Zattikka plc First Day of Dealings

London, April 15, 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR ADMISSION DOCUMENT AND DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES.

DEFINED TERMS IN THIS ANNOUNCEMENT SHALL HAVE THE SAME MEANING AS IN THE ADMISSION DOCUMENT

Zattikka plc (AIM: ZATT, “Zattikka” “the Group” or “the Company”), the social and casual internet games development and publishing business, announces the commencement of dealings in its Ordinary Shares on AIM today under the ticker code ZATT and the ISIN number of GB00B7YH9F32.

The Company has successfully completed a placing with institutional and other investors, raising approximately £12.6 million, with proceeds to be used to fund the acquisition of three online games companies and ongoing working capital.

Zattikka is a newly-incorporated company, focused on developing and publishing interactive games entertainment products across internet connected platforms, through various media channels. These channels include PC web browsers, social networks, mobile devices (including smartphones and tablets), connected consoles, and other emerging platforms including IP TVs and set top boxes.

Contemporaneous with admission, Zattikka will complete the acquisitions of three online games companies, Hattrick Holdings, Sneaky Games, Inc. and Concept Art House, Inc.. The acquisitions will provide Zattikka with products that can then be sold to end-customers in key European, US and Chinese markets, either directly through its own websites, or through third-party digital distribution channels or other new digital platforms.

The vision for the Company is to become a large scale, diverse games publisher with products operating across growth digital platforms, and with a targeted geographic emphasis in Europe, the US and China. The Company proposes to achieve this by developing Zattikka through strategic acquisitions and accelerating on-going organic growth.

Placing and acquisition statistics

Placing price per ordinary share	100p
Ordinary shares in issue as at date of admission document	50,000
Number of Offer Shares	398,985
Number of Placing Shares	12,637,433
Number of Acquisition Shares	8,932,292
Estimated net proceeds of the Placing (net of Placing and Acquisition costs)	£9.5 million
Proportion of Offer Shares to Enlarged Share Capital	1.8 per cent.
Proportion of Placing Shares to Enlarged Share Capital	57.5 per cent.
Proportion of Acquisition Shares to Enlarged Share Capital	40.7 per cent.
Market Capitalisation at the placing price	£22.0 million
Number of Ordinary shares in issue following the Placing, the Acquisitions and Admission	21,968,710

Canaccord Genuity Limited is acting as the Company’s Nominated Adviser and Broker and acted as sole book-runner on the Placing.

Mark Opzoomer, Chief Executive Officer, said:

“We are delighted to list on AIM to provide the capital base and incentivise the entrepreneurs joining our group. We begin with a strong group of companies with operations in key gaming centres in the USA, China and Europe, a mix of revenues across subscriptions, virtual goods and work for hire with an exceptional team of talent. We have a great opportunity before us to accelerate the growth of this initial group across multi-platforms to create a world class games entertainment group.”

BACKGROUND INFORMATION

Introduction

Zattikka is a newly-incorporated company, focused on developing and publishing social and casual games entertainment products across internet connected platforms, through various media channels. These channels include PC web browsers, social networks, mobile devices (including smartphones and tablets), connected consoles, and other emerging platforms including IP TVs and set top boxes.

The Company was founded by Harald Ludwig (Chairman), Mark Opzoomer (Chief Executive Officer) and Tim Chaney (President), who, together with their management team, have significant executive experience within the interactive games, internet and mobile industries, as well as licensing based businesses, coupled with experience of senior positions in high profile listed companies.

The Directors believe that there is currently rapid growth and fragmentation of the interactive games entertainment market, which presents a compelling commercial opportunity. The vision for the Company is to become a large scale, diverse games publisher with products operating across growth digital platforms, and with a geographic emphasis in Europe, the US and China. The Company proposes to achieve this by developing Zattikka through strategic acquisitions and accelerating on-going organic growth.

Contemporaneous with admission, Zattikka will complete the acquisitions of three online games companies, Hattrick Holdings, Sneaky Games, Inc. and Concept Art House, Inc.. The acquisitions will provide Zattikka with products that can then be sold to end-customers in key European, US and Chinese markets, either directly through its own websites, or through third-party digital distribution channels or other new digital platforms.

Strategy

The focus of the Company will be to acquire, develop and launch freemium games across social networks and mobile platforms, focused on the mid-core and casual social players. These games will be launched and maintained as a service in the sense that they are live products that will be updated on a regular basis with new content, characters, levels and upgrades for players to purchase.

