Date: March 18, 2021
Independent minority shareholders of Jardine Strategic Holdings have raised concerns about their holdings in Jardine Strategic following the announcement of the acquisition and amalgamation by Jardine Matheson. They contend that the offer price of US$33 per share Jardine Strategic undervalues their stake in Jardine Strategic, which they highlight is 43% discount to the net asset value of Jardine Strategic. This is despite the opinion by financial advisor Evercore that the commercial assessment of the offer is “fair and reasonable” and therefore, independent shareholders should vote for the Amalgamation Resolution at Special General Meeting (SGM).
Independent shareholders also lament on the voting process. Under Bermuda law the offeror, which has almost 85% of Jardine Strategic shares, is able to vote at the SGM, whereas only 75% is required for the resolution to be carried. Jardine Matheson has no reservations in stating that on its own it can carry the vote through. Independent shareholders inform SIAS that the odds are stacked against them and their rights are not protected. There is no headcount test required and there are also no veto rights for minority shareholders.
Right to object to the offer
However, SIAS understands that pursuant to section 106(6) of the Bermuda Companies Act, any shareholder who did not vote in favour of the amalgamation and who is not satisfied that he has been offered fair value for his shares may, within one month of the giving of the notice of meeting of the shareholders i.e. SGM, apply to the Bermuda court to appraise the fair value of his shares. Given the circumstances peculiar to this case, SIAS empathises with the dissenting shareholders.
SIAS understands that in order for dissenting shareholders to enforce their rights to object to the offer, they first need to convert their shares from CDP into certificated form. Based on the expected timetable (included in the circular to shareholders), any depositor who wishes to exercise his dissenting rights under section 106(6) of the Bermuda Companies Act, should submit a Request for Withdrawal of Securities (together with the requisite supporting documents and fees payable) to CDP by 5.00 p.m. on 30 March 2021 (https://api2.sgx.com/sites/default/files/2019-03/Request%20for%20Withdrawal%20of%20Securities%20-%20Editable%20201903.pdf) Upon receipt of the Request for Withdrawal of Securities, CDP will debit the relevant securities and lodge the relevant documents with the Singapore Branch Registrar; provided that the particulars given by the depositor in the Request for Withdrawal of Securities and the supporting documents that CDP requires are accurate, complete and all relevant fees have been paid
In addition, any individual shareholder who intends to exercise their right to dissent:
(i) must apply to the Court within 1 month from following the date of issue of the notice of SGM – i.e. 18 April 2021); and
(ii) has not voted in favour of the Amalgamation Resolution; is able to exercise appraisal rights.
The shareholders will need to be on the register of members prior to the effective time of the Amalgamation (i.e 5.00 p.m. (Bermuda time) on 14 April 2021 (i.e. 4.00 a.m. on 15 April 2021 (Singapore) time)
SIAS has arranged for individual dissenting shareholders to connect with institutional shareholders to be collectively represented by Bermuda lawyers. However, this is subject to obtaining a minimum of at least 300,000 shares or US$10 million in value from individual shareholders collectively, who are dissenting the offer. The lawyers will provide direct representation for each shareholder, i.e. each shareholder will have to become a client of the lawyer directly. However, to help defray the costs, the lawyers will only charge the pro-rata cost based on shareholding, and shareholders would need to discuss the fees directly with the lawyers. SIAS can only act to facilitate this action and this is the best we can do for them, given the difficult circumstances.
If the fair value per Jardine Strategic Share appraised by the Court is greater than the Acquisition Price, then Jardine Matheson will, or will procure that the Amalgamated Company will, pay Dissenting Jardine Strategic Shareholders the difference between the appraised value and the Acquisition Price within one month of the Court’s appraisal. If the fair value per Jardine Strategic Share appraised by the Court is equal to or less than the Acquisition Price, then the Dissenting Jardine Strategic Shareholders are only entitled to the Acquisition Price already paid.
Dissenting shareholders interested to join this group can sign up here http://bit.ly/3bUMR7u with the following details below by 30 Mar 2021, 5pm:
NRIC (last 4 digits):
Holdings (number of shares):
Please note, by submitting your name you are also consenting to release your information to the lawyers and their representatives.
President & CEO