ZEAL Network SE submits squeeze-out request

Hamburg, 27 March 2024. ZEAL Network SE informed the Management Board of Lotto24 AG yesterday that it holds 95.12 percent of the shares in Lotto24 AG.

Against this background, ZEAL Network SE has submitted a request according to Section 327a (1) of the German Stock Corporation Act that the Annual General Meeting of Lotto24 AG should resolve to transfer the shares of the minority shareholders to ZEAL Network SE in return for appropriate cash compensation (squeeze-out under stock corporation law).

ZEAL Network SE has announced that it will inform Lotto24 AG of the amount of the cash compensation in a further letter, the so-called concretized request, as soon as this has been determined.

About ZEAL

ZEAL Network is an e-commerce group of companies based in Hamburg and the market leader for online lotteries in Germany. Founded in 1999, we brought lotteries to the internet. Today, the ZEAL group now has around one million active customers and more than 200 employees at three locations. ZEAL allows the participation in state-licensed lotteries via the LOTTO24 and Tipp24 brands and also offers its own lottery products. ZEAL also owns the brands ZEAL Instant Games, ZEAL Ventures and ZEAL Iberia. In 2024, the ZEAL Group celebrates its 25th anniversary. Since our foundation, growth, innovation and success are at the heart of what we do.

Aareal Bank AG: AGM on 3 May to include squeeze-out resolution

Corporate News

Atlantic BidCo GmbH has determined a cash compensation of €33.20 per share

Wiesbaden, 25 March 2024 – Aareal Bank AG has today invited shareholders to its ordinary Annual General Meeting, which will be held on 3 May 2024 as a virtual meeting. A key item on the agenda will be the passing of a resolution on a squeeze-out of minority shareholders. The main shareholder of Aareal Bank AG, Atlantic BidCo GmbH, has further specified its transfer request and informed Aareal Bank AG’s Management Board that it has determined the cash compensation for the intended transfer of shares held by minority shareholders of Aareal Bank AG at €33.20 per registered share.

The amount of the cash compensation was determined by Atlantic BidCo GmbH on the basis of a company valuation carried out by ValueTrust Financial Advisors Deutschland GmbH. It was confirmed as appropriate by court-appointed expert RSM Ebner Stolz GmbH & Co. KG. Atlantic BidCo holds approximately 95.50 per cent of the issued share capital of, and voting rights in, Aareal Bank AG.

Furthermore, the Management Board and Supervisory Board will propose to the Annual General Meeting that net retained profit for the past financial year 2023 be retained in full, to further support the Company’s growth.

The agenda also calls for elections of Supervisory Board members, due to the fact that the regular terms of office of Prof. Dr Hermann Wagner, Denis Hall and Hans-Hermann Anton Lotter will end at the close of this year's Annual General Meeting. The Supervisory Board proposes the (re-)election of the following candidates as shareholder representatives to the Supervisory Board: Maximilian Rinke (Senior Managing Director of Centerbridge Partners, L.P.), Denis Hall (former Chief Risk Officer, Global Consumer Banking, GE Capital) and Hans-Hermann Anton Lotter (Managing Director of Atlantic BidCo GmbH).

Prof. Dr Hermann Wagner had been a Supervisory Board member since 2015, chairing the Board since 2021. The Supervisory Board had appointed Jean Pierre Mustier as new Chairman and successor to Prof. Dr Hermann Wagner following the 2023 Annual General Meeting. Prof. Dr Wagner handed over the office to Mr Mustier in January 2024.

Besides the formal approval of the actions of the Management Board and the Supervisory Board as well as the election of the external auditors, the agenda also includes an amendment to the cap on variable remuneration for Management Board members, as well as a merger of a Group entity into Aareal Bank AG. The full agenda of the Annual General Meeting is available here.

The Annual General Meeting will be transmitted to shareholders by means of an audio-visual broadcast, via a shareholder portal on Aareal Bank's website (Investors – General Meeting 2024). Shareholders will also be able to exercise their voting rights, appoint a proxy, or submit questions via this portal by means of electronic communications.

About Aareal Bank Group

Aareal Bank Group, headquartered in Wiesbaden, is a leading international property specialist. The Bank uses its expertise to identify trends, challenges and opportunities at an early stage, and to exploit them for the benefit of its stakeholders. Aareal Bank Group provides smart financings, software products, and digital solutions for the property sector and related industries, and is present across three continents, Europe, North America and the Asia/Pacific region. Aareal Bank Group’s business strategy focuses on sustainable business success, with environmental, social and governance (ESG) aspects as an integral part of this strategy. (...)

ZEAL Network SE acquires further shares in Lotto24 AG and announces intention to request the squeeze-out of the minority shareholders of Lotto24 AG

20-March-2024 / 07:06 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

ZEAL Network SE has secured more than 95% of the shares in Lotto24 AG and plans to initiate a squeeze-out of the minority shareholders of Lotto24 AG pursuant to sections 327a et seqq. of the German Stock Corporation Act.

