REG-ZEAL Network SE ZEAL SHAREHOLDERS APPROVE RESOLUTIONS FOR LOTTO24 TAKEOVER OFFER

ZEAL Network SEAnnouncement

18/01/2019 10:10

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   ZEAL Network SE (-)
   ZEAL SHAREHOLDERS APPROVE RESOLUTIONS FOR LOTTO24 TAKEOVER OFFER

   18-Jan-2019 / 11:09 CET/CEST
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer 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.

   Press release

   ZEAL SHAREHOLDERS APPROVE RESOLUTIONS FOR LOTTO24 TAKEOVER OFFER

   (London, 18 January 2019)

   ZEAL Network SE ('ZEAL') today announced that, at a General Meeting in
   London, shareholders voted to approve necessary preconditions for the
   planned all-share takeover offer for Lotto24 AG ('Lotto24'). Shareholders
   voted 60% in favour of the required capital increase.

   Dr Helmut Becker, CEO, ZEAL, said: 'Our plan to reunite ZEAL and Lotto24
   offers a fantastic opportunity for sustainable growth and creates
   significant value - for shareholders of both companies, customers and the
   German Federal States and their lottery beneficiaries. We are pleased that
   ZEAL's shareholders share our vision and today approved the important
   preconditions which now enable us to make our offer for Lotto24. We look
   forward to launching our offer to Lotto24 shareholders shortly and to
   bringing our organisations together. The combination of ZEAL and Lotto24
   will create the leading private digital lottery broker in Germany, setting
   us up for strong growth in Germany and internationally.'

   Shareholders also voted to waive the requirement on Günther Group (which
   will own more than 30% of the combined group after completion) to make a
   full takeover offer for ZEAL. Shareholders voted 51% in favour of the
   waiver. Günther Group were not able to vote on this particular resolution.

   ZEAL will announce the beginning of the acceptance period for the takeover
   offer following approval of the Offer Document by the German Federal
   Financial Supervisory Authority (BaFin). The company expects that the
   acceptance period will start by the end of January 2019.

   ENDS

   Contacts:

   Media:
   Matt Drage
   Head of Corporate Communications, ZEAL Network
   T: +44 (0)7976 872 861
    1 matt.drage@zeal-network.co.uk

   Lutz Golsch, FTI Consulting
   T: +49 69 920 37 110
   M: +49 173 6517710
    2 lutz.golsch@fticonsulting.com

   Investors:
   Frank Hoffmann
   Investor Relations Manager, ZEAL Network
   T: +44 (0) 20 3739 7123
    3 frank.hoffmann@zeal-network.co.uk

   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 release and any materials distributed in connection with this release
   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: MSCM
   TIDM:          -
   LEI Code:      391200EIRBXU4TUMMQ46
   Sequence No.:  7193
   EQS News ID:   767425


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:matt.drage@zeal-network.co.uk
   2. mailto:lutz.golsch@fticonsulting.com
   3. mailto:frank.hoffmann@zeal-network.co.uk


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