Jardine Matheson Holdings Limited Business Information, Profile, and History

Company Perspectives:

Jardine Matheson is a multinational enterprise with a portfolio of businesses focused primarily on Asia and grouped into eight core companies. Its activities include financial services, supermarkets, consumer marketing, engineering and construction, motor trading, property, and hotels.

The Group's strategy is to build its operations into market leaders across Asia, each with the support of Jardine Matheson's extensive knowledge of the Region and long-standing relationships.

Through its balance of cash producing activities and investment in new businesses for the future, the Company aims to produce sustained growth in Shareholder value.

History of Jardine Matheson Holdings Limited

Jardine Matheson is one of the oldest names in East Asia, and Jardine Matheson Holdings Limited is an international group of companies with operations mainly in Asia, centered around Hong Kong and China. Of British origin, Jardine Matheson played a key, and rather dubious, role in the founding of Hong Kong, where the group was headquartered until 1984, when it relocated to Bermuda in anticipation of the July 1997 transfer of control of Hong Kong to China. Controlled through a complicated set of minority holdings by the Keswick family (descendants of cofounder William Jardine) Jardine Matheson is involved in a variety of activities, most prominently trading, financial services, and real estate. Other sectors include supermarkets, consumer marketing, engineering and construction, motor vehicles, insurance, and hotels. An increasingly multinational entity, Jardine Matheson derives about two-thirds of its revenues from Hong Kong and China, about 15 percent each from other areas of the Asia-Pacific region and from North America, and the remaining five percent or so from Europe.

Trading Company Founded in Canton, China, in 1832

William Jardine was born in 1784 in Dumfriesshire, Scotland. After studying medicine, Jardine went to work for the British East India Company as a ship's surgeon, but left the East India Company in 1832 to establish a trading company in Canton, China, with James Matheson, the son of a Scottish baronet, who had served for several years as Danish consul in China.

Trading with the Chinese was made extremely difficult by a xenophobic Manchu government, which believed that as the center of the universe, China already possessed everything in abundance and had no need for the products of "foreign barbarians." Among other things, Jardine Matheson & Company was restricted to a small plot of land on the banks of the Pearl River, near Canton, and was prevented from "keeping women" or dealing with Chinese merchants who were not officially sanctioned cohongs. On one occasion, Jardine was struck a blow to the head as he attempted to petition local authorities. Entirely unaffected by the attack, he earned the nickname "iron headed old rat" among the Chinese.

Unable to make money selling manufactured goods to the Chinese, Jardine Matheson began smuggling opium into China aboard ships chartered from Calcutta in British India. Opium clippers sailed under cover of darkness to forbidden ports, while company agents bribed harbormasters and watchmen to prevent being discovered by the authorities. The Chinese government declared the opium trade to be illegal, but was virtually powerless to stop it. Finally, Chinese authorities seized and destroyed 20,000 chests of opium worth $9 million.

Opium War Led to Founding of Hong Kong in 1842

Jardine persuaded the British Foreign Secretary Lord Palmerston to send warships to China to enforce a judgment for reparations and to preserve free trade. The hostilities that ensued became known as the First Opium War. The Chinese lost and were forced to sign a treaty on August 29, 1842, which awarded the British $6 million in reparations, opened the ports of Canton, Amoy, Foochow, Ningpo, and Shanghai, and ceded the island of Hong Kong to Britain.

Jardine Matheson purchased the first plot of land to be sold in Hong Kong and promptly moved its offices there. The colony's first governor, Sir Henry Pottinger, endorsed the opium trade (in defiance of Queen Victoria) and later won the support of Parliament, which viewed the opium trade as a method to reduce the British trade deficit with China. When the company's opium boats sailed into Hong Kong they were greeted by a cannon salute. Jardine Matheson profited greatly from its privileged position in Hong Kong, and through the strength of its opium trade, began to develop commercial interests throughout the region. Jardine Matheson became known among the local Chinese as a hong (the word implies "big company" but has no relation to the name Hong Kong), and its chairman became known as a taipan, literally a "big boss."

