DGAP-Adhoc

Telefónica Deutschland Holding AG: Telefónica Deutschland Holding AG sets the conditions for the cash capital increase for the partial financing of the acquisition of E-Plus - subscription period is expected to start on September 10, 2014

Telefónica Deutschland Holding AG / Key word(s): Capital Increase

08.09.2014 21:17

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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Telefónica Deutschland Holding AG sets the conditions for the cash capital
increase for the partial financing of the acquisition of E-Plus -
subscription period is expected to start on September 10, 2014

THIS AD HOC RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING
ISSUED AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA; SOUTH AFRICA OR JAPAN.

Telefónica Deutschland Holding AG is beginning with the implementation of
the cash capital increase for the partial financing of the cash
consideration for the acquisition of E-Plus resolved upon by the general
meeting on May 20, 2014. To this end, the management board, with the
consent of the supervisory board, today set the subscription price and
further details of the execution of the cash capital increase with
subscription rights. It is intended to raise gross issue proceeds of
approximately EUR 3.62 billion. These are intended to be used to pay the
cash consideration for the acquisition of E-Plus.

In total, Telefónica Deutschland Holding AG is issuing 1,116,945,400 new
shares in the rights issue, which are endowed with full dividend rights as
of January 1, 2014. The subscription price of the new shares is EUR 3.24
per share, which implies a discount to TERP (the theoretical ex-rights
price) of 28.32%. The new shares will be offered to the shareholders in the
ratio 1 to 1. This means that one outstanding share entitles the holder to
subscribe for one new share. The subscription period is expected to start
on September 10, 2014 and run until (and including) September 23, 2014.
From September 10, 2014 to September 19, 2014, the subscription rights will
be traded on the regulated market of the Frankfurt Stock Exchange (ISIN
DE000A12UKL4 / WKN A12UKL). The new shares are expected to be included in
the stock exchange trading of the shares in the Company on the regulated
market of the Frankfurt Stock Exchange (Prime Standard) on September 25,
2014.

The Company will publish a securities prospectus following the approval by
the German Federal Financial Supervisory Authority expected for September
9, 2014 which will form the basis of the subscription offer. This