UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Date of event requiring this shell company report:
Commission File Number: 001-41253
(Exact name of Registrant as specified in its charter)
| Not applicable | Island of Guernsey | |||||||||||||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) | |||||||||||||
Super Group (SGHC) Limited Telephone: +44 (0)1481 822 939 (Address of Principal Executive Offices) | ||||||||||||||
Puglisi & Associates
Telephone: (302 ) 738-6680
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: On December 31, 2022, the issuer had 497,887,721 ordinary shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Emerging growth company | ||||||||||||||||||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. | ||||
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). □
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP ☐ | International Financial Reporting Standards as issued | Other ☐ | ||||||||||||||||||||||||
| by the International Accounting Standards Board | ☒ | |||||||||||||||||||||||||
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
SUPER GROUP (SGHC) LIMITED
TABLE OF CONTENTS
| Page | ||||||||||||||||||||||||||
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ii | |||||||||||||||||||||||||
| CONVENTIONS WHICH APPLY TO THIS REPORT AND EXCHANGE RATE PRESENTATION | iv | |||||||||||||||||||||||||
| TRADEMARKS, TRADE NAMES AND SERVICE MARKS | iv | |||||||||||||||||||||||||
| MARKET AND INDUSTRY DATA | iv | |||||||||||||||||||||||||
| PART I | 1 | |||||||||||||||||||||||||
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 | ||||||||||||||||||||||||
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 | ||||||||||||||||||||||||
| ITEM 3. | KEY INFORMATION | 2 | ||||||||||||||||||||||||
| ITEM 4. | INFORMATION ON THE COMPANY | 46 | ||||||||||||||||||||||||
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 71 | ||||||||||||||||||||||||
| ITEM 5. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 71 | ||||||||||||||||||||||||
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 99 | ||||||||||||||||||||||||
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 112 | ||||||||||||||||||||||||
| ITEM 8. | FINANCIAL INFORMATION | 115 | ||||||||||||||||||||||||
| ITEM 9. | THE OFFER AND LISTING | 116 | ||||||||||||||||||||||||
| ITEM 10. | ADDITIONAL INFORMATION | 117 | ||||||||||||||||||||||||
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 127 | ||||||||||||||||||||||||
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 127 | ||||||||||||||||||||||||
| PART II | 128 | |||||||||||||||||||||||||
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 128 | ||||||||||||||||||||||||
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 128 | ||||||||||||||||||||||||
| ITEM 15. | CONTROLS AND PROCEDURES | 129 | ||||||||||||||||||||||||
| ITEM 16. | [RESERVED] | 131 | ||||||||||||||||||||||||
| PART III | 132 | |||||||||||||||||||||||||
| ITEM 17. | FINANCIAL STATEMENTS | 132 | ||||||||||||||||||||||||
| ITEM 18. | FINANCIAL STATEMENTS | 132 | ||||||||||||||||||||||||
| ITEM 19. | EXHIBITS | 132 | ||||||||||||||||||||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report on Form 20-F (including information incorporated by reference herein, the “Annual Report” or the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance.
The words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements relate to expectations for our future operations, financial performance and business strategies. Specifically, forward-looking statements may include statements relating to:
•operational, economic, political and regulatory risks;
•the potential opportunity for profitability within targeted markets and geographic regions;
•the impact of seasonality effects;
•natural disasters and other business disruptions including outbreaks of epidemic or pandemic disease and their impact on our business;
•failure to retain key personnel or identify performance problems;
•our inability to recognize deferred tax assets and tax loss carry forwards;
•our future operating results fluctuating, failing to match performance or to meet expectations;
•unanticipated changes in our tax obligations;
•our obligations under various laws and regulations;
•the effect of litigation, judgments, orders or regulatory proceedings on our business;
•our ability to successfully expand and launch into new markets;
•global or local economic and political movements;
•our ability to effectively manage our credit risk and collect on our accounts receivable;
•our ability to fulfill our public company obligations;
•any failure of our management information systems and data security;
•our ability to meet our working capital and capital expenditure requirements and obligations;
•our growth strategies;
•our marketing strategies and plans;
•pending acquisitions;
•the recognition of business combinations and acquisitions within our financial results;
•the effectiveness of non-GAAP financial information in evaluating our performance;
•changes in accounting policies applicable to us;
•the development and maintenance of effective internal controls; and
•other risks and uncertainties discussed in the section titled “Risk Factors” in this Report.
You should refer to the section of this Report titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot offer assurances that the forward-looking statements in this Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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In addition, statements that “we believe” and other similar statements reflect our belief and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherent uncertain and readers are cautioned not to unduly rely upon these statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
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CONVENTIONS WHICH APPLY TO THIS REPORT AND EXCHANGE RATE PRESENTATION
In this Report, unless otherwise specified or the context otherwise requires:
•“€,” “EUR” and “Euro” each refer to the Euro.
•“$,” “USD” and “U.S. dollar” each refer to the United States dollar;
•“£,” “GBP” and “pounds” each refer to the British pound sterling; and
Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.
Certain amounts that appear in this Report may not sum due to rounding.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
We and our subsidiaries own or have rights to trademarks, trade names and service marks that we use in connection with the operation of our businesses. In addition, our names, logos and website names and addresses are our trademarks or service marks. Other trademarks, trade names and service marks appearing in this Report are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this Report are listed without the applicable ®, ™ and SM symbols, but such references are not intended to indicate, in any way, that we or the owners thereof will not assert, to the fullest extent under applicable law, our or their rights to these trademarks, trade names and service marks.
MARKET AND INDUSTRY DATA
In this Report we present industry data, information and statistics regarding the markets in which we compete, as well as statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data (collectively, “Industry Analysis”). Such information is supplemented where necessary with our internal estimates, taking into account publicly available information about other industry participants and the judgment of our management where information is not publicly available. This information appears in “Business” and other sections of this Report.
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this Report. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
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PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | ||||
Not applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | ||||
Not applicable.
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| ITEM 3. | KEY INFORMATION | ||||
| A. | [Reserved] | ||||
| B. | Capitalization and Indebtedness | ||||
Not applicable.
| C. | Reasons for the Offer and Use of Proceeds | ||||
Not applicable.
| D. | Risk Factors | ||||
Summary of Risk Factors
Our business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this Report and in other documents we file with or furnish to the Securities and Exchange Commission (the “SEC”), including the following risk factors, before deciding to invest in or to maintain an investment in our securities. Our business, as well as our reputation, financial condition, results of operations and share price, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material. These risks include, among others, the following:
•Our business depends on the success, including win or hold rates, of existing and future online betting and gaming products, which rely on a variety of factors and are not completely controlled by us.
•Competition within the broader entertainment industry is intense and our existing and potential customers may be attracted to competing betting and gaming options, as well as other forms of entertainment such as video games, television, movies and sporting events. If our offerings do not continue to be popular with existing customers and attract potential customers, our business would be harmed.
•Although the spread of COVID-19 infections and mortality rates appear to have receded in all of our key markets and COVID-19 related restrictions have widely been lifted, historic restrictions have nonetheless affected our business, financial condition, results of operations and prospects. We cannot be certain that a new strain of the virus will not lead to future reductions in the quantity of global sporting events, closures or restrictions on business operations of our suppliers, partners and sports organizations or a decrease in consumer spending. Pandemic restrictions that led to increased activity in online casino gaming have since been loosened or removed, resulting in at least partial return of customer activity to pre-pandemic levels in some markets.
•We rely on third-party service providers such as (i) third-party providers to validate the identity and identify the location of our customers, (ii) third-party payment processors to process deposits and withdrawals made by our customers into our platforms, (iii) third-party marketing and customer communications systems providers, (iv) third-party casino content, product and technology providers, (v) third-party sportsbook technology providers, (vi) third-party sports data providers for real-time and accurate data for sporting events, and (vii) third-party outsourced services providers, among others. If our third-party providers do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.
•We license the Betway brand, for a fixed fee, for use by DGC USA in the United States and, for a fixed fee plus an additional fee equal to a percentage of Betway’s global brand marketing spend, to a third party for use in China, Thailand and Vietnam. A decline in such third-party operators’ financial performance or a termination of the brand licenses by such third parties could have an adverse effect on our business.
•Our financial guarantee arrangement under DGC’s loan facility with Standard Bank may limit our operational flexibility or otherwise adversely affect our results of operations or cash needs
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•If we fail to detect fraud or theft related to our offerings, including by our customers and employees, we will suffer financial losses and our reputation may suffer which could harm our brand and reputation and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation, which could ultimately lead to regulatory penalties, including potential loss of licensure.
•We rely on strategic relationships with land-based casinos, sports teams, event planners, local licensing partners and advertisers in order to be able to offer and market our products in certain jurisdictions. If we cannot maintain these relationships and establish additional relationships, our business, financial condition and results of operations could be adversely affected.
•The requirements of being a public company, including compliance with the requirements of the Sarbanes-Oxley Act and maintaining effective internal controls over financial reporting, may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses associated with being a public company may be greater than we anticipate.
•Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business as a public company.
•If our existing material weaknesses persist or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operation, which may adversely affect investor confidence in us and, as a result, the value of our Ordinary Shares and our overall business.
•Economic downturns, abrupt or unexpected changes in interest rates or increases in inflation or inflationary expectations, reductions in discretionary consumer spending and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations. In the event of any such impacts happening, we cannot be certain as to the extent or duration thereof.
•We are susceptible to macroeconomic events and geopolitical factors, which may adversely affect our business, prospects, financial condition or results of operations.
•We face significant challenges associated with our participation in the Ontario market and in Canada as a whole.
•The gaming laws of different jurisdictions vary in both nature and application, and may be subject to alternate interpretations. Jurisdictions may or may not incorporate regulatory frameworks that provide a clear basis for the licensed provision of our gaming products and services to their residents. As a consequence, legal and enforcement risk may be unclear or uncertain in a number of the jurisdictions in which we operate and from which we generate a significant portion of our revenue, and there is a risk that regulators or prosecutors in these territories may seek to take legal action against us even in jurisdictions in which we believe our offerings are lawful based on advice from local counsel. Furthermore, we have in the past faced claims from customers contesting the legal basis of our services in certain jurisdictions, and may face similar claims again in the future.
•Failure to comply with legal or regulatory requirements in a particular regulated jurisdiction, or the failure to successfully obtain a license or permit in a particular jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other regulated jurisdictions, or could cause the rejection of license applications or cancellation of existing licenses in other regulated jurisdictions, or could cause financial institutions, online and mobile platforms, advertisers and distributors to stop providing services to us which we rely upon to receive payments from, or distribute amounts to, our customers, or otherwise to deliver and promote our offerings.
•We are party to pending litigation and regulatory and tax audits in various jurisdictions and with various plaintiffs and we may be subject to future litigation and regulatory and tax audits in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.
•Failure to protect or enforce our intellectual property rights, the confidentiality of our trade secrets and confidential information, or the costs involved in protecting or enforcing our intellectual property rights and confidential information, could harm our business, financial condition and results of operations.
•Our collection, storage and use, including sharing and international transfers, of personal data are subject to applicable data protection and privacy laws, and any actual or perceived failure to comply with such laws may harm our reputation and business or expose us to fines, civil claims (including class actions), and other enforcement action. The protection of personal information is becoming increasingly regulated and changes in
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applicable laws may require changes to our policies, practices, procedures and personnel which may require material expenditures and harm our financial condition and results of operations.
•We will rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and offerings. Failure to maintain, renew or expand existing licenses may require us to modify, limit or discontinue certain offerings, which could adversely affect our business, financial condition and results of operations.
•We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technological infrastructure and adversely affect our operating results and growth prospects. Our games and other software applications and systems, and the third-party platforms upon which they are made available could contain undetected errors.
•Our internal forecasts are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations of the jurisdictions in which we operate, or seek to operate, our business. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.
•The coverage of our business or our securities by securities or industry analysts or the absence thereof could adversely affect our securities and trading volume.
•Because we are incorporated under the laws of the Island of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. courts may be limited; and
•the other factors set forth under “Risk Factors.”
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RISK FACTORS
An investment in our securities involves a high degree of risk. You should consider carefully the risk factors below, as well as the other information contained in this Annual Report before making an investment decision. Any of the risk factors could significantly and negatively affect our business, financial condition, results of operations, cash flows, and prospects and the trading price of our securities. You could lose all or part of your investment.
Risks Related to Our Business
Our business depends on the success, including win or hold rates, of existing and future online betting and gaming products, which rely on a variety of factors and are not completely controlled by us.
The sports betting and online casino gaming industries are characterized by an element of chance. Accordingly, we employ theoretical win rates, probability distributions and related models to estimate what a certain type of sports bet or online casino game, on average, will win or lose in the long run. Our revenue is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on the sports betting and online casino games that we offer to our customers. We use the hold percentage as an indicator of an online casino game’s or sports bet’s performance against its expected outcome. Although each sports bet or online casino game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period, particularly in the short term.
In the short term, for online casino wagering and online sports wagering, the element of chance may affect win rates (hold percentages); these win rates, particularly for online sports wagering, may also be affected in the short term by factors that are largely beyond our control, such as unanticipated event outcomes, a customer’s skill, experience and behavior, the mix of games played or wagers placed, the financial resources of customers, the volume of wagers placed and the amount of time spent gambling. For online casino games, it is possible a random number generator outcome or game will malfunction or is otherwise misprogrammed to pay out wins in excess of the game’s mathematical design and award errant prizes. Factors that are nominally within our control, such as the level of incentives or bonuses or comps given to customers, might, for various reasons both within and beyond our control, not be well-controlled and hence in turn might impact win rates. For online sports wagering, it is possible that our platform erroneously posts odds or is otherwise misprogrammed to pay out odds that are highly favorable to bettors, and bettors place wagers before the odds are corrected. Additionally, odds compilers and risk managers are capable of human error, so even if our wagering products are subject to a capped payout, significant volatility can occur. Similarly, inadvertently over-incentivizing customers can convert a sports wager or casino game that would otherwise have been expected to be profitable for us into one with a positive expectation for the player.
As a result of the variability in these factors, the actual win rates on our sports betting and online casino gaming offerings may differ from the theoretical win rates we have estimated and could result in the winnings of our sports betting or online casino gaming customers exceeding those anticipated. The variability of win rates (hold rates) also has the potential to negatively impact our business, financial condition, results of operations, prospects and cash flows.
Our business relies for its success on entertaining customers by means of a wide range of potential wagering opportunities. In recent years an increasing percentage of sports betting wagering has been derived from “in-play” or “in-game” wagering, which refers to the wagers that customers make during the course of a sports event (as opposed to “pre-game” or “ante-post” wagers made before the start of a sports event) on the outcome of related events that occur pursuant to the primary event. Examples of this include “Scorer of the next goal” in a soccer match, or “Winner of the next point” in a tennis match. Where such wagers are allowed, there can be no assurance that regulators will not in the future seek to prohibit such forms of wagering, and where such wagers are not yet allowed there can be no assurance that regulators will ever allow them. If such “in-play” wagering is prohibited in any market then our business, financial condition, results of operations, prospects and cash flows might be negatively impacted.
Similarly, for casino games there can be no assurance that existing casino game features will always be allowed or that new casino game features will be allowed or that regulators will not seek to constrain the operation of games in any way, for example by limiting the rate or speed of game play. If game features or other relevant aspects of casino game design are constrained then our business, financial condition, results of operations, prospects and cash flows might be negatively impacted.
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The success of our business depends on the quality of our strategy and our ability to execute on it.
Our business strategy makes a number of assumptions about the current and future state of the industry that we operate in, including but not limited to environmental factors such as the current and future state of the markets and economies that we operate in, the current and expected future actions of governments around the world, the current and future capacity and effectiveness of our competitors, and the current and future desires and wants and means of our customers. Our strategy also makes assumptions about the current and future state of our own business, including our capacity and effectiveness and our ability to respond to all of the aforementioned environmental factors, amongst others. All of these assumptions are informed by data and information that is publicly available and which we gather for ourselves and by our ability to process and understand such data and information. Any or all of our assumptions may prove to be faulty and/or our data and/or information may be inaccurate or incomplete, in which case our strategy may prove to be incorrect or inadequate for the demands of our industry. Even if our strategy is a good one, we cannot be certain that our business is equipped to execute the plans and actions that might be necessary to achieve success. If any of our assumptions are incorrect and/or our strategy is poor and/or we are unable to execute on our strategy then our business, financial condition, results of operations, prospects and cash flows might be negatively impacted.
The success of our business depends in part on our ability to anticipate and satisfy customer preferences in a timely manner.
As we operate in a dynamic environment characterized by rapidly changing industry and legal standards, our products are subject to changing consumer preferences that cannot be predicted with certainty. We need to continually introduce new offerings and identify future product offerings that complement our existing platforms, respond to our customers’ needs and improve and enhance our existing platforms to maintain or increase our customer engagement and growth of our business. We may not be able to compete effectively if our sports betting odds pricing and casino game design are not competitive and/or unless our product selection keeps up with trends in the digital sports entertainment and gaming industries in which we compete, or trends in new gaming products. If we are unable to anticipate and satisfy customer preferences in a timely manner and/or we are unable to provide competitive and appealing products to our customers, then our business, financial condition, results of operations, prospects and cash flows might be negatively impacted.
Competition within the broader entertainment industry is intense and our existing and potential customers may be attracted to competing betting and gaming options, as well as other forms of entertainment such as video games, television, movies and sporting events. If our offerings do not continue to be popular with existing customers and attract potential customers, our business would be harmed.
We operate in the global entertainment betting and gaming industries within the broader entertainment industry with our business-to-consumer offerings, including sports betting and online casino gaming. Our customers are offered a vast array of entertainment choices. Other forms of entertainment, such as television, movies, sporting events, other forms of non-gambling games and in-person casinos, are well established and may be perceived by our customers to offer greater variety, affordability, interactivity and enjoyment. New and alternative product categories are continuously evolving that may be perceived by our customers to offer equivalent or better entertainment, including casual games, daily fantasy sports (a variation on fantasy sports leagues), and apps and websites that offer the trading of financial instruments in a manner that incorporates elements that are similar to gambling. We compete with these other forms of entertainment for the discretionary time and income of our customers. If we are unable to sustain sufficient interest in our product offerings in comparison to other forms of entertainment, including new forms of entertainment, our business model may not continue to be viable.
The specific industries in which we operate are characterized by dynamic customer demand and technological advances, and there is intense competition among online gaming and entertainment providers. A number of established, well-financed companies producing online gaming and/or interactive entertainment products and services compete with our offerings, and other well-capitalized companies may introduce competitive services. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, which could negatively impact our business. Our competitors may also develop products, features, or services that are similar to ours or that achieve greater market acceptance. Furthermore, new competitors, whether licensed or not, may enter the online gaming industry. There has also been considerable consolidation among competitors in the entertainment, betting and gaming industries and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products,
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gain a larger market share, expand offerings and broaden their geographic scope of operations. If we are not able to maintain or improve our market shares, or if our offerings do not continue to be popular, our business could suffer.
If there is another outbreak of COVID-19 or a similar pandemic, it could lead to future reductions in the quantity of global sporting events, closures or restrictions on business operations of our suppliers, partners and sports organizations or a decrease in consumer spending. While restrictions that led to increased activity in online casino gaming during the COVID-19 pandemic have since been loosened or removed, we cannot be certain of a full return to pre-pandemic levels in online gaming activities.
Actions taken beginning in 2020 to help mitigate the spread of COVID-19 included restrictions on travel, cancellation of sporting events, quarantines in certain areas and forced closures for certain types of public places and businesses. COVID-19 and actions taken to mitigate its spread had a number of significant and lasting adverse impacts on the economies and financial markets of many countries, including in the geographical areas in which we operate. COVID-19 and actions taken to mitigate its spread also had a significant impact on our business, our suppliers and our customers. The direct impact on our business, beyond disruptions in normal business operations, was driven by the suspension, postponement, cancellation or curtailment of major sports seasons and events during 2020 and 2021. While sporting events have since resumed, there can be no assurance that these seasons and events will not be further impacted again due to a resurgence of COVID-19 cases. Conversely, hard lockdowns, stay-at-home or shelter-in-place orders for the general populace in many jurisdictions accelerated the shift to online commerce, which benefited our business in some areas. Customer activity appears to be returning towards pre-pandemic levels in some markets, but there will nonetheless be lasting effects on our business, the extent of which are not yet known and may take some time to become clear, particularly if any subsequent waves of the pandemic lead to the reinstatement of similar restrictions in the future.
Although COVID-19 infection and mortality rates have receded in our key markets, the ultimate extent of the impact of COVID-19 on our business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of any future waves of the pandemic, including as a result of impacts on global economies and the timing, scope and effectiveness of federal, state and local governmental responses to future waves of the pandemic in the United States and national, provincial, state, regional and local responses elsewhere around the world. The COVID-19 pandemic resulted in government authorities implementing measures to try to contain the virus, including travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. The reimplementation of these or similar measures in the future may adversely impact our relationships with existing and potential new business partners globally, our employees and operations and the operations of our business partners, and may negatively impact our business. Our sports betting revenues are dependent on interest in sporting events, which have been, and maybe in the future, substantially limited during times of business shutdowns, the prohibition or reduction of physical participation in such activities or the cancellation or postponement of sporting events. In addition global travel restrictions could impact our relationships with existing or potential new partners around the world.
In recent periods coinciding with the COVID-19 pandemic, we saw significant growth in online sports betting and casino gaming revenues from existing and new customers, as the COVID-19 pandemic appeared to accelerate the shift of customers to online entertainment. There is some evidence that the subsequent easing of government restrictions has softened or reversed this trend in some markets, possibly as customers seek to spend their entertainment dollars through physical participation and not online activities. These effects make the comparison of our current and historical performance very difficult. In particular, the growth in our active wagering customer numbers and our revenues may be distorted and our historic growth may not be a useful or accurate guide to our expected future performance.
There is no certainty that any actions taken by us will be sufficient to mitigate the risks posed by the COVID-19 pandemic or that the general trend towards online commerce will continue to be of benefit to us. These factors related to COVID-19 are beyond our knowledge and control and, as a result, at this time, we are unable to predict the ultimate impact, both in terms of severity and duration, that the COVID-19 pandemic will have on our business, operating results, cash flows and financial condition.
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Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance.
Although the sporting calendar is year-round, there is seasonality in sporting events that may impact our operations. The broad geographical mix of our customer base also impacts the effect of seasonality as customers in different territories will place differing importance on different sporting competitions and those competitions will often have different sporting calendars. Sports organizations have their own significant sporting events such as the playoffs and championship games, which may cause increases in our revenues, and their own respective off-seasons, which may cause decreases in our revenues. Certain sports only hold events during portions of the calendar year. For example, our revenues are significantly impacted by the calendars of the major European and African football (soccer) leagues, international and Indian Premier League cricket, major American sports leagues, marquee horse racing events and major professional tennis tournaments. Our revenues may also be affected by the scheduling of major sporting events that do not occur annually, such as the FIFA World Cup, or the cancellation or postponement of sporting events. Similarly, management believes that there is some evidence that seasonality in casino gaming may occur at the time of certain major national holidays and/or vacation periods and hence it may occur that revenues and cashflow might be adversely affected during times of year when customers are naturally more likely to engage with other non-gaming activities. Such fluctuations and uncertainties may negatively impact our cash flows.
Because a significant portion of our sports betting business is based on open-air, live events, extreme weather conditions may result in the postponement or cancellation of such events and negatively impact our associated revenues.
Extreme weather conditions may interrupt live sporting events, causing their postponement or, in unusual circumstances, their cancellation. In such circumstances, because our sports betting operations rely on such events being carried out in accordance with pre-set timetables, we may be forced to reverse wagers already placed or remove future betting propositions. Climate change may make past weather conditions unrepresentative of future weather conditions and extreme weather conditions may increase in number or severity in the future. While certain sporting events may shift to closed environments, other sporting events may be ill-suited or less popular in such environments. We do not currently maintain insurance coverage applicable to cover either the costs or loss of revenue that we may incur due to the postponement or cancellation of events caused by extreme weather conditions. These circumstances may adversely affect our revenues and our customer relationships.
We make use of machine learning and other data science and analytics techniques and technologies throughout our business and attempt to integrate this into customer-facing systems in ways that may have significant effects on our revenues and profits. The nature of such systems is that their outcomes cannot always be predicted and, therefore, our periodic operating results will not be guarantees of future performance.
We use machine learning and data science and analytics methodologies and techniques to seek to understand individual customer preferences and attributes as well as to detect fraud and manage risk. Machine learning systems are by their nature often opaque and can evolve over time. If we fail to implement or maintain adequate controls over such systems, then they may evolve to produce outcomes that could adversely affect our results of operations.
Our machine learning and data science and analytics models are designed to analyze data attributes in order to identify complex transaction and behavior patterns. We do this for a number of purposes, including but not limited to fraud detection, determination of when and how to intervene in customer wagering activity for responsible gaming purposes, generation of personalized wagering and game recommendations in order to remove customer interface friction, and generation of personalized incentives (or disincentives, as the case may be) in order to optimize customer satisfaction, enjoyment and profitability. Our ability to continuously train and/or improve these systems will have material impacts on our revenues, especially as methods of committing fraud evolve and become more sophisticated and as competitors become better at evaluating and incentivizing and interacting with customers. However, it is possible that these systems may prove to be less accurate than we expect, or than they have been in the past, for a variety of reasons, including inaccurate assumptions or other errors made in building or training such systems, incorrect interpretations of the results of such systems, increased fraud sophistication beyond the capabilities of such systems, the emergence of very high value but very low volume or short-term transient risks that models of this nature might struggle to detect, and failure to timely update system assumptions and parameters. Further, the successful performance of our machine learning and data science and analytics models relies on the ability to constantly review and process large amounts of transactions and other data.
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If we are unable to attract new customers or retain existing customers, or if our systems for capturing and processing data were to degrade or fail in any way, then the amount of data reviewed and processed by our machine learning and data science and analytics models will be reduced or fail to grow at a pace that will allow us to continue to improve the efficiency of our models, which may reduce the accuracy of such systems. Additionally, such systems may not be able to effectively account for matters that are inherently difficult to predict or are otherwise beyond our control, such as social engineering and other methods of perpetrating fraud that do not lend themselves well to risk-based analysis. Material errors or inaccuracies in such machine learning and data science and analytics models could lead us to make inaccurate or sub-optimal operational or strategic decisions, which could adversely affect our business, financial condition and results of operations.
If the third-party providers on which we rely do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.
There is no guarantee that the third-party geolocation and identity verification systems that we rely on will perform adequately or will be effective. We rely on our geolocation and identity verification systems to ensure that we are in compliance with certain laws and regulations, and any service disruption to those systems would prohibit us from operating our platform and would adversely affect our business. Additionally, incorrect or misleading geolocation and identity verification data with respect to our current or potential customers received from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who should not be permitted to access them, or otherwise inadvertently deny access to individuals who should be able to access our offerings, in each case based on inaccurate identity or geographic location determination. Our third-party geolocation service providers rely on their ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes, disruptions or temporary or permanent failure to access such sources by our third-party service providers may result in their inability to accurately determine the location of our customers. Moreover, our inability to maintain our existing contracts with third-party service providers, or to replace them with equivalent third parties, may result in our inability to access geolocation and identity verification data necessary for our day-to-day operations. If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, and our business, financial condition, results of operations and prospects could be adversely affected.
We also rely on a limited number of third-party payment processors to process deposits and withdrawals made by our customers into our platform. If any of our third-party payment processors terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate payment processor, and may not be able to secure similar terms or replace such payment processor in an acceptable time frame. Relatedly, if any of our third-party payment processors attempt to vary the terms of an existing agreement with us, and we are unable to refuse the variance, such events may have an adverse effect on the results of our operations. Further, the software and services provided by our third-party payment processors may not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions or make timely payments to customers on our platform, any of which could make our platform less trustworthy and convenient and adversely affect our ability to attract and retain our customers.
All of our payments are made by credit card, debit card or through other third-party payment services, which subjects us to certain regulations and to the risk of fraud. We may in the future offer new payment options to customers that may be subject to additional regulations and risks and/or may incur higher transaction charges. We are also subject to a number of other laws and regulations relating to the payments we accept from our customers, including with respect to money laundering, money transfers, privacy and information security. Although we have implemented processes and have dedicated teams to ensure compliance with applicable rules and regulations, there have in the past, and there may be in the future, incidences where certain relevant information relating to “know your customer” (“KYC”) and/or anti-money laundering (“AML”) is not detected or established. If we fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines and/or higher transaction fees and may lose our ability to accept online payments or other payment card transactions, which could make our offerings less convenient and attractive to our customers. If any of these events were to occur, our business, financial condition, results of operations and prospects could be adversely affected.
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For example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by multiple authorities and governing bodies in the United States and numerous state and local agencies who may define money transmitter differently. For example, certain U.S. states may have a more expansive view of who qualifies as a money transmitter. Additionally, we could be subject to additional laws, rules and regulations related to the provision of payments and financial services, and if we expand into new jurisdictions, the various regulations and regulators governing our business that we are subject to will expand as well. In addition to fines, penalties for failing to comply with applicable rules and regulations could include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.
Additionally, our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might prohibit us from providing certain offerings to some customers, be costly to implement or difficult to follow. We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the customers on our platform violate these rules. Any of the foregoing risks could adversely affect our regulatory licensure, business, financial condition, results of operations and prospects.
Additionally, outages in our connectivity with our payment processors or their connectivity with downstream processors and networks might inhibit our ability to successfully process deposits and withdrawals on behalf of our customers. Errors in any of these systems may cause transactions to be processed multiple times or not at all, which may in turn result in customers being overcharged, overpaid or not paying us. Overcharging customers might result in representations, returns or chargebacks which might in turn jeopardize our relationships with our payment processors and potentially lead to fines and additional transaction costs or even the termination of our relationships with our payment processors. If we do not detect these errors timeously then we might over-credit to or under-deduct from our customers’ sports betting or casino accounts which might in turn result in customers being inadvertently given risk-free opportunities to gamble and thereby potentially win even larger amounts. We cannot guarantee that we will detect such outages or errors timeously nor that we will be able to recover any resulting losses from customers or third-party providers. Any attempts by us to recover such losses from our customers may cause our customers to have a negative experience and our brand or reputation may be negatively affected and our customers may be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, any such outages or errors could harm our reputation, business, financial condition, results of operations, cash flows and prospects.
Furthermore, if any of our payment processors terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we might need to find an alternate provider. Given the sometimes unique benefits and features of different payment options, exact replacement might not be possible and we may not be able to secure similar terms or benefits or features or replace such payment processors in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition, results of operations or prospects. Further, any negative publicity related to any of our payment processors, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
We rely on third-party service providers for components of our marketing and customer communications processes and systems. Failures or outages in these systems may inhibit our ability to acquire new customers or retain existing customers. The nature of these processes means that certain customer personal information may be transmitted through these systems. If these systems are compromised in any way then customer personal data might be compromised and in turn our customers’ perception of our reliability and security might be impacted. Any of the foregoing risks could adversely affect our business, financial condition, results of operations and prospects.
Furthermore, if any of our marketing and customer communications providers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we might need to find an alternate provider. Given the sometimes unique benefits and features of different marketing and customer communications systems, exact replacement might not be possible and we may not be able to secure similar terms or benefits or features or replace such systems in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition, results of operations or prospects. Further, any negative publicity related to any of our marketing and customer communications providers, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
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We rely on third-party providers for nearly all of our casino games. These third parties are responsible for the design, development and maintenance of these games. In the past there have been outages during which time one or more games have been unavailable. There have also been incidents where errors in the design or development or maintenance of these games has result in erroneous payouts to customers, including instances where games have erroneously produced positive expected returns to customers and hence losses for the casino. We cannot be certain that we will always detect such outages and errors timeously nor that we will be able to recover any losses resulting from errors either from customers or third-party providers. Any outages or attempts by us to recover such losses from errors from our customers may cause our customers to have a negative experience and our brand or reputation may be negatively affected and our customers may be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, any such outages and errors could harm our reputation, business and operating results.
Furthermore, if any of our casino game suppliers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we might need to find an alternate provider. Given the unique design of each casino game, exact replacement would not be possible and we may not be able to secure similar terms or product features or extent of product range or replace such providers in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition, results of operations or prospects. Further, any negative publicity related to any of our third-party casino game supplier partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
We rely on third-party providers for the majority of our sports betting product platforms. These third parties are responsible for the design, development and maintenance of these platforms. In the past there have been outages during which time wagering was either severely inhibited, delayed or unavailable. We cannot be certain that we will always detect such outages timeously nor that we will be able to recover any resulting losses from third-party providers. Any such outages may cause our customers to have a negative experience and our brand or reputation may be negatively affected and our customers may be less inclined to continue or resume utilizing our products or recommend our product to other potential customers. As such, any such outages could harm our reputation, business and operating results.
Furthermore, if any of our third-party sports betting product platform providers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we might need to find an alternate provider. Given the sometimes unique features of different sports betting platforms, exact replacement might not be possible and we may not be able to secure similar terms or features or replace such sports betting product platform providers in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition, results of operations or prospects. Further, any negative publicity related to any of our sports betting product platform providers, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
We also rely on third-party sportsbook technology providers with whom we have long-term relationships. We have agreements with Apricot Investments Limited (“Apricot”), one of the leading gaming software and content providers, for the exclusive provision of the Apricot sportsbook software and Player Account Management (“PAM”) system in a number of our most significant markets. Apricot supplies a significant portion of the casino games available for play across all our websites and apps. Any disruption in or termination of these relationships could harm our strategic growth.
We also rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events. We rely on this data to display sporting events, odds and outcomes to customers and/or to determine when and how bets are settled. We have experienced, and we may continue to experience, errors in this data feed which may result in us incorrectly displaying events, odds and outcomes and/ or settling bets. If we cannot adequately resolve any such issues then our customers may have a negative experience with our offerings, our brand or reputation may be negatively affected and our customers may be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, a failure or significant interruption in our service could harm our reputation, business and operating results.
Furthermore, if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or product features or replace such providers in an acceptable time frame.
Any of these risks could increase our costs and adversely affect our business, financial condition, results of operations or prospects. Further, any negative publicity related to any of our third-party sports data partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
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We also rely on third-party outsourced services providers for a variety of services or components thereof, including but not limited to customer support, risk and fraud prevention, “know-your-customer” and anti-money-laundering, software development, information technology and infrastructure maintenance and support, information and data security, database management, data analysis, marketing and related services, and product and website design and development. We rely on these third-party outsourced services providers to enable some of our products and offerings and in our interactions with suppliers and customers. If any of our third-party outsourced services providers provide inadequate or substandard service then our customers may have a negative experience with our offerings, our brand or reputation may be negatively affected, and our customers may stop utilizing our products and/or be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, inadequate or substandard service from any of our third-party outsourced services providers could harm our reputation, business and operating results.
Furthermore, if any of our third-party outsourced services providers terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or services or replace such third-party providers in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition, results of operations or prospects. Further, any negative publicity related to any of our third-party outsourced services providers, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.
We license the Betway brand for a fixed fee plus an additional fee equal to a percentage of Betway’s global brand marketing spend, to a third party for use in China, Thailand and Vietnam. A decline in such third-party operators’ financial performance or a termination of the brand licenses by such third parties could have an adverse effect on our business.
We license the Betway brand for a fixed fee plus an additional fee equal to a percentage of Betway’s global brand marketing spend to a third-party operator for use in China, Thailand and Vietnam. Our financial performance depends in part on maintaining our licenses with this third-party operator. Fees earned from third-party operators accounted for approximately 2.8% of our total revenue for the year ended December 31, 2022. A decline in such third-party operator’s financial performance, competition from competitors or a deterioration in our relationships for other reasons could lead to termination of the brand licenses by such third-party operators, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Our financial guarantee arrangement under DGC’s loan facility with Standard Bank may limit our operational flexibility or otherwise adversely affect our results of operations or cash needs.
Pursuant to the terms of our financial guarantee arrangement with DGC under DGC’s loan facility with Standard Bank, we agreed to certain restricted cash obligations which may limit our operational flexibility or otherwise adversely affect our results of operations or cash needs.
Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand and reputation, including as a result of negative publicity, our business and operating results may be harmed.
We believe that developing, maintaining and enhancing our brands, especially our single-brand sportsbook Betway but also our multi-brand portfolio of casinos, Spin, is critical to achieving widespread acceptance of our products and services, attracting new customers, retaining existing customers, persuading existing customers to adopt additional products and services and hiring and retaining our employees. We believe that the importance of our brand will increase as competition in our markets further intensifies. Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, our ability to provide high-quality, reliable and cost-effective products and services, the perceived value of our products and services and our ability to provide quality customer support. Brand promotion activities require us to make substantial expenditures. The promotion of our brands, however, may not generate customer awareness or increase revenue to the extent we anticipate, or at all, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.
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We operate in a public-facing industry where negative publicity, including from our customers, whether or not justified, can spread rapidly through, among other things, social media. To the extent that we are unable to respond timeously and appropriately to negative publicity or to the extent our responses to negative publicity are not fairly published or not positively received, our reputation and brands could be harmed. Moreover, even if we are able to respond in a timely and appropriate manner, we cannot predict how negative publicity may affect our reputation and business.
We and our employees also use social media to communicate externally. There is risk that the use of social media by us or our employees to communicate about our business or for any other purpose even in a personal capacity may give rise to negative publicity or liability or result in public exposure of personal information of our employees or customers, each of which could affect our reputation, revenue, business, results of operations and financial condition.
We rely on several different marketing channels to acquire and retain customers and to promote our brands and our products. If we are not able to effectively acquire and retain customers via such channels then our business and operating results may be harmed.
We undertake a variety of marketing initiatives, including traditional marketing channels (such as television, print and radio), digital marketing (such as online display advertising, search engine marketing, social media and “affiliates” marketing) and retention marketing (including via email, text messages and social media). Traditional marketing channels are by their nature difficult to measure. Digital marketing is typically more measurable but somewhat more complex to undertake. Retention marketing is subject to customer consent, which is not always granted or may be revoked. Our ability to execute on our marketing plans is subject to regulatory constraints in each market and it is not unusual for marketing-related regulations to change from time to time. If our ability to monitor and measure performance of any of these channels is compromised or if our ability to execute our plans in any of these channels is in any way inhibited then our ability to acquire and retain customers may be hampered and our business, financial condition, results of operations, cash flows and prospects may suffer.
In some regions and for some brands or products we may rely extensively on independent third-party marketers, known as “affiliates” marketers. “Affiliates” is an industry term that describes independent third parties which assist us in acquiring new customers and which are generally paid on a revenue-share or cost-per-acquisition basis. Despite the word “affiliate”, these are independent parties that are not otherwise affiliated with us. Notwithstanding that in some jurisdictions for license purposes we are deemed to control these “affiliates” marketers, their actions in the marketing of our brands are not directly within our control and hence actions, errors, omissions or intentional malfeasance on their part may cause damage to our brands, our business, our prospects and our financial results before we are able to detect such actions, errors, omissions or intentional malfeasance and/or do anything to mitigate the effects thereof. In particular, we can be held accountable by regulatory authorities for actions by such third parties in contravention of our license in a given jurisdiction, which in turn may lead to fines, license suspension, loss of license or other censure, which may in turn harm our business, our prospects and/or our financial performance. Our agreements with such marketers are sometimes such that we are obliged to pay them an ongoing share of revenues derived from customers that they introduce to us, or sometimes such that we are required to pay them a “cost per acquisition” capitation fee for each customer introduced, or sometimes a combination of both. Such third-party “affiliates” are under no obligation to continue introducing customers to us, but we may be obliged to continue to pay them future revenue shares where applicable nonetheless. Our lack of control over such marketers also means that if, for whatever reason, their effectiveness or ability to introduce us to new customers deteriorates then we may have no ability to mitigate or reverse the loss of new customers from this channel. Such marketers may also in certain circumstances have some degree of ongoing influence over the customers that they introduce to us, and hence may be able to subsequently entice such customers away from our brands if they choose to do so.
In some regions and for some brands we may make use of search engine marketing (SEM, which is the purchase of advertising against keywords on search engines) and search engine optimization (SEO, which is the adaptation of our websites and employment of other techniques in order to achieve more favorable rankings when customers search for gambling-related keywords on search engines). Search engines such as Google regularly change their internal proprietary and confidential algorithms by which SEM and SEO operate and typically do so in ways that are not predictable as to timing or effect. If we fail to adapt our marketing methods to these changes or if our competitors do so better than we do then our business, financial condition, results of operations, cash flows and prospects may suffer. Search engines such as Google typically only allow the purchase of advertising against gambling-related keywords by licensed operators in explicitly regulated markets. Accordingly, in markets that are not explicitly regulated but where we are nonetheless legally able to trade, such as Canada outside of Ontario, search engines typically do not allow the purchase of advertising against gambling-related keywords by online gaming operators. While we adhere to this restriction, we cannot be certain that less scrupulous competitors will do the same. If such competitors are able to evade restrictions in such markets, then our ability to acquire new customers may be hampered in those markets as a result. Similarly, search engines typically place restrictions on the manner in which entities or persons who are not the holders of a trademark may advertise against
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keywords relating to that trademark. If competitors are able to evade restrictions in this regard, then our ability to acquire and retain customers may be hampered as a result.
Several of our marketing channels rely on being able to successfully track customers across different websites and apps and/or to augment our own data with additional marketing data for purposes of measuring and monitoring the effectiveness of our marketing campaigns and/or effectively adapting or executing on our marketing campaigns. The ability to do this is under threat of restrictive legislation in some jurisdictions and technology platform providers such as Google and Apple have taken steps to restrict such tracking and augmentation and we expect that further restrictions may be added in future. Such restrictions may hamper our ability to acquire or retain customers and thereby cause our business, financial condition, results of operations, cash flows and prospects to suffer.
Our growth depends in part, on the success of our strategic relationships with third parties. Overreliance on certain third parties, or our inability to extend existing relationships or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.
We rely on relationships with sports teams and leagues worldwide, advertisers, casinos and other third parties in order to attract and retain customers to our offerings. These relationships along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses direct consumers to our offerings. In addition, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including other online betting and online casino gaming products with whom we compete. While we believe that there are other third parties that could drive customers to our offerings, adding or transitioning to them may disrupt our business and increase our costs. In the event that any of our existing relationships or our future relationships fail to provide services to us in accordance with the terms of our arrangement, or at all, and we are not able to find suitable alternatives, this could impact our ability to attract and retain customers cost effectively and harm our business, financial condition, results of operations and prospects.
Our growth prospects may suffer if we are unable to develop successful offerings or if we fail to pursue additional offerings. In addition, if we fail to make the right investment decisions in our offerings and technology, we may not attract and retain customers and partners, and our revenue and results of operations may decline.
The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products and service offerings, as well as in customer demands and expectations and regulations. We must continuously make decisions regarding in which offerings and technology we should invest to meet customer demand in compliance with evolving industry standards and regulatory requirements and must continually introduce and successfully market new and innovative technologies, offerings and enhancements to remain competitive and effectively stimulate customer demand, acceptance and engagement. Our ability to engage, retain, and increase our customer base and to increase our revenue will depend on our ability to successfully create new offerings, both independently and together with third parties. We may introduce significant changes to our existing technology and offerings or develop and introduce new and unproven products and services, with which we have little or no prior development or operating experience. The process of developing new offerings and systems is inherently complex and uncertain, and new offerings may not be well received by customers, even if well-reviewed and of high quality. If we are unable to develop technology and products that address customers’ needs or enhance and improve our existing technology and offerings in a timely manner, this could have a material adverse effect on our business, financial condition, results of operations and prospects.
Although we intend to continue investing in our research and development efforts, if new or enhanced offerings fail to engage our customers, we may fail to attract or retain customers or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may seriously harm our business. In addition, management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time that we decided to execute any new initiative. Creating additional offerings can also divert our management’s attention from other business issues and opportunities. Even if our new offerings attain market acceptance, those new offerings could exploit the market share of our existing product offerings or share of our customers’ wallets in a manner that could negatively impact our business. Furthermore, such expansion of our business increases the complexity of our business and places an additional burden on our management, operations, technical systems and financial resources and we may not recover the often-substantial up-front costs of developing and marketing new offerings, or recover the opportunity cost of diverting management and financial resources away from other offerings. In the event of continued growth of our operations, products or in the number of third-party relationships, we may not have adequate resources, operationally, technologically or otherwise to support such growth and the quality of our technology, offerings or our relationships with third parties could suffer. In addition, failure to effectively identify, pursue and execute new business initiatives, or to
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efficiently adapt our processes and infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition, results of operations and prospects.
Additionally, we may make bad or unprofitable decisions regarding these investments. If new or existing competitors offer more attractive offerings, we may lose customers or customers may decrease their spending on our offerings. New customer demands, superior competitive offerings, new industry standards or changes in the regulatory environment could render our existing offerings unattractive, unmarketable or obsolete and require us to make substantial unanticipated changes to our technology or business model. Our failure to adapt to a rapidly changing market or evolving customer demands could harm our business, financial condition, results of operations and prospects.
Our internal forecasts are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations of the jurisdictions in which we operate, or seek to operate, our business. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.
We operate in a rapidly evolving and highly competitive industry and our internal forecasts are subject to the risks and assumptions made by management with respect to this industry. Operating results are difficult to forecast because they generally depend on our assessment of factors that are inherently beyond our control and impossible to predict with certainty, such as the timing of adoption of future legislation and regulations by different jurisdictions. Furthermore, if we invest in the development of new products or distribution channels that do not achieve commercial success, whether because of competition or otherwise, we may not recover the often material “up front” costs of developing and marketing those products and distribution channels, or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels.
Additionally, our business may be affected by reductions in customer acquisition, customer persistency and customer spending as a result of numerous factors which may be difficult to predict. This may result in decreased revenue levels, and we may be unable to adopt timely measures to compensate for any unexpected shortfall in income. Our profitability projections make numerous assumptions about the expected future levels of various expense items. Historically most of these expense items have been relatively stable or predictable either in absolute terms or in relation to revenue but there is no certainty that such stability or predictability will continue into the future. These inabilities could cause our operating results in a given period to be higher or lower than expected. If actual results differ from our estimates, analysts may negatively react and our share price could be adversely impacted.
We may require additional capital to support our growth plans, and such capital may not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.
We have made and intend to make significant investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new offerings and features or enhance our existing offerings and features, undertake large scale brand and other marketing campaigns, enter into strategic partnerships with multiple sports teams and leagues, enter into market access agreements, launch into new markets, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, capital markets conditions and other factors. If we raise additional funds by issuing equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our currently issued and outstanding equity or debt, and our existing shareholders may experience dilution. If we are unable to obtain additional capital when required, or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be adversely affected, and our business may be harmed.
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Negative events or negative media coverage relating to, or a declining popularity of, online sports betting, online casino gaming or the underlying sports or athletes on which sports betting is derived, or other negative coverage may adversely impact our ability to retain or attract customers, which could have an adverse impact on our business.
Public opinion can significantly influence our business. Unfavorable publicity regarding, for example, us, our product changes, product quality, litigation, or regulatory activity, or regarding the actions of third parties with whom we have relationships or the underlying sports (including declining popularity of the sports or athletes) could harm our reputation. In addition, a negative shift in the perception of sports betting and online casino gaming by the public or by politicians, lobbyists or others could affect future legislation of sports betting and online casino gaming, which could cause jurisdictions to impose new restrictions on or prohibit sports betting or online casino gaming in jurisdictions in which we currently operate. Furthermore, illegal betting activity by athletes could result in negative publicity for our industry and could harm our brand reputation. Negative public perception could also cause jurisdictions to abandon current plans or proposals to legalize sports betting and online casino gaming, thereby limiting our future growth potential. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customer base and result in decreased revenue or slower customer growth rates, which could harm our business.
Fraud, corruption or negligence related to sports events, of any sort, whether by or involving our employees or not, may adversely affect our business, financial condition and results of operations and negatively impact our reputation.
Our reputation and the strength of our brand are key competitive strengths. To the extent that the sports and sports betting industry as a whole or the Company, relative to its competitors, suffers a loss in credibility, our business will be significantly impacted. Factors that could potentially have an impact in this regard include fraud, corruption or negligence related to sports events, including as a result of actual or attempted or alleged match fixing, whether this involves our employees or not. Damage to reputation and credibility could have a material adverse impact on our regulatory licensure, business, financial condition and results of operations.
If we fail to detect fraud or theft related to our offerings, including by our customers and employees, we will suffer financial losses and our reputation may suffer which could harm our brand and reputation and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation, which could ultimately lead to regulatory penalties, including potential loss of licensure.
We have in the past incurred, and may in the future incur, losses from various types of financial fraud, including use of stolen or fraudulent credit card data, claims of unauthorized payments by customers and attempted payments by customers with insufficient funds. Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. Under current credit card practices, we may be liable for use of funds on our platform with fraudulent credit card data, even if the associated financial institution approved the credit card transaction and may be subject to fines or other sanctions including the termination of our payment processing relationships. If we are unable to detect or are delayed in detecting the actions of successful perpetrators of fraud then such customers may be able to effectively gamble risk-free and may be able to withdraw and be paid any resulting winnings before we have been able to detect the fraud. In such cases we are unlikely to be able to recover the proceeds.
Acts of fraud may involve various tactics, including collusion. Successful exploitation of our systems could have negative effects on our product offerings, services and customer experience and could harm our reputation. Failure to discover such acts or schemes in a timely manner could result in harm to our operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially causing a material adverse effect on our business, financial condition, results of operations and prospects. In the event of the occurrence of any such issues with our existing platform or product offerings, substantial engineering and marketing resources and management attention may be diverted from other projects to correct these issues, which may delay other projects and the achievement of our strategic objectives.
In addition, any misappropriation of, or access to, customers’ or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations, force us to modify our business practices, damage our reputation and expose us to claims from our customers, regulators, employees and other persons, any of which could have an adverse effect on our business, financial condition, results of operations and prospects.
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Other potential sources of financial loss to our business may include attempts in contravention of our terms and conditions to exploit incentives or bonuses or comps in conjunction with certain casino game design features or arbitrage sports bets in order to obtain positive expectation for the customer as well as attempts by individual customers to register multiple accounts in order to claim or receive incentives or bonuses or comps multiple times or to disguise collusive betting patterns in order to evade betting limits or to exploit profitable arbitrage betting opportunities. Similar activities might be undertaken by syndicates acting in concert.
Despite measures that we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our platform, we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Our failure to adequately detect or prevent fraudulent transactions could result in substantial financial losses and harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition, results of operations and prospects. Even if we are successful in preventing or mitigating the effects of fraudulent transactions, doing so successfully may in some circumstances require placing severe restrictions on honest customers, which will in turn hamper the enjoyment of our customers and in turn the prospects and revenues of our business.
We rely on strategic relationships with land-based casinos, sports teams, event planners, local licensing partners and advertisers in order to be able to offer and market our products in certain jurisdictions. If we cannot maintain these relationships and establish additional relationships, our business, financial condition and results of operations could be adversely affected.
In certain jurisdictions in which we operate, such as Belgium, it is necessary to obtain a land-based license in order to offer our online products. In addition, under some U.S. states’ gaming laws, online betting is limited to a finite number of retail operators, such as casinos, tribes or tracks, who own a “skin” or “skins” under that state’s law. A “skin” is a legally-authorized license from a state to offer online betting services provided by a casino. The “skin” provides a market access opportunity for mobile operators to operate in the jurisdiction pending licensure and other required approvals by the state’s regulator. The entities that control those “skins”, and the numbers of “skins” available, are typically determined by a state’s gaming laws. In January, 2023, we completed the acquisition of Digital Gaming Corporation Limited (“DGC”), which is the parent company of Digital Gaming Corporation USA (“DGC USA”). DGC USA holds the exclusive license to use the Betway brand in the United States. DGC USA has secured market access in up to an initial 13 regulated or expected-to-be regulated states in the U.S. In most of the jurisdictions in which DGC USA offers sports betting and online casino gaming, it currently relies on a casino, tribe or track in order to get a “skin.” These “skins” are what allows DGC USA to gain access to jurisdictions where online operators are required to have a retail relationship. If we cannot establish, renew or manage our land-based international or U.S. relationships, they could terminate and we would not be allowed to operate in those jurisdictions until we enter into new relationships, which might not be possible if no other potential operators are available or wiling to partner with us, or could be at significantly higher cost. As a result, our business, financial condition and results of operations could be adversely affected.
Some of our and DGC USA’s market access agreements provide for minimum guaranteed payments to the third party. If we are unable to generate sufficient revenue to offset the minimum guaranteed payments, this could have a material adverse effect on our business, results of operations, cash flows and financial condition. Certain of our and DGC USA’s market access agreements grant the market access partner rights to audit the financial calculations of payments under these agreements. Disputes with market access partners over terms could result in the payment of additional amounts or penalties by us or DGC USA, cancellation or non-renewal of the underlying agreement or litigation.
Participation in the sports betting industry exposes us to trading, liability management and pricing risks. We may experience lower than expected profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event and/or any failure of our sports risk management processes.
Our fixed-odds betting products involve betting where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to the bookmaker over a large number of events and therefore, over the long term, our gross win percentage has remained reasonably in line with expectations. However, there can be significant variation in gross win percentage event-by-event and day-by-day. We have systems and controls that seek to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing our exposure, and consequently our exposure to this risk in the future. This is particularly true in respect of parlay or accumulator wagers, where multiple individual wagers are combined into one to create the possibility of significant aggregate payouts. As a result, in the short term, there is less certainty of generating a positive gross win percentage, and we may experience (and we have from time to time experienced) significant losses with respect
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to individual events or betting outcomes, in particular if large individual bets are placed on an event or betting outcome or series of events or betting outcomes or if a number of parlay or accumulator wagers are successful. Odds compilers and risk managers are capable of human error, thus even allowing for the fact that a number of betting products are subject to capped pay-outs, significant volatility can occur. In some markets we rely on third-party odds compilers and risk managers and hence do not always have real-time oversight of their activities. In certain instances it is possible for customers to engage in positive expectation arbitrage betting which we might not always be able to detect. It is also possible for customers to exploit incentives or bonuses or comps for positive expectation for the customer and we might not always be able to detect or otherwise to prevent this even when we do detect it. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses on a gross-win basis could have an adverse effect on our business, financial condition and results of operations. In addition, if a jurisdiction where we hold or wish to apply for a license imposes a high turnover tax for betting (as opposed to a gross-win tax), this too would impact profitability, particularly with high value/low margin bets, and likewise have a material adverse effect on our business.
We may have difficulty accessing the services of banks, credit card issuers and payment processing services providers due to the nature of our business, which may make it difficult to sell our products and offerings.
Although financial institutions and payment processors are permitted to provide services to us and others in our industry, banks, credit card issuers and payment processing service providers may be hesitant to offer banking and payment processing services to real money gaming and online sports betting businesses. Consequently, businesses involved in our industry, including our own, may encounter difficulties in establishing and maintaining banking and payment processing relationships with a full scope of services and generating market rate interest. Similarly, our customers’ banks and/or credit card providers might decline to allow our customers to effect transactions with online gaming or sports betting businesses or might block such attempted transactions. If we are unable to maintain our bank accounts or our customers are unable to use their credit cards, bank accounts or e-wallets to make deposits and withdrawals from our platforms, it would be difficult for us to operate our business and increase our operating costs, and would pose additional operational, logistical and security challenges which could result in an inability to implement our business plan and harm our business, financial condition, results of operations and prospects.
The requirements of being a public company, including compliance with the requirements of the Sarbanes-Oxley Act and maintaining effective internal controls over financial reporting, may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses associated with being a public company may be greater than we anticipate.
As a public company, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently implemented by the SEC and the listing standards of the NYSE, including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls. Compliance with these rules and regulations can be burdensome. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our historical legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance than we obtained as a private company and could also make it more difficult for us to attract and retain qualified members of our Board. In particular, we have incurred and will continue to incur significant expenses and devote substantial management efforts toward ensuring compliance with Section 404 of the Sarbanes-Oxley Act. We have needed to hire additional accounting and financial staff, and engage outside consultants, with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which has increased our operating expenses. Moreover, we could incur additional compensation costs in the event that we decide to pay cash compensation to our directors, officers and employees closer to that of other public companies, which would increase our general and administrative expenses and could adversely affect our profitability. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to the delisting of our ordinary shares, fines, sanctions and other regulatory action and potentially civil litigation. We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
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Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business as a public company.
As a public company in the United States, we are required to document and test our internal controls over financial reporting and our management is required to certify the effectiveness of our internal controls and we are subject to the SEC’s auditor attestation requirements with respect to our internal control over financial reporting. In addition, our current controls and any new controls that we develop may become inadequate because of poor design and changes in our business, including increased complexity resulting from any international expansion. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports.
