Tipp24 plans spinning off German business into independent listed company Lotto24 AG

Apr 20, 2012 7:25 PM

Tipp24 SE  / Key word(s): Dividend/Letter of Intent

20.04.2012 19:25

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Tipp24 SE intends to spin off its German lottery brokerage business
launched in February 2012 under the Lotto24 brand from the Tipp24 Group and
to transfer it to a public limited company to be listed in the Prime
Standard segment of the Frankfurt Stock Exchange. The Executive Board and
Supervisory Board will therefore propose to the Annual General Meeting of
Tipp24 SE to distribute the shares in the future Lotto24 AG (formerly
Tipp24 Deutschland GmbH) to all shareholders in a 1-to-1 ratio as a
dividend in kind. Each shareholder of Tipp24 SE would therefore receive a
Lotto24 share for each Tipp24 share held by it.For this reason the
Executive Board has, as part of a change in the annual financial statement
and annual consolidated financial statement, dissolved a free capital
reserve, resulting in a statutory net profit of EUR 26.36m. Of this amount
EUR 19.97m have been allocated to the dividend in kind suggested for
distribution. The remaining amount due shall be carried forward onto new

Tipp24 SE expects that a continued legal connection between the future
Lotto24 AG and Tipp24 SE or its fully consolidated minority holdings may
jeopardize permit application processes needed to resume German operations.
Tipp24 SE believes that the planned transaction will help avoid such
negative reciprocal effects. Lotto24 AG will focus on brokering state
lotteries in Germany, while Tipp24 SE will focus on the expansion of its
foreign business. In particular, the Tipp24 SE intends to establish a new
international business division providing internet services for lottery

In connection with the planned distribution of a dividend in kind and
initial listing of Lotto24 AG shares, Lotto24 AG is also to receive
sufficient funds to guarantee operations should there be delays to the
further liberalization of the German market. In order to meet these
liquidity needs, Lotto24 AG plans raising cash through a public offer of
shares ('new shares') to all shareholders of Tipp24 SE.

According to current plans, the Annual General Meeting of Tipp24 SE on 22
June 2012 is to decide on the distribution of shares held by Tipp24 SE in
Lotto24 AG ('old shares') as a dividend in kind. On the basis of a
valuation report commissioned by the Executive Board of Tipp24 SE, an
enterprise value of EUR 19.97 million has been determined for Lotto24 AG.
Based on currently 7.985.088 dividend-bearing Tipp24 shares, this
translates into a value of EUR 2.50 for the dividend in kind allocated to
every Tipp24 share. Tipp24 SE does not intend to pay out a cash dividend
for the fiscal year 2011. Details on the process and time schedule will be
published with the invitation to the Annual General Meeting. An initial
listing of the old and new shares in Lotto24 AG in the Prime Standard
segment of the Frankfurt Stock Exchange is planned for early July 2012.

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Language:     English
Company:      Tipp24 SE
              Straßenbahnring 11
              20251 Hamburg
Phone:        +49 (0)40 325533-0
Fax:          +49 (0)40 325533-77
E-mail:       office@tipp24.de
Internet:     www.tipp24-se.de
ISIN:         DE0007847147
WKN:          784714
Indices:      SDAX
Listed:       Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
              in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement                             DGAP News-Service