JARDINE MATHESON HOLDINGS LIMITED (iii) no binding judgment or order having been given, made, issued or enforced by any Regulatory Authority which prohibits or prevents the Amalgamation from becoming effective;
(iv) the issue by the Registrar of Companies of a certificate of amalgamation pursuant to the Bermuda Companies Act in respect of the Amalgamation; and
(v) the Implementation Agreement otherwise having become unconditional and not having been terminated.
2. Certain Further Terms of the Acquisition
(a) The availability of the Acquisition to persons not resident in the United Kingdom, Singapore or Bermuda may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom, Singapore or Bermuda should inform themselves about and observe any applicable requirements.
(b) The Acquisition will be governed by Bermudian law and be subject to the jurisdiction of the Courts of Bermuda and to the Conditions set out in this announcement and in the Circular. The Acquisition will comply with the applicable rules and regulations of the London Stock Exchange, the FCA, the Bermuda Stock Exchange and the Singapore Exchange.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(a) As at the close of business on 5 March 2021 (being the last Business Day prior to publication of this announcement), there were 1,108,408,430 Jardine Strategic Shares in issue. The International Securities Identification Number for Jardine Strategic Shares is BMG507641022.
(b) As at the close of business on 5 March 2021 (being the last Business Day prior to publication of this announcement), there were 719,848,166 Jardine Matheson Shares in issue. The International Securities Identification Number for Jardine Matheson Shares is BMG507361001.
(c) Unless stated otherwise, any references to the issued and to be issued share capital of Jardine Strategic are based on the 1,108,408,430 Jardine Strategic Shares referred to in paragraph (a) above.
(d) Unless stated otherwise, any references to the issued and to be issued share capital of Jardine Matheson are based on the 719,848,166 Jardine Matheson Shares referred to in paragraph (b) above.
(e) The value of the Acquisition based on the Acquisition Price of US$33.00 per Jardine Strategic Share is calculated on the basis of a total number of Jardine Strategic Shares in issue of 1,108,408,430 less the 940,903,135 owned by Jardine Matheson and its wholly-owned subsidiaries.
(f) References to Closing Prices are to the closing middle market price of a Jardine Strategic Share on a particular trading day on the Singapore Exchange.
(g) Unless otherwise stated, the financial information relating to Jardine Strategic is extracted from the unaudited consolidated financial statements of Jardine Strategic for the year ended 31 December 2020, prepared in accordance with IFRS.
(h) Unless otherwise stated, the financial information relating to Jardine Matheson is extracted from the unaudited consolidated financial statements of Jardine Matheson for the year ended 31 December 2020, prepared in accordance with IFRS.
(i) All financial information contained in this announcement for Jardine Matheson and Jardine Strategic in respect of the year ended 31 December 2020 is unaudited.
(j) Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category may vary slightly and figures shown as totals may not be an arithmetic aggregation of the figures that precede them.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise.
"Acquisition" means the recommended acquisition
by Jardine Matheson of the 15 per
cent. of Jardine Strategic's issued
share capital which Jardine Matheson
or its wholly-owned subsidiaries do
not already own at the Acquisition
Price to be effected in accordance
with the Implementation Agreement
and the Amalgamation Agreement and
the Bermuda Companies Act by means
of the Amalgamation and shall, where
the context so requires, include any
subsequent revision, variation, extension
or renewal thereof;
"Acquisition Effective means that date upon which the Amalgamation
Date" becomes effective in accordance with
its terms;
"Acquisition Price" means US$33.00 for each Jardine Strategic
Share;
"Act" or "Companies Act" the Companies Act 2006, as amended;
"Amalgamated Company" means the company which will continue
as a Bermuda exempted company with
the name Jardine Strategic Limited
following the Amalgamation;
"Amalgamation" means the proposed amalgamation of
Jardine Strategic and JMH Bermuda
to effect the Acquisition, on the
terms and conditions of the Implementation
Agreement and the Amalgamation Agreement
and in accordance with the Bermuda
Companies Act;
"Amalgamation Agreement" means the agreement to be entered
into between Jardine Strategic, JMH
Investments and JMH Bermuda effecting
the amalgamation of Jardine Strategic
and JMH Bermuda under the Bermuda
Companies Act;
"Amalgamation Resolution means the special resolution of Jardine
" Strategic Shareholders to be proposed
at the Special General Meeting;
"Bermuda Companies Act" means the Companies Act 1981 of Bermuda
(as amended from time to time);
"Business Day" means a day (other than a Saturday
or Sunday) on which banks in Bermuda,
Singapore or the City of London are
generally open for business;
"Circular" means the document to be sent to Jardine
Strategic Shareholders setting out,
among other things, the terms and
conditions of the Acquisition and
containing the notice convening the
Special General Meeting;
"Closing Price" means the closing middle market price
of a Jardine Strategic Share on a
particular trading day on the Singapore
Exchange;
"Conditions" means the conditions of the Acquisition,
set out in paragraph 1 of Appendix
I to this announcement and to be set
out in the Circular, and Condition
means any one of them;
"Effective Time" means the time on the Acquisition
Effective Date at which the Amalgamation
shall become effective pursuant to
the Bermuda Companies Act;
"Group" means the group comprising of Jardine
Matheson and its subsidiaries;
"FCA" or "Financial Conduct means the Financial Conduct Authority
Authority" acting in its capacity as the competent
authority for the purposes of Part
VI of the UK Financial Services and
Markets Act 2000;
"IFRS" means International Financial Reporting
Standards;
"Independent Jardine Strategic means Jardine Strategic Shareholders
Shareholders" (other than Jardine Matheson and its
wholly-owned subsidiaries);
"Implementation Agreement" means the agreement between Jardine
Matheson and Jardine Strategic entered
into on or about the date of this
announcement in relation to the implementation
of the Acquisition;
"Jardine Matheson" means Jardine Matheson Holdings Limited;
"Jardine Matheson Shares" means the ordinary shares of US$0.25
each in the capital of Jardine Matheson;
"Jardine Strategic" means Jardine Strategic Holdings Limited;
"Jardine Strategic's Bye-laws" means the bye-laws of Jardine Strategic
(as amended from time to time);
"Jardine Strategic Directors" means the directors of Jardine Strategic (MORE TO FOLLOW) Dow Jones Newswires
03-08-21 0215ET