If we are unable to certify the effectiveness of our internal controls, or if our internal controls have material weaknesses, we may not detect errors timeously, our consolidated financial statements could be misstated, and we could be subject to regulatory scrutiny and a loss of confidence by stakeholders, which could harm our business and adversely affect the market price of our shares.
We identified a material weakness in connection with our internal control over financial reporting. Although we are taking steps to remediate this material weakness, there is no assurance we will be successful in doing so in a timely manner, or at all, and we may identify other material weaknesses.
The Company had previously identified two material weaknesses in internal control over financial reporting that were described in our evaluation of Disclosure Controls and Procedures, which was included in the Company's Form 20-F for the year ended December 31, 2021, together with measures being undertaken in order to remediate the material weaknesses. During 2022, the Company also identified an additional material weakness that was described in the Company’s Form F-4 Registration Statement filed with the Securities and Exchange Commission on November 10, 2022.
For the year ended December 31, 2021, the material weaknesses related to (i) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not operating effectively and consistently for the full period across the entire business or were not designed appropriately and in place, and (ii) inadequate internal controls over the retention of records and timely application of records in management’s accounting assessments and conclusions. We have undertaken measures to remediate these material weaknesses for the year ended December 31, 2022, with the oversight of the Audit Committee of our Board of Directors, including implementation of improved processes and internal controls, as well as building our financial management and reporting infrastructure and hiring additional consultants and staff. Our improved processes and controls include timely review and supervision of our accounting and reporting functions by our management and the Board of Directors. Our management has concluded that the above material weaknesses have been remediated as of December 31, 2022.
For the year ended December 31, 2022, the material weakness related to the application of IFRS reporting requirements in respect of the classification and measurement of material financial statement balances and disclosures.
In addition, in our press release announcing the Company’s preliminary financial results for the quarter and year ended December 31, 2022 included in Form 6-K furnished to the Securities and Exchange Commission on March 14, 2023, we had not yet determined and did not recognize the unrealized loss from the recurring fair value measurement for a derivative liability to sell B2B Division of DGC as described in Note 19 of the accompanying consolidated financial statements. As a result of this non-recognition, we concluded that the material weakness related to the application of IFRS reporting requirements in respect of the classification and measurement of material financial statement balances and disclosures has not been remediated as of December 31, 2022.
Although we have made progress to enhance our in-house accounting and finance function, our management and our independent registered public accounting firm concluded, in connection with the audit of our consolidated financial statements as of the year ended December 31, 2022, that the material weakness is not remediated. We will continue to engage with third party specialists, as required, for complex accounting matters, as well as accelerate timing of operation of key financial reporting processes for non-routine accounting transactions and disclosures. We expect that remediation of this material weakness will be completed prior to the end of fiscal year 2023.
Assessing our procedures to improve our internal control over financial reporting is an ongoing process. We can provide no assurance that our remediation efforts described herein will be successful and that we will not have material weaknesses in the future. Any material weaknesses we identify could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements.
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If our existing material weaknesses persist or we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our ordinary shares and our overall business.
The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures annually. In particular, Section 404(a) of the Sarbanes-Oxley Act, or Section 404(a) requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting. Section 404(b) of the Sarbanes-Oxley Act, or Section 404(b), also requires our independent registered public accounting firm to attest to the effectiveness of our internal control over financial reporting. Our compliance with Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements.
Furthermore, investor perceptions of us may suffer if additional deficiencies are found in our internal control over financial reporting, and this could cause a decline in the market price of our shares and accordingly our overall business. Regardless of compliance with Section 404, our failure to remediate the material weaknesses which have been identified or any additional failure of our internal control over financial reporting could have a material adverse effect on our stated operating results and harm our reputation. If we are unable to implement these requirements effectively or efficiently, it could harm our business, financial condition, liquidity, results of operation, cash flows or prospects and could result in an adverse opinion on our internal controls from our independent registered public accounting firm.
Our business includes significant international operations, and we are likely to be exposed to foreign currency transaction and translation risks. As a result, changes in the valuation of any major currency with which we conduct business in relation to other currencies could have positive or negative effects on our profitability and financial position.
Our global operations are likely to expose us to foreign currency transaction and translation risks. Currency transaction risk occurs in conjunction with purchases and sales of products and services that are made in currencies other than the local currency of the subsidiary involved, for example if the parent company pays, or transfers British pound sterling to a subsidiary in order to fund its expenses in local currencies. Currency translation risks occurs when the income statement and balance sheet of a foreign subsidiary is converted into currencies other than the local currency of the company involved, for example when the results of these subsidiaries are consolidated in the results of a parent company with a different reporting currency.
Due to our international operations, a significant portion of our business is denominated in foreign currencies. As a result, fluctuations in foreign currency and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate. Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn affects our consolidated revenue. Currencies may be affected by internal factors, general economic conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency. Currently, we are not party to any hedging transactions intended to reduce our exposure to exchange rate fluctuations. We may seek to enter into hedging transaction in the future, but we may be unable to enter into these transactions successfully, on acceptable terms or at all. We cannot predict whether we will incur foreign exchange losses in the future. Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position.
Our business and results of operations may be adversely affected by political, economic and social instability risks, currency restrictions and devaluation, and various local laws associated with doing business in countries in emerging economies, including in South America, Africa and Asia.
We derive a portion of our revenue from our transactions in countries categorized as emerging economies, including countries in South America, Africa and Asia, and we expect to continue to grow our operations in these regions. As such, our business is subject to the various political, social, economic, fiscal and monetary policies and factors that affect companies operating in emerging economies, which could have a significant effect on our business, financial condition, results of operations and prospects. While certain emerging economies feature developed and sophisticated business sectors and financial and legal infrastructure at the core of their economy, they are also affected by socio-economic challenges such as high levels of unemployment, poverty and crime and large parts of the population, particularly in rural areas, do not have access to adequate education, health care, housing and other services, including water and electricity. Government
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policies aimed at alleviating and redressing the disadvantages suffered under previous governments of countries in the region may increase the costs and reduce the profitability of our business.
Our business model relies on an increase in internet penetration and digital literacy in emerging economies. Even though the main urban centers of many countries considered to be emerging economies typically offer reliable wired internet service, a substantial portion of the population are inhabitants of rural areas, which largely depend on mobile networks. Internet penetration in the markets in which we operate or may operate in the future may not reach the levels seen in more developed countries or other emerging markets for reasons that are beyond our control, including the lack of necessary network infrastructure or delayed implementation of performance improvements or security measures. The internet infrastructure in the markets in which we operate or may operate in the future may not be able to support continued growth in the number of customers, their frequency of use or their bandwidth requirements. Delays in telecommunication and infrastructure development or other technology shortfalls may also impede improvements in internet reliability. If telecommunications services are not sufficiently available to support the growth of the internet, response times could be slower, which would reduce internet usage and harm our platform. Internet penetration in our target markets amongst emerging economies may even stagnate or decline. In addition, digital illiteracy among many customers in emerging economies presents obstacles to e-commerce growth. If internet penetration and digital literacy do not increase in our current and future markets of operation in emerging economies, it could have a material adverse effect on our business, financial condition, results of operations and prospects in emerging economies.
It is difficult to predict the future political, social and economic direction of emerging economies in which we operate or the manner in which any future governments of such countries will attempt to address regional inequalities. It is also difficult to predict the impact that addressing these inequalities will have on our business.
Furthermore, there has been regional, political and economic instability in emerging economies generally, which could materially and adversely affect our business, results of operations and financial condition. While we believe that economic conditions in emerging economies will improve, poverty in emerging economies will decline and the purchasing power of customers in emerging economies will increase in the long term, there can be no assurance that these expected developments will materialize. The development of emerging economies, markets and levels of customer spending are influenced by many factors beyond our control, including customer perception of current and future economic conditions, acts of warfare and civil clashes, political uncertainty, employment levels, social and labor unrest due to economic and political factors, arbitrary interference with private ownership of rights in respect of land, inflation or deflation, real disposable income, poverty rates, wealth distribution, interest rates, taxation, currency exchange rates and weather conditions. An economic downturn, whether actual or perceived, currency volatility, a decrease in economic growth rates or an otherwise uncertain economic outlook in emerging economies could have a material adverse effect on our business, financial condition, results of operations and prospects in the region.
Additionally, governments of the emerging economies in which we operate may impose or tighten foreign currency exchange control restrictions, taxes or limitations with regard to repatriation of earnings and investments from these countries. If exchange control restrictions, taxes or limitations are imposed or tightened, our ability to receive dividends or other payments from affected jurisdictions could be reduced, which could have an adverse effect on our business, financial condition and results of operations. In addition, corporate, contract, property, insolvency, competition, securities and other laws and regulations in many of the emerging economies in which we operate have been, and continue to be, substantially revised. Therefore, the interpretation and procedural safeguards of the new legal and regulatory systems are in the process of being developed and defined, and existing laws and regulations may be applied inconsistently. Also, in some circumstances, it may not be possible to obtain the legal remedies provided for under these laws and regulations in a reasonably timely manner, if at all. Any of the foregoing factors could have a material adverse effect on our business, financial condition, results of operations and prospects in the region.
Asian geopolitical and other risks are of significant importance to our business owing to the revenue that we receive from a third party in respect of licensing the use of our Betway brand to that party. A decline in such third-party operator’s financial performance, for any reason could have an adverse effect on our business. See “ — Risks Related to Our Business — We license the Betway brand for a fixed fee plus an additional fee equal to a percentage of Betway’s global brand marketing spend, to a third party for use in China, Thailand and Vietnam. A decline in such third party operator’s financial performance or a termination of the brand licenses by such third parties could have an adverse effect on our business.”
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Our business is dependent on certain large markets, the loss of which or slower growth in which could adversely affect our business, financial condition and results of operations.
We derive a large percentage of our revenues from a small number of markets. For example, 45% of our revenue for the year ended December 31, 2022 was derived from the Americas, of which a majority was derived from Canada. There can be no assurance that we would be able to recover or replace a significant reduction in revenue or growth thereof derived from one or more of these markets if that were to happen for any reason, which could adversely affect our business, financial condition and results of operations.
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Economic downturns, abrupt or unexpected changes in interest rates or increases in inflation or inflationary expectations, reductions in discretionary consumer spending and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations. In the event of any such impacts happening, we cannot be certain as to the extent or duration thereof.
Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our customers’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as sports betting and online casino gaming. Similarly, consumer spending may be dampened by a general consensus of expected higher future increases in prices that leads to consumers reducing spending now to increase savings and reserves for the future. As a result, we cannot ensure that demand for our offerings will remain constant. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment and gaming industries, which may adversely affect our business, financial condition, results of operations and prospects. We are currently experiencing significant inflationary pressure and a global recession, and if recovery is slow or stalls, or we experience a further downturn as a result of a subsequent wave of the COVID-19 pandemic, we may experience a material adverse effect on our business, financial condition, results of operations or prospects.
In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole may reduce customers’ disposable income. Any one of these changes could have a material adverse effect on our business, financial condition, results of operations or prospects and cannot be certain as to the extent or the duration of the related impact.
We are susceptible to macroeconomic events and geopolitical factors, which may adversely affect our business, prospects, financial condition or results of operations.
We operate across a wide range of countries on all of the inhabited continents of the world. Not all of these countries are subject to the same economic and political forces at the same time, which usually provides us with a natural degree of macroeconomic and geopolitical diversification. There are, however, likely to be periods of time in which many or even most or all of the countries in which we operate will be subject to similar or identical forces that may impact our business negatively. An example of this is the geopolitical and macroeconomic headwinds following the Russian invasion of Ukraine in 2022, which resulted in increased volatility in the financial markets and disruptions to various industries, simultaneously with the tightening of Covid-related monetary policy in the face of expectations of increase consumer price inflation in many countries around the world. In particular, we bear the risk of reduced demand for our services due to the rise of inflation. In combination, these factors potentially have a chilling effect on consumer discretionary entertainment spending, which could in turn be harmful to our revenue and profitability prospects. In addition, macroeconomic and geopolitical events often evolve in a rapid pace and may evolve in unexpected ways, making it difficult for us to react in time with appropriate measures. The occurrence of such events and developments may have a material adverse effect on our business, prospects, financial condition or results of operations.
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Litigation and Regulatory Risks
The gaming laws of different jurisdictions vary in both nature and application, and may be subject to alternate interpretations. Jurisdictions may or may not incorporate regulatory frameworks that provide a clear basis for the licensed provision of our gaming products and services to their residents. As a consequence, legal and enforcement risk may be unclear or uncertain in a number of the jurisdictions in which we operate and from which we generate a significant portion of our revenue, and there is a risk that regulators or prosecutors in these territories may seek to take legal action against us even in jurisdictions in which we believe our offerings are lawful based on advice from local counsel. Furthermore, we have in the past faced claims from customers contesting the legal basis of our services in certain jurisdictions, and may face similar claims again in the future.
The gaming industry is highly regulated and we are required to maintain licenses and pay requisite gaming taxes and other fees in each jurisdiction from which we operate in order to continue our operations and remain compliant with our licenses. Aside from jurisdictions in which we operate by virtue of a locally awarded license, we also operate in other jurisdictions by virtue of relevant licenses awarded by other recognized regulatory authorities. Our reliance on such licenses is at times based on the lack of a local regulatory framework in that jurisdiction where our services are accessed and used by customers, or based on a specific legal position and interpretation of local legislation. Such interpretation, at times, includes, but is not limited to, a legal position based on EU law or supranational law. As gaming laws may be subject to alternate interpretations, including regarding their conformity with EU or supranational law, there is a risk that our interpretation would be contested by a governmental agency or regulator and our legal position ultimately rejected, which may result in administrative, civil or criminal prosecution or penalties. Furthermore, we have in the past faced, and continue to face, civil claims from customers contesting the legal basis of our services in certain jurisdictions, such as Austria, where we have, to date, settled some claims and are contesting others, and may continue to face similar claims again in future. This may materially adversely impact our profitability in such jurisdictions and/or our ability to carry on business in such jurisdictions and/or our ability to apply for or retain gaming licenses and/or could cause us to cease offering some or all of our offerings in the impacted jurisdictions and thereby have a material adverse effect on our business, financial condition, results of operations or prospects.
Failure to comply with legal or regulatory requirements in a particular regulated jurisdiction, or the failure to successfully obtain a license or permit in a particular regulated jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other regulated jurisdictions, or could cause the rejection of license applications or cancellation of existing licenses in other regulated jurisdictions, or could cause financial institutions, online and mobile platforms, advertisers and distributors to stop providing services to us which we rely upon to receive payments from, or distribute amounts to, our customers, or otherwise to deliver and promote our offerings.
Compliance with the various regulations applicable to sports betting and real money casino gaming is costly and time-consuming. Regulatory authorities of the jurisdictions in which we operate, or seek to operate, our business have broad powers with respect to the regulation and licensing of sports betting and casino gaming operations and may revoke, suspend, condition or limit our sports betting or casino gaming licenses, impose substantial fines on us and take other actions, any one of which could have a material adverse effect on our business, financial condition, results of operations and prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. As such, we engage local counsel to advise on compliance with applicable laws and regulations and we will strive to comply with all applicable laws and regulations relating to our business. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance or alleged non-compliance with any such law or regulations could expose us to claims, proceedings, litigation, investigations and prosecutions by private parties and enforcement and regulatory authorities, as well as substantial fines, negative publicity, detention or incarceration of management or other personnel, and revocation, suspension, condition or limitation of our sports betting and gaming licenses, each of which may adversely affect our business.
Any sports betting or gaming license could be revoked, suspended or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits or approvals, and could incur fines or experience delays related to the licensing process, which could adversely affect our operations. Our delay or failure to obtain or maintain licenses in any jurisdiction may prevent us from distributing our offerings, increasing our customer base and/or generating revenues. We cannot provide any assurance that we will be able to obtain and maintain the licenses and
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related approvals necessary to conduct our sports betting and online casino gaming operations. Any failure to maintain or renew our existing licenses, registrations, permits or approvals could have an adverse effect on our business, financial condition, results of operations and prospects.
Our growth prospects depend on the regulatory status of real-money gaming in various jurisdictions. Real-money gaming is an area of focus in several jurisdictions, and regulation may not occur in as many jurisdictions as we expect, or may occur at a slower pace than we anticipate. Additionally, even if additional jurisdictions regulate real-money gaming, this may be accompanied by legislative or regulatory restrictions and/or taxes that make it commercially unviable to operate in those jurisdictions, or the process of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer than we anticipate, which could adversely affect our future results of operations and make it more difficult to meet our expectations for financial performance.
A number of jurisdictions in which we operate, or seek to operate, our business have regulated, or are currently considering regulating, real money gaming, and our business, financial condition, results of operations and prospects are significantly dependent upon regulation of real money gaming. Our business plan is partially based upon the regulation of real money gaming in these jurisdictions; however, this regulation may not occur as we have anticipated. Additionally, if a large number of jurisdictions enact real money gaming legislation and we are unable to obtain, or are otherwise delayed in obtaining the necessary licenses to operate online sports betting or online casino gaming websites in those jurisdictions where such games are regulated, our future growth in online sports betting and online casino gaming could be impaired.
As we enter into new jurisdictions, governments may regulate real money gaming in a manner that is unfavorable to us. As a result, we may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example, certain jurisdictions require us to have a relationship with a land-based, licensed casino for access to online sports betting and/or online casino gaming, which tends to increase our costs of revenue. Jurisdictions that have established government monopolies may limit opportunities for private sector participants like us. Governments in certain jurisdictions also impose substantial tax rates on online sports betting and gaming revenue, in addition to sales taxes in certain jurisdictions and an excise tax on the amount of each wager. As many relevant taxes apply to various measures of modified gross profit, tax rates that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of our existing jurisdictions may adversely impact our profitability.
The Parliament of Canada recently passed legislation allowing provinces to regulate single-event wagering within their jurisdictions, although at this point it is unclear as to the approach which each province will take in such regard. Historically, provincially-regulated offerings were limited to parlay sports betting (which required bets to be made on multiple discrete events) offered by provincial Crown corporations. Sport-betting businesses, like our Betway brands, that operate outside of the provincially-regulated frameworks, have until now also offered single-event betting with limited competition from such Crown corporations, due to the general preference of customers to not be limited to parlay bets only. In addition, certain of our private operator competitors elected not to carry on meaningful sports-betting operations in Canada. However, as a consequence of the legislative change, the Crown corporations and many of our private operator competitors, as well as new market entrants (some of which are well-funded and involve major business interests) have announced their intentions to begin or expand sports betting operations in Canada. Independently, several Canadian provinces have been considering altering their approach to regulated online gaming (including both casino games and sports betting), to permit private operators like us to enter the provincially-regulated system. In particular, the Province of Ontario has moved ahead with its plans to permit provincially-regulated online gaming by private operators under a new regulatory framework. In Ontario, a new provincial commercial contracting party has been established and both it and the provincial regulator have created engagement and licensing mechanisms.
Both Spin, via Cadtree Limited and Betway, via Cadway Limited, have successfully registered to offer their respective sports and/or casino products to Ontario residents, and are both currently live in Ontario. Whilst other Canadian provinces are, eventually, reasonably expected to follow suit, the process and timeline for each province remains unclear. In the past, when other countries have introduced regulatory frameworks, our financial results have been impacted by, amongst other things, increased taxation and compliance costs, offset by improvements in other costs of doing business such as payment processing and product costs. In some cases the introduction of a restrictive regulatory regime has resulted in a decrease in the size of the market, whereas in others a liberal regulatory regime has led to an increase in the size of the market. Although it is possible that all of the above will expand the size of the total addressable market in Canada and/or improve the profitability of the Canadian market for us, at this point this cannot be said for certain and it is possible that parties like us that have pre-existing Ontario or Canadian operations may be at a disadvantage under these new frameworks unless we are prepared to agree to certain conditions. While we actively seek out regulated jurisdictions for the expansion of our business and therefore welcome the Ontario regulatory framework, we cannot be certain about the future impacts of these changing circumstances on our business, operations or financial prospects. To the extent that competition in these key
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markets is increased and we are unable to maintain our related business, it may have a material adverse effect on them. Therefore, even in cases in which a jurisdiction purports to license and regulate sports betting or gaming, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and at times may be intended to provide incumbent operators with advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more or less commercially attractive than others.
Our growth prospects in certain jurisdictions depend upon the ability of customers to deposit funds in order to participate in our gaming products. Payment providers in those jurisdictions may exercise independent judgment over whether our gaming operations comply with the requirements of local laws and regulations, and may also place independent limitations on businesses involved in the gaming industry as a whole based upon their own interpretations of regulatory or reputational risks. The inability to access sufficient payment processing resources has in the past and could in the future limit the growth of the business in those jurisdictions.
Our business depends in part on the ability of customers to deposit funds in order to utilize our betting and online casino gaming products. Payment providers in local jurisdictions provide this ability to our customers. These payment providers require us to comply with their operating rules as well as local laws and regulations. The payment providers set their operating rules and have discretion to interpret the rules and change them at any time. Changes to these rules, laws or regulations or how they are interpreted could have a significant impact on our business and financial results. These operating rules, laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our planned sports betting and/or online casino gaming operations. Payment providers could view us, or the sports betting and/or online casino gaming industry in general, as high risk, despite our efforts to obtain all applicable licenses or approvals. The inability to access sufficient payment processing resources has in the past, and could in the future, limit the growth of our business which could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.
Our growth prospects and market potential will depend on our ability to obtain licenses to operate in a number of regulated jurisdictions and if we fail to obtain such licenses our business, financial condition, results of operations and prospects could be impaired.
Our ability to grow our business will depend on our ability to obtain and maintain licenses to offer our product offerings in a large number of jurisdictions or in heavily populated jurisdictions. If we fail to obtain and maintain licenses in large jurisdictions or in a greater number of mid-market jurisdictions, this may prevent us from expanding the footprint of our product offerings, increasing our customer base and/or generating revenues. We cannot be certain that we will be able to obtain and maintain licenses and related approvals necessary to conduct our online sports betting and gaming operations. Any failure to obtain and maintain licenses, registrations, permits or approvals could have a material adverse effect on our business, financial condition, results of operations and prospects.
We are subject to risks relating to revenue received from customers located in countries that are sanctioned or that prohibit gaming activities, which could result in fines or other liabilities and could harm our business.
Our global operations require us to comply with laws and regulations imposed by governments around the world with jurisdiction over our operations. Some of our customers may be located in countries that are subject to sanction laws or that prohibit gaming activities. Although we have taken precautions to prevent our product offerings from being provided or accessed in such jurisdictions, including systems and processes for the detection of willful and fraudulent attempts by customers to circumvent our precautions such as the use of virtual private networks and other technologies, we cannot provide any assurance that such precautions are or will be fully effective and we could inadvertently or unwittingly provide access to our product offerings to persons located in sanctioned countries or countries that prohibit gaming activities. In addition, we have systems and controls in place that are intended to detect and resolve such violations; however, we cannot provide any assurance that such systems and controls will be effective. If we are found to be in violation of any applicable sanctions or other laws and regulations, it could result in significant fines, prosecution or other liabilities and could harm our business, financial condition and results of operations.
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Our failures to comply with the anti-corruption, anti-bribery, sanctions, anti-money laundering, privacy/personal information, responsible gaming, consumer protection and similar laws could result in legal penalties and fines, and/or negatively impact our reputation and results operations.
Doing business on a worldwide basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include the U.S. Foreign Corrupt Practices Act (“FCPA”), the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 (as amended) (the “Guernsey Bribery Law”) and the U.K. Bribery Act 2010 (“U.K. Bribery Act”), as well as the laws of the other countries where we do business. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. The FCPA, the Guernsey Bribery Law, the U.K. Bribery Act and other applicable laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes. We are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.
In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We are continuously developing and maintaining policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, and any such violation could adversely affect our reputation, business, financial condition and results of operations.
Furthermore, we are required to comply with the various responsible gaming regulations of those jurisdictions where we are licensed and from which we offer gambling services. These regulations, which in some jurisdictions are constantly being scrutinized, altered and broadened by the various legislators and/or regulators, may restrict our operations and partnerships, lead to enforcement actions that may result in fines, penalties, prosecutions or other sanctions, and at times may heavily impact our operations in and revenue from a certain jurisdiction. Consumer protection legislation and regulations apply to us as well, both of those jurisdictions from which we offer our services and of those where our services are consumed by our customers. These laws and regulations may have an impact on the scope of our offering and limit it significantly.
We have been the subject of governmental investigations and inquiries with respect to the operation of our businesses and we could be subject to future governmental investigations and inquiries, legal proceedings and enforcement actions. Any sanctions or costly regulatory settlements arising from governmental investigations, inquiries, proceedings or actions could adversely affect our business. Due to the nature of applicable regulatory frameworks, sanctions or enforcement or disciplinary actions in one jurisdiction may also have consequences in other jurisdictions, creating broader negative impacts on our business.
We have received formal and informal inquiries from time to time, from government authorities and regulators, including tax authorities and gaming regulators, regarding compliance with laws and other matters, and we may receive such inquiries in the future, particularly as we grow and expand our operations.
Violations of existing or future regulation, regulatory orders or consent decrees could subject us to substantial monetary fines, prosecutions and other penalties that could negatively affect our financial condition and operations. This could include sanctions ranging from a warning to revocation of our licenses or the licenses of our executives or employees. In addition, it is possible that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities could cause us to incur substantial costs, expose us to unanticipated liability or penalties, or require us to change our business practices in a manner adverse to our business.
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Palpable (obvious) errors in the posting of sports wagering odds or event times may occasionally occur in the normal course of business, sometimes for large liabilities. While it is a worldwide standard business practice to void bets associated with palpable errors or to correct the odds, there is no guarantee that regulators will approve voiding palpable errors moving forward in every case.
We offer a huge spectrum of betting markets across dozens of sports, and the odds are set through a combination of algorithmic and manual odds making. Bet acceptance is also a combination of automatic and manual acceptance. In some cases, the odds offered on the website constitute an obvious error. Examples of such errors are inverted lines between teams, or odds that are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error. It is commonplace virtually worldwide for operators to void bets associated with such palpable errors, and in most mature jurisdictions these bets can be voided without regulatory approval at operator discretion. In some jurisdictions, it is unclear long term if regulators will consistently approve voids or re-setting odds to correct odds on such bets. In some cases, we require regulatory approval to void palpable errors ahead of time. If regulators were to not allow voiding of bets associated with large obvious errors in odds making, we could be subject to covering significant liabilities.
We follow the industry practice of restricting and managing sports betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; however there is no guarantee that countries or states will allow operators such as us to limit on the individual customer level.
Similar to a credit card company managing individual risk on the customer level through credit limits, it is customary for sports betting operators to manage customer betting limits at the individual level to manage enterprise risk levels. We believe that this practice is beneficial overall, because if it were not possible, betting options would be restricted globally and limits available to customers would be much lower to insulate overall risk due to the existence of a very small segment of highly sophisticated syndicates and algorithmic bettors, or bettors looking to take advantage of site errors and omissions. We believe that virtually all operators balance taking reasonable action from all customers against the risk of individual customers significantly harming the business viability. We cannot provide any assurance that all jurisdictions and regulators will always allow operators to execute limits at the individual customer level, or at their sole discretion.
We evaluate the expected profitability of customers at the individual customer level based on individual customer profiles and behaviors and attempt to responsibly incentivize and/or encourage (or discourage, as the case may be) and reward customers accordingly; however there is no guarantee that countries or states will allow operators such as us to continue to do so or that our efforts to do so are currently or will in the future be profitable.
We collect and evaluate data regarding the behavior and activity of our customers on our websites and in our apps. This data is used to determine the expected profitability of each customer so that we can in turn recommend appropriate games and wagers to customers (based on our understanding of their preferences) and so that we can (subject to responsible gaming regulations and/or best practice, as the case may be) offer incentives or bonuses or comps in a manner that attempts to responsibly optimize the confluence of customer enjoyment and our profitability. Such incentives or bonuses or comps may be subject to terms and conditions that are customized per individual customer, including specific wagering requirements and/or game or wager limitations.
We believe that this practice is beneficial overall, because if it were not possible, our products, incentives, bonuses and comps would be restricted globally and such benefits available to customers would be much lower to insulate overall risk due to the existence of a very small segment of highly sophisticated syndicates and individuals looking to take advantage of such benefits for profit. We believe that virtually all operators balance taking reasonable action from all customers against the risk of individual customers significantly harming the business viability. We cannot provide any assurance that all jurisdictions and regulators will always allow operators to collect the data that we do or to evaluate customers in the way that we do or to offer or promote products, incentives, bonuses and comps in the individualized manner that we do. There have been in the past and may also in the future be situations where we are restricted to offering uniform products, incentives, bonuses and comps equally to all customers regardless of expected profitability of such offers and/or where we are restricted in the manner in which such benefits and offers may be promoted and/or where we are restricted in the manner in or frequency with which such benefits and offers may be made available to customers.
We cannot provide any assurance that our methodologies and algorithms for determining how to interact, incentivize and/or encourage (or discourage, as the case may be) and reward customers are accurate or profitable now, or that they will be so in the future. If our methodologies and algorithms contain errors or omissions or otherwise incorrectly interact, incentivize, encourage, discourage or reward customers then we may suffer financial losses. In particular, customers
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seeking to exploit such errors or omissions may profit disproportionately from such situations and we may not detect such instances and/or may not be able to mitigate the resulting losses even if we do detect such situations.
Furthermore, despite our belief in the importance of responsible gaming and despite our efforts to ensure that our interactions, incentives, encouragements, discouragements or rewards do not encourage irresponsible or problem gaming, we cannot offer any assurance that we will succeed in this regard. Failures in this regard may result in fines, sanctions, license conditions or forfeiture in one or more jurisdictions which in turn may result in damage to our reputation, prospects and financial results.
In some jurisdictions our key executives, certain employees or other individuals related to the business, including significant shareholders, will be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations, could cause the business to be non-compliant with its obligations, or imperil its ability to obtain or maintain licenses necessary for the conduct of the business. In some cases, the remedy to such situation may require the removal of a key executive or employee or significant shareholder and the mandatory redemption or transfer of such person’s equity securities, which could have an adverse effect on the overall market for our securities.
As part of obtaining our gaming licenses, the responsible gaming authority will generally determine suitability of certain directors, officers and employees and, in some instances, significant shareholders. The criteria used by gaming authorities to make determinations as to who requires a finding of suitability or the suitability of an applicant to conduct gaming operations varies among jurisdictions, but generally requires extensive and detailed application disclosures followed by a thorough investigation. Gaming authorities typically have broad discretion in determining whether an applicant should be found suitable to conduct operations within a given jurisdiction. If any gaming authority with jurisdiction over our business were to find an applicable officer, director, employee or significant shareholder of ours unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever our relationship with that person. Furthermore, such gaming authorities may require us to terminate the employment of any person who refuses to file required applications. Either result could have a material adverse effect on our business, operations and prospects.
Additionally, a gaming regulatory body may refuse to issue or renew a gaming license or restrict or condition the same, based on our past or present activities, or our current or former directors, officers, employees, shareholders or third parties with whom we have relationships, which could adversely affect our operations or financial condition. If additional gaming regulations are adopted in a jurisdiction in which we operate, such regulations could impose restrictions or costs that could have a significant adverse effect on us.
From time to time, various proposals are introduced in the legislatures of some of the jurisdictions in which we have existing or planned operations that, if enacted, could adversely affect our directors, officers, key employees, or other aspects of our operations. To date, and where applicable and on advice, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals required (or advisable based upon the advice of local counsel) for our current operations. However, we can give no assurance that any additional licenses, permits and approvals that may be required will be given, that existing ones will be renewed or will not be revoked or that any pending license applications will be granted. In the case of renewals, these are subject to, among other things, continued satisfaction of suitability requirements of our directors, officers, key employees and shareholders. Any failure to renew or maintain our licenses or to receive new licenses when necessary would have an adverse effect on us.
Any change in existing laws and regulations, or their interpretation or enforcement, or the regulatory climate applicable to our products and offerings, could adversely impact our ability to operate some or all of our business as currently conducted or as we seek to operate in the future, which could have an adverse effect on our business, financial condition and results of operations.
We are generally subject to laws and regulations relating to sports betting and online casino gaming in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer or make available our services, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax, anti-money laundering, competition and consumer protection. These laws and regulations vary from one jurisdiction to another and future legislative, regulatory and enforcement action, court decisions or other governmental action, which may be affected by, among other things, political pressures and changes in government leadership or legislative or governmental priorities, may have an adverse impact on our operations and financial results. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming or the marketing thereof, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable online gaming in their
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jurisdictions. Additionally, some jurisdictions in which we may operate could presently be unregulated or partially regulated and therefore more susceptible to the enactment or change of laws and regulations. Some jurisdictions do not have laws that grant us rights in the data we collect. Any enactment of laws in these jurisdictions would require a change in how we conduct business in such jurisdictions.
We have foreign licenses and operate under those licenses in a number of jurisdictions. In addition, we have acquired DGC. DGC’s subsidiary DGC USA has secured market access in up to an initial 13 regulated or expected-to-be regulated states in the U.S. Any of our licenses in foreign jurisdictions or U.S. states could be revoked, suspended or conditioned at any time. Our license applications may also be denied or conditioned. The loss or denial of a license in one jurisdiction could trigger the loss or denial of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses or denials, or potential for such loss of denial, could cause us to cease offering some or all of our offerings in the impacted jurisdictions. As laws and regulations change, we may need to obtain and maintain licenses or registrations in additional jurisdictions. In addition, once licensed, we may be subject to various ongoing requirements, including supervision by the respective governmental agency of certain transfers of ownership and acquisitions.
In May 2018, the U.S. Supreme Court struck down the Professional and Amateur Sports Protection Act of 1992 (“PASPA”) as unconstitutional. This decision has the effect of lifting federal restrictions on sports betting and thus allows U.S. states to determine by themselves the legality of sports betting. Since the repeal of PASPA, several states have legalized online sports betting. To the extent new real money gaming or sports betting jurisdictions are established or expanded, we cannot guarantee that we will be successful in penetrating such new jurisdictions or expanding our business or customer base in line with the growth of existing jurisdictions. If we are unable to effectively develop and operate directly or indirectly within these new jurisdictions or if our competitors are able to successfully penetrate geographic jurisdictions that we cannot access or where we face other restrictions, there could be a material adverse effect on our business, operating results and financial condition. Our failure to obtain or maintain the necessary regulatory approvals and licenses in jurisdictions, whether individually or collectively, could have a material adverse effect on our business. To expand into new jurisdictions, we may need to be licensed and obtain approvals of our product offerings. This is a time-consuming process that can be extremely costly. Any delays in obtaining or difficulty in maintaining regulatory approvals or licenses needed for expansion within existing jurisdictions or into new jurisdictions can negatively affect our opportunities for growth, including the growth of our customer base, or delay our ability to recognize revenue from our offerings in any such jurisdictions.
The Parliament of Canada recently passed legislation allowing provinces to regulate single-event wagering within their jurisdictions, although at this point it is unclear as to the approach which each province will take in such regard. Historically, provincially-regulated offerings were limited to parlay sports betting (which required bets to be made on multiple discrete events) offered by provincial Crown corporations. Sport-betting businesses, like our Betway brands, that operate outside of the provincially-regulated frameworks, have until now also offered single-event betting with limited competition from such Crown corporations, due to the general preference of customers to not be limited to parlay bets only. In addition, certain of our private operator competitors elected not to carry on meaningful sports-betting operations in Canada. However, as a consequence of the legislative change, the Crown corporations and many of our private operator competitors, as well as new market entrants (some of which are well-funded and involve major business interests) have announced their intentions to begin or expand sports betting operations in Canada. Independently, several Canadian provinces have been considering altering their approach to regulated online gaming (including both casino games and sports betting), to permit private operators like us to enter the provincially-regulated system. In particular, the Province of Ontario has moved ahead with its plans to permit provincially-regulated online gaming by private operators under a new regulatory framework. In Ontario, a new provincial commercial contracting party has been established and both it and the provincial regulator have created engagement and licensing mechanisms. In addition, information on standards, eligibility and other key elements have been published. Other Canadian provinces are expected to follow suit eventually. In the past, when other countries have introduced regulatory frameworks, our financial results have been impacted by, amongst other things, increased taxation and compliance costs, offset by improvements in other costs of doing business such as payment processing and product costs. In some cases the introduction of a restrictive regulatory regime has resulted in a decrease in the size of the market, whereas in others a liberal regulatory regime has led to an increase in the size of the market. Although it is possible that all of the above will expand the size of the total addressable market in Canada and/or improve the profitability of the Canadian market for us, at this point this cannot be said for certain and it is possible that parties like us that have pre-existing Ontario or Canadian operations may be at a disadvantage under these new frameworks unless we are prepared to agree to certain conditions. While we actively seek out regulated jurisdictions for the expansion of our business and therefore welcome the recently passed legislation and the proposed Ontario regulatory framework and intend to participate therein to the fullest extent possible, we cannot be certain about the future impacts of these changing circumstances on our business, operations or financial prospects. To the extent that competition in these key markets is increased and we are unable to maintain our related business, it may have a material adverse effect on them.
Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations and financial results. Governmental authorities could view us as having violated applicable laws or
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regulations, despite our efforts to obtain and maintain all applicable licenses or approvals and despite, based upon advice of local counsel, our belief that we are acting lawfully. There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved in sports betting and online gaming industries. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our business partners, while diverting the attention of key executives. Such proceedings could have an adverse effect on our business, financial condition, results of operations and prospects, as well as impact our reputation.
There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of sports betting and online gaming industries and/or the marketing thereof (or that existing laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination that a jurisdiction should be blocked, or because a local license or approval may be costly for us to obtain and/or such licenses or approvals may contain other commercially undesirable conditions or where our marketing strategy is prohibited or hindered.
Even where enabling legislation is passed, there can be no assurance that such legislation and accompanying regulations and interpretation thereof will be positive for our business, either at the outset or upon subsequent revision. In the past, there have been instances where business-friendly legislation and/or regulations have been enacted only for subsequent revisions or interpretations to follow with the effect of severely restricting our ability to do business profitably. Examples of this include changes to rules and regulations governing or restrictions placed on marketing, sponsorships, customer incentives, customer deposit mechanisms and limits, customer withdrawal mechanisms and limits, and customer loss and other limits that have in some instances been enacted or amended some time after initial enabling legislation and/or regulation, or subsequent increases to gaming and other taxes.
For example, with regards to the licenses that we hold for our operations in Great Britain, the Gambling Commission (“the GC”) regulates online gambling operators. Over time the GC has issued interpretations of and amendments to the regulations. Examples include the prohibition of customer reverse withdrawals, the prohibition of various casino game features, and the introduction of casino game speed of play limits. Furthermore, the Gambling Act 2005 (2005 c 19), which is an Act of the Parliament of the United Kingdom that was amended in 2014 and which governs gambling (including online gambling) in Great Britain, is currently under review, including potential restrictions on advertising and sponsorships, which may have an adverse impact on our ability to grow our business in the United Kingdom.
As another example, the Dirección General de Ordenación del Juego (“the DGOJ”) is the responsible regulator with regards to the license that we hold for our operations in Spain. Under Spanish law, the conduct of a gambling business includes explicit prescriptions such as default limits on the amounts that customers are allowed to deposit within defined periods into their wagering accounts. When we acquired our license to operate in Spain, the law allowed us to sponsor football (soccer) teams, which resulted in us sponsoring the La Liga teams Deportivo Alavés, Levante Unión Deportiva and Club Deportivo Leganes. However, gambling trademarks or logos may now no longer be incorporated into sports equipment (including football shirts) and nor may trademarks be used to identify sports facilities or incorporated into a team’s name. Accordingly it was not possible for our arrangements with the aforementioned teams to be extended. Similarly, when we acquired our license to operate in Spain, the law allowed us to advertise our products and offerings on television with relatively limited restrictions. However, television advertising for gambling and betting was subsequently restricted to specific hours. While we expect to be able to continue to grow our business in Spain by means of alternative marketing channels, these changes have had at least a temporary adverse impact on our ability to grow our business in Spain.
There can be no assurance that these or other jurisdictions where we hold licenses will not adopt additional or incremental changes to their laws or their regulations, or that we will foresee or otherwise be able to predict such changes or that we will be able to successfully mitigate them. Failure to successfully mitigate such changes could have an adverse effect on our business, financial condition, results of operations and prospects.
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Due to the nature of our business, we are subject to taxation in a number of jurisdictions and may in the future be subject to taxation in new jurisdictions, and changes in, or new interpretation of, tax laws, tax rulings or their application by tax authorities could result in additional tax liabilities and could adversely affect our financial condition and results of operations.
Our tax obligations are and will be varied and include U.S. federal and state taxes as well as national, state, provincial and other taxes around the world due to the nature of our business. The tax laws that will be applicable to our business are subject to interpretation, and significant judgment will be required in determining our worldwide provision for income taxes. In the course of our business, there will be many transactions and calculations where the ultimate tax determination is uncertain. For example, compliance with U.S. tax laws may require the collection of information that we do not regularly produce, the use of estimates in our consolidated financial statements, and the exercise of significant judgment in accounting for its provisions. As regulations and guidance evolve, and as we gather more information and perform more analysis, our results may differ from previous estimates and may adversely affect our consolidated financial statements.
The gaming industry represents a significant source of tax revenue to the jurisdictions in which we currently and in the future will operate. Companies in the gaming industry are currently subject to significant taxes and fees in addition to normal corporate income taxes, and such taxes and fees are subject to increase at any time. From time to time, various legislators and other government officials have proposed and adopted changes in tax laws, or in the administration or interpretation of such laws, affecting the gaming industry. In addition, any worsening of economic conditions and the large number of jurisdictions with significant current or projected budget deficits could intensify the efforts of governments to raise revenues through increases in gaming taxes and/or other taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration or interpretation or enforcement of such laws. Any material increase, or the adoption of additional taxes or fees, could have an adverse effect on our business, financial condition, results of operations and prospects.
Additionally, tax authorities may impose indirect taxes on Internet-related commercial activity based on existing statutes and regulations which, in some cases, were established prior to the advent of the Internet. Tax authorities may interpret laws originally enacted for mature industries and apply it to newer industries, such as ours. The application of such laws may be inconsistent from jurisdiction to jurisdiction. Our in-jurisdiction activities may vary from period to period which could result in differences in nexus from period to period.
We are subject to periodic review and audit by domestic and foreign tax authorities. Tax authorities may disagree with certain positions that we have taken or that we will take, and any adverse outcome of such a review or audit could have a negative effect on our business, financial condition and results of operations. Although we believe that our tax provisions, positions and estimates are reasonable and appropriate, tax authorities may disagree with certain positions we have taken. In addition, economic and political pressures to increase tax revenue in various jurisdictions may make resolving tax disputes favorably more difficult.
We operate in an industry and across jurisdictions which increase our tax risk profile, and subjects us to numerous pieces of anti-avoidance legislation which are generally complex, require detailed analysis, and which positions are often not certain due to the breadth of the anti-avoidance rules. In addition, the indirect tax treatment of the services we provide in certain countries is often unclear. As a result of these risks, we may have significant tax exposures that we have not accounted for, including in key markets, which could adversely affect our financial condition and results of operations.
Due to the international scope of our operations and the industry in which we operate, we are subject to tax laws and regulations, including numerous anti-avoidance legislation, which are complex and subject to varying interpretations, imposed by taxing authorities around the world. Furthermore, tax laws are dynamic and therefore subject to change as new laws are passed and new interpretations of existing laws are issued or applied. Our existing corporate structure and intercompany arrangements have been implemented in a manner which we consider to be in compliance with current prevailing tax laws. However, the tax treatment of our structure and of the offerings we provide in certain jurisdictions is often unclear and could be subject to material adjustment. For example, the taxing authorities in the jurisdictions in which we operate may interpret tax laws and regulations differently than we do and challenge tax positions that we have taken. This may result in differences in the treatment of revenues, deductions and/or credits or otherwise expose us to additional taxes, interest and/or penalties, including in key markets, which could adversely affect our financial condition and results of operations. In addition, future changes to tax laws and regulations could increase our tax obligations in jurisdictions where we do business or are deemed to do business for tax purposes, or require us to change the manner in which we conduct certain aspects of our business.
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We are party to pending litigation and regulatory and tax audits in various jurisdictions and with various plaintiffs and we may be subject to future litigation and regulatory and tax audits in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.
As a growing company with expanding operations, we in the past have been party to, and we may in the future increasingly face the risk of, claims, lawsuits, and other proceedings involving competition and antitrust, anti-money laundering, OFAC, gaming, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters, including claims by customers. Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources, causing an adverse effect on our business, financial condition, results of operations and prospects.
Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable terms. These proceedings could also result in reputational harm, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have an adverse effect on our business, financial condition, results of operations and prospects.
Intellectual Property and Data Privacy Risks
Failure to protect or enforce our intellectual property rights, the confidentiality of our trade secrets and confidential information, or the costs involved in protecting or enforcing our intellectual property rights and confidential information, could harm our business, financial condition and results of operations.
We rely on trademark, copyright, trade secret, and domain-name-protection laws to protect our rights in intellectual property. However, third parties may knowingly or unknowingly infringe our rights in intellectual property, third parties may challenge intellectual property rights held by us, and pending and future trademark and patent applications may not be approved or courts/tribunals may not uphold our objections or claims. In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights. There can be no assurance that others will not offer products or services that are substantially similar to ours and compete with our business.
Circumstances outside our control could pose a threat to our intellectual property rights. Also, the efforts we have taken to protect our intellectual property rights may not be sufficient or effective. For example, it may not always have been possible or commercially desirable to obtain registered protection for our products, software, databases or other technology and, in such situations, we rely on laws governing protection of unregistered intellectual property rights, confidentiality and/or contractual exclusivity of and to underlying data and technology to prevent unauthorized use by third parties. As such, if we are unable to protect our proprietary offerings via relevant laws or contractual exclusivity, technology and features, competitors may copy them. In particular, the EU database right protection we enjoy in the EU does not apply outside the EU and, as such, we cannot be certain that we can rely on existing statutes, regulations and/or case law (including in the U.S.) to protect our unregistered intellectual property in the future or prevent third parties from making unauthorized uses of our data and other unregistered intellectual property. The position regarding the U.K. and the EU database right following Brexit also remains unclear. The loss of EU database right protection could adversely affect our business. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. If we are unable to protect our proprietary offerings and features, competitors may copy them. Also, protecting our intellectual property rights is costly and time-consuming. Any unauthorized use of our intellectual property or disclosure of our confidential information or trade secrets could make it more expensive to do business, thereby harming our operating results. Furthermore, if we are unable to protect our intellectual property rights or prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, and competitors may be able to more effectively mimic our offerings and service. Any of these events could harm our business, financial condition, results of operations and prospects.
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Our collection, storage and use, including sharing and international transfers, of personal data are subject to applicable data protection and privacy laws, and any actual or perceived failure to comply with such laws may harm our reputation and business or expose us to fines, civil claims (including class actions), and other enforcement action. The protection of personal information is becoming increasingly regulated and changes in applicable laws may require changes to our policies, practices, procedures and personnel which may require material expenditures and harm our financial condition and results of operations.
We are, and will increasingly become as we seek to expand our business, subject to numerous domestic and foreign laws, regulations, rules and standards, as well as associated industry standards, policies and contractual or other obligations, relating to the collection, use, storage, safeguarding, retention, security, destruction, disclosure, transfer, and/or other processing of personal data (collectively, “Processing”) in the jurisdictions in which we operate (collectively, “Data Protection Requirements”). These Data Protection Requirements often vary significantly by jurisdiction. While we have taken steps to comply with Data Protection Requirements, we cannot guarantee that our efforts to achieve and remain in compliance have been and/or will continue to be, fully successful. If we fail, or are perceived to have failed, to address or comply with any such Data Protection Requirements, this could result in enforcement actions against us that could include investigations, fines, penalties, audits and inspections, additional reporting requirements and/or oversight, temporary or permanent bans on all or some Processing of personal data or orders to destroy or not use personal data. Further, individuals or other relevant stakeholders could bring a variety of claims against us for our actual or perceived failure to comply with the Data Protection Requirements. Any of these events could have a material adverse effect on our reputation, business, or financial condition, and could lead to a loss of actual or prospective customers, collaborators or partners; result in an inability to Process personal data or to operate in certain jurisdictions; limit our ability to develop or commercialize current or prospective offerings or services; or require us to revise or restructure our operations.
For example, the European Union’s General Data Protection Regulation (“GDPR”) applies to any Processing operations carried out in the context of the activities of an establishment in the EEA, as well as to any other Processing operations relating to the offering of goods or services to individuals in the EEA and/or the monitoring of individuals’ behavior in the EEA and processing of data related to a citizen of the EEA irrespective of where they are located. Also, notwithstanding the United Kingdom’s withdrawal from the EU, by operation of the so called ‘UK GDPR’ (i.e., the GDPR as it continues to form part of the law of the United Kingdom by virtue of section 3 of the EU (Withdrawal) Act 2018 and as subsequently amended) (“UK GDPR”) the GDPR continues to apply in substantially equivalent form to Processing operations carried out in the context of the activities of an establishment in the United Kingdom and any other Processing relating to the offering of goods or services to individuals in the United Kingdom and/or monitoring of individuals’ behavior in the United Kingdom. Therefore, reference to the GDPR herein also refers to the UK GDPR in the context of the United Kingdom, unless the context requires otherwise. Furthermore, the GDPR provides that EEA Member States may introduce specific, supplementary requirements related to the Processing of “special categories of personal data”; as well as personal data related to criminal offences or convictions. In the United Kingdom, the UK Data Protection Act 2018 complements the UK GDPR in this regard. This fact may lead to greater divergence on the law that applies to the Processing of such personal data across the EEA and/or United Kingdom, which may increase our costs and overall compliance risk.
The GDPR and such supplementary requirements impose stringent data privacy and security requirements. In particular, the GDPR imposes several requirements relating to ensuring there is a lawful basis for Processing personal data, extends the rights of individuals to whom the personal data relates, materially expands the definition of what is expressly noted to constitute personal data, requires additional disclosures about how personal data is to be used, imposes limitations on retention of personal data, imposes strict rules on the transfer of personal data out of the EEA/UK to most third countries, creates mandatory data breach notification requirements in certain circumstances and establishes onerous new obligations on service providers, or processors, who Process personal data simply on behalf of others. It also significantly increased penalties for noncompliance.
Additionally, following the United Kingdom’s withdrawal from the European Union, the United Kingdom has introduced the UK GDPR which currently makes the privacy regimes of the EEA and United Kingdom similar, though it is possible that either the European Union, and consequently those further states that make up the remainder of the EEA, or United Kingdom could elect to change their approach and create differences in legal requirements and regulation in this area. On June 28, 2021, the European Commission issued an adequacy decision under the GDPR which allows transfers (other than those carried out for the purposes of United Kingdom immigration control) of personal data from the EEA to the United Kingdom to continue without restriction for a period of four years ending June 27, 2025. After that period, the adequacy decision may be renewed, however, only if the United Kingdom continues to ensure an adequate level of data protection. During these four years, the European Commission will continue to monitor the legal situation in the United Kingdom and could intervene at any point if the United Kingdom deviates from the level of data protection in place at the time of issuance of the adequacy decision. If the adequacy decision is withdrawn or not renewed, transfers of personal data from the EEA to the United Kingdom will require a valid ‘transfer mechanism’ and we may be required to implement new processes and put new agreements in place (such as the then-current form of the European Commission-issued Standard Contractual Clauses), to enable transfers of personal data from the EEA to the United Kingdom to continue.
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We are also subject to, amongst other regulations, the Data Protection (Bailiwick of Guernsey) Law, 2017 (as amended) (the “Guernsey DP Law”), which largely follows GDPR and requires us to control and process personal data only for proper purposes and in accordance with statutory data protection principles, and an ever-increasing number of privacy related regulations worldwide.
Because our products and services rely on the movement of data across national boundaries, global privacy and data security concerns could result in additional costs and liabilities to us or inhibit sales of our products and/ or services globally. In particular, European data protection laws, such as the GDPR, generally prohibit the transfer of personal data from the EEA, United Kingdom and Switzerland to the United States, and most other countries, known as ‘third countries’, in respect of which the European Commission or other relevant regulatory body has not issued a so-called ‘adequacy decision’, unless the parties to the transfer have implemented specific safeguards to protect the transferred personal data. One of the primary safeguards used for transfers of personal data to the United States was the E.U.-U.S. Privacy Shield framework administered by the U.S. Department of Commerce. On July 16, 2020, the Court of Justice of the European Union, or CJEU, in a decision known as ‘Schrems II’, invalidated the EU-U.S. Privacy Shield, under which personal data could be transferred from the EEA and the United Kingdom to U.S. entities that had self-certified under the Privacy Shield. On September 8, 2020, the UK government similarly confirmed that the EU-U.S. Privacy Shield could not be used as a mechanism for lawful personal data transfers from the United Kingdom to the United States under the UK GDPR and the Swiss Federal Data Protection and Information Commissioner announced that the Swiss-U.S. Privacy Shield regime was also inadequate for the purposes of personal data transfers from Switzerland to the U.S. entities who had self-certified under the Swiss Privacy Shield. The CJEU Schrems II decision referenced above also cast doubt on the ability to use one of the primary alternatives to the E.U.-U.S. Privacy Shield and Swiss-U.S. Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to lawfully transfer personal data to the United States and most other third countries. On June 4, 2021, the European Commission published new versions of the Standard Contractual Clauses. These Standard Contractual Clauses have been required for new transfers of personal data from the EEA to third countries from September 27, 2021, and all existing standard contractual clauses arrangements must be migrated to the revised Standard Contractual Clauses December 27, 2022. The revised Standard Contractual Clauses cannot be used for transfers to non-EEA entities whose processing is already subject to the GDPR; however, no equivalent standard data protection clauses have been issued and approved by the European Commission and, therefore, current market practice is largely to use the Standard Contractual Clauses notwithstanding this issue. In respect of transfers under the UK GDPR to ‘inadequate’ third countries, the UK Government has separately issued both a UK International Data Transfer Agreement and a UK International Data Transfer Addendum to the Standard Contractual Clauses, together, UK Transfer Tools, which must be used for all existing and new transfers after March 21, 2024. The implementation of the new Standard Contractual Clauses and UK Transfer Tools has necessitated amendments to our data transfer arrangements with partners, sub-processors and vendors. Use of both the existing and the new Standard Contractual Clauses and UK Transfer Tools must, following the Schrems II decision, now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals, and additional supplementary technical, organizational and/or contractual measures and/or contractual provisions may need to be put in place; however, the nature of these additional measures is currently uncertain. At present, there are few if any viable alternatives to the Privacy Shield and the Standard Contractual Clauses and UK Transfer Tools and there remains some uncertainty with respect to the nature and efficacy of such supplementary measures in ensuring an adequate level of protection of personal data. The U.S. and EU are in the process of negotiating a Trans-Atlantic Data Privacy Framework as an alternative transfer mechanism, which would allow personal data to flow freely between the EU and participating U.S. companies; however, any such framework is still to be agreed and may be subject to challenge if implemented. It is expected that a new EU-US data transfer framework will not be ready before Spring 2023. As such, our transfers of personal data to third countries may not comply with European data protection laws and may increase our exposure to the GDPR’s heightened sanctions for violations of its cross-border data transfer restrictions, including fines of up to 4% of annual global revenue or €20,000,000/£17,500,000, whichever is higher, and injunctions against transfers. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the Standard Contractual Clauses can and cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate and/or engage providers and/or otherwise transfer personal data, it could affect the manner in which we receive and/or provide services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results and generally increase compliance risk. Additionally, other countries outside of Europe have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of operating our business.
In recent years, U.S. and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising. Online advertising technology and the use of personal data for “real time bidding” activities present significant privacy compliance challenges; accordingly, this area has been and is likely to remain the focus of numerous reviews, investigations and enforcement actions by lawmakers and regulators. We are likely to be required to expend further capital and other resources to address
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the outcomes of such reviews, investigations and enforcement actions, and to ensure compliance with the changing practices, laws, regulations and industry requirements relating to online advertising technology. While we have numerous mitigation controls in place, advertisements produced by us may be erroneously served on websites that are not suitable for the advertising content of gambling (e.g., websites predominantly aimed at children). There is also a risk that gambling advertisements are viewed by people who do not want to view them, or who have taken measures not to receive them (for example, individuals on “self-exclusion” lists). In each case this may have adverse legal and reputational effects on our business.
