incurred in closing Ruby Tuesday outlets in both these markets also had a major adverse impact on the results. The restaurant operations in Hawaii performed steadily, while the Pizza Hut operations in China achieved profitability for the first time. - more - Page 10 Wines & Spirits generated improved returns in most countries. The Hong Kong IKEA operation returned to profit with a strong trading performance in the latter part of the year, but the Taipei operations were impacted by the earthquake in September. In the Philippines, Jardine Davies’ sugar operations had another very difficult year, with adverse weather conditions and lower than anticipated prices. Engineering & Construction Improved performances by its Caterpillar dealerships in Hawaii and Taiwan and its Trane air-conditioning joint ventures enabled Jardine Engineering Corporation to produce a 58% increase in its profit contribution. JEC also benefited from the elimination of losses on the contracting side of its business. Gammon Construction’s profit increased by 39% with improvements in most of its areas of activity, the one exception being its civil division where there were problems with a joint venture tunneling contract in Hong Kong. Jardine Schindler had a satisfactory year, although profitability was down marginally. Its new lift and escalator factory in Malaysia suffered from weak demand brought about by the Asian economic downturn. Aviation & Shipping Services Following a difficult first half, HACTL began to benefit from improved operating efficiencies and to experience a rapid increase in trading volumes. As a result, its full year contribution was only slightly down on 1998. Jardine Pacific’s other aviation & shipping interests achieved a small improvement in profits, with the shipping services business being the main contributor. Property & Financial Services The Hong Kong residential property portfolio saw a slight fall in its earnings as rental reversions tended to be negative for much of the year. The yield from the portfolio remains at a little under 5%. Pacific Finance had a very much better year as the level of non-performing loans remained steady, and earnings benefited accordingly. During the year, the group sold its interest in Central Registration and reduced its stake in UMF Singapore to 20%. - more - Page 11 Jardine International Motors The group, including its associates and joint ventures, sold and delivered some 161,000 new and used motor vehicles in 1999, representing an increase of 22% over 1998. Revenue, excluding associates and joint ventures, was US$2,807 million, a reduction of 9% on a like- for-like basis. Operating profit for 1999 was US$45 million, a decrease of 43% compared to 1998. The consolidated net profit for the year was US$14 million, a decrease of 64% over the comparable figure for 1998. Excluding the non-recurring items in both years, the decline was 40%. Jardine International Motors’ Hong Kong operations held up well in a challenging market with strong demand for new models helping it to maintain its market leadership. The company has continued to manage costs tightly. Preliminary discussions have taken place with DaimlerChrysler regarding their participation in the distribution of Mercedes-Benz vehicles in Hong Kong. The group expects to arrive at a mutually satisfactory arrangement, with Zung Fu continuing to play the leading role in sales and after-sales of Mercedes-Benz vehicles in Hong Kong in long-term partnership with DaimlerChrysler, although there will be an impact on future profitability. The UK business has suffered both from problem franchises and from adverse market sentiment arising from the controversy over new car pricing. This has reduced new car revenues and margins and led to a fall in residual values of used cars, affecting both the dealership and contract hire operations. The group has implemented strict cost control and working capital management. In the short term additional costs are being incurred in the reorganisation of the retail network, including the cost of closing underperforming operations. Combined with the poor trading results these charges, which included lease provisions, have produced a significant loss in 1999. Elsewhere in the group the businesses are making good progress, including a shared services initiative in the UK and the development of e-commerce initiatives, which are led by the French operations. - more - Page 12 Jardine Lloyd Thompson