Pursuant to an announcement dated 19 February 2024, JD.com (the Bidder), announced 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 plc (the Target) (the Possible Offer).
ACCESS TO THIS SECTION OF THE WEBSITE (MICROSITE) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS OTHER THAN THE UNITED KINGDOM (UK). THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE. IF YOU ARE ABLE TO AGREE, PRESS “I AGREE” BELOW. IF YOU ARE UNABLE TO AGREE, YOU SHOULD PRESS “I DISAGREE” AND YOU WILL NOT BE ABLE TO VIEW INFORMATION RELATING TO THE POSSIBLE OFFER.
Disclaimer
NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY THE BIDDER IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY OFFER, IF AND WHEN MADE CANNOT BE VALIDLY ACCEPTED BY TARGET SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OFFER DOCUMENTS, IF AND WHEN PUBLISHED, FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION OTHER THAN THE UK WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH THE BIDDER REGARDS AS UNDULY ONEROUS (Restricted Jurisdiction).
If you would like information on the Possible Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights. The Bidder reserves the right to amend, alter or update this notice at any time and you should read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended, altered or updated at any time in whole or in part at the sole discretion of the Bidder.
Basis of access
The information contained on this Microsite in respect of the Possible Offer (the Information) is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise.
The full terms and conditions of the Possible Offer will be (or have been) set out in the formal offer documentation (which may take the form of a scheme circular or offer document) sent to or made available to Target shareholders (the Offer Document). In considering the Possible Offer, shareholders of Target should only rely on the information contained, and procedures described, in the Offer Document.
The Information speaks only at the date of the relevant document, announcement or information reproduced on this Microsite. Subject to any continuing obligations under applicable law or any relevant listing rules, the Bidder has, and accepts, no responsibility or duty to update the Information, and reserves the right to add to, remove or amend any of the Information reproduced on this Microsite at any time.
In relation to any Information, the only responsibility accepted by the directors of the Bidder is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of the Bidder, nor the Target, nor any of their affiliated companies, have reviewed, and no such person is, or shall be, responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
If you are in doubt about the contents of this Microsite or any action you should take, you should seek advice from an independent financial adviser authorised and regulated in the UK by the Financial Conduct Authority or, if you are located outside the UK, from an appropriately authorised independent financial adviser, as to the suitability of any action.
The Information is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by the Bidder or the Target. This notice is governed by and should be construed in accordance with English law.
Forward-looking statements
This Microsite and the Information may contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of the Bidder and the Target following the implementation of the Possible Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements often use identified by their use of terms and phrases such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', "aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning.
These statements are based on assumptions and assessments made by the Target and / or the Bidder in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in the Information could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Information are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the Information.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
Notice to U.S. holders of Target shares
Target shareholders resident in the U.S. should note that the Possible Offer relates to shares of a non-U.S. company and is subject to UK disclosure requirements (which are different from those of the U.S.). In accordance with Rule 14d-1(c) or (d) under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Possible Offer is exempt from most rules under Regulation 14E and Regulation 14D of the Exchange Act. The Possible Offer is being made in accordance with the requirements of the UK Takeover Code. Accordingly, the Possible Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law. Financial information has been prepared in accordance with International Financial Reporting Standards (as adopted by the UK) and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
It may be difficult for Target shareholders resident in the U.S. to enforce their rights and any claim arising out of the U.S. federal securities laws. Target shareholders resident in the U.S. may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the Exchange Act, the Bidder may from time to time make certain purchases of, or arrangements to purchase, Target shares outside the U.S., other than pursuant to the Possible Offer, before or during the period in which the Possible Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases or arrangements to purchase Target shares must comply with English law, the Takeover Code and other applicable law. Any information about such purchases will be disclosed as required in the UK via a Regulatory Information Service.
Overseas persons
Viewing the Information on this Microsite may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the UK who wishes to access the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
By selecting “I agree”, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that the Bidder is lawfully entitled to make the content of any communication or document in relation to the Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any of the Information.
Copies of the Information are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such Information in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Possible Offer. If you are not permitted to view Information on this Microsite or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite by selecting “I disagree” and seek independent advice. Neither the Bidder nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
ACCEPTANCE OF DISCLAIMER
By clicking “I agree” below, you hereby acknowledge that (i) you have read and understood the notice set out above and agree to be bound by its terms; (ii) you are not (and do not act on behalf of someone who is) resident in a Restricted Jurisdiction; (iii) you represent and warrant to the Bidder that you intend to access this Microsite for information purposes only; and (iv) you will not, at any time, seek to release, copy, mail, forward, distribute, send or otherwise transmit, in whole or in part, any of the Information to any person who may be restricted from obtaining access to it.
If you are not able to give these confirmations, you should click on “I disagree” below.