ZEAL Network SE
Takeover Offer <GB00BHD66J44>; <DE000LTT0243>
Target company: Lotto24 AG; Bidder: ZEAL Network SE
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY
OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.
PUBLICATION PURSUANT TO SECTION 10 PARA. 1 SENTENCE 1 IN CONJUNCTION WITH
SECTIONS 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER
ACT (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
ZEAL Network SE
5th Floor, One New Change, London EC4M 9AF, United Kingdom
registered at Companies House under SE000078
WKN: TPP024
ISIN: GB00BHD66J44
Target company:
Lotto24 AG
Straßenbahnring 11, 20251 Hamburg, Germany
registered in the commercial register of the local court of Hamburg under
HRB 123037
WKN: LTT024
ISIN: DE000LTT0243
The offer document will be published on the internet following approval of
its publication by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) at www.zeal-offer.com.
Information on the bidder:
On 19 November 2018, ZEAL Network SE (‘ZEAL’) decided to offer to all
shareholders of Lotto24 AG (‘Lotto24’) with its registered office in
Hamburg to acquire their no-par value registered shares in Lotto24, each
representing a pro rata amount of the registered share capital of EUR 1.00
(ISIN DE000LTT0243) (the ‘Lotto24 Shares’), by way of a voluntary public
takeover offer in the form of an exchange offer (the ‘ Offer’).
As consideration for each ca. 1.6 tendered shares of Lotto24, ZEAL intends
to offer one new share in ZEAL with a nominal value of EUR 1.00, subject to
the final determination of the minimum prices required by law and the final
terms set forth in the offer document. Independently of the offer, ZEAL
expects to pay an ordinary interim dividend of EUR 1.00 by year-end 2018.
The publication of the offer document by ZEAL will be subject to the
shareholders of ZEAL approving (i) the Offer, including the acquisition of
Lotto24 shares from certain members of the Supervisory Board of ZEAL or
persons connected with them, (ii) the authorisation of the ZEAL Executive
Board to allot a number of shares as required to fund the Offer, and (iii)
a waiver granted by the Panel on Takeovers and Mergers of an obligation of
Günther Group to make, as a consequence of the Offer, a general offer for
the shares in ZEAL which it does not already own.
The Offer will be made in accordance with the conditions to be set forth in
the offer document, including among others a minimum acceptance rate of 50%
plus one share of Lotto24. Furthermore, insofar as legally permissible,
ZEAL reserves the right to deviate in the final terms of the Offer from the
conditions and basic information set forth herein.
Further information on the transaction:
ZEAL today entered into tender agreements with major shareholders of both
Lotto24 and ZEAL, namely Günther Group, Working Capital and Jens Schumann
(a member of the supervisory board of Lotto24) regarding their shares in
Lotto24, covering approximately 65% of the shares and voting rights in
Lotto24. By entering into the tender agreements, these shareholders have
undertaken to tender their shares in Lotto24 into the Offer.
Important note
This announcement is for information purposes only and neither constitutes
an offer to purchase or exchange nor an invitation to sell or to make an
offer to exchange, securities of Lotto24 AG (‘Lotto24’) or ZEAL Network SE
(‘ZEAL’). The final terms and further provisions regarding the public
takeover offer will be disclosed in the offer document once its publication
will have been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). ZEAL reserves
the right to deviate in the final terms and conditions of the public
takeover offer from the basic information described herein. Investors and
holders of securities of Lotto24 are strongly recommended to read the offer
document and all announcements in connection with the public takeover offer
as soon as they are published, as they contain or will contain important
information.
The offer will be made exclusively under the laws of the Federal Republic
of Germany, in particular under the German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer
will not be made pursuant to the provisions of jurisdictions other than
those of the Federal Republic of Germany. Therefore, no other
announcements, registrations, admissions or approvals of the offer outside
of the Federal Republic of Germany have been filed, arranged for or
granted.
The ZEAL shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or with any securities regulatory
authority of any state or any other jurisdiction of the United States of
America (‘USA’). Therefore, subject to certain exceptions, ZEAL shares may
not be offered or sold within the USA or in any other jurisdiction where to
do so would be a violation of applicable law. There is no public offering
of ZEAL shares in the USA.
To the extent this announcement contains forward-looking statements, such
statements do not represent facts. Forward-looking statements include all
matters that are not historical facts. They are characterised by the words
‘expect’, ‘believe’, ‘estimate’, ‘intend’, ‘aim’, ‘assume’, ‘plan’ or
similar expressions. Such statements express the intentions, opinions or
current expectations and assumptions of ZEAL and the persons acting in
conjunction with ZEAL, for example with regard to the potential
consequences of the takeover offer for Lotto24, for those shareholders of
Lotto24 who choose not to accept the takeover offer or for future financial
results of Lotto24. Such forward-looking statements are based on current
plans, estimates and forecasts which ZEAL and the persons acting in
conjunction with it have made to the best of their knowledge, but which do
not claim to be correct in the future. Forward-looking statements are
subject to risks and uncertainties that are difficult to predict and
usually cannot be influenced by ZEAL or the persons acting in conjunction
with it. Actual events or consequences may differ materially from those
contained in or expressed by such forward-looking statements.
This announcement and any materials distributed in connection with this
announcement are not directed to or intended for release, publication or
distribution (in whole or in part) directly or indirectly into or from the
USA or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction, nor are they directed to, or
intended for use by, any person or entity that is a citizen or resident or
located in the USA or in any locality, state, country or other jurisdiction
where such release, distribution, publication, availability or use would
constitute a violation of the relevant laws of such jurisdiction or which
would require any registration or licensing within such jurisdiction.
London, 19 November 2018
ZEAL Network SE
End of WpÜG announcement
The 19.11.2018 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Listed: Bietergesellschaft:
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Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart,
Tradegate Exchange
Zielgesellschaft:
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Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart,
Tradegate Exchange
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