Zeal Network SE — M&A Activity 2018

Nov 19, 2018

News Details

Takeover Bids | 19 November 2018 08:16

Takeover Offer ;

Target company: Lotto24 AG; Bidder: ZEAL Network SE

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder 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.

PUBLICATION PURSUANT TO SECTION 10 PARA. 1 SENTENCE 1 IN CONJUNCTION WITH

SECTIONS 29 PARA. 1, 34 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER

ACT (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

ZEAL Network SE

5th Floor, One New Change, London EC4M 9AF, United Kingdom

registered at Companies House under SE000078

WKN: TPP024

ISIN: GB00BHD66J44

Target company:

Lotto24 AG

Straßenbahnring 11, 20251 Hamburg, Germany

registered in the commercial register of the local court of Hamburg under

HRB 123037

WKN: LTT024

ISIN: DE000LTT0243

The offer document will be published on the internet following approval of

its publication by the German Federal Financial Supervisory Authority

(Bundesanstalt für Finanzdienstleistungsaufsicht) at www.zeal-offer.com.

Information on the bidder:

On 19 November 2018, ZEAL Network SE (‘ZEAL’) decided to offer to all

shareholders of Lotto24 AG (‘Lotto24’) with its registered office in

Hamburg to acquire their no-par value registered shares in Lotto24, each

representing a pro rata amount of the registered share capital of EUR 1.00

(ISIN DE000LTT0243) (the ‘Lotto24 Shares’), by way of a voluntary public

takeover offer in the form of an exchange offer (the ‘ Offer’).

As consideration for each ca. 1.6 tendered shares of Lotto24, ZEAL intends

to offer one new share in ZEAL with a nominal value of EUR 1.00, subject to

the final determination of the minimum prices required by law and the final

terms set forth in the offer document. Independently of the offer, ZEAL

expects to pay an ordinary interim dividend of EUR 1.00 by year-end 2018.

The publication of the offer document by ZEAL will be subject to the

shareholders of ZEAL approving (i) the Offer, including the acquisition of

Lotto24 shares from certain members of the Supervisory Board of ZEAL or

persons connected with them, (ii) the authorisation of the ZEAL Executive

Board to allot a number of shares as required to fund the Offer, and (iii)

a waiver granted by the Panel on Takeovers and Mergers of an obligation of

Günther Group to make, as a consequence of the Offer, a general offer for

the shares in ZEAL which it does not already own.

The Offer will be made in accordance with the conditions to be set forth in

the offer document, including among others a minimum acceptance rate of 50%

plus one share of Lotto24. Furthermore, insofar as legally permissible,

ZEAL reserves the right to deviate in the final terms of the Offer from the

conditions and basic information set forth herein.

Further information on the transaction:

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.

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.

London, 19 November 2018

ZEAL Network SE

End of WpÜG announcement

The 19.11.2018 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Bietergesellschaft:

Regulierter Markt in Frankfurt (Prime

Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart,

Tradegate Exchange

Zielgesellschaft:

Regulierter Markt in Frankfurt (Prime

Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart,

Tradegate Exchange