DGAP-Adhoc: LOTTO24 AG: Announcement of an all-share takeover offer by ZEAL Network SE to the share-holders of Lotto24 AG

Announcement of an all-share takeover offer by ZEAL Network SE to the shareholders of Lotto24 AG

(Hamburg, 19 November 2018) ZEAL Network SE, London, ("ZEAL" or the "Bidder") today notified the Executive Board of Lotto24 AG, Hamburg, ("Lotto24"; ISIN: DE000LTT0243), of its decision to make a voluntary public takeover offer to all shareholders of Lotto24. Subject to the final determination of the minimum prices and the final terms set forth in the offer document, ZEAL intends to offer one new ZEAL share with a nominal value of EUR 1.00 as consideration in exchange for approx. 1.6 tendered shares of Lotto24. The exchange ratio is thus to correspond to the ratio of the volume-weighted average prices of the shares of both companies over the past three months prior to today. Shares in ZEAL are traded on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) under the ISIN GB00BHD66J44.

ZEAL also notified that major shareholders in Lotto24 and ZEAL, namely the Günther Group, Working Capital and Jens Schumann (a member of the Supervisory Board of Lotto24) have, also today, entered into irrevocable undertakings with ZEAL to accept the takeover offer. According to ZEAL, these shareholders (who together hold around 65% of the shares and voting rights in Lotto24) have undertaken to tender the Lotto24 shares held by them to ZEAL in the course of the takeover offer.

Furthermore, the Bidder announced that the publication of the offer document will be subject to the shareholders of ZEAL adopting the following resolutions: (i) approve the offer, including the acquisition of Lotto24 shares from members of the Supervisory Board or persons related to them, (ii) authorise the Executive Board of ZEAL to allot a number of shares as required to fund the offer and (iii) approve a waiver granted by the Panel on Takeovers and Mergers to the Günther Group releasing it from its obligation as a consequence of the offer to make a general offer for the shares in ZEAL which it does not already own at that time.

According to ZEAL, the offer will be made in accordance with the terms and conditions to be set forth in the offer document, among others a minimum acceptance rate of 50% plus one share of Lotto24. Within the extent permitted by law, ZEAL reserves the right to deviate in the final terms of the offer from the conditions and details communicated.

ZEAL has made an offer to Lotto24 to negotiate a business combination agreement. The Executive Board of Lotto24 generally regards ZEAL as a strategically sensible partner for the further development of Lotto24. It has therefore resolved to commence negotiations concerning such an agreement.

The Executive Board and Supervisory Board of Lotto24 will carefully examine the takeover offer together with their advisors and issue a reasoned opinion after publication of the offer document.

Contact:
Lotto24 AG
Vanina Hoffmann
Manager Investor & Public Relations
Tel.: +49 40 82 22 39 - 501
E-mail: ir@lotto24.de
Internet: Lotto24-ag.de
Lotto24.de