|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
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) |
| 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) |
| 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)
☐ |
| 6 |
Citizenship or place of organization
FRANCE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
15,393,839.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
15,393,839.00 |
| 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 |
| 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
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
15,393,839.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
15,393,839.00 |
| 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 |
| 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.
|
Pernod Ricard S.A. |
| Signature: | /s/ Anne-Marie Poliquin | |
| Name/Title: | Anne-Marie Poliquin/ EVP, Legal and Compliance | |
| Date: | 04/11/2025 |
Pernod Ricard Deutschland GmbH |
| Signature: | /s/ Julien Hemard | |
| Name/Title: | Julien Hemard / Managing Director | |
| Date: | 04/11/2025 |
Cleary Pernard Richard SC-13DA
Exhibit 99.2
Schedule 1
CONTROL PERSONS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
The name, business address, country of citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and other control persons of the Reporting Persons are set forth below:
Pernod Ricard S.A.
|
Name and Business Address |
Country of Citizenship |
Capacity in which serves the Reporting Persons |
Principal Occupation | Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | ||||
| Alexandre Bernard Cyrus Ricard | French | Chairman & Chief Executive Officer | Chairman & Chief Executive Officer | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Hélène de Tissot | French | EVP, Finance & IT | EVP, Finance & IT | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Maria Pia de Caro | Belgian and Italian | EVP, Integrated Operations & S&R | EVP, Integrated Operations & S&R |
Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Anne-Marie Poliquin | Canadian and French | EVP, Legal and Compliance | EVP, Legal and Compliance | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Cédric Ramat | French | EVP, Human Resources | EVP, Human Resources | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Conor McQuaid | Irish | Chairman & CEO Pernod Ricard USA | Chairman & CEO Pernod Ricard USA | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Gilles Bogaert | French | EVP, Global Markets | EVP, Global Markets | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Philippe Guettat | French | EVP, Global Brands | EVP, Global Brands | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Brice Thommen | Swiss | Director representing the employees | Digital Transformation Project Manager | Pernod Ricard France, 10, place de la Joliette, 13002 Marseille, France | ||||
| Carla Machado Leite | Portuguese | Director representing the employees | International Sales Manager | Pernod Ricard Portugal, Quinta da Fonte - Edif. D. Diniz Rua dos Malhões, 2-3°, 2770-071 Paço de Arcos, Portugal | ||||
| Patricia Ricard Giron | French | Permanent Representative of Société Paul Ricard, member of the Board of Directors | Chairman of the board of directors of the Institut Océanographique Paul Ricard | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France |
|
Name and Business Address |
Country of Citizenship |
Capacity in which serves the Reporting Persons |
Principal Occupation | Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | ||||
| Patricia Barbizet | French | Lead Independent Director | Director | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Virginie Fauvel | French | Independent Director | Chief Executive Officer of Harvest SAS | Harvest, 5, rue de la Baume, 75008 Paris, France | ||||
| César Giron | French | Director | Chairman & CEO of Martell Mumm Perrier-Jouët | Martell Mumm Perrier-Jouët, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Max Koeune | Luxembourg | Independent Director | CEO & Director ofMcCain Foods Limited | 439 King Street West 5th Floor – Toronto CA – Ontario M5V 1K4 (Canada) | ||||
| Ian Luc Henri Jean Gallienne | French | Director | Chief Executive Officer of Groupe Bruxelles Lambert | Groupe Bruxelles Lambert 24 Avenue Marnix BE 1000 Brussels, Belgium | ||||
| Philippe Petitcolin | French | Independent Director | Chairman of KNDS | Nexter, 13, route de la Minière, 78034 Versailles, France | ||||
| Veronica Vargas | Spanish | Director | Permanent representative of Rigivar SL | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Kory Sorenson | British | Independent Director | Director and Chair of the Audit Committee of SGS SA | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Anne Lange | French | Independent Director | Director of Orange and Peugeot Invest | Pernod Ricard, 5 cours Paul Ricard, 75008 Paris, France | ||||
| Namita Shah | Indian | Independent Director | Member of the Executive Committee of TotalEnergies, Chairwoman of the TotalEnergies Corporate Foundation SE | TotalEnergies SE, 2, place Jean Millier, 92078 Paris La Défense, France |
| CUSIP No. 48138M105 | Schedule 13D | Page 10 of 10 |
Pernod Ricard Deutschland GmbH
| Name and Business Address | Country of Citizenship | Capacity in which serves the Reporting Persons | Principal Occupation | Name, Principal Business and Address of Organization in which Principal Occupation is Conducted | ||||
| Julien Hemard | France | Managing Director (Geschäftsführer) | Managing Director / CEO | Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany | ||||
| Joëlle Ferran | France | Managing Director (Geschäftsführer) | Chief Financial Officer | Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany | ||||
| Benjamin Franke | Germany | Officer with Statutory Authority (Prokurist) | Marketing Director | Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany | ||||
| Mario Richertzhagen | Germany | Officer with Statutory Authority (Prokurist) | HR Director | Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany | ||||
| Wolf Geiling-Ramus | Germany | Officer with Statutory Authority (Prokurist) | Head of Key Account | Pernod Ricard Deutschland GmbH, Habsburgerring 2, 50674 Cologne, Germany |