Rocket Internet Resolves on Issuance of Convertible Bonds

13 JULY 2015
Summary
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.

Final terms of the Offering are expected to be announced on July 14, 2015 in a separate press release.

Use of proceeds

Rocket Internet intends to use the proceeds to continue investing in its platform and generally increase Rocket Internet’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.

Note

NOT FOR DISTRIBUTION IN OR INTO THE US, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Ends

Press Contact Rocket Internet

Andreas Winiarski, Senior Vice President Global Communications

T: +49 30 300 13 18 68

E: andreas.winiarski@rocket-internet.com

About Rocket Internet

Rocket Internet's mission is to become the world's largest Internet platform outside of the United States 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 four main sectors: eCommerce, marketplaces, travel and financial technology. Rocket started in 2007 and has now more than 30,000 employees across its network of companies, which are active in more than 110 countries across six continents. Rocket Internet SE is listed on the Frankfurt Stock Exchange (ISIN DE000A12UKK6, RKET). For further information visit www.rocket-internet.com.

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.

Download PDF
Download PDF
About Rocket Internet

About Rocket Internet

Rocket Internet builds and invests in Internet companies that take proven online business models to new, fast-growing markets. Rocket Internet focuses on four industry sectors of online and mobile retail and services that make up a significant share of consumer spending: Food & Groceries, Fashion, General Merchandise and Home & Living. Its network of companies operates in a large number of countries around the world with more than 36,000 employees. Rocket Internet SE is listed on the Frankfurt Stock Exchange (ISIN DE000A12UKK6, RKET). For further information please visit www.rocket-internet.com.