During this period Thomas Keswick, also from Dumfriesshire, married Jardine's niece and was subsequently taken into the Jardine family business. Their son William Keswick established a Jardine Matheson office in Yokohama, Japan in 1859 and later became a leading figure in company management. The Keswick family grew in influence within the company, largely displacing the Matheson interests.

Expanded Beyond Trading in Latter Half of 19th Century

Jardine Matheson established trading offices in major Chinese ports and helped to set up enterprises as diverse as brewing and milling cotton, in addition to trading tea and silk. The company introduced steamboats to China and, in 1876, constructed the first railroad in China, linking Shanghai with Jardine Matheson docks downriver at Woosung.

Continued hostilities between China and Britain resulted in a Second Opium War in 1860 and a war to protect colonial interests in 1898. As victors in both these wars, the British gained trade concessions and colonies throughout China and won virtually unrestricted commercial rights to conduct business in China. The opium trade, which China had been forced to recognize as legal, had become an extremely sensitive subject. Thousands of addicts (known as "hippies" because they would lie on their hips while smoking opium) had created a serious social problem. Elements in Parliament called for an end to commercial activities that perpetuated the pain and suffering of these addicts. The issue was seized by nationalists who argued for an end to the domination of colonial powers in China, and it eventually led to uprisings such as the Boxer Rebellion and the Republican Revolution. For its own protection and business interests, Jardine Matheson was forced to curtail trading opium.

By 1906, the year it incorporated in Hong Kong, Jardine Matheson had expanded into a wider range of operations, but experienced strong competition from another British trading house called Butterfield & Swire, which was also based in Shanghai and Hong Kong. The competition between Jardine Matheson and the Swires began in earnest in 1884 when Butterfield & Swire set up a rival sugar refinery in Hong Kong in an attempt to break Jardine Matheson's monopoly. The competition spread into shipping and trading, but remained on the whole civilized and constructive.

Jardine Matheson continued to operate in China relatively unobstructed by the Nationalist government, which had grown increasingly corrupt. The company continued to expand its interests in China and, with other foreign interests such as Swire and Mitsui, became one of the largest companies in the country.

Suffered Severely During World War II

In the summer of 1937 Japanese forces attacked China in an attempt to expand Japanese commercial and strategic interests on the Asian mainland. Jardine Matheson officials stationed in areas overrun by the Japanese were branded as agents of European imperialism and imprisoned. The company's compradores (Chinese intermediaries) were scattered, and its factories were looted; approximately 168,000 spindles were stripped from Jardine Matheson textile mills. Japanese military adventurism in China led to the occupation of several more Chinese ports, including Shanghai and Canton, where Jardine Matheson conducted a substantial portion of its business. Tony Keswick, a grandson of William Keswick, managed the company's affairs in Shanghai until 1941, when he moved to Hong Kong after having been shot by a Japanese. He was replaced by his brother John, who himself was forced to flee when the city came under siege. Jardine Matheson had been effectively prevented from doing any further business in China, but continued to operate in Hong Kong, which, as British territory, the Japanese were unwilling to invade.

As a member of the anti-Comintern pact, Japan was unofficially allied with Nazi Germany and Fascist Italy in the war in Europe. The increasingly belligerent military leaders in Japan pledged to evict European imperialists from Asia and to establish a trans-Asian "Co-Prosperity Sphere." On December 1, 1941, Japanese forces invaded British colonies in Asia, including Hong Kong. Jardine Matheson officials in the colony were imprisoned with other Europeans at Stanley Prison. John Keswick, however, managed to escape to Ceylon (Sri Lanka), where he served with Admiral Earl Mountbatten's staff.

