DISCLAIMER - IMPORTANT

Recommended partial cash offer (the "Partial Offer") for Jardine Lloyd Thompson Group plc ("JLT") by JMH Investments Limited ("JMHI"), a direct wholly owned subsidiary of Jardine Matheson Holdings Limited ("Jardine Matheson")

DOCUMENTS RELATING TO THE PARTIAL OFFER ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

 

Access to the Partial Offer

The announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Partial Offer should be made only on the basis of information contained or referred to in the Offer Document which Jardine Matheson intends to despatch shortly to Jardine Lloyd Thompson Shareholders and, for information only, to holders of options under the Jardine Lloyd Thompson Share Schemes.

The availability of the Partial Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document.

For regulatory reasons, we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the terms of the Partial Offer, you have to read the following then click on "Enter". If you are unable to agree, please return to the main webpage or exit this webpage.

 

Overseas Shareholders

The release, publication or distribution of the announcement and any other applicable documents related to the Partial Offer in certain jurisdictions may be restricted by law. In particular, the availability of the Partial Offer to Qualifying Jardine Lloyd Thompson Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Jardine Matheson or required by the City Code, and permitted by applicable law and regulation, the Partial Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Partial Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of the announcement and all documents relating to the Partial Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Partial Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Partial Offer.

The Partial Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority.

 

United States Shareholders

The Partial Offer will be made to Qualifying Jardine Lloyd Thompson Shareholders and will be made pursuant to English law and in compliance with the applicable provisions of Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder. The Partial Offer will not be made or intended to be made pursuant to the provisions of any other law. Accordingly, Jardine Matheson will not procure any further registrations, authorisations or approvals of the Offer Document or the Partial Offer by any security supervisory authority or similar institutions. The Partial Offer will be made in the United States by JMHI and no one else. The Partial Offer will be subject to disclosure and procedure requirements of English law which are different from those of the United States.

 

Forward looking statements

The announcement contains statements about Jardine Matheson and Jardine Lloyd Thompson that are or may be forward looking statements. All statements other than statements of historical facts included in the announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Jardine Matheson's or Jardine Lloyd Thompson's operations and potential synergies resulting from the Partial Offer; and (iii) the effects of government regulation on Jardine Matheson's or Jardine Lloyd Thompson's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Jardine Matheson disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

Additional factors that could cause actual results or events to differ materially from current expectations are discussed in Jardine Lloyd Thompson's and Jardine Matheson's respective materials filed with the financial services authority in the United Kingdom from time to time including Jardine Lloyd Thompson's Annual Report and Accounts for the financial year ended 31 December 2010 and Jardine Matheson's Annual Report and Accounts for the financial year ended 31 December 2010. Any forward-looking statements made by or on behalf of Jardine Lloyd Thompson and Jardine Matheson speak only as of the date they are made. Jardine Lloyd Thompson and Jardine Matheson each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Past performance is no guarantee of future performance.

 

Responsibility

Rothschild, which is authorised by the Financial Services Authority, is acting for Jardine Matheson and JMHI and no one else in connection with the Partial Offer, the announcement and the Offer Document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the Partial Offer or any matter referred to herein.

UBS Investment Bank is acting for Jardine Matheson and JMHI and no one else in connection with the Partial Offer, the announcement and the Offer Document and will not be responsible to anyone other than Jardine Matheson and JMHI for providing the protections afforded to clients of UBS nor for providing advice in connection with the Partial Offer or any matter referred to herein.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Jardine Lloyd Thompson and no one else in connection with the Partial Offer, is not advising, or acting for, any other person and will not be responsible to anyone other than Jardine Lloyd Thompson for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in connection with the Partial Offer or for any matter referred to herein.

Numis Securities Limited is authorised by the Financial Services Authority. Numis Securities Limited is acting exclusively for Jardine Lloyd Thompson and no one else in connection with the Partial Offer and will not be responsible to anyone other than Jardine Lloyd Thompson for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Partial Offer or any matter referred to herein.

 

Confirmation of understanding and acceptance of disclaimer

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the site.

By selecting "Enter" below, you represent, warrant and agree that:

(1) you have read and understood the information set out above;

(2) you agree to be bound by its terms; and

(3) you are permitted under applicable laws and regulations to receive the information contained in the pages that follow.

If you disagree with the above, are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please return to the main webpage or exit this webpage.

To view the content, please client enter to confirm you have read the above.