he claims he has a majority of the popular vote but it won't count, at least not to the directors of Hong Kong's "Noble House'' trading group, Jardine Matheson Holdings.

Woods, managing partner of San Diego-based fund management firm Brandes Investment Partners, faces likely defeat in his second attempt at dissolving the ironclad cross-shareholdings between Bermuda-registered Jardine Matheson and Jardine Strategic Holdings.

The arrangement makes the company immune to any hostile takeover attempt but Woods and others argue it keeps the companies' shares chronically undervalued.

Brandes, which owns about ten percent of Jardine Matheson, also wants the company to reinstate its listing in Hong Kong after a seven-year absence.

Jardine Matheson owns 74 percent of Jardine Strategic, which in turn owns 50 percent of Jardine Matheson. The Jardine group dates back to the early days of the former British colony.

In shareholder resolutions for the second year in a row, Brandes is proposing that Jardine Matheson end the defensive structure, this time by privatising Jardine Strategic at US$4.25-5.25 per share. The annual general meeting will be held on May 7.

Shares of Jardine Strategic, which directly controls Hongkong Land Holdings, Mandarin Oriental and Dairy Farm International Holdings, closed 4.24 percent lower on Wednesday at US$3.16. Jardine Matheson's shares were off 3.2 percent at US$6.

"We are not seeking to break up the company and we're not trying to preclude current management from having a future in the company,'' Woods told Reuters in a telephone interview.

"We're trying to get them to not worry so much about the control issue and to focus more on the opportunity to create value for shareholders by structuring assets into a unified holding company.'' At last year's annual meeting in Bermuda, a similar resolution received the approval of a majority of shares not held by Jardine Strategic or Jardine Matheson.

Jardine Matheson shareholders voted 140.2 million shares in favour of ending the cross-shareholding, versus 112.3 million against, which included shares voted directly by the controlling Keswick family.

But the proposals were defeated by the cross shareholding, which brought total shares voted against the resolution to 438 million.

Jardine Matheson said on Wednesday that it again would oppose the Brandes resolutions and will use its cross-shareholdings to defeat them.

"We came to the view (last year), and continue to believe now, that these proposals would not create medium or long-term shareholder value,'' chairman Henry Keswick said in a statement to the London Stock Exchange.

"This view was endorsed by a decisive majority of shareholders. Our response to these latest resolutions is the same.'' A new twist this year is that Brandes has proposed relisting Jardine Matheson on the Stock Exchange of Hong Kong. The company last traded on the Hong Kong bourse in 1994.

Brandes argued there was no fundamental reason not to be listed in Hong Kong, where capitalism continues to reign long after the territory reverted to Chinese control in 1997.

Most of the Jardine group's assets are in Hong Kong, and a hometown listing would get more recognition from retail investors and increase the likelihood of the stock being included in benchmark indices such as the Hang Seng Index and the MSCI Hong Kong index.

"Jardines has become a share without a home. It's domiciled in Bermuda, its listing is in Singapore, it's denominated in US dollars and its biggest corporate asset is Hongkong Land,'' said Jeremy Hosking, managing director of Marathon Asset Management in London, who supports debate on the resolutions and an end to the cross-shareholding structure.

Hosking denied that institutions who want an end to the cross-shareholdings were "quick-buck artists.'' The two firms did not tender any shares in Jardine Matheson's US$908.7 million share buyback programme last year, which was viewed by analysts as a move to quell shareholder discontent by buying them out at a premium.

The buyback, however, tightened Jardine Strategic's grip on Jardine Matheson, lifting its stake to 74 percent from 62 percent.

Even though that stake represents unwinnable odds, Brandes and its supporters vow to press on with their crusade.

"If we continue to believe that the shares are fundamentally undervalued, we'll continue to remain owners and try to unlock the value for their shareholders, Woods said.

"We believe we have righteous issues on our side, the logic is pretty compelling and if we pursue them to the best of our ability, ultimately, the company will address them,'' he added.

Round two: Jardine Matheson Holdings Ltd.., chairman Harry Keswick leaves last year's annual general meeting at the Fairmont Hamilton princess with an unidentified shareholder.