Related Party Transaction

Jardine Matheson Hldgs Ltd

30 September 2026

 

30 September 2026

Jardine Matheson Holdings Limited - Related Party Transaction

Jardine Matheson Holdings Limited (the Company) announces that, on 30 September 2026, DFI Retail Group Holdings Limited (DFI Retail, together with its subsidiaries, the DFI Retail Group), through one of its wholly-owned subsidiaries, has entered into a conditional agreement with Maxim's Caterers Limited (Maxim's) in relation to the reorganisation of the parties' respective interests in Maxim's and its subsidiary businesses (the Transaction).

Details and Value of the Transaction

Pursuant to the Transaction, DFI Retail Group will assume Maxim's interest in the Starbucks licensed business, which operates a network of over 1,100 Starbucks coffeehouses across seven Asian markets, and Maxim's will buy back all of the shares in Maxim's currently owned by DFI Retail Group, the consideration for which will be the transfer of interest in the Starbucks licensed business, plus cash consideration in the amount of approximately US$340 million.

The transaction has no impact on 2026 or mid-term guidance.

For further details of the Transaction please refer to the attached DFI Retail announcement.

Related Party Transaction

DFI Retail is a subsidiary of the Company. Maxim's is an associate of the Company due to DFI Retail's 50% interest in Maxim's and is considered a related party of the Company under DTR 7.3.2 of UK's Disclosure Guidance and Transparency Rules. As one of the percentage ratios set out in DTR 7 Annex 1 exceeds 5%, the Transaction constitutes a material related party transaction for the Company under the DTR 7.3.7.

The terms of the Transaction were negotiated on an arm's-length basis between DFI Retail and Maxim's.

ENDS

About Jardines
Jardine Matheson (Jardines) is a diversified, Asia Pacific-focused investment company. Founded in 1832, Jardines creates value for our stakeholders by building lasting, scalable businesses in Asia Pacific that produce sustainable returns and market-leading services and products. Jardine Matheson Holdings Limited is a listed company with a primary listing on the London Stock Exchange and a secondary listing in Singapore.

Find out more at www.jardines.com.

For further information, please contact:

Jardine Matheson
Graham Baker / Suzanne Cheuk                                                       [phone] / 8262

Harry Thompson                                                                                 [phone]

30 September 2026

The following announcement was issued today to a Regulatory Information Service approved by the Financial Conduct Authority in the United Kingdom.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

DFI RETAIL GROUP HOLDINGS LIMITED

Reorganisation of DFI Retail Group's interests in Maxim's Caterers Limited and its Starbucks licensed business

Highlights

·    DFI will assume Maxim's interest in the operation of Starbucks across seven Asian markets with a network of over 1,100 Starbucks coffeehouses

·    The reorganisation will mark the final milestone of the Group's pivot from a portfolio company to a focused operating company

·    The Starbucks licensed business will be immediately revenue and operating margin accretive to the Group's core retail business with ongoing benefits from operating synergies

·    Receipt of cash consideration (approximately US$340 million before adjustments) will further strengthen DFI's balance sheet

·    Raises 2027 dividend payout ratio to 80%, supporting continued growth in dividend per share

·    Maintains 2028 underlying profit guidance of US$310-350 million 

DFI Retail Group Holdings Limited ("DFI" or the "Company" and, together with its subsidiaries, the "Group") announces that a wholly-owned subsidiary of the Company, Hayselton Enterprises Limited, has entered into a conditional sale and purchase agreement ("SPA") with Maxim's Caterers Limited ("Maxim's") in relation to the reorganisation of the parties' respective interests in Maxim's and its subsidiary businesses.

DFI currently indirectly holds a 50% shareholding in Maxim's, which operates businesses in the food and beverage sector, including the franchised coffee and beverage business operating under the brand name of "Starbucks" across seven Asian markets (referred to below as the "Starbucks licensed business").

Pursuant to the steps contemplated under the SPA (together the "Transaction"):

·    The Group will assume Maxim's existing interests in the Starbucks licensed business, which operates a network of over 1,100 Starbucks coffeehouses across seven Asian markets, namely Thailand, Hong Kong SAR, Singapore, Vietnam, Cambodia, Macau SAR, and Laos.

·    Maxim's will buy back all of the shares in Maxim's currently owned by the Group, the consideration for which will be the transfer of the entire equity interest in the Starbucks licensed business as referred to above, plus cash consideration payable at completion in the amount of approximately US$340 million, subject to certain customary adjustments to reflect the financial positions as at the completion date of the Transaction.

Completion of the Transaction is subject to the satisfaction (or waiver, as the case may be) of certain conditions, including (among others):

1.   Relevant third-party consents having been obtained;

2.   Clearance from the relevant antitrust authorities having been obtained; and

3.   Completion of the internal separation of the Starbucks licensed business from the other businesses of Maxim's.

If these conditions are not satisfied (or waived) by 31 March 2027, which date shall be automatically extended to 30 June 2027 if neither party elects to terminate the SPA by then, and further extended if mutually agreed, the SPA may be terminated.