Jardine Lloyd Thompson performed well in the face of challenging market conditions, increasing profit before tax and exceptional items by 9% to £63 million. A good growth in revenues to £251 million was achieved, increasing 8% on a like for like basis. JLT’s focus on managing costs has improved trading profit by 27%, more than offsetting fall in interest earnings. JLT’s recent reorganisation into three core businesses: Risk Solutions, Corporate Risks and Services, has proved to be an effective method of managing the group. Risk Solutions comprises the London-based insurance, reinsurance and alternative risk finance businesses together with a reinsurance business in America, captive management and specialty broking businesses. Risk Solutions achieved excellent brokerage growth of 12%, generated by strong new business development and, in particular, by the sale of alternative risk finance products, a field in which JLT is a market leader and which has scope for considerable growth. JLT’s Corporate Risks businesses in the UK, Ireland, Canada, Australia and Brazil all achieved satisfactory growth, but its Asian operations suffered from the region’s economic problems. Overall, Corporate Risks’ brokerage grew marginally by 2% to £70 million. SIACI, the French associate operating within this business group, enjoyed another successful year. In Services, JLT’s Affinity Group Marketing business achieved modest growth in America and maintained its position in the UK. There were good performances from Employee Benefits in the UK and from Claims and Insurance Fund Administration in Australasia, Canada and the UK. Overall, Services brokerage grew by 8% to £64 million – a creditable performance overall. Being the only significant quoted UK broker is proving beneficial for JLT in terms of new business achieved. Insurance rates are also rising in certain sections of the market, although it is too early to predict the effect on JLT’s business. Overall, JLT is continuing to experience a very high level of activity, and its unique position should enable it to produce continued growth. - more - Page 13 Robert Fleming The successful integration of Jardine Fleming and Fleming Martin has helped create a much stronger and more competitive Flemings group over the last twelve months. This, together with a return to normal levels of market activity, particularly in Asia in mid 1999, contributed to sharply improved pre-tax profits for the twelve-month period ended 30th September 1999 which rose 142% to £159 million. In asset management, the integration of Jardine Fleming has enabled the group to continue the globalisation of its businesses and management structures under the banner of Fleming Asset Management. Swift progress is being made with introducing global systems, standards and procedures which will provide a solid platform for further expansion and growth. The creation of a global investment banking operation comprising securities, corporate finance, capital markets and banking has enabled the group to develop a comprehensive and more efficient business platform, and enhance its services to clients. With improved trading conditions in Asia and Africa, good banking profits and strong deal flow in corporate finance and capital markets, investment banking recorded a satisfactory result. A high level of activity continued across the group in the last quarter of 1999. Funds under management grew from US$116 billion at the end of September to some US$140 billion at the end of December 1999. The group has also been active in a number of significant transactions including the launch of the Hong Kong Tracker Fund, the Government of India’s sale of a 16 per cent shareholding in the Gas Authority of India, and the merger of Aerospatiale Matra with DASA to create the leading European aerospace and defence company. Jardine Strategic The company recorded a profit for 1999, excluding non-recurring items, of US$140 million, a decrease of 37% from 1998. The overall result benefited from gains arising on the disposal of non-core businesses in Jardine Matheson. After non-recurring items, a profit of US$157 million was recorded, compared with a loss of US$32 million in 1998 which had suffered from provisions for asset impairment and reductions in property values. - more - Page 14 Excluding non-recurring items in both years, earnings per share declined 36% to US¢15.68. Including non-recurring items, earnings per share were