Preliminary Offering Circular
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IMPORTANT NOTICE NOT FOR DISTRIBUTION INTO THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the preliminary offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES AND THE GUARANTEE HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY UNITED STATES ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be purchasing the securities outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act (“Regulation S”). This Offering Circular is being sent at your request and by accepting the e-mail and accessing this Offering Circular, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of such Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person. The materials relating to the offering of securities to which this Offering Circular relates do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in this Offering Circular) in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of The Hongkong and Shanghai Banking Corporation Limited (the “Sole Global Coordinator”) and Bank of China (Hong Kong) Limited, DBS Bank Ltd., Mizuho Securities Asia Limited, MUFG Securities Asia Limited and SMBC Nikko Capital Markets Limited (together with the Sole Global Coordinator, the “Joint Lead Managers” and each a “Joint Lead Manager”) or any person who controls any of the Joint Lead Managers, or any director, officer, employee, representative, adviser or agent of any of the Joint Lead Managers, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. This Offering Circular is in preliminary form and is being furnished in connection with an offering in offshore transactions outside the United States in compliance with Regulation S solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in this Offering Circular. You are reminded that the information in the attached Offering Circular is not complete and may be changed. Preliminary Offering Circular dated 29 March 2021 STRICTLY CONFIDENTIAL Subject to Completion JMH COMPANY LIMITED (incorporated in the British Virgin Islands with limited liability) U.S.$[●][●] PER CENT. GUARANTEED BONDS DUE [●] IRREVOCABLY AND UNCONDITIONALLY GUARANTEED BY or received, and no agreement shall be nary Offering Circular is not an offer to sell JARDINE MATHESON HOLDINGS LIMITED (incorporated in Bermuda with limited liability) ISSUE PRICE: [●] per cent. The U.S.$[●] aggregate principal amount of [●] per cent. guaranteed bonds due [●] (the “Bonds”) will be issued by JMH Company Limited (the “Issuer”), a company incorporated in the British Virgin Islands with limited liability, and will be irrevocably and unconditionally guaranteed (the “Guarantee”) by Jardine Matheson Holdings Limited (the “Guarantor”), a company incorporated in Bermuda with limited liability. The Bonds bear interest on their outstanding principal amount from and including [●] 2021 (the “Issue Date”) at the rate of [●] per cent. per annum. Interest on the Bonds is payable semi-annually in arrear on [●] and [●] in each year. Payments on the Bonds shall be made free and clear of, and without withholding or deduction for, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the British Virgin Islands or Bermuda or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. See “Terms and Conditions of the Bonds — Taxation”. The Bonds will constitute direct, unconditional, unsubordinated and (subject to Condition 4 (Negative Pledge) of the Terms and Conditions of the Bonds (the “Terms and Conditions”)) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4 (Negative Pledge) of the Terms and Condition, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer, present and future. The payment obligations of the Guarantor under the Guarantee will constitute direct, unconditional, unsubordinated and (subject to Condition 4(Negative Pledge) of the Terms and Condition) unsecured obligations of the Guarantor and (save for such exception as may be provided by applicable legislation and Condition 4 (Negative Pledge) of the Terms and Condition) at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Guarantor, present and future. Unless previously redeemed, purchased and cancelled, the Bonds will be redeemed at their principal amount on [●] 20[●] (the “Maturity Date”). The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, at their principal amount (together with interest accrued and unpaid (if any) to (but excluding) the date fixed for redemption) in the event of certain changes affecting taxes of the British Virgin Islands or Bermuda. See “Terms and Conditions of the Bonds — Redemption and Purchase — Redemption for Taxation Reasons”. Furthermore, the Issuer may, on or after [●], redeem all, but not some only, of the Bonds at their principal amount, together with interest accrued and unpaid (if any) to (but excluding) the date fixed for redemption. See “Terms and Conditions of the Bonds — Redemption and Purchase”. For a more detailed description of the Bonds, see “Terms and Conditions of the Bonds”. Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing of and quotation for the Bonds on the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements made or opinions expressed or reports contained in this Offering Circular. Admission to the Official List of the SGX-ST and quotation of the Bonds is not to be taken as an indication of the merits of the Issuer, the Guarantor, the Group (as defined below), any of their subsidiaries, their associated companies or the Bonds. Investing in the Bonds involves certain risks. See “Risk Factors” beginning on page 11. The Bonds and the Guarantee described in this Offering Circular have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United States. In addition, this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. For a description of these and certain further restrictions on offers and sales of the Bonds and the distribution of this Offering Circular, see “Subscription and Sale”. The Bonds are expected to be rated “A1” by Moody’s Investors Service, Inc. (“Moody’s”) and “A+” by S&P Global Ratings, a division of S&P Global Inc.