In the EU, rules relating to electronic direct marketing are currently set out in the ePrivacy Directive, which is likely to be replaced by a new ePrivacy Regulation. While no official time frame has been given for the ePrivacy Regulation, there will be a transition period after the ePrivacy Regulation is agreed for compliance, and commentators consider it unlikely to come into force before 2024. The ePrivacy Regulation will be directly implemented into the laws of each of the EU Member States, without the need for further enactment. When implemented, the ePrivacy Regulation is expected to alter rules on third-party cookies, web beacons and similar technology for online behavioral advertising and to impose stricter requirements on companies using these tools. Regulation of cookies and web beacons may lead to broader restrictions on our online activities, including efforts to understand followers’ Internet usage and promote ourselves to them. The current draft of the ePrivacy Regulation significantly increases fining powers to the same levels as the GDPR. Given the delay in finalizing the ePrivacy Regulation, certain regulators have issued guidance (including ICO and French data protection regulators) on the requirement to seek strict opt-in, unbundled consent to use all nonessential cookies and similar technologies and the requirement to increase the standard of transparency relating to use of cookies and similar technologies. Our cookie consent management functionality and cookies notices may not meet the standards outlined in such guidance.
In the United States, the federal government, including Congress, the Federal Trade Commission and the Department of Commerce, has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. Furthermore, the Federal Trade Commission and many state attorneys general continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination, and security practices that appear to be unfair or deceptive. Numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use, and processing of state residents’ personal data.
For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to personal information of consumers, business representatives, and employees, and requires businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The CCPA provides civil penalties of up to $7,500 per violation and allows private litigants affected by certain data breaches to recover significant statutory damages. In addition, the California Privacy Rights and Enforcement Act of 2020 (“CPRA”) expands the CCPA's requirements, including by adding a new right for individuals to correct their personal information and establishing a regulatory agency dedicated to implementing and enforcing the law. The Stop Hacks and Improve Electronic Data Security Act, otherwise known as the SHIELD Act, requires companies to adopt reasonable safeguards to protect the security, confidentiality, and integrity of private information. A company should implement a data security program containing specific measures, including risk assessments, employee training, vendor contracts, and timely data disposal. Laws like the SHIELD Act, the CPRA and the CCPA may lead other states to pass comparable legislation, with potentially greater penalties, and more rigorous compliance requirements relevant to our business. For example, Virginia has enacted the Consumer Data Protection Act and Colorado has enacted the Colorado Privacy Act, each of which may impose obligations similar to or more stringent than those we may face under other data protection laws and similar laws are being considered in several other states, as well as the federal and local levels. These developments further complicate compliance efforts, and increase legal risk and compliance costs for us, as compliance with any newly enacted privacy and data security laws or regulations may be challenging and cost and time-intensive, and we may be required to put in place additional mechanisms to comply with applicable legal requirements.
Although we have implemented certain policies and procedures, and continue to review and improve such policies and procedures, that are designed to ensure compliance with applicable laws, rules and regulations, if our privacy or data security measures fail, or are perceived to have failed, to comply with applicable current or future laws and regulations, we may be subject to fines, litigation, regulatory investigations and penalties (including potential suspension or loss of licensure), enforcement notices requiring us to change the way we use personal data or our marketing practices or other liabilities such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business. Fines are significant in some countries (e.g., the GDPR introduced fines of up to countries (e.g., the GDPR introduced fines of up to €20,000,000/£17,500,000 or up to 4% of the total worldwide annual group turnover of the preceding financial year (whichever is higher)) as well as litigation, compensation claims by affected individuals (including class action type litigation where individuals suffer harm), regulatory investigations and enforcement notices requiring us to change the way we use personal data.
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Our processing of cardholder data is subject, in addition to data protection and privacy laws, to strict industry standards and security procedures. Compliance with the requirements to process cardholder data can be onerous and may require the implementation of new procedures, policies and security measures or the amendment of existing ones which may require material expenditures and harm our financial condition and results of operations. Any actual or perceived failure to comply may result in the inability to process payments, monetary penalties and reputational damages which may require material expenditures and harm our financial condition and results of operations.
The Payment Card Industry Data Security Standard (“PCI DSS”) applies to the processing of cardholder data. PCI DSS consists of a set of policies and procedures intended to enhance the security of cardholder data during card transactions. PCI DSS was implemented by the five largest credit card brands — Visa, Mastercard, Discover, American Express, JCB. As we process cardholder data, if there is actual or perceived non-compliance with PCI DSS, this may result in our inability to process payments, monetary penalties and reputational damage. We are required to undertake internal and external network vulnerability scans at least quarterly and after any significant change in the network and to carry out a formal risk assessment process at least annually and upon significant changes to the environment that identifies critical assets, threats, and vulnerabilities. Where such scans reveal any lack of compliance, we will need to take appropriate steps to ensure compliance in accordance with the relevant and applicable policies and procedures.
We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and offerings. Failure to maintain, renew or expand existing licenses may require us to modify, limit or discontinue certain offerings, which could adversely affect our business, financial condition and results of operations.
We rely on products, technologies and intellectual property that we license from third parties, for use in our offerings. A substantial portion of our offerings and services use intellectual property licensed from third parties. The future success of our business may depend, in part, on our ability to obtain, retain and/or expand licenses for popular technologies, data feeds, software platforms and games in a competitive market. We cannot provide any assurance that these third-party licenses, or support for such licensed products and technologies, will continue to be available to us on commercially reasonable terms, if at all. In the event that we cannot renew and/or expand existing licenses, we may be required to discontinue or limit our use of the products that include or incorporate the licensed intellectual property. We use data in respect of sporting feeds which we believe to be freely available in the public domain and/or which are made available to us at no charge. In the future, we may be forced to pay for usage of such data, including retrospectively, and third parties may assert rights to such data and/or such third parties may attempt to charge us for the right to use such data. In the event that this does happen, we cannot be certain that appropriate licenses will be available to us on commercially reasonable terms, if at all. In the event that we cannot agree on appropriate licenses, we may be required to discontinue or limit our use of the relevant data and, to the extent that certain of our offerings or products or components thereof are entirely reliant on such data, we may therefore be unable to continue to provide certain offerings or products or components thereof, in which case our business, our results of operations, our financial results and our prospects may suffer.
Some of our license agreements contain minimum guaranteed royalty payments to the third party. If we are unable to generate sufficient revenue to offset the minimum guaranteed royalty payments, it could have a material adverse effect on our business, results of operations, cash flows and financial condition. Certain of our license agreements grant the licensor rights to audit our use of their intellectual property as well as the financial calculations of royalty payments under these agreements. Disputes with licensors over uses or terms could result in the payment of additional royalties or penalties by us, cancellation or non-renewal of the underlying license or litigation.
The regulatory review process and licensing requirements also may preclude us from using technologies owned or developed by third parties if those parties are unwilling to subject themselves to regulatory review or do not meet regulatory requirements. Some gaming authorities require gaming manufacturers to obtain approval, licensure or other requirements before engaging in certain transactions, such as acquisitions, mergers, reorganizations, financings, stock offerings and share repurchases. Obtaining such approvals can be costly and time consuming, and we cannot provide any assurance that such approvals will be granted or that the approval process will not result in delays or disruptions to our strategic objectives.
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We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. Our games and other software applications and systems, and the third-party platforms upon which they are made available could contain undetected errors.
Our technology infrastructure is critical to the performance of our platform and offerings and to customer satisfaction. We devote significant resources to network and data security to protect our systems and data. However, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. We cannot be assured that the measures we take to prevent or hinder cyber-attacks and protect our systems, data and customer information and to prevent outages, data or information loss, fraud and to prevent or detect security breaches, including a disaster recovery strategy for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services, will provide absolute security. We currently use and may in the future make additional use of “cloud” computing services which are a form of computing infrastructure provided by third parties such as Amazon and Microsoft and as such are substantially not within our control and are subject to outages that we would not be able to prevent and would have significant difficulty mitigating should they occur. We have experienced, and we may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Such disruptions have not had a material impact on us; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could adversely affect our business, financial condition, results of operations and prospects.
Additionally, our products may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch and could result in a vulnerability that could compromise the security of our systems. If a particular product offering is unavailable when customers attempt to access it or navigation through our platforms is slower than they expect, customers may be unable to use our product offerings as desired and may be less likely to return to our platforms as often, if at all. Furthermore, programming errors, defects and data corruption could disrupt our operations, adversely affect the experience of our customers, harm our reputation, cause our customers to stop utilizing our platforms, divert our resources and delay market acceptance of our offerings, any of which could result in legal liability to us or harm our business, financial condition, results of operations and prospects.
If our customer base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our customers’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the customer experience or increase our costs. As such, we could fail to continue to effectively scale and grow our technical infrastructure to accommodate increased demands. In addition, our business may be subject to interruptions, delays or failures resulting from adverse weather conditions, climate change, climate change-related events, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies or other catastrophic events.
If we do not continuously improve upon our systems and products and offerings then notwithstanding that the performance thereof might remain constant it might nonetheless also deteriorate when viewed relative to our competitors. This in turn might harm our reputation with our customers or reduce their enjoyment of our products and in turn harm our reputation, business, financial condition, results of operations and prospects.
We believe that if our customers have a negative experience with our offerings, or if our brand or reputation is negatively affected, customers may be less inclined to continue or resume utilizing our products or recommend our platform to other potential customers. As such, a failure or significant interruption in our service could harm our reputation, business, financial condition, results of operations and prospects.
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Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by unauthorized third parties, hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information or data stored there could be accessed, publicly disclosed, lost, deleted, encrypted or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings (including class action), liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and the services we provide to customers, damage to our reputation, and a loss of confidence in our products and offerings, which could adversely affect our business.
The secure maintenance and transmission of customer information is a critical element of our operations. Our information technology and other systems that maintain and transmit customer information, or those of service providers, business partners or employee information may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service provider or business partner. As a result, our customers’ information may be lost, disclosed, accessed or taken without consent. If any such access, disclosure or other loss of information should occur, then we would likely suffer attempts by the recipients of such data to divert our customers away from our products and would also suffer a substantial loss of trust and reputation with our customers and would likely lose a significant portion of their business as a result. We have experienced attempted cyber-attacks, attempts to breach our systems and other similar attempts in the past. For example, we have been and expect that we will continue to be subject to attempts to gain unauthorized access to or through our information systems, whether by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs. To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that they will not have a material impact in the future.
We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites and/or externally exposed administrative systems are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our websites, networks and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.
In addition, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of customer information, including customers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action and other potential liabilities. In the past, we have experienced social engineering, phishing, malware and similar attacks and threats of denial-of-service attacks, none of which to date has been material to our business; however, such attacks could in the future have a material adverse effect on our operations. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.
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In addition, any party who is able to illicitly obtain a customer’s password could access the customer’s transaction data or personal information, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, results of operations and prospects. We continue to devote significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches, including notifying affected subscribers and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business.
Some of our software systems contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to provide our offerings.
Some open source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.
Although we monitor our use of open source software to avoid subjecting our platform and our back-office and administrative and other systems to conditions we do not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot be assured that our processes for controlling our use of open source software in our software systems will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our systems, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition, results of operations and prospects.
If Internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired and our business, financial condition and results of operations could be adversely affected.
A substantial portion of our network infrastructure is provided by third parties, including Internet service providers and other technology-based service providers. We require technology-based service providers to implement cyber-attack-resilient systems and processes. However, if Internet service providers experience service interruptions, including because of cyber-attacks, or due to an event causing an unusually high volume of Internet use (such as a pandemic or public health emergency), communications over the Internet may be interrupted and impair our ability to conduct our business. Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus may impact the ability of our customers to access our offerings in a timely fashion or at all. In addition, our ability to process e-commerce transactions depends on bank processing and credit card systems. To prepare for system problems, we continuously seek to strengthen and enhance our current facilities and the capabilities of our system infrastructure and support. Nevertheless, there can be no assurance that the Internet infrastructure or our own network systems will continue to be able to meet the demand placed on us by the continued growth of the Internet, the overall online gaming industry and our customers. Any difficulties these providers face, including the potential of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any system failure as a result of reliance on third parties, such as network, software or hardware failure, including as a result of cyber-attacks, which causes a loss of our customers’ property or personal information or a delay or interruption in our online services and products and e-commerce services, including our ability to handle existing or increased traffic, could result in a loss of anticipated revenue, interruptions to our offerings, cause us to incur significant legal, remediation and notification costs, degrade the customer experience and cause customers to lose confidence in our offerings, any of which could have an adverse effect on our business, financial condition, results of operations and prospects.
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Risks Related to Ownership of Our Ordinary Shares
The market price of our ordinary shares may fluctuate substantially.
Fluctuations in the price of our ordinary shares could contribute to the loss of all or part of your investment. The trading price of our ordinary shares has been and could continue to be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our ordinary shares, and our ordinary shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our ordinary shares may not recover and may experience a further decline.
Factors affecting the trading price of our ordinary shares may include:
•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
•changes in the market’s expectations about our operating results;
•success of competitors;
•our operating results failing to meet the expectation of securities analysts or investors in a particular period;
•changes in financial estimates and recommendations by securities analysts concerning us or the industries in which we operate in general;
•operating and share price performance of other companies that investors deem comparable to us;
•our ability to market new and enhanced products on a timely basis;
•changes in laws and regulations affecting our business;
•commencement of, or involvement in, litigation involving us;
•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
•the volume of our ordinary shares available for public sale;
•any major change in our board or management;
•sales of substantial amounts of our ordinary shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; and
•general economic and political conditions such as recessions, inflation, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our ordinary shares irrespective of our operating performance. The stock market in general, and technology companies in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our ordinary shares, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to us could depress our share price, regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
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The coverage of our business or our securities by securities or industry analysts or the absence thereof could adversely affect our securities and trading volume.
The trading market for our securities is influenced in part by the research and other reports that industry or securities analysts publish about us or our business or industry from time to time. We do not control these analysts nor the content and opinions included in their reports. As a newly public company, we may be slow to attract equity research coverage, and the analysts who publish information about our securities will have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If no or few analysts commence equity research coverage of us, the trading price and volume of our securities would likely be negatively impacted. If analysts do cover us and one or more of them downgrade our securities, or if they issue other unfavorable commentary about us or our industry or inaccurate research, our share price would likely decline. Furthermore, if one or more of these analysts cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets. Any of the foregoing would likely cause our share price and trading volume to decline.
Because we are incorporated under the laws of the Island of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. courts may be limited.
We are a limited company incorporated under the laws of the Island of Guernsey. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
We have been advised that there is doubt as to the enforceability in Guernsey of judgments of the United States courts of civil liabilities predicated solely upon the laws of the United States, including the federal securities laws.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.
It may be difficult to enforce a U.S. judgment against us or our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.
A majority of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim, because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. See “Description of Securities — Enforceability of Civil Liabilities.”
As a company incorporated in the Island of Guernsey, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.
We are a company incorporated in the Island of Guernsey, and our ordinary shares are listed on the NYSE. NYSE market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Island of Guernsey, which is our home country, may differ significantly from NYSE corporate governance listing standards.
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Among others, we are not required to:
•have a majority of the members of our board of directors who are independent;
•hold regular meetings of our non-executive directors without the executive directors;
•have a nominating and/or corporate governance committee composed of entirely independent directors;
•have a compensation committee composed of entirely independent directors;
•adopt a code of business conduct and ethics, which we intend to do; or
•seek shareholder approval for the implementation of certain equity compensation plans and issuances of securities.
Provisions in our governing documents may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management.
Our governing documents contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. We may issue additional shares without shareholder approval and such additional shares could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The ability for us to issue additional shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise that could involve the payment of a premium over prevailing market prices for our ordinary shares.
If a U.S. Holder is treated as owning at least 10% of our Ordinary Shares (by value or voting power), such U.S. Holder may be subject to adverse U.S. federal income tax consequences.
Each “Ten Percent Shareholder” (as defined below) in a non-U.S. corporation that is classified as a controlled foreign corporation for U.S. federal income tax purposes (“CFC”), generally is required to include in income for U.S. federal tax purposes such Ten Percent Shareholder’s pro rata share of the CFC’s “Subpart F income,” “global intangible low-taxed income,” and “investment of earnings in U.S. property,” (in each case, as determined for U.S. federal income tax purposes) even if the CFC has made no distributions to its shareholders. Subpart F income generally includes dividends, interest, rents, royalties, gains from the sale of securities and income from certain transactions with related parties. In addition, a Ten Percent Shareholder that realizes gain from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income rather than capital gain. An individual that is a Ten Percent Shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a Ten Percent Shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a Ten Percent Shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such Ten Percent Shareholder’s U.S. federal income tax return for the year for which reporting was due from starting.
A non-U.S. corporation generally will be classified as a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own, directly or indirectly, more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation. A “Ten Percent Shareholder” is a United States person (as defined by the Internal Revenue Code of 1986, as amended (the “Code”)) who owns or is considered to own 10% or more of the total combined voting power of all classes of stock of such corporation entitled to vote or 10% or more of the total value of all classes of stock of such corporation.
The determination of CFC status is complex and includes attribution rules, the application of which is not entirely certain. Because our group includes at least one U.S. subsidiary (DGC USA), the application of those attribution rules will cause our non-U.S. subsidiaries to be treated as CFCs. We cannot provide any assurances that we will assist holders of our Ordinary Shares in determining whether we or any non-U.S. subsidiaries are or will be treated as a CFC or whether any holder of our Ordinary Shares is treated as a Ten Percent Shareholder with respect to any such CFC or furnish to any Ten Percent Shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations.
Each U.S. Holder should consult its own tax advisors with respect to the potential adverse U.S. tax consequences of becoming a Ten Percent Shareholder in a CFC. If we are classified as both a CFC and a PFIC (as defined below), we generally will not be treated as a PFIC with respect to those U.S. Holders that meet the definition of a Ten Percent Shareholder during the period in which we are a CFC.
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If a Holder is treated as owning a significant percentage of our equity (typically greater than 5%, but always subject to regulator discretion), the Holder may be required to undergo probity review and approval by one or more gaming regulators.
In order to operate in certain jurisdictions (including U.S. states), we obtain the appropriate licensure as required under local legislation. Generally, each relevant group company and at times certain directors, officers, employees and material shareholders (typically those beneficially holding 5% or more of equity — but not limited to that threshold of holdings nor limited to solely holding equity), would be required to qualify as suitable for a license to be awarded. For directors, officers, employees, and material shareholders, suitability is generally considered by gaming authorities by weighing financial stability, integrity and responsibility, and general history and background. Most gambling authorities have the authority to weigh additional factors and require any documentation or information they deem necessary. Directors, officers, employees, and material shareholders may be required to provide extensive disclosure regarding their background, assets, liabilities, employment history, and sources of income. The failure of our officers, directors and significant holders of our ordinary shares to submit to background checks and provide such disclosure could result in the imposition of penalties and could jeopardize the award of a contract to us or provide grounds for termination of an existing contract. Generally, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by a competent authority that such person is required to do so may be found unsuitable or denied a license, as applicable. If any director, officer, employee or significant shareholder is found unsuitable (including due to the failure to submit required documentation) by a competent regulator or authority, we may deem it necessary, or be required, to sever our relationship with such person.
If we are or any of our subsidiaries is characterized as a passive foreign investment company for U.S. federal income tax purposes, U.S. Holders may suffer adverse tax consequences.
If we are or become or any of our subsidiaries is or becomes a “passive foreign investment company” (“PFIC”), within the meaning of Section 1297 of the U.S. Tax Code for any taxable year (or portion thereof) during which a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) holds our ordinary shares, certain adverse U.S. federal income tax consequences may apply to such U.S. Holder and such U.S. Holder might be subject to additional reporting requirements.
For U.S. federal income tax purposes, we will be a PFIC for any taxable year in which (i) 75% or more of our gross income consists of passive income or (ii) 50% or more of the value of our assets (determined on the basis of a weighted quarterly average) consists of assets that produce, or are held for the production of, passive income (including cash). For purposes of these tests, passive income includes dividends, interest, gains from the sale or exchange of investment property and certain rents and royalties. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as holding and receiving directly its proportionate share of assets and income of such corporation.
Based on the nature of our business and the valuation of our assets, including goodwill, we believe that we were not a PFIC for our taxable year ended December 31, 2022. However, no assurances regarding our PFIC status can be provided for current or future taxable years. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis and the applicable law is subject to varying interpretation. In particular, the characterization of our assets as active or passive may depend in part on our current and intended future business plans, which are subject to change. In addition, for our current and future taxable years, the total value of our assets for PFIC testing purposes may be determined in part by reference to the market price of our ordinary shares from time to time, which may fluctuate considerably. Under the income test, our status as a PFIC depends on the composition of our income which will depend on a variety of factors that are subject to uncertainty, including the characterization of transactions we entered into during 2022 or may enter into in the future, as well as our corporate structure. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status for the current taxable year or any future taxable year.
Please see the section titled “Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company Rules” for a more detailed discussion with respect to our potential PFIC status. U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares.
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We may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our ordinary shares.
We may issue additional ordinary shares or other equity securities in the future in connection with, among other things, future capital raising and transactions and future acquisitions, without your approval in many circumstances.
Our issuance of additional ordinary shares or other equity securities would have the following effects:
•our existing shareholders’ proportionate ownership interest in us may decrease;
•the amount of cash available per share, including for payment of dividends in the future, may decrease;
•the relative voting strength of each previously outstanding ordinary share may be diminished; and
•the market price of our ordinary shares may decline.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such, we are exempt from certain provisions of the securities rules and regulations in the U.S. applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material non-public information under Regulation FD.
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.
We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act; however, under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2023.
In the future, we would lose our foreign private issuer status if a majority of our shareholders are U.S. residents or if a majority of our directors or management are U.S. citizens or residents, and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we would be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which are more detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications would involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on NYSE that are available to foreign private issuers.
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The terms of future indebtedness may contain restrictions on our business and operations. Our inability to comply with the terms of any of our existing or future indebtedness may adversely affect our business.
The terms of our future indebtedness may contain covenants that could, among other things, restrict our business and operations, our ability to incur additional indebtedness, pay dividends or make other distributions or repurchase shares, make certain investments, create liens on certain of our corporate assets, enter into affiliate transactions, merge, consolidate or sell all or substantially all of our assets. If we breach any of these covenants, our lenders and holders of other indebtedness may be entitled to accelerate our debt obligations. Any default could require that we repay outstanding indebtedness prior to maturity or that a lender could enforce a lien on our assets, as well as limit our ability to obtain additional financing, which in turn may have a material adverse effect on our cash flow and liquidity.
| ITEM 4. | INFORMATION ON THE COMPANY | ||||
| A. | History and Development of the Company | ||||
The legal name of the registrant is Super Group (SGHC) Limited. The registrant was incorporated under the laws of the Island of Guernsey as a non-cellular company limited by shares on March 29, 2021. The registrant’s registered office in Guernsey is Kingsway House, Havilland Street, St. Peter Port, Guernsey GY1 2QE. Certain additional information is included in Item 4.B “Business Overview” and is incorporated herein by reference.
Super Group (SGHC) Limited was incorporated with the purpose of reorganizing the previous group headed by SGHC Limited and to execute an agreement dated April 23, 2021 with new investors (Refer to Item 5. Management Discussions and Analysis of Operating and Financial Review and Prospects)
As discussed in note 1, “General information and basis of preparation” to our consolidated financial statements, Super Group (SGHC) Limited could not be considered a separate entity acting in its own right, and the economic substance of its incorporation and the holding of SGHC Limited shares constitutes a reorganization of the Group for the sole purpose of the public listing. Following the capital reorganization, SGHC Limited is a wholly owned subsidiary of Super Group (SGHC) Limited.
Under a capital reorganization, the consolidated financial statements of Super Group reflect the pre-combination book values. Consequently, management has concluded that Super Group (SGHC) Limited should recognize in its consolidated financial statements the net assets of SGHC Limited and subsidiaries as per their preceding carrying amounts, and that comparatives should be re-presented, as the consolidated financial statements of Super Group (SGHC) Limited are a continuation of those of SGHC Limited.
Therefore, the comparable consolidated financial information as of December 31, 2021 and for the years ended December 31, 2021 and December 31, 2020 represent consolidated financial information of SGHC Limited.
The accounting principles have been applied consistently for all years presented in the consolidated financial statements.
The registrant’s website address is https://www.sghc.com. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.
| B. | Business Overview | ||||
Unless otherwise noted or the context otherwise requires, all references in this Item 4.B to “we,” “us” or “our” refer to the business of Super Group (SGHC) Limited and its subsidiaries.
Overview
We are a leading global online sports betting and gaming operator with a mission to responsibly provide first-class entertainment to the worldwide online betting and gaming community. Our strategy for achieving this goal is built around three key pillars:
1.Expanding our global footprint into as many commercially feasible regulated markets as possible in order to engage with as many customers as we can possibly reach;
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2.Increasing awareness of our brands through strategic partnerships and coordinated sponsorship and marketing campaigns; and
3.Utilizing enhanced proprietary data to optimize the confluence of ethical corporate culture, responsible gaming values, value-for-money product offerings and customer-centric service delivery.
Our subsidiaries are licensed in over 24 jurisdictions and collectively we manage approximately 3,900 employees. During 2022, on average, over 2.8 million customers per month yielded in excess of €2.6 billion in wagers per month. During 2022, total wagers amounted to €30.8 billion. Our business generated €1.3 billion of net gaming revenue during 2022 in different geographic regions, including the Americas, Europe, Africa and Middle East and the rest of the world, such regions accounting for approximately 45%, 12%, 21% and 22%, respectively, during the year.
What We Do
Our global online sports betting and casino gaming services are delivered to customers by way of two primary product offerings:
•Betway, a single-brand premier online sports betting offering, and
•Spin, a multi-brand online casino offering.
Betway is our single-brand online sports betting offering with a global footprint derived from licenses to operate throughout Europe, the Americas and Africa. The brand is sports-led but also offers casino games. Betway seeks to continue to grow brand awareness, including through an expanding portfolio of partnerships and collaborations with sports teams and leagues worldwide. Betway has more than 60 such arrangements and is actively negotiating for further expansion.
Spin is our multi-brand online casino offering. Spin’s diverse portfolio of 16 casino brands is designed to be culturally relevant across the globe while aiming to offer a wide range of casino products. Spin seeks to achieve growth through a broad range of targeted marketing channels in which we believe an expansive brand portfolio will be a significant asset. On September 1, 2022, we expanded the Spin portfolio by acquiring a majority stake in Jumpman Gaming Limited. Jumpman is a multi-brand B2C casino operator which runs off proprietary technology and also supplies a number of white label brand partners, with a focus on a more recreational segment of the market than Betway and Spin. Across its entire business, Jumpman operates approximately 200 brands and generates almost all of its revenue from the UK.
As part of our efforts to further expand our global footprint, in January, 2023, we acquired Digital Gaming Corporation Limited (“DGC”), which is the parent of Digital Gaming Corporation USA (“DGC USA”) (Refer to note 26 - Subsequent events of our Consolidated Financial Statements included elsewhere in this Annual Report.), which holds the exclusive license to use the Betway brand in the United States. DGC USA has already secured market access in an initial 13 regulated or expected-to-be regulated states in the United States and its acquisition will enable us to penetrate and leverage our capabilities in these new markets.
Following Betway’s global expansion, we have, in certain circumstances, licensed the brand to third parties in certain jurisdictions where licensees are in a better position to capture market opportunity while taking advantage of the global brand, in consideration for a license fee.
Company Background
Our parent company, Super Group (SGHC) Limited, is a holding company incorporated under the laws of the Island of Guernsey, and was incorporated for the purpose of effectuating a business combination, which was consummated on January 27, 2022 (Refer to Item 5. Management Discussions and Analysis of Operating and Financial Review and Prospects). Our business and operations are conducted through numerous subsidiaries that are incorporated in various jurisdictions around the world. Our principal executive offices are located in Bordeaux Court, Les Echelons, St. Peter Port, Guernsey, GY1 1AR.
Our principal operating subsidiary, SGHC Limited, was incorporated in July 2020, for the purpose of becoming the ultimate parent company of Pindus Holdings Limited (“Pindus”), Fengari Holdings Limited (“Fengari”), and SG Media Limited ('SG Media') (formerly Pelion Holdings Limited), through a reorganization of entities with common ownership. SG Media and Fengari collectively house the Spin business, while Pindus and other entities also acquired pursuant to the reorganization collectively house the Betway business. Predecessor companies for the two businesses were established from 1997 onwards. Of the founders and early staff members of these predecessor companies, more than 20 remain who have been employed by us for more than 20 years, including CEO Neal Menashe and CFO Alinda van Wyk.
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Our Market Opportunity
The Growing Global Sports Betting and Online Casino Gaming Markets
Our brands operate in two distinct sectors of the global online gaming market, namely sports betting and online casino gaming, both of which have recently experienced significant growth and which are expected to continue to grow further in the coming years.
According to H2 Gambling Capital (“H2”), global online sports betting gross gaming revenue (“GGR”) is projected to grow from €62.2 billion in 2023 to €91.9 billion by 2027, while the global online casino gaming market is projected to grow from €38.9 billion in 2023 to €64.1 billion by 2027, in part due to projected strong growth in newly regulated markets, including within the United States.
Several countries in Africa and Europe have already liberalized and regulated sports betting and/or online casino gaming with several more in the early stages of doing so. H2 has projected European sports betting and online casino gaming GGR to grow from €41.9 billion in 2023 to as much as €54.6 billion by 2027, and projects African GGR to grow from €2.6 billion in 2023 to €4.7 billion by 2027. Africa and Europe are already significant markets for us and we believe that we are well positioned to take advantage of opportunities as and when jurisdictions within these regions regulate online sports betting and online casino gaming.
In May 2018 the U.S. Supreme Court overturned the Professional and Amateur Sports Protection Act of 1992 (“PASPA”), the effect of which was to remove federal restrictions on sports betting and give individual states control over the legalization, and related regulation, of sports betting within their jurisdictions. As of February 2023, 36 states plus Washington, DC have passed measures to legalize sports betting (three of those states are not yet operational). Out of that number, 22 states have authorized statewide, online sports betting while 11 remain retail-only at commercial or tribal casinos or retail locations. Seven states have passed measures to legalize online casino gaming. In Canada, Parliament recently passed legislation allowing provinces to regulate single-game wagering within each province. Specifically, Ontario initiated a regime and their market went live on April 4, 2022, accepting applications for registration for regulated sports betting and casino gaming until October 31, 2022. Both Spin, via Cadtree Limited, and Betway, via Cadway limited, have successfully registered to offer their respective sports and/or casino products to Ontario residents, and are both currently live there.
H2 currently projects that the North American online sports betting and casino market will generate an estimated €45.0 billion in GGR in 2027, increased from €20.3 billion in 2023, of which €39.5 billion and €16.2 billion respectively is projected to come from the United States (excluding state lotteries).
We are a market leader in sports betting and online casino gaming, with net gaming revenue of €1.3 billion (2021: €1.3 billion) in the year ended 31 December, 2022, of which approximately 54.5% was generated by Betway and the remainder from Spin. We hold licenses, which include both sports betting and online casino gaming, in over 20 jurisdictions, excluding up to 13 jurisdictions in which DGC USA has obtained initial agreed market access deals in the United States (either via obtaining the required licenses or approvals from the relevant state authorities or via commercial arrangements through which DGC USA leases a license from a land-based operator to satisfy the legal requirement that any online operation must be tethered to a land-based operation), and is currently applying for or negotiating licenses in other states and jurisdictions. The Betway brand (operated by DGC USA) is live in eight U.S. states, Arizona, New Jersey, Ohio, Pennsylvania, Indiana, Iowa, Colorado and Virginia. We expect the Betway brand to go live in Louisiana during the second quarter of 2023 pending regulatory approval. For the remaining four states, Kansas, Massachusetts, Mississippi and Missouri, as a result of a combination of timing around the introduction of regulations and/or receipt of required licenses and approvals, there is currently no specific timeline for go-live. An agreement is also in place for the provision of an additional casino brand in Pennsylvania.
Our Core Strengths
Management believes that the following are factors that will be key to our strategy of expansion:
Betway’s global single brand offers significant marketing economies of scale
Our flagship brand, Betway, operates as a global, online, sports-led betting brand that is consistently positioned in all markets. This approach aims to leverage national, regional and local marketing spend for global benefit, and management believes that it will generate significant marketing economies of scale as the business expands and Betway continues to launch into new markets. See the sections titled “— Strategy, Products and Business Model” and “— Sales and Marketing” for further detail.
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For example, prior to launching in the United States, Betway had already entered into marketing partnerships with U.S. sports franchises such as the Chicago Bulls, the Cleveland Cavaliers, the Los Angeles Clippers, the Golden State Warriors and the New York Islanders. Management believes that, in addition to raising the profile of Betway’s brand in the United States, the global reach of these brands will benefit us in markets outside of the United States where U.S. sports are followed. Previous examples of the value of this strategy include our partnership with the English Premier League team West Ham United, which according to independent assessment had by the end of 2021 returned value equivalent to 5.8 times the cost thereof.
Spin’s multi-brand casino portfolio maximizes market share
Spin’s multi-brand online casino offering is designed with the intention of capturing additional market share across multiple marketing channels, particularly in markets where opportunities for effective large scale brand advertising are harder to come by and/or where more diverse marketing approaches are necessary.
For example, in some markets we believe that the predominant or more effective form of marketing is with the assistance of independent “affiliates” marketers. In particular, in such circumstances we believe that there is significant benefit in providing such “affiliates” with a wide array of brands to market. See the section titled “— Sales and Marketing.”
Strategic use of data optimizes customer enjoyment and our profitability
Our strategic focus on data and analytics is embodied in the development of proprietary technology systems designed to leverage the large volumes of proprietary data that we collect and analyze on a daily basis. These systems and this data collection and analysis are designed to operate in conjunction with all of our product platforms, regardless of whether the latter are proprietary or supplied by third parties. See the section titled “— Our Technology and Data-Driven Approach.”
These systems aim to analyze and understand customer behaviors in as close to real-time as possible. Using this intelligence, we aim to responsibly and profitably optimize customer enjoyment and longevity via interactions, interventions and recommendations delivered as close to real-time as possible, to minimize fraud and other financial risks to us, and to meet our regulatory and compliance requirements as efficiently and effectively as possible.
Strategic technology selection maximizes speed-to-market, geographic expansion and competitive advantage
Our customer-facing product technology decisions are governed by management’s belief that product selection for new markets must seek to optimize speed-to-market, product-market fit and competitive advantage. Wherever commercially possible, we seek to use technology for competitive advantage, particularly with regards to anything related to data and analytics.
Diversification and visibility
Our strategy of expanding into as many commercially feasible regulated markets as possible has resulted in having gaming licenses in more than 20 diverse jurisdictions, excluding up to 13 jurisdictions in which DGC USA has obtained initial market access deals in the United States (Refer to note 26 - Subsequent events), and additional states and jurisdictions for which it is currently applying for or negotiating licenses. Management believes that such diversification is key to good future revenue and profit visibility, while also mitigating against the risk of any market closures. Our teams are based in 19 countries around the world ensuring a natural degree of protection for us against localized risks such as natural disasters, geopolitical risks or other potential operational disruptions. With licenses and access in additional jurisdictions and U.S. states currently being applied for or negotiated, management believes that our diversification and revenue and profits visibility will continue to improve. See “Risk Factors — Risks Related to Projections — Our growth prospects and market potential will depend on our ability to obtain licenses to operate in a number of regulated jurisdictions and if we fail to obtain such licenses our business, financial condition, results of operations and prospects could be impaired.”
Global expansion, local focus
While we are global, management approaches each market individually, tailoring product, staffing and marketing decisions to meet local conditions. In some countries, dedicated in-country staff are employed in order to coordinate jurisdiction-specific marketing campaigns and for local operational or other purposes, including 24/7/365 customer service, production of local content for customer engagement, locally relevant branding and marketing campaigns, acquisition of local payment processing mechanisms, and engagement with local social responsibility and community upliftment organizations.
Worldwide, our sportsbook trading team of approximately 130 employees benefits from long-term relationships with third-party technology providers. Across Africa, we employ an operational team of approximately 817 employees to develop, expand and operate our proprietary sportsbook and purpose-built African market platform.
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Ability to launch and scale new markets quickly
A typical entry into a new market requires an upfront capital investment that will vary depending on how much customization is required for compliance with local regulatory and other conditions. In addition, some markets are more restrictive and/or more specific in their regulation than other markets which can increase the amount of time required until full integration is achieved. However, we have the ability to enter and profitably launch in new markets despite varying integration times.
Management believes that these results are indicative of the global strength of the Betway brand. In effect, management’s belief is that Betway’s global brand presence creates latent demand within new markets owing to the fact that even prior to Betway’s entry into a market it will be well-known to potential customers by virtue of the wide range of partnerships and sponsorships that the Betway brand engages in around the world.
Management further believes that our results to date are evidence that this latent demand can be successfully leveraged by proven marketing strategies (see “— Sales and Marketing”), flexible and pragmatic technology selection (see “— Our Technology and Data-Driven Approach”) and, where necessary, in-country focused teams with local skills and knowledge.
Shared centers of operational excellence and operational economies of scale
Whereas management believes that marketing, product offerings and customer service often require a significant degree of localization, other areas within the business are expected to benefit from centralization and economies of scale.
Examples of this include technology and software, data and analytics, payment processing, fraud detection, compliance and risk management. Certain aspects of marketing, product offerings and customer service are also believed to be best centralized, albeit with careful consideration of how not to inhibit regional innovation, quality and delivery.
We aim to strike a considered balance between centralization and distributed localization to achieve optimal customer service, effective overall delivery and meaningful economies of scale, all in service of continued growth and optimal long-term expected returns to shareholders.
Responsible Gaming
We view responsible gaming as both a challenge and an opportunity, and ultimately as a barrier to entry and a source of competitive advantage.
The challenge of meeting regulatory requirements in a commercially prudent and effective manner is clear. Management believes that we have thus far been successful in meeting this challenge, as evidenced by the more than 20 licensed jurisdictions in which we already hold licenses.
The opportunity arises from our view that attempting to meet the betting and gaming entertainment needs of customers in a responsible manner will ultimately lead to more satisfied customers, which in turn will generate more sustainable and more stable revenues, and hence better long-term visibility of revenues and profits.
As the sports betting and online casino gaming business has matured over time, naturally the level of complexity in the business has increased. This is in part due to some significant variation in regulations in different jurisdictions that have in aggregate created natural barriers to entry. Smaller operators have increasingly struggled to survive the demands of growing operational complexity, which management believes has contributed in part to recent consolidation within the industry.
Management believes that our shared centers of operational excellence and economies of scale in conjunction with a strategic focus on data, analysis and timely customer interaction create a significant competitive advantage for us. Our ability to gather and analyze data regarding customer behaviors and experience both enables the provision of an individualized experience to customers as well as real-time identification of potential problem gaming or risk of harm. As set out further in the section titled “— Super Group’s Technology and Data-Driven Approach”, we employ numerous real-time interventions when appropriate to do so and subject to relevant regulation.
Management experience
Our CEO, Neal Menashe, has more than two decades of experience in the sports betting and online casino gaming industry. Our President and COO, Richard Hasson, has more than 12 years of experience in investment banking, sports betting and online casino gaming. Our CFO, Alinda van Wyk, also has more than two decades of experience in the financial management of sports betting and online casino gaming businesses. We benefit from a deep bench of professionals with significant experience, either with us or in the industry.
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Strategy, Products and Business Model
Strategy
Our diagnosis of the key challenges and opportunities in the global online gaming market follow from our belief that:
•Over time a significant number of additional jurisdictions will favorably regulate sports betting and/or online casino gaming.
•Jurisdictions that explicitly regulate sports betting and/or online casino gaming will become easier to market in at scale, but simultaneously will likely become more competitive, in which case brand strength will become an important determinant of success.
•Jurisdictions that have not yet introduced explicit regulatory frameworks may still be legal to operate in (subject to certain limited regulations), but marketing at scale may be harder to achieve, in which case a portfolio of brands will be a significant asset.
In order to address these challenges, our three key strategies serve as guiding policies that govern everything that we do:
1.Optimizing our global footprint across as many commercially feasible regulated markets as possible in order to engage with as many customers as we can possibly reach;
2.Increasing awareness of our brands through strategic partnerships and coordinated sponsorship and marketing campaigns; and
3.Utilizing enhanced proprietary data to optimize the confluence of ethical corporate culture, responsible gaming values, value-for-money product offerings and customer-centric service delivery.
We believe that maximum value for shareholders will be delivered by seeking to operate in as many different jurisdictions as it is legal and commercially viable to do so, and that it is imperative that we seek to continue our expansion into and growth in jurisdictions where robust regulatory frameworks provide long-term visibility of revenues and profits.
We further believe that a single-brand online sports and multi-brand online casino strategy is the optimal way to leverage our marketing budget. Given our belief that over time more and more jurisdictions will regulate sports betting and/or online casino gaming, this strategy aims to generate increasing economies of marketing scale, improved global brand awareness, increasing market share and ultimately enhanced returns to shareholders.
Proprietary, bespoke and common technology stacks and service infrastructures are leveraged where we believe that it makes commercial sense to do so, while third-party products and services are incorporated where we believe that doing so will achieve market entry faster, more effectively and more profitably. We aim to layer our proprietary data collection and analysis, together with proprietary interaction systems to responsibly optimize the entertainment, well-being and profitability of our customers. See “— Our Technology and Data-Driven Approach” for further detail.
For strategic reasons set out below, we have intentionally set out to differentiate the Betway and Spin product offerings and business models.
Betway’s sports betting products
Betway is positioned as a premium sportsbook that offers full-featured sports betting products for pre-game and in-game wagering. Different products and/or features are offered in different geographic markets depending on regulatory constraints, product availability, market maturity and strategic value of the market.
Betway’s flagship sports betting product is bespoke-developed exclusively for Betway and is currently capable of accepting wagers on more than 60 different sports. This product is offered in the majority of the relatively mature markets in which Betway operates, such as the UK and most European markets. For other markets, we have developed a proprietary sports betting platform that we will aim to re-use where appropriate.
Betway is in financial discussions with long-term partner and key supplier Apricot, its sportsbook provider for many of its jurisdictions outside Africa. As such, we are considering an arrangement that would materially increase the dedicated development resources available to Betway as the exclusive licensee of Apricot's sportsbook technology. This involves increasing spending and investment in software development for the next several quarters, a portion of which may be as a loan to Apricot not to exceed €43 million to cover the substantial resources dedicated to Betway. In connection with this potential additional spending, we and Apricot have begun discussions oriented towards the possibility of us obtaining full ownership of its sportsbook through an option to purchase a copy of the underlying technology in the future. These discussions are in their early stages and we cannot give any assurance on reaching binding terms.
The global sports betting market is constantly evolving, and new markets are regulating or re-regulating all the time, often with very specific and sometimes complex regulatory requirements that require significant development work in order to
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achieve compliance. For this reason, even the world’s largest sports betting businesses struggle to keep pace with adapting their existing products for regulatory compliance and/or product and cultural requirements of new markets.
Accordingly, in addition to the exclusive flagship sportsbook and the proprietary sportsbook platforms, in some new markets (particularly those where the proprietary and flagship products are not yet customized for specific local regulations), we may partner with additional third-party product providers in order to minimize delays to market entry.
Betway’s online casino gaming products
Betway’s sports-led marketing places sports betting products front and center to reinforce the brand’s premium sportsbook positioning. A significant percentage of sports betting customers nonetheless also enjoy casino gambling, and hence Betway also offers casino games in those jurisdictions where regulatory frameworks allow.
Slightly differing products may be offered in different jurisdictions depending on regulatory requirements and product availability. Casino games are sourced from third-party suppliers selected for their appropriateness for each market. Currently, Betway offers in excess of 2,000 unique casino games, including over 200 live casino tables from 30 different suppliers.
Spin’s multiple online casino gaming brands
Spin operates a portfolio of more than 20 brands, the majority of which are translated into multiple languages and offer customers the ability to play in excess of 1,500 online casino games from 12 different suppliers. The five largest brands accounted for the significant majority of Spin’s revenue in 2022.
In contrast with Betway’s single-brand scale-marketing approach, Spin seeks to compete in markets where marketing at scale is often much harder, and hence where a large portfolio of brands and a diverse product range offers Spin the ability to attract a wider variety of customers than a single brand would be able to do in the absence of meaningful large-scale marketing.
Management believes that the effectiveness of this strategy is further enhanced by a wide variety of marketing channels (see “— Sales and Marketing”).
As of September 1, 2022, we acquired a majority stake in Jumpman Gaming Limited (“Jumpman”), a small, UK-focused online casino business. Jumpman operates over 200 brands. In the year ended December 31, 2022, Jumpman contributed approximately €29.9 million to our Net Gaming Revenue.
Worldwide, Betway and Spin products are available for play in 40 different currencies and customers are serviced in 27 different languages.
Our Technology and Data-Driven Approach
We manage over 900 technology-focused staff to support and enhance our product offerings. Teams are grouped into product-focused and system-oriented portfolios aimed at driving effective ownership of solutions and enabling efficient delivery and scaling.
Teams are responsible for their own plans in support of our strategy, derived from a combination of customer requirements, regulatory frameworks, competitor analysis, product performance metrics and hypothesis-driven engineering. In combination, this approach aims to maximally optimize our technology flexibility, functionality, delivery, reliability and competitive edge.
Operationally, we embrace DevOps principles, including continuous delivery of systems aimed at minimizing deployment pain and maximizing customer trust and confidence.
Information security is a very high priority for us. Key subsidiaries involved in the handling of sensitive information are either already ISO 27001 certified or are actively working towards being certified. Where the latter is the case, management is satisfied that relevant and necessary processes, systems and practices are already substantially in place.
With particular reference to customer-facing products, we operate a mix of our own technology and long-term partnerships with leading third-party providers (see the section titled “— Partnerships, Suppliers and Strategic Collaborations”), a flexible approach that is intended to increase speed to market and decrease friction associated with adjusting the technology stack to new markets.
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In other non-customer-facing areas of technology, we may utilize the products and services of third-party suppliers, in particular where management does not believe that competitive advantage will be served by developing proprietary technology or where it might not be commercially prudent to do so. However, in areas where management believes that meaningful competitive advantage can be profitably achieved, we will seek to develop and maintain our proprietary technology. Where systems are intended to deliver competitive advantage, we will seek to ensure interoperability with all of our product platforms, including those supplied by third parties. Some examples of this are highlighted below.
Overall, our approach to technology can broadly be divided into three areas:
Customer-facing products and platforms
Our proprietary sportsbook product is offered by Betway in the majority of African countries in which we are licensed. With this notable exception, in most jurisdictions the major components of customer-facing sports betting and online casino gaming products are sourced from third-party suppliers. Notwithstanding this, we seek to be highly involved in the specification and customization of third-party product and generally work in close collaboration with all of our suppliers.
This is particularly true of our relationship with Apricot, which provides Betway’s bespoke-developed flagship sports betting system on an exclusive-use basis as well as the Player Account Management (“PAM”) system utilized for the majority of our operations. Apricot also provides a significant portion of the casino games offered by Betway and Spin (see the section titled “— Partnerships, Suppliers and Strategic Collaborations”).
Data and related systems
We seek to derive significant competitive advantage from our proprietary data by collecting granular detail regarding all steps in the customer lifecycle, always within the constraints of relevant data protection legislation. In particular, once customers commercially engage with one of our brands, then significant amounts of proprietary data regarding wagering and other product interactions will be collected and made available downstream for real-time analysis and decision-making.
Proprietary real-time systems transform and analyze this data in order to understand each individual customer experience within our products. We utilize this information (in real-time where appropriate) to maximize customer value and enjoyment in a safe and responsible manner. Dedicated customer experience teams aim to measure and monitor all points of interaction and all steps in the customer journey with the ultimate aim of minimizing friction and maximizing customers’ ease of use of our products.
We maintain a range of highly-engineered proprietary systems for the complex processing of millions of events per day in order to deliver bespoke customer experiences that react dynamically to individual customer behavior. Examples of real-time interventions generated in this way include:
•Betting Behavior: We aim to monitor and analyze customer behavior in real-time with the intention of detecting unsustainable or potentially harmful deviations in betting behavior so that in turn we can attempt to intervene appropriately and timely. In addition to being a requirement of regulatory responsible gaming obligations in several jurisdictions, we believe that interventions of this nature ultimately generate more satisfied and sustainable customers, improved retention rates, and longer customer lifecycles, thereby enhancing customer lifetime values.
•Personalized Wagering Recommendations: Seeking to understand individual customer preferences and attributes in combination with machine learning and data science in turn generates personalized wagering recommendations that aim to remove user interface friction and increase customer satisfaction and enjoyment.
•Individual Profitability Analysis and Personalized Incentivization: We employ statisticians and data scientists to model and validate the expected profitability of short-, medium- and long-term customer behavior with reference to a range of activities and metrics. We believe that these models enable us to profitably and responsibly incentivize and/or encourage (or discourage, as the case may be) specific behaviors, which we attempt to do in real-time. We believe that these models and associated interventions in aggregate form a significant competitive advantage that generates more satisfied and sustainable customers, improved retention rates, and longer customer lifecycles, thereby enhancing customer lifetime values.
•Monitoring and Mitigation of Potentially Fraudulent Activities: Similar models and systems seek to identify potentially fraudulent or otherwise problematic activity in real-time and thereby aim to limit the potential financial harm and/or regulatory risk to the business.
For all of the above examples, we seek to ensure that the relevant systems are capable of processing data from all of our product platforms, including those supplied by third parties, and that customer interactions and interventions can be executed on all of its product platforms, including those supplied by third parties.
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Our analysis and data science capabilities are also applied in the acquisition of new customers, for example, by adapting marketing and related campaigns for specific markets, channels and marketing partners. Where possible and in collaboration with third party marketing technology providers, we employ real-time bidding, spend and allocation optimization algorithms in conjunction with dynamic creative optimization and personalized messaging, all with the intention of reducing the cost of acquiring new customers.
Where possible our marketing spend is tracked and measured, with the aim of enabling us to react quickly to changes in the expected profitability of marketing channels. For large branding and sponsorship campaigns, where lead times can be long and performance measurement is as much art as science, our annual marketing budgets and plans are optimized by reference to complex econometric models, cross-referenced and validated against proprietary and third-party data with the aim of optimizing efficiencies throughout the marketing funnel.
Budget proposals and other relevant expected operational factors are then fed into a detailed actuarial model of the business that projects expected financial results for Betway and Spin separately for all major markets. These results are then aggregated and evaluated to ensure the financial soundness of our plans under a range of potential scenarios. This model is updated regularly throughout the year for financial management and monitoring purposes and is also employed for audit and regulatory requirements.
Other enabling platforms and shared services
Over time, we have developed a wide range of proprietary systems for enabling the operational effectiveness of the business, including in the areas listed below. In all cases we aim to continuously evolve and improve our systems over time.
Acquisition Marketing Systems
Proprietary models in combination with third party systems and tools are maintained for the deployment, management, measurement and monitoring of customer acquisition campaigns across a variety of marketing channels (see “— Sales and Marketing”).
Responsible Gaming Systems
We have developed various systems with the intention of meeting regulatory requirements for customer protection against risk of harm from gambling. Certain related products and systems provided by third-party suppliers are also integrated into our responsible gaming processes.
Customer Retention Systems
We maintain a number of proprietary systems aimed at ensuring the profitable retention of customers and also make use of certain third-party systems and components as part of our customer retention processes. We believe that maximizing customer lifetime value over the long term is only possible when responsible gaming principles are adhered to. Accordingly, customer retention systems are generally closely integrated with or otherwise share significant components with responsible gaming systems.
Messaging and Communications Systems
We believe that customer satisfaction is underpinned by an ability to deliver the right message to the right customer at the right time and have therefore developed proprietary software systems (some of which are integrated into third-party supplier systems) for messaging and communicating with customers in-app, in real-time, as well as other related systems for doing so by other mechanisms and at different times. These systems are crucial for the effective delivery of responsible gaming and retention interventions.
Banking and Finance Systems
A dedicated subsidiary is responsible for ensuring that we are able to offer customers a range of mechanisms for deposit and withdrawal of funds in each of the markets in which we operate. Currently, we offers in excess of 100 different deposit and withdrawal mechanisms worldwide.
Related systems ensure that necessary financial data is made available downstream for financial management and reporting purposes. We develop and maintains automated reporting and reconciliation systems and processes to allow for the production of internal management accounts (including monthly unaudited financial statements produced separately for each entity in each jurisdiction) within a few weeks of month-end and audited financial statements within a few months of year-end.
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Risk, Fraud and Compliance Systems
We encounter sophisticated attempts at fraud on a regular basis and are required to verify customers and their source of funds in accordance with varying regulations in each jurisdiction in which we operate. Significant customer volumes mean that systems for the detection and prevention of attempted fraud and ensuring compliance with “know your customer” and anti-money laundering regulations must be substantially automated. In addition to rules-based systems that codify our experience in combating fraud, managing risk and ensuring compliance, we also expend considerable effort in the development of new systems for this purpose, including the employment of machine learning and other data science techniques.
Managing Wagering Risk
We manage our own teams of experienced traders to set and maintain sports betting odds. These teams use their own expertise and internal pricing models in conjunction with external data feeds, odds monitoring services and various competitive factors to derive opening prices for each market. Thereafter, prices will be adjusted based on news events of relevance to the market, as well as wagers placed by customers and competitive forces. We cannot guarantee that we will be capable of always offering the best price in all markets at all times, but we continuously strive to remain competitive and offer customers attractive value for their money.
Various systems are deployed to measure and monitor the margin on the sportsbook, which is the percentage of wagers that the book is expected (in terms of our pricing models) to win on average over a particular period of time. Individual customer wagering is also closely monitored and alerts are raised for wagering activity considered unusual. In particular, evidence of potentially illegal or collusive behavior (such as suspicion of match-fixing) will be shared with the necessary legal and/or sporting authorities. Where appropriate, customers will be limited by reference to maximum wager size and/or wager type.
Our products currently support wagering on more than 60 different sports, each of which in turn encompasses a wide range of events and outcomes that can be wagered on (also referred to as “betting markets”) both pre-game and in-game. We actively seek to add additional betting markets, both for purposes of customer enjoyment and our financial benefit, including diversification of risk, reduction of margin volatility and increased profitability.
For online casino games, we seek to offer an entertaining range of games with value-for-money “return to player” (“RTP”) and (for slot games in particular) entertaining “volatility” (“Vx”) characteristics. RTP measures the expected return to customers as a percentage of wagers while Vx is a measure of the expected variance thereof. Most notably for slot games, customers have varying individual preferences for volatility and we therefore attempt to recommend games to customers that are appropriate given their preferences. Game suppliers may offer games in multiple variants with differing combinations of RTP and Vx, in which case we seek to ensure that we selects only those variants that we believe will optimize both value-for-money entertainment for our customers and long-term profitability for us.
A necessary requirement for successful management of wagering risk is appropriate control of customer incentivization. Without suitable systems and controls for customer incentives it is possible for wagering opportunities to arise that are mathematically unprofitable for us. Examples include arbitrage of sports wagers and situations where adroit betting with incentive funds can create expected RTP in excess of 100% for casino games. We believe that optimal individual customer evaluation and incentivization will largely obviate this potential problem but, where this is not the case, we have significant experience in detecting and preventing such situations and maintain a number of proprietary systems with the intention of doing so.
Partnerships, Suppliers and Strategic Collaborations
We engage in long-term partnerships, including with leading third-party technology providers which, together with our own technology, increases the speed with which our offerings are brought to market and decreases the friction associated with adjusting our technology to new markets.
Relationship with Apricot
We have entered into several software and services agreements with Apricot (and its affiliates and subsidiaries), one of the leading gaming software and content providers, including casino software licensing agreements, jackpot services and licensing agreements and sportsbook software licensing agreements. Through these agreements, we engage members of the Apricot group for the provision of the Apricot group’s sportsbook and PAM software systems in a number of our most significant markets.
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Mr. Martin Moshal is the named individual beneficiary of certain trusts, which trusts are the ultimate controlling shareholders of Apricot. Mr. Moshal is also the named individual beneficiary of a trust that ultimately controls Knutsson Limited, our largest shareholder. However, Mr. Moshal does not control our affairs, as a beneficiary of these trusts has neither any right to control or voting investment power over the trusts, nor does it have the right to appoint or replace the trustees.
Casino Software Licensing Agreements
Pursuant to various casino software licensing agreements, we have been granted non-exclusive software licenses for use of a suite of gaming software in different territories in which we operate. Several of the agreements permit the advertising, marketing and promotion of the software suite in each respective territory and certain of the agreements allow for the licensee to sub-license the use of the system. As of the date of this filing, we have entered into 15 casino software licensing agreements with affiliates of Apricot.