Following admission, Zattikka will adopt a buy and build strategy by seeking to acquire existing profitable, but under-exploited, IP game assets and businesses with proven skill sets in monetising social and mobile games which the Directors believe are complementary to the Company. These will then be developed through the application of a focused publishing and development strategy, coupled with the Directors’ sector knowledge, to create a leading interactive games entertainment group. Future acquisitions are likely to be of varying size and located in Europe, the US and Asia. This may include making a future acquisition of scale and the Company has identified certain potential targets which appear to meet this profile.

Technology

Zattikka has developed its own cloud based analytics and metrics platform, called “SNAP”, capable of reporting on any game, regardless of the platform, and which the Company proposes to implement into each of the games developed by the Company. The purpose of this platform is to allow the product development team to analyse the success of each individual feature in the game after it has gone live, and to determine, from the user behaviour, which areas of the game need to be improved to enhance user engagement, retention, virality and monetisation.

Hattrick Acquisition

Hattrick is a private business, incorporated in Gibraltar with a development office in Malmö, Sweden. Hattrick was founded by Johan Gustafsson and Daniel Abrahamsson in 1997 and currently operates the eponymous Hattrick game and Popmundo.

The original product, Hattrick, is a free to play online football manager game where players create their own club, build a team, and compete against hundreds of thousands of other individuals from all over the globe in real time. In 2004, Hattrick launched its second product, Popmundo, a music industry role playing game. Popmundo is a community based game where the players strive for fame in a virtual music industry and, again, is played in real time.

The combined active user-base of these games in March 2012 was over 860,000, a number that the Directors intend to increase significantly by 2013 through dedicated advertising and offer programmes. The Directors believe approximately 14 per cent. of the active user base are paying subscribers.

The Directors believe the key benefits of acquiring Hattrick include:

• • Hattrick is a trusted brand with significant expansion scope;
• • its virtual football management game is an engaging product with long-term player retention, high conversion rate and is available in 50 languages, with users in 120 countries; and
• • the core IP for the Hattrick game was built as an engine with open API (application user interface) supporting third party app development.

Hattrick is currently beta-testing Hattrick Open, a platform that supports pay to play instant tournaments and in-app purchases. Hattrick Open powers the new Hattrick Tournaments product on the Hattrick site, launched on 13 March 2012 and it is intended to power more casual games in the social network, such as Facebook. With Hattrick Open, players can create mini tournaments with friends or against computer players.

Concept Art House Acquisition

Concept Art House was originally founded in 2005 by James Zhang and Scott Chou and has offices in San Francisco and Shanghai. The Directors view Concept Art House as a leading art and design company. It has its own proprietary art school which is intended to be part funded by the local government in Shanghai and has worked on gaming projects including Command and Conquer, It Girl, Mafia Wars and World of Warcraft. This acquisition brings in an experienced team that has produced art and design for successful Facebook games, such as Nightclub City and Kingdoms of Camelot, and gives access to both Western and Eastern markets with a foothold in the Asian social and mobile gaming market.

Concept Art House has been growing revenue from an increasing amount of work for hire with a growing number of games developers and has been consistently profitable since 2010.

The Directors believe the key benefits of acquiring Concept Art House include:

• • acquiring a presence and experience in the Asian market (predominantly China and Japan);
• • high quality creative art and design work;
• • a revenue share business model that has scale;
• • an existing working relationship between Sneaky Games and Concept Art House on games development;
• • the opportunity to leverage their creative skills and Chinese operation into the future development of the Hattrick game for the Asian market;

Sneaky Games Acquisition

Sneaky Games was founded by David Godwin in Austin, Texas, in 2009. This acquisition combines social game development and direct marketing expertise with relationships in the gaming industry.

The Directors believe that the Sneaky Games team has built an excellent fledgling reputation in the social games space, having developed and launched a portfolio of three games specialising in the mid-core fantasy role playing genre. As of March 2012, Sneaky Games’ three social games have relatively low DAU (daily active users) count although the Directors believe that this reflects the minimal marketing activity to date.

Fantasy Kingdoms is a Freemium game that allows players to build custom magical kingdoms and create a fantasy world of their own. The game was launched into the market in April 2010, and, as at 9 March 2012, had 10,000 DAU.

Vampire Legacy is also a mid-core fantasy role-playing game, allowing players to explore mysterious lands, battle monsters and defeat other players. The game was launched in August 2011, and as at 9 March 2012, had 4,000 DAU, with as yet no active promotion.

