Professional Documents
Culture Documents
Strategic
Annual Report 2000
CONTENTS Jardine Strategic is a holding company with its principal interests in
Highlights 1
Jardine Matheson, Dairy Farm, Hongkong Land, Mandarin Oriental and
Chairman’s Statement 2
Cycle & Carriage. Its policy is to take strategic stakes in multinational
Group Structure 4
Segmental Information 5 businesses, particularly those with an Asian focus, and to support their
Operating Review 6
expansion. It also complements these interests with smaller positions in
Financial Review 12
quality businesses with existing or potential links with the Group.
Directors’ Profiles 14
Financial Statements 16
Report of the Auditors 56 Jardine Strategic is incorporated in Bermuda with its primary share listing
Five Year Summary 57
in London. The Company’s shares are also listed in Singapore and in
Corporate Governance 59
Bermuda. In addition, it has a sponsored American Depositary Receipt
Notice of Annual General Meeting 62
Jardine Matheson Limited, which operates from Hong Kong, acts as General
and associates.
• Results
2000 1999 Change
US$m US$m %
US¢ US¢ %
US$ US$ %
1
Jardine Strategic Annual Report 2000
particularly from its Jardine Pacific operations, per share were enhanced in 2000 by a share
was offset by the losses recorded in Dairy Farm repurchase programme, under which the
and a smaller contribution from Hongkong Land Company bought back 8% of its stock. The
resulting from the closing phase of its negative Company’s attributable interests in its core
rental reversion cycle. investments were also increased, and at the year
end it held 50% of Jardine Matheson, 62% of
Jardine Strategic recorded a profit for the year, Mandarin Oriental, 60% of Dairy Farm, 37% of
excluding non-recurring items, of US$102 million, Hongkong Land and 26% of Cycle & Carriage.
a decrease of 27% from 1999. The overall result
benefited from the exceptional profit arising on These share purchases were funded in part by
the disposal of the Group’s holdings in Robert the proceeds from the sale of the Company’s
Fleming, partially offset by the Company’s stake in Robert Fleming, with the balance being
US$74 million share of the charge made by Dairy funded from existing resources and facilities.
Farm against the asset values of its Australian The effect has been to increase the Company’s
supermarket chain. After non-recurring items, a gearing to some 28%, which is considered
profit of US$535 million, or US¢63.94 per share, appropriate in the improved Asian economic
Excluding non-recurring items, earnings per rationalise its business portfolio, concentrating
share declined 22% to US¢12.21, compared with resources on those operations which merit
US¢15.68 in 1999. Net asset value per share, increased investment by virtue of their market
The Board is recommending a final dividend of Group by Mandarin Oriental; the privatisation of
US¢9.90 per share, which, together with the Jardine Motors Group by Jardine Matheson; Cycle
interim dividend of US¢4.60 per share, gives a & Carriage’s investment in Astra International;
dividend for the full year of US¢14.50 per share, the regional development of Dairy Farm; the
People
Lord Powell retired from the Board at the end of
the year, and I would like to thank him for the
contribution he has made to the Company.
I am pleased that he remains on the board of
Mandarin Oriental.
Outlook
The trading environment in Asia remains good,
subject to the effects of a possible slowdown in
the US economy. We expect further progress
from Jardine Matheson, Hongkong Land and
Mandarin Oriental in 2001, but a turnaround in
Dairy Farm remains the key to a material
improvement in our earnings.
Henry Keswick
Chairman
2 3
Jardine Strategic Annual Report 2000
100% 60%
Jardine
Motors 100% 37% Hongkong
Group Land
74% 50%
33% 62%
Cycle &
Carriage
‘Market value basis net assets’ are calculated based on the market price of the Company’s holdings, with the exception of
the holding in Jardine Matheson which has been calculated by reference to the market value of US$3,799.1 million
(1999: US$3,141.0 million) less the market value of Jardine Matheson’s interest in the Company.
Net assets per share are calculated on ‘market value basis net assets’ of US$3,398.1 million (1999: US$3,543.2 million) and
on 669.9 million (1999: 887.7 million) shares outstanding at the year end, which excludes the Company’s share of the shares
held by Jardine Matheson of 395.4 million (1999: 267.6 million) shares.
4 5
Jardine Strategic Annual Report 2000
Jardine Matheson is a holding company with extensive operations in trading and services
through Jardine Pacific; distribution, sales and service of motor vehicles through Jardine Motors Group;
specialist insurance broking through Jardine Lloyd Thompson. Through its holding in Jardine Strategic,
it has interests in the other Group companies.
This was a year of progress for Jardine Matheson, with a strong operating performance and a number of
corporate moves designed to generate value for shareholders. Despite a slowing in its primary Asian
markets towards the end of the year, Jardine Matheson’s recurring earnings per share in 2000 increased
by 21% to US¢35.22. Net profit excluding non-recurring items for the year rose 11% to US$195 million.
The sale of Jardine Matheson’s investment in Robert Fleming to Chase Manhattan for US$1.2 billion,
payable half in cash and half in Chase stock, was completed in August, generating a profit of
US$767 million. Jardine Matheson’s shareholders were given the option to benefit directly from this sale
Revenue
(US$ million) through a repurchase tender for some 20% of the company’s equity capital at a premium to market
12,000 price, partly funded by the issue of US$550 million bonds exchangeable into Chase stock. This offer was
10,000
equally well received by accepting shareholders and by those, such as Jardine Strategic, who preferred
to retain their shares for future appreciation. In addition, various other non-core businesses were
8,000
disposed of profitably during the year.
6,000
4,000
The earnings per share growth which Jardine Matheson was able to achieve in 2000 is expected to
continue in the current year, as the prospects for the majority of its businesses remain positive. This will,
2,000
however, be subject to business confidence being maintained, especially in the Asian economies where
0
96 97 98 99 00
it chiefly operates.
400 Notable within Jardine Pacific’s businesses, Gammon Construction did well in 2000 producing
improved results and its year-end order book remaining steady at some US$930 million. While
300
Jardine Engineering Corporation’s sale of Chubb China early in the year for US$70 million led to an
overall fall in its profitability, excluding Chubb the profit from the business rose. The strong increase
200
in cargo through-put at Hong Kong’s Chek Lap Kok airport enabled HACTL to achieve a much
100
improved result. During the year, JOS Technology Group was restructured and re-launched as
Jardine OneSolution as part of its strategy to become a leading provider of IT and e-enabling
0 solutions in East Asia. IKEA’s sales grew by 21% in Hong Kong, and there was a marked
96 97 98 99 00
improvement in its profitability.
*Excluding non-recurring
items
In Hong Kong, Zung Fu produced a good performance and increased its share of the new passenger
car market to near record levels. During the year an understanding was reached with DaimlerChrysler
on the future arrangements for the distribution of Mercedes-Benz vehicles in Hong Kong and Macau.
While Zung Fu will continue as Mercedes-Benz China Limited’s exclusive dealer, the new
arrangements will have an adverse impact on profitability.
The UK motor market suffered further disruption from the controversy over new car pricing. While
there has been some recent improvement in sentiment, the market remains extremely difficult. In
response, Jardine Motors Group has embarked on further cost reduction and loss elimination
projects and has taken a realistic view of asset values. The net effect of these actions has been to
produce a significant loss for the UK operations.
• Jardine Lloyd Thompson produced another strong performance in 2000 with profit before tax and
exceptional items, based on UK accounting standards, increasing by 10% to £70 million on a
revenue increase of 14% to £287 million. This was achieved through a combination of organic
growth, the benefits from recent acquisitions, the early effects of hardening insurance rates and
continued control of costs.
JLT Risk Solutions again produced excellent revenue growth of 16% to £136 million, reflecting strong
growth from all business units. Corporate Risks achieved growth of 24% to £75 million, of which 7%
related to acquisitions, and Services recorded growth of 16% to £75 million, of which 10% related to
acquisitions.
Jardine Lloyd Thompson, now the largest London-quoted insurance broker, made considerable
progress in developing its business during the year. It strengthened its UK operations with
acquisitions in the corporate insurance, pension administration and reinsurance areas, and in the
United States it formed a partnership with the private investment bank Blackstone Group to provide
sophisticated risk management services for major corporates. All these initiatives are meeting or
exceeding expectations.
6 7
Jardine Strategic Annual Report 2000
Dairy Farm, a listed company, is a leading food and drugstore retailer in the Asia-Pacific region.
The group, together with its associates, operates over 2,200 outlets in nine territories. It also has a
number of joint ventures, including Maxim’s, Hong Kong’s leading restaurant chain.
In 2000 Dairy Farm encountered the most challenging operating conditions in Hong Kong and Australia.
In Hong Kong the food retail industry has been engaged in a deep and prolonged price war, which has
proved extremely costly to all market participants. In Australia the highly competitive environment
continued to intensify, with Franklins struggling to maintain market share and margin.
