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SCMP Reporter

THE board of Dairy Farm International Holdings, the listed food-retailing and manufacturing arm of Jardine Matheson, gave the go-ahead yesterday to delist its shares from the Hong Kong Stock Exchange, effective next March 31.

  Directors said they made the decision after failing to win a special exemption or waiver from the Securities and Futures Commission (SFC) from the territory's takeover regulations.

  The news came as Dairy Farm posted a 60 per cent leap in first half profits, to US$109.1 million.

  Full details of share registration procedures and trading arrangements in alternative markets would now be sent to shareholders and market participants.

  Yesterday's news came as no surprise, given a similar decision in March by Jardine Matheson and affiliate Jardine Strategic Holdings to quit the exchange.

  The boards of listed sister companies Hongkong Land (Holdings) and Mandarin Oriental International were due to meet this afternoon to consider whether to follow the same route.

  Both are widely expected to do so, leaving Jardine International Motor Holdings (JIMH), which held its interim board meeting earlier this week, as the only listed Jardine group vehicle on the Hong Kong exchange this time next year.

  JIMH has no need to worry about any possible aggressive takeover, either pre-1997 or afterwards, because it is 75 per cent-owned by Jardine Matheson Holdings.

  Analysts said it was more heavily dependent on Hong Kong and China for its profits than others in the Jardine fold, given its reliance on its Mercedes-Benz distribution franchise operations on both sides of the border.

  In July, Dairy Farm, along with other Jardine group companies, became subject to Bermuda legislation, based on London's City Code on Takeovers and Mergers, providing statutory takeovers protection for the company's majority shareholders.

  Following this, Dairy Farm's directors asked the SFC whether an exemption from the territory's takeover code would be available.

  In a statement, group chairman Simon Keswick said yesterday: 'The SFC has stated that an application for such an exemption would not succeed. The board has reluctantly decided that it should withdraw the secondary listing of its ordinary shares on the Hong Kong Stock Exchange with effect from March 31, 1995.'   The companies' primary listings have been in London since 1992, but even so, the vast majority of trading in its shares has taken place in Hong Kong.

  All five companies already have secondary listings in Singapore, but until recently few shares had been traded there.

  Graeme Seabrook, Dairy Farm managing director, said: 'This is just a purely technical thing and does not affect our business at all.'   Fund managers and analysts agreed.

  'We'll buy Jardine stock wherever it's listed, so long as it offers us value,' said William Ebsworth, chief investments office with Fidelity Investments in Hong Kong.



Dairy Farm board sets delisting date