Stoiximan Investment Update

Summary

Further to the original announcement by OPAP SA ('OPAP'), dated 24 September 2018, which detailed an investment by its 100% subsidiary OPAP Investment ('OPAPINV') in Stoiximan Group, in which OPAPINV currently owns 36.75% through TCB Holdings Ltd ('TCB'), together with the subsequent updates, OPAP now announces that:

(1)    Following the approval of the Hellenic Competition Commission and the recently published decision (14 April 2020) of the Commission for the Protection of Competition of the Republic of Cyprus, OPAPINV may proceed with the pre-agreed acquisition from TCB of a direct 51% stake in Stoiximan Group's Greek & Cypriot business ('SMGC') currently operated by GML Interactive Ltd; and

(2)    A further agreement has been reached which, subject to the requisite regulatory and competition approvals, provides for (i) an additional investment by OPAPINV in the form of acquisition of an additional 15.48% indirect stake in SMGC which, together with the abovementioned shares of OPAPINV in SMGC, will result in increase of the total combined shareholding of OPAPINV in SMGC to effective 84.49%, and (ii) subsequent acquisition by OPAPINV of sole control over SMGC, which will continue to operate under the 'Stoiximan' brand through a separate legal entity.

OPAP will retain its existing 36.75% shareholding in TCB, which shall continue to provide online betting and other online gaming services outside of Greece and Cyprus (currently in Portugal, Romania and Germany) under the 'Betano' brand through its subsidiaries.

Consideration

The aggregate net consideration planned to be paid in the course of 2020 for all the aforementioned transactions is euro 163.4m, plus net cash. In addition, subject to performance criteria set for the SMGC, the sellers shall be entitled to receive certain earn-out payments, calculated as a multiple of EBITDA differential for the years 2020 and 2021.

Governance & Management

SMGC will continue to operate independently from OPAP's own Online business, with the existing SMGC's management team continuing to lead the SMGC day-to-day operations. OPAPINV shall also appoint its own directors to the Board of the legal entity operating SMGC and, upon implementation of the sole control over SMGC, will have control of this Board.

Stoiximan Group

In 2019 Stoiximan Group, under the parent company TCB, generated revenues of euro 245.2m and EBIT of euro 36.4m. SMGC operations generated revenues of euro 196.7m, corresponding to 80% of the group's total revenues. Stoiximan Group offers online gaming services in Greece and Cyprus, under the Stoiximan brand, and currently in Portugal, Romania and Germany, under the Betano brand.

Management Comments

Kamil Ziegler, OPAP Chairman commented: “The Greek online market is evolving and is gradually entering a new era, which provides for its fully regulated and supervised operation, following the adoption of relevant legislation a few months ago. In this framework, our strategic investment in Stoiximan Group – along with the development of our own online activities – is a significant move for OPAP, as it secures that we are properly positioned to leverage the opportunities offered by the growing online market. On my part, I would like to affirm that OPAP remains fully committed to implementing a comprehensive business strategy, which aims at generating sustainable growth and long-term value for our shareholders, the company itself, our agents and business partners and our people.”

Damian Cope, OPAP CEO commented: “Building up OPAP's presence in Online was a key element of our original 2020 Vision and in the last two years we have been steadily implementing our strategy of developing OPAP's own Online business while also taking an investment in the leading Greek online operator, Stoiximan Group.  Both have been growing rapidly during this time, albeit from very different bases, and so we are delighted to be announcing today that we are not only now able to conclude our previously announced investment but that we have also reached agreement with Stoiximan to further increase OPAP's stake in their Greek & Cypriot operations.  Led by the co-founder of the business, George Daskalakis, the Stoiximan team continues to successfully deliver impressive growth in all of the markets in which they operate. I am therefore confident that this partnership confirms that solid foundations are in place to allow Online to become an even greater share of OPAP's overall profitability in the future. ”

George Daskalakis, Stoiximan CEO stated: “Since OPAP's initial investment 14 months ago, both Stoiximan and Betano have achieved impressive growth. This is the result of a strategic plan executed with consistency and professionalism by a team of more than 700 highly dedicated colleagues, whom I am honored to lead. Today, OPAP's decision to increase its investment in Stoiximan, essentially fuels the prospects of our company in the future, but mainly constitutes a strong vote of confidence in our way of doing business. We embark upon this next day of creativity with the same commitment and the same determination, to work hard in order to further consolidate Stoiximan's position as the leading operator in the Greek online gaming market, while at the same time strengthen the growth of Betano in all target international markets.”

Athens, 21.04.2020

OPAP S.A.