The initial term of all casino software licensing agreements with Apricot expires on December 31, 2035. Under all these agreements, termination for convenience by either party is not possible until expiry of the initial term and then must be on not less than 12 months’ written notice, although one casino software licensing agreement with Apricot does not permit termination for convenience at all, allowing only for termination in accordance with its terms after December 31, 2035. A party may also unilaterally terminate the relevant agreement in the event that the other party (a) breaches a material obligation or undertaking under such agreement and which, where such breach is capable of remedy, is not remedied within the specified timeframe to the reasonable satisfaction of the other party; or (b) suffers an insolvency event. In a number of the agreements, a party may terminate for change of control when control of the other party is obtained by a competitor. The Apricot company in the relevant agreement may unilaterally terminate such agreement in the event our subsidiary that is party to the agreement (a) fails to pay monies as they fall due under the agreement; (b) uses the software system illegally; (c) markets a branded game without Apricot’s consent; (d) fails to notify Apricot of a change in control of such party; (e) breaches non-solicitation, non-competition or data protection obligations; (f) is convicted (or any of its directors are convicted) of an offense in terms of any applicable gaming legislation or regulations, or of any crime or offense reasonably likely to cause reputational damage or damage to goodwill to Apricot; or (g) fails to procure the appropriate gaming license.
In a number of the agreements: (i) Apricot may terminate the agreement if the relevant subsidiary: (a) provides false or inaccurate information that has an adverse effect on Apricot; (b) accepts a real money bet from customers located outside the appropriate territory or within the USA; (c) fails to pay the minimum agreed gaming fee; (d) becomes a competitor to Apricot; or (e) fails to pay its players or depositors within the specified time period; (ii) Apricot may terminate the agreement if it becomes unlawful or impossible for Apricot to license, maintain or use the system, or a court or arbitrator declares any provision of the agreement void or unenforceable; and (iii) the relevant subsidiary may terminate the agreement if Apricot (or any of its directors) are convicted of an offense in terms of any applicable gaming legislation or regulations, or of any crime or offense reasonably likely to cause reputational damage or damage to goodwill of the other.
Jackpot Services and Licensing Agreements
Various of our subsidiaries have entered into jackpot services and licensing agreements with Jumbo Jackpots Limited, a wholly owned subsidiary of Apricot. Pursuant to these jackpot services and licensing agreements, Jumbo Jackpots Limited grants non-exclusive licenses of trademarks (as supplied within the software, licensed through separate casino software licensing agreements) and provides services to enable the licensee to run jackpot games. As of the date of this filing, we have entered into seven Jackpot Services and Licensing Agreements with Jumbo Jackpots Limited.
All jackpot services and licensing agreements have an indefinite term, and do not permit termination for convenience, except for one agreement that permits termination by either party on two months’ written notice. All of these agreements permit either party to terminate immediately by written notice if a petition or resolution is passed for the winding up of the other party. The agreements also terminate automatically if the applicable subsidiary’s gaming license is withdrawn. Jumbo Jackpots Limited may terminate the agreement if any of the following events occur: (a) the other party commits a breach of the agreement and fails to remedy such breach within the specified time period; (b) the other party fails to pay sums as they fall due; (c) it becomes unlawful or impossible for Jumbo Jackpots Limited to license, maintain or use the relevant trademarks or provide the services under the agreement; (d) bankruptcy or insolvency proceedings are filed against the other party; (e) the other party can no longer perform its business activities or fulfil its commitments to Jumbo Jackpots Limited; or (f) the other party (or any other entity having common shareholders or control with that party) becomes a competitor to Jumbo Jackpots Limited. The counterparty may terminate the agreement with 14 days’ written notice if Jumbo Jackpots Limited raises the agreed service fee. In addition, each agreement automatically terminates on termination of the corresponding casino software licensing agreement between the subsidiary which is party to the relevant jackpot services and licensing agreement and Apricot or PNL or Kova (as defined below) as applicable.
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Sportsbook Software Licensing Agreement
Through our subsidiaries Betway Limited, Betway Spain S.A. and GMBS Limited, we have an agreement for the exclusive provision of Apricot’s sportsbook software in a number of our most significant markets. This exclusive arrangement prevents Apricot from licensing its sportsbook software to any other customers in those jurisdictions, but does not prevent us from utilizing our own or other suppliers’ sportsbook software where we choose to do so. The agreement also permits the advertising, marketing and promotion of the software system in each respective territory.
The initial term of the sportsbook software licensing agreement expires on December 31, 2030 and will automatically continue unless and until terminated in accordance with the agreement. Under this agreement, termination for convenience by either party is not possible until expiry of such initial term and thereafter must be on not less than 180 days’ written notice. Betway Limited may also terminate the agreement for convenience after December 31, 2025 with at least 18 months’ written notice. The agreement also permits either party to terminate by written notice if: (a) the other party is in breach of the agreement and, where such breach is capable of remedy, fails to remedy such breach within 30 days of notice to the reasonable satisfaction of the other party; (b) bankruptcy, insolvency or analogous proceedings are commenced against the other party; or (c) when control of the other party is obtained by a competitor (on 18 months’ written notice).
We work closely with Apricot and its affiliates in the ongoing development of the sportsbook product and the PAM system and the customization thereof for our needs. We have direct access to dedicated Apricot resources for this purpose and play a meaningful role in the strategic direction and prioritization of these resources.
Apricot supplies a significant portion of the casino games available for play across all our websites and apps. Other significant online casino gaming software suppliers contracted directly and indirectly include IGT, Scientific Gaming and Evolution (including NetEnt and Red Tiger).
Prima Networks Limited, Prima Networks Spain PLC and Kova SRL (“PNL/PNS/Kova”) similarly engage Apricot in agreements for the provision of Apricot’s casino and sportsbook software. PNL/PNS/Kova sublicenses the Apricot software to our subsidiaries, such as Betway. As of December 31, 2022, PNL/PNS/Kova had entered into eleven casino software licensing agreements and five sportsbook software licensing agreements with our subsidiaries.
The casino software licensing agreements and sportsbook licensing agreements entered into by our subsidiaries and PNL/PNS/Kova have terms and termination rights that are materially similar to those applicable to the casino software licensing agreements and sportsbook licensing agreements with Apricot summarized above.
Other Partnerships, Suppliers and Strategic Collaborations
Our Betway brand has engaged in key relationships (most of them multi-year) with professional sports teams and leagues around the world, starting with front of shirt sponsorship of the English Premier League’s West Ham United beginning in 2015. Subsequent partnerships have included several football (soccer) teams in other major European and African leagues, major horse racing events, eSports teams and events, major cricket leagues, tennis tournaments and sporting celebrities as brand ambassadors. Many of these arrangements have since been extended well beyond their original terms. Currently, more than 60 brand partnerships are in place with several more actively being negotiated.
We have continued this strategy during Betway’s expansion into the United States by engaging in similar partnerships with professional sports teams in the United States with global brand recognition, such as the Chicago Bulls, the Cleveland Cavaliers, the New Jersey Devils, the Philadelphia 76ers, the Philadelphia Flyers and the Golden State Warriors, as well as our league deal with the National Hockey League.
These arrangements all serve to bolster Betway’s global brand recognition. Management believes that over time this strategy has worked to progressively and more effectively amortize Betway’s brand marketing spend, in part explaining improvements in Betway’s growth and financial performance over recent years.
We benefit from a number of long-established “affiliates” marketing partnerships (see “— Sales and Marketing”) that have historically generated a stable and significant stream of new customers.
We typically enter into strategic, multi-year partnerships with land-based gaming operators in order to facilitate entry into markets where a land-based license or partner is prerequisite for market access. Examples include Casinos Austria International Belgium NV and Espectaculos Deportivos Fronton Mexico S.A. de C.V., both for access to sports betting and online casino gaming in Belgium and Mexico, respectively.
We enter into multi-year agreements with sports data suppliers for data to inform our odds making and sports trading activities, as well as for content for our websites and apps. Significant suppliers include SportRadar, Genius Sports, Perform Content Limited, and IMG. Key summaries of these agreements are described below.
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SportRadar Agreements
SportRadar is a leading information supplier for sport related data and statistics as well as sophisticated technical solutions. We have agreements, including four statements of work (“SOW”), with SportRadar as part of a global deal, which includes the Managed Trading Services platform for Betway Africa. These SOWs provide that SportRadar will supply products and services for its sports betting and sportsbook operation globally to Betway Limited, who can sublicense its rights to its affiliates.
Genius Sports Agreements
Genius Sports is a provider of sportsbook data, content, analysis tools, software and related services to sports betting operators worldwide. We have agreements in place between Genius Sports and Betway Limited that allow Betway Limited and its affiliates to use Genius Sports services through a non-exclusive, non-transferable non-sublicensable right and license.
Perform Content Limited Agreements
Perform owns, operates and provides video and consumer data services to betting operators throughout the world. We have four agreements in place with Perform, each for a different product. Each agreement is between Perform and Betway Limited and each provide access to us and our brand license partners, where appropriate.
IMG
IMG is in the business of distributing sports information, data and statistics to third parties. Under our data subscription agreement, IMG agrees to license certain of its content to Betway Limited and provide related technical support services. The content provided under the agreement includes the ATP World Tour, the WTA Tour, the French Open, Wimbledon and the U.S. Open. The agreement also includes the consumption of IMG UFC and Golf scoreboards and data as well as streaming services.
Sales and Marketing
Our holistic approach to the marketing of our products encompasses two primary streams:
Traditional and brand marketing
Traditional and brand marketing is the primary vector for marketing of the Betway brand.
Over time, the Betway brand has been developed with the assistance of expert branding agencies and a strategy has been developed for the consistent positioning of the brand worldwide. We engage the services of appropriate brand and marketing agencies around the world in order to execute this strategy in culturally-appropriate ways in the various jurisdictions and markets in which we operate.
Advertising is planned and executed in each market, utilizing all channels that we believe to be effective, including TV, radio, print and online. Positioning and messaging are intentionally simple and designed to resonate with the target market’s emotional connection with their favorite sports. Brand sponsorships and partnerships play an important role and are leveraged across the other channels where possible.
In some markets, where the expected returns from doing so are acceptable to management, similar traditional marketing channels are also employed for the larger Spin brands.
We license the Betway brand, for a fee, to a third-party operator for use in China, Vietnam and Thailand. This further serves to amortize global brand marketing spend.
Performance-based marketing
We make use of performance-based marketing channels across all of our brands and in all markets. We have developed a number of proprietary models, tools and monitoring mechanisms for measuring and predicting the performance of these channels so as to be able to scale marketing efforts up or down quickly and effectively, wherever possible by means of real-time algorithms. More than 150 people are employed by us in this area.
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These channels include the following:
App stores
Our products are made available on mobile devices and via mobile app stores. A significant factor in the success of this channel is achieving high visibility and rankings in the organic (unpaid) app store listings. Equally important is effective customer acquisition by means of paid advertising within app stores, for which we have implemented bespoke real-time app store bidding models. We employ dedicated staff and third-party specialist App Store Optimization (“ASO”) agencies with the aim of optimizing results in this area.
Organic social media
Social media is an important channel for reaching and engaging with customers, particularly for Betway given the extended audience that is created by the brand’s partnerships with sports teams and leagues around the globe. We employ dedicated staff (centrally and locally within key markets) and also utilize third-party social media agencies. We also engage with social media influencers and brand ambassadors to represent us on social media.
Paid social media
Paid social media marketing campaigns form a key part of acquisition and retention marketing strategies. Contextually relevant messaging to prospective and existing customers in support of organic social media marketing is enabled by myriad targeting options coupled with deep integrations with social media sites and is aimed at building both awareness of and consideration for our brands.
Search engine marketing and brand protection
Search engine marketing (“SEM”) involves the purchase and performance optimization of relevant keywords in order to acquire new customers. Brand protection ensures that customers searching for our brands on search engines are not diverted to competitors. We employ dedicated staff in this area and also engage third-party agencies where necessary.
Search engine optimization
Search engine optimization (“SEO”) involves the optimization of our websites to improve the organic rankings of our brands on major search engines. We employ dedicated staff to monitor all brands’ performance against all major keywords and thereafter to adjust our websites to optimize performance.
Display advertising and other forms of online performance marketing
We undertake various forms of online marketing, including advertising directly or via advertising networks on third-party websites and in third-party apps.
“Affiliates” marketing
“Affiliates” is an industry term that describes independent third-party marketers which assist us in acquiring new customers and which are generally paid on a revenue-share or cost-per-acquisition basis. Despite the word “affiliate”, these are independent parties that are not otherwise affiliated with us in the ordinary sense of the word.
Scaling this marketing channel is often difficult due to competitive pricing and the difficulty of predicting whether past performance by independent third parties will continue into the future. We benefit from a number of stable long-term partnerships with several of the larger and more reliable “affiliates” and management believes that we possess suitable experience and expertise to continue to perform well in this area.
Competition
Sports betting and online casino gaming are competitive businesses, with numerous competitor brands operating alongside our brands in most markets. Outside of jurisdictions where the number of operators is explicitly restricted by regulatory constraints, the nature of the business largely precludes the formation of monopolies or even oligopolies, not least due to the ease of product substitution by consumers and frequently high levels of price competition.
On a global level, we consider our most direct and relevant competitors to be the various brands of Flutter and Entain, as well as bet365, 888 and several more. Within individual jurisdictions or regions, there are often also significant competitors that we consider relevant who are otherwise unknown outside of that specific jurisdiction or region. In some instances, we also face competition from national or regional government-owned operators.
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Land-based competitors are also of significant relevance to us in certain geographies owing to the additional entertainment attractions of such businesses and their often strong local or regional brands. Many of these businesses have historically been slow to move their offerings online, but in recent years this trend has accelerated and competition from such businesses is expected to increase further.
Alternative product categories also serve as competition for customer wallet share, most notably lotteries and casual or social games. For example, “daily fantasy” (a variant of fantasy sports leagues) is an alternative to sports betting, casino-style games are a major category on Facebook and in the Apple and Android app stores, and elements of casino gambling have increasingly found their way into top ranking non-gambling games.
In most jurisdictions or regions, we compete alongside at least one of the global competitors referenced above. As more markets are regulated over time, additional competitors are expected to enter the market. There is typically a significant degree of overlap with competitor offerings with regards to sports events and wager types available for customers to bet on. Similarly, casino game offerings typically overlap significantly as most game providers license the majority of their games to all operators (occasionally specific games might be exclusive to a single operator, but rarely is this the case for an extended period and/or for games that generate significant revenue).
The principal differentiating factors common to both online sports betting and online casino gaming include the global reach and scale of the business, global branding, advertising and marketing effectiveness, reliability of products and services, breadth and depth of proprietary data science and technology, accurate customer evaluation, meaningful responsible gaming initiatives and related interactions, innovative and effective customer incentives, speed and relevance of customer communication, speed and reliability of deposit and withdrawal mechanisms, ease-of-use of customer-facing software, quality of customer service and an asset-light globally-amortized business model.
Principal differentiating factors specific to online sports betting include breadth and depth of sports events and betting markets offered, ease-of-use of the wagering interface, odds pricing, speed and reliability of bet settlement, extent and value of sports-related partnerships, and ability to engage customers around their favorite sports and events.
Principal differentiating factors specific to online casino gaming include breadth and depth of game offering, value-for-money games, active management of game lifecycle including regular new game launches, and, particularly given the large number of casino games available, effective game discovery mechanisms.
Management believes that our products, services, experience, expertise and corporate culture allow us to compete effectively across all of these factors.
Seasonality
Our sport-focused Betway offerings trade in many major markets in both hemispheres and hence benefit from the year-round sporting calendar. Different sporting leagues and events are relatively more or less important in different markets and hence the business benefits from a natural degree of diversification. Sporting events of all sorts take place every day around the world in multiple time zones and, particularly with the advent of virtual sports and eSports, events are available for wagering at all times of the day year-round.
Sports betting is, however, subject to seasonal fluctuations that may impact revenues and cash flows. Most major sporting leagues and events do not operate year-round and as a result, our operations will be impacted by variations in the sporting calendar over the course of a year. In particular, certain sports leagues operate formats (playoffs, championships, cup finals, etc.) that naturally result in increased customer interest as the end of the season approaches for those sports. Similarly, certain sporting events only operate at specific times of the year (major horse races, major tennis tournaments, etc.) and certain other events only operate on a multi-year cycle (Olympics, FIFA World Cup, etc.).
These phenomena will naturally lead to increased revenues at such times of the year or in major international tournament years, and conversely will result in reduced revenues during off-season periods or in non-tournament years.
For example, Betway’s revenues are often impacted by the calendars of the major European and African football (soccer) leagues, international and Indian Premier League cricket, major American sports leagues, marquee horse racing events, major professional tennis tournaments and the FIFA World Cup. We naturally seek to adapt marketing efforts accordingly, taking advantage of additional opportunities for profitable growth whenever they present while mitigating potentially negative effects on profits by adjusting marketing appropriately in off-season periods.
In contrast, Spin's portfolio of casino brands is largely unaffected by seasonality in aggregate as online casino gaming is largely an individual activity unaffected by external calendars. Management believes that there is, however, some evidence that seasonality effects may occur at the time of certain major national holidays and/or vacation periods, and as a result, our revenues and cash flows might be adversely affected during times of the year when customers are naturally more likely to engage with other non-gaming activities.
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Intellectual Property
Intellectual property rights are important to the success of our business. We rely on a combination of trademark, trade secret, database, copyright, confidentiality and other intellectual property protection laws in the United Kingdom, the European Union, the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements with third parties and other contractual protections, to protect its intellectual property rights, including its trademarks, database, proprietary technology, software, know-how and copyright. In certain foreign jurisdictions and in the United States, we have filed trademark applications, currently hold numerous trademarks and domain names, and in the future are likely to acquire additional trademarks and domain names. We have also entered into license agreements, data rights agreements and other arrangements with sports organizations and sports data suppliers for rights to utilize their sports data, of which durations vary but typically are at least annual in duration and are subject to renewal or extension.
As an online business with a customer-facing offering, our trademark and domain name portfolios are of particular importance to us. As of March 13, 2023, we owned over 360 trademark registrations and applications in the United States and more than 600 trademark registrations and applications in various non-U.S. jurisdictions. Our two main brands, Betway and Spin, enjoy extensive geographic coverage, with the Betway marks registered (or applied for) in the U.S. and in more than 60 other territories, and the Spin Brands marks registered (or applied for) in approximately 40 territories. More than 350 miscellaneous betting and gaming-related trademarks have been added to our trademark portfolio (primarily registered or applied for in the U.S.) through the acquisition of the DGC group of companies (included in the above total). As of March 13, 2023, we owned approximately 9,385 active domain names.
It has not always been possible, and may not be, or commercially desirable to obtain registered protection for our products, software, databases or other technology. In such situations, we rely on laws governing protection of unregistered intellectual property rights, confidentiality and/or contractual arrangements to prevent unauthorized use by third parties. We use open-source software in our services and periodically review our use of open-source software to attempt to avoid subjecting our services and product offerings to conditions it does not intend.
While a portion of the intellectual property that we use is created by us, including our sportsbook offering in certain African countries, we have also obtained rights to use intellectual property of third parties through licenses and service agreements with those third parties. Although we believe that these licenses are sufficient for the operation of the business, these licenses typically limit our use of the third parties’ intellectual property to specific uses and for specific time-periods.
We control access to and use of our data, database, proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. We require our employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements and control and monitor access to our data, database, software, documentation, proprietary technology and other confidential information. Our policy is to require all employees and independent contractors to sign agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes and other intellectual property generated by them on our behalf and under which they agree to protect our confidential information. In addition, we generally enter into confidentiality agreements with our partners.
See the risk factors related to our intellectual property included in “Risk Factors — Risks Related to Our Business” for a more comprehensive description of risks related to our intellectual property.
Government Regulation
We are subject to various laws and regulations that affect our ability to operate in the sports betting and online casino industries, which are subject to extensive and evolving local laws and regulations that may change based on political, social and cultural norms.
The gaming industry is, generally, highly regulated, and, in jurisdictions where required in order to maintain licenses, we pay gaming taxes and other fees in order to continue our licensed operations. The licensing requirements generally concern the responsibility, financial stability, integrity and character of the applicant and relevant individuals and group affiliates, along with the integrity and security of the casino and sports betting product offerings. Violations of any laws or regulations in one jurisdiction could result in disciplinary action or other consequences in other jurisdictions.
While we believe that we are in compliance, in all material respects, with all applicable sports betting and casino laws, licenses and regulatory requirements, we are aware that other interpretations of such requirements exist and cannot ensure that our activities or the activities of our affiliates will not become the subject of any regulatory or law enforcement, investigative or other governmental action or proceeding or that any such proceeding or action would not have a material adverse impact on us or our business, financial condition or operations.
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In order to operate in certain jurisdictions (including U.S. states), we must obtain the appropriate licensure as required under local legislation. Generally, each relevant subsidiary and at times certain directors, officers, employees and material shareholders (typically those holding 5% or more of equity — but not limited to that threshold of holdings nor limited to solely holding equity), would be required to qualify as suitable for a license to be awarded. Suitability is highly discretionary, but is generally considered by gaming authorities by weighing (i) financial stability, integrity and responsibility; (ii) quality and security of the gaming platform, hardware and software; (iii) general history and background; and (iv) social responsibility. Most gambling authorities have the authority to weigh additional factors and require any documentation or information they deem necessary. The failure of our officers, directors and holders of our ordinary shares to submit to background checks and provide any requested disclosure could result in the imposition of penalties and could jeopardize the award of a contract to us or provide grounds for termination of an existing contract. Generally, any person or entity who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by a competent authority that such person or entity is required to do so may be found unsuitable or denied a license, as applicable. If any director, officer, employee or significant shareholder is found unsuitable (including due to the failure to submit required documentation) by a competent regulator or authority, we may deem it necessary, or be required, to sever our relationship with such person or entity.
Gaming and enforcement authorities typically have a broad scope of powers. They may deny an application for a license, condition, revoke or suspend any license issued by them, impose fines and at times, in serious cases, liaise with local prosecutors to pursue legal action, which may result in civil or criminal penalties. Aside from action against a company, gaming and enforcement authorities also have the power to hold accountable associated individuals (such as officers or directors), suspend or revoke a personal license, issue a fine directly against such an individual, disapprove changes to corporate positions and material shareholding, and even incarcerate individuals. Any individual who is required by a gambling authority to make disclosures, file application forms or otherwise provide information and who fails to do so, will generally be denied licensure or be found unsuitable. The license holder may also be subject to disciplinary action or adverse implications to the license due to this.
We currently benefit from licenses for our online sports betting and online casino products in various jurisdictions in Europe, Africa and the Americas, including, but not limited to, Belgium, France, Great Britain, Portugal, Alderney, Spain, Germany, Malta, South Africa, Zambia and the Mohawk Territory of Kahnawake. In addition, Our subsidiary DGC USA has secured market access in up to an initial 13 regulated or expected-to-be regulated states in the United States.
Our sports betting and casino licensure and operations requires us to comply with legal and regulatory requirements to which we are subject and which are constantly evolving. These regulatory requirements include (among others):
•Responsible gaming requirements, including proactive intervention with customers concerning potentially problematic gaming habits and providing tools and help for customers and monitoring customer activity,
•Verifying that our customers are of the required legal age,
•Verifying the identity of our customers,
•Ensuring that funds used by our customers are legitimately derived,
•Implementing geolocation blocking where required, and
•Data protection and privacy legislation and regulation.
In certain jurisdictions we are required to maintain specific local licenses in order to operate, although at times there can be a relative lack of a local regulatory framework with which to comply and/or a lack of clarity around a specific legal position and/or interpretation of local legislation. The latter, at times, may include a legal position, or interpretation, based on EU or supranational law.
Whilst in certain jurisdictions we are required to maintain specific local licenses in order to operate, there is, at times, a relative lack of a local regulatory framework with which to comply and/or a lack of clarity around a specific legal position and/or interpretation of local legislation. The latter, at times, may include a legal position, or interpretation, based on EU, or supranational law.
As gaming laws may be subject to alternate interpretations, including regarding their conformity with EU , supranational, or other, law, there is a risk that our advised interpretation would be contested by a government agency, or regulator, and our legal position ultimately rejected, which may result in administrative, civil or criminal penalties.
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Data Privacy Regulations and PCI DSS
Laws, regulations, rules and standards in many jurisdictions apply broadly to the collection, use, retention, security, disclosure, transfer and other processing of personal data and impose significant compliance obligations. The nature of these obligations often varies significantly by jurisdiction.
For example, in the EEA, the processing of personal data is principally governed by the provisions of the General Data Protection Regulation (“GDPR”). Furthermore, notwithstanding the United Kingdom’s withdrawal from the European Union, by operation of the so-called ‘UK GDPR’ (i.e., the GDPR as it continues to form part of the law of the United Kingdom by virtue of section 3 of the EU (Withdrawal) Act 2018 and as subsequently amended) (“UK GDPR”) the GDPR continues to apply in substantially equivalent form to processing operations carried out in the context of an establishment in the United Kingdom and any processing relating to the offering of goods or services to individuals in the United Kingdom and/or monitoring of their behavior in the United Kingdom. Therefore, reference to the GDPR herein, also refers to the UK GDPR in the context of the United Kingdom, unless the context requires otherwise. The GDPR applies to any processing operations carried out in the context of an establishment in the EEA as well as any processing operations relating to the offering of goods or services to individuals in the EEA and/or the monitoring of their behavior in the EEA. The GDPR imposes many onerous obligations, including stringent requirements relating to the consent of data subjects in certain circumstances, expanded disclosures about how personal data is used, requirements to respect enhanced data subject rights in certain circumstances, requirements to conduct privacy impact assessments for “high risk” processing, limitations on retention of personal data, mandatory data breach notification and “privacy by design” requirements. The GDPR also imposes strict rules on the transfer of personal data outside of the EEA or United Kingdom to countries that have not been judged to ensure an adequate level of protection for personal data, like the U.S. Such transfers of personal data require the use of a valid “transfer mechanism” and, in many cases, the implementation of supplementary technical, organizational and/or contractual measures. In addition, the GDPR provides that EEA member states may introduce specific requirements related to the processing of “special categories of personal data” as well as personal data related to criminal offenses or convictions. In the United Kingdom, the UK Data Protection Act 2018 complements the UK GDPR in this regard. This fact may lead to greater divergence on the law that applies to the processing of such personal data across the EEA and/or United Kingdom.
In the United States, the Federal Trade Commission and the Department of Commerce continue to call for greater regulation of the collection of personal data, as well as restrictions for certain targeted advertising practices. Numerous states have enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use and processing of state residents’ personal data. For example, the CCPA took effect in California on January 1, 2020 and established a new privacy framework for covered businesses requiring businesses to provide specific disclosures in privacy notices and honor requests of California residents to exercise certain privacy rights. The California Privacy Rights and Enforcement Act of 2020 expands the CCPA including by imposing additional data privacy compliance requirements and establishing a regulatory agency dedicated to implementing and enforcing those requirements. In addition, privacy- and security-related laws have been passed in other jurisdictions including New York, Virginia, Colorado, Connecticut, and Utah. These and obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflicting from jurisdiction to jurisdiction. Certain of these laws may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal, international or other state laws.
Given the breadth and depth of changes in relevant data protection obligations and regulatory frameworks, achieving and maintaining compliance with applicable data protection laws and regulations will require significant time, resources and expense, and we may be required to put in place new or additional mechanisms to ensure compliance with current, evolving and new data protection requirements. Actual or perceived failure to comply with relevant data protection obligations and regulatory frameworks could have a material adverse effect on our reputation, business, or financial condition, and could lead to a loss of actual or prospective customers, collaborators or partners, result in an inability to process personal data or to operate in certain jurisdictions, limit our ability to develop or commercialize current or prospective offerings or services, or require us to revise or restructure our operations.
Equally, there are a number of new or planned cybersecurity related regulations that will impact upon our data privacy controls and processes, including, but not limited to, the Executive Order on Improving the Nation's Cybersecurity in 2021 in the U.S., the EU Cybersecurity Act (2019) and the UK's Data Reform Act. We will continue to monitor developments in this area, to assess their impact on our business processes and technology platforms and to implement any changes required in order to meet any new requirements. This process may incur additional costs whereas failure to comply might result in loss of reputation or financial penalty from relevant regulatory authorities.
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The Payment Card Industry Data Security Standard (“PCI DSS”) applies to the processing of cardholder data. PCI DSS consists of a set of policies and procedures intended to enhance the security of cardholder data during card transactions. PCI DSS was implemented by the five largest credit card brands — Visa, Mastercard, Discover, American Express, and JCB. Where there is actual or perceived non-compliance with PCI DSS, this may result in our inability to process payments, monetary penalties and reputational damage. As part of PCI DSS compliance we are required to undertake internal and external network vulnerability scans at least quarterly and after any significant change in the network and to carry out a formal risk assessment process at least annually and upon significant changes to the environment that identifies critical assets, threats, and vulnerabilities. Where such scans reveal any lack of compliance, we take appropriate steps to ensure compliance in accordance with the relevant and applicable policies and procedures.
See the “Risk Factors” section of this Report for a more comprehensive description of risks related to data privacy requirements and PCI DSS.
Human Capital Resources
Through our subsidiaries, we currently manage approximately 3,900 staff with employees and contractors located in 19 countries. Of our employees 97% are permanently employed and the remainder are contractors.
We operate a performance-oriented culture that emphasizes personal growth and effective delivery of objectives within the context of corporate strategy and goals. Performance management processes avoid explicit key performance indicators (which management believes to be too easily gamed and generally ineffective for technology-focused activities) and focus instead on desired values and behaviors (an approach which management believes is much harder to game and more effective at reinforcing our corporate culture and effectiveness). Examples of how this approach is applied in practice include the assessment of individual staff members with reference to their effectiveness, commitment and level of initiative.
We maintain a steady pipeline of home-grown, customer-focused management talent by exposing the majority of new hires to customer-facing roles that provide a comprehensive introduction to the workings of many of our systems and how they meet the needs of the customer. It is not uncommon for senior management roles to be occupied by staff who have graduated from this environment and who thereby benefit from a broad understanding of the major areas of the business and how the needs of the customer impact each area.
Where specific skills or expertise are unavailable internally we will hire externally and typically seeks to offer compensation packages that compare well with other employment opportunities, including non-gambling technology companies.
We expend considerable effort ensuring that all staff understand our vision and culture and that all staff are held accountable for upholding our values. Regular staff engagement together with ongoing training programs and values-based performance feedback mechanisms seek to ensure that high standards are maintained. In particular, quality of customer service, data security and responsible gaming principles are emphasized regularly and repeatedly.
Human resources professionals are embedded throughout the business, operating in partnership with all levels of management to identify and surface potential performance problems faster than would otherwise be the case. Human resources professionals are expected to understand the commercial and operational details of the business as if they were employed directly in those areas and are thereby expected to assist managers with both their personal growth and the effectiveness and strategic development of their teams.
We believe that the above-mentioned are some of the reasons why we benefit from low staff turnover, including over 300 employees who have been employed with one or more of our subsidiaries for more than 10 years and 37 employees who have been employed with one or more of our subsidiaries for more than 20 years.
None of our employees is represented by a labor union. We have not experienced any work stoppages, and generally consider our relations with employees to be good.
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Facilities
Our primary facilities located in Guernsey, Malta, South Africa and the United Kingdom are used primarily for sports trading, management, technology, commercial/sales and marketing, finance, legal, and human resources teams. Worldwide we lease approximately 339,000 square feet of office space. On September 16, 2022, we entered into an agreement to lease alternate office space in London, United Kingdom, with approximately €70 million of commitments, which had not commenced as of December 31, 2022. The agreement has a lease term of 15 years beginning in April 2025, with planned leasehold improvements to be completed prior to the beginning of the lease period. We have not yet obtained access to the property and thus no material leasehold improvements have been completed.
We believe that our facilities are adequate to meet our needs for the immediate future and that we will be able to procure suitable additional space to accommodate any expansion of our operations as needed.
Legal Proceedings
In the ordinary course of business, we may be involved in various pending litigation relating to our operations. Save for the on-going customer litigation in Austria (see Item 3 Risk Factors, "Litigation and Regulatory Risk"), we are not currently involved in any material pending regulatory actions.
As regards pending litigation, we are currently involved in the following material legal proceedings.
Germany
On April 14, 2020, Bayton Limited initiated proceedings in the Administrative Court Darmstadt, Hessen against a prohibition order issued in February 2020 against its online sports betting operations in several German federal states (Baden-Wurttemberg, Bayern, Bremen, Mecklenburg-Western Pomerania, North-Rhine-Westphalia, Rhineland Palatinate, Saarland, Saxony, Saxony-Anhalt, Schleswig-Holstein, Thuringia and Hessen). The main claim proceedings are pending in the first instance, although Bayton Limited has applied to set the procedure dormant.
On May 27, 2020, Bayton Limited submitted an objection to the Berlin State Office for Residents’ and Regulatory Affairs regarding a prohibition order issued in April 2020 against its online sports betting operations in Berlin and Hamburg. No court proceedings have yet been initiated and the objection submitted to the Berlin State Office for Residents’ and Regulatory Affairs is pending.
On February 1, 2022, Betway Limited issued a claim against the State of Hesse in the Darmstadt Administrative Court, Germany seeking a declaration that it is not obliged to connect to the LUGAS central database. The claim has been issued on the basis that connection to the database would cause serious breaches of the relevant data protection law. This claim is pending.
On December 30, 2022, Betway Limited issued a claim against the State of Hesse in the Darmstadt Administrative Court, Germany, against several of the ancillary provisions of the sports betting license granted from December 23, 2022, in particular against the limitation of the license to 5 years instead of 7 years, the obligation that key personnel have to speak fluent German, the provision of real-time interface access to Betway's servers and certain advertising provisions. The claim is pending.
On January 20, 2023, a historical customer, Sascha Frick, filed a claim against Betway Limited in the District Court of Constance in Germany for legal aid to bring a claim for approximately €200,000, on the basis that gambling is illegal in Germany. On February 24, 2023 Betway Limited filed a response arguing against the granting of legal aid.
On February 27, 2023, a historical customer Markus Mathias Loukota, filed a claim against Betway Limited in the Traunstein Regional Court, Germany on the basis that gambling is illegal in Germany. The defence is due on April 25, 2023.
Czech Republic
On January 15, 2021, Bayton Limited initiated proceedings at the Czech Supreme Administrative Court against the fine issued against it by the Ministry of Finance of the Czech Republic for CZK 30 million, for allegedly offering products to Czech residents without a license, during a limited period in 2017. On October 21, 2019, Bayton Limited issued an administrative action at the Municipal Court Prague. On December 18, 2020, the Court dismissed the claim. The Supreme Administrative Court dismissed the appeal on April 8, 2022. On June 13, 2022, Bayton Limited filed an appeal with the Czech Constitutional Court, which is still pending.
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See Note 24, “Commitments and Contingencies” to our consolidated financial statements appearing elsewhere herein. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible losses can be made.
In the future, we may be subject to additional legal proceedings, the scope and severity of which is unknown and which could adversely affect our business. See “Risk Factors — Litigation and Regulatory Risks — We are party to pending litigation and regulatory and tax audits in various jurisdictions and with various plaintiffs and we may be subject to future litigation and regulatory and tax audits in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.” In addition, from time to time, others may assert claims against us and we may assert claims and legal proceedings against other parties, including in the form of letters and other forms of communication.
The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
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| C. | Organizational Structure | ||||
The following diagram depicts our organizational structure.
SUPER GROUP (SGHC) LIMITED
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Our subsidiaries are listed below:
| Name | Country of Incorporation and Place of Business | Nature of Business | Proportion of Ordinary Shares Held by the Company | ||||||||
| Administradora Betway Mexico | Mexico | Dormant | 100 | % | |||||||
| Akova Holdings Limited | Canada | Dormant | 100 | % | |||||||
| AlphaMedia Limited | Malta | Dormant - licensed with the MGA | 100 | % | |||||||
| Bayton (Alderney) Limited | Alderney | Dormant - licensed with the AGCC | 100 | % | |||||||
| Bayton Limited | Malta | Licensed with the MGA | 100 | % | |||||||
| Baytree (Alderney) Limited | Alderney | Dormant - licensed with the AGCC | 100 | % | |||||||
| Baytree Interactive Limited | Guernsey | Licensed with the KGC | 100 | % | |||||||
| Betbox Limited | Malta | Licensed with the MGA | 100 | % | |||||||
| Betway Alderney Limited | Alderney | Dormant - licensed with the AGCC | 100 | % | |||||||
| Betway Group Limited | Guernsey | Operational services | 100 | % | |||||||
| Betway Group Limited Sucursal Argentina | Argentina | Licensed | 100 | % | |||||||
| Betway KZ LLP | Kazakhstan | Dormant | 100 | % | |||||||
| Betway Limited | Malta | Licensed with the MGA | 100 | % | |||||||
| Betway Mexico S.A. DE C.V | Mexico | Licensed | 100 | % | |||||||
| Betway Spain SA | Ceuta | Licensed | 100 | % | |||||||
| BG Marketing Services Limited | United Kingdom | Operational back office services | 100 | % | |||||||
| Buffalo Partners Limited | Gibraltar | Affiliate marketing services | 100 | % | |||||||
| BW Services GmbH | Germany | Dormant | 100 | % | |||||||
| BWAY Aus Pty Limited | Australia | Dormant | 100 | % | |||||||
| Cadgroup Limited | Guernsey | Holding company | 100 | % | |||||||
| Cadtree Limited | Alderney | Licensed with the AGCC | 100 | % | |||||||
| Cadway Limited | Alderney | Licensed with the AGCC | 100 | % | |||||||
| City Views Limited | Guernsey | Operational and owns IP | 100 | % | |||||||
| Delman Holdings Limited | Canada | Dormant | 100 | % | |||||||
| Delta Bay Proprietary Limited | Botswana | Licensed - in progress | 100 | % | |||||||
| Diamond Bay Limited | Rwanda | Licensed | 85 | % | |||||||
| Digi2Pay Investments (Pty) Ltd | South Africa | Holding company | 100 | % | |||||||
| Digibay Limited | Nigeria | Licensed | 85 | % | |||||||
| Digimedia (Alderney) Limited | Alderney | Dormant - licensed with the AGCC | 100 | % | |||||||
| Digimedia Limited | Malta | Licensed with the MGA | 100 | % | |||||||
| DigiProc Consolidated Limited | Guernsey | Holding company | 100 | % | |||||||
| Digiprocessing (IOM) Limited | Isle of Man | Back office services | 100 | % | |||||||
| Digiprocessing (Mauritius) Limited | Mauritius | Back office services | 100 | % | |||||||
| Digiprocessing (Pty) Ltd | South Africa | Back office service | 100 | % | |||||||
| Digiprocessing Consolidated Limited | Guernsey | Holding company | 100 | % | |||||||
| Digiprocessing Limited | Gibraltar | Processing services | 100 | % | |||||||
| Digital Outsource International Limited | United Kingdom | Back office services | 100 | % | |||||||
| Digital Outsource Services (Pty) Ltd | South Africa | Operational back office services | 100 | % | |||||||
| Diversity Tech Investments (Pty) Ltd | South Africa | Holding company | 100 | % | |||||||
| DOS Digital Outsource Services Unipessoal LDA | Portugal | Back office services | 100 | % | |||||||
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| Name | Country of Incorporation and Place of Business | Nature of Business | Proportion of Ordinary Shares Held by the Company | ||||||||
| Eastern Dawn Sports (Pty) Ltd | South Africa | Gaming Operator - not yet operational | 100 | % | |||||||
| Emerald Bay Limited | Zambia | Licensed | 99.9 | % | |||||||
| Fengari Holdings Limited | Guernsey | Holding company | 100 | % | |||||||
| Funplay Limited | Malta | Media services | 100 | % | |||||||
| Gazelle Management Holdings Limited | Guernsey | Holding company | 100 | % | |||||||
| GM Gaming (Alderney) Limited | Alderney | Dormant - licensed with the AGCC | 100 | % | |||||||
| GM Gaming Columbia S.A.S. | Columbia | Dormant | 100 | % | |||||||
| GM Gaming Limited | Malta | Licensed with the MGA | 100 | % | |||||||
| GM Gaming Limited France SAS | France | Licensed with the MGA | 100 | % | |||||||
| GMBS Limited | Malta | Licensed with the MGA | 100 | % | |||||||
| Golden Bay Limited | Malawi | Licensed | 100 | % | |||||||
| Haber Investments Limited | Guernsey | Holding company | 100 | % | |||||||
| Headsquare (Pty) Ltd | South Africa | Headquarter company | 100 | % | |||||||
| Hennburn Holdings Limited | Canada | Dormant | 100 | % | |||||||
| Huron Inc. | Canada | Processing services | 100 | % | |||||||
| IPCO Tree Inc. | Canada | IP | 100 | % | |||||||
| IPCO Way Inc. | Canada | IP | 100 | % | |||||||
| JALC «Bel-Vladbruvals» | Belarus | Dormant | 100 | % | |||||||
| Jogos Socios e Entretenimento S.A. | Mozambique | Licensed | 88 | % | |||||||
| Jumpman Gaming Limited | Alderney | Licensed with the AGCC | 70 | % | |||||||
| Jumpman Gaming Spain Plc | Malta | Dormant - licensed with the MGA | 70 | % | |||||||
| Kavachi Holdings Limited | Guernsey | Holding company | 100 | % | |||||||
| Marler Holdings Limited | Guernsey | Holding company | 100 | % | |||||||
| Marzen Limited | United Kingdom | Holding company | 100 | % | |||||||
| Media Bay Limited | Tanzania | Licensed | 85 | % | |||||||
| Merryvale Limited | Guernsey | IP | 100 | % | |||||||
| Osiris Trading (Pty) Ltd | South Africa | Back office services | 100 | % | |||||||
| Partner Media Limited | Gibraltar | Marketing services | 100 | % | |||||||
| Pindus Holdings Limited | Guernsey | Holding company | 100 | % | |||||||
| Raging River Trading (Pty) Ltd | South Africa | Licensed (WCGB) / software development | 100 | % | |||||||
| Raichu Investments (Pty) Ltd | South Africa | Holding company | 100 | % | |||||||
| Red Interactive Limited | United Kingdom | Marketing agency | 100 | % | |||||||
| Rosebay Limited | Cameroon | Licensed | 100 | % | |||||||
| Seabrook Limited | Gibraltar | Dormant processing entity | 100 | % | |||||||
| Selborne Limited | Gibraltar | Dormant processing entity | 100 | % | |||||||
| Sevenvale Limited | Guernsey | Dormant | 100 | % | |||||||
| SG Media Limited (formerly Pelion Holdings Limited) | Guernsey | Holding company | 100 | % | |||||||
| SG Ventures Limited (formerly Lanester Investments Limited) | Guernsey | Operational | 100 | % | |||||||
| SGHC Limited | Guernsey | Head office company | 100 | % | |||||||
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| Name | Country of Incorporation and Place of Business | Nature of Business | Proportion of Ordinary Shares Held by the Company | ||||||||
| SGHC SA (Pty) Ltd | South Africa | Head office company | 100 | % | |||||||
| SGHC UK Limited | United Kingdom | Head office company | 100 | % | |||||||
| SGHC USA Inc. | USA | Head office company | 100 | % | |||||||
| Smart Business Solutions SA | Paraguay | Gaming Operator | 100 | % | |||||||
| Spin Advisory Services (Pty) Ltd | Australia | Back office services | 100 | % | |||||||
| Sports Betting Group Ghana Limited | Ghana | Licensed | 99 | % | |||||||
| Sports Entertainment Acquistion Corporation Inc. | USA | Dormant | 100 | % | |||||||
| Stanworth Development Limited | Guernsey | IP | 100 | % | |||||||
| Sucursal EM Portugal | Portugal | Licensed | 100 | % | |||||||
| Tailby Limited | Guernsey | IP | 100 | % | |||||||
| The Rangers Limited | Uganda | Dormant | 93 | % | |||||||
| The Six Gaming Ltd | Alderney | Gaming operator | 70 | % | |||||||
| The Spike | Canada | Dormant | 100 | % | |||||||
| Topcroyde Limited | Cypress | Dormant | 100 | % | |||||||
| Verno Holdings Limited | Guernsey | Holding company | 100 | % | |||||||
| Webhost Limited | Guernsey | Operational procurement company | 100 | % | |||||||
| Win Technologies (UK) Limited | United Kingdom | Operational back office services | 100 | % | |||||||
| Wingate Trade (Pty) Ltd | South Africa | Operational - licensed reseller | 100 | % | |||||||
| WinTechnologies Spain Operations, Sociedad Limitada | Spain | Operational back office services | 100 | % | |||||||
| Yakira Limited | Guernsey | Holding company | 100 | % | |||||||
| Zuzka Limited | British Virgin Islands | Funding entity | 100 | % | |||||||
| D. | Property, Plant and Equipment | ||||
Our principal executive office is located in Bordeaux Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR. Our primary facilities located in Guernsey, Malta, South Africa and the United Kingdom are used primarily for sports trading, management, technology, commercial/sales and marketing, finance, legal, and human resources teams. Worldwide we lease approximately 339,000 square feet of office space. None of these individual leases are considered to be material.
We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space can be procured to accommodate any expansion of our operations as needed.
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| ITEM 4A. | UNRESOLVED STAFF COMMENTS | ||||
Not applicable.
| ITEM 5. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING AND FINANCIAL REVIEW AND PROSPECTS | ||||
For purposes of this Item 5, “we,” “our,” “us”, "Super Group" and "SGHC" and the “Company” refer to Super Group (SGHC) Limited and its subsidiaries collectively. The Company conducts its business primarily through its operating subsidiary SGHC Limited.
The following discussion includes information that our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition.
The following discussion includes information that Super Group’s management believes is relevant to an assessment and understanding of Super Group’s consolidated results of operations and financial condition. Following the consummation of the Business Combination, Super Group and its wholly-owned subsidiaries became wholly-owned subsidiaries of the Company, and Super Group comprises the operations of the Company. References to Super Group or SGHC in the following discussion shall be synonymous with references to the Company following the Business Combination.
The discussion should be read together with our historical annual consolidated financial statements, as of December 31, 2022 and as of December 31, 2021 and for each of the three years in the period ended December 31, 2022, and the related notes thereto, included elsewhere in this Report.
This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Report.
Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.
Overview
We are a leading global online sports betting and gaming operator with a mission to responsibly provide first-class entertainment to the worldwide online betting and gaming community. Our strategy for achieving this goal is built around three key pillars:
1.Expanding our global footprint into as many regulated markets as possible in order to engage with as many customers as we can possibly reach;
2.Increasing awareness of our brands through strategic partnerships and coordinated sponsorship and marketing campaigns; and
3.Utilizing enhanced proprietary data to optimize the confluence of ethical corporate culture, responsible gaming values, value-for-money product offerings and customer-centric service delivery.
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Our predecessor holding company, SGHC Limited, was incorporated in July 2020. On October 7, 2020, it became the ultimate holding company for a group of companies through a subsequent restructure of entities with common ownership. Super Group (SGHC) Limited, the parent company of SGHC Limited, was incorporated on March 29, 2021. The first entity to form part of the restructure was Pindus Holdings Limited (“Pindus”) and its subsidiaries. Pindus was incorporated on May 16, 2018, and subsequently acquired Kavachi Holdings Limited, the latter being the legal entity that houses the business known as Betway.
Fengari Holdings Limited (“Fengari”) was incorporated on July 26, 2019. On July 31, 2019, Fengari acquired City Views Limited (parent of the trading companies within that group) for a cash consideration, from which point Fengari was incorporated under SGHC. On October 7, 2020, Fengari became a subsidiary of Super Group as part of the reorganization.
SG Media Limited (formerly Pelion Holdings Limited) ("SG Media") was incorporated as a holding company on April 1, 2020, and on May 4, 2020, SG Media acquired SG Ventures Limited (formerly Lanester Investments Limited). SG Media was consequently incorporated under SGHC Limited on October 7, 2020. Fengari and SG Media and their subsidiaries are also collectively referred to as Spin.
On September 30, 2020, Pindus purchased 100% of the issued share capital of Yakira Limited (“Yakira”) and Gazelle Management Holdings Limited (“Gazelle”). Yakira and Gazelle and their subsidiaries are entities to which the Betway brand has been licensed for trading in a number of jurisdictions.
Following the conclusion of the reorganization and transactions stated above, our business now includes Pindus, Yakira, Gazelle and Raging River Trading Proprietary Limited (“Raging River”) (collectively analogous with / known as Betway) and Fengari and SG Media (collectively analogous with / known as Spin).
On January 27, 2022, we entered into a Business Combination Agreement with Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), SGHC Merger Sub, Inc., and Sports Entertainment Acquisition Holdings LLC (the “Business Combination”). This is discussed further in note 17 to our Consolidated Financial Statements included elsewhere in this Annual Report.
As of the date of this Report, our subsidiaries are licensed in 24 jurisdictions (not including DGC USA’s market access deals in the United States) and collectively we manage approximately 3,900 employees. During 2022, on average, over 2.8 million customers per month have yielded $2.6 billion in wagers per month. During 2022, total wagers amounted to $30.8 billion Our business generated $1.3 billion in net gaming revenue for the year ended December 31, 2022 in different geographic regions, including the Americas, Europe, Africa and Middle East and the rest of world, such regions accounting for approximately 45%, 12%, 21% and 22%, respectively, of our total revenue in 2022.
What We Do
Our global online sports betting and casino gaming services are delivered to customers by way of two primary product offerings:
•Betway, a single-brand premier online sports betting offering, and
•Spin, a multi-brand online casino offering.
Betway is our single-brand online sports betting offering with a global footprint derived from licenses to operate throughout Europe, the Americas and Africa. The brand is sports-led but also offers casino games. Betway seeks to continue to grow brand awareness, including through an expanding portfolio of partnerships and collaborations with sports teams and leagues worldwide. Betway has more than 60 such arrangements and is actively negotiating for further expansion.
Spin is our multi-brand online casino offering. Spin’s diverse portfolio of more than 16 casino brands is designed to be culturally relevant across the globe while aiming to offer a wide range of casino products. Spin is casino-led but some of its brands also offer sports betting products. Spin seeks to achieve growth through a broad range of targeted marketing channels in which we believe an expansive brand portfolio will be a significant asset.
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As part of our efforts to further expand our global footprint, in January 2023, we acquired Digital Gaming Corporation Limited (“DGC”), which is the parent of Digital Gaming Corporation USA (“DGC USA”), which holds the exclusive license to use the Betway brand in the United States. DGC USA has already secured market access to an initial 13 regulated or expected-to-be regulated states in the United States and its acquisition should enable us to penetrate and leverage our capabilities in these new markets. The Betway brand, operated by DGC USA, is live in Arizona, New Jersey, Pennsylvania, Indiana, Iowa, Colorado, Ohio, and Virginia. We expect the Betway brand to go live in Louisiana during the second quarter of 2023 pending regulatory approval. For the remaining four states, Kansas, Massachusetts, Mississippi and Missouri, as a result of a combination of timing around the introduction of regulations and/or receipt of required licenses and approvals, there is currently no specific timeline for go-live. An agreement is also in place for the provision of an additional casino brand in Pennsylvania.
Following Betway’s global expansion, we have in certain circumstances, licensed the brand to third parties in certain jurisdictions where licensees are in a better position to capture market opportunity while taking advantage of the global brand, in consideration for a license fee.
Business Combination and Reorganization
On April 23, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Sports Entertainment Acquisition Corp., a Delaware corporation (“SEAC”), SGHC Merger Sub, Inc., and Sports Entertainment Acquisition Holdings LLC (the “Business Combination”). Pursuant to the Business Combination Agreement, subject to the terms and conditions therein, prior to the closing of the Business Combination (the “Closing”), SGHC Limited underwent a pre-closing reorganization (the “Reorganization”) wherein all existing shares of SGHC Limited were exchanged for newly issued ordinary shares of Super Group (SGHC) Limited. SGHC Limited was deemed the accounting predecessor and Super Group (SGHC) Limited has become the successor registrant with the SEC, meaning that SGHC Limited’s financial statements for periods preceding the Business Combination are now disclosed in our periodic reports filed with the SEC following the consummation of the Business Combination on January 27, 2022.
Warrant Exchange and Consent Solicitation
Pursuant to the Business Combination Agreement, a total of 22,499,986 public and 11,000,000 private warrants were issued by Super Group as part of consideration. Each warrant entitled the holder to purchase one Super Group ordinary share at a price of $11.50 per share, subject to certain adjustments. Furthermore, Pre‐Closing Holders were granted a contingent right to receive up to 50,969,088 earnout shares subject to attainment of certain stock price hurdles over a five‐year period from the Closing Date.
On December 14, 2022, we closed an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to our outstanding (i) public warrants to purchase ordinary shares, no par value, and (ii) private placement warrants to purchase ordinary shares (the “private placement warrants” and, together with the public warrants, the “warrants”). The Consent Solicitation solicited consents from holders of the warrants to amend the warrant agreement that governed the warrants (such amendment, the “Warrant Amendment”). We issued 5,595,748 ordinary shares in exchange for the public warrants tendered in the Offer. We also exercised our rights, in accordance with the terms of the Warrant Amendment, to (i) to exchange all remaining untendered public warrants for ordinary shares at a ratio of 0.225 ordinary shares per public warrant and (ii) to cancel any remaining private placement warrants for no consideration, following which no public or private warrants remained outstanding (such exchange and cancellation together, the “Post-Offer Exchange”). The last day of trading for the warrants was December 23, 2022.
Following completion of the Offer and Consent Solicitation on December 14, 2022, there were approximately 495,529,610 ordinary shares outstanding (an increase of approximately 1.09% from prior to the tendered exchange of warrants) and following completion of the Post-Offer Exchange there were approximately 495,793,217 ordinary shares outstanding (an increase of approximately 1.14% from prior to the exchange (tendered or untendered) of the warrants).
Under the terms of the Business Combination Agreement, certain shareholders of Super Group (SGHC) Limited (the “Pre-Closing Holders,” as defined in the Business Combination Agreement) had contingent rights to receive up to 50,969,088 ordinary shares (the “Earnout Shares”), subject to our attainment of certain share prices over a five-year period from the closing date of the Business Combination. Conditional upon the completion of the Offer and Consent Solicitation, the Pre-Closing Holders waived their respective rights to receive any Earnout Shares arising from the earnout obligation under the Business Combination Agreement. Upon the completion of the Offer and Consent Solicitation, no further ordinary shares are issuable under the Business Combination Agreement.
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Impact of COVID-19
Actions taken around the world to help mitigate the spread of COVID-19 included restrictions on travel, cancellation of sporting events, quarantines in certain areas and forced closures for certain types of public places and businesses. COVID-19 and actions taken to mitigate its spread have had an adverse impact on the economies and financial markets of many countries, including the geographical areas in which we operate. These actions have also had a significant impact on our business, our suppliers and our customers. The direct impact on our business, beyond disruptions in normal business operations, was driven by the suspension, postponement and cancellation of major sports seasons and events. While sporting events have since resumed, there can be no assurance that these seasons and events will not be further impacted again due to a resurgence of COVID-19 cases. The ultimate impact of COVID-19 on our financial performance will depend on the extent of any further disruptions exist. Conversely, lockdowns, stay-at-home or shelter-in-place orders for the general populace in many jurisdictions accelerated the shift to online commerce, which management believes has benefited our business in some areas. The extent to which the removal of such restrictions will have lasting effects on our business is not yet known and may take some time to become clear, particularly if subsequent waves of the pandemic lead to the reinstatement of similar restrictions in the future.
Based on current trends, we do not expect there to be a long-term negative financial impact from the COVID-19 pandemic. After an initial sharply negative impact (in online sports betting in particular, where the wholesale cancellation of sporting events led to a significant reduction of wagering during the first half of 2020), our business recovered and has reverted to levels of growth not significantly different from that which management was expecting prior to the onset of the pandemic. Other than in jurisdictions where COVID-19-related restrictions were imposed on online gaming (such as the UK), our online casino business was not negatively impacted. However, the inherent unpredictability of the pandemic and how governments will respond to it mean that management cannot be certain as to whether or not these trends will persist and hence what the long-term effects of the pandemic will be. See the section titled “Risk Factors — Risks Related to Our Business — If there is another outbreak of COVID-19 or a similar pandemic, it could lead to future reductions in the quantity of global sporting events, closures or restrictions on business operations of our suppliers, partners and sports organizations or a decrease in consumer spending. While restrictions that led to increased activity in online casino gaming during the COVID-19 pandemic have since been loosened or removed, we cannot be certain of a full return to pre-pandemic levels in online gaming activities.”
Comparability of Financial Information
Owing to the effects of the Reorganization and previous restructures, our results of operations and financial position may not be comparable to historical results. Furthermore, our historical financial statements presented in this Report include the impacts of business acquisitions.
Fengari was deemed to have been acquired on July 26, 2019. Fengari acquired City Views on July 31, 2019. SG Media was deemed to have been acquired on April 1, 2020. SG Media acquired SG Ventures (formally Lanester) on May 4, 2020. Yakira and Gazelle were both acquired by Pindus on September 30, 2020. SGHC Limited was formed on July 6, 2020.
