ZEAL Network SE: ZEAL Shareholdes Approve Resolutions fo Lotto24 Takeover Offer

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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. 
 
 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: [phone] 
[e-mail] 
 
Lutz Golsch, FTI Consulting 
T: [phone] 
M: [phone] 
[e-mail] 
 
_Investors:_ 
Frank Hoffmann 
Investor Relations Manager, ZEAL Network 
T: [phone] 
[e-mail] 
 
*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. 
 
ISIN:          GB00BHD66J44 
Category Code: MSCM 
TIDM:          - 
LEI Code:      391200EIRBXU4TUMMQ46 
Sequence No.:  7193 
EQS News ID:   767425 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

January 18, 2019 05:09 ET (10:09 GMT)