US¢17.52, compared with a loss per share of US¢3.56 in 1998. The net asset value per share, based on the market price of the company’s holdings, recorded an increase of 24% to US$3.99 in 1999. The trading environment for Edaran Otomobil Nasional, in which the Group holds 19%, showed a significant improvement over 1998. The Malaysian car market rebounded and EON’s new car sales increased by 67% in 1999 to over 110,000, while its financial services business also saw much better conditions. The performance of Connaught Investors, which is held 45% by the company, 45% by Hongkong Land and 10% by Jardine Matheson, has shown further improvement, with its indirect investment in LVMH posting significant gains. At the year end the value of its investments was up 91% at US$1,033 million. Some 8% of its portfolio consisted of interests in Group companies, 70% was invested in other companies and 22% was held in cash or equivalent. Tata Industries, in which the Group has a 20% interest, is the principal investment vehicle of the Tata Group for new ventures in India. Tata Industries’ investments are mainly in the areas of telecommunications and auto-components. Dairy Farm The economic upturn in Asia Pacific remains uneven, and lacklustre consumer spending in Hong Kong has led to deflation which was compounded by a severe price war in the supermarket sector. For Dairy Farm, this and a setback in the recovery of Franklins in Australia in the second half have had a material effect on results. The retail businesses in New Zealand and Southeast Asia and drug and convenience stores in Hong Kong all performed well, however, and the new shared services initiative in Hong Kong has also contributed positively. - more - Page 15 Dairy Farm’s sales from its subsidiaries of US$5,918 million, were up 3%, with growth in Australia, Southeast Asia and New Zealand offset only in part by the decline in Hong Kong. The group’s recurring EBITDA of US$205 million was 26% below last year, and its consolidated net profit was US$37 million compared to US$157 million in 1998. In November, Dairy Farm returned US$178 million to shareholders by special dividend. The resulting year-end gearing ratio of 24% has enhanced the efficiency of the balance sheet. In 1999 the group continued its investment programme opening 194 new stores, principally in Hong Kong, Australia and Singapore, and refurbishing others. Capital investment, including acquisitions, amounted to US$407 million, and further investment of US$300 million is planned for 2000. Dairy Farm, now market leader in food retailing in the fast growing Asia-Pacific region, made several acquisitions in 1999 in Malaysia, Singapore and India, and further investment opportunities are being actively considered. Dairy Farm’s earnings will continue to be affected by the trading environment in Hong Kong and by the rate of the recovery at Franklins, which remains management’s top priority. In the meantime, Dairy Farm intends to pursue its strategy of increasing fresh food sales, developing new formats and improving efficiency and retail execution. Hongkong Land The group’s key market began showing signs of recovery in 1999 as most of the excess capacity of new Grade “A” office space in Hong Kong’s Central business district had been let by mid-year and rents stabilised. The improved outlook for Hong Kong’s economy by the end of the year was also reflected in modestly rising commercial property values. Strengthening business conditions elsewhere in the region has led to an improved outlook for Hongkong Land’s other investments. Hongkong Land’s net profit for the year excluding exceptional items declined by 28% to US$265 million, mainly due to the effect of negative rent reversions. The annual valuation of the group’s investment properties produced a surplus of US$160 million, and shareholders’ funds at the year end were up 3% at US$5,226 million. The gearing level rose from 9% at the end of 1998 to 12%. - more - Page 16 The redevelopment of 11 Chater Road, at the heart of the group’s Central portfolio, continued satisfactorily during 1999 and completion is expected in mid-2002. A number of initiatives were also undertaken to upgrade the fabric of its portfolio and keep it fully competitive. Importantly, overall occupancy was maintained above 95% throughout the year. The group’s development properties at One Raffles Link, Singapore and 1063 King’s Road, Hong Kong were completed and are letting