Forced to Abandon China Following Postwar Communist Takeover

When the war ended in 1945, the British resumed control of Hong Kong and John Keswick returned to oversee the rebuilding of Jardine Matheson facilities damaged during the war. The company owned a small airline, textile mills, real estate, a brewery, wharves, godowns (warehouses), and cold-storage facilities. In 1949, however, after four years of civil war, Communist forces seized control of the Chinese mainland.

In Shanghai, John Keswick attempted to work with the Communists (who had invited capitalists to help rebuild the economy), in the belief that they would be more orderly and less corrupt than the Nationalists. Keswick argued for British recognition of the new government, and even attempted to run his company's ships past Nationalist blockades. By 1950, however, new government policies were enacted that increased taxes, restricted currency exchanges, and banned layoffs. Ewo Breweries, a Jardine Matheson subsidiary in Shanghai, was ordered to reduce its prices by 17 percent, despite heavy increases in the cost of raw materials. The government forced Ewo to remain open, despite a $4 million annual loss.

Companies based in Hong Kong were bound to observe a British trade embargo placed against China as a result of the Korean War. Conditions had deteriorated to a point where it was impossible to continue operating in China (on one occasion Keswick was arrested as he attempted to leave Shanghai). Compelled to close its operations in China, Jardine Matheson entered into negotiations with the government and, in 1954, settled the nationalization of its assets in China by writing off $20 million in losses.

Jardine Matheson continued to trade with the seven official Chinese state trading corporations and attended the biannual Canton Trade Fair, where Chinese companies negotiated approximately half their nation's foreign trade.

Many of Jardine Matheson's management traditions changed after the war. Although managers continued to be recruited primarily from Oxford and Cambridge, the company started placing younger men in higher positions. John Keswick, whose nephews Henry and Simon were too young to run the company, returned to Britain in 1956 to direct the family estate and appointed Michael Young-Herries to manage the operations in Hong Kong.

Became Public Company in 1961

In the late 1950s John and Tony Keswick enlisted support from three banks in London and purchased the last Jardine family interests in the company. Jardine Matheson became a publicly traded company in 1961 and, with additional capital provided by shareholders, acquired controlling interests in the Indo-China Steam Navigation Company and Henry Waugh Ltd. and established the Australian-based Dominion Far East Line shipping company.

In 1966 China embarked on its second campaign to form a nation of communes. During this campaign, called the "Cultural Revolution," China ceased virtually all trade with Hong Kong. Although Jardine Matheson lost a significant amount of trade with the Chinese, its association of textile companies in Hong Kong continued to generate large profits from exports to the United States. The company's greatest achievement during this period was the sale of six Vickers Viscount aircraft to the Chinese. By 1969 the Cultural Revolution had lost its momentum and Jardine Matheson was once again doing business with the Chinese.

In 1972 the Keswick family attempted to install Henry as the new taipan, but met considerable resistance from supporters of managing director David Newbigging, the son of a former director of Jardine Matheson. The Keswicks prevailed after winning the support of institutional shareholders in London, and Henry Keswick was named senior managing director, while his father John resumed the chairmanship to ensure that the Keswicks did not lose control of the company.

Three years later Henry stepped down and returned to London and was replaced by David Newbigging. Henry, remarked Fortune, lacked the "panache" of the elder Keswicks and made "more than a few enemies" through his bold financial maneuvers. Henry did, however, complete a buyout in 1973 of Reunion Properties, a large real estate firm based in London. Keswick financed the takeover by creating an additional seven percent of Jardine Matheson equity, but through the acquisition nearly doubled the company's assets. Henry Keswick also oversaw the acquisition of Theo H. Davies & Company that same year. Davies, a large trading company active in the Philippines and Hawaii, controlled 36,000 acres of sugar plantations. A few months after it was purchased by Jardine Matheson, world sugar prices rose dramatically.

Profits Suffered in the 1970s

At the time David Newbigging assumed the senior directorship of Jardine Matheson, a disturbing trend began to arise in Hong Kong. Throughout its history, Jardine Matheson had operated as a trading agent, or "middleman," arranging sales between producers in one location and consumers in another. Manufacturers in Hong Kong, however, discovered ways to sell their products directly to customers, bypassing agents such as Jardine Matheson. Even Hawker-Siddeley, a British company, managed to arrange the sale of six Trident jetliners to the Chinese without the negotiating expertise of Jardine Matheson.