ZEAL Network SE currently holds approx. 94.86% of the shares in Lotto24 AG. In addition, ZEAL Network SE today entered into share purchase agreements regarding the acquisition of in total approx. 0.59% of the shares in Lotto24 AG. After the settlement of the share purchase agreements, ZEAL Network SE will thus hold approx. 95.45% of the shares and the share capital of Lotto24 AG. The settlement of the share purchase agreements is expected to take place within the next days.

After having reached the stake of 95% of the share capital of Lotto24 AG, ZEAL Network SE will request pursuant to section 327a para. 1 sentence 1 of the German Stock Corporation Act that Lotto24 AG’s shareholder meeting resolves to transfer the shares of the minority shareholders of Lotto24 AG to ZEAL Network SE as the majority shareholder against payment of an appropriate cash compensation. The amount of the cash compensation will be determined at a later date.

ZEAL Network SE
The Management Board

Public Delisting Acquisition Offer to the shareholders of Telefónica Deutschland Holding AG

MUNICH, 20 March 2024

Telefónica Local Services GmbH (‘Bidder’), a wholly-owned subsidiary of Telefónica, S.A. with registered office in Madrid/Spain, today submitted a public Delisting Acquisition Offer to the shareholders of Telefónica Deutschland Holding AG for the acquisition of all shares not directly held by the Bidder (ISIN DE000A1J5RX9) against payment of a consideration of EUR 2.35 per share (‘Delisting Acquisition Offer’). The offer document for the Delisting Acquisition Offer published today is available on the Bidder's website at https://www.td-offer.com.

The Management Board and the Supervisory Board of Telefónica Deutschland Holding AG will comprehensively review the offer document and publish a reasoned statement on the Delisting Acquisition Offer following their evaluation in accordance with the statutory provisions.

Telefónica Deutschland Holding AG already published on 7 March 2024 that it has signed a Delisting Agreement with the Bidder. Based on this Delisting Agreement, Telefónica Deutschland will apply for revocation of the admission of Telefónica Deutschland shares to the regulated market (so-called Delisting) in due course after today’s publication of the public Delisting Acquisition Offer by the Bidder.

Further information
Telefónica Deutschland Holding AG
Investor Relations
Georg-Brauchle-Ring 50
80992 München

Commerzbank Aktiengesellschaft: Commerzbank successfully completes share buyback of €600 million

Regulatory Announcement

- In total 55,554,320 own shares repurchased (4.48% of the share capital)

- CFO Bettina Orlopp: “The success reinforces our intention to continue a combination of share buybacks and dividend payments when it comes to capital return.”

Today, Commerzbank AG successfully completed its share buyback programme. The second programme of its history started on 10 January. Since then, the Bank has bought back a total of 55,554,320 of its own shares (ISIN DE000CBK1001) in the amount of around €600 million at an average price of around €10.80 per share. This corresponds to 4.48% of the Bank's share capital. The repurchased shares will be redeemed in a timely manner.

“The completion of the second share buyback programme is an important step for Commerzbank”, said CFO Bettina Orlopp. “The success reinforces our intention to continue a combination of share buybacks and dividend payments when it comes to capital return.”

The now completed share buyback programme complements the planned dividend payment of around 35 cents per share for the 2023 financial year – subject to the approval of the Annual General Meeting at the end of April. Meaning the Bank will return a total of around €1 billion to its shareholders. This corresponds to 50% of the net profit after deduction of the AT1 coupon payments. For the 2024 financial year, the Bank targets a payout ratio of at least 70%, but not more than the net result after deduction of AT1 coupon payments.

With its first share buyback programme, Commerzbank repurchased a total of 12,134,305 of its own shares at an average price of around €10.05 per share equalling an amount of €122 million in June 2023. The buyback was part of the capital return for the 2022 financial year amounting to a total of around €370 million.

EQS Group AG: Submission of a squeeze-out request by Pineapple German Bidco GmbH

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Munich, March 1, 2024 – Pineapple German Bidco GmbH, a holding company controlled by funds managed and/or advised by Thoma Bravo, L.P., today has submitted a request to EQS Group AG pursuant to section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz), according to which the general meeting of EQS Group AG shall resolve on the transfer of the shares of the remaining shareholders (minority shareholders) to Pineapple German Bidco GmbH as majority shareholder in return for an appropriate cash compensation (so-called squeeze-out under stock corporation law). Pineapple German Bidco GmbH has informed EQS Group AG that it holds approx. 98% of the share capital of EQS Group AG.

EQS Group AG will inform about the date of the general meeting at which a corresponding transfer resolution shall be adopted in accordance with legal requirements.