During 2021, SGHC Limited acquired additional businesses, which include mostly back-office and marketing services companies including Webhost Limited (“Webhost”), Partner Media Limited (“Partner Media”), and Buffalo Partners Limited (“Buffalo Partners”) were acquired on April 9, 2021, DigiProc Consolidated Limited (“DigiProc”) was acquired on April 14, 2021, Raichu Investments Proprietary Limited (“Raichu”) was acquired on April 19, 2021.
Raging River was deemed to have been acquired by SGHC SA Proprietary Limited on January 11, 2021.
On September 2, 2021, we purchased 100% of the outstanding shares of Smart Business Solutions S.A., a company in the process of applying for a gaming license.
On October 14, 2021 we purchased 100% of the outstanding shares of 11908120 Canada Inc. (doing business as TheSpike.gg), a company that provides marketing services.
On December 1, 2021, we purchased 100% of the outstanding shares in Haber Investments Limited (‘Haber’), a company that provides back-office services which supports the operating entities within the Group and Red Interactive Limited (‘Red Interactive’), a company providing marketing services. The acquisitions were accounted for as business combinations under IFRS 3.
On September 1, 2022, we purchased 100% of the outstanding shares in Verno Holdings Limited, the holding company which holds 70% of Jumpman Gaming Limited.
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In January, 2023, we completed the acquisition of Digital Gaming Corporation Limited (“DGC”), an online sports betting and iGaming company with market access in up to thirteen U.S. states, eight of which are live today.
Accordingly, when considering the financial information that follows, the reader should bear in mind, particularly when comparing our performance in the year ended December 31, 2021 with the performance in the year ended December 31, 2020, that some of the acquired entities and their subsidiaries are included only for varying parts of the year ended December 31, 2020 but for the full year ended December 31, 2021, notwithstanding that all entities were acquired as going concerns housing underlying businesses that had all been trading for several years prior to acquisition. The reader should also consider that during the year ending December 31, 2021, SGHC Limited made several other acquisitions primarily for the provision of back office and marketing services, and as such the revenues generated within these entities are eliminated on consolidation, with the exception of Raging River gaming operations. See “— Key Components of Revenue and Expenses” later in this section.
Acquisition of Fengari
On October 7, 2020, SGHC entered into an agreement with the shareholders of Fengari, pursuant to which it acquired the entire issued share capital of Fengari, in consideration for the issue to the shareholders of Fengari of an aggregate of 13,638,493 ordinary shares of no par value each in SGHC, on the basis of one ordinary share for each share of Fengari sold. Immediately prior to the acquisition of Fengari by SGHC, the shareholders of Fengari were the same as the then shareholders of SGHC and held their shares in Fengari in the same proportions as they held their shares in SGHC. Accordingly, the shareholders of SGHC and their respective percentage ownership of SGHC were unchanged by the acquisition. The purpose of this transaction was to consolidate Fengari and its subsidiaries into the SGHC Group while retaining the ultimate beneficial ownership position of Fengari.
From March 12, 2020, the ownership structure and holdings percentages of Fengari were identical to those which were acquired by the Company on October 7, 2020. Prior to this, all shareholders were present in the ownership structure. This ownership structure was in place from the time of Fengari’s incorporation on July 26, 2019. Based on this high degree of commonality of ownership with the Company from incorporation and the acquisition of City Views by Fengari on July 31, 2019, management concluded that Fengari should be included in the SGHC financial statements from August 1, 2019, inclusive of that date.
Acquisition of SG Media Limited (formerly Pelion Holdings Limited)
On October 7, 2020, SGHC Limited entered into an agreement with the shareholders of SG Media, pursuant to which it acquired the entire issued share capital of SG Media in consideration for the issue to the shareholders of SG Media of an aggregate of 13,638,493 ordinary shares. The purpose of this transaction was to consolidate SG Media and its subsidiaries into SGHC Limited while retaining the ultimate beneficial ownership position of SG Media.
SG Media was incorporated as a holding company on April 1, 2020, and shortly thereafter, on May 4, 2020, acquired SG Ventures. At the time of incorporation of SG Media on April 1, 2020, the ownership structure and holdings percentages of SG Media were identical to those which were acquired by SGHC Limited on October 7, 2020. We believe that the combination including SG Media should be deemed to have occurred on April 1, 2020, with acquisition by the Company of SG Ventures on May 4, 2020 accounted for as a business combination on that date.
Acquisition of Raging River
On January 11, 2021, Pindus, a subsidiary of SGHC Limited, entered into an option agreement with the shareholders of Raging River, pursuant to which it acquired the entire issued share capital of Raging River for a cash consideration. The option period was for the period commencing on the date of the Agreement (January 11, 2021) and ending on December 31, 2025. Pindus exercised the option on April 8, 2021. Pindus nominated SGHC SA under option to purchase 100% of share capital in Raging River. On January 11, 2021, pursuant to the share transfer SGHC SA gained control of Raging River.
Acquisition of Verno
On September 1, 2022, SGHC Limited purchased 100% of the outstanding shares in Verno Holdings Limited, the holding company which holds 70% of Jumpman Gaming Limited.
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Acquisition of DGC
In January, 2023, SGHC Limited acquired the entire issued share capital of DGC and its subsidiaries for cash consideration.
In April 2021, SGHC Limited has entered into an option agreement for a third party, Mahi Gaming LLC to purchase the business to business assets of DGC subject to all required gaming approvals in the U.S. first being obtained in respect of the asset transfer. It is not currently anticipated that the required regulatory gaming approvals will be obtained earlier than the end of 2023.
Other acquisitions
On April 9, 2021, SGHC Limited entered into an agreement to acquire Webhost, a company providing procurement services to us; City Views, a subsidiary of SGHC Limited, also entered into agreements to acquire Partner Media and Buffalo Partners, both companies providing marketing services to us. On April 14, 2021 and April 19, 2021 SGHC Limited entered into agreements to acquire DigiProc and Raichu respectively, with both entities providing back-office administrative services to us. On December 1, 2021, SGHC Limited entered into an agreement to acquire both Haber Investments Limited for the provision of back-office services and Red Interactive Limited for the provision of marketing services to us. These agreements were for cash considerations.
Key Factors Affecting Operating Results
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors — Risks Related to Our Business.” Our financial position and results of operations depend to a significant extent on the following factors:
Ability to Acquire, Retain and Monetize Customers
Our ability to effectively market our offerings is critical to operational success. We undertake a variety of marketing initiatives, including traditional marketing channels (such as television, print and radio), digital marketing (such as online display advertising, search engine marketing, social media and “affiliates” marketing, the latter being an industry term describing independent third-party marketing agencies that are not affiliated with us) and retention marketing (including via email, text messages and social media). Traditional marketing channels are by their nature difficult to measure. Digital marketing is typically more measurable but somewhat more complex to undertake. Retention marketing is subject to customer consent, which is not always granted or may be revoked. In all cases it is therefore difficult to extrapolate our past performance into the future and/or into new markets where we have not previously marketed our products and offerings.
In all of our marketing channels, we make widespread use of incentives, also called bonuses or comps, which are accounted for as a deduction in the calculation of revenues. We attempt to evaluate our customers individually and in real-time using a wide range of data points and with reference to proprietary models of customer behavior and profitability. Customer behavior and competitive forces are constantly evolving, and it is therefore difficult to extrapolate our past performance into the future and/or into new markets where we have not previously marketed our products and offerings.
Our ability to execute on our marketing plans are subject to regulatory constraints in each market, and it is not unusual for marketing-related regulations to change from time to time. We therefore cannot be certain that historic marketing channels will be available to us in the future and/or whether we will be allowed to utilize the same incentivization mechanisms in the future.
While we are continuing to assess the efficiency of our marketing activities, our knowledge obtained over our operating history and the relative novelty of the online casino and sports wagering industries in certain markets or geographic regions make it difficult for us to predict when we will achieve our longer-term profitability objectives.
Industry Trends and Competitive Landscape
We operate within the global entertainment, betting and gaming industries, which comprise diverse products and offerings that compete for consumers’ time and disposable income. As we prepare to enter new jurisdictions, we expect to face significant competition from other established industry players, some of which may have access to more resources and/or may have more experience in online casino and sports wagering in these jurisdictions. In existing jurisdictions, we also expect to face significant competition from existing competitors and new entrants, while in both new and existing jurisdictions ancillary product categories such as daily fantasy sports, casual games and financial services (where products are evolving over time to include “gamification” features that often closely resemble gambling) will also increase competitive pressure.
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Legalization, Regulation and Taxation
Our growth depends on expanding our activities in existing markets, as well as on successfully entering new markets and new geographies around the world. Management believes that incremental legalization and regulation of online casino and sports wagering, derived from governments’ desire to protect consumers and increase tax revenues, will create global opportunities for us to expand into newly regulated markets worldwide. For example, in the United States online sports wagering’s prospects were made possible after the United States Supreme Court struck down PASPA in May 2018 as unconstitutional, which had the effect of lifting federal restrictions on sports betting and thereby allowing states to determine the legality of such commercial activities. As another example, the Canadian Parliament recently passed legislation allowing provinces to regulate single-game wagering within each province. Our strategy is to monitor closely changes in regulations that enable expansion of existing markets or entry into new markets and seize such opportunities in a financially prudent manner. The rate at which existing and new jurisdictions undergo regulatory changes, and online casinos and sports wagering markets expand (in the case of existing markets) or become legal (in the case of new markets), will impact the prospects and pace of our growth as we continue to expand our global footprint.
The process of securing the necessary licenses or partnerships to operate in a new jurisdiction may take longer than we anticipate. In addition, legislative or regulatory changes or restrictions and gaming taxes may make it less attractive or more difficult for us to do business in a particular jurisdiction and may impact our profitability in both positive and negative ways that make the overall net effect hard to predict. In the past, when countries have introduced regulatory frameworks, our financial results have been impacted by, among other things, increased taxation and compliance costs, offset by improvements in other costs of doing business such as payment processing and product costs. In some cases, the introduction of a restrictive regulatory regime has resulted in a decrease in the size of the market, whereas in others a liberal regulatory regime has led to an increase in the size of the market. Further, certain jurisdictions require us to have a relationship with a land-based casino for online sports and casino wagering access, which tends to increase our costs of revenue. Countries and/or states that have established state-run monopolies may limit opportunities for private operators.
Some countries and states impose taxes on online casino and sports wagering, which may vary substantially among jurisdictions. Subsequent to our acquisition of DGC, in the United States, we are subject to a federal excise tax of 0.25% on the amount of each sports wager placed. Some jurisdictions impose constraints on the amounts of money that customers are allowed to deposit and/or lose (“loss limits”), sometimes in absolute terms without reference to the means of individual customers. Some jurisdictions impose constraints on the nature and extent of the marketing that may be undertaken in relation to our products. Management believes that the jurisdictions that will create the most compelling levels of profitability are jurisdictions with both online casino and sports wagering at favorable tax rates, with customer loss limits at levels that relate responsibly to what customers can afford to gamble with, and with marketing regulations that enable us to engage meaningfully with customers. Conversely, management expects that a minority of jurisdictions will set tax rates at unprofitable levels, set customer loss limits at arbitrarily low levels and/or impose onerous constraints on marketing, in which case we might not be able to profitably trade in those jurisdictions.
Managing Wagering Risk
The online casino gaming and online sports wagering businesses are characterized by an element of chance. Accordingly, we employ theoretical win rates and probability distributions to estimate what a certain type of online casino wager or online sports wager, on average, will win or lose in the long run. Revenue is impacted by variations in the hold percentage (the ratio of Net Revenue over Accepted Purchases) with respect to the online casino and online sports wagering that we offer to our customers. We use the hold percentage as an indicator of an online casino game’s or online sports wager’s performance against its expected outcome. Although each online casino wager or online sports wager generally performs within a defined statistical range of outcomes in the long run, actual outcomes may vary for any given period, particularly in the short term.
In the short term, for online casino wagering and online sports wagering, the element of chance may affect win rates (hold percentages); these win rates, particularly for online sports wagering, may also be affected in the short term by factors that are largely beyond our control, such as unanticipated event outcomes, a customer’s skill, experience and behavior, the mix of games played or wagers placed, the financial resources of customers, the volume of wagers placed and the amount of time spent gambling. Factors that are nominally within our control, such as the level of incentives or bonuses or comps given to customers, might not, for various reasons both within and beyond our control, be well-controlled and hence in turn might impact win rates. For online casino games, it is possible that a random number generator outcome or game will malfunction or is otherwise misprogrammed to pay out wins in excess of the game’s mathematical design and award errant prizes. For online sports wagering, it is possible that our platform erroneously posts odds or is otherwise misprogrammed to pay out odds that are highly favorable to bettors, and bettors place wagers before the odds are corrected. Additionally, odds compilers and risk managers are capable of human error, so even if our wagering products are subject to a capped payout, significant volatility can occur. Similarly, inadvertently over-incentivizing customers can convert a sports wager or
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casino game that would otherwise have been expected to be profitable for us into one with a positive expectation for the player.
A further factor, particularly of relevance to some areas of our sports betting business, concerns the volatility inherent in certain types of wagers, particularly parlay or accumulator wagers, which are single wagers that link together two or more individual wagers and are dependent on all of those wagers winning together. It is not unusual for a large number of customers to back similar outcomes, and if a high proportion of those outcomes transpire then it is possible that in aggregate these customers will win large sums of money. This is an expected and normal feature of the business that we have in the past experienced and expect to do so again in the future.
As a result of the variability in these factors, the actual win rates on our online casino games and online sports wagers may differ from the theoretical win rates it has estimated and could result in the winnings of its online casino games or sports betting customers exceeding those anticipated. The variability of win rates (hold percentages) also has the potential to adversely affect our business, financial condition, results of operations, prospects and cash flows. See “Risk Factors — Risks Related to Our Business — Our business depends on the success, including win or hold rates, of existing and future online betting and gaming products, which rely on a variety of factors and are not completely controlled by us.”
Technology and Products
Management believes that pragmatic and commercial product selection for purposes of speed-to-market and product-market fit is a key driver of the success of the business. We therefore evaluate each new market independently in order to determine whether the interests of the business would be best served by deploying our proprietary sports betting product or the original flagship bespoke-developed product or alternate third-party product. Such decisions are also influenced by numerous other factors, such as regulatory constraints and the amount of product customization required to meet such constraints, and the maturity of the market under consideration. Similar considerations are applied in the decision as to which casino games of the available products would be best suited for any particular new market.
Management believes that some of our growth has been achieved due to this approach but cannot be certain that this will be replicated in future. While we have derived significant experience from the diverse requirements of the 24 jurisdictions in which we already hold licenses, there can be no certainty that such experience will be of any assistance in further new markets, or that we will be able to achieve suitable product-market fit in future new markets, either by way of customizing existing product or sourcing additional new products.
Regardless of the product or products selected, we will always seek to overlay our proprietary technology with the intention of achieving competitive advantage. This is particularly true in the area of data and analytics, where our goal is to be able to evaluate all of our customers in granular detail in real-time so that we can in turn interact, intervene, incentivize and encourage (or discourage, as the case may be) behaviors that are both responsible for the customer and profitable for us.
Management believes that a meaningful part of our growth can be attributed to competitive advantage achieved in this way, but by the nature of such things cannot quantify this belief in any meaningful way and therefore cannot be certain that any such competitive advantage (if it exists) will persist into the future or be replicable in new markets or that competitors will not develop competing technologies (to the extent that they haven’t already done so) in order to substantially erode any such advantage that we might currently enjoy.
Seasonality
Our sport-focused Betway offerings trade in many major markets in both hemispheres and hence benefit from the year-round sporting calendar. Different sporting leagues and events are relatively more or less important in different markets and hence the business benefits from a natural degree of diversification. Sporting events of all sorts take place every day around the world in multiple time zones and, particularly with the advent of virtual sports and eSports, events are available for wagering 24/7/365.
Sports betting is however subject to seasonal fluctuations that may impact revenues and cash flows. Most major sporting leagues and events do not operate year-round and as a result our operations will be impacted by variations in the sporting calendar over the course of a year. In particular, certain sports leagues operate formats (playoffs, championships, cup finals, etc.) that naturally result in increased customer interest as the end of the season approaches for those sports. Similarly, certain sporting events only operate at specific times of the year (major horse races, major tennis tournaments, etc.) and certain other events only operate on a multi-year cycle (Olympics, FIFA World Cup, etc.).
These phenomena will naturally lead to increased revenues at such times of the year or in major international tournament years, and conversely will result in reduced revenues during off-season periods or in non-tournament years.
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For example, Betway’s revenues are often impacted by the calendars of the major European and African football (soccer) leagues, international and Indian Premier League cricket, major American sports leagues, marquee horse racing events, major professional tennis tournaments and the FIFA World Cup. We naturally seek to adapt marketing efforts accordingly, taking advantage of additional opportunities for profitable growth whenever they present while mitigating potentially negative effects on profits by adjusting marketing appropriately in off-season periods.
In contrast, Spin's portfolio of casino brands is largely unaffected by seasonality in aggregate as online casino gaming is largely an individual activity unaffected by external calendars. Management believes that there is however some evidence that seasonality effects may occur at the time of certain major national holidays and/or vacation periods and as a result our revenues and cashflow might be adversely affected during times of year when customers are naturally more likely to engage with other non-gaming activities.
Key Components of Revenue and Expenses
Monthly Active Customers
We use monthly active customers (“MAC”) as an important measure of our customer base. We define MAC as the number of registered customer accounts that wager at our online casino games and/or sports betting offerings at least once during a particular month. This metric is calculated using internal company data and is not validated, audited or reviewed by an independent party. The size and growth of our monthly active customers directly affects our revenue generated from our online casino games and sports betting offerings, as well as our operating expenses associated with the infrastructure and customer support that is necessary to service customers.
The following tables have been prepared on a pro forma consolidated comparable full-year basis, which is to say that they have been prepared as if all of the entities acquired during the course of 2020, 2021 and 2022 had instead been owned by us from January 1, 2020 and show average MAC over those years and associated year-on-year growth rates. MAC numbers were significantly negatively impacted in the first half of 2020 by the COVID-19 pandemic, particularly due to the cancellation of sporting events and resulting sharp reduction in sports betting activity between March 2020 and June 2020. Accordingly, the year-on-year growth rate shown below for 2021 as compared to 2020 is likely to be somewhat higher than that which would have been the case in the absence of the COVID-19 pandemic.
Average MAC for 12-month periods ending | |||||||||||||||||
Value millions | Growth millions | % | |||||||||||||||
December 2020 | 2.11 | 0.81 | 62 | % | |||||||||||||
December 2021 | 2.74 | 0.62 | 29 | % | |||||||||||||
December 2022 | 2.84 | 0.10 | 4 | % | |||||||||||||
We intend to pursue MAC growth in current and potential markets but also, particularly in regions such as the United States, where we aim to focus our efforts on expanding our global footprint.
Revenue
We generate revenue through income earned from online gaming activities, comprising online casino games and sports betting, plus fees from brand licensing agreements. Net Gaming Revenue (“NGR”) is Gross Gaming Revenue (inclusive of both online casino and sports betting) minus bonuses and comps and incentives, minus payments to casino game suppliers in order to fund progressive jackpot network games, and minus value-added tax (“VAT”) and goods and services tax (“GST”) in countries where these taxes are applicable. Our revenue is therefore calculated as revenue from casino games and sports betting plus fees from brand licensing agreements minus utilized customer incentives adjustments minus VAT minus GST.
NGR is a component of revenue comprised of online casino and sportsbook net gaming revenue. NGR is an internal measure we use as an indicator of our overall performance and for comparison against peers which disclose similar numbers on a regular basis. The value and growth of NGR directly affects our revenue generated from our online casino games and sports betting offerings. A number of other operating expenses are correlated with NGR, including fraud, payment processing, “affiliates” marketing and the provision of casino and sports betting products. The same is true to a lesser extent of operating expenses associated with the infrastructure and customer support that is necessary to service customers.
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Revenues generated from online casino games and sports betting are recognized at fair value, representing the amount staked by the customer adjusted for any customer incentives. They are subsequently remeasured when the transaction price is known and the amount payable is confirmed, at which point the movement is recorded as a gain or loss in our consolidated financial statements. Such gains and losses arise from similar transactions and are therefore offset within revenue. Subsequent changes in these fair values are recorded in our consolidated financial statements, provided that it is probable that economic benefits will flow to us and the revenue can be reliably measured.
We recognize net gaming revenue transactions at the point at which they are settled. Any open positions at year end are fair valued with the resulting gain or loss recorded in our consolidated financial statements. Customer liabilities related to these timing differences are accounted for as derivative financial instruments.
Revenue also includes brand licensing revenues generated by the provision of the Betway brand to other online gambling companies. Brand licensing revenues are recognized over time on a monthly basis in line with either the month in which the licensing revenue is generated or as agreed in fixed contractual terms. The majority of licensing revenue is generated from fixed fee per month contract terms with the remaining licensing revenue generated through contracts specifying a set percentage of Betway’s global brand marketing spend.
We have three operating segments, Betway, Spin and Jumpman; and two reportable segments, Betway and Spin (Jumpman aggregated with Spin). The characteristic of these operating segments is that both engage in business activities from which it may recognize revenues and incur expenses and these segments can be disaggregated by various characteristics but mostly by brand.
Our sports betting revenue is mostly generated by Betway, which also generates some revenue from online casino. Online casino revenue is mainly generated by Spin (which consists of more than 16 separate brands collectively referred to as Spin), which also generates a small amount of revenue from sports betting. Revenue and costs are reasonably allocated between Betway and Spin based on how management views these groups for performance management and decision-making purposes.
Direct and Marketing Expenses
Marketing expenses are broken out into the following marketing channels: acquisition and retention marketing, search optimization and digital, “affiliates” marketing, and brand marketing or sponsorships. This item also includes compensation, commissions and benefits, event attendance, event sponsorships, association memberships, marketing subscriptions, and third-party marketing consulting fees.
Direct expenses consist primarily of costs relating to fraud, merchant and processing costs relating to customer deposits and withdrawals. The direct expenses category also includes costs relating to royalties paid to content and product providers, taxes paid on gaming and sports betting activities in jurisdictions with a gaming tax regime, other operational irrecoverable value added taxes and withholding taxes. Additionally, personnel costs, including executive salaries, bonuses and benefits, rental, rates and levies and certain office-related and travel expenses as well as realized and unrealized exchange rate movements are included under this this category.
General and Administrative Expenses
General and administrative expenses include professional services (including legal, regulatory, audit and licensing-related), legal settlements and contingencies. Administrative expenses also include technology-related expenses relating to subscriptions, operational software, domain management and license costs. Expenses paid to outsource services providers are also included under this item.
Depreciation and Amortization
Depreciation and amortization are provided on property and equipment over the estimated useful lives on a straight-line basis. Depreciation and amortization also include the amortization of intangible assets as well as right of use assets written off on a straight-line basis. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the loss from operations.
Finance Expense (Income)
Finance expenses consists primarily of interest paid in respect of lease liabilities and loans payable.
Finance income consists primarily of interest received in respect of loans receivable.
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Gain on derivative contracts
We signed purchase agreements for Haber Investments Limited (“Haber”) and Red Interactive Limited (“Red Interactive”) on April 7, 2021 and April 9, 2021, respectively, under which the Company entered into forward contracts to purchase Haber and Red Interaction in the future. The purchase of Haber and Red Interactive completed on December 1, 2021, at which point we recognized a gain on the associated derivative contracts. Refer to note 19 to the Consolidated financial statements included elsewhere in this Annual Report for details regarding these business combinations.
Share listing expense
As a result of the Business Combination Agreement (refer to "Business Combination and Reorganization" section), SEAC shareholders became shareholders of Super Group. Based on the technical accounting guidance assessed, management has considered that the excess of fair value of Super Group shares and warrants issued over the fair value of SEAC’s identifiable net assets acquired represents compensation for the service of share exchange listing for its shares and has been expensed as incurred in the share listing expense line in profit or loss (see note 1 and note 17 to our Consolidated financial statements included elsewhere in this Annual Report).
Change in fair value of warrant and earnout liabilities, and foreign exchange on revaluation
Public and private warrants were originally issued by SEAC to its public shareholders and its sponsors and converted on the closing date of the Business Combination Agreement, into a right to acquire one ordinary share of Super Group on substantially the same terms as were in effect immediately prior to the closing date. According to management’s assessment, both the public and private warrants were classified as a derivative financial liability and, accordingly, should be measured at fair value with subsequent changes in fair value to be recognized in profit and loss.
Earnout Shares were issued by Super Group to the Pre-Closing Holders as part of the consideration transferred in the SEAC merger. According to management’s assessment, Earnout Shares were classified as current financial liabilities measured at fair value with subsequent changes in fair value to be recognized in profit and loss.
These financial instruments are subject to foreign exchange revaluation, which are recognized in profit and loss.
The warrants and earnout liabilities were extinguished in December 2022 (refer to "Warrant Exchange and Consent Solicitation") and the change in fair value and foreign exchange rate up to the extinguishment date were recognized in profit or loss.
Refer to notes 17.2 and 17.3 to our Consolidated financial statements included elsewhere in this Annual Report.
Income Tax Expense
We account for income taxes using the asset and liability method whereby deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The provision for income taxes reflects income earned and taxed. Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of profit and loss.
Results of Operations
Year Ended December 31, 2022, Compared to the Year Ended December 31, 2021
SG Media and Fengari together house our business and brands collectively known as Spin. Spin also includes the Jumpman brands, which were acquired through Verno Holdings on September 1, 2022. Pindus (including Betway Group, Yakira and Gazelle) as well as Raging River Proprietary Limited houses the business known as Betway.
Various operating and marketing companies were purchased during the year ended December 2021. See “— Comparability of Financial Information.” The acquisitions were accounted for as business combinations in accordance with IFRS 3.
The revenue generated by these newly acquired outsource service and marketing entities is through contracted services provided to our companies. This revenue eliminates on consolidation. Costs associated with these operating and marketing entities are allocated to each reporting segment using a direct cost allocation method.
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The following table sets forth our historical consolidated results of operations for the annual periods indicated:
| (Euro in thousands) | Super Group | Betway | Spin | Head Office and Other | ||||||||||||||||||||||
For the year ended December 31, 2022 | ||||||||||||||||||||||||||
| Revenue | 1,292,210 | 714,165 | 578,045 | — | ||||||||||||||||||||||
| Direct and marketing expenses | (979,300) | (609,924) | (365,110) | (4,266) | ||||||||||||||||||||||
| Other operating income | 5,491 | 3,669 | 1,609 | 213 | ||||||||||||||||||||||
| General and administrative expenses | (144,084) | (61,657) | (57,538) | (24,889) | ||||||||||||||||||||||
| Transaction fees | (22,969) | — | — | (22,969) | ||||||||||||||||||||||
| Depreciation and amortization expense | (66,729) | (27,809) | (35,963) | (2,957) | ||||||||||||||||||||||
| Profit from operations | 84,619 | 18,444 | 121,043 | (54,868) | ||||||||||||||||||||||
| Finance income | 2,222 | 1,398 | 382 | 442 | ||||||||||||||||||||||
| Finance expense | (1,345) | (147) | (178) | (1,020) | ||||||||||||||||||||||
| Gain on derivative contracts | 4,148 | 2,435 | 1,713 | — | ||||||||||||||||||||||
| Foreign exchange on revaluation of warrants and earnouts | (25,047) | — | — | (25,047) | ||||||||||||||||||||||
| Share listing expense | (126,252) | — | — | (126,252) | ||||||||||||||||||||||
| Change in fair value of warrant liability | 34,518 | — | — | 34,518 | ||||||||||||||||||||||
| Change in fair value of earnout liability | 237,354 | — | — | 237,354 | ||||||||||||||||||||||
| Change in fair value of option | 6,292 | — | 21,421 | (15,129) | ||||||||||||||||||||||
| Profit before taxation | 216,509 | 22,130 | 144,381 | 49,998 | ||||||||||||||||||||||
| Income tax expense | (34,240) | (22,456) | (4,847) | (6,937) | ||||||||||||||||||||||
| Profit for the year | 182,269 | (326) | 139,534 | 43,061 | ||||||||||||||||||||||
For the year ended December 31, 2021 | ||||||||||||||||||||||||||
| Revenue | 1,320,658 | 687,752 | 632,906 | — | ||||||||||||||||||||||
| Direct and marketing expenses | (896,494) | (511,708) | (381,223) | (3,563) | ||||||||||||||||||||||
| Other operating income | 8,042 | 5,090 | 587 | 2,365 | ||||||||||||||||||||||
| General and administrative expenses | (142,752) | (71,550) | (57,678) | (13,524) | ||||||||||||||||||||||
| Transaction fees | (7,107) | — | — | (7,107) | ||||||||||||||||||||||
| Depreciation and amortization expense | (83,560) | (49,528) | (33,107) | (925) | ||||||||||||||||||||||
| Profit from operations | 198,787 | 60,056 | 161,485 | (22,754) | ||||||||||||||||||||||
| Finance income | 1,312 | 977 | 197 | 138 | ||||||||||||||||||||||
| Finance expense | (6,370) | (5,712) | (514) | (144) | ||||||||||||||||||||||
| Gain on derivative contracts | 15,830 | — | 15,830 | — | ||||||||||||||||||||||
| Gain on bargain purchase | 16,349 | 11,500 | 4,849 | — | ||||||||||||||||||||||
| Profit before taxation | 225,908 | 66,821 | 181,847 | (22,760) | ||||||||||||||||||||||
| Income tax benefit/(expense) | 9,970 | 10,647 | (429) | (248) | ||||||||||||||||||||||
| Profit for the year | 235,878 | 77,468 | 181,418 | (23,008) | ||||||||||||||||||||||
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Revenue
| (Euro in thousands) | Super Group | Betway | Spin | ||||||||
| For the year ended December 31, 2022 | |||||||||||
| Online casino | 814,294 | 237,216 | 577,078 | ||||||||
| Sports betting | 438,105 | 437,728 | 377 | ||||||||
| Brand licensing | 36,558 | 36,343 | 215 | ||||||||
| Other | 3,253 | 2,878 | 375 | ||||||||
| Total Group revenue | 1,292,210 | 714,165 | 578,045 | ||||||||
| For the year ended December 31, 2021 | |||||||||||
| Online casino | 858,725 | 228,801 | 629,924 | ||||||||
| Sports betting | 387,182 | 385,368 | 1,814 | ||||||||
| Brand licensing | 71,053 | 71,053 | — | ||||||||
| Other | 3,698 | 2,530 | 1,168 | ||||||||
| Total Group revenue | 1,320,658 | 687,752 | 632,906 | ||||||||
Our total revenue was €1.29 billion for the year ended December 31, 2022, a decrease of €28.4 million or 2.2% compared to €1.32 billion for the year ended December 31, 2021, mainly due to strong performances in the African and European markets being offset by short term impacts of the regulatory migration of customers in Ontario and other material European markets such as Netherlands and Germany.
Betway
Revenue for the Betway segment increased by €26.4 million or 3.8% to €714.2 million for the year ended December 31, 2022, compared to €687.8 million for the year ended December 31, 2021. Brand licensing revenue decreased by €34.7 million or 48.9% to €36.3 million for the year ended December 31, 2022, compared with €71.1 million for the year ended December 31, 2021. Brand license fees are a recovery against sponsorship marketing spend, which decreased during 2022 mainly due to renegotiations of the brand license fee agreements due to pressure on the licensed partner’s revenue.
Sports betting net gaming revenue for the Betway segment increased by €52.4 million or 13.6% to €437.7 million for the year ended December 31, 2022, compared to €385.4 million for the year ended December 31, 2021. The growth into 2022 was largely due to double digit growth in our African and Asia & Pacific market segments, specifically South Africa and India. However, further pressure on the sports betting revenue results was due to unprecedented unfavorable sports betting margins, which were experienced across the industry in the last few months of the year.
Online casino net gaming revenue for the Betway segment also increased by €8.4 million or 3.7% to €237.2 million for the year ended December 31, 2022, compared to €228.8 million for the year ended December 31, 2021. While Betway saw a slight decline in its online casino net gaming revenue from its North American market for the year ended December 31, 2022 mainly due to the migration of customers in Ontario to the regulated platform, this was offset by new game launches in African markets resulting in an overall increase for the Betway segment.
Spin
Revenue for the Spin segment decreased by €54.9 million or 8.7% to €578.0 million for the year ended December 31, 2022, compared with €632.9 million for the year ended December 31, 2021.
Sports betting net gaming revenue for the Spin segment decreased by €1.4 million or 79.2% to €0.4 million for the year ended December 31, 2022, compared to €1.8 million for the year ended December 31, 2021. The reason for the decline was the closure of sports offerings within the Spin segment in March 2022.
Online casino net gaming revenue for the Spin segment also decreased by €52.8 million or 8.4% to €577.1 million for the year ended December 31, 2022, compared to €629.9 million for the year ended December 31, 2021. The decline was predominantly due to regulatory changes in certain jurisdictions. Spin saw a decline in its online casino net gaming revenue from its North American market for the year ended December 31, 2022, mainly due to the migration of customers in Ontario to the regulated platform. The European segment is still heavily affected by the regulatory closure of certain historically key markets, resulting in a decline of €12.0 million or 57% for the year ended December 31, 2022, of which, €7.8 million relates to the closure of the Netherlands market.
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Direct and Marketing Expenses
| (Euro in thousands) | Super Group | Betway | Spin | Head Office and Other | ||||||||||
| For the year ended December 31, 2022 | ||||||||||||||
| Direct Expenses | 636,540 | 391,649 | 240,625 | 4,266 | ||||||||||
| Gaming tax, license costs and other tax | 67,951 | 53,149 | 14,812 | (10) | ||||||||||
| Processing & Fraud Costs | 197,394 | 125,384 | 71,896 | 114 | ||||||||||
| Royalties | 178,203 | 56,627 | 121,576 | — | ||||||||||
| Staff related expenses | 130,305 | 103,029 | 17,136 | 10,140 | ||||||||||
| Other operational costs | 50,137 | 39,164 | 8,843 | 2,130 | ||||||||||
| Costs relating to currency movements | 12,550 | 14,296 | 6,362 | (8,108) | ||||||||||
| Marketing Expenses | 342,760 | 218,275 | 124,485 | — | ||||||||||
| Direct and marketing expenses | 979,300 | 609,924 | 365,110 | 4,266 | ||||||||||
| For the year ended December 31, 2021 | ||||||||||||||
| Direct Expenses | 546,210 | 307,586 | 235,065 | 3,559 | ||||||||||
| Gaming tax, license costs and other tax | 48,800 | 43,517 | 5,106 | 177 | ||||||||||
| Processing & Fraud Costs | 173,619 | 93,913 | 79,561 | 145 | ||||||||||
| Royalties | 202,856 | 59,618 | 143,238 | — | ||||||||||
| Staff related expenses | 79,885 | 73,814 | 3,287 | 2,784 | ||||||||||
| Other operational costs | 36,126 | 31,217 | 3,809 | 1,100 | ||||||||||
| Costs relating to currency movements | 4,924 | 5,507 | 64 | (647) | ||||||||||
| Marketing Expenses | 350,284 | 204,122 | 146,158 | 4 | ||||||||||
| Direct and marketing expenses | 896,494 | 511,708 | 381,223 | 3,563 | ||||||||||
Our total marketing expenditure decreased by €7.5 million or 2.1% for the year ended December 31, 2022 to €342.8 million compared with €350.3 million for the year ended December 31, 2021.
The overall marketing expenditure to Net Gaming Revenue ratio for the year ended December 31, 2022 decreased to 26.3% from 27.1% for the year ended December 31, 2021, as the business continued to identify more effective marketing channels with higher returns on spend.
Of our overall cost base, direct expenses formed 65.0% of the total direct and marketing expenses during the year ended December 31, 2022 and formed 60.9% of the total direct and marketing expenses during the year ended December 31, 2021. Direct Expenses increased by 16.5% from €546.2 million for the year ended December 31, 2021 to €636.5 million for the year ended December 31, 2022.
Gaming tax, license costs and other tax, increased due to the addition of license fees payable in Ontario, with the move to a new licensing regime that levies a license fee of 20% on revenue.
Staff related expenses also increased for the year ended December 31, 2022 by 63.1% or €50.4 million to €130.3 million from €79.9 million for the year ended December 31, 2021. The increase for the year ended December 31, 2022 can be attributed to the 2021 business combinations of Red Interactive, DigiProc Consolidated and Haber, as well as the acquisition of the Verno group on September 1, 2022. Additionally, while we did expand headcount in our Head Office segment due to the internal expertise required for operating a listed group, €24.3 million of this increase relates to RSUs issued to staff based on historic performance and service.
Processing & Fraud Costs increased by 13.7% from €173.6 million for the year ended December 31, 2021 to €197.4 million for the year ended December 31, 2022. The additional increase is in line with management's expectation of expected fraud losses on customer deposits given the markets in which the group experienced growth was in markets with a higher average cost of fraud in the normal course of operating an online gambling business.
Our Royalties to Net Gaming Revenue ratio for the year ended December 31, 2022 decreased to 13.7% from 15.7% for the year ended December 31, 2021, a decrease of €24.7 million, as sports betting revenue, which has a lower royalty charge, as a percentage of total revenue, increased.
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Other operational costs increased by €14.0 million or 38.8% during the year ended December 31, 2022, to €50.1 million from €36.1 million for the year ended December 31, 2021. The increase was due to costs associated with improvements to the sports product offerings through additional live streaming and market offerings on the site as well as additional third-party service provider cost to automate and improve source of wealth and source of funds verification.
Betway
Marketing expenditure in the Betway segment increased by €14.2 million or 6.9% for the year ended December 31, 2022 to €218.3 million compared with €204.1 million for the year ended December 31, 2021. Marketing expenditure as a percentage of Net Gaming Revenue, however, decreased from 31.8% for the year ended December 31, 2021 to 30.7% for the year ended December 31, 2022, which reflects a higher return achieved on the investment in marketing expenditure.
Direct expenditure in the Betway segment increased by €84.1 million or 27.3% from €307.6 million for the year ended December 31, 2021 to €391.6 million for the year ended December 31, 2022, attributable to:
•gaming tax and license costs, which is typically directly related to revenue, increased by €9.6 million or 22.1% to €53.1 million for the year ended December 31, 2022, compared to €43.5 million for the year ended December 31, 2021. This was mainly due to the introduction of new gaming license cost levied on revenue in the Ontario market;
•processing and fraud costs increased by €31.5 million or 33.5% to €125.4 million for the year ended December 31, 2022, compared to €93.9 million for the year ended December 31, 2021. These costs increased mainly as a result of increased client deposits as well as increased foreign currency exposure on processing in major currencies;
•royalty costs, which are directly linked to revenue decreased by €3.0 million or 5.0% to €56.6 million for the year ended December 31, 2022, compared to €59.6 million for the year ended December 31, 2021, mainly due to more revenue coming from product offerings with lower contracted platform cost;
•staff related expenses which increased, mainly due to in country staff hired for new markets, expanding the Regulatory & Compliance teams and the issuing of RSUs, by €29.2 million or 39.6% to €103.0 million for the year ended December 31, 2022, compared to €73.8 million for the year ended December 31, 2021; and
•other operational costs increased by €7.9 million or 25.5% to €39.2 million for the year ended December 31, 2022, compared to €31.2 million for the year ended December 31, 2021. This was primarily as a result of increased sports product costs due to increased sports revenues as well as new product offering mainly for football and basketball as well as additional live streaming feeds to enhance the product offering.
Spin
Marketing expenditure in the Spin segment decreased by €21.7 million or 14.8% for the year ended December 31, 2022 to €124.5 million compared with €146.2 million for the year ended December 31, 2021. The spend was cut back mainly in Ontario due to the unknown effect of the new regulation introduced during 2022. Management is continuously reassessing the outlook of the effect of the changes in the market and will increase marketing investment when it determines that the spend is expected to deliver optimal return on investment in the short and long term.
Direct expenses in the Spin segment increased by €5.6 million or 2.4% for the year ended December 31, 2022, to €240.6 million compared with €235.1 million for the year ended December 31, 2021. This is mainly attributable to the following:
•gaming tax and license costs, which is typically directly related to revenue, increased by €9.7 million or 190.1% to €14.8 million for the year ended December 31, 2022, compared to €5.1 million for the year ended December 31, 2021. This was mainly due to the introduction of new gaming license costs levied on revenue in the Ontario market.
•processing and fraud costs decreased by €7.7 million or 9.6% to €71.9 million for the year ended December 31, 2022, compared to €79.6 million for the year ended December 31, 2021. These costs decreased in line with the decrease in client deposits during the financial year;
•royalty costs, which is charged on casino revenue decreased by €21.7 million or 15.1% to €121.6 million for the year ended December 31, 2022, compared to €143.2 million for the year ended December 31, 2021. This decreased more than the decrease in revenue and was due to negotiations with the platform service providers to allow for the deduction of additional rebates on direct cost we incurred from the royalty calculations.
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General and Administrative Expenses
| (Euro in thousands) | Super Group | Betway | Spin | Head Office and Other | ||||||||||
| For the year ended December 31, 2022 | ||||||||||||||
Staff costs and related expenses1 | 68,311 | 25,805 | 44,857 | (2,351) | ||||||||||
| Technology and infrastructure costs | 31,149 | 22,732 | 8,100 | 317 | ||||||||||
| Other administrative costs | 44,624 | 13,120 | 4,582 | 26,922 | ||||||||||
| General and administrative expenses | 144,084 | 61,657 | 57,538 | 24,889 | ||||||||||
| For the year ended December 31, 2021 | ||||||||||||||
| Outsource Costs | 88,859 | 38,680 | 50,180 | (1) | ||||||||||
| Technology and infrastructure costs | 20,198 | 15,509 | 3,077 | 1,612 | ||||||||||
| Other administrative costs | 33,695 | 17,361 | 4,421 | 11,913 | ||||||||||
| General and administrative expenses | 142,752 | 71,550 | 57,678 | 13,524 | ||||||||||
| 1 | As described in note 4 to our consolidated financial statements included elsewhere in this Annual Report, the Group had acquired Haber during the year ended December 31, 2021. Haber provides back office services which support the operating entities within the Group - this is classified as outsource costs in prior years, but represent in-house staff expenses in the year ended December 31, 2022. | ||||
Our general and administrative expenses increased by €1.3 million or 0.9% for the year ended December 31, 2022 to €144.1 million compared to €142.8 million for the year ended December 31, 2021.
Betway
In the Betway segment, general and administrative expenditure decreased by €9.9 million or 13.8% for the year ended December 31, 2022, to €61.7 million compared with €71.6 million for the year ended December 31, 2021.
Outsource costs decreased by €12.9 million or 33.3% to €25.8 million for the year ended December 31, 2022, partly due to the acquisition of Haber Investments in the previous financial year, which lead to costs previously classified as external outsource costs now being inter-group costs and eliminating for the year ended December 31, 2022. This elimination is offset by a reclassification of €25.1 million of certain direct expenses to outsource costs relating to Haber Investments in order to classify these costs in line with the 2021 presentation, as the nature of these costs have not changed.
Technology and infrastructure costs increased by €7.2 million or 46.6% to €22.7 million for the year ended December 31, 2022 from €15.5 million for the year ended December 31, 2021. This was primarily due to:
•continued investment in software to enhance customer experience and assist in automating and improving regulatory compliance and responsible gambling processes; and
•the move of the entire business to a cloud-based solution to ensure that staff could function in a hybrid working environment.
Spin
In the Spin segment general and administrative expenses decreased by €0.1 million or 0.2% to €57.5 million for the year ended December 31, 2022 compared to €57.7 million for in the year ended December 31, 2021. Of this increase, €1.3 million relates to costs from the Verno Group acquired in September 2022.
The remaining increase is mainly due to the following:
•Technology and infrastructure costs increased by €5.0 million or 163.2% to €8.1 million for the year ended December 31, 2022 from €3.1 million for the year ended December 31, 2021. Similar to Betway, this was due to continued investment in software to enhance customer experience and assist in automating and improving regulatory compliance and responsible gambling processes & the move of the entire business to a cloud-based solution to ensure that staff could function in a hybrid working environment.
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•Other administrative costs increased by €0.2 million or 3.6% for the year ended December 31, 2022, to €4.6 million compared with €4.4 million for the year ended December 31, 2021. This increase largely relates to cost incurred for the Spin segment by companies in The Haber Investments Group, that were previously classified as Outsource fees, but post consolidation in 2021 are now classified based on the nature of the cost. Outsource fees in turn decreased by €5.3 million or 10.6% for the year ended December 31, 2022, to €44.9 million compared with €50.2 million for the year ended December 31, 2021.
Head Office and Other
In the Head Office segment, general and administrative expenditure increased by €11.4 million or 84.0% for the year ended December 31, 2022, to €24.9 million compared with €13.5 million for the year ended December 31, 2021. This was due to additional cost incurred for external advisors to assist with ensuring we now remain compliant with SEC requirements as well as increases to group directors & officers liability insurance post listing.
Depreciation and Amortization
Depreciation and amortization expenditure decreased by €16.8 million or 20.1% to €66.7 million for the year ended December 31, 2022, compared to €83.6 million the year ended December 31, 2021.
Betway
Depreciation and amortization expenditure for the Betway segment decreased by €21.7 million or 43.9% to €27.8 million for the year ended December 31, 2022, in comparison to €49.5 million for the year ended December 31, 2021. This decrease is mainly due to intangible assets recognized in regard to acquired customer bases being amortized on a diminishing balance method and exclusive software license rights coming to the end of their useful lives during the 2021 financial year.
Spin
Depreciation and amortization expenditure for the Spin segment increased by €2.9 million or 8.6% to €36.0 million for the year ended December 31, 2022, in comparison to €33.1 million for the year ended December 31, 2021. The primary reason for the increase was an increase in internally developed assets during 2021 and 2022.
Finance Expense
Finance expenditure relates primarily to the Betway segment and decreased by €5.0 million or 78.9% to €1.3 million in the year ended December 31, 2022, compared to €6.4 million for the year ended December 31, 2021. This decrease is mainly due to the novation of interest-bearing borrowings during 2021.
Income Tax (Expense)/ Benefit
Income tax benefit/(expense) increased by €44.2 million to an expense of €34.2 million for the year ended December 31, 2022, in comparison to a tax benefit of €10.0 million for the year ended December 31, 2021. This was primarily related to Betway, which moved into a tax benefit position for the year ended December 31, 2021 of €10.6 million, due to the recognition of the deferred tax assets recognized on assessed losses amounting to €26.9 million in 2021.
Net Profit
Our total profit for the year ended December 31, 2022 was €182.3 million and €235.9 million for the year ended December 31, 2021 a decrease of €53.6 million or 22.7%. While gaming revenues remained consistent year on year, this was offset by the decrease in external brand license fee income as well as investments in operations and infrastructure during the year.
The Betway segment’s profit decreased by €77.8 million or 100.4% to €0.3 million for the year ended December 31, 2022, from €77.5 million for the year ended December 31, 2021.
The Spin segment’s profit decreased by €41.9 million or 23.1% to €139.5 million for the year ended December 31, 2022, from €181.4 million for the year ended December 31, 2021.
The Head office and other segment’s profit increased by €66.1 million or 287.2% to €43.1 million for the year ended December 31, 2022, from a loss of €23.0 million for the year ended December 31, 2021.
During 2022 we incurred multiple non-recurring expenses in relation to the Business Combination, including gain on change in fair value of warrant liability (€34.5 million), gain on change in fair value of earnout liability (€237.4 million) and foreign exchange losses thereon (€25.0 million), transaction fees (€23.0 million), and a share listing expense (€126.3 million). These were in relation the Business Combination and thus affected our net profit in comparison to 2021. Refer to note 17 to our consolidated financial statements included elsewhere in this Annual Report.
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Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020
Pelion and Fengari together house our business and brands collectively known as Spin, while Pindus (including Raging River, Yakira and Gazelle) houses our business known as Betway.
Various operating and marketing companies were purchased during the year ended December 2021. See “— Comparability of Financial Information.” The acquisitions were accounted for as business combinations in accordance with IFRS 3.
The revenue generated by these acquired outsource service and marketing entities is through contracted services provided to SGHC Group companies. This revenue eliminates on consolidation. Costs associated with these operating and marketing entities are allocated to each reporting segment using a direct cost allocation method.
The following table sets forth our historical consolidated results of operations for the annual periods indicated:
| (Euro in thousands) | Super Group | Betway | Spin | Head Office and Other | ||||||||||||||||||||||
For the year ended December 31, 2021 | ||||||||||||||||||||||||||
| Revenue | 1,320,658 | 687,752 | 632,906 | — | ||||||||||||||||||||||
| Direct and marketing expenses | (896,494) | (511,708) | (381,223) | (3,563) | ||||||||||||||||||||||
| Other operating income | 8,042 | 5,090 | 587 | 2,365 | ||||||||||||||||||||||
| General and administrative expenses | (142,752) | (71,550) | (57,678) | (13,524) | ||||||||||||||||||||||
| Transaction fees | (7,107) | — | — | (7,107) | ||||||||||||||||||||||
| Depreciation and amortization expense | (83,560) | (49,528) | (33,107) | (925) | ||||||||||||||||||||||
| Profit from operations | 198,787 | 60,056 | 161,485 | (22,754) | ||||||||||||||||||||||
| Finance income | 1,312 | 977 | 197 | 138 | ||||||||||||||||||||||
| Finance expense | (6,370) | (5,712) | (514) | (144) | ||||||||||||||||||||||
| Gain on derivative contracts | 15,830 | — | 15,830 | — | ||||||||||||||||||||||
| Gain on bargain purchase | 16,349 | 11,500 | 4,849 | — | ||||||||||||||||||||||
| Profit before taxation | 225,908 | 66,821 | 181,847 | (22,760) | ||||||||||||||||||||||
| Income tax benefit/(expense) | 9,970 | 10,647 | (429) | (248) | ||||||||||||||||||||||
| Profit for the year | 235,878 | 77,468 | 181,418 | (23,008) | ||||||||||||||||||||||
For the year ended December 31, 2020 | ||||||||||||||||||||||||||
| Revenue | 908,019 | 394,525 | 513,494 | — | ||||||||||||||||||||||
| Direct and marketing expenses | (612,689) | (310,547) | (302,058) | (84) | ||||||||||||||||||||||
| General and administrative expenses | (114,538) | (38,984) | (71,082) | (4,472) | ||||||||||||||||||||||
| Depreciation and amortization expense | (55,407) | (24,602) | (30,804) | (1) | ||||||||||||||||||||||
| Profit from operations | 125,385 | 20,392 | 109,550 | (4,557) | ||||||||||||||||||||||
| Finance income | 257 | 129 | 128 | — | ||||||||||||||||||||||
| Finance expense | (10,991) | (10,275) | (716) | — | ||||||||||||||||||||||
| Gain on bargain purchase | 34,995 | 17,508 | 17,487 | — | ||||||||||||||||||||||
| Profit before taxation | 149,646 | 27,754 | 126,449 | (4,557) | ||||||||||||||||||||||
| Income tax (expense)/benefit | (429) | (2,152) | 1,530 | 193 | ||||||||||||||||||||||
| Profit for the year | 149,217 | 25,602 | 127,979 | (4,364) | ||||||||||||||||||||||
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Revenue
| (Euro in thousands) | Super Group | Betway | Spin | ||||||||
| For the year ended December 31, 2021 | |||||||||||
| Online casino | 858,725 | 228,801 | 629,924 | ||||||||
| Sports betting | 387,182 | 385,368 | 1,814 | ||||||||
| Brand licensing1 | 71,053 | 71,053 | — | ||||||||
| Other | 3,698 | 2,530 | 1,168 | ||||||||
| Total Group revenue | 1,320,658 | 687,752 | 632,906 | ||||||||
| For the year ended December 31, 2020 | |||||||||||
| Online casino | 683,404 | 172,093 | 511,311 | ||||||||
| Sports betting | 161,373 | 161,080 | 293 | ||||||||
| Brand licensing | 63,242 | 61,352 | 1,890 | ||||||||
| Total Group revenue | 908,019 | 394,525 | 513,494 | ||||||||
| 1 | Brand license revenue is now denoted under Betway support companies as a result of internal restructure whereby Merryvale Limited, the company that licenses the Betway brand was sold from under the Pindus structure to an IP structure, which forms part of the support structure. This revenue is comparable to brand license revenue under Pindus in 2020. The negative amounts are amounts paid on an internal brand license software agreements which eliminates on consolidation. | ||||
Our total revenue was €1,321 million for the year ended December 31, 2021, an increase of €412.6 million or 45.4% compared to €908 million for the year ended December 31, 2020, due to the additional revenue contributed by the acquisition of Raging River which contributed to 8.4% of the total revenue, as well as strong organic growth in most markets in both the sportsbook and casino products.
Betway
Revenue for the Betway segment increased by €293.2 million or 74.3% to €687.8 million for the year ended December 31, 2021, compared with €394.5 million for the year ended December 31, 2020. There was a slight increase in Brand Licensing revenue of €9.7 million or 15.8% to €71.1 million for the year ended December 31, 2021, compared with €61.4 million for the year ended December 31, 2020. Brand license fees are a recovery against sponsorship marketing spend, which increased during 2021.
Sports net gaming revenue for the Betway segment increased by €224.3 million or 139.2% to €385.4 million for the year ended December 31, 2021, compared to €161.1 million for the year ended December 31, 2020. The growth into 2021 was largely due to sports being closed at the height of the COVID-19 pandemic and reopened in H2 of 2020. 2020 sports revenues were severely impacted. Sports revenues recovered after sports were reopened in H2 of 2020, giving rise to the higher percentage growth in 2021.
Sports net gaming revenue for Pindus increased by €63.0 million or 44.4% to €204.9 million for the year ended December 31, 2021, compared with €141.9 million for the year ended December 31, 2020. This was mainly due to a full year sporting events calendar for the year ended December 31, 2021 compared to 8 months of sporting activity for the year ended December 31, 2020 due to the global shut down on sports for the months of March, April, May and June. Sports revenue contributes to 47.2% of the Pindus Group’s revenue.
Online casino net gaming revenue for Pindus increased by €34.5 million or 21.0% to €198.9 million for the year ended December 31, 2021, compared with €164.4 million for the year ended December 31, 2020. Despite the regulatory changes in Germany, casino revenue grew as a result of the full sports calendar for the year ended December 31, 2021, which had a positive impact on casino acquisition through the cross play from the sports products. Casino net gaming revenue contributes 45.8% of the total Pindus Group’s revenue.
The slow growth in sports revenue during the year ended December 31, 2020 and the reduction in casino revenue were due in part to stricter regulations introduced in the United Kingdom, Sweden and Germany, and also due to the impact of the COVID-19 pandemic, as the cancellation of sporting events in the months of March to June, 2020, led to a general reduction in new customer acquisition for Betway (Pindus) across Betway’s entire product portfolio over that period, together with a significant reduction in sports wagering.
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Additional sports net gaming revenue was derived from the acquisition of Yakira and Gazelle on September 30, 2020, adding a further €19.2 million or 11.9% of aggregate sports net gaming revenue in the year ended December 31, 2020, and contributing €69.7 million or 18.0% of aggregate sports net gaming revenue in the year ended December 31, 2021. The increase is due to a full calendar year’s worth of revenue.
Additional casino net gaming revenue was derived from the acquisition Yakira and Gazelle, adding another €29.9 million or 13.1% of aggregate casino net gaming revenue in the year ended December 31, 2021, taking the total to €228.8 million for the year ended December 31, 2021.
Spin
Revenue for the Spin segment increased by €119.4 million or 23.3% to €632.9 million for the year ended December 31, 2021, compared with €513.5 million for the year ended December 31, 2020.
Revenue for Fengari increased by €113.8 million or 25.2% for the year ended December 31, 2021, to €565.0 million compared with €451.2 million for the year ended December 31, 2020. European markets saw a decline due to the closing of Netherlands and changes in regulation for Germany. Casino net gaming revenue in Fengari increased by €112.2 million or 24.9%, resulting in casino net gaming revenue of €563.2 million for the year ended December 31, 2021, compared with €450.9 million, for in the year ended December 31, 2020. The growth in revenue is largely attributable to increased TV campaigns as well as increased purchases and returning customers in regions that locked down for periods of time during the year to December 31, 2021 due to the regional COVID pandemic regulations.
Revenue for SG Media increased marginally by €1.9 million or 3.0% for the year ended December 31, 2021, to €64.1 million compared with €62.3 million for the year ended December 31, 2020. This is mainly due to the fact that the year ended December 31, 2020, comprised of only 8 months of revenue for SG Media following the acquisition of SG Ventures on May 4, 2020.
