Other transactions that had no effect on the composition of the Group
OTE share buy-back
As a consequence of a share buy-back program implemented between March 4, 2020 and October 31, 2020, OTE acquired a total of 9,965,956 treasury shares with an aggregate value of EUR 121 million. The extraordinary shareholders’ meeting of OTE S.A. on December 4, 2020 resolved to withdraw 9,965,956 shares from circulation with a corresponding capital reduction of around EUR 28 million. The shares were retired from the Athens Stock Exchange on January 15, 2021. As a result, Deutsche Telekom’s share in OTE increased from 46.91 % to 47.90 %.
In addition, between November 1, 2020 and April 30, 2021, OTE acquired another 3,469,500 of its own shares with an aggregate value of EUR 47 million as part of the continued share buy-back program. The shareholders’ meeting of OTE S.A. on June 9, 2021 resolved to retire 3,469,500 treasury shares with a corresponding capital reduction of around EUR 10 million. The shares were retired from the Athens Stock Exchange on July 19, 2021. As a result, Deutsche Telekom’s share in OTE increased from 47.90 % to 48.29 %.
Increase in Deutsche Telekom’s stake in T‑Mobile US in a deal positioning SoftBank as a new shareholder and strategic partner
On September 6, 2021, Deutsche Telekom and SoftBank Group (SoftBank) agreed a two-part transaction. This deal is in line with Deutsche Telekom’s strategy of increasing its stake in T‑Mobile US to more than 50 % in order to secure its existing entrepreneurial control over the U.S. company and full consolidation in the long term.
In the deal, Deutsche Telekom acquired a total of around 45.4 million T‑Mobile US shares from SoftBank. To this end Deutsche Telekom exercised, on September 23, 2021, a portion of the stock options it had received from SoftBank in June 2020 to purchase shares in T‑Mobile US. SoftBank received in return 225 million new shares in Deutsche Telekom AG from the 2017 Authorized Capital, excluding subscription rights for existing shareholders. The capital increase against a non-cash contribution amounted to EUR 576 million. The capital increase of Deutsche Telekom AG was carried out with effect upon entry into the commercial register on September 28, 2021. As a result of this transaction, SoftBank is a shareholder in Deutsche Telekom AG with around 4.5 % of the outstanding shares. In connection with the exercise of the existing stock options, the weighted average price for the total around 45.4 million T‑Mobile US shares acquired as part of this share swap calculates to around USD 118 per T‑Mobile US share. For the 225 million Deutsche Telekom shares received by SoftBank, which are subject to a lock-up until 2024, the two companies agreed a value of EUR 20 per share. This capital increase against a non-cash contribution brings the number of outstanding shares of Deutsche Telekom AG up from 4,761 million shares to 4,986 million shares. Upon its completion, the transaction raised Deutsche Telekom’s stake in T‑Mobile US by 3.6 percentage points to 46.8 %. The fair value of the consideration transferred to SoftBank (within the meaning of the IFRSs) amounts to EUR 4.8 billion and is measured based on Deutsche Telekom AG’s share price on the date the shares were transferred to SoftBank and on the fair value of the stock options exercised on the date of exercise. The percentage of T‑Mobile US shares for which Deutsche Telekom can exercise voting rights, including an agreement concluded with SoftBank in connection with the acquisition of Sprint, amounted to 52.0 % as of December 31, 2021. The aim is to support SoftBank in their efforts to take a seat on Deutsche Telekom AG’s Supervisory Board.
For the presentation of the effects in connection with the capital increase against a non-cash contribution and the partial exercising and subsequent measurement of the stock options, please refer to the Notes 19 “Shareholders’ equity,” 11 “Other financial assets,” and 40 “Financial instruments and risk management.”
Deutsche Telekom is also weighing plans to invest up to USD 2.4 billion (around EUR 2.1 billion) of the proceeds from the planned sale of T‑Mobile Netherlands, which was agreed on September 6, 2021, to exercise further fixed-price and variable stock options to purchase T‑Mobile US shares. These depend, in half, on the average share price of T‑Mobile US, and a fixed price has been set for the other half. This would further increase Deutsche Telekom’s stake in T‑Mobile US by approximately 1.6 percentage points, depending on the number of shares to be acquired. Deutsche Telekom expects its total stake to be around 48.4 % upon completion of these two transactions.