Syfy Monster Island is a game commissioned by the Syfy channel (NBCUniversal) and designed around a weekly programming strand. This is Syfy’s venture into the Facebook gaming world, and the Directors believe this is a strong endorsement of Sneaky Games by a major media partner. Under the revenue sharing agreement, Syfy is also committed to advertising and promotion of the game, which was launched in beta shortly before Christmas 2011. As at 9 March 2012, the game had 20,000 DAU.

The Directors believe the key benefits of acquiring Sneaky Games are:

• • Sneaky Games has already proven successful at monetisation, producing high DARPU (daily active revenue per user) games. This is the impact of a well-designed game that engages users into taking increasing numbers of virtual goods;
• • product pipeline, with investment in a game engine that continues to evolve, with a further two games already in development for release in 2012-13. This has already been demonstrated with Vampire Legacy being a direct follow-up and built upon the existing game engine of Fantasy Kingdoms;
• • the existing relationship with the Syfy channel a strong media partner for potential future games development; and
• • the existing working relationship with Concept Art House, on the design of Vampire Legacy. This is a critical working relationship strategy going forward, combining the marketing and monetisation skills of Sneaky Games with the design and game artistry of Concept Art House.

Ordinary Shares held by certain individuals

Following completion of the acquisitions of Concept Art House and Sneaky Games (and after giving effect to certain payments required to be made on the preference shares in these companies), the number of Acquisition Shares issued to David Godwin, James Zhang and Matthew Le Merle as set out in the Admission Document published by the Company on 11 April 2012 have been adjusted. The final adjusted holdings in the Company are: David Godwin holds 558,954 Ordinary Shares (representing 2.5% of the Enlarged Share Capital); James Zhang holds 2,279,239 Ordinary Shares (representing 10.4% of the Enlarged Share Capital); Matthew Le Merle holds 814,119 Ordinary Shares (representing 3.7% of the Enlarged Share Capital); and the aggregate number of shares held by James Zhang, Scott Chou, David Godwin, Daniel Abrahamsson and Johan Gustafsson which are subject to lock-in and orderly market arrangements represents approximately 15.0% of the Enlarged Share Capital. The terms of the lock-in and orderly market arrangements and the number of Ordinary Shares in issue following Admission are as described and set out in the Admission Document respectively. As a result of these revisions, the number of shares not in public hands represents 55.3% of the Enlarged Share Capital.

Board of Directors

On admission the Board will comprise:

Mr. Harald Ludwig (age 57), Executive Chairman
Mr. Ludwig is a director and former Chairman of Lionsgate Entertainment and a pioneer of leveraged buyouts in Canada through Macluan Capital Corporation, a leading mid-market private equity house, where he is President. Mr. Ludwig is also a founding partner and Chairman of Bond Capital Partners in the UK, an alternative investment manager focused on growth capital for step change orientated lower mid-market companies, he is on the Advisory Board of Tennenbaum & Company, a Director of West Fraser Timber and on the Board of Governors of the BC Children’s Hospital Foundation.

Mr. Mark Opzoomer, (age 54), Chief Executive Officer
Mr. Opzoomer is co-Founder of Zattikka. Previously Regional Vice President of Yahoo! Europe, interim CEO of Rambler Media Limited, Deputy CEO of Hodder Headline plc (acquired by WHSmith for $300 million) and Commercial Director of Sega Europe and Virgin Communications including Virgin Games, Mr. Opzoomer is a non-executive director of UK-listed E1 Entertainment Limited and blinkx plc and was formerly a director of Autonomy Corp plc. Other relevant directorships currently include Forward Internet Group and previously Web Reservations International and Newbay Software. In addition, he is a founding partner and member of the investment committee of Bond Capital Partners.

Mr. Tim Chaney, (age 56), President
Mr. Chaney is co-Founder of Zattikka. He was the first employee of 1985 start-up US Gold, which had become Europe’s top publisher by 1989, and was the first video games publisher to go public on LSE in 1992. Mr. Chaney was approached by Virgin to run Virgin Games (Virgin Interactive Entertainment) which was built from $1 million revenue in 1991 to $200 million in 3 years with an equal market share to EA and sold to Blockbuster for $250 million. Mr. Chaney led a management buy-out of VIE from Viacom in 1998, merged with Interplay and sold controlling stake of merged Company to Titus in 1999. Mr. Chaney also led a management buy-out of VIE Espana from Titus in 2002 which he developed from a local distributor to an international publisher prior to setting up Zattikka in 2009.