well. Hongkong Land’s progress on the development of an infrastructure portfolio was slow, but its investment in Hong Kong’s Container Port has moved forward and construction of the new terminal will commence shortly. In the near term Hongkong Land’s earnings will continue to be adversely affected by negative rental reversions in its Hong Kong portfolio. It is, however, encouraging to note that, notwithstanding the recent recession, Hong Kong continues to develop its role as a regional financial centre. Its financial heart, Central, is where the group intends to focus its investment in order to maximise returns. Mandarin Oriental Mandarin Oriental has responded well to the challenging trading environment in Asia and most group hotels maintained or enhanced their competitive position. Occupancies improved in some regional markets, particularly in the latter part of 1999, although price competition remained intense. Mandarin Oriental’s profit before interest and tax for 1999 was US$43 million, down 11%, excluding non-recurring items. The decline was primarily due to lower room rates in Hong Kong, the cost of the renovation in London and higher infrastructure costs to support an expansion programme. Reduced interest and tax charges led to a smaller decline in net profit excluding non-recurring items of 10% at US$17 million. Net asset value per share rose 21% to US$1.17, reflecting improved values of its Hong Kong properties. - more - Page 17 The group is pursuing its goal to be recognised as one of the top global luxury hotel groups, building on its acclaimed reputation for outstanding service. It has announced the development of a new luxury hotel in New York, which will open in 2003, in line with its strategy of doubling to 10,000 its number of rooms in selected international cities in the United States, Europe and Asia. A US$150 million share and convertible bonds rights issue has been launched to fund an accelerated development programme. In this regard, the company is currently in negotiations for the possible acquisition of The Rafael Group. The group’s flagship hotel in London, Mandarin Oriental Hyde Park, has been temporarily closed for the last phase of its renovation and when it reopens in the spring, it is set to be one of the city’s most luxurious hotels. The associated costs, however, are affecting the results of the group, and the returns from the refurbishment programme will only be seen in full from 2001. Recovery in Mandarin Oriental’s principal markets in Asia, particularly Hong Kong, is expected to continue, but the scale of recovery, particularly in room rates, is difficult to predict. The group’s strategy of expansion is expected to gain momentum in 2000, and while the associated costs will impact the profitability of the group in the short-term, it will lay the foundation for long-term growth. Cycle & Carriage Cycle & Carriage’s profit for 1999, excluding non-recurring items, was S$98 million, down 8% on the previous year. Earnings from motor operations increased 196% in 1999 with improved performances by all major activities, but underlying property earnings declined 57% due to fewer development projects. The net profit increased significantly to S$113 million with the writeback of S$10 million of property provisions and an extraordinary profit of S$5 million from disposals. In the motor sector Cycle & Carriage benefited from the encouraging improvements in the Singapore car market, despite increased competition. There was also a good recovery in Malaysia in 1999 with the non-national passenger car segment growing by some 50%. In Australia, Astre Investments, which is now wholly-owned, produced a strong turnaround, countering a 6% decline in the market. Following successful negotiations with DaimlerChrysler AG in respect of the sale of Mercedes-Benz vehicles in Singapore, from January 2001 Cycle & Carriage will continue as the exclusive dealer for the retail sales and the after sales aspects while DaimlerChrysler will undertake the wholesale activities. - more - Page 18 The economic recovery experienced in the Cycle & Carriage’s major markets in 1999 is expected to continue, and further growth in the passenger car market is forecast in Singapore, although margins will remain under pressure. The Malaysian car market should also remain strong in 2000. The new relationship with Mercedes-Benz will not affect the current year’s result. The recovery in Singapore’s residential property