REG - Jardine Matheson Hdg - Recommended Cash Acquisition of Mandarin Oriental

Jardine Matheson HoldingsAnnouncement

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RNS Number : 8580D  Jardine Matheson Hldgs Ltd  17 October 2025

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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate release

 

 

17 October 2025

 

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")

 

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

 

Summary

·    Jardine Matheson and Mandarin Oriental are pleased to announce that
Mandarin Oriental has agreed to a proposal made by Jardine Matheson on the
terms of a recommended cash acquisition by Jardine Matheson pursuant to which
Bidco, a wholly-owned subsidiary of Jardine Matheson, will acquire the 11.96
per cent. of Mandarin Oriental's total issued share capital which Bidco does
not already own (the "Acquisition"). The Acquisition will be implemented by
way of a scheme of arrangement under section 99 of the Bermuda Companies Act
(the "Scheme").

·    Concurrently, Mandarin Oriental has entered into an agreement on 17
October 2025 with Alibaba Group and Ant Group regarding their acquisition of
the top thirteen floors of One Causeway Bay as their headquarters in Hong
Kong, together with the building's rooftop signage and 50 parking spaces of
One Causeway Bay for US$925 million (the "OCB Sale"). The announcement
published by Mandarin Oriental in respect of the OCB Sale on 17 October 2025
is included at Appendix IV (the "OCB Sale Announcement").

·   If the Acquisition becomes effective, Independent Mandarin Oriental
Shareholders shall be entitled to receive:

US$3.35 in cash in respect of each Mandarin Oriental Share, comprising:

o  US$2.75 in cash (the "Scheme Value"); and

o  a special dividend of US$0.60 in cash (being the special dividend
referenced by Mandarin Oriental in the OCB Sale Announcement) (the "OCB
Dividend"),

(together, the "Total Value").

·    The Total Value represents approximately a:

o  52.3 per cent. premium to the Closing Price of US$2.20 per Mandarin
Oriental Share on 29 September 2025, being the last Business Day prior to the
announcement by Mandarin Oriental on 30 September 2025 in relation to the
possible sale of part of its interest in One Causeway Bay (the "Unaffected
Day");

o  62.6 per cent. premium to the volume-weighted average price of US$2.06 per
Mandarin Oriental Share over the one-month period immediately prior to and
including the Unaffected Day;

o  65.8 per cent. premium to the volume-weighted average price of US$2.02 per
Mandarin Oriental Share over the three-month period immediately prior to and
including the Unaffected Day;

o  70.9 per cent. premium to the volume-weighted average price of US$1.96 per
Mandarin Oriental Share over the six-month period immediately prior to and
including the Unaffected Day; and

o  53.7 per cent. premium to the net asset value of US$2.18 per Mandarin
Oriental Share as of 30 June 2025.

·      The Scheme Value represents approximately a:

o  71.9 per cent. premium to the adjusted Closing Price of US$1.60 per
Mandarin Oriental Share on the Unaffected Day, being the Closing Price of
US$2.20 per Mandarin Oriental Share on the Unaffected Day minus the value of
the OCB Dividend;

o  88.4 per cent. premium to the adjusted volume-weighted average price of
US$1.46 per Mandarin Oriental Share over the one-month period immediately
prior to and including the Unaffected Day, being the volume-weighted average
price of US$2.06 per Mandarin Oriental Share over the same period minus the
OCB Dividend;

o  93.7 per cent. premium to the adjusted volume-weighted average price of
US$1.42 per Mandarin Oriental Share over the three-month period immediately
prior to and including the Unaffected Day, being the volume-weighted average
price of US$2.02 per Mandarin Oriental Share over the same period minus the
OCB Dividend;

o  102.2 per cent. premium to the adjusted volume-weighted average price of
US$1.36 per Mandarin Oriental Share over the six-month period immediately
prior to and including the Unaffected Day, being the volume-weighted average
price of US$1.96 per Mandarin Oriental Share over the same period minus the
OCB Dividend; and

o  74.1 per cent. premium to the net asset value minus the OCB Dividend of
US$1.58, being the net asset value of US$2.18 per Mandarin Oriental Share as
of 30 June 2025 minus the OCB Dividend.

·     The Total Value values the entire issued ordinary share capital of
Mandarin Oriental (prior to the payment of the OCB Dividend) at approximately
US$4.2 billion.

·     The financial terms of the Acquisition are final and Jardine
Matheson does not intend to increase them or otherwise improve the financial
terms of the Acquisition. If, on or after the date of this announcement and on
or prior to the Acquisition Effective Date, Mandarin Oriental increases the
value of the OCB Dividend or declares or pays any other dividend,
distribution, or other return of value, Jardine Matheson reserves the right to
reduce the Scheme Value by an amount equal to the amount of such increase or
the amount of such dividend, distribution, or other return of value (as
applicable), in which case references to the Scheme Value will be deemed to be
a reference to the Scheme Value as so reduced.

·    As a number of the directors of Mandarin Oriental are also directors
of Jardine Matheson, the board of Mandarin Oriental has delegated
responsibility for considering the Acquisition to a committee of directors,
comprising all the Independent Non-Executive Directors of Mandarin Oriental
(the "Mandarin Oriental Transaction Committee").

·    The Mandarin Oriental Transaction Committee, which has been so
advised by Morgan Stanley Asia Limited as to the financial terms of the
Acquisition, considers the terms of the Acquisition to be fair and reasonable
insofar as the Independent Mandarin Oriental Shareholders are concerned. In
providing its financial advice, Morgan Stanley Asia Limited has relied upon
the commercial assessment of the Mandarin Oriental Transaction Committee. The
Mandarin Oriental Transaction Committee is unanimously in favour of, and
intends to recommend in the Circular that the Independent Mandarin Oriental
Shareholders vote to approve, the Acquisition.

·     The payment of the OCB Dividend is conditional on completion of the
OCB Sale and approval by the board of Mandarin Oriental, but is not
conditional on completion of the Acquisition. Completion of the OCB Sale is
expected to have occurred by 31 December 2025, with the OCB Dividend expected
to be paid at or about the same time as settlement of the Scheme Value under
the Scheme or, should the Scheme not become effective, at an alternative time
following completion of the OCB Sale. Further information on the timing of the
payment of the OCB Dividend will be announced in due course.

