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Section 1: 6-K (FORM 6-K)

Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: April 2019

Commission File Number: 001-38863

 

 

Jumia Technologies AG

(Translation of registrant’s name into English)

 

 

Charlottenstraße 4

10969 Berlin, Germany

+49 (30) 398 20 34 51

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒                Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


On April 23, 2019, Jumia Technologies AG (“Jumia”) issued a press release announcing the underwriters’ exercise of their option to purchase additional shares and the completion of Jumia’s initial public offering, a copy of which is attached as Exhibit 99.1 hereto.


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit

99.1    Press release of Jumia Technologies AG dated April 23, 2019.

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Jumia Technologies AG

By

 

/s/ Sacha Poignonnec

 

Name:

 

Sacha Poignonnec

 

Title:

  Co-Chief Executive Officer and Member of the Management Board

Date: April 23, 2019

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

Exhibit 99.1

 

LOGO

Underwriters’ Exercise of Option to Purchase Additional Shares Completes Jumia Technologies AG’s Initial Public Offering

Berlin, April 23, 2019 – Jumia Technologies AG (“Jumia”) announces that the underwriters of the recently closed offering of 27,000,000 newly issued ordinary shares, represented by 13,500,000 American depositary shares (“ADSs”), have exercised in full their option to purchase an additional 4,050,000 ordinary shares, represented by 2,025,000 ADSs, on the same terms as the initial shares. The capital increase in connection with the exercise of this option was registered on April 18, 2019.

As a result of the offering (including exercise of the option to purchase additional shares), the concurrent private placement to Mastercard Europe SA and the issuance of anti-dilution shares to certain existing shareholders, Jumia has issued in the aggregate 56,765,518 new ordinary shares and received net proceeds of $280.2 million. Following these transactions, Jumia has a total of 156,816,494 ordinary shares, corresponding to 78,408,247 ADSs, outstanding.

The following table presents an overview of our shareholders following the offering (including exercise of the option to purchase additional shares), the concurrent private placement to Mastercard Europe SA and the issuance of anti-dilution shares to certain existing shareholders:

 

     ADSs      Ordinary shares  
     No.      %      No.      %  

Existing shareholders (pre-IPO shareholdings)

     50,025,488        63.8        100,050,976        63.8  

Existing shareholders (anti-dilution shares)

     8,975,771        11.4        17,951,542        11.4  

New investors

     15,525,000        19.8        31,050,000        19.8  

Concurrent private placement investor (Mastercard)

     3,881,988        5.0        7,763,976        5.0  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     78,408,247        100.0        156,816,494        100.0  

The ADSs representing Jumia’s ordinary shares are listed on the New York Stock Exchange and trade under the symbol “JMIA.”

Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Berenberg Capital Markets, LLC, RBC Capital Markets, LLC, Raymond James & Associates, Inc., Stifel, Nicolaus & Company, Incorporated and William Blair & Company, L.L.C. acted as underwriters for the offering.

The offering was made only by means of a prospectus filed by Jumia. A copy of the prospectus may be obtained from any of the following sources:

 

   

Morgan Stanley & Co. LLC, Attn.: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or

 

   

Citigroup Global Markets Inc., Attn.: Prospectus Department, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146 (toll-free); or


   

Berenberg Capital Markets, LLC, Attn.: Equity Capital Markets, 1251 Avenue of the Americas, 53rd Floor, New York, NY 10020, telephone: (646) 949-9000.

A registration statement on Form F-1 relating to these securities has been filed with, and declared effective by, the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Contacts

Safae Damir

Head of Investor Relations

[email protected]

Abdesslam Benzitouni

Head of PR and Communications

[email protected]

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