sector will benefit 60%-owned MCL Land’s current development projects. CCL Group Properties’ final development project was completed in March 1999, and future profits will come only from its two commercial properties in Malaysia. Other Interests During the year Matheson Financial Holdings realised a significant profit with the sale of Matheson Investment, a small UK based fund management and stockbroking business. The performance of the other businesses in this group was disappointing, largely due to non- recurring costs. - more - Page 19 Jardine Matheson Holdings Limited Consolidated Profit and Loss Account for the year ended 31st December 1999 1999 1998 US$m US$m Revenue (note 2) 10,674.8 11,243.9 Cost of sales (8,039.7) (8,587.6) Gross profit 2,635.1 2,656.3 Other operating income 88.2 117.7 Selling and distribution costs (1,823.1) (1,708.6) Administration expenses (676.7) (678.8) Other operating expenses (61.2) (85.2) Impairment of investment - (128.6) Operating profit (note 3) 162.3 172.8 Net financing charges (61.9) (68.3) Share of results of associates and joint ventures 286.4 130.1 Profit before tax 386.8 234.6 Tax (note 4) (92.2) (116.6) Profit after tax 294.6 118.0 Outside interests (87.2) (67.5) Net profit (note 5) 207.4 50.5 US¢ US¢ Earnings per share (note 7) - basic 34.26 8.49 - diluted 34.22 8.49 Earnings per share excluding non-recurring items (note 7) - basic 29.07 32.11 - diluted 29.04 32.09 Dividends per share - interim 7.80 7.80 - proposed final 17.20 13.80 - more - Page 20 Jardine Matheson Holdings Limited Consolidated Balance Sheet at 31st December 1999 1999 1998 US$m US$m Net operating assets Goodwill 114.1 27.4 Tangible assets 2,742.4 2,424.4 Associates and joint ventures 2,975.4 2,833.4 Other investments 398.6 485.8 Deferred tax assets 26.3 34.6 Pension assets 81.1 87.8 Non-current assets 6,337.9 5,893.4 Stocks and work in progress 1,111.5 1,050.5 Debtors and prepayments 878.7 868.0 Bank balances and other liquid funds 1,601.4 1,770.6 Current assets 3,591.6 3,689.1 Creditors and accruals (2,320.6) (2,061.0) Borrowings (555.6) (787.4) Current tax liabilities (30.9) (35.1) Provisions (43.9) (34.2) Current liabilities (2,951.0) (2,917.7) Net current assets 640.6 771.4 Long-term borrowings (1,553.7) (1,271.1) Deferred tax liabilities (77.1) (96.5) Pension liabilities (14.2) (12.6) Other non-current liabilities (9.5) (18.8) 5,324.0 5,265.8 Capital employed Share capital 199.3 194.1 Share premium and contributed surplus 345.1 349.2 Revenue and other reserves 3,051.2 2,820.7 Own shares held (489.6) (432.4) Shareholders’ funds 3,106.0 2,931.6 Outside interests 2,218.0 2,334.2 5,324.0 5,265.8 - more - Page 21 Jardine Matheson Holdings Limited Consolidated Statement of Changes in Shareholders’ Funds for the year ended 31st December 1999 1999 1998 US$m US$m At 1st January - as previously reported 2,799.0 3,728.6 - change in accounting policies (note 1) 132.6 149.7 - as restated 2,931.6 3,878.3 Property revaluation 78.0 (936.3) Deferred tax on property revaluation (2.8) 9.6 Net exchange translation differences - amount arising in year (13.5) (7.5) - disposal of subsidiary undertakings, associates and joint ventures 0.6 26.2 Other 0.4 - Net gains/(losses) not recognised in consolidated profit and loss account 62.7 (908.0) Net profit 207.4 50.5 Dividends (note 8) (130.6) (147.5) Exercise of share options 1.1 0.4 Scrip issued in lieu of dividends 88.8 95.9 Change in attributable interests 2.2 0.8 Increase in own shares held (57.2) (38.8) At 31st December 3,106.0 2,931.6 - more - Page 22 Jardine Matheson Holdings Limited Consolidated Cash Flow Statement for the year ended 31st December 1999 1999 1998 US$m US$m Operating activities Operating profit 162.3 172.8 Depreciation and amortisation 236.8 209.3 Other non-cash items (22.9) 83.9 Decrease/(increase) in working capital 124.0 (161.6) Interest received 87.5 139.9 Interest and other financing charges paid (142.5) (205.0) Tax paid (46.7) (54.2) 398.5 185.1 Dividends from associates and joint ventures 177.2 204.1 Cash flows from operating activities 575.7 389.2 Investing activities Purchase of subsidiary undertakings (note 9) (218.6) (31.0) Purchase of associates and joint ventures (note 9) (115.0) (120.7) Purchase of other investments (35.6) (71.6) Purchase of tangible assets (382.4) (345.8) Sale of subsidiary undertakings 40.1 177.8 Sale of associates and joint ventures (note 9) 138.7 345.4 Sale of other investments 17.0 41.6 Sale