REG - Mandarin Oriental Jardine Matheson Hdg - Court Sanction of Scheme of Arrangement

Mandarin Oriental InternationalAnnouncement

16/01/2026 07:00

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RNS Number : 1387P  Mandarin Oriental International Ltd  15 January 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

15 January 2026

 

RECOMMENDED CASH ACQUISITION

 

OF

 

MANDARIN ORIENTAL INTERNATIONAL LIMITED ("MANDARIN ORIENTAL")

BY

 

JARDINE STRATEGIC LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF JARDINE
MATHESON HOLDINGS LIMITED ("JARDINE MATHESON")

 

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

 

COURT SANCTION OF SCHEME OF ARRANGEMENT

 

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").

On 8 December 2025, Mandarin Oriental and Jardine Matheson announced that all
resolutions were duly passed at the Court Meeting and the Special General
Meeting held in connection with the Acquisition.

Mandarin Oriental and Jardine Matheson are pleased to announce that the Court
has today sanctioned the Scheme by which the Acquisition is being implemented.
The Scheme will become effective upon the Court Order being delivered to the
Registrar of Companies in Bermuda, which is expected to take place on 19
January 2026. A further announcement will be made by Mandarin Oriental and
Jardine Matheson once the Scheme becomes effective.

Mandarin Oriental currently expects that: (i) the listing of Mandarin Oriental
Shares will be suspended on the Financial Conduct Authority's Official List by
7.30 a.m. (UK time) on 19 January 2026; (ii) the admission to trading of
Mandarin Oriental Shares will be suspended on the London Stock Exchange's main
market for listed securities by 7.30 a.m. (UK time) on 19 January 2026; and
(iii) the trading of Mandarin Oriental Shares will be suspended on the Bermuda
Stock Exchange with effect from 5.00 p.m. (Bermuda time) on 16 January 2026.
The trading of the Mandarin Oriental Shares on the Main Board of the Singapore
Exchange was suspended with effect from 9.00 a.m. (Singapore time) on 8
January 2026.

Subsequent to the listing and trading of Mandarin Oriental Shares being
suspended as set out above, it is currently expected that: (i) the listing of
Mandarin Oriental Shares will be cancelled on the Financial Conduct
Authority's Official List with effect from 8.00 a.m. (UK time) on 20 January
2026; (ii) the admission to trading of Mandarin Oriental Shares will be
cancelled on the London Stock Exchange's main market for listed securities
with effect from 8.00 a.m. (UK time) on 20 January 2026; (iii) the listing of
Mandarin Oriental Shares will be cancelled on the Main Board of the Singapore
Exchange with effect from 5.00 p.m. (Singapore time) on 20 January 2026; and
(iv) the listing of Mandarin Oriental Shares will be cancelled on the Bermuda
Stock Exchange with effect from 8.30 a.m. (Bermuda time) on 20 January 2026.
Corresponding updates regarding the cancellation applications will be made in
due course following the Scheme becoming effective and will be notified to
Mandarin Oriental Shareholders by announcement through a Regulatory
Information Service. 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.

Full details of the Scheme are set out in 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.

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.

Once 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 schemes of
arrangement, which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. The financial information included
or incorporated by reference in this announcement has been prepared in
accordance with International Financial Reporting Standards (as adopted by the
European Union) and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.

Mandarin Oriental is a company incorporated under the laws of Bermuda. A
majority of the assets of Mandarin Oriental are located outside the United
States. As a result, it may not be possible for Mandarin Oriental Shareholders
in the United States to effect service of process within the United States
upon Mandarin Oriental or its respective officers or directors or to enforce
against any of them judgments of the United States courts predicated upon the
civil liability provisions of the federal securities laws of the United
States. It may not be possible to sue Mandarin Oriental or its respective
officers or directors in a non-US court for violations of the US securities
laws. There is also substantial doubt as to enforceability in Bermuda, in
original actions or in actions for enforcement, of the judgments of US courts,
based on the civil liability provisions of US federal securities laws.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than Bermuda, Singapore or the United Kingdom may be restricted by law
and, therefore, any persons who are subject to the laws of any jurisdiction
other than Bermuda, Singapore or the United Kingdom should inform themselves
about, and observe, any applicable requirements.

To the fullest extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. The information disclosed in
this announcement has been prepared for the purposes of complying with
Bermudian, Singaporean and English law and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of jurisdictions
outside of Bermuda, Singapore and England and Wales.

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

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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