Singapore Exchange Regulation (“SGX RegCo”) refers to the notice of special general meeting and the circular Jardine Strategic Holdings Limited (the “Notice”, “Circular” and “Company” respectively) issued on 18 March 2021, in relation to the cash acquisition of the Company by Jardine Matheson Holdings Limited (“Jardine Matheson”) by way of an amalgamation under the Bermuda Companies Act (the “Amalgamation”).
SGX RegCo notes that the Company has disclosed in the Circular that:-
1. Under Bermuda law, any Shareholder who is not satisfied that they have been offered fair value for their shares in the Company (the “Shares”) and who does not vote in favour of the Amalgamation at the special general meeting to be convened, may, within one month of the giving of the Notice (i.e. 18 April 2021), apply to the Bermuda courts to appraise the fair value of their Shares.
2. Only Shareholders who hold their Shares in their own name, are entitled to exercise their rights of dissent under the Bermuda Companies Act.
3. As such, SGX RegCo would like to inform Shareholders who hold their interest in the Shares through depository interests within CDP and who wish to dissent:
a. They must first convert their interest in the Shares into certificated form.
b. In order to do so, holders of Depositary Interests within CDP must complete and sign a Request for Withdrawal of Securities which can be obtained from the Singapore Exchange’s website and submit this to CDP or their broker (as applicable), together with the requisite supporting documents (including the form of transfer available here) and the fees payable in connection with the withdrawal in each case, as identified on the form of the Request for Withdrawal of Securities.
c. Shareholders should refer to https://www.sgx.com/securities/retail-investor/manage-my-account#Withdrawal%20of%20Share%20Certificates for further information on the withdrawal process.
The Company has also disclosed in the Expected Timetable of Principal Events in the Circular that the latest time for holders of depository interests within CDP to submit a Request for Withdrawal to CDP is 5 pm (Singapore time) on 30 March 2021.
Shareholders who wish to exercise their statutory appraisal rights should do so as early as possible by submitting the form available here (with the requisite supporting documents and fees payable) via your broker or to CDP. Further information about the submission process can be found here.
The Securities Investors Association (Singapore) has issued a statement to the Company’s Shareholders available here. Shareholders should refer to the statement for more details.
