12.02.2015
Rocket Internet AG DE000A12UKK6
DGAP-News: Rocket Internet AG: Rocket Internet continues its global growth strategy and resolves on a capital increase of 12m new shares
DGAP-News: Rocket Internet AG / Key word(s): Capital Increase
Rocket Internet AG: Rocket Internet continues its global growth
strategy and resolves on a capital increase of 12m new shares
12.02.2015 / 18:36
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Rocket Internet continues its global growth strategy
and resolves on a capital increase of 12m new shares
- Rocket's Management Board and Supervisory Board resolve on a capital
increase
- Share capital will be increased from EUR 153,130,566 to up to EUR
165,140,790 by issuing up to 12,010,224 new no-par value ordinary
bearer shares
- Private placement between February 12, 2015 and February 13, 2015 with
number of shares to be issued and placement price expected to be
announced on February 13, 2015
- Existing investors Baillie Gifford and United Internet have already
confirmed their participation with orders at the placement price with
an aggregate amount of approximately EUR 210 million
- Rocket intends to use the proceeds to continue executing its strategy
of creating global leaders within the biggest internet sectors
Berlin, Germany, 12th February 2015 - Today, the Management Board of Rocket
Internet AG ("Rocket Internet", "Rocket" or "Company", ISIN DE000A12UKK6,
RKET), with the approval of the Supervisory Board, announced the resolution
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 to
up to EUR 165,140,790 by issuing up to 12,010,224 new no-par value ordinary
bearer shares against cash contributions with the exclusion of
shareholders' subscription rights. The new shares correspond 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 book-building
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
book-building process. The number of shares to be issued and the placement
price are expected to be announced on February 13, 2015. 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 admitted to trading 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.
As part of this transaction, shares in an aggregate amount of approximately
EUR 210 million will be acquired by existing investors Baillie Gifford and
United Internet who have already agreed to take part with orders at the
placement price.
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 is creating the leading truly 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 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 Concept companies. Rocket will also build out its
proprietary operational platform to support its growing network of
companies and capitalize on new opportunities. In the future, Rocket will
also selectively make investments into existing businesses to complement
organic growth, consolidate market positions and enter new markets in order
to build global market leaders.
Since the IPO, Rocket has invested a total of approximately EUR 1 billion.
The most significant investments have been made in the food and groceries
e-commerce sector, in particular to acquire a majority interest in
HelloFresh, the global leader in subscription based grocery e-commerce, and
in creating the Global Online Takeaway Group, the global leader in the
online meal delivery sector. These investments underline Rocket Internet's
firm belief in the attractiveness and potential of the over EUR 320 billion
online global food & groceries e-commerce market.
Oliver Samwer, CEO of Rocket Internet said: "The decision to provide Rocket
Internet with further financial resources and the flexibility to pursue its
strategic goals re-confirms the commitment we made at the time of our
October 2014 IPO to become the world's largest Internet platform outside of
the US and China. We will continue to capitalize on the significant market
opportunities we see by creating global leaders and by investing in our
network of companies and aim to build and retain majority positions where
we can reasonably do so. We continue launching new companies in line with
our stated target of ten new companies per annum and investing in building
out our proprietary operational platform which is the very foundation of
our global success."
Ends
Media Contact Rocket Internet:
Andreas Winiarski, Senior Vice President Global Communications
T: +49 30 300 13 18 68
E: [email protected]
About Rocket Internet:
Rocket's mission is to become the world's largest Internet platform outside
of the US and China. Rocket identifies and builds proven Internet business
models and transfers them to new, underserved or untapped markets where it
seeks to scale them into market leading online companies. Rocket is focused
on online business models that satisfy basic consumer needs across three
sectors: e-Commerce, marketplaces and financial technology.
Rocket started in 2007 and now has more than 25,000 employees across its
network of companies, which operate in more than 100 countries on five
continents. Rocket Internet AG is listed on the Frankfurt Stock Exchange
(ISIN DE000A12UKK6, RKET). For further information visit
www.rocket-internet.com.
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.
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12.02.2015 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
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