of tangible assets 58.5 82.1 Cash flows from investing activities (497.3) 77.8 Financing activities Issue of shares 1.1 0.4 Capital contribution from outside shareholders 3.3 14.3 Repurchase and redemption of preference shares - (113.6) Drawdown of borrowings 6,114.1 7,503.4 Repayment of borrowings (6,046.9) (7,617.9) Dividends paid by the Company (76.7) (88.4) Dividends paid to outside shareholders (208.3) (143.2) Cash flows from financing activities (213.4) (445.0) Effect of exchange rate changes 2.2 (7.7) Net (decrease)/increase in cash and cash equivalents (132.8) 14.3 Cash and cash equivalents at 1st January 1,681.1 1,666.8 Cash and cash equivalents at 31st December 1,548.3 1,681.1 - more - Page 23 Jardine Matheson Holdings Limited Notes 1. ACCOUNTING POLICIES AND BASIS OF PREPARATION The financial information contained in this announcement has been based on the audited results for the year ended 31st December 1999 which have been prepared in conformity with International Accounting Standards. In 1999 the Group implemented IAS 1 (revised 1997) – Presentation of Financial Statements, IAS 10 (revised 1999) – Events After the Balance Sheet Date, IAS 14 (revised 1997) – Segment Reporting, IAS 16 (revised 1998) – Property, Plant and Equipment, IAS 17 (revised 1997) – Leases, IAS 19 (revised 1998) – Employee Benefits, IAS 22 (revised 1998) – Business Combinations, IAS 28 (revised 1998) – Accounting for Investments in Associates, IAS 31 (revised 1998) – Financial Reporting of Interests in Joint Ventures, IAS 35 – Discontinuing Operations, IAS 36 – Impairment of Assets, IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, and IAS 38 – Intangible Assets. With the exception of IAS 10 (revised 1999), IAS 19 (revised 1998), IAS 37 and IAS 38, there are no changes in accounting policy that affect profit or shareholders’ funds resulting from the adoption of the above standards in these financial statements, as the Group was already following the recognition and measurement principles in those other standards. In accordance with IAS 10 (revised 1999), dividends proposed or declared after the balance sheet date are not recognised as a liability at the balance sheet date. In previous years dividends proposed or declared after the balance sheet date were recognised as a liability at the balance sheet date. The effect of this change has been to increase shareholders’ funds at 1st January 1998 and 1999 by US$100.7 million and US$83.7 million respectively. In accordance with IAS 19 (revised 1998), pension accounting costs for defined benefit plans are assessed using the projected unit credit method. Under this method, pension obligations are measured as the present value of the estimated future cash outflows by reference to market yields on high quality corporate bonds which have terms to maturity approximating the terms of the related liability. Plan assets are measured at fair value. This is a change in accounting policy as in previous years pension accounting costs were assessed using the attained age normal method and pension obligations were discounted at the expected rate of return on plan assets. The comparative figures for 1998 have been restated to reflect the change in policy. The effect of this change has been to increase net profit for the year ended 31st December 1998 by US$7.1 million, and shareholders’ funds at 1st January 1998 and 1999 by US$49.8 million and US$56.9 million respectively. - more - Page 24 1. ACCOUNTING POLICIES AND BASIS OF PREPARATION (continued) In accordance with IAS 38, pre-operating costs are expensed as they are incurred. This is a change in accounting policy as in previous years pre-operating costs were capitalised and amortised over a period of three to five years from the date of commencement of operation. The comparative figures for 1998 have been restated to reflect the change in policy. The effect of this change has been to decrease net profit for the year ended 31st December 1998 by US$2.9 million, and shareholders’ funds at 1st January 1998 and 1999 by US$5.1 million and US$8.0 million respectively. Following the implementation of IAS 37 on provisions, shareholders’ funds at 1st January 1998 have increased by US$4.3 million and net profit for the year ended 31st December 1998 has decreased by US$4.3 million. Robert Fleming has a financial year end of 31st March and publishes its results half yearly. The results of Robert Fleming have been included on the equity basis of accounting by reference to its latest published results. Other than described above, there have been no other changes to the accounting policies described in the 1998 financial statements. The comparative figures for 1998 have been adjusted or extended to conform with changes in presentation in the current year to take into account the disclosure requirements of the revised or new International Accounting Standards which the Group implemented in 1999. 