TIDMJDS TIDMJAR
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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