19.11.2018 15:56:30
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DGAP-WpÜG: 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. --------------------------------------------------------------------------- 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. CORRECTION OF THE 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 - 'BaFin') at www.zeal-offer.com. Information on the bidder: On 19 November 2018, ZEAL Network SE ('ZEAL') announced its decision 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') 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), by way of a voluntary public takeover offer in the form of an exchange offer (the ' Offer') (the 'Original Announcement'). The Original Announcement stated that the publication of the offer document by ZEAL would be subject to certain resolutions of the shareholders of ZEAL relating to the prerequisites of the Offer. ZEAL would like to point out in this context that the respective resolutions are, in the view of ZEAL, necessary prerequisites for the successful implementation of the Offer but are not conditions in the sense of the WpÜG, and that the obligation to submit an offer document to BaFin and to publish it as required by section 14 para 2, sentence 1 WpÜG exists independently of these prerequisites being met. The Original Announcement shall otherwise remain unaffected. 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 --------------------------------------------------------------------------- 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
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