2. REVENUE 1999 1998 US$m US$m By business: Jardine Pacific - Marketing & Distribution 925.5 869.2 - Engineering & Construction 412.5 432.8 - Aviation & Shipping Services 344.8 285.2 - Property & Financial Services 22.8 58.3 1,705.6 1,645.5 Jardine International Motors 2,806.6 3,555.5 Dairy Farm 5,917.9 5,757.4 Mandarin Oriental 179.2 194.0 Other activities 65.5 91.5 10,674.8 11,243.9 - more - Page 25 3. OPERATING PROFIT 1999 1998 US$m US$m By business: Jardine Pacific - Marketing & Distribution 12.2 17.9 - Engineering & Construction 14.9 6.3 - Aviation & Shipping Services 11.8 5.0 - Property & Financial Services 9.5 9.6 - Corporate and other interests (14.2) (17.1) 34.2 21.7 Jardine International Motors 52.9 78.6 Dairy Farm 30.1 142.8 Mandarin Oriental 31.5 41.1 148.7 284.2 Corporate and other interests (15.9) (17.4) Non-recurring items (note 6) 29.5 (94.0) 162.3 172.8 4. TAX 1999 1998 US$m US$m Company and subsidiary undertakings 26.8 51.0 Associates and joint ventures 65.4 65.6 92.2 116.6 Tax on profits has been calculated at rates of taxation prevailing in the territories in which the Group operates and includes United Kingdom tax of US$21.0 million (1998: US$15.8 million). - more - Page 26 5. NET PROFIT 1999 1998 US$m US$m By business: Jardine Pacific - Marketing & Distribution 9.3 14.1 - Engineering & Construction 36.3 28.3 - Aviation & Shipping Services 17.0 16.4 - Property & Financial Services 14.4 11.8 - Corporate and other interests (23.1) (20.7) 53.9 49.9 Jardine International Motors 15.9 26.7 Jardine Lloyd Thompson 19.0 15.2 Robert Fleming/Jardine Fleming 24.5 0.1 Dairy Farm 14.5 44.1 Hongkong Land 58.3 75.4 Mandarin Oriental 5.9 6.4 Cycle & Carriage 7.8 7.5 199.8 225.3 Corporate and other interests (23.8) (34.4) Net profit before non-recurring items 176.0 190.9 Non-recurring items (note 6) 31.4 (140.4) 207.4 50.5 - more - Page 27 6. NON-RECURRING ITEMS 1999 1998 Gross Net Gross Net US$m US$m US$m US$m By nature: Discontinued activities - Central Registration 23.3 23.3 - - - Republic Cement - - 25.7 20.8 - Wellsave Japan - - 16.6 3.2 - European operations of Dairy Farm - - 41.0 12.3 - Matheson Investment 27.7 24.9 - - - other (3.6) (3.6) 3.3 4.4 47.4 44.6 86.6 40.7 Impairment of assets - Edaran Otomobil Nasional - - (128.6) (74.8) - other (16.6) (11.7) (58.6) (28.4) (16.6) (11.7) (187.2) (103.2) Sale and revaluation of properties - Hongkong Land 0.8 0.5 (65.4) (37.3) - other (3.1) - (66.4) (25.4) (2.3) 0.5 (131.8) (62.7) Onerous leases and lease exit costs (3.6) (2.0) - - Other non-recurring items - - (20.3) (15.2) 24.9 31.4 (252.7) (140.4) By business: Jardine Pacific 5.8 9.0 29.7 24.7 Jardine International Motors (8.5) (5.3) 1.6 2.6 Jardine Lloyd Thompson 1.1 0.7 1.1 0.7 Dairy Farm (7.9) (2.6) 27.1 6.4 Hongkong Land 0.8 0.5 (82.2) (47.2) Mandarin Oriental - - (23.8) (7.2) Cycle & Carriage 3.3 1.4 (32.5) (11.2) Corporate and other interests 30.3 27.7 (173.7) (109.2) 24.9 31.4 (252.7) (140.4) Included in: Operating profit 29.5 (94.0) Share of results of associates and joint ventures (4.6) (158.7) 24.9 (252.7) Gross non-recurring items are shown before net financing charges and tax. Net non- recurring items are shown after net financing charges, tax and outside interests. - more - Page 28 7. EARNINGS PER SHARE Basic earnings per share are calculated on the net profit of US$207.4 million (1998: US$50.5 million) and on the weighted average number of 605.4 million (1998: 594.6 million) shares in issue during the year. The weighted average number excludes the Company’s share of the shares held by subsidiary undertakings and the shares held by the Trustee under the Senior Executive Share Incentive Schemes. Diluted earnings per share are calculated on the weighted average number of 606.1 million (1998: 594.9 million) shares after adjusting for the number of shares which are deemed to be issued for no consideration under the Senior Executive Share Incentive Schemes based on the average share price during the year. Earnings per share excluding non-recurring items are calculated on the net profit after adjusting for non-recurring profits of US$31.4 million (1998: losses of US$140.4 million). 