Amendment: SEC Form SCHEDULE 13D/A filed by Jumia Technologies AG
$JMIA
Catalog/Specialty Distribution
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Jumia Technologies AG (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
48138M105 (CUSIP Number) |
Alexandre Bernard Cyrus Ricard 5, cours Paul Ricard, Paris, I0, 75008 33 (0)1 41 00 41 00 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 13D
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| CUSIP No. | 48138M105 |
| 1 |
Name of reporting person
Pernod Ricard S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
FRANCE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,393,839.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 48138M105 |
| 1 |
Name of reporting person
Pernod Ricard Deutschland GmbH | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,393,839.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, no par value | |
| (b) | Name of Issuer:
Jumia Technologies AG | |
| (c) | Address of Issuer's Principal Executive Offices:
SKALITZER STRASSE 104, Berlin,
GERMANY
, 10997. | |
Item 1 Comment:
This Amendment No. 2 amends and supplements the Schedule 13D originally filed by the Reporting Persons on April 15, 2019 and amended on August 9, 2024 (as so amended, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D") with respect to the ordinary shares, no par value (the "Ordinary Shares") of Jumia Technologies AG (the "Issuer"), a company incorporated under the laws of the Federal Republic of Germany. The Reporting Persons are filing this amendment to disclose its new percentage beneficial ownership in the Issuer, which has been decreased as a result of an increase in the outstanding shares of Ordinary Shares of the Issuer. The address of the principal executive office of the Issuer is Skalitzer Strasse 104, 10997 Berlin, Germany.
The Issuer's American Depositary Shares (the "ADSs"), each representing two Ordinary Shares, are listed on the New York Stock Exchange under the symbol "JMIA." The Reporting Persons beneficially own both Ordinary Shares and ADSs. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Set forth in Schedule 1 to this Statement are the name, business address and present principal occupation or employment and citizenship of each executive officer and director of Pernod Ricard S.A. and Pernod Ricard Deutschland GmbH. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons may be deemed to beneficially own 15,393,839 Ordinary Shares, consisting of 12,851,169 Ordinary Shares and 2,542,670 Ordinary Shares underlying ADSs, held directly by Pernod Germany, which collectively represent 6.3% of the issued and outstanding Ordinary Shares the Issuer. The percentage ownership was calculated based on 244,925,650 Ordinary Shares of the Issuer as of December 31, 2024, as reflected in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 7, 2025. | |
| (b) | Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 15,393,839 Ordinary Shares that may be deemed to be beneficially owned by each of them. Each Reporting Person disclaims beneficial ownership of the reported Ordinary Shares except to the extent of such Reporting Person's pecuniary interest therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission that the Reporting Persons constitute a "group" (within the meaning of Section 13(d)(3) of the Exchange Act). | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated April 25, 2019, by and among Pernod Ricard S.A. and Pernod Ricard Deutschland GMBH (incorporated by reference to the Original Schedule 13D to this Schedule 13D filed by the Reporting Persons with the Commission on April 25, 2019).
99.2 Item 2(c) - Schedule 1 | ||
| 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.
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