Completion of Acquisition of Mandarin Oriental by Jardine Strategic Limited
Jardine Strategic Completes Full Acquisition of Mandarin Oriental International Limited: Key Details for Investors
Summary of Key Developments
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Jardine Strategic Limited (Bidco), a wholly-owned subsidiary of Jardine Matheson Holdings Limited, has completed the cash acquisition of the remaining 11.96% of Mandarin Oriental International Limited shares it did not already own.
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The acquisition was implemented by way of a scheme of arrangement under the Bermuda Companies Act.
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As a result of the scheme becoming effective, the entire issued share capital of Mandarin Oriental is now owned by Jardine Strategic.
Timeline and Process
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17 October 2025: Initial announcement of the recommended cash acquisition.
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14 November 2025: Publication of the shareholder circular (Scheme Document).
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8 December 2025: Approval of all resolutions at the Court Meeting and Special General Meeting.
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16 January 2026: Scheme sanctioned by the Bermuda Court.
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19 January 2026: Scheme becomes effective; completion of acquisition.
Suspension and Delisting of Mandarin Oriental Shares
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Trading Suspensions:
- London Stock Exchange: Trading suspended at 7:30 a.m. (UK time) on 19 January 2026.
- Singapore Exchange: Trading suspended at 9:00 a.m. (Singapore time) on 8 January 2026.
- Bermuda Stock Exchange: Trading suspended at 5:00 p.m. (Bermuda time) on 16 January 2026.
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Delisting Applications: Applications submitted to cancel the listing of Mandarin Oriental shares on all major exchanges (London, Singapore, Bermuda) with effect from 20 January 2026.
Settlement and Shareholder Entitlements
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Scheme Consideration: Each Independent Mandarin Oriental Shareholder as of 6:00 p.m. (Bermuda time) on 16 January 2026 will receive US\$2.75 in cash per share.
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Payment: Settlement will be effected as soon as reasonably practicable, according to the procedures set out in the Scheme Document.
Implications for Shareholders
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Shareholders will receive cash for their shares: With all outstanding shares acquired by Jardine Strategic, Mandarin Oriental will be delisted and shareholders will no longer hold public equity in the company.
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Scheme is binding: The scheme and its terms are binding on all Mandarin Oriental shareholders.
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Overseas and US shareholders: There are specific legal considerations for shareholders in jurisdictions outside Bermuda, Singapore, or the UK. The scheme is not subject to US tender offer or proxy solicitation rules, and enforcement of US judgments may be difficult.
Potential Impact on Share Value
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Price Sensitivity: The acquisition price of US\$2.75 per share is a key figure for investors, representing the final cash value to be received by public shareholders. Any previous trading premium or discount to this price will be crystallized upon settlement.
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Delisting: Investors must note that Mandarin Oriental will no longer be a listed investment opportunity, closing the chapter for public trading in the company.
Important Notices for Investors
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Documentation: Investors are urged to consult the Scheme Document for full details and not rely solely on summary announcements.
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Forward-Looking Statements: The announcement includes forward-looking statements that are subject to risks and uncertainties; actual results may differ from those anticipated.
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Legal Restrictions: The distribution of this announcement may be restricted in certain jurisdictions. Recipients should observe all relevant laws and restrictions.
Contact Information
Disclaimer: This article is for informational purposes only and does not constitute an offer to buy or sell any securities, nor is it investment advice. Investors should consult the full Scheme Document and seek independent advice where necessary. The information provided may contain forward-looking statements which are subject to risks and uncertainties; actual outcomes may differ. No liability is accepted for actions taken based on this article.
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