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Rocket Internet SE decides on launch of public delisting self-tender offer and convenes extraordinary general meeting; parallel share buyback program
- The delisting self-tender offer is designed to satisfy the requirements for the revocation of the admission to trading of Rocket Internet Shares on the regulated market of the Frankfurt Stock Exchange (Delisting Self-Tender Offer) and offers shareholders the opportunity to sell their shares prior to the effectiveness of the delisting
- The offer consideration in cash will amount to the statutory minimum price, i.e., the domestic volume-weighted average stock exchange price during the last six months, which the Company calculates to amount to EUR 18.57 per Rocket Internet Share
- An extraordinary general meeting to be held on September 24, 2020 will decide upon the redemption of Rocket Internet Shares, following the acquisition under the Delisting Self-Tender Offer which is directed at the shareholders. The general meeting will resolve with a simple majority of the votes cast (if half of the Company's share capital is represented)
- In parallel, Rocket Internet resolved on the implementation of a share buyback program for the acquisition of up to 8.84 % of the share capital over the stock exchange. The program is scheduled to begin today and expire at the end of the day of September 15, 2020
- For Rocket Internet, the significance of capital markets as a financing source has diminished. A delisting will permit Rocket Internet to pursue a long-term approach in its strategic decisions
Berlin, September 1, 2020 - The Management Board of Rocket Internet SE ("Rocket Internet" or the "Company") (ISIN DE000A12UKK6 / WKN A12UKK) today, with approval of the Supervisory Board, resolved to offer to the shareholders of the Company to purchase all no-par value bearer shares of the Company (the "Rocket Internet Shares"), not held directly by the Company as treasury shares, by way of a public delisting self-tender offer (the "Offer"). The Offer is designed to satisfy the criteria for a revocation of Rocket Internet Shares' admission to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) pursuant to Section 39 para. 2 sentence 1 of the German Stock Exchange Act (Börsengesetz, "BörsG").
Offer as Basis for a Delisting
The Company intends to consummate the Offer as a delisting self-tender offer required for the delisting of Rocket Internet Shares from trading on the regulated market of the Frankfurt Stock Exchange (Section 39 para. 2 and 3 BörsG) and, subject to the occurrence of material developments and applicable fiduciary duties, intends to apply for the revocation of Rocket Internet Shares' admission to trading on the regulated market of the Frankfurt Stock Exchange and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) pursuant to Section 39 para. 2 BörsG and Section 46 para. 1 no. 1 of the Exchange Rules for the Frankfurt Stock Exchange (Börsenordnung). The revocation will become legally effective no sooner than at the time of the expiration of the acceptance period under the Offer. In this context, a delisting of Rocket Internet Shares from the Luxembourg Stock Exchange is likewise intended to take effect, so that subsequently no admission to trading on any regulated market in Germany or any organized market abroad within the meaning of Section 39 para. 2 sentence 2 BörsG would persist.
The offer consideration in cash (excluding ancillary acquisition expenses) was calculated in accordance with the domestic volume-weighted average stock exchange price of Rocket Internet Shares during the last six months prior to the announcement of the Offer (the "Six-Months VWAP") and in this sense equals the statutory minimum price. This price has been set by Rocket Internet at EUR 18.57 per Rocket Internet Share on the basis of publicly available information, subject to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") notifying the Company of a higher statutory minimum price as a result of its determination of the Six-Months VWAP. In this case, the price under the Offer will amount to the Six-Months VWAP determined by BaFin as the statutory minimum price.
Rocket Internet has entered into qualified non-tender agreements (each accompanied by a blocked account agreement with the relevant custodian financial institution) with Global Founders GmbH which holds 61,210,467 Rocket Internet Shares (approx. 45.11% of the share capital), and with Mr. Oliver Samwer in his capacity as Rocket Internet shareholder who holds 6,148,683 Rocket Internet Shares (approx. 4.53% of the share capital), so that Rocket Internet Shares held by Global Founders GmbH and Oliver Samwer will not be acquired under the Offer.
The proposed Offer as well as its final terms, conditions and further provisions will be set out in the offer document which the Company will publish following BaFin's approval. The offer document and all other information in connection with the proposed Offer will be published after the Company's extraordinary general meeting under https://www.rocket-internet.com/investors/share. As a public delisting self-tender offer, the Offer will not be subject to any closing conditions, and will, in particular, not include a minimum acceptance threshold.
Rationale for a Delisting
Rocket Internet's adequate access to capital is secured outside the stock exchange. An essential reason for a company to be listed on the stock exchange is the use of capital markets as a financing source. This purpose of the public capital market is, in the assessment of the Management Board, no longer required for the Company. In case additional equity capital is necessary or conducive for achieving the Company's objectives in the future, the Management Board considers the access to private capital to constitute a sufficiently attractive financing option. The increased availability of (growth) capital outside capital markets, which permits investments of a substantial size and essentially irrespective of industry and the size of a company, has become increasingly obvious as a development of the recent past and the last few years. This development could not have been anticipated at the time of the Company's IPO, so that, in the view of Rocket Internet, key parameters relating to its listing on the stock exchange have subsequently shifted.
Against this background, Rocket Internet is, in the view of the Management Board and the Supervisory Board, better positioned as a delisted company. Outside a capital markets environment, Rocket Internet will be able to pursue a long-term approach to longer-term strategic decision-making regardless of capital markets sentiment. In addition, the delisting will reduce the complexity of Rocket Internet's business set-up and applicable legal requirements, thereby freeing up administrative and management capacity and reducing costs.
