Zona de Azar Germany – Lotto24 Announces Initial Plan to Delist Shares

Germany.- July 23th 2019 www.zonadeazar.com Lotto24 plans to withdraw from the Frankfurt Stock Exchange. For this purpose, Lotto24 has concluded a delisting agreement with ZEAL Network SE which holds approximately 93% of the Lotto24 shares.

In this agreement, ZEAL Network SE has undertaken to make an offer to the shareholders of Lotto24 AG to acquire their shares against a cash consideration equivalent to at least the volume-weighted average share price of the last six months as required by law for a delisting purchase offer. According to ZEAL Network SE’s calculation, this price is currently estimated at EUR 381,79 per Lotto24 share.

The final price will be determined by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and may deviate from the estimated amount. As a delisting purchase offer, the offer will not be subject to any closing conditions.

Lotto24 AG has undertaken to file an application for the revocation of the listing of the Lotto24 shares for trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period for the delisting purchase offer and, subject to an examination of the published delisting purchase offer document and the appropriateness of the offer price, to support the delisting purchase offer within the scope of and in compliance with its statutory obligations.

The management of the Frankfurt Stock Exchange will decide on the application for revocation of the shares’ listing. The Management Board expects that the revocation pursuant to the provisions of the stock exchange regulations of the Frankfurt Stock Exchange will take effect three trading days after publication of the revocation, which is to be issued immediately following the decision of the management of the Frankfurt Stock Exchange.

Once the revocation has taken effect, the shares of the company will no longer be listed for trading or be traded on a regulated market of a stock exchange in Germany or in an equivalent international market. Lotto24 AG will not apply for inclusion of the Lotto24 shares in the regulated unofficial market (Freiverkehr) nor will it provide approval for such trading.

Edited by: @MaiaDigital www.zonadeazar.com