Conditions were at their most difficult in the first half, when Dairy Farm reported a loss after tax and
before non-recurring items of US$51 million. Improvements in Hong Kong and normal seasonal trends
led to a much reduced loss of US$14 million before non-recurring items in the second half, giving a loss
for the whole year of US$65 million. In view of the performance issues in Franklins an asset impairment
charge of US$129 million has been made.
Sales*
(US$ million) Recurring EBITDA, Dairy Farm’s primary performance measure, fell from US$205 million to US$116 million,
8,000 although second half EBITDA performance was much stronger than the first. Operating cash flow generated
in the second half was US$209 million, after an outflow of US$17 million in the first half.
6,000
Dairy Farm’s prudent approach to financing has ensured that its funding and liquidity position remains
4,000 sound. The ratio of net debt to shareholders’ funds peaked at 49% at 30th June 2000 and had reduced
to 42% by the year end. The group remains highly liquid with some US$400 million in short-term bank
2,000
deposits.
0 The Hong Kong supermarket operations have been heavily impacted by the price war, although there
96 97 98 99 00
*Continuing activities
was a gradual and steady improvement in margins. The Hong Kong market is expected to remain
challenging in view of the significant expansion in food retail space over the last two years and weak
consumer confidence, which will continue to put pressure on margins.
In Australia, it became clear that the cash investment required to continue the Franklins repositioning
Recurring EBITDA strategy would be significant. As a consequence, Dairy Farm is undertaking a strategic review of the
(US$ million)
business, which will be concluded by early second quarter.
300
250 Dairy Farm’s other businesses all did well in 2000, with particularly strong performances in Southeast
200
Asia and New Zealand.
150
The principal near-term challenges are implementing the realignment strategy in Australia and
100 continuing to meet competitive pressures in Hong Kong. Though the short-term economic outlook for
50 Asia is mixed, Dairy Farm remains confident of the region’s potential for significant growth in the food,
convenience and health and beauty retail sectors, and particular emphasis will be placed on the key
0
96 97 98 99 00 growth areas of Southeast Asia and Southern China.
After more than two years of decline, rentals in Hong Kong’s Central business district recovered strongly
in 2000, although the pace of that recovery moderated in the fourth quarter. Capital values also
increased, though they have yet fully to reflect the recovery in rentals. Singapore saw a more moderate
strengthening in commercial property values as rental levels rose. Other markets where Hongkong Land
is invested were mixed.
The group’s net profit for the year was US$355 million, 33% higher than 1999. The major factor
underlying this increase was a US$133 million write-back of provisions taken in 1998 against the value
of development properties. Excluding these and other non-recurring items, underlying earnings fell by
13%, to US$230 million, as negative rental reversions continued to reduce property income in the Hong Operating Profit*
(US$ million)
Kong Central portfolio. The independent valuation of the investment property portfolio led to a net
500
surplus of US$1.8 billion.
400
In November 2000, the company invited shareholders to tender shares for repurchase at prices up to
300
US$2.20 per share. Some 5% of shares were tendered and subsequently cancelled at a cost of
US$292 million. 200
Hongkong Land benefited from its focus on prime central business district locations as those sectors of 100
the office markets in Hong Kong and Singapore recovered more quickly than decentralised locations. 0
This has been reflected in substantial increases in property values, and in increases in occupancy. The 96 97 98 99 00
*Excluding non-recurring
group’s office occupancy in Hong Kong and Singapore rose to 98%, and its retail portfolio was effectively items
fully let. Its key Central portfolio in Hong Kong continued to benefit from refurbishment spending, and
will be further enhanced in 2002 by the completion of its new property at 11 Chater Road. In the
residential sector, the group will commence the redevelopment of a site in Hong Kong’s Western district
late in 2001.
Net Asset Value
per Share
Hongkong Land has also developed its infrastructure portfolio. A 24% stake was taken in China (US$)
Infrastructure Group, a port business focused on Mainland China, and, since the year end, a consortium 4
in which Hongkong Land has a 30% interest was awarded the right to build the logistics terminal at
Hong Kong’s Chek Lap Kok airport. 3
Although the pace of recovery in rents in Hong Kong’s Central district has moderated, the lack of new 2
supply of Grade A space over the year ahead will continue to set a positive tone to the market. Rental
reversions are expected to turn positive in the middle of the year. 1
0
96 97 98 99 00
8 9
Jardine Strategic Annual Report 2000
80 2000 has been a significant year of development for Mandarin Oriental, during which it made
considerable progress towards its goal of being recognised as one of the top global luxury hotel groups.
60
The number of hotels operated by the group grew from 12 to 20, including a New York hotel currently
40 under development. Mandarin Oriental Hyde Park in London was reopened in late May as one of
London’s most luxurious hotels following the completion of an extensive renovation programme.
20
0 The profit before interest and tax for the year was US$53 million, including the write-back of a
96 97 98 99 00
US$4 million property provision, an increase of US$11 million from 1999. The increase includes the
*Excluding non-recurring
items contribution of The Rafael Group hotels from late May. As a result of higher financing charges, including
interest on the US$76 million convertible bonds issued in March as part of a US$150 million rights issue,
the net profit was US$18 million, compared with US$17 million in the previous year. In addition to the
property write-back in relation to the Singapore hotel, valuation increases of US$101 million, principally
on the group’s two Hong Kong properties, have been reflected in the balance sheet.
Revenue per
Available Room
(US$) In May, Mandarin Oriental acquired The Rafael Group, an operator of six distinctive luxury hotels. The
350 consideration for the acquisition was US$143 million, which was financed out of proceeds from the
300 rights issue. In September, the group signed an exclusive joint venture agreement with Indian Hotels
250 and Health Resorts to manage and develop luxury hotels throughout India, and the first property to
200 open under this joint venture is Mandarin Oriental Ananda, The Himalayas. Mandarin Oriental, Miami, in
150 which the group has a 25% interest and a long-term management contract, opened in late November
100 and work is progressing on Mandarin Oriental, New York, scheduled to open in late 2003.
50
The group’s strategy remains focused on positioning Mandarin Oriental as one of the world’s leading
0
96 97 98 99 00 luxury hotel brands with a growing presence in key international destinations. The objective is to
Mandarin Oriental increase the number of rooms under operation to 10,000 from the current 7,000.
Hyde Park, London
Mandarin Oriental,
Hong Kong The necessary elements for the long-term success of the group’s expansion strategy are now firmly in
The Oriental,
Bangkok place with the integration of the Rafael hotels complete and the London and Miami properties now
The Excelsior,
Hong Kong
operational. The group is well-positioned for 2001 benefiting from both the expected continuing
recovery in room rates of the two Hong Kong hotels and a full-year contribution from the London
property.
5,000
There were significant developments for Cycle & Carriage during 2000. In March, a 31% stake in Astra
International, one of the largest companies in Indonesia, was acquired as part of the group’s strategic 4,000
development plan.
3,000
Cycle & Carriage’s profit for 2000, excluding non-recurring items, increased by 76% to S$173 million. 2,000
Earnings from motor operations rose by 90%, with improvements in all markets, and particularly in
1,000
Singapore where the market grew significantly. Property earnings declined by 53% as the highly
profitable MeraWoods project was completed in 1999 and 60%-owned MCL Land had only a limited 0
96 97 98 99 00
number of projects under development. Astra International contributed S$51 million at an operational
*Including share of
level as the Indonesian vehicle market rebounded strongly, but Cycle & Carriage’s share of unrealised associates’ revenue
exchange losses arising from the impact of the weak Rupiah on Astra International’s high level of
foreign currency debt amounted to S$84 million. Overall profit for Cycle & Carriage declined by 11% to
S$100 million.
The Singapore motor operations will suffer from the loss of the Mercedes-Benz distributorship from Net Profit*
(S$ million)
January 2001, as well as a reduction in the quota for certificates of entitlement. The Malaysian motor 250
interests are, however, expected to benefit from increased local assembly activity. In Australia, the
200
expanded Hyundai product range should stimulate growth, and last year’s acquisition of 100% of Truck
Investments in New Zealand will improve returns. No significant recovery is expected in the Singapore 150
property market. MCL Land proposes to sell its two investment properties in Singapore in order to focus
100
on property development.
50
Cycle & Carriage will have the benefit of a full-year’s earnings from Astra International in 2001, compared
with eight months in 2000, although the Indonesian car market is expected to slow as pent-up demand 0
96 97 98 99 00
has been satisfied. The continuing economic instability in Indonesia will also expose the group to
*Excluding non-recurring
exchange losses if the Indonesian Rupiah weakens further. items
Other Interests
The trading environment for Edaran Otomobil Nasional, in which the Group holds 19%, continued to
improve, benefiting both its motor and financial services businesses.
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, property, financial services and auto-components.
