0001140361-19-007544.txt : 20190425 0001140361-19-007544.hdr.sgml : 20190425 20190425060237 ACCESSION NUMBER: 0001140361-19-007544 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190425 DATE AS OF CHANGE: 20190425 GROUP MEMBERS: ATLAS COUNTRIES SUPPORT S.A. GROUP MEMBERS: ORANGE MIDDLE EAST & AFRICA S.A. GROUP MEMBERS: ORANGE PARTICIPATIONS S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jumia Technologies AG CENTRAL INDEX KEY: 0001756708 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90984 FILM NUMBER: 19765179 BUSINESS ADDRESS: STREET 1: CHARLOTTENSTRASSE 4 CITY: BERLIN STATE: 2M ZIP: 10969 BUSINESS PHONE: 49-30-398-20-34-51 MAIL ADDRESS: STREET 1: CHARLOTTENSTRASSE 4 CITY: BERLIN STATE: 2M ZIP: 10969 FORMER COMPANY: FORMER CONFORMED NAME: Africa Internet Holding GmbH DATE OF NAME CHANGE: 20181023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORANGE CENTRAL INDEX KEY: 0001038143 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 999999999 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 78 RUE OLIVIER DE SERRES CITY: PARIS STATE: I0 ZIP: 75015 BUSINESS PHONE: 33144442222 MAIL ADDRESS: STREET 1: 78 RUE OLIVIER DE SERRES CITY: PARIS STATE: I0 ZIP: 75015 FORMER COMPANY: FORMER CONFORMED NAME: FRANCE TELECOM / DATE OF NAME CHANGE: 19970422 SC 13G 1 sc13g.htm SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)

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)

April 15, 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)

*
The remainder of this cover page shall be filled out for a reporting person’s 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.

**
This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares of the Issuer.

The information required on 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).

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 2 of 10
1
NAMES OF REPORTING PERSONS
 
 
Atlas Countries Support S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Belgium
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,005,054
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,005,054
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,005,054
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1) Calculated based on 156,816,494 Ordinary Shares outstanding after the Issuer’s initial public offering as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Issuer on April 15, 2019, a concurrent private placement, the issuance of the anti-dilution shares and full exercise of the underwriters’ option to purchase additional American Depositary Shares representing the Ordinary Shares in the Issuer’s initial public offering.

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 3 of 10
1
NAMES OF REPORTING PERSONS
 
 
Orange Middle East and Africa S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
France
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,005,054
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,005,054
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,005,054
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1) Calculated based on 156,816,494 Ordinary Shares outstanding after the Issuer’s initial public offering as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Issuer on April 15, 2019, a concurrent private placement, the issuance of the anti-dilution shares and full exercise of the underwriters’ option to purchase additional American Depositary Shares representing the Ordinary Shares in the Issuer’s initial public offering.

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 4 of 10
1
NAMES OF REPORTING PERSONS
 
 
Orange Participations S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
France
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,005,054
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,005,054
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,005,054
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1) Calculated based on 156,816,494 Ordinary Shares outstanding after the Issuer’s initial public offering as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Issuer on April 15, 2019, a concurrent private placement, the issuance of the anti-dilution shares and full exercise of the underwriters’ option to purchase additional American Depositary Shares representing the Ordinary Shares in the Issuer’s initial public offering.

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 5 of 10
1
NAMES OF REPORTING PERSONS
 
 
Orange S.A.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a) ☐
    
(b) ☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
France
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
9,005,054
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
9,005,054
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
9,005,054
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1) Calculated based on 156,816,494 Ordinary Shares outstanding after the Issuer’s initial public offering as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Issuer on April 15, 2019, a concurrent private placement, the issuance of the anti-dilution shares and full exercise of the underwriters’ option to purchase additional American Depositary Shares representing the Ordinary Shares in the Issuer’s initial public offering.

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 6 of 10
Item 1(a).
Name of Issuer:
Jumia Technologies AG

 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
Charlottenstraße 4
10969 Berlin, Germany

 
Item 2(a).
Name of Person Filing:
Atlas Countries Support S.A.
Orange Middle East and Africa S.A.
Orange Participations S.A.
Orange S.A.
Item 2(b).
Address or Principal Business Office or, if none, Residence:
c/o Atlas Countries Support S.A.
Avenue du Bourget 3
1140 Brussels, Belgium
 
Item 2(c).
Citizenship:
Please refer to Item 4 on each cover sheet for each Reporting Person.
 
Item 2(d).
Title of Class of Securities:
American Depositary Shares representing Ordinary Shares, no par value
 
Item 2(e).
CUSIP Number:
48138M105
 
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

(b)
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)
☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

(f)
☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g)
☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

(h)
☐ Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)
☐ Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)
☐ Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J)

(k)
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership:

Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person.

Item 5.
Ownership of Five Percent or Less of a Class:

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 : ☐

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 7 of 10
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

See attached Exhibit A.

Item 8.
Identification and Classification of Members of the Group:

Not Applicable.

Item 9.
Notice of Dissolution of Group:

Not Applicable.

Item 10.
Certifications:

Not Applicable.

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 8 of 10
SIGNATURE

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.

 
April 25, 2019
 
Date
   
 
ATLAS COUNTRIES SUPPORT S.A.
   
 
By:
/s/ Johan Van den Cruijce
 
Signature
   
 
Johan Van den Cruijce / Managing Director
 
Name/Title
   
 
ORANGE MIDDLE EAST AND AFRICA S.A.
   
 
By:
/s/ Alioune Ndiaye
 
Signature
   
 
Alioune Ndiaye / Chief Executive Officer
 
Name/Title
   
 
ORANGE PARTICIPATIONS S.A.
   
 
By:
/s/ Johan Van den Cruijce
 
Signature
   
 
Johan Van den Cruijce / Managing Director
 
Name/Title
   
 
ORANGE S.A.
   
 
By:
/s/ Ramon Fernandez
 
Signature
   
 
Ramon Fernandez / CEO Delegate in charge of Group Finance
 
Name/Title

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 9 of 10
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.

Atlas Countries Support S.A. - CO
Orange Middle East and Africa S.A. - CO
Orange Participations S.A. - CO
Orange S.A. - CO

This Schedule is filed by Orange S.A. as parent holding company of certain holding companies. Atlas Countries Support S.A. is owned by Orange Middle East and Africa S.A. Orange Middle East and Africa S.A. is owned by Orange Participations S.A. Orange Participations S.A. is owned by Orange S.A.

 
SCHEDULE 13G
  
CUSIP No. 48138M105
  
Page 10 of 10
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: April 25, 2019

 
ATLAS COUNTRIES SUPPORT S.A.
   
 
By:
/s/ Johan Van den Cruijce
 
Signature
   
 
Johan Van den Cruijce / Managing Director
 
Name/Title
   
 
ORANGE MIDDLE EAST AND AFRICA S.A.
   
 
By:
/s/ Alioune Ndiaye
 
Signature
   
 
Alioune Ndiaye / Chief Executive Officer
 
Name/Title
   
 
ORANGE PARTICIPATIONS S.A.
   
 
By:
/s/ Johan Van den Cruijce
 
Signature
   
 
Johan Van den Cruijce / Managing Director
 
Name/Title
   
 
ORANGE S.A.
   
 
By:
/s/ Ramon Fernandez
 
Signature
   
 
Ramon Fernandez / CEO Delegate in charge of Group Finance
 
Name/Title