First subsidiary IPO realized by way of a dividend in kind to the shareholders of the parent company
International legal practice Norton Rose LLP has advised its long-standing client Berenberg Bank as Sole Lead Manager in course of the IPO of Lotto24 AG. Thereby, the complete share capital of Lotto24 AG as well as 5,988,816 new ordinary no par value bearer shares from a capital increase against cash contributions have been listed in the Prime Standard segment of the Frankfurt Stock Exchange. Lotto24 AG is an online provider for lottery products in Germany. Prior to the IPO, Lotto24 AG was a wholly-owned subsidiary of Tipp 24 SE.
This has been the first transaction ever in Germany involving the spin-off of a subsidiary by way of a dividend distribution in kind to the shareholders of the parent company. The subscription offer for the 5,988,816 new ordinary bearer shares of Lotto24 AG for a subscription price of Euro 2.50 was also addressed to the shareholders of Tipp 24 SE, with unsubscribed shares being placed with investors in an international private placement.
Frank Regelin, partner at the Frankfurt office of Norton Rose and head of the equity capital markets practice, said:
“The transaction is remarkable for several reasons. On the one hand it has been the first pure German IPO in the regulated market in 2012 and - after KTG Energie AG - the second IPO of a German company we could accompany this year. On the other hand, this is the first IPO of a subsidiary realized by way of a property dividend paid to the shareholders of the parent company, which was a great challenge for both advisors and banks. After this baptism, we expect this model to be deployed more frequently in future.”
Trading of the shares of Lotto24 AG commenced on the Frankfurt Stock Exchange on 3 July 2012. Due to the high level interest on part of the investors, the share price rose to Euro 3.48 on the first trading day.
The Norton Rose team was led by Frank Regelin (Partner, Corporate, Frankfurt). Flemming Moos (Partner, IT and Technology, Hamburg) was responsible for regulatory aspects. The team also comprised Sascha Grimm, Stefan Kutscheid, Sandro Pittalis, Karsten Kühnle and Edda Rippberger (all Associates, Corporate, Frankfurt) as well as Marian Arning and Felix Dinger (all Associates, IT and Technology, Hamburg).
For further information please contact:
Kathrin Zander, PR and Communications Executive Germany
Norton Rose LLP
Tel.: +49(0)89 212148-360
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