To this end, a delisting permits the pursuit of a long-term business strategy. This is all the more true as the start-up companies founded by Rocket Internet, in which Rocket Internet holds a significant stake today, are now, and, unlike at the time of Rocket Internet's IPO, mostly in a very early stage of their respective developments.
Overall, a delisting enhances the Company's strategic and organizational flexibility and puts it in a position to react swiftly to changing market environments or other external circumstances. The last months have, with the spread of the SARS-CoV-2 pandemic, once again illustrated the relevancy of greater flexibility for entrepreneurial endeavors.
Extraordinary General Meeting
In order to acquire and subsequently redeem the Rocket Internet Shares to be tendered into the Offer, the Management Board and the Supervisory Board of the Company have resolved to convene an extraordinary general meeting, to be held on September 24, 2020 as a virtual shareholders' meeting in accordance with the Act to Mitigate the Consequences of the COVID-19 Pandemic in Civil, Bankruptcy and Criminal Procedure Law (Gesetz zur Abmilderung der Folgen der COVID-19-Pandemie im Zivil-, Insolvenz- und Strafverfahrensrecht, published in the Federal Law Gazette of March 27, 2020 (Federal Law Gazette 2020 Part I No. 14, p. 569)). The Management Board and Supervisory Board will propose the general meeting to adopt a resolution on a decrease of the Company's share capital through redemption of up to 69,447,991 treasury shares and the acquisition of these Rocket Internet Shares pursuant to Section 71 para. 1 no. 6 of the German Stock Corporation Act (Aktiengesetz) in connection with the Offer. The resolution on a decrease of the share capital and on the prior acquisition of treasury shares under the Offer requires a simple majority of the votes validly cast in the event at least half of the Company's share capital will be represented at the extraordinary general meeting.
Share Buyback Program
In order to afford shareholders of the Company the opportunity to sell their Rocket Internet Shares to the Company ahead of the completion of the Offer, the Management Board of the Company has, with the approval of the Supervisory Board and by way of exercising the authorization granted by the general meeting of May 15, 2020, further resolved to buy back up to 11,996,721 Rocket Internet Shares (8.84% of the Company's share capital) for a purchase price per Rocket Internet Share of up to EUR 18.57 (subject to a subsequent increase of the statutory minimum price as a consequence of BaFin's binding determination of the Six-Months VWAP) over the stock exchange. The purchase price for a Rocket Internet Share is thereby capped at the amount of the offer consideration. It is currently envisaged to either redeem the acquired treasury shares and to decrease the share capital accordingly, or to offer them to employees of the Company or its affiliated companies in the event that stock options granted by the Company are being exercised. The share buyback program is scheduled to commence today and terminate at the end of September 15, 2020. It will be proposed to the extraordinary general meeting on September 24, 2020 to resolve upon a new authorization for the acquisition and utilization of up to 10% of Rocket Internet Shares which may also be exercised at a time when the listing of Rocket Internet Shares will have terminated.
The share buy-back program will be executed by a credit institution and in accordance with Art. 5 of Regulation (EU) No 596/2014 of the European Parliament and the Council of April 16, 2014 as well as the provisions of Delegated Regulation (EU) 2016/1052 of the Commission of March 8, 2016.
To the extent required and legally permissible, the share buy-back program can be suspended and also resumed at any time. Rocket Internet will give regular updates about the execution of the share buy-back program on its website under the section Investors/Share.
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About Rocket Internet
Rocket Internet incubates, builds and operationally develops internet-based business models. It provides operational support to its companies and helps them scale internationally. Besides, it strategically invests in complementary internet and technology companies globally to build out its network. Rocket Internet's companies are active in a large number of countries around the world. Rocket Internet is listed on the Frankfurt Stock Exchange (ISIN DE000A12UKK6, RKET) and is included in the MDAX index. For further information please visit www.rocket-internet.com.
Disclaimer / Important Information
This press release is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities of Rocket Internet SE ("Rocket Internet"). The final terms and further provisions regarding the Offer will be disclosed in the offer document after its publication has been permitted by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of securities of Rocket Internet are strongly recommended to read the offer document and all announcements in connection with the Offer as soon as they are published, since they will contain important information.
The Offer will be made exclusively under the laws of the Federal Republic of Germany, specifically under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) and the German Stock Exchange Act (Börsengesetz), and certain provisions of the securities laws of the United States of America applicable to cross-border offers with a limited circle of shareholders whose place of residence, seat or place of habitual abode is in the United States of America. The Offer shall not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the Offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities in Rocket Internet cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a tender offer shall not be made, directly or indirectly, in jurisdictions where doing so would constitute a violation of the laws of such jurisdiction.
To the extent permitted by applicable law and in accordance with German market practice, Rocket Internet or brokers acting on behalf of Rocket Internet may directly or indirectly acquire Rocket Internet Shares or enter into agreements to this effect outside the Offer before, during or after the acceptance period of the Offer. This applies in the same way to other securities granting a direct conversion or exchange right into, or an option right to, Rocket Internet Shares. These purchases may be made on the stock exchange at market prices or off the stock exchange in negotiated transactions. All information on these purchases will be published to the extent required under the laws of the Federal Republic of Germany or another relevant jurisdiction.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words "will", "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Rocket Internet. Such forward-looking statements are based on current plans, estimates and forecasts, which Rocket Internet has made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Rocket Internet. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Rocket Internet does not assume an obligation to update the forward-looking statements with respect to the actual development of incidents, basic conditions, assumptions or other factors.
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