The Betway segment (comprising Pindus, Raging River, Yakira and Gazelle) contributed €687.8 million or 52.1% of total revenue and the Spin segment (comprising Fengari, Yakira and SG Media) contributed €632.9 million or 47.9% of total revenue of €1,321 million in the year ended December 31, 2021.
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Direct and Marketing Expenses
| (Euro in thousands) | Super Group | Betway | Spin | Head Office and Other | ||||||||||
| For the year ended December 31, 2021 | ||||||||||||||
| Direct Expenses | 546,210 | 307,586 | 235,065 | 3,559 | ||||||||||
| Gaming tax, license costs and other tax | 48,800 | 43,517 | 5,106 | 177 | ||||||||||
| Processing & Fraud Costs | 173,619 | 93,913 | 79,561 | 145 | ||||||||||
| Royalties | 202,856 | 59,618 | 143,238 | — | ||||||||||
| Staff related expenses | 79,885 | 73,814 | 3,287 | 2,784 | ||||||||||
| Other operational costs | 36,126 | 31,217 | 3,809 | 1,100 | ||||||||||
| Costs relating to currency movements | 4,924 | 5,507 | 64 | (647) | ||||||||||
| Marketing Expenses | 350,284 | 204,122 | 146,158 | 4 | ||||||||||
| Direct and marketing expenses | 896,494 | 511,708 | 381,223 | 3,563 | ||||||||||
| For the year ended December 31, 2020 | ||||||||||||||
| Direct Expenses | 365,822 | 172,375 | 193,363 | 84 | ||||||||||
| Gaming tax, license costs and other tax | 33,969 | 28,375 | 5,594 | — | ||||||||||
| Processing & Fraud Costs | 99,322 | 41,831 | 57,491 | — | ||||||||||
| Royalties | 164,635 | 43,170 | 121,465 | — | ||||||||||
| Staff related expenses | 47,158 | 46,793 | 327 | 38 | ||||||||||
| Other operational costs | 19,142 | 16,266 | 2,830 | 46 | ||||||||||
| Costs relating to currency movements | 1,596 | (4,060) | 5,656 | — | ||||||||||
| Marketing Expenses | 246,867 | 138,172 | 108,695 | — | ||||||||||
| Direct and marketing expenses | 612,689 | 310,547 | 302,058 | 84 | ||||||||||
Our total marketing expenditure increased by €103.4 million or 41.9% for the year ended December 31, 2021, to €350.3 million compared with €246.9 million for the year ended December 31, 2020.
The overall marketing expenditure to Net Gaming Revenue ratio for the years ended December 31, 2021 and 2020 was 26.5% and 27.2%, respectively.
Our overall cost base, direct expenses which is a variable cost, and which varies due to the increase or decrease of revenue, forms 47.4% of the total direct and marketing expenses during the year ended December 31, 2021 and formed 59.7% of the total direct and marketing expenses during the year ended December 31, 2020. The percentage reduction is mainly due to some tax relief in certain countries as a COVID-19 measure.
Operational costs were 13.5% of the direct and marketing expenses base during the year ended December 31, 2021, and 11.1% during the year ended December 31, 2020. The increase was mainly due to the impact of certain currency movements as well as additional resourcing around the listing and regulatory requirements.
Betway
Marketing expenditure in the Betway segment increased by €66.0 million or 47.7% for the year ended December 31, 2021, to €204.1 million compared with €138.2 million for the year ended December 31, 2020. This was attributable to both the normalization of the sporting events around the world during 2021 following the global cancellations of major sporting leagues and events due to COVID-19 lockdowns during the year ended December 31, 2020, and a full year of costs for Yakira and Gazelle for the year ended December 31, 2021 versus 3 months in the prior year. In addition, the costs associated with Raging River, which was acquired during January 2021, contributing 11.0% of Betway segment marketing spend for the year ended December 31, 2021, were not included in the 2020 financial year.
Direct expenditure in the Betway segment increased by €83.7 million or 73.8% in the year ended December 31, 2021, to €197.1 million compared with €113.4 million for the year ended December 31, 2020, attributable to the impact of the increase in revenue on:
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•gaming tax and license costs, which is typically directly related to revenue increased by €15.1 million or 53.4% to €43.5 million for the year ended December 31, 2021, compared to €28.4 million for the year ended December 31, 2020;
•processing and fraud costs increased by €52.1 million or 124.5% to €93.9 million for the year ended December 31, 2021, compared to €41.8 million for the year ended December 31, 2020. These costs increased as a result of increased client deposits as well as increased foreign currency exposure on processing in weaker currencies;
•royalty costs, which are directly linked to casino revenue increased by €16.4 million or 38.1% to €59.6 million for the year ended December 31, 2021, compared to €43.2 million for the year ended December 31, 2020; and
•the increase due to the acquisition of Yakira and Gazelle, which only contributed 3 months of expenses during 2020 but was part of the Betway Segment for the full year ended December 31, 2021. Direct expenses also increased due to the acquisition of Raging River which contributed to 13.2% of direct expenses for the year ended December 31, 2021.
Operational costs in the Betway segment increased by €51.5 million or 87.4% in the year ended December 31, 2021, to €110.5 million compared with €59 million for the year ended December 31, 2020, attributable to the following:
•Staff related expenses increased largely because of increased staff employed in the areas of responsible gaming, AML and compliance in line with the Company’s goals and strategies, resulting in an increase of €27.0 million or 57.7% to €73.8 million for the year ended December 31, 2021.
•Other operational costs increased primarily as a result of increased sportsfeed costs for a full year, due to increased sports revenues.
Spin
Marketing expenditure in the Spin segment increased by €37.5 million or 34.5% for the year ended December 31, 2021, to €146.2 million compared with €108.7 million for the year ended December 31, 2020, due to the increase in affiliate marketing spend calculated on a revenue share basis which is directly related to the increase in Spin Segment revenue, as well as increased TV marketing campaigns.
Direct expenses in the Spin segment increased by €37.6 million or 18.8% for the year ended December 31, 2021, to €227.9 million compared with €190.3 million for the year ended December 31, 2020. This is mainly attributable to the following:
•inclusion of a full year of costs for Pelion, which has decreased due to an internal restructure where Digimedia was sold from Pelion to Fengari with a transfer of provisions;
•processing and fraud costs increased by €22.1 million or 38.3% to €79.6 million for the year ended December 31, 2021, compared to €57.5 million for the year ended December 31, 2020. These costs increased as a result of increased client deposits as well as increased foreign currency exposure on processing in weaker currencies;
•royalty costs, which are directly linked to casino revenue increased by €21.8 million or 17.9% to €143.2 million for the year ended December 31, 2021, compared to €121.5 million for the year ended December 31, 2020; and
•some Head Office costs which were previously provided from outside the Super Group for the year ended December 31, 2021.
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General and Administrative Expenses
| (Euro in thousands) | Super Group | Betway | Spin | Head Office and Other | ||||||||||
| For the year ended December 31, 2021 | ||||||||||||||
| Outsource Costs | 88,859 | 38,680 | 50,180 | (1) | ||||||||||
| Technology and infrastructure costs | 20,198 | 15,509 | 3,077 | 1,612 | ||||||||||
| Other administrative costs | 33,695 | 17,361 | 4,421 | 11,913 | ||||||||||
| General and administrative expenses | 142,752 | 71,550 | 57,678 | 13,524 | ||||||||||
| For the year ended December 31, 2020 | ||||||||||||||
| Outsource Costs | 86,506 | 19,128 | 67,378 | — | ||||||||||
| Technology and infrastructure costs | 9,173 | 8,638 | 534 | 1 | ||||||||||
| Other administrative costs | 18,859 | 11,218 | 3,170 | 4,471 | ||||||||||
| General and administrative expenses | 114,538 | 38,984 | 71,082 | 4,472 | ||||||||||
| 1 | Outsource costs: the support companies show income derived primarily from internal contracts between operating entities for the provision of providing outsourcing functions and is eliminated on consolidation, however due to the fact that not all entities being included in the Group for the full year, there are still amounts that have not eliminated in the current year. | ||||
Our general and administrative expenses increased by €28.2 million or 24.6% for the year ended December 31, 2021, to €142.8 million compared with €114.5 million for the year ended December 31, 2020.
Betway
In the Betway (Pindus, Yakira, Gazelle and Raging River) segment, general and administrative expenditure saw an increase of €32.6 million or 83.5% for the year ended December 31, 2021, to €71.6 million compared with €39 million for the year ended December 31, 2020. Outsource fees increased by €20 million or 102.2% to €38.7 million for the year ended December 31, 2021, partly due to the acquisition of Raging River on January 11, 2021 which added 21.5% to the overall outsource costs value for 2021. It is also due to the fact that both Yakira and Gazelle had 12 month of fees included in the year ended December 31, 2021 in comparison to the 3 months during the year ended December 31, 2020.
Technology and infrastructure costs increased by €6.9 million or 79.5% to €15.5 million for the year ended December 31, 2021, primarily due to:
•the cost of provisioning technology for enabling all staff to work from home due to the COVID-19 pandemic; and
•the move of the entire business to a cloud-based solution to ensure that staff could function in a hybrid working environment.
Spin
In the Spin segment general and administrative expenses decreased by €13.4 million or 18.9% to €57.7 million for the year ended December 31, 2021 compared to €71.1 million for in the year ended December 31, 2020. This decrease is mainly due to the acquisition of the outsourcing companies which provide support and back-office services to entities generating the net gaming revenue. The internal contract creates an outsource fee income, which prior to the acquisitions, was not included in the general and administrative expenses. The Spin segment’s technology and infrastructure costs increased by €2.5 million or 475.1% to €3.1 million for the year ended December 31, 2021 compared to €0.5 million for the year ended December 31, 2020. This is also due to increased strategies to enhance the efficiencies and security around the work force.
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Depreciation and Amortization
Depreciation and amortization expenditure increased by €28.2 million or 50.9% to €83.6 million for the year ended December 31, 2021, compared to €55.4 million the year ended December 31, 2020. This was mainly due to an increase in the amortization of intangible assets such the amortization on the marketing analytical know how and acquired technology as well as an increase in capitalized internally developed software intended for the automation of responsible gaming and anti-money laundering components of customer-facing websites and apps.
Betway
Depreciation and amortization expenditure for Betway segment increased by €24.9 million or 101.3% to €49.5 million for the year ending December 31, 2021, in comparison to €24.6 million for the year ended December 31, 2020. This increase is mainly due to the increase in the amortization of the intangible assets due to the 2020 acquisitions.
Spin
Depreciation and amortization expenditure for Spin segment increased by €2.3 million or 7.5% to €33.1 million for the year ending December 31, 2021, in comparison to €30.8 million for the year ended December 31, 2020. The primary reason for the increase is as a result of increased internally developed assets during 2021.
Finance Expense
Finance expenditure relates primarily to the Betway Segment, which saw a decrease of €4.6 million or 44.4% to €5.7 million in the year ended December 31, 2021, compared with €10.3 million for the year ending December 31, 2020, driven by the novation of a loan facility with Bellerive Global Services Limited on June 30, 2021.
Income Tax Expense/Benefit
Income tax expense/benefit primarily relates to Betway, which moved into a tax benefit position for the year ended December 31, 2021 of €10.6 million, due to the recognition of the deferred tax assets recognized on assessed losses amounting to €26.9 million, offset by the additional tax expenses of €10.6 million with the acquisition of Raging River.
Net Profit
Our total profit for the year ending December 31, 2021, was €235.9 million and €149.2 for the year ending December 31, 2020 which was an increase of €86.7 million or 58.1%. This not only relates to increased revenues, but also a gain on bargain purchases for the new acquisitions in 2021, as well as gains on derivative contracts.
The Betway segment’s profit increased by €51.9 million for the year or 202.6% to €77.5 million for the year ending December 31, 2021, from €25.6 million for the year ended December 31, 2020.
The Spin segment’s profit increased by €53.4 million for the year or 41.7% to €181.4 million for the year ending December 31, 2021, from €128.0 million for the year ended December 31, 2020.
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Non-GAAP Financial Information
EBITDA
This Annual Report on Form 20-F includes EBITDA, which is a non-GAAP company-specific performance measure that we use to supplement our results presented in accordance with IFRS. EBITDA is defined as profit for the year before depreciation, amortization, finance income, finance expense and tax expense/benefit.
Adjusted EBITDA
This Annual Report on Form 20-F also includes Adjusted EBITDA, which is a non-GAAP company-specific performance measure that we use to supplement our results presented in accordance with IFRS. Adjusted EBITDA is defined as profit for the year before depreciation, amortization, impairment, finance income, finance expense, gain on bargain purchase, transaction fees, gain on derivative contracts, share listing expense, foreign exchange on revaluation of warrants and earnouts, change in fair value of warrant and earnout liabilities, recognition of fair value of option, RSU awards granted in connection to the transaction, payroll taxes thereon and tax expense/credit. We believe that Adjusted EBITDA is useful in evaluating our operating performance as it is similar to measures reported by our public competitors and is regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our IFRS results and using Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net profit to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.
The table below presents EBITDA and Adjusted EBITDA reconciled to our profit for the year, the closest IFRS measure, for the periods indicated:
| (Euro in thousands) | For the year ended December 31, 2022 | For the year ended December 31, 2021 | For the year ended December 31, 2020 | ||||||||||||||
| Profit for the year | 182,269 | 235,878 | 149,217 | ||||||||||||||
| Income tax expense/(benefit) | 34,240 | (9,970) | 429 | ||||||||||||||
| Finance income | (2,222) | (1,312) | (257) | ||||||||||||||
| Finance expense | 1,345 | 6,370 | 10,991 | ||||||||||||||
| Depreciation and amortization expense | 66,729 | 83,560 | 55,407 | ||||||||||||||
| EBITDA | 282,361 | 314,526 | 215,787 | ||||||||||||||
| Transaction fees | 22,969 | 7,107 | — | ||||||||||||||
| Gain on derivative contracts | (4,148) | (15,830) | — | ||||||||||||||
| Gain on bargain purchase | — | (16,349) | (34,995) | ||||||||||||||
| Share listing expense | 126,252 | — | — | ||||||||||||||
| Foreign exchange on revaluation of warrants and earnouts | 25,047 | — | — | ||||||||||||||
| Change in fair value of warrant liability | (34,518) | — | — | ||||||||||||||
| Change in fair value of earnout liability | (237,354) | — | — | ||||||||||||||
| Change in fair value of options | (6,292) | — | — | ||||||||||||||
Adjusted RSU expense3 | 24,222 | — | — | ||||||||||||||
| Adjusted EBITDA | 198,539 | 289,454 | 180,792 | ||||||||||||||
3 Adjusted RSU Expense includes an one off RSU expense of €23.1 million and associated payroll taxes of €1.1 million related to awards following the Transaction.
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Net Gaming Revenue
Net Gaming Revenue (“NGR”) is Gross Gaming Revenue (inclusive of both online casino and sports betting) minus bonuses and comps and incentives, minus payments to casino game suppliers in order to fund progressive jackpot network games, and minus value-added tax (“VAT”) and goods and services tax (“GST”) in countries where these taxes are applicable.
NGR is an internal measure used by us as an indicator of our overall performance and for comparison against peers which disclose similar numbers on a regular basis. The value and growth of NGR directly affects our revenue generated from online casino games and sports betting offerings. A number of other operating expenses are correlated with NGR, including cost of fraud, payment processing, “affiliates” marketing and the provision of casino and sports betting products. The same is true to a lesser extent of operating expenses associated with the infrastructure and customer support that is necessary to service customers.
Liquidity and Capital Resources
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Our current working capital needs relate mainly to the monthly cashflow requirements of our direct and marketing expenses and general and administrative expenses. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.
We had €254.8 million in cash and cash equivalents as of December 31, 2022. Restricted cash has increased 87.9 million from 2021 to 2022, which is mainly driven by the increase in draw downs by DGC in 2022 on the facility to which we have provided a financial guarantee. We cannot guarantee that our available cash resources will be sufficient to meet our liquidity needs. We may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions or competitive pressures. We believe that our current cash and cash equivalents will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months from the date of issuance of our Consolidated Financial Statements. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the required financing is not available, or if the terms of financing are less desirable than expected, we may be forced to decrease our level of investment in new market launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects.
Cash Flows
The following table summarizes our cash flows for the periods indicated.
For the year ended December 31, 2022 | For the year ended December 31, 2021 | For the year ended December 31, 2020 | |||||||||||||||
| Net cash flows from operating activities | 166,836 | 209,853 | 151,325 | ||||||||||||||
| Net cash flows used in investing activities | (96,523) | (18,160) | (5,838) | ||||||||||||||
| Net cash flows used in financing activities | (103,179) | (39,763) | (81,088) | ||||||||||||||
| (Decrease)/increase in cash and cash equivalents | (32,866) | 151,930 | 64,399 | ||||||||||||||
| Cash and cash equivalents at end of the year | 254,778 | 293,798 | 138,540 | ||||||||||||||
Operating Activities
Net cash generated by operating activities decreased by €43.0 million for the year ended December 31, 2022, to €166.8 million, compared to €209.9 million for the year ended December 31, 2021.
Cash generated from operating activities declined as a result of the reduction in profit for the year of €53.6 million from 2022 to 2021, adjusted for non-cash operating activities, which decreased by €64.1 million. This reduction was offset by positive impact from an increase in working capital of €66.0 million from 2022 to 2021. This included cash receipts from trade and other receivables of €66.2 million, driven by the decrease in outstanding processor receivables as a result of increased efficiency in the recovery of aged balances and reduced days outstanding, as well as the receipts of outstanding receivables for brand license fees and sponsorship and brand costs from license partners.
Operating cash also declined as a result of corporate tax net outflows of €8.1 million.
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Cash generated by operating activities for the year ended December 31, 2020, included 12 months for Pindus and Fengari, three months for Yakira and Gazelle, and nine and a half months for SG Media (formally Pelion), compared with 12 months for all entities as well as the acquisition of Raging River and the Support Companies in the year ended December 31, 2021. Both years ended December 31, 2020 and 2021 were also impacted by multiple acquisitions partially offset by higher costs.
Net cash generated by operating activities was €151.3 million for the year ended December 31, 2020 and was €209.9 million for the year ended December 31, 2021, an increase of €58.6 million.
For the year ended December 31, 2021, the increase in cash was mainly driven by the increase in consolidated profit for the year from €149.2 million for the year ended December 31, 2020, to a profit of €235.9 million for the year ended December 31, 2021.
Cash generated by operating activities improved as a result of the higher profitability, however was negatively impacted by a decrease in cash receipts from trade and other receivables of €19.2 million, driven by the increase in outstanding processing receivables which is driven by the increase in profitability as at year ended December 31, 2021 as well as an increase in the outstanding receivable for the brand licenses fees and outstanding recovery of the sponsorship and brand costs from license partners. Further impact of cash under operating activities was the decrease in trade and other payables of €37.0 million driven by the impact of acquisitions throughout the year.
Investing Activities
Net cash used in investing activities increased by €78.4 million for the year ended December 31, 2022, to €96.5 million, compared to €18.2 million for the year ended December 31, 2021.
For the year ended December 31, 2022, cash used in investing activities largely comprised an increase in the restricted cash guarantee of €79.3 million provided on DGC's borrowing facility to assist with the expansion into the USA markets; the issuance of loans of €22.0 million to Apricot Investments for technology enhancements and a further loan issued to an external company, acquisitions of intangible assets of €21.2 million, mainly for the payment of internally developed assets. This was partially offset by business acquisitions, net of cash to the value of €7.3 million, relating predominantly to Verno, the settlement of derivative contracts of €17.1 million, and the settlement of loans amounting to €8.5 million.
Net cash used in investing activities amounted to €18.2 million for the year ended December 31, 2021, compared with net cash used in investing activities in the amount of €5.8 million for the year ended December 31, 2020.
For the year ended December 31, 2021, the cash used was primarily driven by receipts from loans of €34.3 million from Bellerive and the acquisitions during 2021 increased the cash by €19.8 million where the cash acquired was more than the cash consideration paid, offset by acquisitions of intangible assets, mainly for the payment of internally developed assets, of €23.6 million, the increase in regulatory deposits of €5.7 million predominantly for the guarantee in Germany, as well as an increase in restricted cash of €40.8 million for the facility provided to DGC to assist with the expansion into the USA markets. For the year ended December 31, 2020, the net cash used in investing activities of €5.8 million was primarily driven by cash acquired of €29.8 million through the multiple business combinations, reduced by €23.9 million of surplus funds loaned out and €10.1 million purchase of intangible assets.
Financing Activities
Net cash from financing activities reduced total cash by €103.2 million for the year ended December 31, 2022, mainly due to a share repurchase of €224.3 million, the cash payment for deferred consideration of €13.2 million, the repayment of interest-bearing loans of €26.7 million, predominantly offset by the proceeds from shares issued net of transaction costs of €170.6 million.
Net cash from financing activities reduced total cash by €39.8 million for the year ended December 31, 2021, mainly due to the cash payment for deferred consideration of €4.1 million, the repayment of interest-bearing loans of €24.6 million, and a share repurchase of €10.7 million.
Net cash from financing activities reduced total cash by €81.1 million for the year ended December 31, 2020 , mainly due to cash payment for deferred consideration of €66.0 million, repayment of interest-bearing loans of €15.8 million, and dividends paid of €10.0 million.
Interest-bearing loans are loans held with Bellerive Global Services Limited utilized for further investment into the growth of the Group through brand and other marketing strategies. These loans were converted to equity by a share issue on June 30, 2021.
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Critical Accounting Estimates and Judgments
The preparation of financial statements under IFRS requires us to make estimates and judgments that affect the application of policies and reported amounts. Estimates and judgments are continually evaluated along with other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Although these estimates and judgements we made were based on the best information available at December 31, 2022, it is possible that events which might take place in the future would require their adjustment in future periods.
Included in note 3 to our Consolidated Financial Statements included elsewhere in this Annual Report are the areas that we believe require estimates, judgments and assumptions which have the most significant effect on the amounts recognized in the financial statements.
Recently Adopted and Issued Accounting Pronouncements
Recently issued and adopted accounting pronouncements are described in Note 2.2 – Recent accounting pronouncements, to our Consolidated financial statements included elsewhere in this Annual Report.
Quantitative and Qualitative Disclosures about Market Risk
We have in the past, and may in the future, be exposed to certain market risks, including interest rate, foreign currency exchange and financial instrument risks, in the ordinary course of business. Our exposure to interest rate and financial instruments risk was not material as of December 31, 2022. See Note 19 to our Consolidated Financial Statements included elsewhere in this Annual Report.
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| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | ||||
| A. | Directors and Executive Officers | ||||
Our directors and executive officers, including their ages and positions with our company, are as follows:
| Name | Age | Position | ||||||
| Neal Menashe | 51 | Chief Executive Officer and Director | ||||||
| Alinda Van Wyk | 47 | Chief Financial Officer and Director | ||||||
| Richard Hasson | 43 | President, Chief Operating Officer and Director | ||||||
| Eric Grubman | 65 | Director, Chairman | ||||||
| John Collins | 61 | Director | ||||||
| Robert James Dutnall | 70 | Director | ||||||
| John Le Poidevin | 52 | Director | ||||||
| Natara Holloway | 46 | Director | ||||||
| Jonathan Jossel | 39 | Director | ||||||
Neal Menashe has served as our Chief Executive Officer and a member of our board of directors since our formation in January 2021 and served as the Chief Executive Officer and member of the board of directors of our operating subsidiary SGHC Limited from its formation through the closing of the Business Combination. In 2001, Mr. Menashe co-founded Win Technologies, which is now a subsidiary of our company. Mr. Menashe holds a Bachelor of Commerce in Accounting from University of Cape Town and a Bachelor of Accounting Sciences (Honors) from University of South Africa, and qualified as a Chartered Accountant in 1998 after serving with Arthur Andersen in Johannesburg, South Africa. Mr. Menashe’s qualifications to serve on our Board include his two decades of experience within the gaming sector and knowledge of our business and industry.
Alinda Van Wyk has served as our Chief Financial Officer and a member of our board of directors since our formation in January 2021 and served as the Chief Financial Officer and member of the board of directors of our operating subsidiary SGHC Limited from its formation through the closing of the Business Combination. Ms. Van Wyk joined a predecessor company of SGHC in 2000 as a Financial Controller, becoming Group Head of Finance in 2007 and thereafter Group Finance Director. Ms. Van Wyk holds a Bachelor of Commerce (Honors) in Accounting Sciences from the University of Stellenbosch Business School and is accredited ACMA, CGMA by the Chartered Institute of Management Accountants. Ms. Van Wyk’s qualifications to serve on our Board include her more than 20 years of experience within the online gaming industry and her extensive experience with the management and oversight of complex financial reporting and auditing systems.
Richard Hasson has served as our President and Chief Operating Officer and a member of our board of directors since our formation in January 2021 and served as the President and Chief Operating Officer and member of the board of directors of our operating subsidiary SGHC Limited from its formation in 2020 through the closing of the Business Combination. Prior to joining SGHC, Mr. Hasson was Commercial Director of Win Technologies. Mr. Hasson previously worked in the investment banking division of Goldman Sachs and qualified as a chartered accountant at KPMG. Mr. Hasson received his M.B.A. from London Business School and his Bachelor of Business Science from the University of Cape Town. Mr. Hasson’s qualifications to serve on our Board include his extensive experience and knowledge of our business and industry.
Eric Grubman had served as a member of our board of directors since January 2022, having previously served as Chairman and Chief Financial Officer of Sports Entertainment Acquisition Holdings LLC (“SEAH”) from October 2020 until the closing of the Business Acquisition. Mr. Grubman served as Chairman of the Board of On Location Experiences, a premium experiential hospitality business from April 2018 to January 2020. From 2004 until 2018, Mr. Grubman served in various roles with the National Football League ("NFL"), including leadership roles in Finance and Business Operations. He most recently served as an Executive Vice President leading special projects, including the sales of NFL teams, franchise relocations, construction of stadiums and was heavily involved with managing relationships with NFL Owners. Prior to the NFL, Mr. Grubman served as Co-President at Constellation Energy Group, an energy company that provides electric power, natural gas, and energy management services, from 1999 to 2002. Prior to his role with Constellation, Mr. Grubman served in various roles at Goldman Sachs, including as Partner and co-head of the Energy Group. Mr. Grubman earned a bachelor’s degree in economics from the United States Naval Academy and an M.B.A. from Harvard Business School. Mr. Grubman’s qualifications to serve on our Board include his years of executive experience working with professional sports leagues.
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John Collins has as a member of our board of directors since January 2022, having previously served as Chief Executive Officer of SEAC from September 2020 until the closing of the Business Acquisition. Mr. Collins served as the Chief Executive Officer of On Location Experiences from 2015 until January 2020 and served as Chief Operating Officer of the National Hockey League (NHL) from 2008 until 2015, after previously serving as its Senior Executive Vice President of Business and Media from 2006 until 2008. Prior to his roles with the NHL, Mr. Collins was President and Chief Executive Officer of the Cleveland Browns NFL team from 2004 until 2006. Earlier in his career, Mr. Collins served in numerous roles at the NFL, including as Senior Vice President of Marketing, Sales and Programming. Mr. Collins earned a bachelor’s degree from the C.W. Post Campus at Long Island University. Mr. Collins’ qualifications to serve on our Board include his experience in sports, media, entertainment and marketing.
Robert James Dutnall has served as a member of our board of directors since our formation in January 2021, having served as an advisor to our operating subsidiary SGHC Limited since 2012. Mr. Dutnall joined the Betway Group in 2012, playing a key role in structuring the company as it is today, with a focus on developing the sports betting business. Prior to this role, Mr. Dutnall spent seven years with listed online gambling company, Sportingbet plc, including five years as managing director of its European business. Mr. Dutnall previously held senior finance and general management positions with a number of industrial and consumer companies, including Invensys and Unigate. Mr. Dutnall’s qualifications to serve on our Board include his extensive experience in the gaming and entertainment industry.
John Le Poidevin has served a member of our board of directors since our formation in January 2021, having served as a director of our subsidiary SGHC Limited since November 2020. Mr. Le Poidevin is a Fellow of the Institute of Chartered Accountants in England and Wales and a former audit partner of BDO LLP in London. Mr. Le Poidevin has served as a non-executive director and audit committee chair across a range of different businesses, including Market Tech Holdings Limited from 2014 to 2017, Safecharge International Group Limited from 2014 to 2019 and Stride Gaming Plc from 2015 to 2019. Mr. Le Poidevin is currently a non-executive director at a number of companies, including International Public Partnerships Limited, BH Macro Limited and TwentyFour Income Fund Limited, all of which are listed on the main market of the London Stock Exchange. Mr. Le Poidevin’s qualifications to serve on our Board include his experience across the online gaming, leisure and retail sectors in the U.K., European and global markets.
Natara Holloway Branch has served as a member of our board of directors since May 2022. Mrs. Holloway Branch served on the board of directors of SEAH and as the chair of its Audit Committee prior to its business combination with Super Group. She currently serves on the board of directors and as the chair of the Audit Committee of the publicly held company bleuacacia ltd. Mrs. Holloway Branch has served in various management positions for the NFL since 2004, most recently serving as the Vice President of Football Business Operations and Strategy overseeing emerging football innovation, strategy, administration and football pipeline development from April 2019 to May 2022. Previously, Mrs. Holloway Branch served as the NFL’s Vice President of Youth & High School Football Strategy, Vice President of Brand, Marketing and Retail Development for Consumer Products, and Vice President of Corporate Development - New Business Development. Prior to joining the NFL, Mrs. Holloway Branch served in the Controller’s Group at ExxonMobil from 1998 to 2004. Mrs. Holloway Branch earned a bachelor’s degree in accounting from the University of Houston. She currently serves on the Advisory Board for the University of Houston Bauer School of Business and has served on the University of Houston’s Power Athletics Task Force. Mrs. Holloway Branch’s qualifications to serve on our Board include her experience and management within strategy, innovation, business development, accounting and audit functions specific to the sports and entertainment industry.
Jonathan Jossel has served as a member of our board of directors since May 2022. Mr. Jossel has served as the Chief Executive Officer of the Plaza Hotel & Casino since 2014, overseeing day-to-day operations as well as undertaking several large-scale renovation projects. From 2007 to 2014, Mr. Jossel served in management roles with Tamares Group, a real estate firm, overseeing the Tamares real estate portfolio in Las Vegas, Nevada. Mr. Jossel is an active member of the Fremont East Entertainment District board of directors, the Downtown Vegas Alliance, and the Nevada Resort Association. He earned a Business Commerce degree from the University of Birmingham in the United Kingdom. Mr. Jossel’s qualifications to serve on our Board include his experience in rebuilding the Plaza’s brand over the last 15 years.
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| B. | Compensation | ||||
Historical Executive Officer and Director Compensation
The amount of compensation paid, and benefits in kind granted, to our executive officers and directors for the year ended December 31, 2022 was $4.7 million. We are providing disclosure on an aggregate basis, as disclosure of compensation on an individual basis is not required in our home country and will not be otherwise publicly disclosed by us. The compensation for the year-ended December 31, 2021 represents that of the executive officers and directors of SGHC Limited, the accounting predecessor prior to the reorganization discussed elsewhere in this Annual Report.
Historical Compensation of Super Group’s Executive Officers for the year ended December 31, 2022:
(U.S. dollars)(1) | All executive officers | ||||
Base compensation(2) | $ | 3,975,000 | |||
| Bonuses | $ | 700,000 | |||
| Total cash compensation | $ | 4,675,000 | |||
| (1) | Amounts payable in pound sterling have been converted into U.S. dollars using the calendar year 2022 annual exchange rate of £1.00 to USD$1.2377 | ||||
| (2) | Base compensation represents the actual salary amounts paid to executive officers in 2022 | ||||
Historical Compensation of SGHC’s Directors for the year ended December 31, 2021:
(U.S. dollars)(1) | All executive officers | ||||
Base compensation(2) | $ | 2,311,176 | |||
| Bonuses | — | ||||
| Additional benefit payments | — | ||||
| Total cash compensation | 2,311,176 | ||||
| (1) | Amounts payable in pound sterling have been converted into U.S. dollars using the calendar year 2021 annual exchange rate of £1.00 to $1.3757. | ||||
| (2) | Base compensation represents the actual salary amounts paid to directors in 2021 | ||||
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Executive Officer and Director Compensation
Our compensation committee is responsible for making all determinations with respect to our executive compensation programs and the compensation of our executive officers. The compensation committee has the authority to retain, compensate and disengage an independent compensation consultant and any other advisors necessary to assist in its evaluation of executive compensation, and the compensation committee works with such advisors to evaluate the compensation of our Chief Executive Officer and our other executive officers and our non-management directors, as well as to develop and implement our compensation philosophy and programs as a public company. None of our executive officers serve as a member of the compensation committee or are otherwise responsible for the compensation committee’s decisions, but our Chief Executive Officer and Chief Financial Officer are involved with compensation decisions by providing insight and recommendations to the compensation committee regarding compensation for executive officers other than themselves.
Director Compensation
Non-employee directors were granted RSUs based upon each individual’s service contract, which provides for a specific value, granted per year for the duration of a fixed term contract. The value of the grant is converted to USD at the closing exchange rate on November 15 of that year (the “Valuation Date”), and the number of RSUs is calculated using the 50-day moving average price at the Valuation Date. RSUs when granted will vest over three years based on continued service at the date of vesting.
2021 Equity Incentive Plan
In December 2021, our board of directors approved, and, our shareholders considered and approved, the 2021 Equity Incentive Plan (the “2021 EIP”).
The material terms of the 2021 EIP are summarized below.
Eligibility and administration
Our employees and directors, who are also our employees, and employees of our subsidiaries are eligible to receive awards under the 2021 EIP. Our consultants and directors, who are not employees, and those of our subsidiaries, are eligible to receive awards under the Non-Employee Sub-Plan to the 2021 EIP described below. Persons eligible to receive awards under the 2021 EIP (including the Non-Employee Sub-Plan) are together referred to as service providers below. Except as otherwise specified, references below to the 2021 EIP include the Non-Employee Sub-Plan.
The 2021 EIP is administered by our board of directors, which may delegate its duties and responsibilities to one or more committees of our directors and/or officers, subject to certain limitations imposed under the 2021 EIP, and other applicable laws and stock exchange rules. Our board of directors has delegated administration of the 2021 EIP to the compensation committee of our board of directors, but may, at any time, revest in itself some or all of the powers previously delegated to the compensation committee. Our board of directors and the compensation committee are each considered to be a “Plan Administrator” as such term in used herein. The Plan Administrator has the authority to take all actions and make all determinations under the 2021 EIP, to approve the forms of award agreements for use under the 2021 EIP, to interpret the 2021 EIP and award agreements and to adopt, amend and repeal rules for the administration of the 2021 EIP as it deems advisable. The Plan Administrator also has the authority to determine which eligible service providers receive awards, grant awards, and set the terms and conditions of all awards under the 2021 EIP, subject to the conditions and limitations in the 2021 EIP.
Shares available for awards
Subject to adjustment for certain changes in our capitalization, the maximum number of ordinary shares (the “Share Reserve”), that may be issued under the 2021 EIP was initially 43,312,150 ordinary shares. No more than 43,312,150 ordinary shares may be issued under the 2021 EIP upon the exercise of incentive share options (“ISOs”). In addition, the Share Reserve will automatically increase on January 1 of each year, commencing on January 1, 2023 and ending on (and including) January 1, 2031, in an amount equal to 3% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year. Our board may act prior to January 1 of a given year to provide that there will be no increase for such year or that the increase for such year will be a lesser (but not greater) number of ordinary shares. Ordinary shares issued under the 2021 EIP will be new shares.
If an award under the 2021 EIP, expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, cancelled without having been fully exercised or forfeited, any unused shares subject to the award will, as applicable, again become available for issuance under the 2021
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Awards granted under the 2021 EIP in substitution for any options or other equity or equity-based awards granted by an entity before the entity’s merger or consolidation with us or our acquisition of the entity’s property or stock will not reduce the Share Reserve, except that ordinary shares acquired by exercise of substitute ISOs will count against the maximum number of ordinary shares that may be issued upon the exercise of ISOs.
Awards
The 2021 EIP provides for the grant of market value options, market value share appreciation rights (“SARs”), restricted shares, restricted share units (“RSUs”), and other share-based awards. All awards under the 2021 EIP will be set forth in award agreements, which will detail the terms and conditions of awards, consistent with and subject to the terms and conditions of the 2021 EIP. A brief description of each award type follows.
Options and SARs. Options provide for the purchase of ordinary shares in the future at an exercise price set by the Plan Administrator in accordance with applicable law and, in respect of service providers who are subject to tax in the United States, shall also not be less than the market value of an ordinary share on the grant date, except if such award is granted pursuant to an assumption of or substitution for another option of SAR pursuant to the 2021 EIP. SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The Plan Administrator will determine the number of shares covered by each option and SAR, the exercise price of each option and SAR and the conditions and limitations applicable to the exercise of each option and SAR.
Restricted shares and RSUs. Restricted shares are an award of non-transferable ordinary shares that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. RSUs are contractual promises to deliver our ordinary shares in the future, which may also remain forfeitable unless and until specified vesting, issuance and forfeiture conditions are met. The Plan Administrator may provide that the delivery of the shares underlying RSUs will be deferred, on a mandatory basis or at the service provider’s election. The terms and conditions applicable to restricted shares and RSUs will be determined by the Plan Administrator, subject to the conditions and limitations contained in the 2021 EIP.
Other share-based awards. Other share-based awards are awards of fully vested ordinary shares and other awards valued wholly or partially by referring to, or otherwise based on, our ordinary shares or other property. Other share-based awards may be granted to service providers, including awards entitling service providers to receive shares to be delivered in the future and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a service provider is otherwise entitled. The Plan Administrator will determine the terms and conditions of other share-based awards, which may include any purchase price, performance goal, transfer restrictions and vesting conditions, which will be set forth in the applicable award agreement.
Performance criteria
The Plan Administrator may set performance goals in respect of any awards in its discretion.
Certain transactions
In connection with certain corporate transactions and events affecting our ordinary shares, including a change of control or another similar corporate transaction or event, the Plan Administrator has broad discretion to take action under the 2021 EIP. This includes cancelling awards for cash or other property, accelerating the vesting and, to the extent applicable, the exercise of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted under the 2021 EIP and replacing or terminating awards under the 2021 EIP. In addition, in the event of certain equity restructuring transactions, the Plan Administrator will make equitable adjustments to the limits under the 2021 EIP and outstanding awards as it deems appropriate to reflect the transaction.
Plan amendment and termination
Our board of directors may amend, suspend or terminate the 2021 EIP at any time; however, no amendment, suspension or termination may be made which materially adversely affects an award outstanding under the 2021 EIP without the consent of the affected service provider and shareholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. The 2021 EIP will remain in effect until the tenth anniversary of its effective date unless earlier terminated by our board of directors. No awards may be granted under the 2021 EIP after its termination, but awards previously granted may extend beyond that date in accordance with the 2021 EIP.
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Transferability and service provider payments
Except as the Plan Administrator may determine or provide in an award agreement, awards under the 2021 EIP are generally nontransferable, except to a service provider’s designated beneficiary, as defined in the 2021 EIP. With regard to tax and/or social security withholding obligations arising in connection with awards under the 2021 EIP, and exercise price obligations arising in connection with the exercise of options under the 2021 EIP, the Plan Administrator may, in its discretion, accept cash, wire transfer or check, our ordinary shares that meet specified conditions, set off against other amounts owed to a service provider, a “market sell order”, or such other consideration as the Plan Administrator deems suitable or any combination of the foregoing.
Non-U.S. and Non-U.K. service providers
The Plan Administrator may modify awards granted to service providers who are non-U.S. or non-U.K. nationals or employed outside the U.S. and the U.K. or establish sub-plans or procedures to address differences in laws, rules, regulations or customs of such international jurisdictions with respect to tax, securities, currency, employee benefit or other matters or to enable awards to be granted in compliance with any tax favorable regime that may be available in any jurisdiction as may be necessary or appropriate in the Plan Administrator’s discretion.
Non-Employee Sub-Plan
The Non-Employee Sub-Plan governs equity awards granted to our non-executive directors, consultants, advisers and other non-employee service providers and provides for awards to be made on identical terms to awards made under the 2021 EIP.
Certain U.S. Federal Income Tax Aspects of Awards Under the 2021 EIP
This is a summary of the federal income tax aspects of awards that may be made under the 2021 EIP based on existing U.S. federal income tax laws. This summary provides only the basic tax rules. It does not describe a number of special tax rules, including the alternative minimum tax and various elections that may be applicable under certain circumstances. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it reflect the tax consequences of a holder’s death. The tax consequences of awards under the 2021 EIP depend upon the type of award.
Incentive Stock Options. The recipient of an ISO generally will not be taxed upon grant of the option. Federal income taxes are generally imposed only when the ordinary shares from exercised ISOs are disposed of, by sale or otherwise. If the ISO recipient does not sell or dispose of the ordinary shares until more than one year after the receipt of the shares and two years after the option was granted, then, upon sale or disposition of the shares, the difference between the exercise price and the market value of the ordinary shares as of the date of exercise will be treated as a long-term capital gain, and not ordinary income. If a recipient fails to hold the shares for the minimum required time the recipient will recognize ordinary income in the year of disposition generally in an amount equal to any excess of the market value of the ordinary shares on the date of exercise (or, if less, the amount realized or disposition of the shares) over the exercise price paid for the shares. Any further gain (or loss) realized by the recipient generally will be taxed as short-term or long-term gain (or loss) depending on the holding period. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient.
Non statutory Stock Options. The recipient of an NSO generally will not be taxed upon the grant of the option. Federal income taxes are generally due from a recipient of NSOs when the options are exercised. The excess of the fair market value of the ordinary shares purchased on such date over the exercise price of the option is taxed as ordinary income. Thereafter, the tax basis for the acquired shares is equal to the amount paid for the shares plus the amount of ordinary income recognized by the recipient. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the option recipient by reason of the exercise of the option.
Other Awards. Recipients who receive restricted share unit awards will generally recognize ordinary income when they receive shares upon settlement of the awards in an amount equal to the fair market value of the shares at that time. Recipients who receive awards of restricted shares subject to a vesting requirement will generally recognize ordinary income at the time vesting occurs in an amount equal to the fair market value of the shares at that time minus the amount, if any, paid for the shares. However, a recipient who receives restricted shares which are not vested may, within 30 days of the date the shares are transferred, elect in accordance with Section 83(b) of the Code to recognize ordinary compensation income at the time of transfer of the shares rather than upon the vesting dates. Recipients who receive stock appreciation rights will generally recognize ordinary income upon exercise in an amount equal to the excess of the fair market value of the underlying ordinary shares on the exercise date over the exercise price. We will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the recipient.
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2021 Employee Stock Purchase Plan
In December 2021, our board of directors adopted, and our shareholders considered and approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”).
The material terms of the 2021 ESPP are summarized below.
Administration
Our board of directors has the power to administer the 2021 ESPP and may also delegate administration of the 2021 ESPP to a committee comprised of one or more members of our board of directors. Our board of directors has delegated administration of the 2021 ESPP to the compensation committee of our board of directors, but may, at any time, revest in itself some or all of the powers previously delegated to the compensation committee. Our board of directors and the compensation committee are each considered to be a Plan Administrator as such term in used herein. The Plan Administrator has the final power to construe and interpret both the 2021 ESPP and the rights granted under it. The Plan Administrator has the power, subject to the provisions of the 2021 ESPP, to determine when and how rights to purchase our ordinary shares will be granted, the provisions of each offering of such rights (which need not be identical), and whether employees of any of our parent or subsidiary companies will be eligible to participate in the 2021 ESPP.
Ordinary Shares Subject to 2021 ESPP
Subject to adjustment for certain changes in our capitalization, the maximum number of ordinary shares that may be issued under the 2021 ESPP was initially 4,812,460 ordinary shares. In addition, the number of ordinary shares reserved for issuance under the 2021 ESPP will automatically increase on January 1 of each year, commencing on January 1, 2021 and ending on (and including) January 1, 2031, in an amount equal to the lesser of 1% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year or 7 million ordinary shares (but in no event shall more than 63 million ordinary shares in the aggregate be issued under the 2021 ESPP). Our board may act prior to January 1 of a given year to provide that there will be no increase for such year or that the increase for such year will be a lesser number of ordinary shares. If any rights granted under the 2021 ESPP terminate without being exercised in full, the ordinary shares not purchased under such rights will again become available for issuance under the 2021 ESPP. The ordinary shares issuable under the 2021 ESPP will be new shares.
Offerings
The 2021 ESPP will be implemented by offerings of rights to purchase ordinary shares to all eligible employees. The Plan Administrator will determine the duration of each offering period, provided that in no event may an offering period exceed 27 months beginning with the first day of the offering period. The Plan Administrator may establish separate offerings which vary in terms (although not inconsistent with the provisions of the 2021 ESPP or the requirements of applicable laws). Each offering period may have one or more purchase dates, as determined by the Plan Administrator prior to the commencement of the offering period. The Plan Administrator has the authority to alter the terms of an offering prior to the commencement of the offering period, including the duration of subsequent offering periods. When an eligible employee elects to join an offering period, he or she is granted a right to purchase ordinary shares on each purchase date within the offering period. On the purchase date, all contributions collected from the eligible employees are automatically applied to the purchase of ordinary shares, subject to certain limitations (which are described further below under “Eligibility”).
The Plan Administrator has the discretion to structure an offering so that if the fair market value of ordinary shares on the first trading day of a new purchase period within the offering period is less than or equal to the fair market value of ordinary shares on the first day of the offering period, then that offering will terminate immediately as of that first trading day, and the eligible employees in such terminated offering will be automatically enrolled in a new offering beginning on the first trading day of such new purchase period.
Eligibility
Any individual who is employed by us (or by any of our parent or subsidiary companies if such company is designated by the Plan Administrator as eligible to participate in the 2021 ESPP) may participate in offerings under the 2021 ESPP, provided such individual has been employed by us (or our parent or subsidiary, if applicable) for such continuous period preceding the first day of the offering period as the Plan Administrator may require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, subject to applicable law, the Plan Administrator may provide that an employee will not be eligible to be granted purchase rights under the 2021 ESPP unless such employee is customarily employed for more than 20 hours per week and more than five months per calendar year or such other criteria as the board of directors may determine consistent with Section 423 of the Code (to the extent applicable) and applicable law. The Plan Administrator may also provide in any offering that certain of our employees who are “highly compensated” as defined in Section 423(b)(4)(D) of the Code are not eligible to participate in the 2021 ESPP.
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No employee will be eligible to participate in the 2021 ESPP if, immediately after the grant of purchase rights, the employee would own, directly or indirectly, shares possessing 5% or more of the total combined voting power or value of all classes of our shares or of any of our parent or subsidiary companies, including any shares which such employee may purchase under all outstanding purchase rights and options. In addition, no employee may purchase more than $25,000 worth of our ordinary shares (determined based on the fair market value of the shares at the time such rights are granted and which, with respect to the 2021 ESPP, will be determined as of the first day of the respective offering periods) under all our employee share purchase plans and any employee share purchase plans of our parent or subsidiary companies for each calendar year during which such rights are outstanding.
Participation in the 2021 ESPP
An eligible employee may enroll in the 2021 ESPP by delivering to us, prior to the date selected by the Plan Administrator as the beginning of an offering period, an agreement authorizing contributions which may not exceed the maximum amount specified by the Plan Administrator, but in any case which may not exceed 15% of such employee’s earnings during the offering period or such shorter period within such period as the Plan Administrator determines for a particular offering. Each eligible employee will be granted a separate purchase right for each offering in which he or she participates. Unless an eligible employee’s participation is discontinued, his or her purchase right will be exercised automatically at the end of each purchase period at the applicable purchase price.
Purchase Price
The purchase price per share at which our ordinary shares are sold on each purchase date during an offering period will not be less than the lower of (i) 85% of the fair market value of an ordinary share on the first day of the offering period or (ii) 85% of the fair market value of an ordinary share on the purchase date.
Payment of Purchase Price; Payroll Deductions
The purchase of shares during an offering period may be funded by an eligible employee’s payroll deductions accumulated during the offering period if such eligible employee elects to authorize such payroll deductions as the means of making contributions by completing and delivering to us, within the time specified, an enrollment form provided by us. An eligible employee may change his or her rate of contributions, as determined by the Plan Administrator in the offering. All contributions made for an eligible employee are credited to his or her account under the 2021 ESPP and deposited with our general funds.
Purchase Limits
In connection with each offering made under the 2021 ESPP, the Plan Administrator may specify (i) a maximum number of ordinary shares that may be purchased by any eligible employee pursuant to such offering, (ii) a maximum number of ordinary shares that may be purchased by any eligible employee on any purchase date pursuant to such offering, (iii) a maximum aggregate number of ordinary shares that may be purchased by all eligible employees pursuant to such offering, and/or (iv) a maximum aggregate number of ordinary shares that may be purchased by all eligible employees on any purchase date pursuant to such offering. If the aggregate purchase ordinary shares issuable upon exercise of purchase rights granted under such offering would exceed any such maximum aggregate number, then the Plan Administrator will make a pro rata allocation of available shares in a uniform and equitable manner.
Withdrawal
Eligible employees may cease making contributions and withdraw from a given offering by delivering a withdrawal form to us and terminating their contributions. Such withdrawal may be elected at any time prior to the end of an offering, except as otherwise provided by the Plan Administrator. Upon such withdrawal, we will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s right to participate in that offering will terminate. However, an employee’s withdrawal from an offering does not affect such eligible employee’s eligibility to participate in subsequent offerings under the 2021 ESPP, provided that such eligible employee will be required to deliver a new enrollment form to participate in subsequent offerings.
Termination of Employment
An eligible employee’s rights under any offering under the 2021 ESPP will terminate immediately if the participant either (i) is no longer employed by us or any of our parent or subsidiary companies (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. In such event, we will distribute to the eligible employee his or her accumulated but unused contributions without interest.
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Restrictions on Transfer
Rights granted under the 2021 ESPP are not transferable except by will, by the laws of descent and distribution, or if permitted by us, by a beneficiary designation. During a participant’s lifetime, such rights may only be exercised by the eligible employee.
Changes in Capitalization
In the event of certain changes in our share capitalization, the Plan Administrator will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the 2021 ESPP; (ii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding purchase rights; and (iii) the class(es) and number of securities that are the subject of any purchase limits under each ongoing offering.
Effect of Certain Corporate Transactions
In the event of a corporate transaction (as defined in the 2021 ESPP and described below), (i) any surviving or acquiring company (or its parent company) may assume or continue outstanding purchase rights granted under the 2021 ESPP or may substitute similar rights (including a right to acquire the same consideration paid to the shareholders in the corporate transaction) for such outstanding purchase rights, or (ii) if any surviving or acquiring company (or its parent company) does not assume or continue such outstanding purchase rights or does not substitute similar rights for such outstanding purchase rights, then the eligible employees’ accumulated contributions will be used to purchase ordinary shares within ten business days prior to the corporate transaction under such purchase rights, and such purchase rights will terminate immediately after such purchase.
For purposes of the 2021 ESPP, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of the consolidated assets; or (ii) a takeover (including a change of control) as further defined in the 2021 ESPP.
Non-U.S. Eligible Employees
The Plan Administrator may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the 2021 ESPP by eligible employees who are residents of or employed outside the United States.
Duration, Amendment and Termination
The Plan Administrator may amend, suspend or terminate the 2021 ESPP at any time. However, except in regard to certain capitalization adjustments, any such amendment must be approved by our shareholders if such approval is required by applicable law or listing requirements.
Any outstanding purchase rights granted before an amendment of the 2021 ESPP will not be materially impaired by any such amendment or termination, except (i) with the consent of the employee to whom such purchase rights were granted, (ii) as necessary to comply with applicable laws, listing requirements or governmental regulations (including Section 423 of the Code), or (iii) as necessary to obtain or maintain favorable tax, listing or regulatory treatment.
Notwithstanding anything in the 2021 ESPP or any offering document to the contrary, the Plan Administrator will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars; (ii) permit contributions in excess of the amount designated by an eligible employee in order to adjust for mistakes in the processing of properly completed contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of ordinary shares for each eligible employee properly correspond with amounts withheld from the eligible employee’s contributions; (iv) amend any outstanding purchase rights or clarify any ambiguities regarding the terms of any offering to enable such purchase rights to qualify under and/or comply with Section 423 of the Code; and (v) establish other limitations or procedures as the Plan Administrator determines in its sole discretion advisable that are consistent with the 2021 ESPP. Any such actions by the Plan Administrator will not be considered to alter or impair any purchase rights granted under an offering as they are part of the initial terms of each offering and the purchase rights granted under each offering.
New Plan Benefits
Participation in the 2021 ESPP is voluntary and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the 2021 ESPP. In addition, our board of directors and the compensation committee of our board of directors have not granted any purchase rights under the 2021 ESPP that are subject to shareholder approval. Accordingly, the benefits or amounts that will be received by or allocated to our executive officers and other employees under the 2021 ESPP, as well as the benefits or amounts which would have been received by or allocated to our executive officers and other employees for our current financial year if the 2021 ESPP had been in effect, are not determinable. Our non-executive directors will not be eligible to participate in the 2021 ESPP.
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Certain Federal Income Tax Consequences of Participating in the ESPP
The following summary of the effect of U.S. federal income taxation upon the participant and us with respect to the shares purchased under the ESPP does not purport to be complete and does not discuss the tax consequences of a participant’s death or the income tax laws of any state or non-U.S. jurisdiction in which the participant may reside.
The ESPP, and the right of U.S. participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant generally will be subject to tax in an amount that depends upon whether the sale occurs before or after expiration of the holding periods described in the following sentence. If the shares are sold or otherwise disposed of more than two years from the first day of the applicable offering and one year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (2) the excess of the fair market value of a share on the offering date that the right was granted over the purchase price for the right as determined on the offering date. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of either of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase. We generally will not be entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant, except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.
| C. | Board Practices | ||||
Our governing documents provide that there shall be a board of directors consisting of no fewer than two and no greater than 14 directors, unless increased or decreased from time to time by the board of directors or by shareholders in a general meeting by a resolution passed as an ordinary resolution in accordance with the Guernsey Companies Law by a simple majority of the votes of the shareholders entitled to vote and voting in person or by attorney or by proxy at a meeting or by a simple majority of the total voting rights of eligible shareholders (being the shareholders entitled to vote on the circulation of the written resolution) by written resolution (“Ordinary Resolution”).
At the closing of the Business Combination, the parties agreed that the board of directors would be comprised of nine persons, seven of whom were identified as of the closing of the Business Combination and two were added following the closing.
So long as our shares are listed on the NYSE, our Board shall include such number of “independent directors” as the relevant rules applicable to the listing of such shares on the NYSE require.
Audit Committee
We have established an audit committee of the board of directors, comprised of Eric Grubman, John Collins, John Le Poidevin and Natara Holloway Branch, each of whom is independent under the applicable rules of the SEC and the NYSE. Mr. Le Poidevin is the chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of the NYSE and our Board has determined that Mr. Le Poidevin qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
The audit committee has a charter, which details the principal functions of the audit committee, including:
•evaluating the performance of the registered public accounting firm or firms engaged as our independent outside auditors for the purpose of preparing or issuing an audit report or performing audit services (the “Auditors”) and assessing their independence and qualifications, to determine whether to retain, or to terminate, the engagement of the existing Auditors, or to appoint and engage a different independent registered public accounting firm;
•reviewing a report by the Auditors describing the firm’s internal quality-control procedures and any material issues raised by the firm’s most recent internal quality-control review or peer review or by any inquiry or investigation by governmental or professional authorities, within the preceding five years;
•monitoring the rotation of the partners of the Auditors on our audit engagement team;
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•monitoring the independence of the Auditors;
•reviewing, upon completion of the audit, the financial statements;
•conferring with management and the Auditors, as appropriate, regarding the scope, adequacy and effectiveness of internal control over financial reporting including responsibilities, budget and staff of the internal audit function;
•reviewing and discussing with management and, as appropriate, the Auditors, our guidelines and policies with respect to risk assessment and risk management as relates to financial and accounting reporting; and
•investigating any matter brought to the attention of the Audit Committee within the scope of its duties, if necessary or appropriate.
Nominating and Corporate Governance Committee
We have established a nominating and corporate governance committee of the board of directors, comprised of John Collins, John Le Poidevin and Robert James Dutnall. Our Board has determined that Messrs. Collins and Le Poidevin are independent under NYSE listing rules. Pursuant to an exemption to the NYSE listing standards for foreign private issuers, we are not required to have a nominating and corporate governance committee composed entirely of independent directors, and we are relying upon that exemption from the NYSE listing standards, as Mr. Dutnall is not independent by virtue of having previously served as a consultant to our company in the past three years and receiving compensation in that capacity. Our Board does not believe that Mr. Dutnall’s lack of independence under NYSE listing rules impairs his ability to serve effectively on the nominating and corporate governance committee and that he otherwise meets the standards and charter for the nominating and corporate governance committee. Mr. Collins is the chairman of the committee. The nominating and corporate governance committee charter details the principal functions of the nominating and corporate governance committee.