It is currently expected that completion of the Transaction will occur by the end of March 2027, subject to closing conditions referred to above. The Transaction constitutes a material related party transaction for the purposes of UK DTR 7.3.

Financial Highlights

The reorganisation, including the transfer of the Starbucks licensed business from Maxim's to DFI, provides the Group with full operational control across all business segments. The Starbucks licensed business will allow the Group to fully capture financial benefits from its strategic levers and operating synergies, supporting sustained value creation and total shareholder return in the long term.

In 2025, the Starbucks licensed business generated revenue of close to US$750 million with an underlying operating margin of 7.0%. Revenue grew at a 3.5% cumulative annual growth rate (CAGR) from 2023 to 2025.

Post-completion, the Starbucks licensed business will be immediately revenue and operating margin accretive to the Group's core retail business, with further upside from operating synergies. The Starbucks licensed business is expected to:

·    Contribute US$600-650 million to DFI's total subsidiaries' revenue from April to December 2027; and approximately US$900 million on a full-year basis in 2028

·    Deliver a 6-7% revenue CAGR from 2026 to 2029. This will be supported by an expanding coffeehouse footprint to at least 1,350 locations alongside improved store sales density

·    Reach a mid-term operating margin of 8-9%

·    Realise an estimated US$10 million in operating synergies in the first full year post-consolidation across procurement, overhead and real estate optimisation, among other areas.

On completion of the Transaction, DFI's balance sheet will be further strengthened by the receipt of approximately US$340 million cash consideration (being the valuation difference between its 50% ownership stake in the Maxim's business and Maxim's existing interests in the Starbucks licensed business).

·    The Transaction is immediately cash-positive and supportive of DFI's broader capital allocation priorities. The Starbucks licensed business will self-fund its capital needs for growth.

·    The expected cash consideration provides additional resources to:

○           Pursue other TSR-accretive M&A opportunities to accelerate topline growth; and

○           Return excess capital to shareholders.

DFI announced an increase in its dividend payout ratio to 80% in 2027, supporting continued growth in dividend per share.  The Group will continue to deploy recycled capital towards higher-return growth investments in line with its capital allocation framework.

Strategic Rationale

The Starbucks licensed business will be focused on unlocking the next phase of growth through disciplined expansion, customer-focused initiatives and synergy benefits across its operating markets in Asia.

Structural Tailwinds

·    Asia's rising middle class, disposable incomes and specialist coffee and tea spending

·    Per capita coffee consumption and coffeehouse penetration in key emerging markets remain below regional and global peers, highlighting substantial runway for growth

Value-Accretive Growth Levers

·    Retail excellence - Drive continued food and drink innovation tuned to local preferences

·    Access to customers - Expand coffeehouse footprint in emerging Southeast Asian markets

·    Omnichannel and data ecosystem - Drive greater personalisation, higher in-store traffic and deeper loyalty

·    Lean & agile operating model - Capture synergy benefits from procurement savings, overhead and footprint optimisation

Ongoing & Deepening Partnerships

·    Full alignment with priorities of Starbucks and committed to an even deeper partnership in unlocking the next phase of growth.

·    Continued longstanding partnership with Hong Kong Caterers and Maxim's, focused on shared procurement, digital and the yuu rewards programme

Leadership

Upon closing of the Transaction, Andrew Wong will lead both the licensed businesses of Starbucks and IKEA at DFI. 

Conference Call

DFI will host an investor and analyst presentation on Thursday, 1 October at 8:30AM Singapore time. A live webcast of this event is available on DFI's website via the below link: https://webcast.irasia.com/dfi/event/20261001/.

At the conclusion of the call, a replay of the broadcast will be available on the investor relations website. 

About DFI Retail Group

DFI Retail Group (the Group) is a leading Asian retailer driven by its purpose to 'Sustainably Serve Asia for Generations with Everyday Moments'. As at 30 June 2026, the Group and its associates operated 7,659 outlets and employed over 81,000 people across 12 markets.

The Group is committed to delivering quality, value and service to consumers across the region through trusted brands, strong local market positions, and a broad retail ecosystem supported by extensive store networks, digital capabilities and efficient supply chains.

DFI Retail Group and its associates operate a portfolio of well-known brands across five key divisions: health and beauty, convenience, food, home furnishings and restaurants.

- end -

For Further Information

DFI Retail Group:

Karen Chan, Strategy & Investor Relations Director                                     Tel: [phone]

Gwendolyn Cheong, Corporate Communications and Affairs Director          Tel: [phone]

FGS Global:

Kirsten Molyneux / Taylor Brown                                                                   Tel: [phone]

This and other Group announcements can be accessed through the Internet at 'www.DFIretailgroup.com'

 

END