PLDT: Rocket Internet IPO

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PLDT WELCOMES ROCKET INTERNETS ANNOUNCEMENT OF


INTENTION TO FLOAT


MANILA, Philippines, 10
th
September 2014 - Philippine Long Distance Telephone
Company (PLDT) (PSE:TEL) (NYSE:PHI), the leading telecoms operator in the
Philippines, welcomed the announcement of Rocket Internet AG (Rocket) of its
intention to proceed with an initial public offering (the IPO or Offer) on the Frankfurt
Stock Exchange in 2014.
On 7 August 2014, PLDT and Rocket announced a global strategic partnership to drive
the development of innovative online payments solutions in emerging markets. Under
the terms of the partnership agreement, PLDT would invest 333 million in Rocket. Of
this amount, 50% has already been paid. Following the announcement of Rockets
intention to proceed with the IPO, PLDT will now pay in full the remaining 50% of its
investment in Rocket.
The Rocket IPO is intended to take place later in 2014. The Offer, if pursued, is
expected to consist solely of new shares from a capital increase. The new shares will
be of the same class and bearing the same rights as shares held by current Rocket
shareholders.
Currently, the shareholders consist of Global Founders GmbH (Global Founders,
which is the investment vehicle of Oliver Samwer, the founder and CEO of Rocket, and
his brothers), Investment AB Kinnevik (Kinnevik), Access Industries (Access),
Philippine Long Distance Telephone Company (PLDT), United Internet (UI) and HV
Holtzbrinck Ventures (HV). All existing shareholders of Rocket Internet will remain
invested and will not sell any shares as part of the offering. All six shareholders have
signed lock up commitments not to sell or otherwise dispose of their shares for at least
twelve months.
pressrelease



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Rocket intends to use the proceeds from the IPO to finance its future growth through
the launch of new businesses and providing further equity capital to its network of
companies.

A copy of the Rocket Internet Press Release is attached for additional reference.


ENDS



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About PLDT
PLDT is the leading telecommunications provider in the Philippines. Through its principal
business groups fixed line and wireless PLDT offers a wide range of telecommunications
and multimedia services across the Philippines most extensive fiber optic backbone and fixed
line, and cellular network. PLDT is listed on the Philippine Stock Exchange (PSE:TEL) and its
American Depositary Shares are listed on the New York Stock Exchange (NYSE:PHI). PLDT
has one of the largest market capitalizations among Philippine listed companies. Further
information can be obtained by visiting the web at www.pldt.com.

About Rocket Internet AG
Rocket's mission is to become the worlds largest Internet platform outside of China and the
United States. 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 20,000 employees across its network of
companies, which operate in more than 100 countries on five continents.

Contact PLDT:

Anabelle L. Chua
Senior Vice President and Treasurer
Phone: +632 816 8213
Fax: +632 844 9099
Email: [email protected]

Melissa V. Vergel de Dios
Head, Investor Relations
Phone: +632 816 8024
Fax: +632 810 7138
Email: [email protected]

Ramon R. Isberto
Head, Corporate Communications and Public Affairs
Phone: +632 511 3101
Fax: +632 511 3100
Email: [email protected]

Contact Rocket Internet:

Brunswick Group
London: +44 207 404 5959
Frankfurt: +49 69 2400 5510

Andreas Winiarski
Global Head of PR & Communications
Phone: +49 30 300 13 18 68
Email: [email protected]



PRESS RELEASE



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 THE PRESS RELEASE.

Rocket Internet Announces Intention to Float

Rocket Internet plans an initial public offering on the Frankfurt Stock Exchange in
2014
Leading emerging markets e-commerce platform, with the mission to become the
largest Internet platform outside of the United States and China
IPO to raise approximately 750 million in gross proceeds to fund future growth
opportunities
Offer to consist of only primary capital; no current shareholders will sell any shares

Berlin, Germany, 10 September 2014 Rocket Internet AG (Rocket), today announces its
intention to proceed with an initial public offering (the IPO or Offer) on the Frankfurt Stock
Exchange in 2014.

Rockets mission is to become the worlds largest Internet platform outside of the United
States and China. Rocket is an operating company that aims to meet the growing demand
for a wide range of consumer Internet services in countries all around the world. Rocket
studies Internet consumption trends and uses its unique operating platform to identify and
build proven Internet business models in new, underserved or untapped markets, where it
seeks to scale them into market leading companies.

Rocket is focused on building online businesses across three sectors: e-commerce,
marketplaces and financial technology. It is active in highly attractive markets, with a
particular focus on emerging and fast growing economies such as Latin America, South East
Asia, India and Africa. Since its founding in 2007 Rocket has grown significantly, expanding
to over 100 countries, with more than 20,000 persons working across its network of
companies today. This highlights the ability of Rockets scalable operating platform to rapidly
establish market leading positions in many different markets.




PRESS RELEASE


Oliver Samwer, Founder and CEO of Rocket, said:

We believe the Internet will play a transformational role in peoples lives everywhere,
particularly in emerging markets. We have built a unique platform that has allowed us to take
Internet business models to over 100 countries today, bringing basic goods and services to
our diverse customer base. We have developed our own proprietary technology, a unique
geographic footprint and infrastructure, and best/in/class processes, all supported by
outstanding people on the ground all over the world. Taking our company public is the next
step in our journey to build the worlds leading Internet platform outside of the United States
and China.

Lorenzo Grabau, Chairman of the Supervisory Board of Rocket Internet, said:

Rocket Internet has shown tremendous growth over the past years and has proven that its
operating platform is a unique basis to consistently create and scale market leading
franchises across the five continents. The IPO is a natural next step in Rockets development
as it establishes an even stronger foundation to support the acceleration of its international
growth strategy.

