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

Tipp24 SE / Key word(s): Dividend/Letter of Intent
20.04.2012 19:25

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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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 account.

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 companies.

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.

20.04.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:     English
Company:      Tipp24 SE
              Straßenbahnring 11
              20251 Hamburg
              Germany
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  

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