Not for distribution or release in or into the United States of America, Australia, Canada or Japan, or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
(Hamburg, 14 July 2015) Lotto24 AG has increased its share capital by EUR 2,195,899 from EUR 21,958,991 to EUR 24,154,890 against cash contributions through the partial exercise of the company’s Authorised Capital as adopted by the Annual General Meeting of 12 May 2015 and under the exclusion of shareholder subscription rights. The 2,195,899 new, registered, no-par value shares were placed entirely with two significant investors of Lotto24 AG, Othello Vier Beteiligungs GmbH & Co. KG, a company of the Günther Group, as well as Jens Schumann, at a price of EUR 3.49 per new share. The placement price exceeds the volume weighted average price of the Lotto24 shares over the three trading days prior to the capital increase by more than 10%.
The new shares are expected to be admitted for trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange without publication of a prospectus at the end of October 2015. M.M.Warburg & CO (AG & Co.) KGaA has advised on the capital increase.
The Company will receive gross proceeds from the capital increase of nearly EUR 7.7 million. Lotto24 AG intends to use the net proceeds from the capital increase to expand its business. Subject to an unchanged regulatory environment and depending on the jackpot, competition and market situation, the Company believes that it will require no or only minor additional funding until reaching a break-even.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Disclaimer
This ad-hoc announcement does not constitute an offer of securities or a solicitation of an offer to purchase securities in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of Lotto24 AG may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the ‘Securities Act’). The securities of Lotto24 AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the ‘Order’) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) (all such persons together being referred to as ‘Relevant Persons’). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area (‘EEA’) which have implemented the Prospectus Directive (each, a ‘Relevant Member State’), this announcement and any offer if made subsequently is directed exclusively at persons who are ‘qualified investors’ within the meaning of the Prospectus Directive (‘Qualified Investors’). For these purposes, the expression ‘Prospectus Directive’ means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State).
No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