Between 1975 and 1979, Jardine Matheson's profits grew at an annual rate of only ten percent (a poor record for Hong Kong). David Newbigging responded by disposing of underperforming Jardine Matheson subsidiaries outside Hong Kong. He redoubled efforts to increase trade with China (which had only invited the company back into China in 1979) and resumed investments in Hong Kong-based enterprises. Jardine Matheson, however, had little expertise in these enterprises and lost money in almost every venture.

During the 1970s British companies in Hong Kong such as Jardine Matheson, Swire, Hutchison, and Wheelock Marden, were consistently outperformed by local, ethnically Chinese hongs. Most of these hongs became public companies in the early 1970s and invested heavily in Hong Kong industries, which experienced strong growth during a decade-long bull market. These companies became serious competitors of the British establishment by the end of the decade.

Cheung Kong Holdings, a local hong run by an influential figure named Li Ka Shing, achieved a dominant position in the Hong Kong property market by 1980, threatening the business of Hongkong Land, a development company established in 1889 by William Keswick's brother James Johnstone Keswick which remained closely associated with Jardine Matheson. In addition, when the shipping magnate Sir Yue-Kong Pao decided to diversify from ships into property a year earlier, his first move was to outbid Jardine Matheson for the Hongkong & Kowloon Wharf & Godown Company, over which the two groups had previously shared control.

When it was discovered that a secret partner had begun acquiring shares of Jardine Matheson stock in late 1980, many observers suspected that either Li or Pao (or worse, both) were attempting to purchase a large enough share in Jardine Matheson to win control over Hongkong Land. Newbigging announced in early November that Jardine Matheson and Hongkong Land had agreed to increase their interests in each other, so as to make it impossible for any party to gain control of either company. The cross-ownership scheme, however, placed both companies deeply into debt.

Reorganized under Simon Keswick in the 1980s

The defensive actions required during 1980 forced Jardine Matheson to sell its interest in Reunion Properties to raise cash. Newbigging was criticized for being too conservative and placing too much emphasis on local and regional operations. Although members of the Keswick family attempted to have Newbigging removed, perhaps no one worked as tirelessly as John Keswick. Newbigging finally stepped down as senior managing director in June 1983, but retained the titular position of chairman. He was replaced as taipan by 40-year-old Simon Keswick, brother of Henry Keswick.

The election of Simon Keswick, who had not yet proved his business acumen, initially worried many investors of Jardine Matheson. Upon taking control, however, Simon moved decisively to reduce the company's debts and to place Hongkong Land on firmer financial ground. To raise cash, he authorized the sale of Jardine Matheson's majority stake in Rennies Consolidated Holdings, a South African hotel, travel, and industries group based in Johannesburg, for $180.1 million. Keswick also established a new decentralized system of managerial control, which split operations into a Hong Kong and China division and an international division.

In early 1984 David Newbigging was replaced as chairman by Simon Keswick. With the company now thoroughly under Keswick family control, Simon announced on March 28 that Jardine Matheson & Company would establish a new holding company called Jardine Matheson Holdings Limited, incorporated in Bermuda. The announcement came at an extremely sensitive point in negotiations between the British and Chinese governments on the future of Hong Kong. Many observers regarded Keswick's plan as an attempt to remove Jardine Matheson from the uncertain business environment in Hong Kong, and as a solid display of no confidence in the Sino-British arrangement under which China would resume sovereignty over Hong Kong on July 1, 1997.

In defense of his actions, Simon Keswick admitted that Bermuda provided Jardine Matheson with a more stable operating environment than Hong Kong, but noted that the company was not abandoning its interests in Hong Kong, merely reducing its exposure there from 72 percent of total assets to a planned 50 percent. In addition, he pointed out that Bermuda (a British colony since 1612) permitted companies to purchase their own shares, a practice not allowed in Hong Kong.