·   Upon completion of the OCB Sale, Bidco shall be entitled to receive the
OCB Dividend in respect of the Mandarin Oriental Shares which it holds at the
relevant record time. The record date in respect of the OCB Dividend will be
on or prior to the Acquisition Effective Date.

·   Jardine Matheson intends to finance the Scheme Value using cash on its
balance sheet together with committed facilities.

·     To effect the Scheme under the Bermuda Companies Act, a meeting of
the Independent Mandarin Oriental Shareholders will be convened by the Supreme
Court of Bermuda to vote on the Scheme, which must be approved by a majority
in number of the Independent Mandarin Oriental Shareholders voting at the
Court Meeting (whether in person or by proxy), representing at least 75 per
cent. in value of the Independent Mandarin Oriental Shares voted by those
Independent Mandarin Oriental Shareholders. In addition, a Special General
Meeting of Mandarin Oriental will be convened to consider and vote on a
special resolution approving the Acquisition and certain ancillary matters
relating to the Scheme, which must be approved by Mandarin Oriental
Shareholders representing at least 75 per cent. of votes cast at the Special
General Meeting. Following the Court Meeting, the Court will also be required
to approve the Scheme in order for it to become effective.

·   Jardine Matheson has received irrevocable undertakings to vote in favour
of the Scheme at the Court Meeting and the resolutions to be proposed at the
Special General Meeting in respect of 20,342,145 Mandarin Oriental Shares
representing, in aggregate, approximately 13.46 per cent. of the number of
Independent Mandarin Oriental Shares on 16 October 2025, being the last
Business Day prior to this announcement.

·   Subject to satisfaction of the Conditions, it is expected that the
Scheme will become effective by 28 February 2026.

·     A shareholder circular, setting out the details of the Acquisition,
the procedures to be followed to approve the Acquisition, the Scheme, and the
notices convening the Court Meeting and the Special General Meeting, will be
published as soon as practicable after the date of this announcement. The
Circular shall be made available by Mandarin Oriental and Jardine Matheson at
www.Jardines.com. The Court Meeting and the Special General Meeting are
expected to be held in December 2025.

·    The Acquisition will be subject to the Conditions, including the
completion of the OCB Sale (which is itself subject to the OCB Sale Conditions
which are set out in the OCB Sale Announcement, the full text of which is
included at Appendix IV), approval of the resolutions required to approve and
implement the Scheme by the Independent Mandarin Oriental Shareholders at the
Court Meeting and by the Mandarin Oriental Shareholders at the Special General
Meeting, and the sanction of the Scheme by the Court.

·  Jardine Matheson and Mandarin Oriental have today entered into a
transaction agreement (the "Transaction Agreement"). Under the terms of the
Transaction Agreement, Mandarin Oriental has undertaken not to declare or pay
any dividend prior to the Acquisition Effective Date, with the exception of
the OCB Dividend (with the OCB Dividend expected to be paid at or about the
same time as settlement of the Scheme Value under the Scheme or, should the
Scheme not become effective, at an alternative time following completion of
the OCB Sale).

 

·    Subject to the Scheme becoming effective, requests will be made by
Mandarin Oriental to each of the Financial Conduct Authority, the London Stock
Exchange, the Singapore Exchange and the Bermuda Stock Exchange to cancel
Mandarin Oriental's stock exchange listings.

·    For the reasons set out in Section 12 (Description of the Scheme),
none of the UK Takeover Code, the Singapore Takeover Code nor the Bermuda
Takeover Code for Mandarin Oriental (as set out in The Mandarin Oriental
Limited Regulations 1993, as amended) apply to the Acquisition.

This summary should be read in conjunction with, and is subject to, the full
text of this announcement, including its Appendices. The Acquisition will be
subject to the Conditions and further terms set out in Appendix I to this
announcement and to be set out in the Circular. The sources and bases of
certain financial information contained in this summary and this announcement
are set out in Appendix II to this announcement. Certain terms used in this
summary and in this announcement are defined in Appendix III to this
announcement. Appendix IV to this announcement sets out the full text of the
OCB Sale Announcement.

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)

Advisors

J.P. Morgan Securities (Asia Pacific) Limited ("J.P. Morgan") is acting as
financial advisor to Jardine Matheson and Bidco in connection with the
Acquisition. Linklaters LLP is acting as legal advisor to Jardine Matheson in
connection with the Acquisition. Morgan Stanley Asia Limited ("Morgan
Stanley") is acting as financial advisor to the Mandarin Oriental Transaction
Committee in connection with the Acquisition. Slaughter and May is acting as
legal advisor to the Mandarin Oriental Transaction Committee in connection
with the Acquisition.

Inside Information

The information contained within this announcement is deemed by Mandarin
Oriental to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 (as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018). Upon the publication of this
announcement, this inside information is now considered to be in the public
domain. The person responsible for arranging the release of this announcement
on behalf of Mandarin Oriental is Kieren Barry, Group Counsel.

 

Important Notices

J.P. Morgan is acting as financial advisor exclusively for Jardine Matheson
and Bidco 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 or Bidco for
providing the protections afforded to clients of J.P. Morgan or its
affiliates, not for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.

Morgan Stanley is acting exclusively for the Mandarin Oriental Transaction
Committee and no one else in connection with the Acquisition and shall not be
responsible to anyone other than the Mandarin Oriental Transaction Committee
for providing the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Acquisition or any other matter or
arrangement referred to herein. Neither Morgan Stanley nor any of its
affiliates, their respective directors, officers, employees or agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, tort, under statute or otherwise) to any person
who is not a client of Morgan Stanley in connection with the Acquisition or
any statement contained herein or otherwise.

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 by 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 Circular will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Scheme. Any decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Circular. Mandarin Oriental Shareholders are
advised to read the formal documentation in relation to the Acquisition
carefully, once it has been dispatched.

