REG - Jardine Matheson Hdg - GBP Exchange Rate for Scheme Value

Jardine Matheson HoldingsAnnouncement

Wed 09:45

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RNS Number : 7799P  Jardine Matheson Hldgs Ltd  21 January 2026

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 OR REGULATIONS OF SUCH JURISDICTION.

 

For immediate release

21 January 2026

 

 

RECOMMENDED CASH ACQUISITION

 

of

 

MANDARIN ORIENTAL INTERNATIONAL Limited ("Mandarin Oriental")

by

 

Jardine strategic limited ("Bidco"), a wholly-owned subsidiary of Jardine
Matheson HOLDINGS limited ("JARDINE MATHESON")

 

(implemented by way of a scheme of arrangement under the Bermuda Companies
Act)

 

GBP EXCHANGE RATE FOR SCHEME VALUE DUE TO SHAREHOLDERS OF Mandarin Oriental
International LIMITED WHO MADE VALID GBP CURRENCY ELECTIONS

 

On 19 January 2026, Mandarin Oriental and Jardine Matheson announced the
completion of the recommended cash acquisition by Bidco, a wholly-owned
subsidiary of Jardine Matheson, of the 11.96 per cent. of Mandarin Oriental's
total issued share capital which Bidco did not already own (the
"Acquisition"). On 20 January 2026, Mandarin Oriental and Jardine Matheson
announced the cancellation of the listings of Mandarin Oriental on the London
Stock Exchange's Main Market, the Bermuda Stock Exchange and the Main Board of
the Singapore Stock Exchange. A shareholder circular in relation to the
Acquisition was published on 14 November 2025 (the "Scheme Document").

 

Those Independent Mandarin Oriental Shareholders holding their Independent
Mandarin Oriental Shares: (i) in certificated form on the Jersey branch
register who made a valid GBP Currency Election prior to 5.30 p.m. (UK time)
on the date of the Scheme Record Time (being 16 January 2026); and (ii) as
Depositary Interests in uncertificated form within CREST in the United
Kingdom, shall in each case be entitled to receive £2.05 in respect of each
Independent Mandarin Oriental Share in settlement of the Scheme Value.

 

Unless otherwise defined or the context requires otherwise, capitalised terms
used but not defined in this announcement shall have the meanings given to
them in the Scheme Document.

 

Enquiries:

 

 For further information, please contact:
 Brunswick
 Tom Burns                                 +44 (0) 20 7404 5959
 Gavin Cross                               +852 9522 6819
                                           JARDINES@brunswickgroup.com (mailto:JARDINES@brunswickgroup.com)

 Jardines
 Harry Thompson                            +852 9107 9370
                                           Harry.Thompson@jardines.com (mailto:Harry.Thompson@jardines.com)

 

 

 

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, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Mandarin Oriental in any
jurisdiction in contravention of applicable law. This announcement does not
constitute a prospectus, prospectus equivalent or prospectus exempted
document.

 

The Scheme Document contains the terms and conditions of the Acquisition. Any
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information in the Scheme Document. Mandarin Oriental
Shareholders are advised to read the formal documentation in relation to the
Acquisition carefully.

 

The Scheme is binding on all Mandarin Oriental Shareholders and each
Independent Mandarin Oriental Shareholder will receive payment of the Scheme
Value.

 

Notice to United States Holders of Mandarin Oriental Shares

 

The Acquisition relates to the shares of a Bermudian company and is being made
by means of a scheme of arrangement provided for under Bermudian company law.
A transaction effected by means of a scheme of arrangement 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 schemes of
arrangement, 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 announcement 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.

 

Mandarin Oriental is a company incorporated under the laws of Bermuda. A
majority of the assets of Mandarin Oriental are located outside the United
States. As a result, it may not be possible for Mandarin Oriental Shareholders
in the United States to effect service of process within the United States
upon Mandarin Oriental 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 Mandarin Oriental 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 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 jurisdictions
outside of Bermuda, Singapore and England and Wales.

 

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, 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 this announcement and all documents (including custodians, nominees
and trustees) relating to the Acquisition should observe these restrictions
and must not mail or otherwise forward, distribute or send this announcement
or documents relating to the Acquisition in, into or from any jurisdiction
where to do so would violate the laws of that jurisdiction.

 

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