Statement of Ownership (sc 13g)
February 14 2020 - 3:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Jumia
Technologies AG
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
48138M105**
(CUSIP
Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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**
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This CUSIP number applies to the Issuers American Depositary Shares, each representing two Ordinary
Shares of the Issuer.
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The information required in the remainder of this cover page shall not be deemed to be
filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1.
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Names of
Reporting Persons
Brillant 3087. SE & Co. Verwaltungs KG
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2.
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Federal Republic of
Germany
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
14,398,428 Ordinary Shares
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
14,398,428 Ordinary
Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9.2%
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10.
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Check Box If the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented By Amount
in Row (9)
9.2%
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12.
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Type of Reporting Person (See
Instructions)
PN
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1.
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Names of
Reporting Persons
Rocket Internet SE
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2.
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Check the Appropriate Box If a Member
of a Group (See Instructions)
a. ☐ b. ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Federal Republic of
Germany
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
14,398,428 Ordinary Shares
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
14,398,428 Ordinary
Shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9.2%
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10.
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Check Box If the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented By Amount
in Row (9)
9.2%
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12.
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Type of Reporting Person (See
Instructions)
CO
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Item 1(a).
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Name of Issuer:
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Jumia Technologies AG
Item 1(b).
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Address of the Issuers Principal Executive Offices:
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Charlottenstraße 4
10969
Berlin
Germany
Item 2(a).
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Name of Person Filing:
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Brillant 3087. SE & Co. Verwaltungs KG
Rocket Internet SE
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The registered offices of Brillant 3087. SE & Co. Verwaltungs KG and Rocket Internet SE are located at Charlottenstraße 4, 10969
Berlin, Germany.
See the responses to Item 4 on the attached cover pages.
Item 2(d).
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Title of Class of Securities:
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Ordinary Shares, no par value, which may be represented by American Depositary Shares
48138M105
Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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a.
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☐ Broker or dealer registered under Section 15 of the Act.
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b.
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☐ Bank as defined in Section 3(a)(6) of the Act.
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c.
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☐ Insurance company as defined in Section 3(a)(19) of the Act.
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d.
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940.
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e.
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☐ An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E).
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f.
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☐ An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F).
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g.
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☐ A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
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h.
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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i.
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☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940.
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j.
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☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person.
Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☐ .
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company:
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group:
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Not applicable.
Item 9.
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Notice of Dissolution of Group:
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Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Date: February 14, 2020
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Brillant 3087. SE & Co. Verwaltungs KG
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By:
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/s/ Arnt Jeschke
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Name:
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Arnt Jeschke
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Title:
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General Proxy Holder
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By:
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/s/ Gregor Janknecht
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Name:
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Gregor Janknecht
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Title:
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General Proxy Holder
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Rocket Internet SE
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By:
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/s/ Arnt Jeschke
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Name:
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Arnt Jeschke
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Title:
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General Proxy Holder
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By:
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/s/ Gregor Janknecht
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Name:
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Gregor Janknecht
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Title:
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General Proxy Holder
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EXHIBIT A
Pursuant to the instructions in Item 7 of Schedule 13G, the following lists the identity and Item 3 classification of each relevant entity that beneficially
owns shares of the security class being reported on this Schedule 13G.
Brillant 3087. SE & Co. Verwaltungs KG - CO
Rocket Internet SE - CO
This Schedule is filed by Rocket
Internet SE as parent holding company of Brillant 3087. SE & Co. Verwaltungs KG.
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that
it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2020
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Brillant 3087. SE & Co. Verwaltungs KG
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By:
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/s/ Arnt Jeschke
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Name:
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Arnt Jeschke
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Title:
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General Proxy Holder
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By:
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/s/ Gregor Janknecht
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Name:
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Gregor Janknecht
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Title:
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General Proxy Holder
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Rocket Internet SE
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By:
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/s/ Arnt Jeschke
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Name:
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Arnt Jeschke
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Title:
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General Proxy Holder
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By:
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/s/ Gregor Janknecht
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Name:
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Gregor Janknecht
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Title:
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General Proxy Holder
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