Jardine Strategic acquisition to go ahead; resolution passed at special general meeting

JARDINE Matheson's acquisition of Jardine Strategic will proceed as planned, following approval by shareholders of Jardine Strategic at a special general meeting on Monday.

The acquisition, which will become effective on April 14, allows for Jardine Matheson to move ahead with its plans to simplify the parent company structure of the group, it said in an exchange filing on Monday.

The group noted that a number of shareholders in Jardine Strategic had voted against the acquisition. However, Jardine Matheson added that "a large number of shares" that voted against the resolution were held by investors who were not shareholders at the time of the announcement of the acquisition on March 8.

Last month, Jardine Matheson announced plans to acquire the 15 per cent of Jardine Strategic it does not own at US$33 per share, to simplify a decades-old cross-holding structure. The offer, by way of an amalgamation under the law of Bermuda where Jardine Strategic is incorporated, was considered as almost a certainty as the offeror had an 84.9 per cent stake and will vote in favour of the deal, which required 75 per cent approval.

The offer price was more than 40 per cent below the book value of Jardine Strategic, but represented a 20.2 per cent premium over the US$27.45 closing price before the deal was announced.

Jardine Matheson noted on Monday that some investors have indicated an intention to apply to the Court in Bermuda to appraise the fair value of their shares. It said: "Jardine Matheson's strong conviction is that Jardine Strategic shareholders have been offered fair value for their shares and is confident that any appraisal process by the Court of Bermuda will confirm this position."

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According to the timeline in Jardine Strategic's shareholders' circular, Jardine Strategic shares will be suspended from trading on the mainboard on the Singapore Exchange by 7.30 am on Tuesday.

It was also announced last week that Frasers Logistics & Commercial Trust will replace Jardine Strategic as a constituent on the Straits Times Index (STI) from Tuesday.

Jardine Strategic shares closed at US$32.90 on Monday, down 0.4 per cent; Jardine Matheson shares rose 0.2 per cent to US$64.37 before the announcement.