The Nominating and Corporate Governance Committee is responsible for, among other things:
•identifying, reviewing and evaluating candidates to serve on our Board as well as recommending candidates to the Board to serve as nominees for director for the annual meeting of shareholders;
•assessing the performance of management and the Board;
•overseeing the Board committee structure and operations;
•developing a set of corporate governance policies; and
•reviewing the processes and procedures used to provide information to the Board and its committees
Guidelines for Selecting Director Nominees
The nominating and corporate governance committee will consider persons identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which are specified in the nominating and corporate governance committee charter, generally provide that persons to be nominated should:
•have demonstrated notable or significant achievements in business, education or public service;
•possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
•have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
The nominating and corporate governance committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating and corporate governance committee will not distinguish among nominees recommended by shareholders and other persons.
No parties have contractual director nomination rights.
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Compensation Committee
We have established a compensation committee comprised of Eric Grubman, John Le Poidevin and Robert James Dutnall. The Board has determined that Messrs. Grubman and Le Poidevin are independent. Pursuant to an exemption to the NYSE listing standards for foreign private issuers, we are not required to have a compensation committee composed entirely of independent directors. We are relying upon such exemption from the NYSE listing standards, as Mr. Dutnall is not independent under those rules. The Board does not believe Mr. Dutnall’s lack of independence impairs his ability to serve effectively on the compensation committee and that he otherwise meet the standards and charter for the compensation committee. Mr. Grubman is the chairman of the compensation committee.
The compensation committee has a charter, which details the principal functions of the compensation committee, including:
•reviewing, modifying (as needed) and approving our overall compensation strategy and policies, including reviewing and approving corporate goals and objectives, evaluating and recommending to the Board for approval our compensation plans and programs, and reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate;
•reviewing and approving the individual and corporate goals and objectives of our Chief Executive Officer that are periodically established as well as determining and approving the compensation and other terms of employment of our Chief Executive Officer;
•reviewing and recommending to the Board the type and amount of compensation to be paid or awarded to non-employee Board members, including consulting, retainer, meeting, committee and committee chair fees, as well as any equity awards;
•recommending to the Board the adoption amendment and termination of our share option plans, share appreciation rights plans, pension and profit sharing plans, incentive plans, share bonus plans, share purchase plans, bonus plans, deferred compensation plans and similar programs;
•reviewing and establishing appropriate insurance coverage for our directors and officers;
•providing recommendations to the Board on compensation-related proposals to be considered at our annual meeting of shareholders, as applicable, including the frequency of advisory votes on executive compensation;
•preparing and reviewing the Compensation Committee report on executive compensation to be included in our annual proxy statement, if required in accordance with applicable SEC rules and regulations; and
•reviewing, discussing and assessing its own performance at least annually as well as reviewing and assessing the adequacy of its charter periodically, and recommending any proposed changes to the Board for its consideration
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, accounting or other advisers or consultants and is directly responsible for the appointment, compensation and oversight of the work of any such adviser or consultant. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Board.
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Risk Committee Information and Risk Oversight
We have established a risk committee comprised of Robert James Dutnall, Richard Hasson, Alinda Van Wyk, Jonathan Jossel and John Le Poidevin. Mr. Dutnall is the chair of the risk committee. The risk committee has a written charter. The purpose of the risk committee is to assist the board of directors in overseeing and considering the appropriateness of the risk management activities designed and implemented by management. The risk committee and board of directors also consider specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Management, including our executive officers, is primarily responsible for managing the risks associated with our operations and business and provides appropriate updates to the board of directors and the risk committee. The board of directors delegates to the risk committee oversight of its risk management process, and our other board committees also consider risk as they perform their respective committee responsibilities. All committees report to the board of directors as appropriate, including when a matter rises to the level of material or enterprise risk.
Shareholder Communication with the Board of Directors
Shareholders and interested parties may communicate with the Super Group Board, any committee chairperson or the independent directors as a group by writing to the Super Group Board or committee chairperson in care of Bordeaux Court, Les Echelons, St. Peter Port, Guernsey, GY1 1AR.
| D. | Employees | ||||
Together with our subsidiaries, we currently manage approximately 3,900 staff with teams in 19 countries. 97% of employees are permanently employed and the remainder are contractors.
We believe that our staff are adequately dispersed geographically for purposes of reducing geopolitical risks that we would otherwise be more exposed to if its operations were more highly centralized. We utilize some offices as off-site data backup locations for each other and have contingency plans in place for the rapid relocation of necessary staff to alternate locations in the case of natural or other disasters.
We believe that we benefit from low staff turnover. Over 300 employees have been employed by us or our subsidiaries for more than 10 years and an appreciable number for more than 20 years.
None of our employees are represented by a labor union. We have not experienced any work stoppages, and generally consider our relations with our employees to be good.
| E. | Share Ownership | ||||
Ownership of the our ordinary shares by our directors and executive officers is set forth in Item 7.A of this Report.
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| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | ||||
| A. | Major Shareholders | ||||
The following table sets forth information regarding the beneficial ownership of the Company as of March 31, 2023 by
•each beneficial owner of more than 5% of our ordinary shares;
•each executive officer or a directors; and
•all of our executive officers and directors as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
The beneficial ownership of the Company is based on 498,511,643 Super Group ordinary shares issued and outstanding as of March 31, 2023.
| Number of Shares | Percentage | |||||||||||||||||||
| Directors and Executive Management | ||||||||||||||||||||
Alinda Van Wyk (1) (2) | 1,577,544 | * | ||||||||||||||||||
Neal Menashe (1) (3) | 17,025,322 | 3.4 | % | |||||||||||||||||
Richard Hasson (1) (4) | 3,039,822 | * | ||||||||||||||||||
Robert James Dutnall (1) | 16,668 | * | ||||||||||||||||||
John Le Poidevin (1) | - | * | ||||||||||||||||||
Eric Grubman (7) | 3,426,940 | * | ||||||||||||||||||
John Collins (10) | 3,349,212 | * | ||||||||||||||||||
| Natara Holloway Branch | 25,000 | * | ||||||||||||||||||
| Jonathan Jossel | - | * | ||||||||||||||||||
| All directors and executive officers as a group (8 persons) | 28,460,508 | 5.7 | % | |||||||||||||||||
| Other 5% Shareholders | ||||||||||||||||||||
Knutsson Limited (5) (6) | 236,706,749 | 47.5 | % | |||||||||||||||||
Chivers Limited (8) (9) | 98,401,158 | 19.7 | % | |||||||||||||||||
| * | Less than 1%. | ||||
| (1) | The business address of this shareholder is Bordeaux Court, Les Echelons, St. Peter Port, Guernsey, GY1 1AR. | ||||
| (2) | Bellerive Trust Limited as Trustee of the Agape Trust is the registered holder of 1,561,513 shares. Alinda Van Wyk is a beneficiary of the Agape Trust, but does not possess sole or shared voting or investment power over such shares. In addition Alinda Van Wyk is the holder of record of 16,031 shares. | ||||
| (3) | Bellerive Trust Limited as Trustee of the Panther Trust is the registered holder of 4,198,803 of such shares and Earl Fiduciary AG as Trustee of the Turtle Trust is the registered holder of 12,749,156 of such shares. Neal Menashe is a beneficiary of the Panther Trust and the Turtle Trust, but does not possess sole or shared voting or investment power over such shares. In addition Neal Menashe is the holder of record of 77,363 shares. | ||||
| (4) | Bellerive Trust Limited as Trustee of the Hamilton Trust is the registered holder of 3,019,210 shares. Richard Hasson is a beneficiary of the Hamilton Trust, but does not possess sole or shared voting or investment power over such shares. In addition Richard Hasson is the holder of record of 20,612 shares. | ||||
| (5) | The business address of the above entity is 24 North Quay, Douglas, Isle of Man, IM1 4LE. | ||||
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| (6) | Knutsson Limited is beneficially owned by Ridgeway Associates Limited as trustees for the Alea Trust. Ridgeway Associates Limited is a professional trustee company whose professional directors change from time to time. None of the directors of Ridgeway Associates Limited, nor Ridgeway Associates Limited itself, have an economic interest in the Alea Trust or in Knutsson Limited. | ||||
| (7) | Eric Grubman is the holder of record of 1,729,134 ordinary shares. Eric Grubman is also the trustee of the EKC2012 Trust, which is the holder of record of 848,903 ordinary shares, and has sole voting and investment control over the securities held by the EKC2012 Trust. As such, Mr. Grubman may be deemed to beneficially own the securities held by the EKC2012 Trust. Elizabeth Compton, Eric Grubman’s wife, is the trustee and a beneficiary of the EPG2012 Trust, which is the holder of record of 848,903 ordinary shares, and has sole voting and investment control over the securities held by the EPG2012 Trust. As such, Elizabeth Compton and Eric Grubman may be deemed to beneficially own the securities held by the EPG 2012 Trust. | ||||
| (8) | The business address of the above entity is Burleigh Manor, Peel Road, Douglas, Isle of Man, IM1 5EP. | ||||
| (9) | Chivers Limited is beneficially owned by Waddle Limited as corporate trustee of the Chivers Trust. Waddle Limited is a professional trustee company whose professional directors change from time to time. None of the directors at Waddle Limited, nor Waddle Limited itself, have an economic interest in the Chivers Trust or in Chivers Limited. | ||||
| (10) | John Collins is the holder of record of 3,349,212 ordinary shares. | ||||
Holders
As of March 31, 2023, we had approximately 12 shareholders of record of our ordinary shares. We estimate that as of March 31 , 2023, approximately 32.35% of our outstanding ordinary shares are held by 9 U.S. record holders. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust or by other entities.
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| B. | Related Party Transactions | ||||
Post-Business Combination Arrangements
In connection with the Business Combination, certain affiliate agreements were entered into pursuant to the Business Combination Agreement. These agreements are described in detail in our annual report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 20, 2022. As of December 31, 2022, there are no material continuing obligations under any of those agreements.
Indemnification Under Articles of Incorporation; Indemnification Agreements
Our governing documents provide that we will indemnify our directors and officers to the fullest extent permitted by Guernsey law.
We also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Guernsey law.
| C. | Interests of Experts and Counsel. | ||||
Not applicable.
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| ITEM 8. | FINANCIAL INFORMATION | ||||
| A. | Consolidated Statements | ||||
See Item 17 of this Report for consolidated financial statements of Super Group (SGHC) Limited.
| B. | Significant Changes | ||||
Not applicable.
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| ITEM 9. | THE OFFER AND LISTING | ||||
| A. | Offer and Listing Details | ||||
Our ordinary shares are listed on the NYSE under the symbol “SGHC”.
| B. | Plan of Distribution | ||||
Not applicable.
| C. | Markets | ||||
Our ordinary shares are listed on the NYSE under the symbol “SGHC”.
| D. | Selling Shareholders | ||||
Not applicable.
| E. | Dilution | ||||
Not applicable.
| F. | Expenses of the Issue | ||||
Not applicable.
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| ITEM 10. | ADDITIONAL INFORMATION | ||||
| A. | Share Capital | ||||
Not required.
| B. | Memorandum and Articles of Incorporation | ||||
Our Memorandum of Incorporation provides that the objects and powers of Super Group (SGHC) Limited are not restricted and our Articles of Incorporation (or the “Articles”), permit us to engage in any lawful act or activity for which companies may be organized under the Companies (Guernsey) Law, 2008 (as amended) (the “Guernsey Companies Law”).
The Articles grant the Board of Directors all the powers necessary for managing, directing and supervising the management of our business our affairs.
We are authorized to issue an unlimited number of shares of any class. Our Board may authorize, and we may create and issue, additional classes of shares, including preferred shares. Such additional classes of shares will have such rights and restrictions as may be determined by the Board.
The holders of ordinary shares are entitled to such dividends as may be declared by the Board, subject to the Guernsey Companies Law and our Governing Documents. Dividends and other distributions authorized by the Board in respect of the issued and outstanding ordinary shares shall be paid in accordance with the Governing Documents and shall be distributed among the holders of ordinary shares on a pro rata basis.
Ordinary shares entitle the holder (i) on a show of hands, to one vote and (ii) on a poll, to one vote for each ordinary share registered in the name of the holder on all matters upon which the ordinary shares are entitled to vote (whether in person or by proxy). Voting at any shareholders’ meeting is by way of poll, unless otherwise determined by the Board or shareholders in accordance with the Guernsey Companies Law.
Where ordinary shares have been admitted to settlement by means of the uncertificated system operated by the Depository Trust Company (“DTC”) (or any other uncertificated system to which our shares are admitted to settlement) (an “uncertificated system”), any shareholder may transfer all or any of his or her ordinary shares in accordance with and subject to the rules issued by DTC (or such other operator as may operate the relevant uncertificated system) (the “Rules”) and no written instrument of transfer shall, subject to the Rules, be required.
In addition, our Governing Documents provide (without limitation) that the Board may, subject to the Rules, decline to recognize any transfer of our ordinary shares which are admitted to settlement on an uncertificated system if (i) the transfer is in breach of the Rules or (ii) the transfer would prevent dealings in the share from taking place on an open and proper basis on the NYSE. The transfer of our ordinary shares is also subject to any relevant securities laws (including the Exchange Act).
We may purchase our ordinary shares on a stock exchange if the acquisition is approved in advance by an Ordinary Resolution which complies with the requirements of the Guernsey Companies Law (which may be general or limited to shares of a particular class or description). We may also purchase our own ordinary shares in privately negotiated transactions if the terms of the contract to acquire such shares are approved in advance by an Ordinary Resolution (again, which complies with the requirements of the Guernsey Companies Law).
Our Governing Documents provide that our ordinary shares are redeemable by agreement between us and the relevant shareholder. However, any such redemption would need to be effected on a pro rata basis unless all other shareholders entitled to participate waive their participation rights.
We may not buy back or redeem any ordinary share unless the Board has made a statutory solvency determination that it is satisfied on reasonable grounds that we will, immediately after the buy back or redemption, satisfy the solvency test set out in the Guernsey Companies Law (meaning that we are able to pay our debts as they become due and that the value of our assets is greater than the value of our liabilities).
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There are no automatic conversion rights which attach to our ordinary shares. Our Governing Documents do, however, provide that (i) the whole or any particular class or part of a class of shares may be re-designated as shares of another class and (ii) shares the nominal amount of which is expressed in a particular currency may be converted into shares of a nominal amount of a different currency, in each case where shareholders approve such action by Ordinary Resolution.
We have a first and paramount lien and charge on all shares (not being fully paid) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of those shares. Such lien or charge shall extend to all dividends and distributions from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of our lien and charge (if any) on such shares.
Our directors may at any time make calls upon the shareholders in respect of any moneys unpaid on their shares (whether on account of the nominal value or by way of premium) and each shareholder shall pay to us at the time and place appointed the amount called.
If a shareholder fails to pay any call or installment on the day appointed, our directors may serve notice requiring payment of so much of the call or installment as is unpaid together with any interest which may have accrued and any expenses which may have been incurred by us by reason of non-payment. If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may, at any time before payment has been made and subject to the Guernsey Companies Law, be forfeited by a resolution of our directors to that effect. Such forfeiture shall include all dividends or other distributions declared in respect of the forfeited share and not actually paid before the forfeiture. A forfeited share shall be deemed to be our property and, subject to the provisions of the Guernsey Companies Law and our Governing Documents, may be sold, re-allotted or otherwise disposed of on such terms as our directors may determine. A person whose shares have been forfeited shall cease to be a shareholder in respect of those shares but shall remain liable to pay to us all moneys which, at the date of forfeiture, were payable to us in respect of the shares together with interest from the date of forfeiture until payment at such rate as our directors may determine.
Our directors may accept from any shareholder on such terms as shall be agreed a surrender of any shares in respect of which there is a liability for calls. Any surrendered share may be disposed of in the same manner as a forfeited share.
| C. | Material Contracts | ||||
Share Repurchase Program
On January 11, 2023, our Board authorized the repurchase of up to $25 million of ordinary shares through December 31, 2023. This time frame can also be extended or shortened by the Board of Directors, and we are not obligated to repurchase any shares. Repurchases, if any, will be made from time to time on the open market at prevailing prices or in negotiated transactions off the market.
Warrant Exchange and Consent Solicitation
On December 14, 2022, we closed our Offer and Consent Solicitation relating to our outstanding (i) public warrants to purchase ordinary shares, no par value, and (ii) private placement warrants to purchase ordinary shares. The Consent Solicitation solicited consents from holders of the warrants to amend the warrant agreement. We issued 5,332,141 ordinary shares in exchange for the public warrants tendered in the Offer. We also exercised our rights, in accordance with the terms of the Warrant Amendment, to (i) to exchange all remaining untendered public warrants for ordinary shares at a ratio of 0.225 ordinary shares per public warrant and (ii) to cancel any remaining private placement warrants for no consideration, following which no public or private warrants remained outstanding. The last day of trading for the warrants was December 23, 2022.
Following completion of the Offer and Consent Solicitation on December 14, 2022, there were approximately 495,529,610 ordinary shares outstanding (an increase of approximately 1.09% from prior to the tendered exchange of warrants) and following completion of the Post-Offer Exchange there were approximately 495,793,215 ordinary shares outstanding (an increase of approximately 1.14% from prior to the exchange (tendered or untendered) of the warrants).
Under the terms of the Business Combination Agreement, certain shareholders of the Company (the “Pre-Closing Holders,” as defined in the Business Combination Agreement) had contingent rights to receive up to 50,969,088 ordinary shares (the “Earnout Shares”). Conditional upon the completion of the Offer and Consent Solicitation, the Pre-Closing Holders waived their respective rights to receive any Earnout Shares arising from our earnout obligation under the Business Combination Agreement. Upon the completion of the Offer and Consent Solicitation, no further ordinary shares are issuable under the Business Combination Agreement.
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Business Combination Agreement
The Business Combination Agreement and the Business Combination were consummated on January 27, 2022 by and among SEAC, SGHC, Super Group, Merger Sub and Sponsor.
Pursuant to the Business Combination Agreement, prior to the closing of the Business Combination, SGHC underwent a pre-closing reorganization wherein all existing shareholders of SGHC exchanged their shares of SGHC for Super Group ordinary shares. Effective immediately following and conditioned upon the Closing, Super Group purchased Super Group ordinary shares from certain Pre-Closing Holders in exchange for cash consideration equal to $10.00 per Super Group ordinary share.
Pursuant to the Business Combination Agreement, the following occurred: (a) SEAC’s issued and outstanding shares of SEAC Class B common stock converted automatically on a one-for-one basis into shares of SEAC Class A common stock; and (b) Merger Sub merged with and into SEAC, with SEAC continuing as the surviving company, as a result of which (i) SEAC became a wholly-owned subsidiary of Super Group; (ii) each issued and outstanding unit of SEAC, consisting of one share of SEAC Class A common stock and one-half of one warrant, were automatically detached, (iii) each issued and outstanding share of SEAC Class A common stock, was converted into the right to receive one Super Group ordinary share; and (iv) each issued and outstanding SEAC warrant to purchase a share of SEAC Class A common stock became exercisable for one Super Group ordinary share.
See Item 4.B for descriptions of Material Contracts.
| D. | Exchange Controls | ||||
There is no exchange control legislation or regulation in Guernsey except by way of such as freezing of funds of, and/or prohibition of new investments in, certain jurisdictions subject to international sanction.
| E. | Taxation | ||||
Material Tax Considerations
Material U.S. Federal Income Tax Considerations
This section describes the material U.S. federal income tax considerations applicable to U.S. Holders of the ownership and disposition of our ordinary shares. This section addresses only those holders that hold ordinary shares as a capital asset (generally property held for investment). This section does not discuss all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their particular circumstances, or to investors subject to special tax rules, such as:
•financial institutions or financial services entities;
•insurance companies;
•specified non-U.S. corporations including “controlled foreign corporations,” and “passive foreign investment companies” (each as defined in the Internal Revenue Code of 1986, as amended (the “Code”) or corporations that accumulate earnings to avoid U.S. federal income tax;
•mutual funds;
•pension plans;
•S corporations;
•broker-dealers;
•traders in securities including taxpayers subject to mark-to-market treatment;
•regulated investment companies;
•real estate investment trusts;
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•trusts and estates;
•tax-exempt organizations (including private foundations);
•partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes);
•governments or agencies or instrumentalities thereof;
•investors that hold ordinary shares as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale” or other integrated transaction for U.S. federal income tax purposes;
•investors that have a functional currency other than the U.S. dollar;
•accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code;
•U.S. expatriates or former long-term residents of the United States;
•investors subject to the U.S. “inversion” rules;
• holders owning or considered as owning (directly, indirectly, or through attribution) five percent (measured by vote or value) or more of our ordinary shares; or
•persons who received any ordinary shares issued pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation.
This description in this section does not discuss any state, local, or non-U.S. tax considerations, any non-income tax (such as gift or estate tax) considerations, the alternative minimum tax or the Medicare tax on net investment income.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of ordinary shares, the tax treatment of such partnership and any person treated as a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and the partner and certain determinations made at the partner level. If you are a partner of a partnership holding ordinary shares, you are urged to consult your tax advisor regarding the tax consequences to you of the ownership and disposition of ordinary shares by the partnership.
The material U.S. federal income tax considerations described in this section are based upon the Code, the regulations promulgated by the U.S. Treasury Department thereunder (“Treasury Regulations”), current administrative interpretations and practices of the U.S. Internal Revenue Service (“IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. We have not sought, and do not intend to seek, a ruling from the IRS as to any U.S. federal income tax consideration described herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below.
EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES.
For purposes of the description set forth in this section, a “U.S. Holder” is a beneficial owner of our ordinary shares that is:
•an individual who is a U.S. citizen or resident of the United States for U.S. federal income tax purposes;
•a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;
•an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
•a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a U.S. person.
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Treatment of the Company as a non-U.S. Corporation for U.S. Federal Income Tax Purposes
Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized in the United States or under the law of the United States or of any State. Accordingly, under generally applicable U.S. federal income tax rules, the Company, which is not created or organized in the United States or under the law of the United States or of any State but is instead a Guernsey incorporated entity and tax resident of Guernsey, would generally be classified as anon-U.S. corporation. Section 7874 of the Code and the Treasury Regulations promulgated thereunder, however, contain specific rules (more fully discussed below) that may cause anon-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes.
The Section 7874 rules are complex and require analysis of all relevant facts, and there is limited guidance as to their application. Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., anon-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, be subject to U.S. federal income tax on its worldwide income) if (1) the non-U.S. corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including through the acquisition of all of the outstanding stock of the U.S. corporation), (2) the non-U.S. corporation’s “expanded affiliated group” does not have substantial business activities in the non-U.S. corporation’s country of organization or incorporation relative to the expanded affiliated group’s worldwide activities, and (3) the shareholders of the acquired U.S. corporation before the acquisition hold at least 80% (by either vote or value) of the shares of the non-U.S. acquiring corporation after the acquisition by reason of holding shares in the acquired U.S. corporation (the “Ownership Test”).
Based on the complex rules for determining share ownership for purposes of the Ownership Test and certain factual assumptions., We are not expected to satisfy the Ownership Test. As a result, we believe that we will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.
Furthermore, the interpretation of Treasury Regulations relating to the Ownership Test is subject to uncertainty, and there is limited guidance regarding their application. In addition, changes to the rules in Section 7874 of the Code or the Treasury Regulations promulgated thereunder, or other changes in law, could adversely affect our status as a non-U.S. entity for U.S. federal income tax purposes. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation.
If it were determined that we will be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code and the Treasury Regulations promulgated thereunder, we would be liable for U.S. federal income tax on our income just like any other U.S. corporation, and U.S. Holders and Non-U.S. Holders (as defined below) of our ordinary shares would be treated as holders of stock of a U.S. corporation.
Dividends and Other Distributions on Ordinary Shares
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” distributions (including, for the avoidance of doubt and for the purpose of the balance of this discussion, deemed distributions) on our ordinary shares will generally be taxable as a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its ordinary shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the ordinary shares and will be treated as described below under the heading “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Ordinary Shares.” The amount of any such distribution will include any amounts withheld by us (or another applicable withholding agent). Amounts treated as dividends that we pay to a U.S. Holder that is a taxable corporation generally will be taxed at regular tax rates and will not qualify for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), dividends generally will be taxed at the lower applicable long-term capital gains rate only if our ordinary shares are readily tradable on an established securities market in the United States or we are eligible for benefits under an applicable tax treaty with the United States (although Guernsey does not currently have an applicable tax treaty with the United States with respect to the elimination of double taxation), and, in each case, we are not treated as a PFIC with respect to such U.S. Holder at the time the dividend was paid or in the preceding year and provided certain holding period requirements are met. The amount of any dividend distribution paid in foreign currency will be the U.S. dollar amount calculated by reference to the applicable exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.
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Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Ordinary Shares
Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” upon any sale, exchange or other taxable disposition of ordinary shares, a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between (i) the sum of (x) the amount cash and (y) the fair market value of any other property, received in such sale, exchange or other taxable disposition and (ii) the U.S. Holder’s adjusted tax basis in such ordinary share in each case as calculated in U.S. dollars. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for such ordinary share exceeds one year. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses is subject to limitations.
Passive Foreign Investment Company Rules
The treatment of U.S. Holders of ordinary shares could be materially different from that described above if we are treated as a PFIC for U.S. federal income tax purposes.
A non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year or (ii) at least 50% of its assets in a taxable year (determined on the basis of a quarterly weighted average) produce or are held for the production of passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as holding and receiving directly its proportionate share of assets and income of such corporation.
Based on the nature of our business and the valuation of our assets, including goodwill, we believe that we were not a PFIC for the taxable year ended December 31, 2022. However, no assurances regarding our PFIC status can be provided for current or future taxable years. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis and the applicable law is subject to varying interpretation. In particular, the characterization of our assets as active or passive may depend in part on our current and intended future business plans, which are subject to change. In addition, for our current and future taxable years, the total value of our assets for PFIC testing purposes may be determined in part by reference to the market price of our ordinary shares from time to time, which may fluctuate considerably. Under the income test, our status as a PFIC depends on the composition of our income which will depend on a variety of factors that are subject to uncertainty, including the characterization of transactions we entered into during 2022 or may enter into in the future and our corporate structure. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status for the current taxable year or any future taxable year.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of ordinary shares, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds the ordinary shares, even if we ceased to meet the threshold requirements for PFIC status in any particular year, unless an applicable PFIC election (or elections) has been made with respect to the ordinary shares (to the extent available), as described below under the heading “ — PFIC Elections.”
If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares, the U.S. Holder may be subject to adverse tax consequences. Generally, any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares (which may include gain realized by reason of transfers of ordinary shares that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes) and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares) would be subject to tax under the following rules:
•the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares;
•the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
•the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and
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•an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
PFIC Elections
In general, if we are determined to be a PFIC, a U.S. Holder may avoid the adverse PFIC tax consequences described above in respect of our ordinary shares by making and maintaining a timely and valid qualified electing fund (“QEF”) election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the first taxable year of the U.S. Holder in which or with which our taxable year ends and each subsequent taxable year. However, a U.S. Holder may make a QEF election with respect to our ordinary shares only if we annually provide such U.S. Holder with certain tax information, and we currently do not intend to prepare or provide such information. As a result, the QEF election is not expected to be available to a U.S. Holder and the remainder of this disclosure assumes that such election will not be available. If we are a PFIC and our ordinary shares constitute “marketable stock,” a U.S. Holder may avoid the adverse PFIC tax consequences described above if such U.S. Holder makes a mark-to-market election with respect to such shares for the first taxable year in which it holds (or is deemed to hold) ordinary shares and each subsequent taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its ordinary shares at the end of such year over its adjusted basis in its ordinary shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its ordinary shares will be treated as ordinary income.
The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the NYSE, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the ordinary shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market with respect to our ordinary shares under their particular circumstances.
Related PFIC Rules
If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, a U.S. Holder generally would be deemed to own a proportionate amount of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC, or the U.S. Holder otherwise was deemed to have disposed of an interest in the lower-tier PFIC. A mark-to-market election generally would not be available with respect to such lower- tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS.
The rules dealing with PFICs and with the QEF, purging, and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our ordinary shares are urged to consult their own tax advisors concerning the application of the PFIC rules to our ordinary shares under their particular circumstances.
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Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting, and may be subject to backup withholding. Backup withholding generally will not apply, however, to a U.S. Holder if (i) the U.S. Holder is a corporation or other exempt recipient or (ii) the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
THE DESCRIPTION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS SET FORTH ABOVE MAY NOT BE APPLICABLE TO YOU DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
Additional Reporting Requirements
Certain U.S. Holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar thresholds are required to report information to the IRS relating to our ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their tax return for each year in which they hold ordinary shares. Substantial penalties apply to any failure to file IRS Form 8938 and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. U.S. Holders are urged to consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of our ordinary shares.
Island of Guernsey Tax Considerations
The following summary of the anticipated tax treatment in Guernsey applies to persons holding ordinary shares as an investment and the potential tax treatment, depending on the individual status of investors, on our shareholders resident in Guernsey. The summary does not constitute legal or tax advice and is based on taxation law and published Revenue Service practice in Guernsey at the date of this document, which is subject to change, possibly with retroactive effect. Prospective investors should be aware that the level and bases of taxation may change from those described and should consult their own professional advisers on the implications of making an investment in, holding or disposing of our ordinary shares under the laws of the countries in which they are liable to taxation.
For the purposes of this section only (Island of Guernsey Tax Considerations), any references to "we", "us" or "our" are to Super Group (SGHC) Limited and not its subsidiaries, unless expressly stated otherwise.
Taxation of Our Company
We are resident for tax purposes in Guernsey and subject to the company standard rate of income tax in Guernsey, currently charged at the rate of 0%. We will be taxed at the company standard rate of income tax provided our income does not include income arising from:
•certain types of banking business;
•the provision of custody services when carried on by an institution or business that carries on certain types of banking business;
•the carrying on of regulated activities within the meaning of the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2020, as amended, by a licensed fiduciary within the meaning of that law;
•the provision to an unconnected third party of any administrative, secretarial or clerical services in relation to a controlled investment within the meaning of the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (the “POI Law”);
•the provision of investment management services to persons other than collective investment schemes or entities associated with collective investment schemes, by a person who is licensed to provide such services under POI Law;
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•the carrying on of insurance business which is domestic business within the meaning of the Insurance Business (Bailiwick of Guernsey) Law, 2002, as amended, by a licensed insurer within the meaning of that law;
•the carrying on of business as an insurance manager or as an insurance intermediary within the meaning of the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002, as amended, by a licensed insurance manager or intermediary within the meaning of that law;
•the operation of an investment exchange within the meaning of the POI Law by a person who is licensed to operate such an exchange under that law;
•the provision of compliance and other related services to a person or body of persons who holds or is deemed to hold a license, registration or authorization from the Guernsey Financial Services Commission under certain Guernsey regulatory laws;
•the operation of an aviation registry in accordance with the Aviation Registry (Guernsey) Law, 2013, as amended;
•trading activities regulated by the Guernsey Competition and Regulatory Authority;
•the importation and/or supply of gas or hydrocarbon oil in Guernsey;
•large retail business carried on in Guernsey where the company has taxable profits arising or accruing from which in any year of charge exceed £500,000;
•the business of the cultivation of the cannabis plant or its use for the production of industrial hemp, supplements and certain other products or any processing of it or any other activity or use, in each case under the authority of a license issued by the Committee for Health & Social Care under the Misuse of Drugs (Bailiwick of Guernsey) Law, 1974, as amended or, as the case may be, Misuse of Drugs (Bailiwick of Guernsey) Ordinance, 1997, as amended (together “MD Legislation”);
•the business of the prescribed production of controlled drugs or their prescribed use in any production, processing, activity or other use, in each case under the authority of a license issued by the Committee for Health & Social Care under MD Legislation; or
•the ownership of land and buildings situate in Guernsey.
It is not intended that our income will be derived from any of those sources.
Guernsey currently does not levy taxes upon capital, inheritances, capital gains, gifts, sales or turnover. No stamp duty or similar is chargeable in Guernsey on the issue, transfer or redemption of shares in Super Group.
Following written communication from the EU Code of Conduct Group on Business Taxation in November 2017, the States of Guernsey made a commitment to address concerns that Guernsey did not have a legal substance requirement for doing business in, or through it, as a jurisdiction. This has resulted in the introduction of Economic Substance Regulations (“ESR”), which took effect for accounting periods commencing on or after January 1, 2019.
Broadly, the ESR require Guernsey tax resident entities that generate income in a given tax year from certain activities to demonstrate that they have sufficient economic substance in Guernsey. There are a series of tests within the ESR to determine whether an entity has sufficient economic substance, which are: 1) the entity must be directed and managed in Guernsey 2) the entity must perform its core income generating activities (“CIGA”) in Guernsey and 3) the entity must be able to demonstrate that it has adequate people, premises and expenditure commensurate with the level and type of business activity in Guernsey.
Where an entity is unable to demonstrate that it meets the tests under the ESR then it would be deemed to fail. Failure to comply with the ESR can result in financial penalties, information exchange with tax authorities in other jurisdictions and persistent failures can result in the entity being struck-off from the company register.
To the extent that we generate gross income from an in-scope activity under the ESR, then it may be required to comply with the ESR.
Taxation of Our Shareholders
Shareholders who are not resident in Guernsey (which includes Alderney and Herm) will not suffer any tax in Guernsey in respect of any distributions or income of a similar nature made to them by us in respect of their holding of ordinary shares provided such payments are not to be taken into account in computing the profits of any permanent establishment in Guernsey through which such shareholder carries on business in Guernsey.
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A shareholder who is resident in Guernsey (which includes Alderney and Herm) for Guernsey tax purposes, or who is not so resident but carries on business in Guernsey through a permanent establishment to which the holding of ordinary shares is attributable, will incur Guernsey income tax at the applicable rate on dividends paid to that shareholder by us. Where such shareholder is an individual, we are responsible for the deduction of tax from dividends and the accounting of that tax to the Director of the Revenue Service in Guernsey in respect of dividends paid by us to such Shareholder.
As already referred to above, Guernsey currently does not levy taxes upon capital, inheritances, capital gains, gifts, sales or turnover, nor are there any estate duties (save for registration fees and ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a Grant).
No stamp duty or similar tax is chargeable in Guernsey on the issue, transfer or redemption of shares in Super Group.
| F. | Dividends and Paying Agents | ||||
Not required.
| G. | Statement by Experts | ||||
Not applicable.
| H. | Documents on Display | ||||
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by our independent registered public accounting firm. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330for further information on the public reference room.
| I. | Subsidiary Information | ||||
Not applicable.
| J. | Annual Report to Security Holders | ||||
Not applicable.
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| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
See the information contained in this Report under Item 5.A.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | ||||
| A. | Debt Securities. | ||||
Not applicable.
| B. | Warrants and Rights. | ||||
Not required
| C. | Other Securities. | ||||
Not applicable.
| D. | American Depositary Shares. | ||||
Not applicable.
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PART II
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | ||||
Not applicable.
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | ||||
Not applicable.
| ITEM 15. | CONTROLS AND PROCEDURES | ||||
A. Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2022. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the design and operation of the Company's disclosure controls and procedures were not effective because of the material weakness in our internal control over financial reporting described below which has not been remediated.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Management assessed the design and operating effectiveness of our internal control over financial reporting as of December 31, 2022. This assessment was performed under the direction and supervision of our Chief Executive Officer and Chief Financial Officer, and used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that as of December 31, 2022, our internal control over financial reporting was not effective. In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Our management’s evaluation of internal control over financial reporting excluded the internal control activities of Verno Holdings Limited, which we acquired on September 1, 2022, as discussed in Note 4 “Business Combinations” to the consolidated financial statements. We have included the financial results of Verno Holdings Limited in the consolidated financial statements from the date of acquisition. Total assets, net assets, revenue, and net profit subject to Verno Holdings Limited’s internal control over financial reporting each represented less than five percent of our consolidated total assets, net assets, revenue, and net profit, excluding acquisition method fair value adjustments, respectively, for the fiscal year ended December 31, 2022. Management has reviewed its assessment with the Audit Committee.
The Company had previously identified two material weaknesses in internal control over financial reporting that were described in our evaluation of Disclosure Controls and Procedures, which was included in the Company's Form 20-F for the year ended December 31, 2021, together with measures being undertaken in order to remediate the material weaknesses. During 2022, the Company also identified an additional material weakness that was described in the Company’s Form F-4 Registration Statement filed with the Securities and Exchange Commission on November 10, 2022.
For the year ended December 31, 2021, the material weaknesses related to (i) the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not operating effectively and consistently for the full period across the entire business or were not designed appropriately and in place, and (ii) inadequate internal controls over the retention of records and timely application of records in management’s accounting assessments and conclusions. We have undertaken measures to remediate these material weaknesses for the year ended December 31, 2022, with the oversight of the Audit Committee of our Board of Directors, including implementation of improved processes and internal controls, as well as building our financial management and reporting infrastructure and hiring additional consultants and staff. Our improved processes and controls include timely review and supervision of our accounting and reporting functions by our management and the Board of Directors. Our management has concluded that the above material weaknesses have been remediated as of December 31, 2022.
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For the year ended December 31, 2022, the material weakness related to the application of IFRS reporting requirements in respect of the classification and measurement of material financial statement balances and disclosures.
In our press release announcing the Company’s preliminary financial results for the quarter and year ended December 31, 2022 included in Form 6-K furnished to the Securities and Exchange Commission on March 14, 2023, we had not yet determined and did not recognize the unrealized loss from the recurring fair value measurement for a derivative liability to sell B2B Division of DGC as described in Note 19 of the accompanying consolidated financial statements. As a result of this non-recognition, we concluded that the material weakness related to the application of IFRS reporting requirements in respect of the classification and measurement of material financial statement balances and disclosures has not been remediated as of December 31, 2022.
Although we have made progress to enhance our in-house accounting and finance function, our management and our independent registered public accounting firm concluded, in connection with the audit of our consolidated financial statements as of the year ended December 31, 2022, that the material weakness is not sufficiently remediated. We will continue to engage with third party specialists, as required, for complex accounting matters, as well as accelerate timing of operation of key financial reporting processes for the application of IFRS reporting requirements in respect of the classification and measurement of material financial statement balances and disclosures. We expect that remediation of this material weakness will be completed prior to the end of fiscal year 2023.
C. Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Super Group (SGHC) Limited
St Peter Port, Guernsey
Opinion on Internal Control over Financial Reporting
We have audited Super Group (SGHC) Limited’s (the “Company’s”) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial position as of December 31, 2022 and 2021, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as “the consolidated financial statements”) and our report dated April 27, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 15B, Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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As indicated in the accompanying “Item 15B, Management’s Annual Report on Internal Control over Financial Reporting”, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Verno Holdings Limited, which was acquired on September 1, 2022 and which is included in the consolidated statement of financial position as of December 31, 2022, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year then ended. Verno Holdings Limited constituted 4% and 3% of total assets and net assets, respectively, as of December 31, 2022, and 2% and 1% of revenues and net income, respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of Verno Holdings Limited because of the timing of the acquisition which was completed on September 1, 2022. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Verno Holdings Limited.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. A material weakness regarding the application of IFRS reporting requirements in respect of the classification and measurement of material financial statement balances and disclosures has been identified and described in management’s assessment. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report dated April 27, 2023 on those consolidated financial statements.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO LLP
BDO LLP
London, United Kingdom
April 27, 2023
D. Changes in Internal Control over Financial Reporting
In 2022, we continued the implementation of our plan to strengthen our internal controls over financial reporting, including taking the following actions:
•Developing and implementing additional policies and procedures to enhance the reliability of our financial reporting across various functions, including information technology.
•Engaging with third party specialists, as required, for complex accounting matters.
•Recruiting additional qualified personnel with relevant experience in IFRS accounting and reporting.
We believe, despite the identified material weakness explained above, these steps have enhanced the quality of our internal controls and procedures and reliability of our financial reporting as of December 31, 2022.
Other than the actions described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
130
| ITEM 16. | [RESERVED] | ||||
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | ||||
Our board of directors has determined that John Le Poidevin is an “audit committee financial expert” as defined by the SEC and that he is independent within the meaning of the rules of the NYSE. For details of John Le Poidevin's experience see Item 6A. (Directors, Senior Management and Employees).
| ITEM 16B. | CODE OF ETHICS | ||||
The Super Group Board has adopted a Code of Conduct, a copy of which is available on Super Group’s EDGAR profile at www.sec.gov, and is available on our website at https://sghc.com/. The Code of Conduct applies to all of our directors, officers, employees, consultants and other staff, and is intended to meet the definition of “Code of Ethics” under Item 16B of Form 20-F. The reference to Super Group’s website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into this Report.
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | ||||
Our company has retained BDO LLP to act as our company’s independent registered public accounting firm.
The table below summarizes the fees for professional services rendered by BDO LLP for the audit of our annual financial statements of Super Group (SGHC) Limited for the years ended December 31, 2022 and 2021.
For the year ended December 31, 2022 | For the year ended December 31, 2021 | ||||||||||
| Audit Fees | €7,084,250 | €3,367,000 | |||||||||
| Audit-Related Fees | €5,000 | €5,000 | |||||||||
| Tax Fees | €331,000 | €331,000 | |||||||||
| All Other Fees | €0 | €0 | |||||||||
| Total Fees | €7,420,250 | €3,703,000 | |||||||||
“Audit Fees” are the aggregate fees billed for the audit of our annual financial statements. This category also includes services that BDO provides, such as consents and assistance with and review of documents filed with the SEC.
“Audit-Related Fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees.
There were no “All Other Fees” billed or paid during 2022 or 2021.
“Tax Fees” are the aggregate fees billed for tax advisory and compliance services.
The Super Group audit committee pre-approves all audit service provided to our company by BDO LLP. Where any non-audit services are proposed to be provided by BDO LLP the Audit Committee give full consideration to the financial and other implications on the independence of BDO LLP arising from the proposed non-audit services and any such services will then require the prior approval of the Audit Committee.
131
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | ||||
Not applicable.
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | ||||
On January 11, the Board authorized the repurchase of up to $25 million of ordinary shares through December 2023. We are in the early stages of the share repurchases.
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | ||||
Not applicable.
| ITEM 16G. | CORPORATE GOVERNANCE | ||||
As a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance standards required by NYSE for U.S. companies. We believe our corporate governance practices are not materially different from those required of U.S. domestic corporations under NYSE listing standards.
| ITEM 16H. | MINE SAFETY DISCLOSURE | ||||
Not applicable.
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | ||||
Not applicable.
PART III
| ITEM 17. | FINANCIAL STATEMENTS | ||||
See the financial statements beginning on page F-1 of this Report.
| ITEM 18. | FINANCIAL STATEMENTS | ||||
Not applicable.
132
| ITEM 19. | EXHIBITS | ||||
The exhibits listed below are filed as exhibits to this Report.
EXHIBIT INDEX
Exhibit No. | Description | ||||
| 1.1 | |||||
| 1.2 | |||||
| 2.1 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 8.1 | |||||
| 12.1 | |||||
| 12.2 | |||||
| 13.1 | |||||
| 15.1 | |||||
146
Exhibit No. | Description | ||||
| 101.INS | Inline XBRL Instance Document.* | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.* | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.* | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* | ||||
| # | Indicates management contract or compensatory plan or arrangement. | ||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
| + | Certain schedules and similar attachments to the exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). | ||||
147
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| SUPER GROUP (SGHC) LIMITED | |||||||||||
| April 27, 2023 | |||||||||||
| By: | /s/ Neal Menashe | ||||||||||
| Name: | Neal Menashe | ||||||||||
| Title: | Chief Executive Officer and Director | ||||||||||
Super Group (SGHC) Limited | ||
Index to Consolidated Financial Statements | ||
| Contents | Page: | ||||
Report of Independent Registered Public Accounting Firm (BDO LLP: London, United Kingdom: PCAOB ID # | F-2 | ||||
Consolidated Statements of Profit or Loss and Other Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 | F-4 | ||||
Consolidated Statements of Financial Position as at December 31, 2022 and 2021 | F-5 | ||||
Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020 | F-6 | ||||
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 | F-7 | ||||
| Notes to Consolidated Financial Statements | F-9 | ||||
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Super Group (SGHC) Limited
St Peter Port, Guernsey
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Super Group (SGHC) Limited (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated April 27, 2023 expressed an adverse opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue recognition
As described in Notes 2 and 5, the Company’s revenue (€1,292.2 million) is comprised principally of online casino and sports betting revenues (€1,252.4 million) with the remaining element predominantly representing brand licensing revenue in respect of the use of the Betway brand by third parties.
We identified the risk that in respect of the Company’s online casino and sports betting revenues, significant and unusual manual revenue adjustments could be posted to player accounts within the gaming system, or directly to the accounting system itself, to alter the reported revenue figure.
F-2
The primary procedures we performed to address this critical audit matter included:
•Utilizing personnel with specialized knowledge and skills in IT audits, we used proprietary tools to interrogate transaction data and perform a full reconciliation of the opening to closing player liability balances from source gaming data to assist in the identification a complete population of manual adjustments.
•We profiled adjustments posted to player accounts and identified adjustment types considered most likely to be at risk of misstatement and investigated and substantively tested a sample of such adjustments.
Merger transaction with Sports Entertainment Acquisition Corp.
On January 27, 2022, the Company completed its merger with Sports Entertainment Acquisition Corp., a US listed special purpose acquisition company (“SEAC”) (the “Transaction”). Pursuant to the terms of the agreement, all outstanding shares of SEAC Class A common stock were cancelled and extinguished and converted into the right to receive one ordinary share of no par value of the Company. Management exercised significant judgement when accounting for the transaction under IFRS 2 Share-based Payment (“IFRS 2”) as described in Note 1 and Note 17. The structure and terms of the Transaction agreement and the related agreements were complex, particularly with respect to the earnout shares and public and private placements warrants. The right to receive these earnout shares was based on the share performance of the Company’s public share price hitting each tranche’s respective hurdle during the period of five years from the Transaction. In determining the fair value of the earnout shares, management used a Monte Carlo valuation model. For the private warrants, management determined the fair value based on a Black-Scholes valuation model.
Management was required to make judgments to determine the accounting treatment for the Transaction within the scope of IFRS 2 and estimating the fair value of the earnout shares and public and private placement warrants, including the volatility. Auditing that determination required complex analysis and consideration. In addition, there was subjectivity around the inputs to the valuation models. This resulted in an increased extent of audit effort, including the involvement of technical accounting and valuation specialists.
The primary procedures we performed to address this critical audit matter included:
•Assessed the information in the Transaction agreements to assess whether all key facts and circumstances were incorporated into management’s assessment of the accounting treatment.
•Evaluated management’s determination of the accounting treatment of the Transaction by analyzing specific facts and circumstances against relevant accounting guidance.
•With the assistance of valuation specialists:
◦Assessed certain key assumptions applied to assess whether significant assumptions, both in the aggregate, and for each individual assumption, are within a reasonableness range.
◦Evaluated the reasonableness of the valuation model itself.
Performed a full independent valuation to confirm the absolute value of the Company’s results, including the implementation of specific features.
/s/ BDO LLP
We have served as the Company's auditor since 2013.
April 27, 2023
F-3
Super Group (SGHC) Limited
Consolidated Statements of Profit or Loss and Other Comprehensive Income
for the years ended December 31, 2022, 2021 and 2020
| Note | 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||||||||||
| Revenue | 5 | |||||||||||||||||||
| Direct and marketing expenses | 6 | ( | ( | ( | ||||||||||||||||
| Other operating income | ||||||||||||||||||||
| General and administrative expenses | 6 | ( | ( | ( | ||||||||||||||||
| Transaction fees | 17.1 | ( | ( | |||||||||||||||||
| Depreciation and amortization expense | 6 | ( | ( | ( | ||||||||||||||||
| Profit from operations | ||||||||||||||||||||
| Finance income | ||||||||||||||||||||
| Finance expense | 8 | ( | ( | ( | ||||||||||||||||
| Gain on derivative contracts | 19 | |||||||||||||||||||
| Foreign exchange on revaluation of warrants and earnout liabilities | 17.2, 17.3 | ( | ||||||||||||||||||
| Share listing expense | 17.1 | ( | ||||||||||||||||||
| Change in fair value of warrant liability | 17.2 | |||||||||||||||||||
| Change in fair value of earnout liability | 17.3 | |||||||||||||||||||
| Change in fair value of options | 19 | |||||||||||||||||||
| Gain on bargain purchase | 4 | |||||||||||||||||||
| Profit before taxation | ||||||||||||||||||||
| Income tax (expense)/benefit | 9 | ( | ( | |||||||||||||||||
| Profit for the year | ||||||||||||||||||||
| Profit for the year attributable to: | ||||||||||||||||||||
| Owners of the parent | ||||||||||||||||||||
| Non-controlling interest | ||||||||||||||||||||
| Other comprehensive loss items that may be reclassified subsequently to profit or loss | ||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | |||||||||||||||||
| Other comprehensive loss for the year | ( | ( | ( | |||||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||||||
| Total comprehensive income for the year attributable to: | ||||||||||||||||||||
| Owners of the parent | ||||||||||||||||||||
| Non-controlling interest | ||||||||||||||||||||
| Weighted average shares outstanding, basic | 10 | |||||||||||||||||||
| Weighted average shares outstanding, diluted | 10 | |||||||||||||||||||
| Earnings per share, basic | 10 | |||||||||||||||||||
| Earnings per share, diluted | 10 | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Super Group (SGHC) Limited
Consolidated Statements of Financial Position
as at December 31, 2022 and 2021
| Note | 2022 € '000s | 2021 € '000s | ||||||||||||
| ASSETS | ||||||||||||||
| Non‐current assets | ||||||||||||||
| Intangible assets | 11 | |||||||||||||
| Goodwill | 11 | |||||||||||||
| Property, plant and equipment | 13 | |||||||||||||
| Right-of-use assets | 20 | |||||||||||||
| Deferred tax assets | 9 | |||||||||||||
| Regulatory deposits | 19 | |||||||||||||
| Loans receivable | 19 | |||||||||||||
| Investments in non-listed equity | 19 | |||||||||||||
| Current assets | ||||||||||||||
| Trade and other receivables | 14 | |||||||||||||
| Income tax receivables | ||||||||||||||
| Restricted cash | 19 | |||||||||||||
| Cash and cash equivalents | 19 | |||||||||||||
| TOTAL ASSETS | ||||||||||||||
| Non-Current liabilities | ||||||||||||||
| Lease liabilities | 20 | |||||||||||||
| Deferred tax liability | 9 | |||||||||||||
| Interest-bearing loans and borrowings | 19 | |||||||||||||
| Derivative financial instruments | 19 | |||||||||||||
| Current liabilities | ||||||||||||||
| Lease liabilities | 20 | |||||||||||||
| Deferred consideration | 4,19 | |||||||||||||
| Interest-bearing loans and borrowings | 19 | |||||||||||||
| Trade and other payables | 15 | |||||||||||||
| Customer liabilities | 19 | |||||||||||||
| Provisions | 23 | |||||||||||||
| Income tax payables | ||||||||||||||
| TOTAL LIABILITIES | ||||||||||||||
| EQUITY | ||||||||||||||
| Issued capital | 16.1 | |||||||||||||
| Foreign exchange reserve | 16.2 | ( | ( | |||||||||||
| Retained profit | ||||||||||||||
| Equity attributable to owners of the parent | ||||||||||||||
| Non-Controlling Interest | ||||||||||||||
| EQUITY | ||||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Super Group (SGHC) Limited
Consolidated Statements of Changes in Equity
for the years ended December 31, 2022, 2021 and 2020
| Note | Issued capital € '000s | Foreign Exchange reserve € '000s | Earnout reserve € '000s | Retained profit/(Accumulated deficit) € '000s | Equity attributable to owners of the parent € '000s | Non-Controlling Interest € '000s | Total equity € '000s | |||||||||||||||||||||||||||||||||||||
| Equity as at January 1, 2020 | ( | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Profit for the year | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss for the year | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issue of share capital | 16.1 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Dividends paid | 22 | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Total transactions with owners | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Equity as at December 31, 2020 | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Equity as at December 31, 2020 | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Profit for the year | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss for the year | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||
| Issue of share capital | 16.1 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued to extinguish loans | 16.1 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares repurchased | 16.1 | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Total transactions with owners | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Equity as at December 31, 2021 | ( | — | — | |||||||||||||||||||||||||||||||||||||||||
| Equity as at December 31, 2021 | ( | |||||||||||||||||||||||||||||||||||||||||||
| Profit for the year | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss for the year | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Total comprehensive income | — | ( | — | |||||||||||||||||||||||||||||||||||||||||
| Capital reorganization | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Issue of share capital, net of transaction costs | 17.1 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares repurchased | 17.1 | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Acquisition of new business | 4 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| RSU expense | 18 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Initial recognition of earnout liability | 17.3 | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||
| Derecognition of private warrants | 17.2 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Shares issued in exchange for public warrants | 17.2 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Derecognition of earnout liability | 17.3 | — | — | ( | — | |||||||||||||||||||||||||||||||||||||||
| Total transactions with owners | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Equity as at December 31, 2022 | ( | |||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Super Group (SGHC) Limited
Consolidated Statements of Cash Flows
for the years ended December 31, 2022, 2021 and 2020
| Note | 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||
| Profit for the year | ||||||||||||||||||||
| Add back: | ||||||||||||||||||||
| Income tax expense/(benefit) | ( | |||||||||||||||||||
| Write off of goodwill | 11 | |||||||||||||||||||
| Loss on disposal of assets | ||||||||||||||||||||
| Change in fair value of warrant liability | 17.2 | ( | ||||||||||||||||||
| Change in fair value of earnout liability | 17.3 | ( | ||||||||||||||||||
| Change in fair value of options | 19 | ( | ||||||||||||||||||
| Gain on derivative contracts | ( | ( | ||||||||||||||||||
| Foreign exchange on revaluation of warrants and earnout liabilities | 17.2, 17.3 | |||||||||||||||||||
| Share listing expense | 17.1 | |||||||||||||||||||
| RSU expense | 18 | |||||||||||||||||||
| Depreciation and amortization expense | 6 | |||||||||||||||||||
| Provision for write-offs of trade and other receivables | 14 | |||||||||||||||||||
| Waiver of loans | ( | |||||||||||||||||||
| Gain on bargain purchase | ( | ( | ||||||||||||||||||
| (Decrease)/increase in provisions | 23 | ( | ||||||||||||||||||
| Finance income | ( | ( | ( | |||||||||||||||||
| Finance expense | ||||||||||||||||||||
| Unrealized foreign currency loss/(gain) | ( | |||||||||||||||||||
| Changes in working capital: | ||||||||||||||||||||
| Decrease/(increase) in trade and other receivables | ( | ( | ||||||||||||||||||
| (Decrease)/increase in trade and other payables | ( | ( | ||||||||||||||||||
| (Decrease)/increase in customer liabilities | ( | |||||||||||||||||||
| Change in restricted cash | ( | ( | ||||||||||||||||||
| Decrease in provisions | ( | ( | ||||||||||||||||||
| Cash from operating activities | ||||||||||||||||||||
| Withholding taxes paid on subsidiaries dividends | 9 | ( | ( | ( | ||||||||||||||||
| Corporation tax rebates received | ||||||||||||||||||||
| Corporation tax paid | ( | ( | ( | |||||||||||||||||
| Net cash flows from operating activities | ||||||||||||||||||||
F-7
Super Group (SGHC) Limited
Consolidated Statements of Cash Flows (continued)
for the years ended December 31, 2022, 2021 and 2020
| Note | 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||
| Cash received in interest | ||||||||||||||||||||
| Acquisition of intangible assets | ( | ( | ( | |||||||||||||||||
| Acquisition of property, plant and equipment | ( | ( | ( | |||||||||||||||||
| Acquisition of businesses, net of cash acquired | 4 | |||||||||||||||||||
| Cash used in financial assets | ( | ( | ||||||||||||||||||
| Restricted cash guarantee | ( | ( | ||||||||||||||||||
| Issuance of loans receivable | 19 | ( | ( | ( | ||||||||||||||||
| Issuance of related party loans receivable | ( | |||||||||||||||||||
| Receipts from loans receivable | ||||||||||||||||||||
| Settled derivative contracts | 19 | |||||||||||||||||||
| Cash used in regulatory deposits | ( | ( | ||||||||||||||||||
| Net cash flows used in investing activities | ( | ( | ( | |||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||
| Shares repurchased | 17.1 | ( | ( | |||||||||||||||||
| Proceeds from shares issued net of transaction costs | 17.1 | |||||||||||||||||||
| Cash paid for deferred consideration | 19 | ( | ( | ( | ||||||||||||||||
| Dividends paid to non-controlling interests | ( | |||||||||||||||||||
| Dividends paid to owners of the parent | 22 | ( | ||||||||||||||||||
| Proceeds from interest-bearing loans and borrowings | ||||||||||||||||||||
| Repayment of interest-bearing loans and borrowings | 19 | ( | ( | ( | ||||||||||||||||
| Repayment of lease liabilities - interest | 20 | ( | ( | ( | ||||||||||||||||
| Repayment of lease liabilities - principal | 20 | ( | ( | ( | ||||||||||||||||
| Net cash flows used in financing activities | ( | ( | ( | |||||||||||||||||
| (Decrease)/increase in cash and cash equivalents | ( | |||||||||||||||||||
| Cash and cash equivalents at beginning of the year | ||||||||||||||||||||
| Effects of exchange rate fluctuations on cash held | ( | ( | ||||||||||||||||||
| Cash and cash equivalents at end of the year | ||||||||||||||||||||
Investing and financing transactions that do not require the use of cash and cash equivalents were not included in the Consolidated Statements of Cash Flows. Refer to notes 17 and 19 for additional information about these transactions.