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 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.

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 or into
certain jurisdictions other than Bermuda, Singapore or the United Kingdom may
be restricted by law and/or regulations 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. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

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 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 and/or
Mandarin Oriental regarding the Acquisition, the Scheme, and other information
published by or on behalf of Jardine Matheson and/or Mandarin Oriental or
their 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 and/or Mandarin
Oriental 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 and/or Mandarin Oriental's future prospects, developments and
business strategies, the expected timing and scope of the Acquisition and the
Scheme 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 include 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 or Mandarin Oriental, nor any of their 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 Mandarin Oriental or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.

Jardine Matheson, Mandarin Oriental, J.P. Morgan and Morgan Stanley and their
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 Mandarin
Oriental, 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 Mandarin Oriental, as appropriate.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

For immediate release

 

17 October 2025

 

 

RECOMMENDED CASH ACQUISITION

 

for

 

Mandarin Oriental INTERNATIONAL Limited ("Mandarin Oriental")

 

by

 

JARDINE STRATEGIC LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF JARDINE
MATHESON Limited ("Jardine Matheson")

 

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

 

1.   Introduction

Jardine Matheson and Mandarin Oriental are pleased to announce that Mandarin
Oriental has agreed to a proposal made by Jardine Matheson on the terms of a
recommended cash acquisition by Jardine Matheson pursuant to which Bidco, a
wholly-owned subsidiary of Jardine Matheson, will acquire the 11.96 per cent.
of Mandarin Oriental's total issued share capital which Bidco does not already
own (the "Acquisition").

Concurrently, Mandarin Oriental has entered into an agreement on 17 October
2025 with Alibaba Group and Ant Group regarding their acquisition of the top
thirteen floors of One Causeway Bay as their headquarters in Hong Kong,
together with the building's rooftop signage and 50 parking spaces of One
Causeway Bay for US$925 million (the "OCB Sale"). The announcement published
by Mandarin Oriental in respect of the OCB Sale on 17 October 2025 is included
at Appendix IV (the "OCB Sale Announcement").

2.   The Acquisition

The Acquisition will be implemented by way of a scheme of arrangement under
section 99 of the Bermuda Companies Act (the "Scheme"). To effect the Scheme,
both a Court Meeting and a Special General Meeting will be convened to
consider and vote on the implementation of the Scheme. Only the Independent
Mandarin Oriental Shareholders are entitled to vote at the Court Meeting. All
Mandarin Oriental Shareholders are entitled to vote at the Special General
Meeting. The voting requirements for the Court Meeting and the Special General
Meeting are contained in Section 12 (Description of the Scheme) below. The
Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this announcement and to be set out in the Circular. If the
Acquisition becomes effective, Independent Mandarin Oriental Shareholders
shall be entitled to receive:

US$3.35 in cash in respect of each Mandarin Oriental Share, comprising:

·      US$2.75 in cash (the "Scheme Value"); and

·     a special dividend of US$0.60 in cash (being the special dividend
referenced by Mandarin Oriental in the OCB Sale Announcement) (the "OCB
Dividend"),

(together, the "Total Value").

The Total Value represents approximately a:

o  52.3 per cent. premium to the Closing Price of US$2.20 per Mandarin
Oriental Share on 29 September 2025, being the last Business Day prior to the
announcement by Mandarin Oriental on 30 September 2025 in relation to the
possible sale of part of its interest in One Causeway Bay (the "Unaffected
Day");

o  62.6 per cent. premium to the volume-weighted average price of US$2.06 per
Mandarin Oriental Share over the one-month period immediately prior to and
including the Unaffected Day;

o  65.8 per cent. premium to the volume-weighted average price of US$2.02 per
Mandarin Oriental Share over the three-month period immediately prior to and
including the Unaffected Day;

o  70.9 per cent. premium to the volume-weighted average price of US$1.96 per
Mandarin Oriental Share over the six-month period immediately prior to and
including the Unaffected Day; and

o  53.7 per cent. premium to the net asset value of US$2.18 per Mandarin
Oriental Share as of 30 June 2025.

The Scheme Value represents approximately a:

o  71.9 per cent. premium to the adjusted Closing Price of US$1.60 per
Mandarin Oriental Share on the Unaffected Day, being the Closing Price of
US$2.20 per Mandarin Oriental Share on the Unaffected Day minus the value of
the OCB Dividend;

o  88.4 per cent. premium to the adjusted volume-weighted average price of
US$1.46 per Mandarin Oriental Share over the one-month period immediately
prior to and including the Unaffected Day, being the volume-weighted average
price of US$2.06 per Mandarin Oriental Share over the same period minus the
OCB Dividend;

o  93.7 per cent. premium to the adjusted volume-weighted average price of
US$1.42 per Mandarin Oriental Share over the three-month period immediately
prior to and including the Unaffected Day, being the volume-weighted average
price of US$2.02 per Mandarin Oriental Share over the same period minus the
OCB Dividend;

o  102.2 per cent. premium to the adjusted volume-weighted average price of
US$1.36 per Mandarin Oriental Share over the six-month period immediately
prior to and including the Unaffected Day, being the volume-weighted average
price of US$1.96 per Mandarin Oriental Share over the same period minus the
OCB Dividend; and

o  74.1 per cent. premium to the net asset value minus the OCB Dividend of
US$1.58, being the net asset value of US$2.18 per Mandarin Oriental Share as
of 30 June 2025 minus the OCB Dividend.

The Total Value values the entire issued ordinary share capital of Mandarin
Oriental (prior to the payment of the OCB Dividend) at approximately US$4.2
billion.

Subject to satisfaction of the Conditions, it is expected that the Scheme will
become effective by 28 February 2026.

The payment of the OCB Dividend is conditional on completion of the OCB Sale
and approval by the board of Mandarin Oriental, but is not conditional on
completion of the Acquisition. Completion of the OCB Sale is expected to have
occurred by 31 December 2025, with the OCB Dividend expected to be paid at or
about the same time as settlement of the Scheme Value under the Scheme or,
should the Scheme not become effective, at an alternative time following
completion of the OCB Sale. Further information on the timing of the payment
of the OCB Dividend will be announced in due course.

