REG-ZEAL Network SE Public takeover offer by ZEAL Network SE for Lotto24 AG

ZEAL Network SEAnnouncement

19/11/2018 07:20

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   ZEAL Network SE (-)
   Public takeover offer by ZEAL Network SE for Lotto24 AG

   19-Nov-2018 / 08:18 CET/CEST
   Dissemination of a Regulatory Announcement that contains inside
   information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
   EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   Public takeover offer by ZEAL Network SE for Lotto24 AG

   ZEAL Network SE ('ZEAL') today announced an all-share voluntary takeover
   offer (the 'Offer') for Lotto24 AG ('Lotto24').

   The offer consideration will reflect the ratio of the volume-weighted
   average share prices of both Lotto24 and ZEAL over the past three months
   before announcement of the transaction. Subject to the final determination
   of the minimum prices required by law and the final terms set forth in the
   offer document, ZEAL intends to offer one new ZEAL share with a nominal
   value of EUR 1.00 as consideration in exchange for each ca. 1.6 tendered
   shares of Lotto24. Independently of the offer, ZEAL expects to pay an
   ordinary interim dividend of EUR 1.00 by year-end 2018.

   ZEAL has held initial, constructive conversations with Lotto24 and looks
   forward to further engage with the management to achieve a successful
   combination of the businesses.

   In addition, 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.

   The Offer will be made in accordance with the conditions to be set forth
   in the offer document, among others a minimum acceptance rate of 50% plus
   one share of Lotto24. Further details of the Offer and its terms,
   including the acceptance period, will be contained in the offer document.
   ZEAL expects that the offer document will be published on the website
   www.zeal-offer.com at the beginning of January 2019.

   ZEAL will propose to its shareholders to approve the Offer, including the
   acquisition of Lotto24 shares from certain members of the Supervisory
   Board of ZEAL or persons connected with them, and authorise the Executive
   Board to allot a number of shares as required to fund the Offer. As
   Günther Group has made it a condition to its tender agreement with ZEAL
   that it will not, as a consequence of the Offer, be subject to a legal
   obligation to make a general offer for the shares in ZEAL which it does
   not already own at that time, ZEAL will furthermore propose to its
   shareholders to approve the waiver of such obligation granted by the Panel
   on Takeovers and Mergers. The ZEAL shareholder approvals will be a
   condition for ZEAL to publish the offer document.

   Upon completion of the Offer, and consistent with its renewed strategy to
   focus on locally-licensed businesses, ZEAL intends to transform its German
   secondary lottery business into a licensed online brokerage model after
   reacquiring control of its consolidated participations myLotto24 Ltd. and
   Tipp24 Services Ltd. and to relocate to Germany.

   Contact:
   Frank Hoffmann, CEFA
   Investor Relations

   ZEAL
   5th Floor - One New Change
   London EC4M 9AF

   T +44 (0) 20 3739-7123
   F +44 (0) 20 3739-7199

   frank.hoffmann@zeal-network.co.uk

   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.

   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.

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   ISIN:           GB00BHD66J44
   Category Code:  ACQ
   TIDM:           -
   LEI Code:       391200EIRBXU4TUMMQ46
   OAM Categories: 2.2. Inside information
   Sequence No.:   6580
   EQS News ID:    747791


    
   End of Announcement EQS News Service

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