Ad-hoc Disclosure acc. to Art. 17 MAR: Resolutions to reduce capital by cancelling own shares and to make a public share buyback offer
NOT TO BE TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTIONS IN WHICH SUCH TRANSMISSION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE REFER TO THE IMPORTANT NOTES AT THE END OF THIS AD-HOC NOTIFICATION.
Publication of inside information pursuant to Article 17 (1) of Regulation (EU) 596/2014 on market abuse (Market Abuse Regulation – MAR)
United Internet AG: Resolutions to reduce capital by cancelling own shares and to make a public share buyback offer
Montabaur, February 14, 2023. The Management Board of United Internet AG decided today, with the approval of the Supervisory Board and on the basis of the authorization granted by the Annual General Meeting on May 20, 2020, regarding the acquisition and use of treasury shares, initially to cancel 2,000,000 treasury shares and to reduce the share capital of United Internet AG by EUR 2,000,000.00 from EUR 194,000,000.00 to EUR 192,000,000.00. The number of shares issued will decrease accordingly by 2,000,000 shares, from 194,000,000 shares to 192,000,000 shares. The pro-rata amount of the share capital that the issued shares represent remains unchanged at EUR 1 per share.
The cancellation of the treasury shares serves to increase the proportionate participation of United Internet shareholders.
Furthermore, the Management Board of United Internet AG decided today, with the approval of the Supervisory Board, to make a public share buyback offer to the shareholders of United Internet AG for a total of up to 13,900,000 shares at a price of EUR 21.00 per share. The total volume of the share buyback offer therefore amounts to up to EUR 291,900,000.
With the public share buyback offer resolved today, United Internet AG makes use of the authorization granted by the Annual General Meeting of the company on May 20, 2020, under which up to 10% of the company's share capital may be bought back by August 31, 2023. The shares bought back may be used for all of the purposes permitted under the authorization granted by the Annual General Meeting of May 20, 2020. The shares may also be cancelled.
Following the cancellation of 2,000,000 shares as decided today, United Internet AG will initially hold 5,284,109 treasury shares. This corresponds to approx. 2.75 % of the company's share capital.
More details on the public share buyback offer are included in the offer document, which will be published on the website of United Internet AG (www.united-internet.de) under the heading "Investor Relations – Offer 2023" prior to the start of the offer period and, thereafter, in the Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de).
Disclaimer
This notification may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This notification is not directed at, or intended to be transmitted to or used by, any person who is a national or resident of, or located in, any state, country or other jurisdiction where the transmission, publication, use or making available of this notification would violate applicable law or would require a registration or license within such jurisdiction.
Neither this notification nor its content may be published, sent, distributed or disseminated in the United States of America by use of any postal service or by any other means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, but is not limited to, fax transmission, electronic mail, telex, telephone and the Internet. Copies of this notification and other related documents may not be sent or transmitted to or within the United States of America either.
This notification does not constitute an offer for the purchase of securities, or a solicitation to make an offer for the purchase of securities, of the company in the United States of America, Germany or any other jurisdiction.
This notification contains forward-looking statements. These statements are based on the current views, expectations and assumptions of United Internet AG's management and entail known and unknown risks and uncertainties that may cause the actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. The actual results, performance or events may differ materially from those described therein due to, among other things, changes in the general economic environment or competitive situation, risks associated with capital markets, foreign exchange rate fluctuations and competition from other companies, changes in a foreign or domestic legal system, particularly with respect to the tax environment, that affect United Internet AG, or other factors. United Internet AG assumes no obligation to update forward-looking statements.