10 11
Jardine Strategic Annual Report 2000
Asset Valuation
Dividends
At the year end, the Directors reviewed the
The Board is recommending an unchanged final
carrying value of the Group’s assets and as a
dividend of US¢9.90 per share giving a total
result, impairment losses of US$129 million were
dividend of US¢14.50 per share for the year.
recorded against Dairy Farm’s assets in Australia
and Hong Kong. The Group’s share of the net
Cash Flow surplus arising from the revaluation of its
Net cash flow before financing activities for the properties, together with the surplus on the
year was an outflow of US$250 million. Cash annual professional revaluation of properties in
flow from operating activities reduced mainly Hongkong Land amounted to US$759 million
due to the weak performance by Dairy Farm. and has been taken directly to property
Capital expenditure for the year before disposals revaluation reserves.
Funding
Risk Management and Treasury Activities At the year end, undrawn committed facilities
The Group manages its exposure to financial risk amounted to some US$350 million. In addition,
using a variety of techniques and instruments. the Group had available liquid funds in excess of
The main objective is to provide a degree of US$730 million. Overall net borrowings
certainty about costs. In those businesses with increased to US$1,299 million, representing 28%
significant net debt, measures are taken to fix of capital employed.
the rate of interest paid on a proportion of their
borrowings. In respect of overseas acquisitions
or expansion, borrowings may be taken in the Norman Lyle
local currency in order to partially hedge the Finance Director
investment and projected income. The
investment of the Group’s cash resources is 27th February 2001
managed so as to minimise risk whilst seeking to
enhance yield.
8,000
6,000
4,000
2,000
0
96 97 98 99 00
Net debt
Capital employed
12 13
Jardine Strategic Annual Report 2000
R.C. Kwok
Mr. Kwok is a Chartered Accountant and
joined the Board in 1987. He joined the
Jardine Matheson group in 1964 and is a
director of Jardine Matheson Ltd, Dairy
Farm, Hongkong Land, Jardine Matheson,
Mandarin Oriental and SIIC Medical Science
and Technology (Group).
C.G.R. Leach
Mr. Leach joined the Board in 1987. He
joined the Jardine Matheson group in 1983
after a career in banking and merchant
banking. He is deputy chairman of Jardine
Lloyd Thompson, and a director of Dairy
Farm, Hongkong Land, Jardine Matheson
and Mandarin Oriental. He is also a trustee
of the British Library.
14 15
Jardine Strategic Annual Report 2000
2000 1999
Note US$m US$m
US¢ US¢
2000 1999
Note US$m US$m
Capital employed
Share capital 21 53.3 57.8
Share premium 22 1,273.6 1,528.4
Revenue and other reserves 23 3,431.9 2,303.4
Own shares held 25 (795.3) (513.7)
Shareholders’ funds 3,963.5 3,375.9
Outside interests 26 617.0 1,058.1
4,580.5 4,434.0
Percy Weatherall
Norman Lyle
Directors
16 17
Jardine Strategic Annual Report 2000
2000 1999
Note US$m US$m
2000 1999
Note US$m US$m
Operating activities
Operating profit 76.7 51.7
Depreciation and amortisation 27(a) 183.6 165.2
Other non-cash items 27(b) (72.5) 4.5
Decrease in working capital 27(c) 61.3 56.9
Interest received 37.8 46.7
Interest and other financing charges paid (108.0) (78.7)
Tax paid (20.0) (22.4)
158.9 223.9
Dividends from associates and joint ventures 125.4 119.1
Cash flows from operating activities 284.3 343.0
Investing activities
Purchase of subsidiary undertakings 27(d) (465.6) (145.3)
Purchase of associates, joint ventures and other investments 27(e) (84.3) (87.8)
Purchase of tangible assets (234.9) (298.1)
Sale of subsidiary undertakings – 7.4
Sale of associates and joint ventures 27(f) 108.5 21.3
Sale of other investments 27(g) 134.2 1.5
Sale of tangible assets 7.9 32.0
Cash flows from investing activities (534.2) (469.0)
Financing activities
Repurchase of shares (259.5) –
Capital contribution from outside shareholders 19.2 2.9
Drawdown of borrowings 1,305.0 517.5
Repayment of borrowings (600.1) (325.7)
Dividends paid by the Company (167.2) (144.4)
Dividends paid to outside shareholders (36.3) (136.0)
Cash flows from financing activities 261.1 (85.7)
Effect of exchange rate changes (6.0) 10.0
Net increase/(decrease) in cash and cash equivalents 5.2 (201.7)
Cash and cash equivalents at 1st January 702.5 904.2
Cash and cash equivalents at 31st December 27(h) 707.7 702.5
18 19
Jardine Strategic Annual Report 2000
Basis of preparation
The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain non-
current assets, and comply with International Accounting Standards.
In view of the international nature of the Group’s operations, the amounts shown in the financial statements are presented in United
States Dollars.
The Group’s reportable segments are set out in note 1 and are described on pages 6 to 11.
Basis of consolidation
(a) The consolidated financial statements include the financial statements of the Company, its subsidiary undertakings and, on the
basis set out in (b) below, its associates and joint ventures. Subsidiary undertakings are companies over which the Company has
control. Control is the power to govern the financial and operating policies of the company so as to obtain benefits from its activities.
The results of subsidiary undertakings, associates and joint ventures are included or excluded from their effective dates of
acquisition or disposal respectively.
All material intercompany transactions, balances and unrealised surpluses and deficits on transactions between Group companies
have been eliminated. The cost of and related income arising from shares held in the Company by an associate is eliminated from
shareholders’ funds and profit respectively.
(b) Associates are companies, not being subsidiary undertakings, over which the Group exercises significant influence. Joint
ventures are entities which the Group jointly controls with one or more other venturers. Associates and joint ventures are included
on the equity basis of accounting.
The profit or loss on disposal of investment properties held by associates and joint ventures is recognised by reference to their
carrying value.
(c) Outside interests represent the proportion of the results and net assets of subsidiary undertakings and their associates and joint
ventures not attributable to the Group.
(d) The results of companies other than subsidiary undertakings, associates and joint ventures are included only to the extent of
dividends received.
Foreign currencies
Transactions in foreign currencies are accounted for at the exchange rates ruling at the transaction dates.
Assets and liabilities of subsidiary undertakings, associates and joint ventures, together with all other monetary assets and liabilities
expressed in foreign currencies are translated into United States Dollars at the rates of exchange ruling at the year end. Results
expressed in foreign currencies are translated into United States Dollars at the average rates of exchange ruling during the year.
Net exchange differences arising from the translation of the financial statements of subsidiary undertakings, associates and joint
ventures expressed in foreign currencies, and exchange differences on transactions which hedge these investments are taken
directly to exchange reserves. On the disposal of these investments, such exchange differences are recognised in the consolidated
profit and loss account as part of the profit or loss on disposal. All other exchange differences are dealt with in the consolidated
profit and loss account.
The profit or loss on disposal of subsidiary undertakings, associates and joint ventures is calculated by reference to the net assets
at the date of disposal including the attributable amount of goodwill which remains unamortised but does not include any
attributable goodwill previously eliminated against reserves.
Depreciation is calculated on the straight line basis at annual rates estimated to write off the cost or valuation of each asset over its
estimated life. The principal rates in use are as follows:
No depreciation is provided on freehold land as it is deemed to have an indefinite life. In respect of hotel properties held on leases
with more than 20 years to run, it is the Group’s practice to maintain the properties in a continual state of sound repair, such that
their value is not diminished by the passage of time. Accordingly, the Directors consider that the lives of these properties are
sufficiently long and their residual values, based on prices prevailing at the time of valuation, are sufficiently high that their
depreciation is insignificant. The cost of maintenance and repairs of the hotel properties is charged to the consolidated profit and
loss account as incurred and the cost of significant improvements is capitalised.
Where the carrying amount of a tangible fixed asset is greater than its estimated recoverable amount, it is written down immediately
to its recoverable amount.
The profit or loss on disposal of tangible fixed assets is recognised by reference to their carrying amount.
Investments
(a) Other non-current investments are shown at cost less amounts provided. As the investments are held for the long term, provision is
only made where, in the opinion of the Directors, there is a long-term impairment in value.
(b) Liquid investments which are readily convertible to known amounts of cash are included in bank balances and other liquid funds
and are stated at market value. Increases or decreases in market value are dealt with in the consolidated profit and loss account.
20 21
Jardine Strategic Annual Report 2000
Stocks
Stocks which principally comprise goods held for resale are stated at the lower of cost and net realisable value. Cost is determined
by the first-in, first-out method.
Debtors
Trade debtors are carried at anticipated realisable value. An estimate is made for doubtful debts based on a review of all outstanding
amounts at the year end. Bad debts are written off during the year in which they are identified.
Provisions
Provisions are recognised when the Group has present legal or constructive obligations as a result of past events, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligations, and a reliable estimate of the
amount of the obligations can be made.
On issue of convertible bonds, the fair value of the liability portion is determined using a market interest rate for an equivalent non-
convertible bond; this amount is included in long-term borrowings on the amortised cost basis until extinguished on conversion or
maturity of the bonds. The remainder of the proceeds is allocated to the conversion option which is recognised and included in
shareholders’ funds or non-current liabilities, as appropriate.
Borrowing costs relating to major development projects are capitalised until the asset is ready for use. Capitalised borrowing costs
are included as part of the cost of the asset. All other borrowing costs are expensed as incurred.