Upon completion of the OCB Sale, Bidco shall be entitled to receive the OCB
Dividend in respect of the Mandarin Oriental Shares which it holds at the
relevant record time. The record date in respect of the OCB Dividend will be
on or prior to the Acquisition Effective Date.

Under the terms of the Transaction Agreement, Mandarin Oriental has undertaken
not to declare or pay any dividend prior to the Acquisition Effective Date,
with the exception of the OCB Dividend.

3.   Background to and reasons for the proposal by Jardine Matheson

Jardine Matheson has been a long-time controlling shareholder in Mandarin
Oriental, holding 88.04 per cent. of Mandarin Oriental as of the last Business
Day prior to this announcement through its wholly-owned subsidiary, Bidco, and
Mandarin Oriental has been a core and integral part of Jardine Matheson's
portfolio. The Acquisition is consistent with Jardine Matheson's strategy to
deliver superior, long-term returns from its portfolio of market-leading
businesses focused on Asia and is aligned with a group-wide capital allocation
framework.

The OCB Sale and the OCB Dividend create the opportunity to implement the
Acquisition, by establishing a clear and compelling valuation for the One
Causeway Bay project as a whole and returning to Mandarin Oriental
Shareholders a material amount of capital. The Jardine Matheson Board
considers full private ownership as beneficial for both Mandarin Oriental and
Jardine Matheson. Privatization of Mandarin Oriental would simplify Jardine
Matheson's existing corporate structure, while better supporting Mandarin
Oriental in achieving its growth objectives.

The Jardine Matheson Board believe the terms and structure of the Acquisition
are in the best interest of Mandarin Oriental and the Independent Mandarin
Oriental Shareholders. The intention of the Acquisition is to provide the
Independent Mandarin Oriental Shareholders with an opportunity to realise full
value for their Mandarin Oriental Shares. In circumstances where the
Acquisition does not proceed, Jardine Matheson intends to continue to pursue
the delisting of Mandarin Oriental through other means. Jardine Matheson also
reserves the right to continue to purchase Mandarin Oriental Shares at or
below the Total Value prior to the ex-OCB Dividend date, and at or below the
Scheme Value thereafter, after the date of this announcement.

The financial terms of the Acquisition are final and Jardine Matheson does not
intend to increase them or otherwise improve the financial terms of the
Acquisition. If, on or after the date of this announcement and on or prior to
the Acquisition Effective Date, Mandarin Oriental increases the value of the
OCB Dividend or declares or pays any other dividend, distribution, or other
return of value, Jardine Matheson reserves the right to reduce the Scheme
Value by an amount equal to the amount of such increase or the amount of such
dividend, distribution, or other return of value (as applicable), in which
case references to the Scheme Value will be deemed to be a reference to the
Scheme Value as so reduced.

4.   Mandarin Oriental Transaction Committee

The Mandarin Oriental Transaction Committee, which has been so advised by
Morgan Stanley Asia Limited as to the financial terms of the Acquisition,
considers the terms of the Acquisition to be fair and reasonable insofar as
Independent Mandarin Oriental Shareholders are concerned. In providing its
financial advice, Morgan Stanley Asia Limited has relied upon the commercial
assessment of the Mandarin Oriental Transaction Committee. The Mandarin
Oriental Transaction Committee is unanimously in favour of, and intends to
recommend in the Circular that the Independent Mandarin Oriental Shareholders
vote to approve, the Acquisition.

5.   Background to and reasons for the intended recommendation

In arriving at the conclusions set out in Section 4 above, the Mandarin
Oriental Transaction Committee carefully considered the terms of the
Acquisition as set out in this document and has taken into account a range of
factors including:

(i)        Total Value and Scheme Value represent an attractive premium:
from a valuation perspective, the Total Value and the Scheme Value: (i)
represent an attractive premium based on a number of different metrics,
including historical closing prices of Mandarin Oriental Shares and net asset
value (as further detailed in Section 2 above); and (ii) are in line with
other take-private premia observed in Singapore and Hong Kong markets;

(ii)       Fundamental value of Mandarin Oriental: the Transaction
Committee has also cross-checked the value of Mandarin Oriental on a
fundamental basis, taking into account the value of One Causeway Bay
(including the sale price pursuant to the OCB Sale and the floors retained by
Mandarin Oriental following the OCB Sale), the value of the hotels owned by
Mandarin Oriental and the value of Mandarin Oriental's hotel management
business, which have been fairly reflected in the Total Value and the Scheme
Value; and

(iii)     Unique opportunity to exit fully in cash: the Transaction
Committee has also considered the historic trading behaviour of Mandarin
Oriental Shares, including the low trading volumes and low liquidity of
Mandarin Oriental Shares and the persistent discount to Mandarin Oriental's
adjusted net asset value. The Acquisition provides an immediate opportunity
for Independent Mandarin Oriental Shareholders to sell their Mandarin Oriental
Shares for a certain amount of cash at an attractive premium (as described
above) without incurring any discount from selling into the market. In
addition, Independent Mandarin Oriental Shareholders will also receive a
material return of cash from the proceeds of the OCB Sale through the OCB
Dividend. Given Jardine Matheson's position as a controlling shareholder of
Mandarin Oriental and its confirmation that it has no intention to divest its
stake in Mandarin Oriental, there is no reasonable prospect that there will be
any equivalent opportunity for all Independent Mandarin Oriental Shareholders
to sell their investment in Mandarin Oriental in full, at premia levels as
described above.

6.   About the Mandarin Oriental Group

Mandarin Oriental Group is an international hotel investment and management
group, with a presence in sought-after destinations around the world. Renowned
for creating outstanding properties, each destination reflects the Mandarin
Oriental Group's Asian heritage, local culture and unique design. Driven by a
passion for the exceptional, every day, everywhere, the Mandarin Oriental
Group's mission is to craft time-enriching experiences that transform the
ordinary into the exceptional and guests to fans through its legendary
service. The Mandarin Oriental Group now operates 43 hotels, 12 residences and
26 exceptional homes in 27 countries and territories, with many more projects
under development. Mandarin Oriental regularly receives international
recognition and awards for outstanding service and quality management. The
Mandarin Oriental Group has equity interests in a number of its properties and
adjusted net assets worth approximately US$4.3 billion as at 30 June 2025.

