NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN
ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE
RELEASE
19 FEBRUARY
2024
STATEMENT FROM JD.COM ("JD.COM")
RESPONSE TO RECENT PRESS SPECULATION
REGARDING CURRYS PLC ("CURRYS")
In response to the recent press speculation regarding
Currys, JD.com confirms that it is in the very preliminary stages
of evaluating a possible transaction that may include a cash offer
for the entire issued share capital of Currys.
There can be no certainty that any offer will
ultimately be made for Currys, nor as to the terms on which any
offer might be made. A further announcement will be made if and
when appropriate.
In accordance with Rule 2.6(a) of the Code, JD.com is
required, by not later than 5.00 p.m. on 18 March 2024, to either
announce a firm intention to make an offer for Currys in accordance
with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline can
be extended with the consent of the Takeover Panel in accordance
with Rule 2.6(c) of the Code.
Enquiries:
Goldman Sachs
International
Tel: +4420 7774 1000
Andre Kelleners
Milan Hasecic
Chris Emmerson
Important
notices
This communication is not intended to and does not
constitute an offer to buy or the solicitation of an offer to
subscribe for or sell or an invitation to purchase or subscribe for
any securities or the solicitation of any vote in any jurisdiction.
Any offer, if made, will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer, including details of how it may be accepted. The
release, publication or distribution of this communication in whole
or in part in, into or from certain jurisdictions may be restricted
by law and therefore persons in such jurisdictions should inform
themselves about and observe such restrictions.
Further
information
Goldman Sachs International, which is authorised by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting exclusively for JD.com and no one else in connection
with the matters set out in this announcement and will not be
responsible to anyone other than JD.com for providing the
protections afforded to clients of Goldman Sachs International or
for providing advice in connection with the matters referred to in
this announcement.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire
or control an interest in relevant securities of an offeree company
or a securities exchange offeror, they will be deemed to be a
single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4).Details of the offeree and
offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be
found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Website
publication
In accordance with Rule 26.1 of the Code, a copy of
this announcement will be made available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at ir.jd.com by no later than 12 noon (London time)
on the business day following the date of this announcement. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
