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Merger of Jardine Fleming and Robert Fleming Completes

25th March 1999 -- Jardine Matheson Holdings Limited today announced that, following the obtaining of the necessary regulatory approvals, it has completed the exchange of its 50% interest in Jardine Fleming Group Limited for shares in Robert Fleming Holdings Limited.

Jardine Matheson was issued 18.6 million new ordinary shares in Robert Fleming under the transaction, and has purchased a further 5 million shares. The Company's shareholding in Robert Fleming now stands at 14% of its enlarged capital, taking the total Jardine Matheson Group holding, including the 4% interest already held by Jardine Strategic Holdings Limited, to 18% of Robert Fleming's share capital. In addition to the new shares, Jardine Matheson also received some US$62 million in cash as part of the transaction.

Jardine Matheson intends to remain a long-term supportive shareholder of Robert Fleming. Following the completion of the transaction, Rodney Leach, a director of Jardine Matheson, has joined Henry Keswick on the board of Robert Fleming.

Commenting on the completion of the transaction, Jardine Matheson Managing Director, Alasdair Morrison, said, "The merger will enable Robert Fleming and Jardine Fleming to complete their further development into an integrated international group. We shall continue to support the group's operations under the Jardine Fleming name in the Asia-Pacific Region, as well as being a strong supporter of the enlarged Robert Fleming group."

Robert Fleming, which was the Group's partner in Jardine Fleming for some 28 years, is a privately-owned international asset management and investment banking group with a network of offices in 44 countries around the world.

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.

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