potioncommotion| Jingdong Group-SW plans to sell US$1.75 billion in convertible senior notes

Jingdong Group-SW (09618) issued an announcement that the total principal amount of the proposed offering totals US$1.5 billionpotioncommotionFor convertible senior notes due 2029, the company today announced that its previously announced total offering principal amount totals 17potioncommotionIncrease in the size and pricing of US$500 million convertible senior notes due 2029. The notes have been offered to qualified institutional buyers and certain non-U.S. persons in offshore transactions under Regulation S of the Securities Act of 1933 pursuant to the registration exemption clause set out in Section 144A of the Securities Act (as amended). The Company has granted an option to the original purchaser of the Note Offer, exercisable within 30 days from and including the date of the Note Offer, to purchase additional principal amounts up to 2%.potioncommotion.500 million dollars in bills. The Company expects to complete the note offering on or around May 23, 2024, provided that usual delivery conditions are met.

The notes will be the company's senior, unsecured debt and bear interest at an annual interest rate of 0.25%, with interest paid semi-annually on June 1 and December 1 each year starting from December 1, 2024. The notes will mature on June 1, 2029 unless they are early redeemed, repurchased or converted before that date in accordance with their terms.

The initial conversion rate of the notes is that every US$1,000 of the principal of the notes can be converted into 21.8830 American Depositary Shares. Each American Depositary Share represents two Class A ordinary shares of the company, which is equivalent to the initial conversion price of approximately US$45.70/American Depositary Shares, which is approximately 35.00% higher than the conversion premium of US$33.85/American Depositary Shares. The American Depositary Share Reference Price is calculated based on the closing price of Class A ordinary shares of HK$132.00 on the Hong Kong Stock Exchange on May 21, 2024, and adjusted for the American Depositary Share ratio and the predetermined US dollar exchange rate.

The announcement stated that the company plans to use the net proceeds raised from the note offering for simultaneous repurchase, and to repurchase additional Class A common shares and/or American depositary shares from the open market from time to time after the notes are priced in accordance with the company's share repurchase plan.potioncommotion; overseas business expansion; supply chain network improvement and replenishment of working capital.