3. SUBSEQUENT EVENTS
IPO of Group subsidiary IONOS Group SE
In an “Intention to Float” (ITF) document published on January 17, 2023, together with its shareholders United Internet (75.1%) and WP XII Venture Holdings II SCSp (24.9%), an affiliate of Warburg Pincus (together “Warburg Pincus”), IONOS Group SE officially announced its plans for an IPO of IONOS. Depending on the market environment, the shares were to be listed on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange in the first quarter of 2023.
In an ad-hoc announcement on January 27, 2023, United Internet and Warburg Pincus announced that they had set the framework for the planned IPO of IONOS Group SE and the admission for trading of its shares on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange. The shares of IONOS Group SE were to be offered in a price range of € 18.50 to € 22.50. United Internet and Warburg Pincus both offered 15% of their shares (i.e., a total of 21,000,000 registered no-par shares), corresponding to 15,771,000 registered no-par shares from the holdings of United Internet and 5,229,000 registered no-par shares from the holdings of Warburg Pincus. Up to 3,150,000 additional registered no-par shares from the holdings of United Internet and Warburg Pincus were available to be offered to cover potential over-allotments (greenshoe).
In an ad-hoc announcement on February 7, 2023, United Internet and Warburg Pincus announced that they had set the final offer price for the shares of IONOS Group SE at € 18.50 per share.
The shares of IONOS Group SE have been listed on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange under the ISIN: DE000A3E00M1, WKN: A3E00M, ticker symbol: IOS since February 8, 2023. Following the IPO of IONOS Group SE, United Internet holds 63.8% and Warburg Pincus 21.2% of shares. A further 15.0% are in free float. United Internet received gross proceeds from the sale of shares of around € 292 million, whereas the total placement volume amounted to around € 389 million.
Capital reduction via cancellation of treasury shares and share buyback offer
On February 14, 2023, the Management Board of United Internet AG decided, with the approval of the Supervisory Board and on the basis of the authorization granted by the Annual Shareholders' Meeting of May 20, 2020 regarding the acquisition and use of treasury shares, to initially cancel 2 million treasury shares and to reduce the capital stock of United Internet AG by € 2 million from € 194 million to € 192 million. The number of shares issued decreased accordingly by 2 million shares, from 194 million shares to 192 million shares. The pro-rata amount of the capital stock that the issued shares represent remains unchanged at € 1 per share. The cancellation of the treasury shares serves to increase the proportionate participation of United Internet shareholders. Following the cancellation of the aforementioned two million shares, United Internet AG initially held 5,284,109 treasury shares. This corresponded to approx. 2.75% of the Company’s capital stock.
Furthermore, the Management Board of United Internet AG also decided on February 14, 2023, 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 13.9 million shares at a price of € 21.00 per share. The total volume of the share buyback offer therefore amounted to up to € 291.9 million. With the public share buyback offer, United Internet AG made use of the authorization granted by the Annual Shareholders' Meeting of the Company on May 20, 2020, under which up to 10% of the Company’s capital stock could 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 Shareholders' Meeting of May 20, 2020. The shares may also be canceled.
In the course of the public share buyback offer, a total of 27,553,147 shares were tendered to the Company by the end of the offer period. The offer was based on the buyback of up to 13.9 million shares in total. As the total number of shares for which the offer was accepted exceeded this maximum amount, the declarations of acceptance were considered on a pro rata basis, i.e., corresponding to the ratio of the maximum number of United Internet shares to be purchased pursuant to this offer, i.e., 13.9 million United Internet shares, to the aggregate number of United Internet shares tendered by United Internet shareholders for buyback.
Upon completion of the capital reduction resolved by the Management Board on February 14, 2023, with the approval of the Supervisory Board, by means of canceling 2 million treasury shares, and the buyback of 13,899,596 shares (without fractional amounts) as part of the public share buyback offer to the shareholders of United Internet AG, United Internet now holds 19,183,705 treasury shares, corresponding to 9.99% of the current capital stock of 192 million shares. In view of the offer price of € 21.00 per United Internet share, the purchase price for the buyback of 13,899,596 shares in total amounted to € 291.9 million.
Complaint filed with Federal Cartel Office
On February 24, 2023, 1&1 filed a complaint with Germany’s Federal Cartel Office. The subject of the complaint is what 1&1 considers to be ongoing obstructions to the rollout of its 5G mobile network by Vodafone GmbH. From 1&1’s point of view, this is delaying the rollout of its own network, but is not having any significant financial impact.
Despite the current delay in the rollout of antenna locations, 1&1 is still pursuing its goal of achieving coverage of at least 50 percent of households before 2030. To this end, further partners have been acquired for the network rollout. The Company therefore expects to make up for the delays in the course of the rollout phase.
Change in Management Board
On March 10, 2023, United Internet announced that Mr. Martin Mildner, Chief Financial Officer (CFO) of United Internet AG, was to leave United Internet AG at his own request on March 31, 2023. The Chairman of the Supervisory Board, Philipp von Bismarck, and CEO Ralph Dommermuth regret this decision.
Martin Mildner’s successor as CFO of United Internet AG as of April 1, 2023 will be Ralf Hartings, who has been active for the United Internet Group since 2021 as CFO of 1&1 Mail & Media SE and will step down from this position on March 31, 2023. Ralf Hartings has many years of experience working in the telecommunication sector, including 15 years of international experience for Vodafone and Verizon Wireless in the USA.
In addition to the main responsibilities of his position as CFO, Martin Mildner was also responsible for the shared services of United Internet AG. This responsibility will be transferred to Markus Huhn as of April 1, 2023, when he joins Ralph Dommermuth and Ralf Hartings as a further member of the Management Board. Markus Huhn has already been working for the United Internet Group for 28 years and has been a CFO since 2008. Mr. Huhn will continue to be CFO of 1&1 AG in addition to his new role.
There were no other significant events subsequent to the end of the reporting period on December 31, 2022 which had a material effect on the financial position and performance or the accounting and reporting of the parent company or the Group.
Information on the economic position of the Group and Company at the time of preparing this Management Report are provided in chapter 4.3 “Forecast report”.