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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: +44 (0)7976 872 861
matt.drage@zeal-network.co.uk
Lutz Golsch, FTI Consulting
T: +49 69 920 37 110
M: +49 173 6517710
lutz.golsch@fticonsulting.com
_Investors:_
Frank Hoffmann
Investor Relations Manager, ZEAL Network
T: +44 (0) 20 3739 7123
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.
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)
