TIDMJAR TIDMJDS
RNS Number : 1780V
Jardine Matheson Hldgs Ltd
12 April 2021
12 April 2021
For immediate release
not for release, publication or distribution in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction.
UPDATE ON SIMPLIFICATION OF JARDINE MATHESON PARENT COMPANY
STRUCTURE AND ACQUISITION OF JARDINE STRATEGIC
Jardine Matheson Holdings Limited confirms that its acquisition
of the 15 per cent. of Jardine Strategic Holdings Limited's issued
share capital that the Group does not already own (the
"Acquisition") has today been approved by the shareholders of
Jardine Strategic at a Special General Meeting. Jardine Matheson
will acquire the shares at a price of US$33 per Jardine Strategic
Share in cash. The Acquisition will become effective on 14 April
2021.
The Acquisition enables Jardine Matheson to progress its plans
to simplify the parent company structure of the Group. Following
the Acquisition, the Jardine Matheson Board expects to propose a
resolution to implement the cancellation of the cross-shareholding
in Jardine Matheson through a reduction of capital at the annual
general meeting in 2022 and for this to become effective shortly
following that meeting.
The simplification will result in a single holding company with
a conventional ownership structure. This will provide an increase
in the Group's operational efficiency and financial flexibility,
while delivering a material enhancement in Jardine Matheson's
earnings per share.
Jardine Matheson has received widespread support from its
shareholders for the simplification and for the long term benefits
it will bring to the Group, as reflected in the share price which
has risen 21 per cent. since the announcement as compared to the
one-month average prior to the announcement (see Note 1). This
compares to the 29 per cent. increase for Jardine Strategic
shareholders over the same period based on the acquisition price,
providing evidence that a similar value uplift has accrued to all
shareholders of the Group as a result of the parent company
restructuring.
The Group notes that a number of shareholders in Jardine
Strategic voted against the Acquisition, but also that a large
number of shares voted against the resolution were held by
investors who were not shareholders at the time of the announcement
of the Acquisition on 8 March 2021. Some investors have indicated
an intention to apply to the Court in Bermuda to appraise the fair
value of their shares, in accordance with the process described in
the shareholder circular issued by Jardine Strategic in connection
with the Acquisition (the "Circular").
Jardine Matheson believes that the Acquisition Price represents
fair value for the Jardine Strategic Shares and that the process
undertaken was fair, transparent and robust. That process included
the formation of the Jardine Strategic Transaction Committee, which
carefully considered the terms and conditions of the Acquisition,
including obtaining independent financial advice, and concluded
they were fair and reasonable. Jardine Matheson's strong conviction
is that Jardine Strategic Shareholders have been offered fair value
for their shares and is confident that any appraisal process by the
Court of Bermuda will confirm this position.
The Group delivered a resilient performance in 2020 and while
the COVID-19 pandemic means that the outlook remains subject to
significant uncertainty, it remains confident in its long-term
strategy, rooted in the growth markets of Asia. The Group will
continue to engage with all of its shareholders as it moves forward
both with the simplification of its parent company structure and
the delivery of that long-term strategy.
Unless otherwise defined, terms used in this announcement shall
have the same meaning as those used in the Circular.
Enquiries
For further information, please contact:
Brunswick
Tim Payne +852 3512 5000
Tom Burns / Kate Holgate +44 (0) 20 7404 5959
Email : jardines@brunswickgroup.com
This and other Group announcements can be accessed through the
internet at www.Jardines.com.
Notes:
1. Based on the volume-weighted average closing middle market
price of a Jardine Matheson share on the Singapore Exchange over
the one-month period ended 5 March 2021 as compared with the
closing middle market price on 9 April 2021.
2. Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category may vary slightly and figures shown as totals may
not be an arithmetic aggregation of the figures that precede
them.
Important Notices
This announcement is for information purposes only and is not
intended to and does not constitute or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or prospectus exempted document.
Notice to United States Holders of Jardine Strategic Shares
The Acquisition relates to the shares of a Bermudian company and
is being made by means of an amalgamation provided for under
Bermudian company law. A transaction effected by means of an
amalgamation is not subject to the tender offer rules or the proxy
solicitation rules under the US Securities Exchange Act of 1934.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in Bermuda to amalgamations,
which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. The financial
information included or incorporated by reference in this document
has been prepared in accordance with International Financial
Reporting Standards (as adopted by the European Union) and thus may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
Jardine Strategic is a company incorporated under the laws of
Bermuda. A majority of the assets of Jardine Strategic are located
outside the United States. As a result, it may not be possible for
Jardine Strategic Shareholders in the United States to effect
service of process within the United States upon Jardine Strategic
or its respective officers or directors or to enforce against any
of them judgments of the United States courts predicated upon the
civil liability provisions of the federal securities laws of the
United States. It may not be possible to sue Jardine Strategic or
its respective officers or directors in a non-US court for
violations of the US securities laws. There is also substantial
doubt as to enforceability in Bermuda, in original actions or in
actions for enforcement, of the judgments of US courts, based on
the civil liability provisions of US federal securities laws.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than Bermuda, Singapore or the
United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than Bermuda,
Singapore or the United Kingdom should inform themselves about, and
observe, any applicable requirements.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.
The information disclosed in this announcement has been prepared
for the purposes of complying with Bermudian, Singaporean and
English law and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of Bermuda, Singapore and England and
Wales.
Copies of this announcement and any formal documentation
relating to the Acquisition shall not be, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) should observe these
restrictions and must not mail or otherwise forward, distribute or
send them in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made by or on
behalf of Jardine Matheson regarding the Acquisition, and other
information published by or on behalf of Jardine Matheson or its
respective affiliates may contain statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Jardine Matheson shall operate in the future
and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
those statements.
The forward-looking statements contained in this announcement
relate to Jardine Matheson's future prospects, developments and
business strategies, the expected timing and scope of the
Acquisition and other statements other than historical facts. These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances includes changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
Neither Jardine Matheson, nor any of Jardine Matheson's
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement shall actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward-looking statements.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to Jardine Matheson or any of Jardine
Matheson's respective associates, directors, officers, employees or
advisers, are expressly qualified in their entirety by the
cautionary statement above.
Jardine Matheson and its respective affiliates expressly
disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this announcement or any other forward-looking statements they may
make whether as a result of new information, future developments or
otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Jardine Matheson or Jardine Strategic, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Jardine Matheson or Jardine Strategic, as
appropriate.
Jonathan Lloyd, Jardine Matheson Limited
for and on behalf of Jardine Matheson Holdings Limited
12 April 2021
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END
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April 12, 2021 08:40 ET (12:40 GMT)
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