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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.
*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.
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
(END) Dow Jones Newswires
November 19, 2018 02:18 ET (07:18 GMT)