Deferred tax
Deferred tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and
liabilities and their carrying values.
Provision for deferred tax is made on the revaluation of certain non-current assets and, in relation to an acquisition, on the
difference between the fair values of the net assets acquired and their tax base. Provision for withholding tax which could arise on
the remittance of retained earnings relating to subsidiary undertakings is only made where there is a current intention to remit such
earnings. Deferred tax assets relating to carry forward of unused tax losses are recognised to the extent that it is probable that
future taxable profit will be available against which the unused tax losses can be utilised.
Pension accounting costs for defined benefit plans are assessed using the projected unit credit method. Under this method, the
costs of providing pensions are charged to the consolidated profit and loss account so as to spread the regular cost over the service
lives of employees in accordance with the advice of qualified actuaries who carry out a full valuation of major plans every year. The
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. All actuarial gains and losses are spread forward over the average remaining service lives of employees.
The Group’s total contributions relating to the defined contribution plans are charged to the consolidated profit and loss account in
the year to which they relate.
Dividends
Dividends proposed or declared after the balance sheet date are not recognised as a liability at the balance sheet date.
Revenue
Revenue consists of gross inflow of economic benefits associated with a transaction and is recognised when the amount can be
measured reliably. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods have
been transferred to outside customers, and revenue from the rendering of services is recognised when services are performed.
Operating leases
Payments made under operating leases are charged to the consolidated profit and loss account on a straight line basis over the
period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to
the lessor by way of penalty is recognised as an expense in the year in which termination takes place.
Pre-operating costs
Pre-operating costs are expensed as they are incurred.
22 23
Jardine Strategic Annual Report 2000
1 Revenue
2000 1999
US$m US$m
By business:
Dairy Farm 5,733.0 5,917.9
Mandarin Oriental 227.0 179.2
5,960.0 6,097.1
The Group is grouped into seven core companies as described on page 4 and accordingly its primary segment reporting format is business segments with
secondary segment information reported geographically.
Northeast Asia includes Japan and Taiwan. Southeast Asia includes all other countries in Asia.
By business:
Dairy Farm (54.8) 29.5
Mandarin Oriental 39.1 31.0
(15.7) 60.5
Corporate and other interests 5.0 (9.4)
Non-recurring items (refer note 7) 87.4 0.6
76.7 51.7
The number of employees at 31st December 2000 was 59,000 (1999: 61,000).
24 25
Jardine Strategic Annual Report 2000
Interest expense
– bank loans and advances (111.6) (83.2)
– other loans (2.2) –
(113.8) (83.2)
Interest income 39.8 45.0
Commitment and other fees (3.0) (1.7)
(77.0) (39.9)
By business:
Jardine Matheson 100.0 59.4
Dairy Farm 35.6 23.4
Hongkong Land 93.1 103.3
Mandarin Oriental 7.3 8.9
Cycle & Carriage 16.7 20.1
252.7 215.1
Corporate and other interests 0.1 0.1
Non-recurring items (refer note 7) 295.1 14.7
547.9 229.9
By nature:
Discontinued activities
– Robert Fleming 471.5 464.5 – –
– Chubb China in Jardine Matheson 22.7 22.1 – –
– Central Registration in Jardine Matheson – – 9.1 8.8
– Matheson Investment in Jardine Matheson – – 10.6 9.3
– other 18.5 17.1 0.3 0.3
512.7 503.7 20.0 18.4
Impairment of assets
– Jardine Motors Group in Jardine Matheson (18.4) (15.3) – –
– Dairy Farm (129.4) (74.3) – –
– other (20.8) (20.0) (5.6) (3.1)
(168.6) (109.6) (5.6) (3.1)
Sale and revaluation of properties
– Hongkong Land 39.8 39.8 0.8 0.9
– other (1.7) (2.1) 0.1 0.2
38.1 37.7 0.9 1.1
Other 0.3 1.2 – –
382.5 433.0 15.3 16.4
By business:
Jardine Matheson 241.8 240.6 19.7 18.1
Dairy Farm (129.4) (74.3) (7.9) (4.3)
Hongkong Land 44.0 44.0 0.8 0.9
Mandarin Oriental 3.8 2.4 – –
Cycle & Carriage 6.1 4.1 3.3 2.3
Corporate and other interests 216.2 216.2 (0.6) (0.6)
382.5 433.0 15.3 16.4
Included in:
Operating profit 87.4 0.6
Share of results of associates and joint ventures 295.1 14.7
382.5 15.3
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.
26 27
Jardine Strategic Annual Report 2000
8 Tax
2000 1999
US$m US$m
By geographical area:
Australasia 3.1 5.6
United Kingdom 3.2 6.5
Continental Europe 2.2 2.1
Hong Kong and Mainland China 33.2 12.2
North America 4.0 3.9
Northeast Asia 2.0 1.4
Southeast Asia 20.1 14.8
67.8 46.5
Reconciliation between tax expense and tax at the applicable tax rate:
Tax at applicable tax rate (18.2) 32.7
Tax relating to non-recurring items 30.0 (4.5)
Income not subject to tax (14.9) (10.5)
Expenses not deductible for tax purposes 27.3 18.2
Tax losses not recognised 43.4 25.0
Utilisation of previously unrecognised tax losses (2.6) (1.0)
Deferred tax assets written off 2.5 1.5
Recognition of previously unrecognised deferred tax assets (1.7) (5.4)
Changes in tax rates – 0.1
Over provision in prior years (0.5) (8.3)
Tax rebate – (5.2)
Withholding tax 2.4 3.5
Other 0.1 0.4
67.8 46.5
The applicable tax rate represents the weighted average of the rates of taxation prevailing in the territories in which the Group operates.
Earnings per share excluding non-recurring items are calculated on the net profit after adjusting for non-recurring items as follows:
2000 1999
US$m US$m
10 Goodwill
Positive Negative
goodwill goodwill Net
US$m US$m US$m
2000
Net book value at 1st January 112.0 (5.1) 106.9
Exchange rate adjustments (3.3) – (3.3)
Additions 37.6 (36.4) 1.2
Amortisation (9.0) 1.4 (7.6)
Impairment charge (14.5) – (14.5)
Net book value at 31st December 122.8 (40.1) 82.7
1999
Net book value at 1st January 15.7 (4.1) 11.6
Exchange rate adjustments 0.7 – 0.7
Additions 99.3 (1.2) 98.1
Amortisation (3.7) 0.2 (3.5)
Net book value at 31st December 112.0 (5.1) 106.9
28 29
Jardine Strategic Annual Report 2000
11 Tangible Assets
Furniture,
Leasehold equipment
Land & improve- Plant & & motor
buildings ments machinery vehicles Total
US$m US$m US$m US$m US$m
2000
Net book value at 1st January 1,247.8 189.7 377.1 204.6 2,019.2
Exchange rate adjustments (41.9) (15.3) (37.0) (13.6) (107.8)
New subsidiary undertakings 100.0 2.3 1.8 0.3 104.4
Additions 27.4 73.0 57.3 55.6 213.3
Disposals (24.7) (5.3) (14.1) (5.3) (49.4)
Depreciation charge (4.6) (39.6) (66.3) (65.5) (176.0)
Impairment charge – (17.3) (51.5) (46.1) (114.9)
Net revaluation surplus 77.4 – – – 77.4
Net book value at 31st December 1,381.4 187.5 267.3 130.0 1,966.2
1999
Net book value at 1st January 1,049.2 151.3 304.4 177.4 1,682.3
Exchange rate adjustments (0.7) 1.5 8.8 3.1 12.7
New subsidiary undertakings 54.1 5.5 6.5 10.6 76.7
Additions 35.2 67.9 131.1 81.8 316.0
Disposals (22.1) (4.2) (6.5) (6.6) (39.4)
Depreciation charge (4.5) (30.6) (66.7) (59.9) (161.7)
Impairment charge – (1.7) (0.5) (1.8) (4.0)
Net revaluation surplus 136.6 – – – 136.6
Net book value at 31st December 1,247.8 189.7 377.1 204.6 2,019.2
The Group’s land and buildings were revalued at 31st December 1999 by independent valuers. The Directors have reviewed the carrying values at
31st December 2000 and as a result a net surplus of US$0.2 million (1999: US$0.5 million) arising on movement of individual properties below depreciated
cost has been credited to the consolidated profit and loss account, and a net surplus of US$77.2 million (1999: US$136.1 million) has been taken directly to
property revaluation reserves. The amounts attributable to the Group are US$0.1 million and US$59.3 million, respectively.
Certain of the land and buildings are pledged as security for borrowings (refer note 19).
If the land and buildings had been included in the financial statements at cost less depreciation, the carrying value would have been US$819.2 million
(1999: US$767.2 million).
