Jardine Matheson Hldgs Ltd Propose Transfer of Listing Segment (6760B)
March 06 2014 - 4:10AM
UK Regulatory
TIDMJAR TIDMJDS TIDMDFI TIDMHKLD TIDMMDO
RNS Number : 6760B
Jardine Matheson Hldgs Ltd
06 March 2014
Jardine Matheson Group Companies Propose Transfer of Listing
Segment
6th March 2014 - It was today announced that certain listed
companies in the Jardine Matheson Group (the 'Group') intend to
transfer the listing segment of their shares on the Main Market of
the London Stock Exchange to a Standard listing from the current
Premium listing.
The proposed change to a Standard listing will, subject to
shareholder approval, apply to Jardine Matheson Holdings Limited,
Jardine Strategic Holdings Limited, Dairy Farm International
Holdings Limited, Hongkong Land Holdings Limited and Mandarin
Oriental International Limited (the 'Group Companies').
Trading arrangements for shares in each of the Group Companies
will remain unchanged following the transfers. They will each
continue to maintain their existing secondary listings on the
Singapore Exchange and the Bermuda Stock Exchange. As the Group
Companies are not included in the UK series of the FTSE indices
there will be no change as a consequence of the proposed transfers.
There is not expected to be any impact on their membership of any
other indices.
The transfers to a Standard listing are proposed in light of
anticipated changes in the UK to the regulation of Premium listed
companies with a controlling shareholder. The proposed transfers to
a Standard listing will allow the Group to maintain its existing
structure and governance model. These are well-suited to Asian
conditions and have enabled each Group Company to take a long-term
view in the development of its business and to produce sustained
growth in shareholder value.
The Standard listing fully complies with the relevant European
Directives setting common listing standards across all European
Union member states. Accordingly, each Group Company will remain
subject to the relevant UK Listing Rules, the UK Disclosure and
Transparency Rules and the UK Prospectus Rules. The UK Financial
Conduct Authority will remain each Group Company's principal
securities regulator, and each will continue to be subject to the
Admission and Disclosure Standards of the Main Market of the London
Stock Exchange.
The principal difference will be that the UK Listing Rules in
respect of significant transactions and related party transactions,
including the requirement for shareholder approval in certain
instances, pre-emption and the UK Corporate Governance Code will no
longer apply. The Group Companies intend to continue certain
governance practices in relation to these and other areas, which go
further than the Standard listing requirements, as part of the
Group's commitment to maintaining corporate governance arrangements
that are familiar to its long-term investors.
Full details of the proposed transfers to a Standard listing,
including applicable governance practices after the proposed
transfers, are being sent to shareholders of each Group Company in
a circular today.
Completion of the proposed transfers is subject to shareholder
approval. Special General Meetings for shareholders of each Group
Company to consider the proposed transfers will be held on 8th
April 2014. If approved, the Company will give at least 20 business
days' notice of the date that the transfer will become effective,
which can be no earlier than 12th May 2014. Further details of the
Special General Meetings are contained in the circulars.
NOTES
Proposed changes in the UK to regulations governing Premium
listed companies
The UK Financial Conduct Authority recently announced its
intention to introduce changes in the UK to the regulation for
Premium listed companies with a controlling shareholder. The
changes are in response to a small number of high profile cases of
poor corporate governance in the UK relating to recently listed
companies within the UK series of the FTSE indices where
index-tracking investors felt compelled to buy the securities. The
proposed new rules seek to regulate the degree of influence of
controlling shareholders over the operations and management of
Premium listed companies, requiring those companies to operate on a
standalone basis and emphasizing the role of independent directors,
as defined in the UK Corporate Governance Code, in relation to
their governance.
About the Jardine Matheson Group
The Jardine Matheson Group is made up of a diversified range of
businesses focused principally on Asia. These include Jardine
Pacific, Jardine Motors, Jardine Lloyd Thompson, Hongkong Land,
Dairy Farm, Mandarin Oriental, Jardine Cycle & Carriage and
Astra. These companies are leaders in the fields of engineering and
construction, transport services, insurance broking, property
investment and development, retailing, restaurants, luxury hotels,
motor vehicles and related activities, financial services, heavy
equipment, mining and agribusiness.
- end -
For further information, please contact:
Asia
The Jardine Matheson Group
Neil M McNamara 852 2843 8227
UK
Brunswick
Tom Burns / Richard Jacques 44 (0) 20 7404 5959
This information is provided by RNS
The company news service from the London Stock Exchange
END
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