REG - Mandarin Oriental Jardine Matheson Hdg - Update on OCB Sale and Acquisition Timeline

Mandarin Oriental InternationalAnnouncement

Wed 07:30

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RNS Number : 2779N  Mandarin Oriental International Ltd  31 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

 

31 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)

 

 

UPDATE ON THE OCB SALE AND THE TIMELINE FOR THE ACQUISITION OF MANDARIN
ORIENTAL INTERNATIONAL LIMITED

 

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").

On 17 October 2025, Mandarin Oriental also announced that Alibaba Group and
Ant Group had agreed to acquire the top thirteen floors of One Causeway Bay
(the "Building") (Levels 21-35), as well as the Building's rooftop signage and
50 parking spaces of One Causeway Bay (the "OCB Sale").

A shareholder circular in relation to the Acquisition was published on 14
November 2025 (the "Scheme Document"). As set out in the Scheme Document, the
OCB Sale having completed is one of the Conditions to the Acquisition.

Mandarin Oriental is pleased to announce that all of the OCB Sale Conditions
set out in the OCB Sale Announcement have now been satisfied, the OCB Sale has
completed and the proceeds from the OCB Sale have been received.

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.

OCB Dividend

As announced on 17 October 2025, Mandarin Oriental intends to distribute the
proceeds from the OCB Sale to Mandarin Oriental Shareholders via a special
dividend.

Mandarin Oriental is pleased to confirm that it will pay a special dividend of
US$0.60 per Mandarin Oriental Share (the "OCB Dividend").

The OCB Dividend will be payable on 22 January 2026 to Mandarin Oriental
Shareholders on the registers of members at the close of business on 9 January
2026. Mandarin Oriental Shares will be quoted ex-dividend on 8 January 2026,
and the share registers will be closed from 12 to 15 January 2026, inclusive.

Mandarin Oriental Shareholders will receive cash dividends in US Dollars,
except in the circumstances set out below.

Jersey branch register

Mandarin Oriental Shareholders holding their shares as Depository Interests
within CREST in the United Kingdom will receive the OCB Dividend in GBP. The
GBP equivalent of the OCB Dividend US Dollar amount will be calculated based
on the exchange rate prevailing on 9 January 2026.

Mandarin Oriental Shareholders on the Singapore branch register who hold their
shares through The Central Depository (Pte) Limited (the "CDP")

Mandarin Oriental Shareholders subscribed to CDP's currency conversion
service (the "CCY")

Those Mandarin Oriental Shareholders who have not unsubscribed from the CCY by
the relevant deadline set by the CDP will have the US Dollar amount of their
OCB Dividend converted into Singapore Dollars.

Mandarin Oriental Shareholders unsubscribed from the CDP's CCY

Those Mandarin Oriental Shareholders who have unsubscribed from the CCY by the
relevant deadline set by the CDP will receive the OCB Dividend in US Dollars.

Expected Timetable

Mandarin Oriental and Jardine Matheson are pleased to confirm that the
Sanction Hearing will be held on 15 January 2025. Subject to the Court
sanctioning the Scheme at the Sanction Hearing and the delivery of a copy of
the Court Order to the Registrar of Companies, the Scheme is expected to
become effective on 19 January 2025. A further announcement will be made by
Mandarin Oriental and Jardine Matheson if and when the Court sanctions the
Scheme.

An updated expected timetable of principal events in connection with the
Acquisition is set out in the Appendix to this announcement.

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

 

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,
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 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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references to times are to Bermuda time unless otherwise stated. All dates
and times are indicative only, are based on Jardine Matheson and Mandarin
Oriental's current expectations and are subject to change. 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.

 Event                                                                             Time/Date
 Completion of OCB Sale                                                            31 December 2025 (Hong Kong time)
 Sanction Hearing                                                                  15 January 2026
 Last day of dealings in Mandarin Oriental Shares on the Singapore Exchange        7 January 2026 (Singapore time)
 Suspension of trading on the Main Board of the Singapore Exchange                 By 9:00 a.m. (Singapore time) on 8 January 2026
 Last day of dealings in Mandarin Oriental Shares on the Bermuda and London        16 January 2026 (Bermuda/UK time)
 Stock Exchanges
 Suspension of trading on the London Stock Exchange's Main Market                  By 7:30 a.m. (UK time) on 19 January 2026
 Latest time for Mandarin Oriental Shareholders who hold their Mandarin            5:30 p.m. (UK time) on 16 January 2026
 Oriental Shares in certificated form on the Jersey branch register of members
 to lodge the Green Form of Currency Election to elect to receive the Scheme
 Value in GBP
 Suspension of trading on the Bermuda Stock Exchange                               5:00 p.m. (Bermuda time) on 16 January 2026
 Scheme Record Time (in respect of the Scheme)                                     6:00 p.m. (Bermuda time) on 16 January 2026
 Court Order to be delivered to the Registrar of Companies (the Acquisition        19 January 2026(1)
 Effective Date)
 Cancellation of listing of Mandarin Oriental Shares on the Bermuda Stock          8:30 a.m. (Bermuda time) on 20 January 2026
 Exchange
 Cancellation of listing of Mandarin Oriental Shares on the London Stock           8:00 a.m. (UK time) on 20 January 2026
 Exchange's Main Market
 Cancellation of listing of Mandarin Oriental Shares on the Main Board of the      5:00 p.m. (Singapore time) on 20 January 2026
 Singapore Exchange
 Latest date for dispatch of cheques and the crediting of CREST and CDP            As soon as reasonably practicable and in any event no later than 30 January
 accounts for the Scheme Value due to Independent Mandarin Oriental                2026 (UK/Singapore/Bermuda time)
 Shareholders under the Acquisition
 Long Stop Date (latest Acquisition Effective Date)                                31 May 2026

 

 (1)  The Scheme shall become effective as soon as a copy of the Court Order has
      been delivered to the Registrar of Companies for registration. This is
      expected to occur following the Scheme Record Time. The events which are
      stated as occurring in reference to the Acquisition Effective Date are
      conditional on the Acquisition Effective Date and operate by reference to that
      date.

 

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