Press release
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Jardines Simplification of Jardine Matheson Structure Released : 08 Mar 2021 RNS Number : 4184R Jardine Matheson Hldgs Ltd 08 March 2021 FOR IMMEDIATE RELEASE 8 March 2021 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 . THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION . SIMPLIFICATION OF JARDINE MATHESON PARENT COMPANY STRUCTURE AND ACQUISITION OF JARDINE STRATEGIC Jardine Matheson Holdings Limited ( " Jardine Matheson " and together with its subsidiaries the " Group " ) has today announced its plans for the simplification of the parent company structure of the Group . This will result in a single holding company with a conventional ownership structure and a further increase in the Group's operational efficiency and financial flexibility . The plans announced today include the acquisition by Jardine Matheson , for cash , of the 15 per cent . of Jardine Strategic Holdings Limited's ( " Jardine Strategic " ) issued share capital that it and its wholly - owned subsidiaries do not already own . Jardine Matheson has also announced its intention subsequently to cancel Jardine Strategic's 59 per cent . shareholding in Jardine Matheson . " The simplification of our ownership structure is a natural step in the evolution of the Group and will create value for our shareholders . Taking full ownership of Jardine Strategic is consistent with our policy of investing further in the growth prospects of our existing businesses and highlights the benefits of consistently maintaining the Group's financial strength . This move also enables us to demonstrate unequivocally the substantial and continuing commitment of our core shareholder base , which has always been such a vital element in the long term success of Jardine Matheson . " Ben Keswick , Executive Chairman Acquisition of Jardine Strategic Jardine Matheson and Jardine Strategic have today announced that Jardine Strategic has agreed to a proposal made by Jardine Matheson on the terms of a recommended cash acquisition by Jardine Matheson of the 15 per cent . of Jardine Strategic's issued share capital not already owned by Jardine Matheson and its wholly - owned subsidiaries ( the " Acquisition " ) . The Acquisition will be effected by means of an amalgamation of Jardine Strategic and JMH Bermuda Limited , an indirectly wholly - owned subsidiary of Jardine Matheson , under the Companies Act 1981 of Bermuda . Under the terms of the Acquisition , Jardine Strategic shareholders ( other than Jardine Matheson and its wholly - owned subsidiaries ) will be entitled to receive US $ 33.00 in cash for each Jardine Strategic ordinary share ( " Jardine Strategic Share " ) which they hold ( the " Acquisition Price " ) . The Acquisition Price values the 15 per cent . of Jardine Strategic's issued share capital that Jardine Matheson and its wholly - owned subsidiaries do not already own at approximately US $ 5.5 billion . The Acquisition Price represents a premium of approximately : • • • 20.2 per cent . to the closing price of US $ 27.45 per Jardine Strategic Share on 5 March 2021 , being the last business day prior to this announcement ; 29.0 per cent . to the volume - weighted average closing price of US $ 25.58 per Jardine Strategic Share over the one - month period ended 5 March 2021 , being the last business day prior to this announcement ; and 40.3 per cent . to the volume - weighted average closing price of US $ 23.53 per Jardine Strategic Share over the six - month period ended 5 March 2021 , being the last business day prior to this announcement . The Acquisition will be implemented by way of an amalgamation under Bermuda law , requiring approval by the holders of 75 per cent . of the Jardine Strategic Shares voting ( in person or by proxy ) at the special general meeting of Jardine Strategic shareholders to be held in relation to the Acquisition . Jardine Matheson , which indirectly holds 85 per cent . of the Jardine Strategic Shares , has undertaken to vote in favour of the Acquisition and , accordingly , the requisite shareholder approval is certain to be secured . Jardine Matheson ( through its wholly owned subsidiary JMH Investments Limited ) will acquire all the Jardine Strategic Shares which it or its wholly - owned subsidiaries do not already own at a price of US $ 33.00 per Jardine Strategic Share in cash , valuing the Jardine Strategic Shares not already owned by Jardine Matheson at approximately US $ 5.5 billion . The Acquisition is expected to become effective by the end of April 2021 . Jardine Matheson intends to finance the Acquisition through an acquisition financing facility that it has put in place , as well as existing cash resources and available lines of credit . Cancellation of cross - holding Following the Acquisition , Jardine Matheson will own 100 per cent . of Jardine Strategic . Jardine Strategic currently owns 59 per cent . of Jardine Matheson .