Jardine Cycle & Carriage Announces Partial Divestment in Vinamilk

Key Points from the Announcement

• 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) to sell 96,094,631 shares in Vietnam Dairy Products Joint Stock Company (Vinamilk).
• The sale represents 4.60% of Vinamilk’s issued share capital, lowering PVPL’s stake from 10.62% to 6.02% post-transaction.
• The buyer is F&N Dairy Investments Pte Ltd, an existing Vinamilk shareholder. Together with its affiliate, F&NBev Manufacturing Pte. Ltd., the group currently holds a 20.39% stake in Vinamilk.
• The transaction is valued at VND6,011 billion (approx. USD228 million), or VND62,555 per share, a slight premium to the closing price of VND62,000 per share on 15th December 2025.
• Proceeds from the sale will be used for JC&C’s internal funding requirements, supporting its strategy to focus and enhance shareholder value.

Strategic Rationale and Shareholder Impact

• The divestment aligns with JC&C’s strategy to streamline its portfolio and focus on core investments, which could be seen as a move to unlock value for shareholders.
• Following the sale, PVPL’s representative on the Vinamilk board will step down, subject to approval by Vinamilk’s shareholders. This could affect JC&C’s influence in Vinamilk’s strategic direction.
• The sale is a block trade conducted through the HOSE trading system, ensuring transparency and market integrity.

Transaction Details and Conditions

• The sale will be completed in cash upon fulfilment of several conditions precedent:
• Both parties must file disclosure reports with the Vietnamese State Securities Commission and HOSE, with at least three business days elapsing post-filing.
• HOSE must have published the disclosure report before completion.
• The transaction must not result in F&N Dairy Investments and F&NBev holding more than 24.99% of Vinamilk’s issued shares post-sale.
• Completion is expected within 35 calendar days of the announcement, subject to all conditions being met.
• The sale price was negotiated on a willing-buyer, willing-seller basis, considering the current market price.
• There will be customary adjustments for dividends, rights issues, and bonus shares.

Financial Impact

• JC&C reports that, had the sale occurred on 1st January or 31st December 2024, it would not have had a material impact on the group’s earnings per share, underlying earnings per share, or net tangible assets per share for FY2024.
• No JC&C directors or controlling shareholders have any direct or indirect interest in the transaction, aside from their shareholdings in JC&C.

Potential Price-sensitive Information

• The transaction is significant, involving a large block of shares and a notable change in shareholding structure of Vinamilk, one of Southeast Asia’s leading dairy companies.
• The premium of the sale price over the market price, the reduction in JC&C’s board representation at Vinamilk, and the strategic refocusing may all influence investor sentiment and valuation.
• With F&N Dairy Investments and F&NBev consolidating their position in Vinamilk, further corporate actions or strategic moves in the company may follow.

Conclusion

The partial divestment by JC&C in Vinamilk represents a strategic portfolio shift and a substantial transaction in the Vietnamese market. Investors should watch for the effects of reduced JC&C influence on Vinamilk’s board and the possibility of future moves by F&N Dairy Investments. The transaction offers JC&C capital flexibility and supports its ongoing focus on value creation for shareholders.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult professional advisors before making investment decisions. The information herein is based on publicly disclosed documents and may be subject to change.

View Jardine C&C Historical chart here