ZEAL Network SE publishes offer to Lotto24 shareholders and announces start of acceptance period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

London, 31 January 2019

ZEAL Network SE publishes offer to Lotto24 shareholders and announces start of acceptance period

• Offer document published today following approval by German Federal Financial Supervisory Authority
• Acceptance period commences today and ends on 10 April 2019
• Exchange of one new ZEAL share for 1.604 Lotto24 shares
• ZEAL has already secured irrevocable commitments to accept the offer from major shareholders representing approximately 65% of Lotto24 shares
• Lotto24 shareholders who accept the offer will benefit from increased efficiencies between both companies as well as significant cost synergies at ZEAL level due to the change of business model

ZEAL Network SE ('ZEAL') today published its offer document for the all-share voluntary takeover offer for Germany's largest private digital lottery broker, Lotto24 AG ('Lotto24'). Prior to its publication, the offer document was approved by the German Federal Financial Supervisory Authority (BaFin) in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

As of today, Lotto24 shareholders can accept the takeover offer by tendering their shares to ZEAL. Lotto24 shareholders will receive one new ZEAL share in exchange for 1.604 shares of Lotto24. The acceptance period will end on 10 April 2019 at 24:00 hours (CET).

ZEAL has already secured approximately 65% of the shares and voting rights in Lotto24 through irrevocable tender commitments from major shareholders of the company, namely Günther Group, Working Capital and Jens Schumann.

Dr Helmut Becker, CEO, ZEAL: 'We are fully on track to reunite ZEAL and Lotto24. The conversion of Tipp24 to the lottery brokerage model and our combination with Lotto24 will create a superior platform for sustainable and accelerated growth in Germany and beyond. Lotto24 has successfully grown its market share in the German online lottery market to 34% in 2018. Together, we will build on this position, and our combined scale and technology capability to further expand our joint business. We are convinced that the transaction will create significant value for shareholders of both companies, customers, and the German federal states and their lottery beneficiaries. With our offer, we are inviting Lotto24 shareholders to join us on this exciting journey and become part of our combined success story.'

On completion, the transaction will create a digital lottery group with currently more than 5 million combined customers globally, current combined billings of about EUR 500 million, and a diverse international footprint. In the context of the deal, and consistent with its renewed strategy to de-risk its business model and focus on locally licensed businesses, ZEAL intends to transform its German secondary lottery business into a locally licensed online brokerage model after reacquiring control of its myLotto24 and Tipp24 subsidiaries.

Within the acceptance period, Lotto24 shareholders can accept the offer and tender their shares. In case the offer conditions are satisfied at the end of the acceptance period, there will be a mandatory additional acceptance period of two weeks. M.M.Warburg & CO (AG & Co.) KGaA, Hamburg, Germany, will act as settlement agent with regard to the offer.

The offer document has been published at www.zeal-offer.com. Copies of the offer document and a non-binding English translation are also available at the settlement agent.

ENDS

Media contact:

ZEAL Network
Matt Drage
Head of Corporate Communications
T: +44 (0)7976 872 861
matt.drage@zeal-network.co.uk

FTI Consulting
Simon Brenner
T: +49 (0)69 92037 104
M: +49 (0)151 29803798
simon.brenner@fticonsulting.com

Investor Relations contact:
ZEAL Network
Frank Hoffmann
Investor Relations Manager
+44 (0) 20 3739 7123
frank.hoffmann@zeal-network.co.uk

Important note

This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of Lotto24 AG or ZEAL Network SE. The final terms and further provisions regarding the public takeover offer are contained in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of securities of Lotto24 AG are strongly recommended to read the offer document and all announcements in connection with the public takeover offer, as they contain or will contain important information.

The Offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the WpÜG. The Offer will not be made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany. In particular, the offer document, or any summary or excerpt thereof, shall not be directly or indirectly distributed, disseminated or circulated outside of the Federal Republic of Germany or, without requiring a prospectus within the meaning of the Prospectus Regulation due to a public offer in other member states of the European Union or the European Economic Area, the European Union or the European Economic Area, if and to the extent such distribution, dissemination or circulation is not in compliance with applicable foreign regulations, or depends on the issuance of authorisations, compliance with official procedures or any other legal requirements, and such conditions are not satisfied.

To the extent that this document contains forward-looking statements, such statements do not represent facts. Forward-looking statements include all matters that are not historical facts. They are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume', 'plan' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with it, for example with regard to the potential consequences of the Offer for Lotto24 AG, for those shareholders of Lotto24 AG who choose not to accept the Offer or for future financial results of Lotto24 AG. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with it have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with it. Actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.