8. DIVIDENDS 1999 1998 US$m US$m Final dividend in respect of 1998 of US¢13.80 (1997: US¢17.20) per share 107.1 128.3 Interim dividend in respect of 1999 of US¢7.80 (1998: US¢7.80) per share 61.6 59.8 168.7 188.1 Less: Company’s share of dividends paid on the shares held by subsidiary undertakings (38.1) (40.6) 130.6 147.5 A final dividend in respect of 1999 of US¢17.20 (1998: US¢13.80) per share amounting to a total of US$137.1 million (1998: US$107.1 million) is proposed by the Board. The dividend proposed will not be accounted for until it has been approved at the Annual General Meeting. The net amount after deducting the Company’s share of the dividends payable on the shares held by subsidiary undertakings of US$32.1 million (1998: US$23.4 million) will be accounted for as an appropriation of revenue reserves in the year ending 31st December 2000. - more - Page 29 9. NOTES TO CONSOLIDATED CASH FLOW STATEMENT Purchase of subsidiary undertakings Purchase of subsidiary undertakings includes the Company’s increased interest in Jardine Strategic of US$62.3 million, Jardine Strategic’s increased interests in Dairy Farm and Mandarin Oriental of US$46.3 million, and Dairy Farm’s acquisition of Giant in Malaysia and stores in Australia and Singapore of US$58.4 million, US$17.8 million and US$17.7 million respectively. Purchase of associates and joint ventures Purchase of associates and joint ventures includes the Company’s acquisition of shares in Robert Fleming of US$11.1 million, Jardine Strategic’s increased interest in Hongkong Land of US$34.2 million, Jardine International Motors’ additional investment in Polar Motor Group in the United Kingdom of US$21.4 million, and Dairy Farm’s additional investment in DFI Géant in Taiwan of US$15.8 million. Sale of subsidiary undertakings Sale of subsidiary undertakings includes the Group’s interest in Matheson Investment in the United Kingdom of US$30.5 million. Sale of associates and joint ventures Sale of associates and joint ventures includes US$61.8 million received as part of the transaction for the exchange of the Group’s 50% interest in Jardine Fleming for shares in Robert Fleming, Jardine Pacific’s sale of Central Registration of US$24.5 million and the repayment of loans from Mandarin Oriental’s associate hotel in Singapore of US$20.9 million. 10. ANNUAL REPORT The Annual Report will be posted to shareholders on or about 25th April 2000. Copies may be obtained from Jardine Matheson International Services Limited, P.O. Box HM 1068, Hamilton HM EX, Bermuda; IRG plc, Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England and M & C Services Private Limited, 16 Raffles Quay #23-01, Hong Leong Building, Singapore 048581. - more - The final dividend of US¢17.20 per share will be payable on 7th June 2000, subject to approval at the Annual General Meeting to be held on 1st June 2000, to shareholders on the register of members at the close of business on 24th March 2000, and will be available in cash with a scrip alternative. The ex-dividend date will be on 22nd March 2000, and the share registers will be closed from 27th to 31st March 2000, inclusive. Shareholders will receive their cash dividends in United States Dollars, unless they are registered on the Jersey branch register where they will have the option to elect for Sterling. These shareholders may make new currency elections by notifying the United Kingdom transfer agent in writing by 19th May 2000. The Sterling equivalent of dividends declared in United States Dollars will be calculated by reference to a rate prevailing ten business days prior to the payment date. Shareholders holding their shares through The Central Depository (Pte) Limited (“CDP”) in Singapore will receive United States Dollars unless they elect, through CDP, to receive Singapore Dollars or the scrip alternative. - end - For further information, please contact: Jardine Matheson Limited Norman Lyle (852) 2843 8216 (office) Forrest International Limited (852) 2522 6475 (office) David Dodwell (852) 2501 7902 (direct) Sue Gourlay (852) 2501 7936 (direct) Full text of the Preliminary Announcement of Results and the Preliminary Financial Statements for the year ended 31st December 1999 can be accessed through the Internet at “http://www.irasia.com/listco/sg/jml”.