DGAP-Adhoc: United Internet Resolves Cash Capital Increase


United Internet AG  / Key word(s): Capital Increase

15.09.2014 17:40

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION; PUBLICATION OR FORWARDING; EITHER DIRECTLY OR
INDIRECTLY; IN OR TO THE UNITED STATES OF AMERICA; CANADA; AUSTRALIA; JAPAN
OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD
BE UNLAWFUL.


Montabaur, Germany, September 15, 2014. Today, the management board of
United Internet AG, with the approval of the supervisory board, resolved on
a capital increase against cash contributions through partial use of its
authorized capital. The share capital of the Company will be increased from
EUR 194,000,000.00 to up to EUR 205,000,000.00 by issuing up to 11,000,000
new ordinary registered shares (Stückaktien) against cash contributions
under the exclusion of shareholders' subscription rights (this corresponds
to approximately 5.7% of the current share capital).

The new shares will be offered exclusively in a private placement by way of
an accelerated bookbuilding process to institutional investors. The private
placement begins on September 15, 2014 and ends on September 16, 2014 (at
the latest).

The management board will determine the number of shares to be issued and
the placement price following the conclusion of the accelerated
bookbuilding process. The number of shares to be issued and the placement
price are expected to be announced on September 16, 2014.

It is expected that the new shares will be admitted to trading without a
prospectus on September 17, 2014 and will be included in the existing
quotation in the sub-segment of the regulated market with additional
post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange
and will carry full dividend rights as of January 1, 2014.

The net proceeds from the capital increase will be used to increase the
financial flexibility in the context of corporate financing.

J.P. Morgan is acting as Bookrunner and HSBC as Co-Bookrunner in connection
with the placement.


Contact:
Maika-Alexander Stangenberg
Head of Corporate Communications & Public Affairs
United Internet AG 
Elgendorfer Strasse 57
56410 Montabaur, Germany
Tel: +49 (0)2602/96-1076 
Fax: +49 (0)2602/96-1013 
E-mail: mstangenberg@united-internet.de
Internet: www.united-internet.de

ISIN: DE0005089031
WKN: 508903
Indices: TecDAX
Stock Exchanges: Regulated Market in Berlin, Frankfurt (Prime Standard);
   Open Market in Dusseldorf, Hamburg, Hanover, Munich, Stuttgart


This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States of America (including its territories
and possessions), Canada, Japan or Australia or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
who are in possession of this document or other information referred to
herein should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

This publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of United Internet AG or of
any of its subsidiaries in the United States of America, Germany or any
other jurisdiction. Neither this announcement nor anything contained herein
shall form the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. The securities referred to
herein may not be offered or sold in the United States of America in the
absence of registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The securities
of United Internet AG have not been, and will not be, registered under the
Securities Act.

In the United Kingdom, this document is only directed at persons who (i)
are investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of
the Order (high net worth companies, unincorporated associations, etc.)
(all such persons together being referred to as "Relevant Persons"). This
document must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this document
relates is available only to Relevant Persons and will be engaged in only
with Relevant Persons.

In member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive (each, a "Relevant Member State"),
this announcement and any offer, if made subsequently, is directed
exclusively at persons who are "qualified investors" within the meaning of
the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.

No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.

This announcement does not constitute a recommendation concerning the
placement of securities described in this announcement (the "Placement").
Investors should consult a professional advisor as to the suitability of
the Placement for the person concerned.

J.P. Morgan Securities plc is acting as Bookrunner und HSBC Trinkaus &
Burkhardt AG is acting as Co-Bookrunner (the "Bookrunners") exclusively for
United Internet AG in connection with the Placement. They will not regard
any other person as their respective client in relation to the Placement
and will neither be responsible nor provide protection to anyone other than
United Internet AG, nor will they provide advice to anyone other than
United Internet AG in relation to the Placement, the contents of this
announcement or any other matter referred to herein.

In connection with the Placement, the Bookrunners and any of their
affiliates, acting as investors for their own accounts, may subscribe for
or purchase securities of United Internet AG and may otherwise deal for
their own accounts. Accordingly, references to the securities being issued
or sold should be read as including any issue, offer or sale to the
Bookrunners and any of their affiliates acting as investors for their own
accounts. In addition, the Bookrunners or their respective affiliates may
enter into financing arrangements and swaps with investors in connection
with which the Bookrunners (or their affiliates) may from time to time
acquire, hold or dispose of United Internet AG's shares. The Bookrunners do
not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.

None of the Bookrunners or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied,
as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or, with limited exception, other information relating to
United Internet AG, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.


15.09.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      United Internet AG
              Elgendorfer Straße 57
              56410 Montabaur
              Germany
Phone:        +49 (0)2602 / 96 - 1100
Fax:          +49 (0)2602 / 96 - 1013
E-mail:       info@united-internet.de
Internet:     www.united-internet.de
ISIN:         DE0005089031
WKN:          508903
Indices:      TecDAX
Listed:       Regulierter Markt in Berlin, Frankfurt (Prime Standard);
              Freiverkehr in Düsseldorf, Hamburg, Hannover, München,
              Stuttgart
 
End of Announcement                             DGAP News-Service
 
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