Matheson's Motive For Avoiding MAND's Dissentient Shareholders

• Back in 2021, Jardine Matheson (JM SP) took 84.89%-held Jardine Strategic (JS SP) private by way of an Amalgamation. As Matheson was permitted to vote, the outcome was assured.

• Less clear are “fair value” appraisal rights afforded Strategic’s dissentient shareholders, the outcome of which navigates the Bermuda/UK courts. To date, dissenters have mostly had their way.

• Which may have precipitated Matheson opting for a (full value) Scheme for Mandarin Oriental International (MAND SP), in which appraisal rights are not afforded.

Yes - Matheson and its stable are listed in Singapore; but were previously all listed in Hong Kong. Where a material % of their assets are still located. So Jardines remains a “HK-related” stock.

Conclusion

• The UK’s Privy Council recently abolishes the 138-year old privilege rule, or “Shareholder Rule“, in the Strategic appraisal rights case.

  • Oasis and friends rolled the dice on an archaic rule to extract sensitive legal information provided to Matheson; only for the courts to say no dice.

  • This ruling now directly applies to ongoing/subsequent Cayman Islands cases.

  • That’s a win for Matheson.

• However, the Privy Council upheld appraisal rights for “short-term” shareholders; i.e. those shareholder who purchased shares only after the Offer for Strategic was announced.

  • Not a big surprise as common law cases in the Caymans came to the same decision.