30 31
Jardine Strategic Annual Report 2000
Listed associates
– Cycle & Carriage 198.8 187.0
– Hongkong Land 2,577.2 1,787.1
– Jardine Matheson 497.7 587.5
– The Oriental Hotel (Thailand) 48.4 48.1
– other 11.5 12.2
3,333.6 2,621.9
Unlisted associates 230.8 189.2
3,564.4 2,811.1
Joint ventures 54.2 55.6
Share of attributable net assets 3,618.6 2,866.7
Goodwill on acquisition
– positive 139.8 45.2
– negative (67.5) (60.0)
72.3 (14.8)
Amounts due to associates and joint ventures (61.6) –
3,629.3 2,851.9
The Group’s share of assets and liabilities and results of joint ventures are summarised below:
2000 1999
US$m US$m
The Directors believe it appropriate to continue to state the value of the Group’s investment in listed associates at its share of attributable net assets
notwithstanding the lower stock market valuation of certain listed associates at the year end.
Amounts due to associates and joint ventures represent loans, denominated in Euro, payable to Hongkong Land and Jardine Matheson of US$50.4 million and
US$11.2 million respectively, of which US$45.9 million and US$10.2 million are interest bearing at market rate.
If the listed investments had been realised at their market values no taxation would have been payable.
32 33
Jardine Strategic Annual Report 2000
13 Other Investments
2000 1999
US$m US$m
Listed investments
– Edaran Otomobil Nasional 94.8 94.8
– J.P. Morgan Chase & Co. 116.8 –
– other 103.7 103.2
315.3 198.0
Unlisted investments 170.1 179.4
485.4 377.4
14 Deferred Tax
Provisions
Accelerated and other
tax Property temporary
depreciation revaluation Losses differences Total
US$m US$m US$m US$m US$m
2000
At 1st January (14.3) (27.4) – 2.6 (39.1)
Exchange rate adjustments (1.7) 5.7 – (1.1) 2.9
Credited to consolidated profit and
loss account 0.2 0.2 2.0 1.9 4.3
Credited to reserves – 1.3 – – 1.3
At 31st December (15.8) (20.2) 2.0 3.4 (30.6)
1999
At 1st January (28.0) (27.1) 3.1 (2.6) (54.6)
Exchange rate adjustments – (1.2) 0.2 0.1 (0.9)
Credited/(charged) to consolidated
profit and loss account 13.8 – (3.4) 5.8 16.2
Credited to reserves – 0.9 – – 0.9
New subsidiary undertakings (0.1) – 0.1 (0.7) (0.7)
At 31st December (14.3) (27.4) – 2.6 (39.1)
Deferred tax balances predominantly comprise non-current items. Deferred tax assets and liabilities are netted when the taxes relate to the same taxation
authority and where offsetting is allowed.
Deferred tax assets of US$83.2 million (1999: US$40.0 million) arising from unused tax losses of US$394.4 million (1999: US$161.5 million) have not been
recognised in the financial statements. Included in the unused tax losses, US$351.6 million (1999: US$107.0 million) has no expiry date and the balance will
expire at various dates up to and including 2015.
Deferred tax liabilities of US$1.1 million (1999: US$1.1 million) on temporary differences associated with investment in subsidiary undertakings of
US$10.8 million (1999: US$10.9 million) have not been recognised as there is no current intention of remitting the retained earnings to the holding companies.
15 Pension Plans
The Group has a large number of defined benefit pension plans, covering all the main territories in which it operates with the major
plans relating to employees in Hong Kong and Southeast Asia. Most of the pension plans are final salary defined benefit plans and
are either funded or unfunded. The assets of the funded plans are held independently of the Group’s assets in separate trustee
administered funds. The Group’s major plans are valued by independent actuaries annually using the projected unit credit method.
34 35
Jardine Strategic Annual Report 2000
The principal actuarial assumptions used for accounting purposes at 31st December are as follows:
2000 1999
% %
The amounts recognised in the consolidated profit and loss account are as follows:
2000 1999
US$m US$m
The weighted average interest rate on deposits with banks and financial institutions is 6.0% (1999: 5.8%).
36 37
Jardine Strategic Annual Report 2000
19 Borrowings
2000 1999
US$m US$m
Current
– bank overdrafts 29.6 25.4
– other bank advances 8.3 40.7
37.9 66.1
Current portion of long-term bank borrowings 53.5 258.2
91.4 324.3
Long-term borrowings
– bank 1,924.3 1,032.2
– convertible bonds 20.4 –
1,944.7 1,032.2
2,036.1 1,356.5
2000
Australian Dollar 6.9 1.3 77.6 199.5 277.1
Hong Kong Dollar 7.1 2.3 243.6 358.2 601.8
Malaysian Ringgit 7.3 – – 25.5 25.5
New Taiwan Dollar 5.6 – – 20.6 20.6
New Zealand Dollar 7.0 1.0 26.4 30.8 57.2
Singapore Dollar 3.6 – – 21.3 21.3
United Kingdom Sterling 6.9 – – 103.6 103.6
United States Dollar 7.5 51.5 20.4 883.1 903.5
Other 5.1 7.3 23.7 1.8 25.5
391.7 1,644.4 2,036.1
1999
Australian Dollar 6.1 0.9 101.0 149.8 250.8
Hong Kong Dollar 7.3 0.6 141.5 366.0 507.5
Malaysian Ringgit 7.6 – – 26.3 26.3
New Taiwan Dollar 5.9 – – 34.5 34.5
New Zealand Dollar 6.3 1.6 46.8 36.4 83.2
Singapore Dollar 3.4 – – 32.4 32.4
United Kingdom Sterling 6.4 – – 111.7 111.7
United States Dollar 6.7 – – 308.2 308.2
Other 6.4 – – 1.9 1.9
289.3 1,067.2 1,356.5
In March 2000, Mandarin Oriental issued US$75.8 million 6.75% convertible bonds due 2005. Proceeds of the bonds were used to finance the acquisition of
The Rafael Group. The bonds are convertible up to and including 23rd February 2005 into fully paid ordinary shares of Mandarin Oriental at a conversion price
of US$0.671 per ordinary share. At 31st December 2000, US$60.7 million of the bonds were held by the Company and were netted off the carrying amount of
the bonds.
Secured borrowings at 31st December 2000 were secured against Mandarin Oriental’s tangible fixed assets. The net book value of these assets at
31st December 2000 was US$951.2 million (1999: US$837.5 million).
The weighted average interest rates and period of fixed rate borrowings are stated after taking account of hedging transactions.
38 39
Jardine Strategic Annual Report 2000
2000
By business:
Jardine Matheson – – 627.2 – 627.2
Dairy Farm 1,674.1 (930.6) 123.6 (264.4) 602.7
Hongkong Land – – 2,513.7 – 2,513.7
Mandarin Oriental 1,112.5 (54.2) 228.8 (279.0) 1,008.1
Cycle & Carriage – – 195.8 – 195.8
2,786.6 (984.8) 3,689.1 (543.4) 4,947.5
Corporate and other interests 11.8 (13.8) (59.8) (305.2) (367.0)
2,798.4 (998.6) 3,629.3 (848.6) 4,580.5
By geographical area:
Australia 356.6 (232.0) 20.8 (211.3) (65.9)
New Zealand 154.5 (72.0) 6.2 (50.5) 38.2
United Kingdom 206.7 (9.0) 83.7 (102.9) 178.5
Continental Europe 30.0 (0.7) 81.1 (13.1) 97.3
Hong Kong and Mainland China 1,447.1 (404.2) 2,589.7 (596.7) 3,035.9
North America 126.4 (28.5) 458.3 477.2 1,033.4
Northeast Asia 87.6 (58.5) 24.2 (19.2) 34.1
Southeast Asia 377.7 (179.9) 425.1 (26.9) 596.0
2,786.6 (984.8) 3,689.1 (543.4) 4,947.5
Corporate and other interests 11.8 (13.8) (59.8) (305.2) (367.0)
2,798.4 (998.6) 3,629.3 (848.6) 4,580.5
1999
By business:
Jardine Matheson – – 620.4 – 620.4
Dairy Farm 2,035.2 (1,032.1) 146.3 (240.2) 909.2
Hongkong Land – – 1,727.2 – 1,727.2
Mandarin Oriental 931.9 (40.2) 167.6 (228.9) 830.4
Cycle & Carriage – – 187.9 – 187.9
2,967.1 (1,072.3) 2,849.4 (469.1) 4,275.1
Corporate and other interests 2.6 (19.7) 2.5 173.5 158.9
2,969.7 (1,092.0) 2,851.9 (295.6) 4,434.0
By geographical area:
Australia 674.6 (363.3) 22.9 (193.8) 140.4
New Zealand 171.9 (78.5) 1.6 (67.8) 27.2
United Kingdom 193.9 (4.6) 116.9 (95.9) 210.3
Continental Europe – – 53.4 – 53.4
Hong Kong and Mainland China 1,415.5 (395.5) 1,680.5 (559.2) 2,141.3
North America 30.8 (26.4) 554.1 530.4 1,088.9
Northeast Asia 100.3 (56.9) 35.7 (31.7) 47.4
Southeast Asia 380.1 (147.1) 384.3 (51.1) 566.2
2,967.1 (1,072.3) 2,849.4 (469.1) 4,275.1
Corporate and other interests 2.6 (19.7) 2.5 173.5 158.9
2,969.7 (1,092.0) 2,851.9 (295.6) 4,434.0
Associates and joint ventures include share of attributable net assets and unamortised goodwill on acquisition.
