Jardine Cycle & Carriage Announces Significant Partial Divestment in Vinamilk

Key Highlights of the Transaction

• Jardine Cycle & Carriage Limited (“JC&C”), via its wholly-owned subsidiary Platinum Victory Pte. Ltd. (PVPL), has entered into a conditional sale and purchase agreement (SPA) with F&N Dairy Investments Pte Ltd for the sale of 96,094,631 shares in Vietnam Dairy Products Joint Stock Company (Vinamilk).
• The transaction represents a 4.60% stake in Vinamilk, a major listed company on the Ho Chi Minh Stock Exchange (HOSE).
• F&N Dairy Investments and its fellow subsidiary F&NBev Manufacturing Pte. Ltd. are already significant shareholders, holding a combined 20.39% in Vinamilk. Both are subsidiaries of Fraser and Neave, Limited and part of the Thai Beverage Public Company Limited group.
• The cash proceeds from the sale will be used for JC&C’s internal funding requirements, aligning with its strategy to build a focused portfolio and enhance shareholder value.

Transaction Details

• Sale Price: The aggregate consideration is VND6,011 billion (approximately USD228 million), translating to VND62,555 per share. This price is slightly above the closing market price of VND62,000 per share as of 15th December 2025, the trading day prior to the announcement.
• Payment Terms: The entire consideration is payable in cash upon completion of the transaction.
• Post-Transaction Stake: Upon completion, PVPL’s shareholding in Vinamilk will reduce from 10.62% to 6.02%.
• Board Representation: PVPL’s representative on the Vinamilk board will step down, subject to approval by Vinamilk’s General Meeting of Shareholders.

Conditions Precedent for Completion

• Both PVPL and F&N Dairy must make disclosure reports to the Vietnamese State Securities Commission and HOSE.
• At least three business days must pass from the disclosure date before completion.
• HOSE must disclose the relevant information before the completion date.
• The trading period specified in the disclosure reports must not have expired as at the date of completion.
• The aggregate shareholding of the Purchaser (and its related parties) in Vinamilk must not exceed 24.99% after the acquisition.

Expected Timeline

• Completion is anticipated within 35 calendar days from the date of the announcement (16th December 2025), pending fulfilment of conditions and subject to possible adjustments as agreed between parties.

Financial Impact

• According to JC&C’s audited consolidated financial statements for the year ended 31st December 2024, the transaction would not have had a material impact on the Group’s earnings per share or net tangible assets per share if it had been completed during or at the end of the 2024 financial year.
• No directors or controlling shareholders of JC&C are deemed to have any direct or indirect interest in the transaction, aside from their shareholding interests in JC&C itself.

Potential Shareholder Implications & Price Sensitivity

• This transaction is a significant portfolio move for JC&C and may be seen as a rebalancing of its regional investment exposures. It could signal a shift in strategy or capital allocation priorities, potentially impacting investor sentiment and share price.
• The sale price is marginally above the market, indicating a premium and possibly reflecting strong demand or strategic value from the buyer’s side.
• Reduction in Vinamilk board representation may decrease JC&C’s influence in Vinamilk’s strategic direction, which could be viewed as either a positive or negative depending on investors’ views on Vinamilk’s future prospects and JC&C’s capital deployment plans.

Conclusion

The divestment of a substantial stake in Vinamilk is a noteworthy event for JC&C shareholders and the broader market. While the immediate financial impact is assessed to be immaterial, the strategic implications and redeployment of capital could have longer-term consequences for JC&C’s growth trajectory and share value. Investors are advised to monitor further announcements regarding the completion and any subsequent capital allocation by JC&C.

Disclaimer: This article is for informational purposes only and should not be construed as investment advice. Investors should conduct their own due diligence or consult with a financial advisor before making investment decisions. The information is based on official company announcements as of 16th December 2025 and may be subject to change.

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