Rocket Internet SE / Key word(s): IPO 28.10.2015 08:00 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 OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE
APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE. Rocket Internet SE: Quasi Ad hoc Announcement pursuant to Sec. 19 para. 1
lit. c) of the General Terms and Conditions of Deutsche Börse AG for the
Regulated Unofficial Market (Freiverkehr) on Frankfurter Wertpapierbörse Rocket Internet Subsidiary HelloFresh planning IPO Berlin, 28 October 2015 - Rocket Internet SE's ('Rocket Internet')
subsidiary, HelloFresh GmbH (to be converted into HelloFresh AG and,
together with its subsidiaries, referred to as 'HelloFresh') is, subject to
market conditions, preparing an initial public offering (the 'Offer') and
listing of its shares on the regulated market (Prime Standard) of the
Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). HelloFresh is, by its own estimate, the leading international online 'fresh
food-at-home' provider in terms of meals delivered, providing its
subscribers with fresh, locally sourced and pre-portioned ingredients that
enable them to prepare home-cooked meals without planning, shopping and
essentially without food waste. HelloFresh delivers food boxes to its
subscribers' doors at times convenient to them on the basis of a weekly
soft subscription model. HelloFresh was founded in 2011 and today operates
in seven countries across three continents: Australia, Austria, Belgium,
Germany, the Netherlands, UK, and the US. Rocket Internet holds a stake of
56.4% in HelloFresh GmbH post reorganization measures in preparation of
HelloFresh's IPO (in particular roll-up of minorities). The planned Offer is expected to consist of newly issued ordinary bearer
shares with no-par value from a capital increase ('Primary Offer') and,
with respect to a possible over-allotment, existing ordinary bearer shares
with no-par value from holdings of one or more of the current shareholders
of HelloFresh AG (following the conversion of HelloFresh GmbH into a stock
corporation). The Offer, if pursued, will consist of an initial public
offering in the Federal Republic of Germany and the Grand Duchy of
Luxembourg and private placements in certain jurisdictions outside these
countries. HelloFresh GmbH intends to publish a detailed press release
regarding its IPO today. Disclaimer
This document may contain certain forward-looking statements relating to
the business, financial performance and results of HelloFresh and/or the
industry in which HelloFresh operates. Forward-looking statements concern
future circumstances and results and other statements that are not
historical facts, sometimes identified by the words 'believes,' 'expects,'
'predicts,' 'intends,' 'projects,' 'plans,' 'estimates,' 'aims,'
'foresees,' 'anticipates,' 'targets,' and similar expressions. The
forward-looking statements contained in this document, including
assumptions, opinions and views of HelloFresh or cited from third party
sources, are solely opinions and forecasts which are uncertain and subject
to risks. Actual events may differ significantly from any anticipated
development due to a number of factors, including without limitation,
changes in general economic conditions, in particular economic conditions
in the markets in which HelloFresh operates, changes affecting interest
rate levels, changes in competition levels, changes in laws and
regulations, environmental damages and the potential impact of legal
proceedings and actions. Neither Rocket Internet nor HelloFresh guarantee
that the assumptions underlying the forward-looking statements in this
document are free from errors; also, Rocket Internet and HelloFresh do not
accept any responsibility for the future accuracy of the opinions expressed
in this document and Rocket Internet and HelloFresh do not assume any
obligation to update the statements in this document to reflect subsequent
events. The forward-looking statements in this document are made only as of
the date hereof. Neither this document nor any further discussions with any
of the recipients thereof shall, under any circumstance, create any
implication that there has been no change in the affairs of HelloFresh
since such date. Consequently, Rocket Internet and HelloFresh refuse to
undertake any obligation to review, update or confirm recipients'
expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events that occur or circumstances
that arise in relation to the content of the document. 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 of HelloFresh AG (after conversion of HelloFresh GmbH
into a stock corporation) in the United States, Germany or any other
jurisdiction. The Securities of HelloFresh AG 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 of the Company 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 'qualified
institutional buyers' as defined in, and in reliance on, Rule 144A under
the Securities Act. This publication constitutes neither an offer to sell nor a solicitation to
buy securities. The offer will be made solely by means of, and on the basis
of, a securities prospectus which is to be published. An investment
decision regarding the publicly offered securities of HelloFresh AG should
only be made on the basis of the securities prospectus. The securities
prospectus will be published promptly upon approval by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge
from HelloFresh AG, Saarbrücker Strasse 37A, 10405 Berlin, Germany, or on
HelloFresh AG's website. 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. 28.10.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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