Other assets and liabilities include other investments, tax assets and liabilities, cash and cash equivalents, and borrowings.
40 41
Jardine Strategic Annual Report 2000
21 Share Capital
2000 1999
US$m US$m
Authorised:
1,500,000,000 shares of US¢5 each 75.0 75.0
1,000,000 shares of US$800 each 800.0 800.0
875.0 875.0
Ordinary shares
in millions 2000 1999
2000 1999 US$m US$m
During the year, the Company repurchased 90.0 million shares at a cost of US$259.5 million through the stock market.
In 1999, the Company repurchased and cancelled 58.7 million shares held by a wholly-owned subsidiary undertaking at a cost of US$24.6 million.
22 Share Premium
2000 1999
US$m US$m
2000
At 1st January 1,031.6 407.7 1,022.5 (158.4) 2,303.4
Property revaluation – – 758.6 – 758.6
Deferred tax on property revaluation – – (0.9) – (0.9)
Net exchange translation differences
– amount arising in year – – – (71.2) (71.2)
– disposal of subsidiary undertakings,
associates and joint ventures – – – 30.6 30.6
Net profit 535.2 – – – 535.2
Dividends (refer note 24) (125.0) – – – (125.0)
Other 1.2 – – – 1.2
Transfer 15.6 – (11.9) (3.7) –
At 31st December 1,458.6 407.7 1,768.3 (202.7) 3,431.9
of which:
Company 1,239.4 303.4 – 2.4 1,545.2
Associates and joint ventures 573.0 – 1,554.3 (141.2) 1,986.1
1999
At 1st January 982.4 407.7 909.9 (150.7) 2,149.3
Property revaluation – – 117.2 – 117.2
Deferred tax on property revaluation – – (0.4) – (0.4)
Net exchange translation differences
– amount arising in year – – – (9.7) (9.7)
– disposal of subsidiary undertakings,
associates and joint ventures – – – (0.1) (0.1)
Net profit 156.8 – – – 156.8
Dividends (refer note 24) (112.3) – – – (112.3)
Change in attributable interests 2.2 – – 0.4 2.6
Transfer 2.5 – (4.2) 1.7 –
At 31st December 1,031.6 407.7 1,022.5 (158.4) 2,303.4
of which:
Company 966.8 303.4 – (0.4) 1,269.8
Associates and joint ventures 808.1 – 842.9 (122.1) 1,528.9
The capital reserves of US$104.3 million (1999: US$104.3 million) represent the share capital and share premium of Jardine Securities Limited, the holding
company of the Group prior to the reorganisation in 1987 when Jardine Strategic Holdings Limited became the new holding company, and are non-distributable.
Contributed surplus represents the excess in value of shares acquired in consideration for the issue of the Company’s shares, over the nominal value of those
shares issued. Under the Bye-Laws of the Company, the contributed surplus is distributable.
The property revaluation arising during the year includes surpluses of US$701.1 million and US$62.6 million (1999: US$44.6 million and US$71.0 million)
relating to Hongkong Land and Mandarin Oriental respectively.
42 43
Jardine Strategic Annual Report 2000
24 Dividends
2000 1999
US$m US$m
Final dividend in respect of 1999 of US¢9.90 (1998: US¢7.90) per share 114.4 91.3
Interim dividend in respect of 2000 of US¢4.60 (1999: US¢4.60) per share 52.8 53.1
167.2 144.4
Less Company’s share of dividends paid on the shares held by an associate (42.2) (32.1)
125.0 112.3
A final dividend in respect of 2000 of US¢9.90 (1999: US¢9.90) per share amounting to a total of US$105.5 million (1999: US$114.4 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 an associate of US$39.1 million (1999: US$26.5 million) will be accounted for as an
appropriation of revenue reserves in the year ending 31st December 2001.
26 Outside Interests
2000 1999
US$m US$m
By business:
Dairy Farm 237.0 401.9
Mandarin Oriental 383.0 400.6
Connaught Investors – 237.1
Other (3.0) 33.3
617.0 1,072.9
Less own shares held attributable to outside interests – (14.8)
617.0 1,058.1
By business:
Dairy Farm 170.9 150.7
Mandarin Oriental 12.7 14.5
183.6 165.2
By business:
Dairy Farm 144.6 5.1
Mandarin Oriental (0.2) –
Corporate and other interests (216.9) (0.6)
(72.5) 4.5
44 45
Jardine Strategic Annual Report 2000
Net cash outflow in 2000 of US$151.4 million included Mandarin Oriental’s acquisition of The Rafael Group of US$134.6 million.
Net cash outflow in 1999 of US$99.0 million included Dairy Farm’s acquisition of Giant in Malaysia of US$58.4 million, and stores in Australia and Singapore of
US$17.8 million and US$17.7 million respectively.
The revenue and operating profit in respect of subsidiary undertakings acquired during the year amounted to US$69.6 million (1999: US$75.3 million) and
US$6.4 million (1999: US$2.4 million) respectively.
Purchase of associates and joint ventures in 2000 included the Company’s increased interest in Hongkong Land of US$37.5 million.
Purchase of associates and joint ventures in 1999 included the Company’s increased interest in Hongkong Land of US$34.2 million, and Dairy Farm’s
additional investment in DFI Géant in Taiwan of US$15.8 million.
2000 1999
(h) Analysis of balances of cash and cash equivalents US$m US$m
Bank balances and other liquid funds (refer note 17) 737.3 727.9
Bank overdrafts (refer note 19) (29.6) (25.4)
707.7 702.5
46 47
Jardine Strategic Annual Report 2000
28 Financial Instruments
The Company and its subsidiary undertakings manage their exposure to financial risks using a variety of techniques and
instruments. Entering into speculative transactions is specifically prohibited.
Funding risk
The Group’s ability to fund its existing and prospective debt requirements is managed by maintaining the availability of adequate
committed funding lines from high quality lenders.
Counterparty risk
The Group’s ownership of financial assets involves the risk that counterparties may be unable to meet the terms of their
agreements. The Group manages these risks by monitoring credit ratings and limiting the aggregate risk to any individual
counterparty.
Fair values
The fair values of the Group’s financial assets and liabilities, before taking account of hedging transactions, are summarised as
follows:
2000 1999
Carrying Fair Carrying Fair
amount value amount value
Financial assets US$m US$m US$m US$m
The fair value of debtors, bank balances and other liquid funds, creditors and accruals, and current borrowings approximate their
carrying amount due to the short-term maturities of these assets and liabilities.
The fair value of listed investments is based on market prices. Unlisted investments have been valued using discounted cash flow
analyses or by reference to the market prices of the underlying investments and discounted for their lower liquidity or by
comparison to the market value of similar investments.
The fair value of long-term borrowings is estimated using the expected future payments discounted at market interest rates.
Currency profile
The currency profile of the Group’s financial assets and liabilities, before taking account of hedging transactions, is summarised as
follows:
2000 1999
Financial Financial Financial Financial
assets liabilities assets liabilities
Currency US$m US$m US$m US$m
48 49
Jardine Strategic Annual Report 2000
The fair value of derivative financial instruments represents the unrealised gains or losses of open contracts of which a net loss of
US$1.3 million (1999: net gain of US$2.1 million) arising from the hedge of assets and liabilities in the balance sheet is recognised
in the financial statements.
2000 1999
Forward foreign exchange contracts US$m US$m
Contract amount:
Australian Dollar – 16.0
Euro 22.6 –
French Franc – 56.1
Hong Kong Dollar 262.8 199.2
285.4 271.3
All forward foreign exchange contracts outstanding at the year end are forward sale contracts.
2000 1999
Interest rate swaps US$m US$m
Due dates:
– within one year 36.5 303.1
– between one and five years 311.1 80.1
– beyond five years 10.1 –
357.7 383.2
At 31st December 2000, the fixed interest rates relating to interest rate swaps vary from 4.2% to 7.9% (1999: 5.4% to 7.9%).
Capital commitments:
Authorised not contracted 60.8 32.9
Contracted not provided 8.3 79.7
69.1 112.6
Total future sublease payments receivable relating to the above operating leases amounted to US$2.7 million (1999: US$19.1 million).
In addition, the Group has operating lease commitments with rentals determined in relation to sales. It is not possible to quantify
accurately future rentals payable under such leases.
30 Contingent Liabilities
Various Group companies are involved in litigation arising in the ordinary course of their respective businesses. Having reviewed
outstanding claims and taking into account legal advice received, the Directors are of the opinion that adequate provisions have
been made in the financial statements.
50 51
Jardine Strategic Annual Report 2000
Subsidiary undertakings and associates are shown at cost less amounts provided.