Mandarin Oriental continues to drive its reputation as an innovative leader in
luxury hospitality, seeking selective opportunities to expand the reach of the
brand, with the aim of maximising profitability and long-term shareholder
value.

7.   About the Jardine Matheson Group

Jardine Matheson is a diversified, Asia-focused investment company. Founded in
China in 1832, Jardine Matheson's long-term success has been driven by our
adaptability and resilience. Our aim is to deliver superior, long-term returns
for Jardine Matheson's shareholders from a portfolio of market-leading
businesses, each of which is strategically positioned to capture growth
opportunities driven by themes such as urbanisation and the expanding
middle-income population across Asia.

8.   Q3 Interim Management Statement Announcement

Jardine Matheson and Mandarin Oriental will release their Q3 Interim
Management Statements on 21 November 2025.

9.   Transaction Agreement

Jardine Matheson and Mandarin Oriental have entered into a Transaction
Agreement in relation to the implementation of the Acquisition and other
related matters. The Transaction Agreement contains certain assurances and
confirmations between the parties, including with respect to the
implementation of the Scheme and regarding the conduct of the business of the
Mandarin Oriental Group in the period prior to the Acquisition Effective Date.
The Transaction Agreement, together with the Circular to be distributed to the
Mandarin Oriental Shareholders, will set out the terms and conditions and
means of effecting the Scheme as required by the Bermuda Companies Act.

Pursuant to the Transaction Agreement, each of Jardine Matheson and Mandarin
Oriental has agreed, inter alia, to take or cause to be taken all such steps
as are within its power and necessary to implement the Acquisition in
accordance with, and subject to the terms and conditions of, the Transaction
Agreement. The Transaction Agreement contains limited rights of termination,
including by written agreement between Jardine Matheson and Mandarin Oriental.

10.  Conditions

The Acquisition will be subject to the Conditions set out in paragraph 1 of
Appendix I, including the completion of the OCB Sale (which is itself subject
to the OCB Sale Conditions which are set out in the OCB Sale Announcement, a
copy of which is included at Appendix IV), approval of the resolutions
required to approve and implement the Scheme by the Independent Mandarin
Oriental Shareholders at the Court Meeting and by the Mandarin Oriental
Shareholders at the Special General Meeting, and the sanction of the Scheme by
the Court. Jardine Matheson and Mandarin Oriental have agreed that if any of
the Conditions set out in paragraph 1 of Appendix I are not satisfied before
the Long Stop Date the Acquisition will not proceed.

11.  Financing

Jardine Matheson intends to finance the Scheme Value through cash on its
balance sheet together with committed facilities.

12.  Description of the Scheme

The Acquisition will be effected by means of a Court sanctioned scheme of
arrangement under section 99 of the Bermuda Companies Act. The purpose of the
Scheme is to provide for Bidco (a wholly-owned subsidiary of Jardine Matheson)
to become the holder of the entire issued share capital of Mandarin Oriental.
This is to be achieved by the transfer of the Mandarin Oriental Shares (which
are not currently owned by Bidco) to Bidco pursuant to the Scheme, in
consideration for which the Independent Mandarin Oriental Shareholders will
receive cash consideration, in the form of the Scheme Value, on the basis set
out in Section 2 of this announcement. Bidco will provide an undertaking to
the Court to be bound by the Scheme.

The Acquisition will be subject to the Conditions and further terms referred
to in Appendix I of this announcement and to be set out in the Circular, which
include the requirement for the Scheme to be sanctioned by the Court.

In order for the Scheme to be implemented, the following events will need to
take place:

(i)     the Scheme must be approved by a majority in number of the
Independent Mandarin Oriental Shareholders who are present and voting (in
person or by proxy) at the Court Meeting and who represent at least 75 per
cent. in value of the Independent Mandarin Oriental Shares voted. Bidco will
not be entitled to, and will not, vote at the Court Meeting;

(ii)       a special resolution approving the Acquisition and certain
ancillary matters relating to the Scheme must be passed by Mandarin Oriental
Shareholders representing at least 75 per cent. of votes cast at the Special
General Meeting; and

(iii)       the sanction of the Scheme by the Court.

The Scheme will only become effective upon delivery of the Court Order
sanctioning the Scheme to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on Bidco as offeror and
on all Mandarin Oriental Shareholders (including the Independent Mandarin
Oriental Shareholders), irrespective of whether or not they attended or voted
at the Court Meeting or Special General Meeting, and each Independent Mandarin
Oriental Shareholder will have the right to receive the Scheme Value referred
to in Section 2 of this announcement.

The Circular containing notices convening the Court Meeting and the Special
General Meeting will be despatched to Mandarin Oriental Shareholders as soon
as practicable following this announcement. It is currently anticipated that
Court Meeting and the Special General Meeting will be held in December 2025.
 

Subject to satisfaction of the Conditions, it is expected that the Scheme will
become effective by 28 February 2026.

Further details on the implementation of the Scheme will be set out in the
Circular.

Given Jardine Matheson's approximate 88.04 per cent. shareholding in Mandarin
Oriental (held through Bidco), Jardine Matheson and Mandarin Oriental do not
anticipate any regulatory clearances will be required to be obtained in order
to effect the Acquisition.

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

Part II of The Mandarin Oriental International Limited Consolidation and
Amendment Act 1988, as amended, and the Mandarin Oriental International
Limited Amendment Act 1993, as amended, which include provisions relating to
takeover offers, do not apply to the Acquisition as it is being effected by
means of a Court sanctioned scheme of arrangement under the Bermuda Companies
Act.

As a company with a secondary listing on the Singapore Exchange, Mandarin
Oriental 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.

