JD.com Announces Pricing of Global Offering
June 11 2020 - 8:30AM
JD.com, Inc. (Nasdaq: JD) (the “Company”) today announced the
pricing of the global offering (the “Global Offering”) of
133,000,000 new Class A ordinary shares (the “Offer Shares”), which
comprises an international offering (the “International Offering”)
and a Hong Kong public offering (the “Hong Kong Public Offering”).
The final offer price for both the International Offering and the
Hong Kong Public Offering (the “Offer Price”) has been set at
HK$226.00 per Offer Share. Based on the ratio of two ordinary
shares per Nasdaq-listed American depositary share (“ADS”), the
Offer Price translates to approximately US$58.32 per ADS. Subject
to approval from The Stock Exchange of Hong Kong Limited (the
“SEHK”), the Offer Shares are expected to begin trading on the Main
Board of the SEHK on June 18, 2020 under the stock code “9618.” The
Global Offering is expected to close on the same day, subject to
customary closing conditions.
The gross proceeds to the Company from the
Global Offering, before deducting underwriting fees and the
offering expenses, are expected to be approximately HK$30,058
million. In addition, the Company has granted the international
underwriters an over-allotment option, exercisable from June 11,
2020 until 30 days thereafter, to require the Company to issue up
to an additional 19,950,000 new Class A ordinary shares at the
Offer Price.The Company plans to use the net proceeds from the
Global Offering to invest in key supply chain based technology
initiatives to further enhance customer experience while improving
operating efficiency. The supply chain based technologies can be
applied to the Company’s key business operations including retail,
logistics, and customer engagement.BofA Securities, UBS and CLSA
are the joint sponsors and joint global coordinators for the Global
Offering. BOCI, CCBI, China Renaissance, ICBCI and Jefferies (in
alphabetical order) are also acting as joint global
coordinators.The International Offering is being made only by means
of a prospectus supplement and the accompanying prospectus included
in an automatic shelf registration statement on Form F-3 filed with
the U.S. Securities and Exchange Commission (the “SEC”) on June 5,
2020, which automatically became effective upon filing. The
registration statement on Form F-3 and the preliminary prospectus
supplement dated June 5, 2020 are available at the SEC website at:
http://www.sec.gov. The final prospectus supplement will be filed
with the SEC and will be available on the SEC’s website at:
http://www.sec.gov. When available, copies of the final prospectus
supplement and the accompanying prospectus relating to the offering
may also be obtained from BofA Securities, NC1-004-03-43, 200 North
College Street, 3rd floor, Charlotte NC 28255-0001, Attention:
Prospectus Department, or E-mail: dg.prospectus_requests@baml.com;
UBS Securities LLC, E-mail: ol-prospectus-request@ubs.com; and CLSA
Limited, E-mail: ProjectSunshine2020@clsa.com.This press release
shall not constitute an offer to sell or the solicitation of an
offer or an invitation to buy any securities, nor shall there be
any offer or sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction. This press
release does not constitute a prospectus (including as defined
under the laws of Hong Kong) and potential investors should read
the prospectus of the Company for detailed information about the
Company and the proposed offering, before deciding whether or not
to invest in the Company. This press release has not been reviewed
or approved by the SEHK or the Securities and Futures Commission of
Hong Kong.The price of the Shares of the Company may be stabilized
in accordance with the Securities and Futures (Price Stabilization)
Rules. The details of the intended stabilization and how it will be
regulated under the Securities and Futures Ordinance (Chapter 571
of the laws of Hong Kong) have been contained in the prospectus of
the Company dated June 8, 2020.
About JD.com
JD.com is a leading technology driven e-commerce
company transforming to become a leading supply chain-based
technology and service provider. The Company’s cutting-edge retail
infrastructure seeks to enable consumers to buy whatever they want,
whenever and wherever they want it. The Company has opened its
technology and infrastructure to partners, brands and other
sectors, as part of its Retail as a Service offering to help drive
productivity and innovation across a range of industries. JD.com is
the largest retailer in China, a member of the NASDAQ100 and a
Fortune Global 500 company.
Safe Harbor Statement
This announcement contains forward-looking
statements. These statements are made under the “safe harbor”
provisions of the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as “will,” “expects,” “anticipates,” “future,”
“intends,” “plans,” “believes,” “estimates,” “confident” and
similar statements. Among other things, the description of the
proposed offering in this announcement contain forward-looking
statements. JD.com may also make written or oral forward-looking
statements in its periodic reports to the SEC, in its annual report
to shareholders, in press releases and other written materials and
in oral statements made by its officers, directors or employees to
third parties. Statements that are not historical facts, including
statements about JD.com’s beliefs and expectations, are
forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. A number of factors could cause
actual results to differ materially from those contained in any
forward-looking statement, including but not limited to the
following: JD.com’s growth strategies; its future business
development, results of operations and financial condition; its
ability to attract and retain new customers and to increase
revenues generated from repeat customers; its expectations
regarding demand for and market acceptance of its products and
services; trends and competition in China’s e-commerce market;
changes in its revenues and certain cost or expense items; the
expected growth of the Chinese e-commerce market; Chinese
governmental policies relating to JD.com’s industry and general
economic conditions in China. Further information regarding these
and other risks is included in JD.com’s filings with the SEC and
the prospectus registered in Hong Kong. All information provided in
this press release and in the attachments is as of the date of this
press release, and JD.com undertakes no obligation to update any
forward-looking statement, except as required under applicable
law.
Contacts
Investor RelationsRuiyu LiSenior Director of Investor
Relations+86 (10) 8912-6805IR@JD.com
Media+86 (10) 8911-6155Press@JD.com
JD com (NASDAQ:JD)
Historical Stock Chart
From Aug 2024 to Sep 2024
JD com (NASDAQ:JD)
Historical Stock Chart
From Sep 2023 to Sep 2024