In 1984 Jardine Matheson disposed of its sugar interests in Hawaii. The company also expanded into motor vehicles by investing in Mercedes-Benz distributorships, which eventually led to the formation of Jardine International Motors Management Ltd. The following year Keswick announced that, after 153 years, Jardine Matheson would leave the shipping business and that the company's fleet of 21 ships would be sold. By the end of the year many of the assets Jardine Matheson acquired during the 1970s had been sold, reducing holdings by 28 percent.

In 1986 Keswick dismantled much of Hongkong Land, selling the company's residential real estate portfolio and announcing that its Dairy Farm food subsidiary and Mandarin Oriental Hotels unit would become independent and be listed on the Hong Kong stock exchange. Keswick's plan to reduce Hongkong Land to real estate alone caused its managing director, David J. Davies, to resign in protest.

Renewed fears of a takeover attempt led to additional 1986 restructuring moves. Jardine Strategic Holdings Limited, placed on the Hong Kong stock exchange, was formed to hold stakes in Jardine Matheson Ltd. (the Hong Kong-based arm responsible for managing the activities of the group), Dairy Farm, Hongkong Land, and Mandarin Oriental. Jardine Pacific Ltd. was formed as the trading and services arm of the group.

Simon Keswick announced in June 1987 that he would relinquish the position of senior managing director to a 37-year-old American named Brian M. Powers. The nomination of Powers to become taipan caused great concern among members of the company's more traditional Scottish establishment. Keswick, who had reversed the company's decline with drastic and unpopular measures, and who had yet to demonstrate their success, defended his choice of Powers. He explained that Jardine Matheson was now an international company with Hong Kong interests (rather than the other way around) and that, as such, Powers was best qualified to manage its affairs.

Moderately Successful International Expansion During the Late 1980s and 1990s

In any case, Powers's reign proved to be short-lived and well into the 1990s Simon and Henry Keswick essentially managed the group from London. Continuing to be wary of the fast-approaching return of Hong Kong to Chinese control Jardine Matheson during the late 1980s and early 1990s was determined to become more geographically diversified, subsequently meeting with middling success in its ventures in North America, Europe, and areas of Asia outside Hong Kong and China. In 1987 Jardine Matheson announced that it planned to buy a 20 percent stake in Bear Stearns but pulled out following that year's October stock market crash; following resulting shareholder lawsuits, it settled with shareholders of Bear Stearns four years later by agreeing to pay US $60 million in compensation.

In 1993 Jardine Matheson spent £300 million to acquire a 26 percent stake in Trafalgar House, a construction, engineering, and shipping conglomerate based in the United Kingdom. Trafalgar, a group more troubled than it was believed to be, became an albatross around Jardine's neck. After supporting its investment and attempting to turn it around for several years, Jardine Matheson decided to cut its losses in 1996, that year selling its stake to Kvaerner A/S, a Norwegian-based shipbuilder, at a loss of about £100 million.

During the early 1990s, Jardine Matheson also acquired a 23 percent stake in Cycle & Carriage Ltd., a Singapore-based company with motor vehicle operations in Singapore, Malaysia, Australia, and New Zealand and property investment and development activities in Singapore and Malaysia. India was another area of Jardine Matheson growth, most significantly with the 1996 purchase of a 20 percent stake in Tata Industries of India for 1.25 billion rupees (US $25 million). The privately held Tata boasted of numerous alliances with foreign companies--including AT&T, IBM, Singapore Airlines, and Mercedes-Benz, the last of which had connections with Jardine Matheson--but Jardine Matheson was the first outsider granted a stake in the group. Tata had several areas of interest in common with Jardine, including motor vehicle distribution, retailing, and property development. Jardine Matheson's Tata stake built on the group's previous investments in India, which included a number of joint ventures and a five percent stake in Housing Development Finance Corporation of Mumbai, a leading Indian financial institution. Overall, India had the potential to provide Jardine Matheson with the second beachhead it had sought--unsuccessfully--for so long.