13.  Irrevocable undertakings

Jardine Matheson has received irrevocable undertakings to vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the
Special General Meeting in respect of 20,342,145 Mandarin Oriental Shares
representing, in aggregate, approximately 13.46 per cent. of the number of
Independent Mandarin Oriental Shares on 16 October 2025, being the last
Business Day prior to this announcement.

14.  Disclosure of Interests

Jardine Matheson is interested in 1,112,719,720 Mandarin Oriental Shares
(carrying 88.04 per cent. of the voting rights attaching to Mandarin
Oriental's issued ordinary share capital) through Bidco.

15.  Delisting

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

16.  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 Mandarin Oriental Shareholders as soon as
practicable after this announcement and will include the terms and conditions
of the Acquisition, together with notice of the Court Meeting and 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,
Mandarin Oriental 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.

Enquiries:

 

 For further information, please contact:
 Brunswick
 Tom Burns                                 +44 (0) 20 7404 5959
 Gavin Cross                               +852 9522 6819
                                           JARDINES@brunswickgroup.com
 Jardines
 Harry Thompson                            +852 9107 9370

                                           Harry.Thompson@jardines.com

Advisors

J.P. Morgan Securities (Asia Pacific) Limited is acting as financial advisor,
to Jardine Matheson and Bidco in connection with the Acquisition. Linklaters
LLP is acting as legal advisor to Jardine Matheson in connection with the
Acquisition. Morgan Stanley Asia Limited is acting as financial advisor to the
Mandarin Oriental Transaction Committee in connection with the Acquisition.
Slaughter and May is acting as legal advisor to the Mandarin Oriental
Transaction Committee in connection with the Acquisition.

Inside Information

The information contained within this announcement is deemed by Mandarin
Oriental to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 (as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018). Upon the publication of this
announcement, this inside information is now considered to be in the public
domain. The person responsible for arranging the release of this announcement
on behalf of Mandarin Oriental is Kieren Barry, Group Counsel.

Important Notices

J.P. Morgan is acting as financial advisor exclusively for Jardine Matheson
and Bidco 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 or Bidco for
providing the protections afforded to clients of J.P. Morgan or its
affiliates, not for providing advice in relation to the Acquisition or any
other matter or arrangement referred to herein.

Morgan Stanley is acting exclusively for the Mandarin Oriental Transaction
Committee and no one else in connection with the Acquisition and shall not be
responsible to anyone other than the Mandarin Oriental Transaction Committee
for providing the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Acquisition or any other matter or
arrangement referred to herein. Neither Morgan Stanley nor any of its
affiliates, their respective directors, officers, employees or agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, tort, under statute or otherwise) to any person
who is not a client of Morgan Stanley in connection with the Acquisition or
any statement contained herein or otherwise.

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 Circular will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Scheme. Any decision in
respect of, or other response to, the Acquisition should be made only on the
basis of the information in the Circular. Mandarin Oriental Shareholders are
advised to read the formal documentation in relation to the Acquisition
carefully, once it has been dispatched.

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 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.

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 or into
certain jurisdictions other than Bermuda, Singapore or the United Kingdom may
be restricted by law and/or regulations 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. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

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 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 and/or
Mandarin Oriental regarding the Acquisition, the Scheme, and other information
published by or on behalf of Jardine Matheson and/or Mandarin Oriental or
their 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 and/or Mandarin
Oriental 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 and/or Mandarin Oriental's future prospects, developments and
business strategies, the expected timing and scope of the Acquisition and the
Scheme 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 include 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 or Mandarin Oriental, nor any of their 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 Mandarin Oriental or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.

Jardine Matheson, Mandarin Oriental, J.P. Morgan, Morgan Stanley and their
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 Mandarin
Oriental, 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 Mandarin Oriental, as appropriate.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

 

APPENDIX I

CONDITIONS AND certain FURTHER TERMS OF THE Acquisition

 

1.  Conditions of the Acquisition

(a)      The Acquisition will be conditional upon the Scheme becoming
unconditional and effective by no later than the Long Stop Date or such later
date (if any) as Jardine Matheson and Mandarin Oriental may agree and, if
required, the Court may allow.

(b)        The Scheme shall be subject to the following conditions:

(i)       its approval by a majority in number of the Independent Mandarin
Oriental Shareholders who are present and vote (in person or by proxy) at the
Court Meeting and who represent 75 per cent. in value of the Independent
Mandarin Oriental Shares voted by those Independent Mandarin Oriental
Shareholders;

(ii)       the resolutions required to implement the Scheme being duly
passed by Mandarin Oriental Shareholders representing 75 per cent. or more of
the votes cast (in person or by proxy) at the Special General Meeting; and

(iii)      the sanction of the Scheme by the Court and the delivery of a
copy of the Court Order to the Registrar of Companies.

(c)        In addition, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the Court Order shall not be delivered
to the Registrar of Companies unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:

(i)     no binding judgment or order having been given, made, issued or
enforced by any Regulatory Authority which prohibits or prevents the Scheme
from becoming effective;

(ii)       the Transaction Agreement not having been terminated; and

(iii)      the OCB Sale having completed.

2.  Certain Further Terms of the Acquisition

(a)     The availability of the Acquisition to persons not resident in the
United Kingdom, Singapore or Bermuda may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United Kingdom,
Singapore or Bermuda should inform themselves about and observe any applicable
requirements.

(b)        The Scheme will be governed by Bermudian law and be subject
to the jurisdiction of the Courts of Bermuda and to the Conditions set out in
this announcement and in the Circular. The Acquisition will comply with the
applicable rules and regulations of the London Stock Exchange, the FCA, the
Bermuda Stock Exchange and the Singapore Exchange.

 

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CERTAIN FINANCIAL INFORMATION

 

(a)  As at the close of business on 16 October 2025 (being the last Business
Day prior to publication of this announcement), there were 1,263,809,532
Mandarin Oriental Shares in issue. The International Securities Identification
Number for Mandarin Oriental Shares is BMG578481068.

(b)  Unless stated otherwise, any references to the issued and to be issued
share capital of Mandarin Oriental are based on the 1,263,809,532 Mandarin
Oriental Shares referred to in paragraph (a) above.

