Rocket Internet AG / Key word(s): Capital Increase 13.02.2015 08:54 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
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 successfully completes cash capital increase Berlin, February 13, 2015 - Rocket Internet AG ("Rocket Internet" or the
"Company") has increased its share capital through partial utilization of
its authorized capital under the exclusion of shareholders' subscription
rights from EUR 153,130,566.00 to EUR 165,140,790.00. The 12,010,224 new
no-par value ordinary bearer shares were placed in a private placement with
institutional investors by way of an accelerated bookbuilding process and
carry full dividend rights as of January 1, 2014. The shares were placed at a placement price of EUR 49.00 per share. Rocket
Internet generated gross proceeds amounting to EUR 588.5 million before
deduction of commissions and expenses. Rocket Internet intends to use the
net proceeds from the capital increase in the pursuit of its strategic
goals. The Company focuses on significant internet market opportunities by
creating global leaders. Rocket will continue building new companies,
increase its ownership in existing companies and invest in new
opportunities as well as build out its proprietary operational platform. 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. Joh. Berenberg, Gossler & Co. KG, J.P. Morgan Securities plc and Morgan
Stanley Bank AG acted as Joint Bookrunners. *************
Additional information: Stock exchange: Non-regulated Market (Entry Standard), Frankfurt Stock
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] 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"). No prospectus has been or will be approved in respect of the
securities. The securities have already been sold. 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. 13.02.2015 The DGAP Distribution Services include Regulatory Announcements,
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