Meanwhile, the group's rocky relationship with China continued in the early 1990s. Still concerned about possible takeover attempts, Jardine Matheson sought an exemption from Hong Kong's takeover code, which conflicted with takeover legislation enacted in Bermuda, but was refused. In response, the group in 1991 moved its primary stock exchange listing from Hong Kong to London, thereby enabling Jardine Matheson to remain under the British legal system. Chinese authorities were angered, feeling that the move reflected a lack of confidence in the post-transfer-of-control legal system. The following year, perhaps in retaliation, China blocked a consortium led by Jardine Matheson that had gained development rights to Hong Kong's ninth container terminal. Then, in late 1994, Jardine Matheson moved its Asian stock listing from Hong Kong to Singapore, provoking further consternation among the Chinese.

Relations seemed to improve somewhat during 1995. Jardine Matheson's new managing director in Hong Kong, Alasdair Morrison, another Scot, issued a general apology to China in January 1995 over the group's actions in recent years. Morrison emphasized that Jardine Matheson intended to continue to do business in Hong Kong and China and to invest additional money there. By 1996 Jardine Matheson had about 70 joint ventures in China, a number that had been growing rapidly. And, that year, Jardine formed a consortium with Li Ka Shing's Hutchison Whampoa and Cosco Pacific, which was owned by China's largest shipping group, to develop and run a river trade terminal.

In early 1997, Jardine Matheson's insurance broking subsidiary, JIB Group plc, of which Jardine Matheson held 60 percent, merged with the insurance broking group Lloyd Thompson Group plc to form Jardine Lloyd Thompson Group plc. Jardine Matheson held an initial 34 percent interest in the new firm. In June 1997 takeover speculation arose once again when two companies owned by Li Ka Shing bought 3.03 percent of Jardine Matheson Holdings and 3.06 percent of Hongkong Land.

The Jardine Matheson of the transfer year of 1997 was still closely tied to Hong Kong, where more than half of its profits were generated, but had developed increasing interests elsewhere in China and outside the region, most notably in India. The group is likely to continue to seek opportunities for expansion outside Hong Kong and China, but the seemingly improved relations with China boded well for Jardine Matheson's numerous interests in that burgeoning state. Nevertheless, the recurrent takeover threats and rumors continued to hang over Jardine Matheson, clouding its future.

Principal Subsidiaries: Jardine Matheson Ltd. (Hong Kong); Jardine Strategic Holdings Limited (Hong Kong); Jardine Pacific Ltd. (Hong Kong); Jardine International Motors Management Ltd. (Hong Kong; 75%); Jardine Lloyd Thompson Group plc (U.K.; 34%); Jardine Fleming Holdings Ltd. (Hong Kong; 50%); Matheson & Co., Ltd. (U.K.); Dairy Farm Management Services Ltd. (Hong Kong; 52%); Hongkong Land Ltd. (Hong Kong; 32%); Mandarin Oriental Hotel Group International Ltd. (Hong Kong; 51%); Cycle & Carriage Ltd. (Singapore; 23%); Jardine Matheson (Australia) Ltd.; Jardine Matheson International Services Ltd. (Bermuda); Jardine Matheson Ltd. (India); Jardine Matheson Ltd. (Indonesia); Jardine Matheson K.K. (Japan); Jardine Matheson (Malaysia) Sdn. Bhd.; Jardine Matheson Europe B.V. (Netherlands); Jardine Matheson (China) Ltd.; Jardine Davies Inc. (Philippines); Jardine Matheson (Singapore) Ltd.; Jardine, Matheson & Co., Ltd. (Taiwan); Jardine Matheson (Thailand) Ltd.; Theo. H. Davies & Co., Ltd. (U.S.A.); Jardine Pacific (Vietnam).