(c)  The value of the entire issued ordinary share capital of Mandarin
Oriental (prior to the payment of the OCB Dividend) of approximately US$4.2
billion based on the Total Value of US$3.35 per Mandarin Oriental Share is
calculated on the basis of a total number of Mandarin Oriental Shares in issue
of 1,263,809,532.

(d)  References to Closing Prices are to the closing middle market price of a
Mandarin Oriental Share on a particular trading day on the Singapore Exchange.

(e)  Unless otherwise stated, the financial information relating to Mandarin
Oriental is extracted from the consolidated financial statements of Mandarin
Oriental for the half-year ended 30 June 2025, prepared in accordance with
IFRS.

(f) 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.

 

APPENDIX III

DEFINITIONS

 

The following definitions apply throughout this announcement unless the
context requires otherwise.

 "Acquisition"                                       means the recommended acquisition by Jardine Matheson of the 11.96 per cent.
                                                     of Mandarin Oriental's issued share capital which Jardine Matheson or its
                                                     wholly-owned subsidiaries do not already own at the Scheme Value to be
                                                     effected in accordance with the Transaction Agreement and the Bermuda
                                                     Companies Act by means of the Scheme and shall, where the context so requires,
                                                     include any subsequent revision, variation, extension or renewal thereof;
 "Acquisition Effective Date"                        means the date upon which the Scheme becomes effective in accordance with its
                                                     terms;
 "Bermuda Companies Act"                             means the Companies Act 1981 of Bermuda (as amended from time to time);
 "Business Day"                                      means a day (other than a Saturday or Sunday) on which banks in Bermuda,
                                                     Singapore or the City of London are generally open for business;
 "CDP"                                               means Central Depository Pte Ltd.;
 "Circular"                                          means the document to be sent to Mandarin Oriental Shareholders setting out,
                                                     among other things, the Scheme, the terms and conditions of the Acquisition
                                                     and containing the notices convening the Court Meeting and the Special General
                                                     Meeting;
 "Closing Price"                                     means the closing middle market price of a Mandarin Oriental Share on a

                                                   particular trading day on the Singapore Exchange;

 "Conditions"                                        means the conditions of the Acquisition, set out in paragraph 1 of Appendix I
                                                     to this announcement and to be set out in the Circular, and Condition means
                                                     any one of them;
 "Court"                                             means the Supreme Court of Bermuda;
 "Court Meeting"                                     means the meeting of the Independent Mandarin Oriental Shareholders to be
                                                     convened pursuant to an order of the Court under the Bermuda Companies Act for
                                                     the purpose of considering and, if thought fit, approving the Scheme (with or
                                                     without amendment), including any adjournment thereof, notice of which is to
                                                     be contained in the Circular;
 "Court Order"                                       means the order of the Court sanctioning the Scheme;
 "CREST"                                             means the relevant system (as defined in the Regulations) in respect of which
                                                     Euroclear UK & International is the Operator (as defined in the
                                                     Regulations) in accordance with which securities may be held and transferred
                                                     in uncertified form;
 "Effective Time"                                    means the time on the Acquisition Effective Date at which the Scheme shall
                                                     become effective pursuant to the Bermuda Companies Act;
 "FCA" or "Financial Conduct Authority"              means the Financial Conduct Authority acting in its capacity as the competent
                                                     authority for the purposes of Part VI of the UK Financial Services and Markets
                                                     Act 2000;
 "IFRS"                                              means International Financial Reporting Standards;
 "Independent Mandarin Oriental Shareholders"        means Mandarin Oriental Shareholders (other than Bidco);
 "Independent Mandarin Oriental Shares"              means the Mandarin Oriental Shares held by the Independent Mandarin Oriental
                                                     Shareholders;
 "Jardine Matheson"                                  means Jardine Matheson Holdings Limited;
 "J.P. Morgan"                                       means J.P. Morgan Securities (Asia Pacific) Limited;
 "Long Stop Date"                                    means 31 May 2026 or such later date as Mandarin Oriental and Jardine Matheson
                                                     agree in writing;
 "Mandarin Oriental"                                 means Mandarin Oriental International Limited;
 "Mandarin Oriental Group"                           means Mandarin Oriental and each (directly or indirectly) wholly-owned
                                                     subsidiary of Mandarin Oriental that is: (i) not listed on a recognised stock
                                                     exchange; and (ii) not a subsidiary of an entity listed on a recognised stock
                                                     exchange (other than Mandarin Oriental);
 "Mandarin Oriental Shareholders" or "Shareholders"  means the holders of Mandarin Oriental Shares;
 "Mandarin Oriental Shares"                          means the ordinary shares of US$0.05 each in the capital of Mandarin Oriental;
 "Mandarin Oriental Transaction Committee"           means the committee of directors of Mandarin Oriental established in
                                                     connection with the Acquisition, comprising all of Mandarin Oriental's
                                                     Independent Non-executive Directors, appointed by the board of Mandarin
                                                     Oriental and to which the board of Mandarin Oriental delegated the
                                                     responsibility for considering the Acquisition;
 "Morgan Stanley"                                    means Morgan Stanley Asia Limited;
 "OCB Dividend"                                      means the special dividend of US$0.60 per Mandarin Oriental Share proposed to
                                                     be paid by Mandarin Oriental to its shareholders following completion of the
                                                     OCB Sale;
 "OCB Sale"                                          means the acquisition by Alibaba Group and Ant Group of the top thirteen
                                                     floors of One Causeway Bay as their headquarters in Hong Kong, together with
                                                     the building's rooftop signage and 50 parking spaces of One Causeway Bay for
                                                     US$925 million;
 "OCB Sale Announcement"                             means the announcement published by Mandarin Oriental in respect of the OCB
                                                     Sale on 17 October 2025 and included at Appendix IV;
 "OCB Sale Conditions"                               means the conditions to completion of the OCB Sale set out in the OCB Sale
                                                     Announcement;
 "Official List"                                     means the Official List maintained by the FCA;
 "Registrar of Companies"                            means the Registrar of Companies in Bermuda;
 "Regulations"                                       means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755);
 "Regulatory Authority"                              means any of the following having power and jurisdiction over any party to the

