MINORITY shareholders of the Jardine group of companies will now find it difficult to benefit from a takeover bid after new statutory provisions became law earlier this month within the Bermuda Takeover Code. Jardine, which shifted its corporate domicile to Bermuda in 1984, has managed to graft the British Code on Takeovers and Mergers into Bermuda Law. This code is far more strict than Hong Kong's takeover and merger rules. As a result, the Keswick family, which controls the Jardine group despite owning only an estimated nine per cent of Jardine Matheson, has firmer control over the business empire. While Jardine will remain bound by the Hong Kong takeover code, it now has the ability to break away from the territory's regulatory authorities in the future and still have a regime in place to protect the interests of shareholders. The Bermuda Jardine Matheson Holdings Ltd Consolidation and Amendment Act 1988 was amended to incorporate the Bermuda Takeover Code, which will come into force on July 1, 1994. In a circular sent to shareholders recently, Jardine chairman Simon Keswick diplomatically described the Bermuda Takeover Code as ''a natural progression'' of the process begun in the 1980s in conforming to the rules to which the company is subject. ''Your board does not believe that the implementation of the Bermuda Takeover Code will have any significant effect on the business of the company, but will instead provide statutory protection for the company's shareholders in takeover and related situations,'' he said. However, Jardine's strategic moves over the past decade to shift its primary listing to London and position itself in Bermuda to fall under the auspices of the UK code are all part of a concerted effort to remove all legal ties with Hong Kong. It also applies not-so-subtle pressure on Hong Kong's regulatory authorities to move closer to the adoption of British rules when it comes to dealing with companies whose primary listing is in London. Jardine legal counsel Greg Terry said when Jardine Matheson shifted its primary listing to London in September 1992, it wanted to fall under London's regulatory system, including its listing rules, the Code on Takeovers and Mergers and the disclosure of interests. And while there will be no change in Jardine's status in Hong Kong, Mr Terry said it did set the table for future changes. This will involve discussions with Hong Kong's regulatory authorities to see whether the rules that apply to Jardine should be simplified. ''It would obviously be simpler if there was one code that applied,'' he said. ''I think that will be an area we will be exploring with the regulators.'' The Bermuda Takeover Code is based on the British Code on Takeovers and Mergers and the Rules Governing Substantial Acquisitions of Shares. The UK code is similar to the Hong Kong Code on Takeovers and Mergers, except the Rules Governing Substantial Acquisitions of Shares, which are not present in the Hong Kong rules. The Bermuda takeover code's most significant difference from Hong Kong's is ''control'' and mandatory offers, and the acquisition of voting rights by significant shareholders in a 12-month period. Under the Bermuda regime, a mandatory offer for Jardine's shares will be required, and control will be achieved, when a party acquires 30 per cent or more of the voting rights. For shareholders who own more than 30 per cent but less than 50 per cent of the voting rights, this will apply if more than one per cent more is accumulated in any 12-month period. In Hong Kong, a mandatory offer is required when the 35 per cent threshold is passed. For shareholders with more than a 30 per cent voting stake but less than 50 per cent, a mandatory offer kicks in if more than five per cent is accumulated over a 12-month period. The new Bermuda regime also contains provisions requiring the disclosure of interest in shares of Jardine. This is relevant because it involves disclosure of dealings in shares of Jardine when a takeover is imminent or during an offer period. It includes investors who directly or indirectly own or deal in shares of the company and have an interest in the offer's outcome. As a result, any investor who, during an offer period, buy shares to own or control one per cent or more of any class within the Jardine group must publicly disclose their interests. This compares with a five per cent threshold in Hong Kong.