Rocket Internet AG / Key word(s): Capital Increase 12.02.2015 18:28 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS
Group AG.
The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION WOULD BE UNLAWFUL Rocket Internet AG: Release pursuant to Section 19 Paragraph 1(c) of the
General Terms and Conditions of Deutsche Börse AG for the non-regulated
open market segment (Freiverkehr) of the Frankfurt Stock Exchange Rocket Internet AG resolves on capital increase against cash contributions Berlin, February 12, 2015 - Today, the Management Board of Rocket Internet
AG ("Rocket Internet", "Rocket" or "Company"), with the approval of the
Supervisory Board, resolved on a capital increase against cash
contributions through partial utilization of the Company's authorized
capital. The share capital of the Company will be increased from EUR
153,130,566.00 to up to EUR 165,140,790.00 by issuing up to 12,010,224 new
no-par value ordinary bearer shares against cash contributions under the
exclusion of existing shareholders' subscription rights (this corresponds
to approximately 7.8% of the current share capital). The new shares will
carry full dividend rights as of January 1, 2014. The new shares will be offered for purchase exclusively to institutional
investors in a private placement by way of an accelerated bookbuilding
process. The private placement begins on February 12, 2015 and ends on
February 13, 2015 at the latest. The Management Board, with the approval of
the Supervisory Board, will determine the final number of shares to be
issued and the placement price following the conclusion of the accelerated
bookbuilding process. The number of shares to be issued and the placement
price are expected to be announced on February 13, 2015. Existing investors
Baillie Gifford and United Internet have already confirmed their
participation at the placement price with an aggregate amount of
approximately EUR 210 million. Joh. Berenberg, Gossler & Co. KG, J.P.
Morgan Securities plc and Morgan Stanley Bank AG are acting as Joint
Bookrunners. It is expected that the new shares will be included to trading without a
prospectus on February 17, 2015 on the non-regulated market (Entry
Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
The Joint Bookrunners have partially waived the lock-up agreed in
connection with the Company's initial public offering for the purpose of
this placement. Rocket Internet has entered into a three months' lock-up
agreement with the Joint Bookrunners in connection with this placement. Rocket Internet creates, builds and invests in market leading companies
within significant internet market opportunities. Following the launch and
roll-out of foodpanda and the investments into La Nevera Roja, Pizzabo,
Delivery Hero and Talabat, Rocket aims to create the leading global online
food takeaway company. Rocket Internet intends to use the proceeds from
this new share issue to finance its growth strategy and maintain financial
flexibility, following the completion of its recent investments in the food
delivery sector. Going forward, Rocket plans to continue building new companies and increase
its ownership interest in existing companies including Proven Winners,
Emerging Stars and Concepts. Rocket also intends to build out its
proprietary operational platform to support its growing network of
companies and capitalize on new opportunities. In the future, Rocket plans
to selectively make investments into existing businesses to complement
organic growth, consolidate market positions and enter new markets in order
to build global market leaders. *************
Additional information: Stock exchange: Non-Regulated Market (Entry Standard), Frankfurt Stock
Exchange
ISIN: DE000A12UKK6 WKN: A12UKK Common Code: 111314110 Registered office and business address of Rocket Internet AG: Rocket Internet AG, Johannisstraße 20, 10117 Berlin, Germany Media Contact Rocket Internet:
Andreas Winiarski, Senior Vice President Global Communications T: +49 30 300 13 18 68
E: [email protected] Disclaimer:
This document contains forward-looking statements. These statements are
based on the current views, expectations and assumptions of the management
of Rocket Internet AG ("Rocket") 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 such statements.
Actual results, performance or events may differ materially from those
described in such statements due to, among other things, changes in the
general economic and competitive environment, risks associated with capital
markets, currency exchange rate fluctuations and competition from other
companies, changes in international and national laws and regulations, in
particular with respect to tax laws and regulations, affecting Rocket, and
other factors. Rocket does not assume any obligations to update any
forward-looking statements. These materials may not be published, distributed or transmitted in the
United States, Canada, Australia or Japan. These materials do not
constitute an offer of securities for sale or a solicitation of an offer to
purchase securities (the "Shares") of Rocket in the United States, Germany
or any other jurisdiction. The Shares of Rocket may not be offered or sold
in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "Securities Act").
The Shares of Rocket have not been, and will not be, registered under the
Securities Act. Any sale in the United States of the securities mentioned
in this communication will be made solely to persons who are (i) "qualified
institutional buyers" as defined in, and in reliance on, Rule 144A under
the Securities Act and (ii) "qualified purchasers" as defined in the U.S.
Investment Company Act of 1940, as amended. This publication constitutes neither an offer to sell nor a solicitation to
buy any securities. This announcement does not constitute a recommendation
concerning the placement of securities described in this announcement (the
"Placement"). Investors should consult a professional advisor as to the
suitability of the Placement for the person concerned. No prospectus has
been or will be approved in respect of the securities. In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as "Relevant Persons"). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. In connection with the Placement, Joh. Berenberg, Gossler & Co. KG, Morgan
Stanley Bank AG and J.P Morgan Securities plc (the "Joint Bookrunners") and
any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities of Rocket Internet AG and may
otherwise deal for their own accounts. Accordingly, references to the
securities being issued or sold should be read as including any issue,
offer or sale to the Joint Bookrunners and any of their affiliates acting
as investors for their own accounts. In addition the Joint Bookrunners or
their respective affiliates may enter into financing arrangements and swaps
with investors in connection with which the Joint Bookrunners (or their
affiliates) may from time to time acquire, hold or dispose of Rocket
Internet AG's shares. The Joint Bookrunners do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so. Each of the Joint Bookrunners and any of their respective affiliates may
have engaged in transactions with, and provided various investment banking,
financial advisory and other services for, Rocket Internet AG for which
they would have received customary fees. Each of the Joint Bookrunners and
any of their respective affiliates may provide such services to Rocket
Internet AG and any of its affiliates in the future. The Joint Bookrunners are acting exclusively for Rocket and no-one else.
They will not regard any other person as their respective clients and will
not be responsible to anyone other than Rocket for providing the
protections afforded to their respective clients, nor for providing advice
in relation to the contents of this announcement or any transaction,
arrangement or other matter referred to herein. None of the Joint Bookrunners or any of their respective directors,
employees, advisers or agents accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, expressed or
implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Rocket, its subsidiaries
or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available for any loss howsoever
arising from any use of the announcement or its contents or otherwise
arising in connection therewith. 12.02.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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