Rockets Business & Opportunity

Rocket has a successful track record of executing its business models across a wide range
of markets and creating significant value for investors.

Exposure to High Growth Markets
- Rocket targets an enormous market with a population of 5.4 billion people in the
countries it serves. These countries are home to 75% of the worlds population and
about 75% of all global mobile phone users.
- Rocket is well positioned to capitalize on four global megatrends: booming
smartphone penetration, younger populations of digital natives in emerging markets,
a growing middle class driving consumption, and the ability of Internet technology to
leapfrog the development of traditional physical retail infrastructure in developing
countries.
- Rockets markets have outperformed global GDP growth over the past few years. E-
commerce in these markets has been growing even faster, driven by rising mobile
Internet adoption.



PRESS RELEASE


- Despite the recent growth of e-commerce in emerging markets, Internet penetration
and online purchasing habits are still nascent relative to developed markets,
highlighting the significant opportunity for further growth.

Market leading positions in e-commerce and marketplaces
- Rocket has established a number of online fashion retailers in Latin America (Dafiti),
Russia & CIS (Lamoda), Asia Pacific (Zalora), India (Jabong) and the Middle East
(Namshi). Many of these companies occupy leading positions. They will be combined
into the Global Fashion Group later in 2014.
- Rocket has further established general merchandise e-commerce companies in Africa
(Jumia), South East Asia (Lazada) and Latin America (Linio); an online international
home food delivery company (HelloFresh); and home and living companies (Home24
and Westwing). Many of them are among the leaders in their markets.
- Rockets online marketplace companies facilitate the disintermediation and
substitution of traditional supply chains by creating venues where buyers and sellers
can transact directly. They operate based on a large number of business concepts,
including real estate and car classified listings (Lamudi and Carmudi), travel and
transport (Easytaxi), food delivery companies (foodpanda), consumer-to-consumer
marketplaces (Kaymu), and home services (Helpling).

Competitive advantages
- Rockets unique operating platform combines an established infrastructure,
standardized proven business processes and proprietary scalable technology
solutions, including leading mobile applications, as well as a global network of
companies with over 20,000 employees.
- Rocket benefits from the network effect of market leadership across a large number
of business models and geographic regions. Every new company accelerates the
virtuous circle of synergy creation. As the size of the network of companies increases,
more significant opportunities are created to benefit from synergies and network
effects with respect to our suppliers, solution providers, customers and employees.
- Rocket has established key strategic partnerships in particular with regional
telecommunication operators such as Millicom, MTN and Ooredoo, who provide local
know-how and access to a large client base, further enhancing Rockets ability to
build and scale businesses in high growth markets.





PRESS RELEASE


Track record of significant value creation for investors
- Since its foundation in 2007, Rockets highly attractive founder economics have
delivered a return of 25 times invested capital.
- The performance has been largely consistent across companies, different business
models and geographies.

Proven management team
- Rockets management team has a proven track record of identifying, building and
scaling proven Internet models across many sectors and geographies.
- Supported by a strong Supervisory Board under the chairmanship of Lorenzo Grabau
(CEO of Kinnevik).

Overview of the Offer

The IPO is intended to take place later in 2014. The offer, if pursued, is expected to consist
solely of new shares from a capital increase. All existing shareholders of Rocket Internet will
remain invested and will not sell any shares as part of the offering. Currently, the
shareholders consist of Global Founders (the investment vehicle of Oliver Samwer, the
founder and CEO of Rocket, and his brothers), Investment AB Kinnevik, Access Industries,
Philippine Long Distance Telephone Company, United Internet and HV Holtzbrinck Ventures
and some of their affiliates. The new shares will be of the same class and bearing the same
rights as shares held by current Rocket shareholders. All six shareholders will sign lock up
commitments not to sell or otherwise dispose of their shares for at least twelve months.
Rocket intends to use the proceeds from the IPO to finance its future growth through the
launch of new businesses and providing further equity capital to its network of companies.

Rocket plans to apply for inclusion of its shares for trading on the Frankfurt Stock Exchange
via the Entry Standard. Rocket intends to move to the General or Prime Standard of the
Frankfurt Stock Exchange in the next 18-24 months.

Berenberg, J.P. Morgan and Morgan Stanley are acting as Joint Global Coordinators of the
Offer, and together with BofA Merrill Lynch, Citigroup and UBS Investment Bank, act as Joint
Bookrunners.

Ends




PRESS RELEASE


Media Contact:

Brunswick Group
London: +44 207 404 5959
Frankfurt: +49 69 2400 5510

Rocket Internet
Andreas Winiarski, Global Head of PR and Communications
+49 30 300 13 18 68
[email protected]

A conference call for journalists will take place at 10.00am GMT on 10
th
September 2014:
Dial-in: +44 (0) 1452 555566
Conference ID: 98789658#


Cautionary note regarding forward-looking statements:
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)



PRESS RELEASE


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 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 Rocket
should only be made on the basis of the securities prospectus. The securities prospectus will
be published promptly upon approval by the Bundesanstalt fr Finanzdienstleistungsaufsicht
(BaFin) and will be available free of charge from Rocket Internet AG, Johannisstrae 20,
10117 Berlin, Germany, or on the Rocket Internet 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.
Joh. Berenberg, Gossler & Co. KG, Morgan Stanley Bank AG, J.P Morgan Securities plc,
Citigroup Global Markets Limited, Merrill Lynch International and UBS Limited 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 Joh. Berenberg, Gossler & Co. KG, Morgan Stanley Bank AG, J.P Morgan
Securities plc, Citigroup Global Markets Limited, Merrill Lynch International and UBS Limited
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, 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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