DGAP-News: Rocket Internet SE: Rocket Internet intends to place a number of shares in HelloFresh SE resulting in gross proceeds of at least EUR 150m

Rocket Internet SE: Rocket Internet intends to place a number of shares in HelloFresh SE resulting in gross proceeds of at least EUR 150m

Berlin, 18 April, 2018 - Rocket Internet SE ("Rocket Internet") announces that it will place a number of shares in HelloFresh SE ("HelloFresh") resulting in gross proceeds of at least EUR 150m. These shares will be offered by way of an accelerated book-building to international institutional investors (the "Placement").

The Placement will start immediately and is expected to be completed later today.

The joint bookrunners have waived the lock-up agreed in connection with the IPO of HelloFresh in October 2017 between Rocket Internet and themselves (the "IPO Lock-Up") to the extent required for the consummation of the Placement. Had the IPO Lock-Up not been waived, it would expire on May 1, 2018. Following completion of the Placement, Rocket Internet's shareholding in HelloFresh will be subject to an additional 90-day lock-up extension until and including July 30, 2018 (23:59 CEST) (the "Lock-Up Extension").

Following the Placement, Rocket Internet will give other pre-IPO shareholders of HelloFresh SE the opportunity to sell shares of HelloFresh (pro rata to their pre-IPO shareholding as a percentage of the final number of shares sold in the Placement) to Rocket Internet at the placement price less costs and expenses (on a pro rata basis), provided, however, that Rocket Internet will only grant such a put option if the relevant shareholder enters into a lock-up agreement with the joint bookrunners on substantially the same terms as the Lock-Up Extension. Such put option will be granted as soon as possible after pricing and will lapse on the third business days following today.

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About Rocket Internet

Rocket Internet incubates and invests in internet and technology companies globally. It provides operational support to its companies and helps them scale internationally. Rocket Internet focuses predominantly 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. Rocket Internet's selected companies are active in a large number of countries around the world with more than 33,000 employees. Rocket Internet holds stakes in two significant publicly listed companies, Delivery Hero and HelloFresh. Rocket Internet SE is listed on the Frankfurt Stock Exchange (ISIN DE000A12UKK6, RKET) and is included in the MDAX index. For further information please visit www.rocket-internet.com.

Disclaimer / Important Note

This document contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of Rocket Internet SE 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 publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase the above mentioned securities in the United States, Germany or any other jurisdiction. The Joint Bookrunners are acting solely for Rocket Internet SE and not for any other person.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of HelloFresh SE have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of HelloFresh SE may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act.

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 per-sons together being referred to as "Relevant Persons"). This document is directed only at Relevant Per-sons 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. In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Di-rective ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.