Dividends receivable
Subsidiary undertakings 46.0 161.4
Associates 162.4 147.9
Other holdings 17.6 12.5
226.0 321.8
Less taken in scrip (75.2) (61.8)
150.8 260.0
Other operating cash flows (35.2) (17.5)
Cash flows from operating activities 115.6 242.5
Investing activities
Purchase of subsidiary undertakings (424.7) (46.8)
Purchase of associates and other investments (55.2) (53.5)
Sale of associates and other investments 223.0 1.4
Cash flows from investing activities (256.9) (98.9)
Financing activities
Repurchase of shares (259.5) –
Capital contribution from outside shareholders 2.9 –
Dividends paid by the Company (167.2) (144.4)
Cash flows from financing activities (423.8) (144.4)
Effect of exchange rate changes 1.2 0.5
Net increase in net debt (563.9) (0.3)
Net debt at 1st January (212.4) (212.1)
Net debt at 31st December (776.3) (212.4)
Represented by:
Bank balances and other liquid funds 58.7 73.9
Long-term borrowings (835.0) (286.3)
(776.3) (212.4)
Corporate cash flow and net debt comprises the cash flows and net cash or debt of the Company and of its investment holding and financing subsidiary
undertakings.
52 53
Jardine Strategic Annual Report 2000
In accordance with the Bye-Laws, Jardine Matheson Limited, a wholly-owned subsidiary undertaking of Jardine Matheson Holdings
Limited, has been appointed General Manager of the Company, and during 2000 received fee income of US$10.5 million
(1999: US$10.6 million) from the Company.
In December 2000, the Company acquired the interests of Hongkong Land International Holdings Limited and JMH Investments
Limited in Connaught Investors Limited for US$207.9 million and US$46.2 million respectively. The consideration is based on the
fair value of the assets held by Connaught Investors Limited. Connaught Investors Limited has become a wholly-owned subsidiary
undertaking of the Company after the above acquisition. Hongkong Land International Holdings Limited and JMH Investments
Limited are wholly-owned subsidiary undertakings of Hongkong Land and Jardine Matheson Holdings Limited respectively.
Bank balances and other liquid funds at 31st December 2000 include deposits of US$12.2 million (1999: US$21.4 million) placed on
normal commercial terms with Matheson Bank Limited, a wholly-owned subsidiary undertaking of Jardine Matheson Holdings Limited.
Cycle & Carriage Ltd* Singapore SGD 233,995,439 ordinary 26 Motor distribution and
property development &
investment
Dairy Farm International Bermuda USD 94,477,432 ordinary 60 Supermarkets and drugstores
Holdings Ltd
Hongkong Land Holdings Ltd* Bermuda USD 246,087,980 ordinary 37 Property development &
USD 307,321,000 convertible – investment, leasing &
bonds due management and
2001 infrastructure investment
Jardine Matheson Holdings Ltd* Bermuda USD 158,983,767 ordinary 50 Supermarkets, consumer
marketing, engineering &
construction, insurance
broking, motor trading,
property and hotels
Mandarin Oriental International Ltd Bermuda USD 44,271,756 ordinary 62 Hotel management &
USD 75,865,000 convertible 80 ownership
bonds due
2005
Attributable interests represent the proportional holdings of the Company, held directly or through its subsidiary undertakings, in the issued share capitals of
the respective subsidiary undertakings and associates, after the deduction of any shares held by the trustees of the employee share option schemes of any
such company and any shares in any such company owned by its wholly-owned subsidiary undertakings.
*Associates. All other companies are subsidiary undertakings.
54 55
Jardine Strategic Annual Report 2000
We have audited the financial statements on pages 16 to 55. These financial statements are the responsibility of the Company’s
Directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion the financial statements give a true and fair view of the financial position of the Group at 31st December 2000 and of
its profit and cash flows for the year then ended in accordance with International Accounting Standards and the Bermuda
Companies Act.
1 Embankment Place
PricewaterhouseCoopers London WC2N 6RH
London, 27th February 2001 United Kingdom
Net profit excluding non-recurring items 102.2 140.4 223.6 240.4 297.5
Net assets per share (US$)* 5.07 3.99 3.21 4.27 5.98
Yearly change (%) 27 24 (25) (29) 19
56 57
Jardine Strategic Annual Report 2000
Cash flows from operating activities 284.3 343.0 351.6 653.0 539.2
Cash flows from investing activities (534.2) (469.0) 160.7 (471.2) (512.8)
Net cash flow before financing (249.9) (126.0) 512.3 181.8 26.4
The financial statements, prepared in accordance with International Accounting Standards, must give a true and fair view of the
state of affairs of the Group at the end of the financial year and of the profit or loss for the year then ended.
The Directors consider that suitable accounting policies, applied on a consistent basis and supported by prudent and reasonable
judgements and estimates, have been selected in preparing the financial statements and that the applicable accounting standards
have been followed.
It is also the responsibility of the Directors to ensure proper accounting records are maintained and to take reasonable steps to
safeguard the assets of the Group as well as to prevent and detect fraud and other irregularities.
The Group’s policy on commercial conduct underpins the internal financial control process. The policy is set out in a published
‘Code of Conduct’ which covers business ethics, compliance with local legislation and accounting requirements. The Code of
Conduct is reinforced and monitored across the Group by an annual compliance certification process.
The operating companies in which the Company has significant stakes maintain control and direction over strategic, financial,
organisational and compliance issues, and have in place organisational structures with defined lines of responsibility and
delegation of authority. There are established policies and procedures for financial planning and budgeting; for information and
reporting systems; and for monitoring the companies’ operations and performance. The information systems in place are designed
to ensure that the financial information reported by the companies is reliable and up to date.
Implementation of the systems of internal financial control throughout the Group’s operating companies is the responsibility of each
companies’ executive management: these systems are monitored by a series of audit committees and an internal audit function
which reports their findings and recommendations for any corrective action required to the relevant audit committee, and, if
appropriate, to the audit committee of the ultimate holding company, Jardine Matheson Holdings Limited.
Prior to completion and announcement of the half-year and year-end results, a detailed analysis of the operating companies’
financial information is reviewed by their respective audit committees with the executive management and reports are received
from the external auditors on the audit process. The external auditors also meet with the full boards of the operating companies,
in addition to the companies’ chief executives and other executive directors, and reports are made available to the Board of the
Company.
58 59
Jardine Strategic Annual Report 2000
The audit committees of the operating companies keep under review the nature, scope and results of the external audit, the audits
conducted by the internal audit department and the findings of the various audit committees of their groups. The independence and
objectivity of the external auditors is also considered on a regular basis.
Directors’ interests
At 31st December 2000, the Directors of the Company had the interests set out below in the ordinary share capitals of the Company
and its subsidiaries, Dairy Farm and Mandarin Oriental, and its holding company, Jardine Matheson. These interests were beneficial
except where otherwise indicated.
In addition:
(a) At 31st December 2000, Percy Weatherall and Norman Lyle each held options in respect of 650,000 ordinary shares in Jardine
Matheson issued pursuant to that company’s senior executive share incentive schemes.
(b) At 31st December 2000, Henry Keswick, Percy Weatherall, Simon Keswick, R.C. Kwok, C.G.R. Leach and Norman Lyle had deemed
interests in 35,915,991 ordinary shares in Jardine Matheson as discretionary objects under a trust (the ‘1947 Trust’), the income of
which is available for distribution to senior executive officers and employees of Jardine Matheson and its wholly-owned
subsidiaries.
(c) On 8th March 2001, Percy Weatherall and Norman Lyle were granted options in respect of a further 150,000 and 50,000 ordinary
shares, respectively, in Jardine Matheson issued pursuant to that company’s senior executive share incentive schemes.
(d) On 8th March 2001, Percy Weatherall acquired 50,000 ordinary shares in Jardine Matheson, upon the exercise of options issued
pursuant to that company’s senior executive share incentive schemes.
Save as disclosed, there were no changes in the above interests between the end of the financial year and 23rd March 2001.
Substantial shareholders
The Company has been informed pursuant to the share interest disclosure obligations incorporated in Part XVII of the statutory
Bermuda Takeover Code governing the Company that Jardine Matheson was interested indirectly in 788,323,240 ordinary shares
representing 74.00% of the Company’s current issued ordinary share capital. Apart from this shareholding, the Company is not
aware of any notifiable interest in 3% or more of the issued ordinary share capital of the Company as at 23rd March 2001.
The Bermuda Takeover Code which governs the Company provides for the disclosure of interests in shares of the Company. The
obligation to disclose arises if and when a person is interested in 3% (or, in certain circumstances, 10%) or more of the shares of the
same class. The higher limit of 10% applies, in broad terms, to a person authorised to manage investments under an investment
management agreement or where such person is the operator of an authorised collective investment scheme.
There were no contracts of significance with corporate substantial shareholders during the year under review.
During the year, the Company repurchased and cancelled 90 million ordinary shares in the Company for an aggregate total cost of
US$259.5 million. The ordinary shares repurchased represented 7.8% of the Company’s issued ordinary share capital.
