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Friday 11 January, 2019

Lottoland Holdings


RNS Number : 8560M
Lottoland Holdings Limited
11 January 2019





On 19th November 2018, Zeal Network SE ("Zeal") announced an all-share takeover offer for Lotto24 AG and that major cross-shareholders of both Lotto24 and Zeal, Günther Group and Working Capital Group have undertaken to tender their shares in Lotto24 to the offer (the "Transaction").


Lottoland Holdings Limited ("Lottoland") currently holds 4.01% of shares in Zeal.


Lottoland believes that the Transaction destroys value, makes no strategic or economic sense and will result in a massive loss of billings and a substantially lower margin (potentially even a negative margin) for the combined new group.  


Lottoland would like to make an offer to Zeal for the purchase of certain of its assets (the "Proposed Offer").

Pursuant to Section 2 of the Offering Circular the board of Zeal (the "Board") has highlighted a series of reasons for the Transaction. The Proposed Offer will at least equally achieve or enable these outcomes, likely exceed them, whilst also creating additional benefits for shareholders as outlined in Lottoland's letter to the Board .

In summary, the Proposed Offer is deliverable within a shorter timeframe and gives greater certainty and higher value to shareholders.


Summary of the Proposed Offer


Lottoland proposes to purchase certain assets and entities of Zeal which are linked to the operation of Zeal's German focused business, as currently operating under (the "German Business").

Subject to customary/confirmatory due diligence, Lottoland is hereby willing to offer the Company for the German Business:

(i)           a minimum of 60m Euro in cash (i.e. an implied 60% premium to the assumed capital market valuation of the German Business); and

(ii)          a maximum of 76m Euro in cash (i.e. an implied 100% premium to the assumed capital market valuation of the German Business).


The Proposed Offer is superior financially, deliverable, subject to minimal conditionality and could be executed within a short time frame.


A copy of Lottoland's letter to the Boards of Zeal (dated January 11, 2019) describing the Proposed Offer in more detail can be found at RNS - .


A copy to Lottoland's letter to the Boards of Zeal (dated 7th January 2019) including Lottoland's reasoning for opposing the Transaction and Lottoland's questions to the Boards of Zeal (which have not been answered to-date) can be found at


A copy of our subsequent announcement (dated 10th January 2019) stipulating, amongst other things, our shareholding can be found at



About Lottoland

Lottoland has grown rapidly to become a world leader in online lotto, offering lotto games, lottery bets, instant win games as well as B2B and B2G products. Innovation, coupled with the freedom to offer players a unique and enhanced lottery experience, has been key to the company's success. In June 2018, Lottoland paid out €90 million to one lucky lotto betting winner in Germany. This win has been confirmed by Guinness World Records as the Largest Online Gambling Payout in history. 


The Gibraltar-based business is active in 13 markets, has over 350 employees, and more than 9 million customers worldwide. Lottoland is licensed and regulated by the Government of Gibraltar, the UK Gambling Commission, the Republic of Ireland National Excise License Office, the Agenzia delle Dogane e dei Monopoli in Italy, the Northern Territory's Racing Commission in Australia, and the Swedish Gambling Authority.


For any media enquiries, please contact:


Laura Pearson, at [email protected]





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