In order for the Amalgamation to be implemented, the Amalgamation Resolution must be passed at the Special General Meeting. Under Bermuda law and Jardine Strategic's Bye-laws, the Amalgamation Resolution must be approved by a majority of at least 75 per cent. of the voting rights of Jardine Strategic Shareholders who are on the register of members of Jardine Strategic at the Special General Meeting Voting Record Time and who are present and voting (in person or by proxy) at the Special General Meeting (or at any adjournment of such meeting). The quorum for the Special General Meeting is no less than three persons present in person or by proxy and entitled to vote. Under Bermuda law and Jardine Strategic's Bye-laws, Jardine Matheson and its subsidiaries can be counted towards satisfying this quorum requirement and will be entitled to vote their respective shareholdings in Jardine Strategic at the Special General Meeting. Jardine Matheson has undertaken to Jardine Strategic that it will vote, and will procure that its wholly-owned subsidiaries vote, the 940,903,135 Jardine Strategic Shares (representing 84.89 per cent. of the existing issued share capital of Jardine Strategic) held by Jardine Matheson and its wholly-owned subsidiaries in favour of the Amalgamation Resolution at the Special General Meeting. The approval of JMH Investments in its capacity as the sole shareholder of JMH Bermuda, is also required.

The Amalgamation will only become effective upon submission to the Registrar of Companies of an application for registration of the Amalgamated Company and the issue by the Registrar of Companies of a certificate of amalgamation.

At the Effective Time, by virtue of the Amalgamation (and without any action on the part of JMH Investments, Jardine Strategic, JMH Bermuda or any of their respective shareholders or any other person), each Jardine Strategic Share will be cancelled and each Independent Jardine Strategic Shareholder will have the right to receive the cash consideration referred to in paragraph 2 above for each such cancelled Jardine Strategic Share.

At the time and date shown in the certificate of amalgamation issued by the Registrar of Companies in accordance with the Bermuda Companies Act, the Amalgamation of Jardine Strategic and JMH Bermuda and their continuance as the Amalgamated Company will become effective, the property, rights and assets of each of Jardine Strategic and JMH Bermuda will become the property, rights and assets of the Amalgamated Company and the Amalgamated Company will become liable for the obligations and liabilities of each of Jardine Strategic and JMH Bermuda. In addition, any existing cause of action, claim or liability to prosecution will be unaffected by the Amalgamation; a civil, criminal or administrative action or proceeding pending by or against Jardine Strategic or JMH Bermuda may be continued to be prosecuted by or against the Amalgamated Company; a conviction against, or ruling, order or judgment in favour of or against, Jardine Strategic or JMH Bermuda may be enforced by or against the Amalgamated Company; and the certificate of amalgamation will be deemed to be the certificate of incorporation of the Amalgamated Company.

The Circular containing a notice convening the Special General Meeting will be despatched to Jardine Strategic Shareholders as soon as practicable following this announcement. It is currently anticipated that the Special General Meeting will be held in early April 2021 and the Acquisition is expected to become effective within four Business Days of the Special General Meeting subject to the satisfaction of the Conditions set out in paragraph 1 of Appendix I to this announcement. Further details on the implementation of the Amalgamation will be set out in the Circular.

Under the terms of the Implementation Agreement neither Jardine Matheson nor Jardine Strategic has the unilateral right to terminate the Acquisition.

Given Jardine Matheson's 85 per cent. shareholding in Jardine Strategic, Jardine Matheson and Jardine Strategic do not anticipate any regulatory clearances will be required to be obtained in order to effect the Acquisition.

As Jardine Strategic is incorporated and has its registered office in Bermuda, the UK Takeover Code does not apply to the Acquisition.

Part II of The Jardine Strategic Holdings Limited Consolidation and Amendment Act 1998 and The Jardine Strategic Holdings Limited Regulations 1993, which include provisions relating to takeover offers, do not apply to the Acquisition as it is being effected by means of an amalgamation under the Bermuda Companies Act.

As a company with a secondary listing on the Singapore Exchange, Jardine Strategic is not subject to the Singapore Code on Takeovers & Mergers, or the listing rules of the Singapore Exchange that apply to a company with a primary listing on the Singapore Exchange.

10. Disclosure of Interests

Jardine Matheson is interested indirectly in 940,903,135 Jardine Strategic Shares (carrying 84.89 per cent. of the voting rights attaching to Jardine Strategic's issued ordinary share capital). Jardine Strategic is interested, directly and indirectly, in 426,938,290 shares in Jardine Matheson (carrying 59.31 per cent. of the voting rights attaching to Jardine Matheson's issued ordinary share capital).

11. Delisting

Prior to the Amalgamation becoming effective, a request will be made by Jardine Strategic to: (i) the FCA to cancel the listing of the Jardine Strategic Shares on the Official List; (ii) the London Stock Exchange to cancel the admission to trading of the Jardine Strategic Shares on the London Stock Exchange's Main Market for listed securities; (iii) the Singapore Exchange to cancel the listing of the Jardine Strategic Shares on the SGX Mainboard; and (iv) the Bermuda Stock Exchange to cancel the listing of the Jardine Strategic Shares on the Bermuda Stock Exchange, so that the Jardine Strategic Shares will cease to be listed with effect from the Effective Time. In addition, with effect from the Effective Time, entitlements to Jardine Strategic Shares held within the CREST system and the CDP system will be cancelled.

12. General

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Circular. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

The Circular will be despatched to Jardine Strategic Shareholders as soon as practicable after this announcement and will include the terms and conditions of the Acquisition, together with notice of the Special General Meeting and the expected timetable for the implementation of the Acquisition. In deciding whether or not to vote to approve the Acquisition, Jardine Strategic Shareholders should rely on the information contained in, and follow the procedures described in, the Circular and the forms of proxy and direction accompanying the Circular.

A recording of a presentation to analysts (to be made at 7.45 a.m. (Hong Kong time) on Monday, 8 March 2021) will be available on the Group website at https://www.jardines.com/en/ir/ir.html from 9:30 a.m. (Hong Kong time) on Monday, 8 March 2021.

Enquiries: 


 
 For further information, please 
  contact: 
 Brunswick 
                                    +44 (0) 20 7404 
 Tom Burns                           5959 
 Tim Payne                          +852 3512 5000

Advisors

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and Simon Robertson Associates LLP are acting as lead financial advisors, and The Hongkong and Shanghai Banking Corporation Limited ("HSBC") is acting as financial advisor, to Jardine Matheson in connection with the Acquisition. Linklaters LLP is acting as legal advisor to Jardine Matheson in connection with the Acquisition. Evercore Partners International LLP ("Evercore") is acting as financial advisor to the Jardine Strategic Transaction Committee in connection with the Acquisition. Slaughter and May is acting as legal advisor to the Jardine Strategic Transaction Committee in connection with the Acquisition.

Important Notices

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the PRA and regulated by the PRA and the Financial Conduct Authority, is acting as financial adviser exclusively for Jardine Matheson and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Jardine Matheson for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Simon Robertson Associates LLP, which is regulated in the UK by the Financial Conduct Authority, is acting as financial adviser exclusively for Jardine Matheson and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Jardine Matheson for providing the protections afforded to clients of Simon Robertson Associates LLP or its affiliates nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

HSBC, being a financial adviser to Jardine Matheson in relation to the Acquisition, is a registered institution under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ("SFO"), registered to carry on Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO and a licensed bank under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).

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