60 61
Jardine Strategic Annual Report 2000
Notice is hereby given that the Annual General Meeting of the members of Jardine Strategic Holdings Limited will be held in The
BUEI Building, 40 Crow Lane, Pembroke, Bermuda on Thursday, 17th May 2001 at 10.30 a.m. for the following purposes:
1 To receive and consider the Financial Statements and the Report of the Auditors for the year ended 31st December 2000, and to
declare a final dividend.
2 To re-elect Directors.
3 To fix the Directors’ remuneration.
4 To re-appoint the Auditors and to authorise the Directors to fix their remuneration.
To consider and, if thought fit, adopt with or without amendments, the following Ordinary Resolutions:
5 That:
(a) the exercise by the Directors during the Relevant Period (for the purposes of this Resolution, ‘Relevant Period’ being the period
from the passing of this Resolution until the earlier of the conclusion of the next Annual General Meeting, or the expiration of the
period within which such meeting is required by law to be held, or the revocation or variation of this Resolution by an ordinary
resolution of the shareholders of the Company in general meeting) of all powers of the Company to allot or issue shares and to
make and grant offers, agreements and options which would or might require shares to be allotted, issued or disposed of during or
after the end of the Relevant Period, be and is hereby generally and unconditionally approved; and
(b) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether
pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights
Issue (for the purposes of this Resolution, ‘Rights Issue’ being an offer of shares or other securities to holders of shares or other
securities on the Register on a fixed record date in proportion to their then holdings of such shares or other securities or otherwise
in accordance with the rights attaching thereto (subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of
any recognised regulatory body or any stock exchange in, any territory)), shall not exceed US$2.6 million, and the said approval
shall be limited accordingly.
6 That:
(a) the exercise by the Directors of all powers of the Company to purchase its own shares, subject to and in accordance with all
applicable laws and regulations, during the Relevant Period (for the purposes of this Resolution, ‘Relevant Period’ being the period
from the passing of this Resolution until the earlier of the conclusion of the next Annual General Meeting, or the expiration of the
period within which such meeting is required by law to be held, or the revocation or variation of this Resolution by an ordinary
resolution of the shareholders of the Company in general meeting) be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a)
of this Resolution shall be less than 15% of the aggregate nominal amount of the existing issued share capital of the Company at
the date of this meeting, and such approval shall be limited accordingly; and
(c) the approval in paragraph (a) of this Resolution shall, where permitted by applicable laws and regulations and subject to the
limitation in paragraph (b) of this Resolution, extend to permit the purchase of shares of the Company (i) by subsidiaries of the
Company and (ii) pursuant to the terms of put warrants or financial instruments having similar effect (‘Put Warrants’) whereby the
Company can be required to purchase its own shares, provided that where Put Warrants are issued or offered pursuant to a Rights
Issue (as defined in Resolution 5 above) the price which the Company may pay for shares purchased on exercise of Put Warrants
shall not exceed 15% more than the average of the market quotations for the shares for a period of not more than 30 nor less than
the five dealing days falling one day prior to the date of any public announcement by the Company of the proposed issue of Put
Warrants.
7 That:
the purchase by the Company of shares of US¢25 each in Jardine Matheson Holdings Limited (‘Jardine Matheson’) during the
Relevant Period (for the purposes of this Resolution, ‘Relevant Period’ being the period from the passing of this Resolution until the
earlier of the conclusion of the next Annual General Meeting, or the expiration of the period within which such meeting is required
by law to be held, or the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in
general meeting or the cessation of the Company’s status as a subsidiary of Jardine Matheson) be and is hereby generally and
Non-routine business
The following items of non-routine business are being dealt with as ordinary resolutions at the Annual General Meeting:
Resolution 5
This resolution relates to the giving of a general mandate authorising the Directors to issue shares up to a maximum of 5% of the
aggregate nominal amount of the issued share capital of the Company. The proposed authority will expire at the conclusion of the
subsequent Annual General Meeting and it is intended to seek its renewal at that and future Annual General Meetings. The Directors
have no current intention of issuing any shares pursuant to this mandate. No pre-emptive rights exist under Bermuda law in relation
to issues of new shares by the Company.
Resolution 6
This resolution relates to the renewal of a general mandate to the Directors to repurchase shares of the Company representing less
than 15% of the issued share capital of the Company at the date of the resolution (the ‘Repurchase Mandate’). The price paid for
shares repurchased by the Company, other than (i) on exercise of Put Warrants issued on a pro-rata basis to shareholders or (ii) with
the prior approval of the UK Listing Authority will be not less than US¢5 and not more than 5% above the average of the middle
market quotations of the shares for the five trading days before any purchase is made. The resolution also permits the repurchase
of shares by the Company pursuant to the terms of Put Warrants or similar instruments conferring rights to sell shares back to the
Company at a specified price. The terms of any such Put Warrants would be determined by the Directors at the time of issue but the
price paid for shares repurchased by the Company on exercise of Put Warrants which are issued on a pro-rata basis to shareholders
could not exceed 15% more than the average ordinary share price for a period of not more than 30 nor less than the five trading
days just prior to announcement of their issue.
As at 23rd March 2001, the latest practicable date prior to the publication of this document, there were no outstanding warrants or
options to subscribe for shares. The authority conferred on the Directors by the Repurchase Mandate would continue in force until
the conclusion of the next Annual General Meeting of the Company unless previously revoked, varied or renewed by ordinary
resolution of the shareholders in general meeting.
The Directors believe that the Repurchase Mandate is in the best interests of the Company and its shareholders in order to facilitate
repurchases by the Company or its subsidiaries of its own securities. Such purchases are subject to and will be made in accordance
with the UK Listing Authority listing rules. Depending on market conditions and funding arrangements at the time, such purchases
may lead to an enhancement of the net assets and/or earnings per share and liquidity of the securities of the Company and will only
be made when the Directors believe that such purchases will benefit the Company and/or its shareholders. Put Warrants would be
issued only if the Directors considered it in the best interests of the Company and shareholders to do so.
Resolution 7
This resolution confirms the power of the Directors to acquire shares in the Company’s parent company, Jardine Matheson, subject
to the limits set out in that company’s own share repurchase mandate.
Note:
A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and vote instead of him; a proxy need not also be a member of the
Company. A form of proxy is enclosed for use by registered shareholders. Completion and return of the proxy will not preclude a member from attending and
voting in person.
Investors holding their shares through a nominee, within The Central Depository (Pte) Limited system in Singapore or other agent should contact their nominee,
depository agent or professional adviser with regard to the procedures required to enable them to be represented and to vote at the Annual General Meeting.
62 63
Jardine Strategic Annual Report 2000
Financial calendar
Dividends
Shareholders will receive their 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 4th May 2001. 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) Ltd (‘CDP’) in Singapore will receive United States Dollars unless they elect, through CDP, to receive
Singapore Dollars.
Principal Registrar
Jardine Matheson International Services Ltd
P.O. Box HM 1068, Hamilton HM EX, Bermuda
Press releases and other financial information can be accessed through the Internet at ‘www.jardines.com’.
Jardine Matheson Ltd 48th Floor, Jardine House Telephone (852) 2843 8288
G.P.O. Box 70 Facsimile (852) 2845 9005
Hong Kong Email jml@jardines.com
Website www.jardines.com
Percy Weatherall
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Jardine Lloyd Thompson Group plc 6 Crutched Friars Telephone (44 20) 7528 4444
London EC3N 2PH Facsimile (44 20) 7528 4185
United Kingdom Email info@jltgroup.com
Website www.jltgroup.com
Ken Carter
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Jardine Motors Group Ltd 31st Floor, The Lee Gardens Telephone (852) 2895 7218
33 Hysan Avenue Facsimile (852) 2894 9956
G.P.O. Box 209 Email jmg@jardines.com
Hong Kong A.J.L. Nightingale
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Matheson & Co., Ltd 3 Lombard Street Telephone (44 20) 7816 8100
London EC3V 9AQ Facsimile (44 20) 7623 5024
United Kingdom Email mco@matheson.co.uk
Website www.matheson.co.uk
C.G.R. Leach
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Dairy Farm Management Services Ltd 7th Floor, Devon House Telephone (852) 2299 1888
Taikoo Place Facsimile (852) 2299 4888
979 King’s Road Email groupcomm@dairy-farm.com.hk
G.P.O. Box 286 Website www.dairyfarmgroup.com
Hong Kong Ronald J. Floto
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Mandarin Oriental Hotel Group 281 Gloucester Road Telephone (852) 2895 9288
International Ltd P.O. Box 30632 Facsimile (852) 2837 3500
Causeway Bay Email jillk@mohg.com
Hong Kong Website www.mandarinoriental.com
Edouard Ettedgui
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Cycle & Carriage Ltd 239 Alexandra Road Telephone (65) 473 3122
Singapore 159930 Facsimile (65) 475 7088
Email customerservice@cyclecarriage.com.sg
Website www.cyclecarriage.com.sg
Philip Eng