Rocket Internet SE / Key word(s): Issue of Debt 13.07.2015 18:33 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS
Group AG.
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BE UNLAWFUL Rocket Internet SE: 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 Resolves on Issuance of Convertible Bonds Berlin, Germany, July 13, 2015 - The Management Board of Rocket Internet SE
("Rocket Internet" or the "Company"), with the approval of the Company's
Supervisory Board, resolved today on the offer of senior, unsecured
convertible bonds with an aggregate principal amount of EUR 550 million
(the "Offering"), convertible into new and/or existing ordinary bearer
shares with no par value ("Shares") of the Company (the "Bonds"). The Bonds
will be initially convertible into approximately 10.2 million Shares
representing up to approximately 6.2% of the current share capital of
Rocket Internet (subject to any adjustment of the conversion ratio pursuant
to the terms and conditions of the Bonds). The shareholders' pre-emptive
rights are excluded. The Bonds will be issued at 100% of their principal amount with a
denomination of EUR 100,000 per Bond and, unless previously converted,
repurchased or redeemed, will be redeemed at par at maturity. Bondholders
may elect to convert their Bonds for Shares. The Bonds will have a maturity
of seven years, will carry a coupon between 2.25% and 3.00% per annum
payable semi-annually in arrears and will have a conversion premium between
32.50% and 47.50% above the applicable reference share price (being the
volume-weighted average price on XETRA of a Rocket Internet share on July
14, 2015). Pricing for the Bonds will be based on an accelerated bookbuilding process.
The Bonds will be placed privately solely with institutional investors
outside the US, Canada, Australia, Japan, South Africa and any other
jurisdiction in which such distribution would be prohibited by applicable
law. The Pricing is expected to take place on July 14, 2015 with settlement
on or about July 22, 2015. Rocket Internet will have the option to redeem the Bonds at a price equal
to the principal amount of the Bonds (plus accrued interest) in accordance
with the terms and conditions of the Bonds, (i) at any time on or after
August 6, 2019, if the price of shares in the Company exceeds 140% of the
then prevailing conversion price over a specified period or (ii) at any
time if 15% or less of the aggregate principal amount of the Bonds
originally issued remains outstanding. Rocket Internet has committed to a 3-months lock-up (from the Closing)
regarding further equity and equity-linked transactions, subject to certain
customary exceptions. Rocket shareholders' lock-up agreements entered into
at the time of the Rocket initial public offering will remain in place. The Bonds are expected to be included to trading on the non-regulated open
market segment (Freiverkehr) of the Frankfurt Stock Exchange within 30 days
of the Closing and Settlement date. J.P. Morgan is acting as Sole Bookrunner for the placement of the Bonds. Use of proceeds Rocket Internet intends to use the proceeds to continue investing in its
platform and generally increase Rocket's flexibility to decisively seize
promising market opportunities, in particular (i) to invest in a) proven
winners, its most mature businesses, including to increase its existing
stakes in these companies, b) emerging stars, including to retain or attain
a majority position over the long-term and to reduce reliance on outside
funding sources and c) concepts and new companies in order to be in a
position to expand the funding of new companies significantly beyond seed
rounds and to retain a majority ownership position also over the long-term,
and (ii) for general corporate purposes. *************
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 SE:
Rocket Internet SE, 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 announcement contains forward-looking statements. These statements are
based on the current views, expectations and assumptions of the management
of Rocket Internet SE ("Rocket Internet") 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, and
other factors. Rocket Internet does not assume any obligations to update
any forward-looking statements. This announcement is for information purposes only and does not constitute
or form part of, and should not be construed as an offer or an invitation
to sell, or issue or the solicitation of any offer to buy or subscribe for,
any securities (the "Convertible Bonds"). In connection with this
transaction there has not been, nor will there be, any public offering of
the Convertible Bonds. No prospectus will be prepared in connection with
the offering of the Convertible Bonds. The Convertible Bonds may not be
offered to the public in any jurisdiction in circumstances which would
require Rocket Internet to prepare or register any prospectus or offering
document relating to the Convertible Bonds in such jurisdiction. The distribution of this announcement and the offer and sale of the
Convertible Bonds in certain jurisdictions may be restricted by law. Any
persons reading this announcement should inform themselves of and observe
any such restrictions. These materials may not be published, distributed or transmitted in the
United States, Canada, Australia, Japan or South Africa or in any other
jurisdiction in which offers or sales of the Convertible Bonds would be
prohibited by applicable laws and should not be distributed to publications
with a general circulation in the United States, Canada, Australia, Japan
or South Africa or in any other such jurisdiction. These materials do not
constitute an offer of securities for sale or a solicitation of an offer to
purchase securities of Rocket Internet in the United States, Germany or any
other jurisdiction. The securities of Rocket Internet mentioned in this
announcement 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 securities referred to
herein (including the Convertible Bonds and the Shares to be delivered on
conversion) have not been and will not be registered under the under the
Securities Act or the laws of any state within the U.S. The Convertible
Bonds are being offered and sold to non-U.S. persons outside the United
States only in reliance on Regulation S under the Securities Act. No
offering of the Convertible Bonds is being made in the United States. 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") and (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) and (iii) persons to whom it
would otherwise be lawful to distribute it (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. J.P. Morgan Securities plc is acting exclusively for Rocket Internet and
no-one else. It will not regard any other person as its clients and will
not be responsible to anyone other than Rocket Internet for providing the
protections afforded to its clients, nor for providing advice in relation
to the contents of this announcement or any transaction, arrangement or
other matter referred to herein. Neither J.P. Morgan Securities plc, nor any of its 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 Internet, 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. 13.07.2015 The DGAP Distribution Services include Regulatory Announcements,
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