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RNS Number : 6403S

Jardine Strategic Hldgs Ltd

17 March 2021

18 March 2021

For immediate release

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 of such jurisdiction.

JARDINE STRATEGIC HOLDINGS LIMITED

publication of CIRCULAR and notice of Special general meeting

Further to the announcement on 8 March 2021 by Jardine Strategic Holdings Limited ("Jardine Strategic") and Jardine Matheson Holdings Limited ("Jardine Matheson") in relation to the recommended cash acquisition by Jardine Matheson of the (approximately) 15 per cent. of Jardine Strategic's issued share capital which Jardine Matheson or its wholly-owned subsidiaries do not already own (the "Acquisition"), Jardine Strategic has today published a shareholder circular in relation to the Acquisition (the "Circular").

The Circular contains a notice convening a special general meeting of Jardine Strategic's shareholders (the "Notice of Special General Meeting") which is to be held at 4th floor, Jardine House, 33-35 Reid Street, Hamilton HM12, Bermuda on 12 April 2021 at 8.00 a.m. (Bermuda time).

The Circular (including the Notice of Special General Meeting) will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The Circular is also available for inspection on Jardine Strategic's website at www.Jardines.com.

Unless otherwise defined, terms used in this announcement shall have the same meaning as those used in the Circular.

Enquiries:

 
 For further information, 
  please contact: 
 Brunswick 
                             +44 (0) 20 7404 
 Tom Burns                    5959 
 Tim Payne                   +852 3512 5000 
 

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 in contravention of applicable law. This announcement does not constitute a prospectus or prospectus exempted document.

The Circular contains the terms and conditions of the Acquisition, including details of how to vote in respect of the Amalgamation. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information in the Circular. Jardine Strategic Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.

If the Amalgamation becomes effective, all Jardine Strategic Shares will be cancelled pursuant to the Amalgamation and each Independent Jardine Strategic Shareholder will receive payment of the Acquisition Price.

Notice to United States Holders of Jardine Strategic Shares

The Acquisition relates to the shares of a Bermudian company and is being made by means of an amalgamation provided for under Bermudian company law. A transaction effected by means of an amalgamation 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 amalgamations, 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.

Jardine Strategic is a company incorporated under the laws of Bermuda. A majority of the assets of Jardine Strategic are located outside the United States. As a result, it may not be possible for Jardine Strategic Shareholders in the United States to effect service of process within the United States upon Jardine Strategic 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 Jardine Strategic 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 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 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.

Jonathan Lloyd, Jardine Matheson Limited

for and on behalf of Jardine Strategic Holdings Limited

18 March 2021

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END

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March 18, 2021 03:00 ET (07:00 GMT)

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