19.11.2018 15:56:30

DGAP-WpÜG: Takeover Offer ;


Target company: Lotto24 AG; Bidder: ZEAL Network SE

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY
OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.

CORRECTION OF THE PUBLICATION PURSUANT TO SECTION 10 PARA. 1 SENTENCE 1 IN
CONJUNCTION WITH SECTIONS 29 PARA. 1, 34 OF THE GERMAN SECURITIES
ACQUISITION AND TAKEOVER ACT (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Bidder:

ZEAL Network SE
5th Floor, One New Change, London EC4M 9AF, United Kingdom
registered at Companies House under SE000078
WKN: TPP024
ISIN: GB00BHD66J44

Target company:

Lotto24 AG
Straßenbahnring 11, 20251 Hamburg, Germany
registered in the commercial register of the local court of Hamburg under
HRB 123037
WKN: LTT024
ISIN: DE000LTT0243

The offer document will be published on the internet following approval of
its publication by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht - 'BaFin') at
www.zeal-offer.com.

Information on the bidder:

On 19 November 2018, ZEAL Network SE ('ZEAL') announced its decision
pursuant to section 10 para. 1 sentence 1 in conjunction with sections 29
para. 1, 34 of the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz, 'WpÜG') to offer to all
shareholders of Lotto24 AG ('Lotto24') with its registered office in
Hamburg to acquire their no-par value registered shares in Lotto24, each
representing a pro rata amount of the registered share capital of EUR 1.00
(ISIN DE000LTT0243), by way of a voluntary public takeover offer in the
form of an exchange offer (the ' Offer') (the 'Original Announcement').

The Original Announcement stated that the publication of the offer document
by ZEAL would be subject to certain resolutions of the shareholders of ZEAL
relating to the prerequisites of the Offer.

ZEAL would like to point out in this context that the respective
resolutions are, in the view of ZEAL, necessary prerequisites for the
successful implementation of the Offer but are not conditions in the sense
of the WpÜG, and that the obligation to submit an offer document to BaFin
and to publish it as required by section 14 para 2, sentence 1 WpÜG exists
independently of these prerequisites being met.

The Original Announcement shall otherwise remain unaffected.

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 ('Lotto24') or ZEAL Network SE
('ZEAL'). The final terms and further provisions regarding the public
takeover offer will be disclosed in the offer document once its publication
will have been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). ZEAL reserves
the right to deviate in the final terms and conditions of the public
takeover offer from the basic information described herein. Investors and
holders of securities of Lotto24 are strongly recommended to read the offer
document and all announcements in connection with the public takeover offer
as soon as they are published, 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 German Securities Acquisition and
Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer
will not be made pursuant to the provisions of jurisdictions other than
those of the Federal Republic of Germany. Therefore, no other
announcements, registrations, admissions or approvals of the offer outside
of the Federal Republic of Germany have been filed, arranged for or
granted.

The ZEAL shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or with any securities regulatory
authority of any state or any other jurisdiction of the United States of
America ('USA'). Therefore, subject to certain exceptions, ZEAL shares may
not be offered or sold within the USA or in any other jurisdiction where to
do so would be a violation of applicable law. There is no public offering
of ZEAL shares in the USA.

To the extent this announcement 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 ZEAL and the persons acting in
conjunction with ZEAL, for example with regard to the potential
consequences of the takeover offer for Lotto24, for those shareholders of
Lotto24 who choose not to accept the takeover offer or for future financial
results of Lotto24. Such forward-looking statements are based on current
plans, estimates and forecasts which ZEAL 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 ZEAL 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.

This announcement and any materials distributed in connection with this
announcement are not directed to or intended for release, publication or
distribution (in whole or in part) directly or indirectly into or from the
USA or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction, nor are they directed to, or
intended for use by, any person or entity that is a citizen or resident or
located in the USA or in any locality, state, country or other jurisdiction
where such release, distribution, publication, availability or use would
constitute a violation of the relevant laws of such jurisdiction or which
would require any registration or licensing within such jurisdiction.

London, 19 November 2018

ZEAL Network SE

End of WpÜG announcement

The 19.11.2018 DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Listed: Bietergesellschaft:
Regulierter Markt in Frankfurt (Prime
Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart,
Tradegate Exchange
Zielgesellschaft:
Regulierter Markt in Frankfurt (Prime
Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart,
Tradegate Exchange

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