                                                   Transaction Agreement, or the Scheme: any court, any supranational, statutory,
                                                     governmental or regulatory body and any stock exchange;
 "Scheme"                                            means the proposed scheme of arrangement under section 99 of the Bermuda
                                                     Companies Act between Mandarin Oriental and the Independent Mandarin Oriental
                                                     Shareholders in connection with the Acquisition, with or subject to any
                                                     modification, addition, or condition approved or imposed by the Court and
                                                     agreed by Mandarin Oriental and Jardine Matheson;
 "Scheme Value"                                      means US$2.75 for each Independent Mandarin Oriental Share;
 "Special General Meeting"                           means the meeting of the shareholders of Mandarin Oriental to be convened for
                                                     the purpose of considering, and if thought fit, approving the Acquisition and
                                                     certain ancillary matters connected to the Acquisition and to transact such
                                                     other business as may properly come before the meeting, including any
                                                     adjournment or reconvention of any such meeting, notice of which shall be
                                                     contained in the Circular;
 "Total Value"                                       means US$3.35 in respect of each Independent Mandarin Oriental Share,
                                                     comprising the Scheme Value and the OCB Dividend;
 "Transaction Agreement"                             means the agreement between Jardine Matheson and Mandarin Oriental entered
                                                     into on or about the date of this announcement in relation to the
                                                     implementation of the Acquisition;
 "Unaffected Day"                                    means 29 September 2025, being the last Business Day prior to the announcement
                                                     by Mandarin Oriental on 30 September 2025 in relation to the possible sale of
                                                     part of its interest in One Causeway Bay; and
 "United Kingdom" or "UK"                            means the United Kingdom of Great Britain and Northern Ireland.

 

For the purposes of this announcement, "subsidiary" has the meaning given
thereto by the Bermuda Companies Act.

All references to "US$", "$" and "US Dollars" are to the lawful currency of
the United States.

All the times referred to in this announcement are Bermuda times unless
otherwise stated.

References to the singular include the plural and vice versa.

 

APPENDIX IV

OCB SALE ANNOUNCEMENT

 

 

17 October 2025

 

The following announcement was issued today to a Regulatory Information
Service approved by the Financial Conduct Authority in the United Kingdom.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

MANDARIN ORIENTAL INTERNATIONAL LIMITED

 

MANDARIN ORIENTAL TO SELL 301,555 SQUARE FEET OF ONE CAUSEWAY BAY TO ALIBABA
GROUP AND ANT GROUP FOR US$925 MILLION

 

Overview

 

Mandarin Oriental International Limited ("Mandarin Oriental" or the "Company")
announces today that Alibaba Group and Ant Group (together, the "Purchasers")
have contracted to acquire the top thirteen floors of One Causeway Bay (Levels
21-35) as their headquarters in Hong Kong, as well as the building's rooftop
signage and 50 parking spaces (together the "Property").

 

This commitment is a resounding expression of confidence in Hong Kong's
attractiveness as a global gateway city and the vitality of our local economy,
as well as a clear statement regarding the quality of One Causeway Bay in
particular. One Causeway Bay presents best in class design perfectly located
in the middle of Hong Kong, built to premium standards, with ESG platinum
grading from BEAM Plus, LEED, and WELL.

 

The sale marks a further advancement in Mandarin Oriental's asset-light
strategy and will enable a significant return of capital to shareholders. We
will continue to focus on the rapid growth of the Mandarin Oriental management
business and the strengthening of the brand.

 

Principal Terms

 

Under Preliminary Agreements for Sale and Purchase (dated today's date), One
Causeway Bay Limited, a wholly owned subsidiary of Mandarin Oriental, has
agreed to the strata title sale of the Property to the Purchasers (the
"Transaction") for US$925 million.

 

Completion of the Transaction remains subject to:

(i)         approval from the National Development and Reform
Commission (the "NDRC Approval Condition");

(ii)        the Company and the Purchasers entering into a Deed of
Mutual Covenant in accordance with agreed criteria in relation to the
management of the Property (the "DMC Condition"); and

(iii)       other conditions customary for a transaction of this
nature.

 

Subject to satisfaction of the conditions, completion of the Transaction is
expected to occur on 31 December 2025, with the sale proceeds expected to be
received on the same day. Mandarin Oriental will provide the Purchasers with a
fixed sum of US$37 million towards planned enhancements to the Property.

 

Valuation Analysis and Financial Impact

 

Total purchase price: US$925 million

 

Total floor area: 301,555 square feet

 

The purchase price of the Property reflects the carrying value of the Property
by Mandarin Oriental as of 30 June 2025. The carrying value was based on a
market valuation of the Property prepared by an independent valuation firm.
The Property represents 36% of the total value of Mandarin Oriental's tangible
fixed assets and investment properties, using the carrying value as at 30 June
2025. The remaining office and retail space of One Causeway Bay, amounting to
286,984 and 82,550 square feet respectively, remain owned by Mandarin
Oriental.

 

Use of Proceeds

 

The Company will repay borrowings of US$96m drawn for construction of the
Property and will retain up to 3% of the gross proceeds to fund the remaining
construction cost of One Causeway Bay. The Company will provide the Purchasers
with a fixed sum of US$37 million towards planned enhancements to the
Property.

 

The remaining proceeds, after selling expenses, are expected to amount to
approximately US$758m and will be distributed to shareholders via a special
dividend. Details regarding the special dividend, including the amount per
share, record date and payment date, will be announced in due course.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Kieren Barry, Group Counsel.

 

- end -

 

For further information, please contact:

 

Mandarin Oriental International Limited

 

Max
Fleming
maxfleming@mohg.com

Director of Corporate Finance, Hong
Kong
(852) 2895 9171

 

Chris
Orlikowski
corlikowski@mohg.com (mailto:corlikowski@mohg.com)

Director of Global Communications,
London                                  (44)
791 7280 210

 

This and other Group announcements can be accessed online at
'www.mandarinoriental.com'.

 

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