Rocket Internet AG / Key word(s): Capital Increase

2015-02-12 / 18:36

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."


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

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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