REG - Mandarin Oriental Jardine Matheson Hdg - Results of Court Meeting & Special General Meeting

Jardine Matheson HoldingsAnnouncement

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RNS Number : 7043K  Mandarin Oriental International Ltd  08 December 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.

 

For immediate release

 

8 December 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)

RESULTS OF THE COURT MEETING AND THE SPECIAL GENERAL MEETING

On 17 October 2025, Mandarin Oriental and Jardine Matheson announced that they
had agreed the terms of a recommended cash acquisition 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"). A shareholder circular in relation to the
Acquisition was published on 14 November 2025 (the "Scheme Document").

Mandarin Oriental and Jardine Matheson are pleased to announce that, at the
Court Meeting and Special General Meeting held earlier today in connection
with the Acquisition, all resolutions proposed were duly passed.

At the Court Meeting, a majority in number of the Independent Mandarin
Oriental Shareholders, who voted (either in person or by proxy) and who
together represented over 75% in value of the votes cast, voted in favour of
the resolution to approve the Scheme. The resolution was accordingly passed.

At the Special General Meeting, the SGM Resolution to give effect to the
Acquisition by, among other things, amending Mandarin Oriental's Bye-laws was
also passed by the requisite majority.

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the
results were as follows:*

 

·      Number of Independent Mandarin Oriental Shareholders voting**:
For: 69 (95.83%) Against: 3 (4.17%)

·      Number of votes: For: 76,962,717 (99.76%) Against: 188,924
(0.24%)

·      Percentage of Independent Mandarin Oriental Shares voted***: For:
51.18% Against: 0.13%

 

* All percentages have been rounded to two decimal places.

** In accordance with the order made by the Court on 10 November 2025, for the
purposes of calculating whether or not a majority in number of members of
Mandarin Oriental have approved the Scheme, each of MUFG Corporate Markets
Trustees (Nominees) Limited and CDP, as central depositaries holding
Independent Mandarin Oriental Shares on behalf of holders of the Depository
Interests and each bank, broker or nominee whose names are registered on the
register of members of Mandarin Oriental holding Independent Mandarin Oriental
Shares on behalf of beneficial owners, was counted as one member and whether
it was counted as voting for or against the Scheme was determined by whether
the majority of Independent Mandarin Oriental Shares held by it were voted for
or against the Scheme.

*** Only Independent Mandarin Oriental Shareholders were entitled to vote at
the Court Meeting. Bidco was not entitled to vote its 1,112,719,720 Mandarin
Oriental Shares at the Court Meeting but was entitled to vote its Mandarin
Oriental Shares at the Special General Meeting.

SPECIAL GENERAL MEETING

The voting on the SGM Resolution to give effect to the Acquisition by, among
other things, amending Mandarin Oriental's Bye-laws was taken on a poll and
the results were as follows:*

 

·      Number of votes: For: 1,183,940,608 (99.98%*) Against: 188,924
(0.02%*) Abstain**: 0 (0%*)

 

*All percentages have been rounded to two decimal places.

**Abstention is not a vote in law and, accordingly, is not counted in the
calculation of the proportion of votes "For" nor "Against" the SGM Resolution.

 

Full details of the resolutions passed are set out in the Notice of Court
Meeting and Notice of Special General Meeting contained in Part IX and Part X
(respectively) of the Scheme Document.

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.

The total number of Mandarin Oriental Shares in issue at the Voting Record
Time was 1,263,809,532. Therefore, for the purposes of the Special General
Meeting, the total voting rights in Mandarin Oriental as at the Voting Record
Time were 1,263,809,532 votes.

Effective Date and timetable

The outcome of today's meetings means that Conditions 1(ii)(a) and 1(ii)(b)
(as set out in Part V of the Scheme Document) have been satisfied.

Completion of the Acquisition remains subject to the satisfaction or (if
capable of waiver) waiver of the remaining Conditions set out in Part V of the
Scheme Document, including the completion of the OCB Sale, which is expected
to have occurred by 31 December 2025, the Court's sanction of the Scheme at
the Sanction Hearing and the delivery of a copy of the Court Order sanctioning
the Scheme to the Registrar of Companies for registration.

The expected timetable of the principal events for the implementation of the
Acquisition remains as set out on pages 11 to 13 of the Scheme Document. If
any of the dates and/or times in this expected timetable change, the revised
dates and/or times will be notified to Mandarin Oriental Shareholders by
announcement through a Regulatory Information Service.

A copy of the resolution passed at the Court Meeting and the SGM Resolution
passed at the Special General Meeting have been submitted to the FCA's
National Storage Mechanism and will shortly be available for inspection on its
website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

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.

If the Scheme becomes effective, it will be 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 scheme of
arrangements, 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.

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 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.

 

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