Mr. Rob Gorle, (age 38), Chief Financial Officer
Mr. Gorle has worked in finance and metrics analysis for 16 years, with 11 years in technology and new media companies after qualifying as a chartered accountant with PricewaterhouseCoopers. Most recently he spent 7 years at Yahoo!, in both Europe and the California headquarters, and prior to that at Mediasurface, the venture capital backed software company (later bought by Alterian). Mr. Gorle has a computer science background.

Mr. Anil Hansjee, (age 44), Non-executive Director
Mr. Hansjee is currently a consultant to EQT Funds as a Senior Internet Industrial Advisor. Previously he was Head of Corporate Development at Google for Europe, Middle East and Africa, based in London from 2006 to 2011. Prior to joining Google, he was a Director at the boutique investment banking firm GP Bullhound and immediately before that he was a Principal with the venture capital firm IDG Ventures, where he was board director of one of their portfolio companies, the mobile music company, Shazam Entertainment. Between mid 2000 and the end of 2001, he was a Vice President for Corporate Finance with Bear Stearns International in London. Between mid 1997 and mid 2000, he was a member of Chase Manhattan Bank’s corporate finance group both in New York and London. Mr. Hansjee joined Chase’s corporate finance team after spending the first 7 years of his professional career as a software engineer first with UBS then Chase. He has a BSc (Hons.) in Artificial Intelligence & Computer Science from Edinburgh University, Honorary Directorate in Computing from Kingston University and has an MSc in Finance at London Business School.

Mr. Gregory L. Bestick, (age 60), Non-executive Director
Mr. Bestick is the Chief Operating Officer of the Paradigm Talent Agency. In 2003, he founded Ogden Park Ventures, a technology investment and consulting firm that has worked in Europe, Asia and the US with the toy maker Mattel, Inc. and private equity firms. He has also served as CEO of Broderbund Software, an early innovator in children’s educational software (2001-2003), as President of The Learning Company, consumer software company (1999-2001), and as CEO of Creative Wonders, a joint venture between video game maker Electronic Arts and the Walt Disney Corporation (1995-1999). Mr. Bestick is also Chairman of eLanguage, LLC, a worldwide publisher of language learning software, and a member of the Board of Directors of the Help Kenya Project, a not-for-profit educational foundation.

Mr. Andrew M Kanter, (age 42), Non-executive Director
Mr. Kanter serves as the Chief Operating Officer of the Information Management division of HP, having served as the Chief Operating Officer and General Counsel of Autonomy Corporation plc from 2001 until its acquisition by HP in 2011 for approximately $11 billion. Prior to joining Autonomy, Mr. Kanter was an attorney in private practice in San Francisco and London, primarily engaged in international mergers and acquisitions and corporate finance. Mr. Kanter also served as Clerk to Hon. Christine Miller of the U.S. Court of Federal Claims, Washington, DC. He holds a J.D. from the University of Southern California Law Center and a B.A. from Johns Hopkins University, and also studied at Kansai University of Foreign Studies, Osaka, Japan.

Mr. Richard Adam, (age 54), Non-executive Director
Mr. Adam has been Group Finance Director of Carillion plc (FTSE 250) since April 2007. He qualified as a chartered accountant with KPMG in 1982 and gained broad experience in a number of public and private company finance director roles from the age of 30. Immediately prior to joining Carillion, Richard was Group Finance Director of Associated British Ports Holdings plc (FTSE 250). He was also a Non-Executive Director and the chairman of the Audit Committee of SSL International plc until its takeover in 2010.

Mr. Matthew Le Merle (age 50), Non-executive Director
Mr. Le Merle is a partner in Booz & Company’s Information Technology, Consumer and Media practice based in San Francisco. He focuses on serving leading multinational companies on issues of strategy, corporate development, marketing and sales, operational improvement, innovation, and leadership. Mr. Le Merle brings more than 25 years of experience as a consultant at McKinsey & Company, AT Kearney, and Monitor Group, including leading the West Coast practices of the latter two firms. He is also a Director of the Bay Area Council, a member of the Academy for Interactive Arts and Sciences, a Fellow of the Royal Geographical Society and was appointed to the Governor of California’s China Delegation in 2010 and to the Governor’s Life Sciences Council in 2005.