ZEAL Network (TIMA) investor relations material

Deal rationale and strategic fit

• Acquisition enables immediate entry into the large, fast-growing, and fragmented UK prize draw market, diversifying geographic reach and reducing dependency on the German market.

• SevenCanyon is a scaled, profitable, and cash-generating business with strong brand presence and strategic adjacency to existing products.

• The deal aligns with a communicated diversification strategy, leveraging regulatory expertise and digital customer acquisition strengths.

• Establishes a meaningful second home market and supports broader market expansion.

Financial terms and conditions

• Purchase price for 96.5% of shares is GBP 33.9 million in cash, with an additional earn-out of up to GBP 4.8 million payable within six months post-closing, contingent on financial targets.

• Funded by a new EUR 40 million loan from Deutsche Bank with a seven-year duration, at three months EURIBOR plus a margin below 2%.

• Total external debt rises to approximately EUR 100–120 million, with post-transaction cash at bank around EUR 70 million.

• Net debt/EBITDA ratio post-M&A estimated at ~0.6x.

• Non-recurring expenses in the mid-single-digit millions of euros expected in connection with the transaction.

Synergies and expected cost savings

• ZEAL’s expertise in CRM, retention, and data analytics is expected to enhance SevenCanyon’s performance.

• Integration of digital-first, asset-light models and cross-application of prize draw know-how across brands.

• Scalable technology platform enables efficient integration and future brand launches.