The accompanying notes are an integral part of these consolidated financial statements.
F-8
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements | ||
| 1 | General information and basis of preparation | ||||
General information
Super Group (SGHC) Limited ("Super Group" or the "Company") is a holding company primarily engaged, through its operating subsidiaries, in the business of online sports betting and casino games.
The Company is a limited company incorporated under the Companies (Guernsey) Law, 2008 (the "Companies Law") on March 29, 2021. The registered office is located at Kingsway House, Havilland Street, St Peter Port, Guernsey.
Super Group and its subsidiaries (together the "Group") operate a number of interactive gaming services under licenses granted by gaming authorities in various countries. Super Group is the ultimate holding company of the Group. These interactive gaming services consist mainly of casino games of chance and sports betting. The Group is focused on the delivery of a converged interactive gaming experience allowing its customers to interact with its games under several brands on a variety of platforms. The Group also licenses the Betway brand to companies external to the Group.
The consolidated financial statements of the Group for the year ended December 31, 2022 were authorized for issue in accordance with a resolution of the Board of Directors on April 27, 2023.
Basis of preparation
These consolidated financial statements have been prepared in conformity with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
Super Group was incorporated with the purpose of reorganizing the previous group headed by SGHC Limited (hereinafter “SGHC”) and to execute an agreement dated April 23, 2021 with new investors (hereinafter the “Business Combination Agreement”) to effect a public listing of shares (hereinafter the “Transaction”) on the New York Stock Exchange ("NYSE"). On January 27, 2022 (the “Closing Date”) the Company completed the merger pursuant to the Business Combination Agreement, by and among SGHC, Super Group, Sports Entertainment Acquisition Corp ("SEAC"), a NYSE publicly traded special purpose acquisition company based in the United States, Super Group Holding Company Merger Sub, Inc ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Super Group, which resulted in the public listing of the Group.
Prior to the closing date, SGHC shareholders (“Pre-Closing Holders”) exchanged all issued shares in SGHC for newly issued shares in Super Group at an agreed ratio of 8.51 to 1. As a consequence of the exchange previously existing shareholders of SGHC obtained 458,721,777 ordinary shares in Super Group, equating to 93.58 % of the issued capital of Super Group at the Closing Date. As a result of the share exchange prior to the closing, this ratio resulted in each individual SGHC shareholder maintaining the same ownership percentage in Super Group as each shareholder had in SGHC.
On the Closing date, SEAC merged with and into Merger Sub, with SEAC as the surviving company continuing as a wholly owned subsidiary of Super Group and at the effective time of the merger, each share of Class A common stock of SEAC was cancelled and extinguished and converted into the right to receive one ordinary share of no par value of Super Group.
Super Group could not be considered a separate entity acting in its own right, and the economic substance of its incorporation and the holding of SGHC shares constitutes a reorganization of the Group for the sole purpose of the public listing. As such, Super Group did not meet the definition of a business under IFRS 3 and therefore the transaction was accounted for as a capital reorganization. Under a capital reorganization, the consolidated financial statements of Super Group reflect the pre-combination book values. Consequently, management has concluded that Super Group should recognize in its consolidated financial statements the net assets of SGHC and subsidiaries as per their preceding carrying amounts, and that comparatives should be re-presented, as the consolidated financial statements of Super Group are a continuation of those of SGHC. The opening retained earnings of Super Group has been reflected in the Consolidated Statement of Changes in Equity as of the date of common control, which is determined to be January 27, 2022. Therefore, the comparable consolidated financial information as of December 31, 2021 and for the years ended December 31, 2021 and December 31, 2020 represent consolidated financial information of SGHC.
F-9
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 1 | General information and basis of preparation (continued) | ||||
Following the capital reorganization, SGHC is a wholly owned subsidiary of Super Group. The comparative financial statements are based on the operations of SGHC prior to the capital reorganization. Comparative earnings per share, basic and diluted were restated for the effect of the capital reorganization.
The accounting principles set out below, unless stated otherwise, have been applied consistently for all years presented in the consolidated financial statements. Super Group’s fiscal year ends December 31. All intercompany transactions are eliminated during the preparation of the consolidated financial statements.
These consolidated financial statements are presented in Euros being the currency of the primary economic environment in which the Company operates. Foreign operations are included in accordance with the policies set out in Note 2.11.
The consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated. All amounts presented are rounded to the nearest thousand except when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.
F-10
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies | ||||
The following principal accounting policies have been used consistently in the preparation of these consolidated financial statements.
| 2.1 | Going concern | ||||
The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that the Company will continue in operation for at least a period of one year after the date these consolidated financial statements are issued, and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Management continues to monitor the impact of various geopolitical events, including the disruption arising from the aftermath of the COVID-19 pandemic, elevated levels of global inflation, recessionary risks and the ongoing war in Ukraine.
After having reviewed in detail the current trading position, forecasts and prospects of the Group, and the terms of trade in operation with customers and suppliers, management is satisfied that the Group has sufficient resources available to continue in operational existence for the foreseeable future. Management have prepared cash flow forecasts that model the impact of the aforementioned events and concluded that the Group has the ability to manage its committed expenditure to ensure that it has sufficient working capital to continue to meet its obligations as they fall due.
The Group has recognized net profit of €182.3 million for the year ended December 31, 2022 (2021: €235.9 million), (2020: €149.2 million) and generated cash flows from operations for the year ended December 31, 2022 of €166.8 million (2021: €209.9 million) (2020: €151.3 million). As of December 31, 2022 current assets exceeded current liabilities by €252.0 million (2021: €250.0 million). The Group is in an retained profit position and has sufficient cash and cash equivalents as at December 31, 2022 to meet its current obligations.
| 2.2 | Recent accounting pronouncements | ||||
The following amendments became effective in 2022, but did not have a material impact on the consolidated financial statements of the Group:
•Amendments to IAS 37: Onerous contracts - Cost of Fulfilling a Contract (effective date January 1, 2022);
•Amendments to IAS 16: Property, Plant and Equipment: Proceeds before Intended Use (effective date January 1, 2022);
•Amendments to IFRS 1, IFRS 9 and IAS 41: Annual Improvements to IFRS Standards 2018 - 2020 (effective date January 1, 2022); and
•Amendments to IFRS 3: Reference to the Conceptual Framework (effective date January 1, 2022).
F-11
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.2 | Recent accounting pronouncements (continued) | ||||
Standards issued not yet applied
The following IFRSs have been issued but have not been applied in these consolidated financial statements. Their adoption is not expected to have a material effect on the Group’s consolidated financial statements.
•Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies (effective date January 1, 2023);
•Amendments to IAS 8: Definition of Accounting Estimates (effective date January 1, 2023);
•Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective date January 1, 2023);
•IFRS 17 Insurance Contracts (effective date January 1, 2023); and
•Amendments to IAS 1: Classification of Liabilities as Current or Non-current (effective date January 1, 2024); an
| 2.3 | Basis of Consolidation | ||||
A subsidiary is an entity controlled by the Group. The Group controls an entity when it has power over the entity, it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The Group’s consolidated financial statements include the accounts of the Company and its subsidiary undertakings.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group obtains control until the date the Group ceases to control the subsidiary.
When necessary, adjustments are made to the consolidated financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction.
| 2.4 | Revenue recognition | ||||
The Group generates revenue through income earned from online gaming activities, comprising online casino games and sports betting, as well as brand licensing agreements. All revenue is recognized net of the fair value of customer incentives and value-added tax (‘VAT’) and goods and services tax (‘GST’) in countries where they are applicable.
Online casino and sports betting
Revenues generated from online casino games and sports betting are classified as derivative financial instruments accounted for in accordance with IFRS 9, ‘Financial Instruments’. These derivatives are initially recognized at fair value, representing the amount staked by the customer adjusted for any customer incentives. They are subsequently remeasured when the outcome and the transaction price is known and the amount payable is confirmed, at which point the movement is recorded as a gain or loss in the Consolidated Statements of Profit or Loss and Other Comprehensive Income. As such gains and losses arise from similar transactions, they are offset within revenue.
The Group recognizes revenue transactions at the fair value of the consideration received or receivable at the point the transactions are settled. Any open positions at year end are fair valued with the resulting gain or loss recorded in the Consolidated Statements of Profit or Loss and Other Comprehensive Income. Customer liabilities related to these timing differences are accounted for as derivative financial instruments, further discussed in note 19.
F-12
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.4 | Revenue recognition (continued) | ||||
Sports betting and online casino revenue represents the net house win adjusted for the fair market value of gains and losses on open betting positions and certain customer incentives.
Brand licensing agreements
Revenue also includes brand licensing revenues generated by the provision of the Betway brand to other online gambling companies, which is accounted for in accordance with IFRS 15, ‘Revenue from Contracts with Customers,’ by applying the five step model.
The transaction price for brand licensing contracts are composed of monthly licensing fees, monthly brand exploitation fees, and sports and e-sports contributions. Sports and e-sports contributions are variable elements which are calculated as a percentage of Group’s yearly global expenditure on sponsorship agreements. While the amount of these expenditures will fluctuate from year-to-year it is within the Group’s control and is considered to be predictable. The variable portion of consideration is only included in the transaction price to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Brand licensing agreements allow the contracting partner to use the Group brands for the life of the contract in exchange for a fee which is billed and paid monthly. The agreements are a series of distinct services that are substantially the same and have the same pattern of transfer with the customer simultaneously receiving and consuming the benefits provided by the services. The revenue recognized by the Group on brand licensing agreements is allocated evenly on a monthly basis over the life of the contract in line with the delivery of the services and benefits.
| 2.5 | Intangible assets | ||||
Intangible assets are principally comprised of customer databases, brands, marketing and data analytics know-how, licenses, exclusive rights licenses, acquired technology, internally-generated software development costs and goodwill. All such intangible assets are stated at cost less accumulated amortization and impairment.
Goodwill
Goodwill acquired in business combinations is recognized as an intangible asset with any impairment in carrying value being charged to the Consolidated Statements of Profit or Loss and Other Comprehensive Income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the Consolidated Statements of Profit or Loss and Other Comprehensive Income on the acquisition date.
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken at least annually. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units (‘CGUs’). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.
Intangible assets arising on acquisitions
Intangible assets are recognized on business combinations if they are separable from the acquired entity or arise from other contractual/legal rights and are recorded initially at fair value at the date of acquisition. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.
Customer databases
Customer databases represent the customer database acquired in business combinations.
F-13
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.5 | Intangible assets (continued) | ||||
Brands
Brands represent the brands acquired in business combinations.
Licenses
Licenses represent gaming and sports betting licenses that are a prerequisite for online casino or sport betting together with supplier and outsourcing contracts.
Exclusive license rights
Exclusive license rights represents sole and exclusive rights to operate products under license agreements.
Marketing and data analytics know-how
Marketing and data analytics know-how represents customer and regulatory data analytics associated with player behaviors and the regulatory environment which represents material barriers to entry for both casino and sports betting activities.
Acquired technology
Acquired technology represents internally developed assets and other technology acquired in business combinations.
Internally-generated software development costs
Research costs are expensed as incurred, and development costs are only recognized as internally-generated software if all recognition criteria according to IAS 38, ‘Intangible Assets,’ are met. Expenses that can be directly allocated to development projects are capitalized provided that:
•the completion of the intangible asset is technically feasible;
•the Group has the intention to complete the intangible asset and to use or to sell it;
•the intangible asset can be sold or used internally;
•the intangible asset will generate future benefits in terms of new business opportunities, cost savings or economies of scale;
•sufficient technical and financial resources are available to complete the development and to use or sell the intangible asset, and
•expenditures can be measured reliably. Direct costs include not only the personnel expenses for the development team, but also the costs for external consultants and developers.
Amortization
Amortization is provided at rates calculated to write off the valuation of each asset over its expected useful life, as follows:
| Intangible Asset | Useful economic life | ||||
| Customer databases | |||||
| Brands | Assessed separately for each asset, with lives ranging up to | ||||
| Marketing and data analytics know-how | |||||
| Licenses | |||||
| Exclusive license rights | |||||
| Acquired technology | |||||
| Internally-generated software development costs | |||||
F-14
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.6 | Research and development costs | ||||
| 2.7 | Property plant and equipment | ||||
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses.
| Property plant and equipment | Useful economic life | ||||
| Leasehold property improvements | Over the life of the lease or the useful life of the asset, whichever is shorter | ||||
| Furniture and fittings | |||||
| Office equipment | |||||
| Computer hardware and software | |||||
| 2.8 | Taxes | ||||
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Management evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation at each reporting date and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
•When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
•in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
F-15
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.8 | Taxes (continued) | ||||
Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
•When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit not taxable profit or loss; and
•in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax items are recognized in correlation to the underlying transaction either in Other Comprehensive Income (‘OCI’) or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognized subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was recognized during the measurement period or recognized in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
| 2.9 | Financial instruments | ||||
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition and are subsequently measured at amortized cost, fair value through OCI or fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15, ‘Revenue from Contracts with Customers’.
F-16
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.9 | Financial instruments (continued) | ||||
For a financial asset to be classified and measured at amortized cost or fair value through other comprehensive income, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
•Financial assets at amortized cost (debt instruments);
•Financial assets at fair value through OCI with recycling cumulative gains and losses (debt instruments);
•Financial assets designated at fair value through OCI with no recycling cumulative gains and losses (equity instruments); and
•Financial assets at fair value through profit or loss.
Financial assets at amortized cost
Financial assets at amortized cost are subsequently measured using the effective interest rate (‘EIR’) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
The Group’s financial assets at amortized cost includes:
•trade receivables and other receivables which include amounts due from payment service providers and customers under brand licenses;
•loans receivable which include loans to shareholders;
•regulatory deposits which are amounts held by the regulators or ring fenced as a result of regulatory requirements in the various jurisdictions in which the Group operates; and
•restricted cash balances.
Cash and short-term deposits in the Consolidated Statement of Financial Position comprise cash at banks, cash in transit and processor bank balances, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
Restricted cash represents cash held at banks by the Group, but which is used as security for specific arrangements and to which the Group has restricted access. Restricted cash is comprised mostly of cash held on the Consolidated Statement of Financial Position in designated client fund accounts to cover monies owed to customers, as per the terms of the various licensed jurisdictions, and as a financial guarantee on a loan facility extended by Standard Bank to Digital Gaming Corporation (“DGC”). Refer to note 19. Restricted cash balances are classified as other financial assets held at amortized cost and further classified as current or non-current depending on when the restriction first ends.
F-17
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.9 | Financial instruments (continued) | ||||
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized (i.e. removed from the Group’s Consolidated Statement of Financial Position) when:
•the rights to receive cash flows from the asset have expired;
•the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
•the Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset; or
•the Group has transferred substantially all the risks and rewards of the asset.
Impairment of financial assets
The Group recognizes an allowance for expected credit losses (‘ECLs’) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
There are three approaches to recognizing ECLs, the general, simplified or the purchased or originated credit-impaired approach. The Group applies the simplified approach to the following financial assets:
•Trade and other receivables that do not contain a significant financing component as required under IFRS 9.
•Trade receivables that result from transactions within the scope of IFRS 15 (i.e. trade receivables relating to brand licensing agreements).
The Group applies the low credit risk simplification approach to the following financial assets:
•Loans receivable that do not contain a significant financing component as required under IFRS 9.
•Restricted cash that meets the definition of a financial guarantee contract that is not accounted for at fair value through profit and loss under IFRS 9.
The Group measures loss allowances for trade receivables based on the lifetime ECLs and only tracks changes in credit risk at each reporting date. The Group monitors trade and other receivables based on credit risk characteristics and aging of the receivables.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than a week overdue. The Group considers a financial asset to be in default if the borrower is unlikely to pay its obligations to the Group in full or the financial asset is more than a month overdue.
Presentation of allowance for ECL in the Consolidated Statement of Financial Position
The expected credit loss allowance for each type of financial asset (i.e. trade receivables) is deducted from the gross carrying amount of the assets (i.e. contra-asset). Impairment losses are presented within the Direct and marketing expenses line in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Financial assets with low risk
The Group applies a low credit risk approach to loans receivable, regulatory deposits and cash and cash equivalents. The Group uses a 12-month ECL and does not assess whether a significant increase in credit risk has occurred at the reporting date.
F-18
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.9 | Financial instruments (continued) | ||||
Write-off
Write-offs are recognized, when the Group has no reasonable expectations of recovering a financial asset either in its entirety or a portion thereof. The Group always assesses after 365 days whether or not a trade receivable needs to be written off.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities are referenced in note 19.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
•Financial liabilities at fair value through profit or loss; and
•Financial liabilities at amortized cost.
Financial liabilities at amortized cost
This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate (“EIR”) method. Gains and losses are recognized in the Consolidated Statements of Profit or Loss and Other Comprehensive Income when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Derivative financial instruments
Derivative financial instruments are initially recognized at fair value on the date on which a derivative financial instrument is entered into and subsequently remeasured at fair value and changes therein are generally recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Derivative financial instruments are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Amounts received from customers on sportsbook events that have not occurred by the Consolidated Statement of Financial Position date are derivative financial instruments and have been designated by the Group on initial recognition as financial liabilities at fair value through profit or loss and the resulting gains and losses from bets are included in revenue.
F-19
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.9 | Financial instruments (continued) | ||||
Other financial instruments carried at fair value through profit and loss and Other comprehensive income (excluding those recognized in Revenue)
All financial assets measured at fair value through profit and loss (FVTPL) and other comprehensive income (FVTOCI) are recorded at fair value, being their transaction price, in the Consolidated Statement of Financial Position. The Group has elected to designate certain financial assets held as equity instruments as financial instruments carried at fair value with changes in fair value recognized in the Consolidated Statement of Other Comprehensive Income. All other assets that meet the definition of a derivative are carried at fair value through profit and loss.
When the transaction price of the instrument differs from the fair value at origination and the fair value is based on a valuation technique using only inputs observable in market transactions, the Group recognizes the difference between the transaction price and fair value in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, referred to as a day 1 gains or losses. In those cases where fair value is based on valuation techniques for which some of the inputs are not observable, the difference between the transaction price and the fair value is deferred and is only recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income when the inputs become observable, or when the instrument is derecognized.
Subsequently, if there are no day 1 gains or losses on initial recognition, financial assets at FVTPL are re-measured each period and the re-measurement is recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Financial assets at FVTOCI remeasurements are recognized in other comprehensive income.
Debt equity swaps
When equity instruments issued to a creditor to extinguish all or part of a financial liability are recognized initially, the Group measures them at the fair value of the equity instruments issued, unless that fair value cannot be reliably measured. The difference between the carrying amount of the financial liability (or part of a financial liability) extinguished, and the consideration paid, is recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, in accordance with paragraph 3.3.3 of IFRS 9 Financial Instruments. The equity instruments issued are recognized initially and measured at the date the financial liability (or part of that liability) is extinguished.
Earnout Liability
The earnout liability, was initially recognized at fair value at inception with an offsetting entry made to earnout reserve. The earnout liability was subsequently re-measured at fair value at each reporting date and at the date of its extinguishment using a Monte Carlo valuation simulation, with the changes in fair value recognized in the ‘change in fair value of earnout liability’ line item within the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
As all the earnout shares were held by Pre-Closing Holders, management concluded that the derecognition of the liability represents a transaction with owners and derecognized the liability with an offsetting entry made to earnout reserve in the Consolidated Statement of Changes in Equity. The remaining balance was then reclassified from earnout reserve into retained profit in the Consolidated Statement of Changes in Equity. Refer to note 17.3 for further information.
F-20
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.9 | Financial instruments (continued) | ||||
Warrant Liability
Warrants were comprised of public and private placements with both classified and accounted for as derivative financial liabilities and initially recognized at their fair value. The warrants were subsequently re-measured at fair value at each reporting date and at the date of their extinguishment with changes in fair value recognized in the ‘change in fair value of warrant liability’ line item within the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The fair value of the public warrants up to their extinguishment was determined using their quoted market price and their derecognition was accounted for based on the fair value of Super Group's shares exchanged during the Offer and Consent Solicitation (the "Offer"), which is described in note 17.2. The fair value of the shares issued in exchange of the public warrants was recognized in the ‘shares issued in exchange for public warrants’ line as an issued capital increase in the Consolidated Statement of Changes in Equity and the difference between the fair value of the shares issued and the fair value of the public warrant liability was recognized in the ‘change in fair value of warrant liability’ line item within the Consolidated Statement of Profit or Loss and Other Comprehensive Income. .
The fair value of the private warrants up to their extinguishment was determined using a Black Scholes model and their derecognition represented a transaction with owners and was recognized in retained profit in the Consolidated Statement of Changes in Equity.
| 2.10 | Fair value measurements | ||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
•In the principal market for the asset or liability; or
•In the absence of a principal market, in the most advantageous market for the asset or liability.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
•Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
•Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
•Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
F-21
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.11 | Foreign currencies | ||||
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates at the reporting date. Differences arising on settlement or translation of monetary items are recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the date of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using exchange rates at the date when the fair value is determined. The gain or loss arising on translation is recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Group companies
The Group’s consolidated financial statements are presented in Euros, which is also the parent company’s functional currency. For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are measured using that functional currency.
| 2.12 | Pension costs | ||||
| 2.13 | Capital management | ||||
The Group’s objectives, when managing capital, are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure in order to minimize the cost of capital.
If financing is required, management will consider whether debt or equity financing is more appropriate and proceed accordingly.
| 2.14 | Provisions | ||||
F-22
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.15 | Business combinations | ||||
Business combinations are accounted for using the acquisition method with assets and liabilities acquired recorded at the acquisition date fair value. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition-date fair value, and the amount of any non-controlling interest share (‘NCI’) in the acquiree. For each business combination, the Group elects whether to measure NCI in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition related costs are expensed as incurred and included in General and administrative expenses.
The Group also applies the pooling of interest method when the acquisition of a business either lacks substance or is a business combination under common control. When the pooling of interest method is applied, the assets and liabilities of all combining parties will be reflected at their predecessor carrying amounts.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organized workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
| 2.16 | Earnings per share | ||||
| 2.17 | Leases | ||||
The Group is a lessee and enters into contracts to lease office property and motor vehicles.
Determining whether an arrangement contains a lease
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for both a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an asset, the Group assesses whether the contract meets three key evaluations under IFRS 16 ‘Leases’
•the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group;
•the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract the time the asset is made available to the Group; and
•the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct how and for what purpose the asset is used throughout the period of use.
F-23
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.17 | Leases (continued) | ||||
Measurement and recognition of leases as a lessee
Right-of-use asset
At lease commencement date, the Group recognizes a right-of-use asset and lease liability. The right-of-use asset is initially measured at cost, which is made up of the initial measurement of the liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and if applicable an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
After the commencement date, the Group measures the right-of-use asset applying the cost model under IFRS 16 ‘Leases’. The right-of-use of asset is measured at cost less accumulated amortization and accumulated impairment losses and is adjusted for re-measurement of the lease liability. Amortization is calculated on a straight-line basis over the lease term.
At the commencement date, the Group measures the lease liability at the present value of the lease payments (currently only consisting of fixed payments), discounted using the interest rate implicit in the lease, if that rate is readily available, or the incremental borrowing rate. Generally, the Group uses the incremental borrowing rate (‘IBR’) as the discount rate as the rate implicit in the lease is not readily determinable. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use-asset in a similar economic environment.
The Group has elected to adopt the practical expedient and apply a single discount rate to the identified portfolio of leases having similar remaining lease term, similar underlying assets and in a similar economic environment.
The Group determines the lease term beginning with the non-cancellable period including the extension of the lease term for any renewal options that are reasonably certain to be exercised or the term by which an entity will exercise an option to terminate a contract. The Group performs an assessment on a lease-by-lease basis and once they have assessed whether the renewal option or termination option is reasonably certain to be exercised will this be included within the lease term.
The Group has elected to apply the practical expedient to combine lease and non-lease components into a single lease component as non-lease components are not material to the Group.
Lease liabilities
The lease liability is measured at amortized cost using the effective interest rate method. The liability is increased as a result of interest accrued on the balance outstanding and is reduced for lease payments made. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit and loss if the carrying amount of the right-of-use asset has already been reduced to zero.
On the Consolidated Statement of Financial Position, right-of-use assets and lease liabilities are presented on a separate line.
Short-term leases and leases of low value assets
F-24
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 2 | Accounting policies (continued) | ||||
| 2.18 | Restricted Stock Units (“RSU”) Awards | ||||
The Group operates an equity incentive plan which may be settled in shares or cash at the discretion of the Group. The Group intends to settle the RSUs in shares, and, therefore classified them as an equity settled share-based payment plan in accordance with IFRS 2, Share-based Payments.
The cost of equity-settled transactions is determined by the fair value at the date of grant. The fair value of the shares conditionally granted is measured using the market price of the shares at the time of grant. The cost is recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income over the vesting period.
The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has lapsed and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year represents the movement in cumulative expense recognized as at the beginning and end of that year.
Payroll taxes related to the RSUs are recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income in accordance with the vesting. Payroll taxes are settled in cash and are therefore recognized as a liability in the Consolidated Statement of Financial Position.
Service conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the service condition being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. These estimates are based on historical turnover rates and Group's forecast and are adjusted at each measurement date.
The Company considered the value of dividends to be paid during the vesting period to be nil.
| 3 | Critical accounting estimates and judgments | ||||
The preparation of financial statements under IFRS requires the Group to make estimates and judgments that affect the application of policies and reported amounts. Estimates and judgments are continually evaluated along with other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Although these estimates and judgements made by the Company’s management were based on the best information available at December 31, 2022, it is possible that events which might take place in the future would require their adjustment in future periods.
Included below are the areas that management believe require estimates, judgments and assumptions which have the most significant effect on the amounts recognized in the financial statements.
3.1 Critical accounting estimates and judgments pursuant to the Transaction
On the Closing Date, Super Group completed the merger pursuant to the Transaction described further in notes 1 and 17.
Regarding this Transaction the Group has considered the following main estimations and judgements:
(a) SGHC acquisition
From an accounting perspective, the acquisition of SGHC and subsidiaries qualifies as a ‘business combination involving entities or businesses under common control’ which is not in the scope of IFRS 3. IFRS has currently no guidance on how to account for these kinds of transactions.
After analyzing all the factors involving the Transaction, and based on main interpretations used by other issuers, the Group has concluded that Super Group cannot be considered as a separate entity acting in its own right as an acquirer in a business combination (it acts on behalf of the same shareholders of SGHC) and the economic substance of its incorporation and the holding of the SGHC shares is intended only for a reorganization of the Group with the sole purpose to effect the public listing.
F-25
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 3 | Critical accounting estimates and judgments (continued) | ||||
3.1 Critical accounting estimates and judgments pursuant to the Transaction (continued)
Consequently, the Group has decided that Super Group recognizes in its consolidated financial statements the net assets of SGHC and its subsidiaries as per their previous carrying amounts (book value/pooling of interests (carry-over basis) accounting) and will apply this accounting treatment to similar transactions in the future. Refer to note 1 and note 17 for further details.
(b) Acquisition of SEAC
The acquisition of SEAC is not within the scope of IFRS 3 as SEAC does not meet the definition of a business in accordance with IFRS 3.
Therefore, Super Group has not acquired a business through the transaction but accounted for the SEAC shares in accordance with IFRS 2, Share-based payments. SEAC has been treated as the “acquired” company for financial reporting purposes and its net assets have been recognized at historical cost, with no goodwill or other intangible assets recorded.
As a result of this Transaction, SEAC shareholders became shareholders of Super Group. Based on IFRS 2, and from an analysis of the transaction, it has been considered that the excess of fair value of Super Group shares and warrants issued ("SEAC's Consideration") over the fair value of SEAC’s identifiable net assets acquired represents compensation for the service of share exchange listing for its shares and has been expensed as incurred in the share listing expense line in the Consolidated Statement of Profit or Loss and Other Comprehensive Income of Super Group at Closing Date (see note 1 and note 17).
(c) Warrant Liability
Public and private warrants were originally issued by SEAC to its public shareholders and its sponsors and converted on the closing date of the Business Combination Agreement, into a right to acquire one ordinary share of Super Group on substantially the same terms as were in effect immediately prior to the closing date.
According to management’s assessment, both the public and private warrants were accounted within the scope of IAS 32 and were classified as a derivative financial liability. In accordance with IFRS 9, derivatives that are classified as financial liabilities shall be measured at fair value with subsequent changes in fair value to be recognized in profit and loss.
The total warrant liability balance was composed of both public and private warrants. The public warrants were classified as level 1 category in the fair value hierarchy due to the use of an observable market price in an active market. The private warrants qualified for the level 3 category in the fair value hierarchy due to the fact that they were not traded in an active market and their fair value was determined using unobservable inputs in a Black-Scholes valuation model. Both the public and private warrants were derecognized during the year ended December 31, 2022 as further discussed in note 17.2.
The determination of the fair value of private warrants using an option pricing model is affected by estimates and assumptions regarding a number of complex and subjective variables.
The key valuation assumptions and inputs for the private warrants at the derecognition date are as follows:
| Share price ($) | 2.83 | ||||
| Exercise price ($) | 11.5 | ||||
| Volatility | 45.7 | % | |||
| Time to expiration (years) | 2.76 | ||||
| Risk-free rate | 4.36 | % | |||
F-26
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 3 | Critical accounting estimates and judgments (continued) | ||||
3.1 Critical accounting estimates and judgments pursuant to the Transaction (continued)
The determination of these assumptions were as follows:
•Volatility
Since there is no trading history for our ordinary shares, the expected price volatility for our ordinary shares was estimated using the average historical volatility of industry peers’ shares as of the grant date of our options over a period of history commensurate with the expected life of the options. When making the selection of our industry peers to be used in measuring implied volatility of traded call options, we considered the similarity of their products and business lines, as well as their stage of development, size and financial leverage.
•Risk-free rate
We derived the risk-free interest rate assumption from the yield, as of the grant date of the applicable options, of government bonds with a maturity corresponding to the expected life of the awards being valued.
(d) Earnout Liability
Earnout Shares were issued by Super Group to the Pre-Closing Holders as part of the consideration transferred in the SEAC merger. According to management’s assessment, Earnout Shares were within the scope of IAS 32, Financial Instruments: Presentation as the arrangement could have resulted in Super Group issuing a variable number of shares in the future. In accordance with IAS 32, the Earnout Shares were classified as current financial liabilities.
The earnout liability qualified for the level 3 category in the fair value hierarchy due to the fact they were not traded in an active market and their fair value was arrived at by using appropriate valuation techniques using a Monte Carlo valuation simulation. This liability was derecognized in the year ended December 31, 2022 as discussed in note 17.3.
The key valuation assumptions and inputs at the derecognition date are as follows:
| Tranche I ($11.50) | Tranche II ($12.50) | Tranche III ($14.00) | |||||||||
| Share price ($) | 3.03 | 3.03 | 3.03 | ||||||||
| Exercise price ($) | 0 | 0 | 0 | ||||||||
| Volatility | 45.7 | % | 45.7 | % | 45.7 | % | |||||
| Time to expiration (years) | 4.125 | 4.125 | 4.125 | ||||||||
| Risk-free rate | 4.23 | % | 4.23 | % | 4.23 | % | |||||
The determination of these assumptions are in line with those described in point (c) above.
(e) Treatment of transaction costs
In accordance with IAS 32, Super Group has analyzed the total costs incurred in the Transaction to determine which were incremental and directly attributable to the issue of new shares, and hence are to be deducted from equity directly rather than being expensed through profit or loss.
Some costs have been considered 100% attributable to the issuance of the new shares in exchange for cash, while other costs incurred related to a combination of the issuance of new shares and obtaining the listing. For this latter group of costs, only the part that could be attributed to the issuance of new shares in exchange for cash are deducted from equity, the percentage of which was determined as the ratio of the number of new shares issued in exchange for cash compared to the total number of outstanding shares after the Transaction.
In the year ended December 31, 2022, the Group incurred costs of €24.5 million related to the Transaction, of which €23.0 million were allocated to Pre-Closing Holders and expensed on the Consolidated Statement of Profit or Loss and Other Comprehensive Income and the remaining amount of €1.5 million were considered directly attributable costs for the issuance of new shares and applied as a reduction to share capital. In the year ended December 31, 2021 and prior to the shareholder approval, costs of €7.1 million were incurred on the Transaction and were expensed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
F-27
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 3 | Critical accounting estimates and judgments (continued) | ||||
3.2 Other critical judgments
(a) Internally-generated software development costs
Costs relating to internally-generated software development costs are capitalized if the criteria for recognition as assets are met. The initial capitalization of costs is based on management’s judgment of technological feasibility including the following:
•the intention to complete the intangible asset;
•the ability to use the intangible asset;
•how the intangible asset will generate probable future economic benefits;
•the availability of adequate resources to complete the intangible asset; and
•the ability to measure reliably the expenditure attributable to the intangible asset.
In making this judgment, management considers the progress made in each development project and its latest forecasts for each project. Other expenditure not eligible for capitalization is charged to the Consolidated Statement of Profit or Loss and Other Comprehensive Income in the year in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.
(b) Consolidation of entities where the Group has potential voting rights (control)
The Group entered into a purchase agreement for the acquisition of DGC on April 7, 2021. The purchase agreement was subject to conditions that had not been met at the reporting date and therefore the transaction could not complete. Management assessed the relevant facts and circumstances of this transaction and determined that the Group does not control DGC as at the reporting date. The Group has completed the DGC acquisition in January, 2023. Please refer to note 26 for subsequent events related to DGC acquisition.
The Group entered into a purchase agreement for the acquisition of BlueJay Limited ('BlueJay') on April 19, 2021, respectively. On January 31, 2022, the timeframe agreed to fulfil BlueJay purchase conditions has expired and the contract was automatically terminated. The transaction did not have a material impact on the consolidated financial statements as the parties were not liable to each other under the circumstances that led to the termination.
The same assessment was made concerning Verno Holdings Limited (‘Verno’) regarding a call option agreement entered into April 16, 2021, which allowed the Group to purchase a 100 % of the shares in Verno. When assessing the relevant facts and circumstances, management determined that the Group did not control Verno as the option was not substantive. However, on August 18, 2022, an amendment to the original contract was issued and allowed the Group to immediately exercise the option and the acquisition was completed on September 1, 2022. Therefore, the Group is consolidating Verno from the acquisition date as described in note 4.
3.3 Critical accounting estimates
(a) Income taxes
The Group operates in a number of international jurisdictions and as such is subject to a range of different income and other tax regimes with differing and potentially complex legislation. This requires the Group to make judgements on the basis of detailed tax analysis and recognize payables or provisions and disclose contingent liabilities as appropriate.
Management evaluates uncertain positions where the tax judgment is subject to interpretation and remains to be agreed with the relevant tax authority. Provisions for uncertain income tax positions are made using judgment of the most likely tax expected to be paid or the expected value, based on a qualitative assessment of all relevant information. In assessing the appropriate provision for uncertain items, the Group considers progress made in discussions with tax authorities and expert advice on the likely outcome and recent developments in case law, legislation and guidance.
F-28
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 3 | Critical accounting estimates and judgments (continued) | ||||
3.3 Critical accounting estimates (continued)
(b) Legal and regulatory
Given the nature of the legal and regulatory landscape of the industry, from time to time the Group has received notices, communications and legal actions from a small number of regulatory authorities and other parties in respect of its activities. The Group has taken advice as to the manner in which it should respond and the likely outcomes of such matters. For any material ongoing and potential regulatory reviews and legal claims against the Group, an assessment is performed to consider whether an obligation or possible obligation exists and to determine the probability of any potential outflow to determine whether a claim results in the recognition of a provision or disclosure of a contingent liability. Refer to note 23 for provisions raised on uncertain legal or regulatory matters.
(c) Provisions and contingencies for indirect gaming taxes
The Group may be subject to indirect taxation in the form of GST, VAT, withholding tax, duty or similar, and gaming taxes on transactions which the Group have treated as exempt from such taxes. Where the Group accounts for taxes on revenues in relevant jurisdictions, the method of calculation of such taxes as applied by the Group in determining the relevant tax payable may be challenged by revenue authorities. As such, revenue earned from players located in any particular jurisdiction may give rise to further taxes in that jurisdiction.
The nature of the Group’s international operations can give rise to situations where customers can access to the Group’s websites from jurisdictions where the Group is not registered for indirect taxes, or where the indirect, gaming and or withholding tax treatment is uncertain. Where the Group considers that it is probable that indirect taxes or withholding taxes are payable to relevant tax authorities, provision is made for the Group’s best estimate of the tax payable, unless it cannot be reliably measured. The Group regularly reviews the judgements made in order to assess the need for provisions and disclosures in its financial statements. To the extent that the final outcome of such matters differs to management’s assessment at any reporting dates, such differences may impact the financial results or contingent liabilities disclosed in the year in which such determination is made. Further details can be found in notes 23 and 24 to the financial statements.
(d) Fair value of acquired intangible assets
Intangible assets are recognized on business combinations if they are separable from the acquired entity or arise from other contractual or legal rights and are recorded initially at fair value. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques. In applying these appropriate valuation techniques management makes estimates including estimates of future economic benefits, cash flows, and the appropriateness of discount rates or the estimated cost and time to create an equivalent intangible asset. Please refer to note 4 and note 11 where the respective acquired balances are included.
Key assumptions made in connection with measurement of intangible assets relating to the Verno acquisition in the current year and 2021 acquisitions noted in note 4 include:
•the discount rates of between 11 % and 13 % (2021: between 19 % and 31 %);
•the royalty rates of 2 % (2021: between 1 % and 2 %);
•the estimated useful lives which range from 4 to 10 years (2021: between 2.5 and 10 years);
•the expected annual retention rates of existing customers for each of the next four (2021: five) years split by customer vintage; and
•estimated cash flows and projected financial information where management considers historical performance and industry assessments among other sources before further applying its own experience and knowledge of the industry in making judgments and estimates.
F-29
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 3 | Critical accounting estimates and judgments (continued) | ||||
3.3 Critical accounting estimates (continued)
(e) Fair value of consideration transferred
In a business combination in which the acquirer and the acquiree (or its former owners) exchange equity interests or other forms of consideration, the Group determines acquisition-date fair value of the consideration transferred. The Group applied this guidance in the acquisition of Verno Holdings Limited (“Verno”). The Group estimated the fair value of the option exercised using as key assumptions the appropriate third-party valuation of the underlying shares and appropriate discount rate for the present value of the exercise price of the option and expected dividends.
(f) Impairment of goodwill and other intangible assets
The Group is required to test, on an annual basis, whether intangible assets not yet in use and indefinite-life assets have suffered any impairment. The Group is required to test other intangibles if events or changes in circumstances indicate that their carrying amount may not be recoverable.
The recoverable amount is determined by comparing the carrying amount of the indefinite-lived asset with its recoverable amount. To determine the recoverable amount management performs a valuation analysis based on the higher of Value in Use ('VIU') and Fair Value Less Cost of Disposal (‘FVLCD’) in accordance with IAS 36, ‘Impairment of Assets.’ The use of these methods requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Such estimates are based on management’s experience of the business, but actual outcomes may vary. More details including carrying values are included in note 11.
(g) Useful lives of intangible assets
The Group acquired significant intangible assets in connection with acquisitions completed during the year ended December 31, 2022. Management has applied estimates in determining the useful lives for these acquired intangible assets using information regarding, among other things, details of the contractual terms, historical customer activity and attrition, forecasted cash flow information and market conditions and trends.
(h) Provision for expected credit losses
The Group recognizes an allowance for expected credit losses (‘ECLs’) for all debt instruments not held at fair value through profit or loss. The Group measures loss allowances based on various factors such as credit risk characteristics, aging of receivables, and current and forward-looking information based on publicly available information affecting the ability of the debtors to settle the receivables. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a critical estimate.
| 4 | Business Combinations | ||||
Acquisitions in 2022
On April 16, 2021 SGHC entered into a call option to purchase 100 % of the shares of Verno, exercisable during the period from April 16, 2021 to December 31, 2023, subject to certain conditions. On June 30, 2021, an amendment changed the exercise period to the interval between June 30, 2023 and December 21, 2023. Following the completion of a regulatory settlement with the UK Gambling Commission on a preexisting investigation, a further amendment dated August 18, 2022 allowed the option to be immediately exercisable by the Group and the acquisition was completed on September 1, 2022. The consideration transferred for Verno was €22.5 million, which is the fair value of the option of €21.4 million and cash consideration of €1.1 million. Acquisition costs related to the transaction were immaterial. The acquisition was accounted for as a business combination in accordance with IFRS 3. Verno, a Guernsey incorporated company, holds a majority stake in Jumpman Gaming Limited ("Jumpman"), a small, UK-focused casino business, which has built and owns all its proprietary technology and operates a number of interactive gaming services under license granted by the gaming authorities in the United Kingdom and Alderney. The Group acquired Verno to expand its footprint in the UK as well as into other markets.
F-30
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 4 | Business Combinations (continued) | ||||
The preliminary fair values of the identifiable assets and liabilities assumed as at the acquisition date was:
| Verno Group Holdings Limited as at September 1, 2022 € '000s | |||||
| Assets | |||||
| Property, plant and equipment | |||||
| Customer databases | |||||
| Brands | |||||
| Marketing and data analytics know-how | |||||
| Acquired technology | |||||
| Right-of-use assets | |||||
| Regulatory deposits | |||||
| Trade and other receivables | |||||
| Cash and cash equivalents | |||||
| Liabilities | |||||
| Lease liabilities | ( | ||||
| Interest-bearing loans and borrowings | ( | ||||
| Trade and other payables | ( | ||||
| Customer liabilities | ( | ||||
| ( | |||||
| Net identifiable assets acquired | |||||
| Non-Controlling interest | ( | ||||
| Goodwill | |||||
| Purchase consideration | |||||
F-31
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 4 | Business Combinations (continued) | ||||
The fair value of the trade receivables is the same as the gross amount of trade receivables and it is expected that the full contractual amounts can be collected.
Verno has ongoing tax assessments that were not included in the identifiable net assets mentioned above, as a reliable estimate cannot be made as at December 31, 2022. The Group and its legal counsel are engaging with the relevant tax authorities to obtain more details about the queries and will update their assessment throughout the one year measurement period.
The Group has elected to measure the non-controlling interest in Jumpman at fair value. The fair value of the non-controlling interest has been determined by applying a 20 % discount for lack of control to the non-controlling interest share of the fair value of Jumpman at the acquisition date.
Goodwill arising on the acquisition comprise the value of expected synergies arising from the acquisition. The goodwill recognized on acquisitions of €37.9 million has been fully allocated to Jumpman CGU. None of the goodwill recognized is expected to be deductible for income tax purposes.
From the date of acquisition, the acquired entity contributed the following to revenue and profit before tax of the Group:
| € ‘000s | |||||
| Revenue | |||||
| Profit before taxation | |||||
Had the acquired entity been acquired at the beginning of the reporting period, the revenue and profit before tax of the Group would have been as follows:
| € ‘000s | |||||
| Revenue | |||||
| Profit before taxation | |||||
Purchase consideration
The following table summarizes the acquisition date preliminary fair value of each major class of consideration transferred:
| € ‘000s | |||||
| Cash | |||||
| Fair value of option | |||||
| Total consideration transferred | |||||
The following table summarizes the net cash flows on acquisition:
| Cash paid € '000s | Net cash acquired with the subsidiaries € '000s | Net cash flow on acquisition € '000s | |||||||||
| Verno Holdings Limited | ( | ||||||||||
The acquisition accounting for the above acquisition remains provisional for one year from the acquisition date and may change if new information is obtained relating to the conditions that existed at the acquisition date.
F-32
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 4 | Business Combinations (continued) | ||||
Acquisitions in 2021
On January 11, 2021, SGHC entered into a call option over 100 % of the outstanding shares of Raging River. SGHC exercised the option on April 8, 2021. SGHC concluded that the option and potential voting rights were substantive on the date of issuance in accordance with IFRS 10 Consolidated Financial Statements (‘IFRS 10’), resulting in the acquisition of Raging River on January 11, 2021. These rights were determined to be substantive based on management’s ability to direct the relevant activities of Raging River when decisions about its relevant activities are being made. The consideration transferred for the acquisition of Raging River was €17.2 million, which is the present value of the exercise price of the option (€2.1 million), fair value of the SGHC shares transferred (less any payment made by the previous Raging River shareholders) (€13.1 million), and good faith payment of dividends (€2 million) paid to the shareholders of Raging River. The acquisition was accounted for as a business combination in accordance with IFRS 3. Raging River operates licensed interactive online gaming services. The Group acquired Raging River to expand its online gaming services into a new market.
On April 9, 2021, SGHC purchased 100
•Webhost Limited (‘Webhost’), a company that provides hosting services for gaming platforms. The consideration transferred for the acquisition of Webhost was in the form of cash amounting to €2.9 million.
•Partner Media Limited (‘Partner Media’) and Buffalo Partners Limited (‘Buffalo Partners’), companies that provide affiliate and other marketing services. The consideration transferred for the acquisitions of Partner Media and Buffalo partners was in the form of cash amounting to €0.7 million and €2.5 million, respectively.
On April 14, 2021, the Company acquired 100 % of the outstanding shares of DigiProc Consolidated Limited (‘DigiProc’), a company that provides back office services which support the operating entities within the Group.
The consideration transferred for the acquisition of DigiProc was in the form of cash amounting to €9.2 million. The acquisition was accounted for as a business combination in accordance with IFRS 3.
On April 16, 2021, the Group acquired 100 % of the outstanding shares of Digiprocessing (Mauritius) Limited (‘Digiprocessing’), a company that provides back office services which support the operating entities within the Group. The transaction was consummated through a transfer of shares from the previous shareholder to DigiProc for no consideration. The acquisition was accounted for as a business combination in accordance with IFRS 3.
On April 19, 2021, the Company acquired 100 % of the outstanding shares of Raichu Investments Proprietary Limited (‘Raichu’), a company that provides back office services which support the operating entities within the Group. The consideration transferred for the acquisition of Raichu was assumed debt from the sellers of €2.8 million and the balance in cash amounting to €1.6 million. The acquisition was accounted for as business combination in accordance with IFRS 3.
On September 2, 2021, the Group purchased 100 % of the outstanding shares of Smart Business Solutions S.A., a company in the process of applying for a gaming license. The consideration transferred for the acquisition of Smart Business Solutions S.A. was in the form of cash amounting to €0.08 million.
On October 14, 2021 the Group purchased 100 % of the outstanding shares of 11908120 Canada Inc. (d.b.a. TheSpike.gg), a company that provides marketing services. The consideration transferred for the acquisition of TheSpike.gg was in the form of cash amounting to €0.2 million.
On December 1, 2021, SGHC purchased 100
•Haber Investments Limited (‘Haber’), a company that provides back office services which support the operating entities within the Group. The consideration transferred for the acquisition of Haber was in the form of deferred consideration amounting to €13.2
•Red Interactive Limited (‘Red Interactive’), a company that provides marketing services. The consideration transferred for the acquisition of Red Interactive was in the form of cash amounting to €2.2 million.
The Group acquired these businesses, apart from Raging River, in order to bring marketing and other support services within the Group.
F-33
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 4 | Business Combinations (continued) | ||||
The fair values of the identifiable assets and liabilities assumed of these companies as at the dates of acquisition were:
Raging River Trading Proprietary Limited as at January 11, 2021 € ‘000s | Webhost Limited as at April 9, 2021 € ‘000s | Partner Media Limited as at April 9, 2021 € ‘000s | Buffalo Partners Limited as at April 9, 2021 € ‘000s | Digiproc Consolidated Limited as at April 14, 2021 € ‘000s | Digiprocessing (Mauritius) Limited as at April 16, 2021 € ‘000s | Raichu Investments Proprietary Limited as at April 19, 2021 € ‘000s | Smart Business Solution S.A. as at September 2, 2021 € ‘000s | The Spike.GG as at October 15, 2021 € ‘000s | Red Interactive Limited as at December 1, 2021 € ‘000s | Haber Investments Limited As at December 1, 2021 € ‘000s | Total € ‘000s | ||||||||||||||||||||||||||||||
| Assets | Note | ||||||||||||||||||||||||||||||||||||||||
| Property, plant and equipment | 13 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Customer databases | 11 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Marketing and data analytics know-how | 11 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Licenses | 11 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Acquired technology | 11 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Loans receivable | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Right-of-use assets | 20 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Deferred tax assets | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Trade and other receivables | — | ||||||||||||||||||||||||||||||||||||||||
| Restricted cash | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Cash and cash equivalents | — | — | |||||||||||||||||||||||||||||||||||||||
| — | |||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||
| Lease liabilities | 20 | ( | — | — | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||
| Interest-bearing loans and borrowings | — | ( | — | — | ( | — | ( | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Trade and other payables | ( | ( | ( | ( | ( | ( | ( | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Customer liabilities | ( | — | — | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||
| Deferred tax liabilities | ( | — | — | — | ( | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Income tax payables | ( | — | — | — | ( | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Total identifiable net assets at fair value | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Goodwill | 11 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Bargain purchase arising on acquisition | ( | — | ( | ( | — | ( | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||
| Purchase consideration | — | ||||||||||||||||||||||||||||||||||||||||
The fair value of the trade receivables is the same as the gross amount of trade receivables and it is expected that the full contractual amounts can be collected.
A business combination in which the net of the acquisition-date amount of the identifiable assets acquired and liabilities assumed exceeds the aggregate of the consideration transferred is considered a bargain purchase and this difference is recognized as a gain in the Consolidated Statement of Profit or Loss and Comprehensive Income as at the acquisition date.
Goodwill arising on acquisitions comprise the value of expected synergies arising from the acquisition. Goodwill acquired through business combinations is allocated to the Betway and Spin cash generating units (‘CGUs’), which are also operating and reportable segments. The goodwill recognized on acquisitions of €6.1 million has been allocated to the CGUs as follows: Spin €2.4 million and Betway €3.7 million respectively. The allocation between Betway CGU and Spin CGU is based on the 10 None of the goodwill recognized is expected to be deductible for income tax purposes.
F-34
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 4 | Business Combinations (continued) | ||||
The bargain purchases identified are explained as follows:
The acquisitions were treated as business combinations in terms of IFRS 3, however, the purchases were considered a reorganization in order to combine the entities with the larger group. In terms of the most significant bargain purchase for Raging River, the shareholders sold the businesses at a lower price seeing an opportunity to participate in an enlarged group with a more balanced product mix either as a shareholder or as a director and were willing to accept a lower price.
The remaining acquisitions giving rise to bargain purchases relate to the purchase of marketing and back office service entities that currently derive income from the provision of services to current group entities.
From the date of acquisition, the acquired entities contributed the following to revenue and profit before tax of the Group:
| For the period from the acquisition dates through December 31, 2021 | |||||
| € ‘000s | |||||
| Revenue | |||||
| Profit before taxation | |||||
Of the amounts included above, €110.8 million of revenue and €36.4 million of profit before taxation relates to the acquisition of Raging River Trading Proprietary Limited.
Had the acquired entities been acquired at the beginning of the year ended December 31, 2021, the revenue and profit before tax of the Group would have been as follows:
| € ‘000s | |||||
| Revenue | |||||
| Profit before taxation | |||||
Revenues do not increase significantly following the purchase of the back office and marketing entities as their revenue is derived predominantly from the Group and is therefore eliminated on consolidation. The Group has the future benefit that it will experience the cost savings from these mark-ups.
F-35
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 4 | Business Combinations (continued) | ||||
Purchase consideration
The following table summarizes the acquisition date fair value of each major class of consideration transferred:
| Shares issued at fair value € ‘000s | Dividends paid to previous shareholders € ‘000s | Liabilities assumed € ‘000s | Deferred consideration € ‘000s | Cash paid € ‘000s | Purchase consideration transferred € ‘000s | |||||||||||||||
| Raging River Trading Proprietary Limited | — | — | ||||||||||||||||||
| Webhost Limited | — | — | — | — | ||||||||||||||||
| Partner Media Limited | — | — | — | — | ||||||||||||||||
| Buffalo Partners Limited | — | — | — | — | ||||||||||||||||
| Digiproc Consolidated Limited | — | — | — | — | ||||||||||||||||
| Digiprocessing (Mauritius) Limited | — | — | — | — | — | — | ||||||||||||||
| Raichu Investments Proprietary Limited | — | — | — | |||||||||||||||||
| Smart Business Solutions S.A. | — | — | — | — | ||||||||||||||||
| TheSpike.GG | — | — | — | — | ||||||||||||||||
| Red Interactive Limited | — | — | — | — | ||||||||||||||||
Haber Investments Limited 1 | — | — | — | — | ||||||||||||||||
1 The deferred consideration for the acquisition of Haber Investments Limited was settled in 2022.
The following table summarizes the net cash flow on acquisition:
Cash paid € ‘000s | Net cash acquired with the subsidiaries € ‘000s | Net cash flow on acquisition € ‘000s | |||||||||
| Raging River Trading Proprietary Limited | ( | ||||||||||
| Webhost Limited | ( | ( | |||||||||
| Partner Media Limited | ( | ||||||||||
| Buffalo Partners Limited | ( | ||||||||||
| Digiproc Consolidated Limited | ( | ( | |||||||||
| Digiprocessing (Mauritius) Limited | |||||||||||
| Raichu Investments Proprietary Limited | ( | ( | |||||||||
| Red Interactive Limited | ( | ||||||||||
| Haber Investments Limited | |||||||||||
| Smart Business Solutions S.A. | ( | ( | |||||||||
| TheSpike.GG | ( | ( | |||||||||
| ( | |||||||||||
The Raichu Sale and Purchase Agreements call for a portion of the consideration for the shares transferred in the acquisition of Raichu by SGHC in the amount of €2.8 million to be assumed from the previous shareholders and paid according to the terms of the previous shareholders loan agreement with Bellerive Global Services Limited. The terms of the loan call for interest to be recognized daily on any outstanding balance at a South African prime rate minus 3 % per annum.
F-36
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 5 | Segment reporting | ||||
The Group’s Chief Operating Decision Maker (‘CODM’) has been identified as the Chief Executive Officer, who makes key decisions regarding the strategy of and allocation of resources among the separately managed brands. Factors considered in determining the operating segments include how decisions are made regarding recent acquisitions and how budgets are determined and reviewed. These factors are relevant at a brand level. Operating segments are based on the reports reviewed by the CODM at the brand level to make strategic decisions and allocate resources.
The identified reportable segments are described below:
Betway:
Premier single brand online sportsbook focused business with a global footprint and strategic partnerships with teams and leagues worldwide. Betway additionally recovers sponsorship marketing spend through brand license agreements.
Spin:
Premier multi-brand online casino focused business with established market leadership in high-growth markets. This reportable segment aggregates Spin and Jumpman, which was acquired in the business combination with Verno (see note 4). Jumpman expands the Group multi-brand casino footprint in the UK, with a similar product offering and regulatory framework when compared to Spin.
Amounts recorded in the ‘other’ column represents head office costs.
Information related to each reportable segment is set out below. Adjusted EBITDA is an alternative performance measure used by management as they believe that this information is the most relevant indicator in evaluating the results of the respective segments relative to other entities that operate in the same industry. Adjusted EBITDA is not a GAAP measure, is not intended as substitute for GAAP measures and may not be comparable to performance measures used by other companies.
2022 Betway € ‘000s | 2022 Spin € ‘000s | 2022 Other2 € ‘000s | 2022 Total € ‘000s | |||||||||||
| Revenue | ||||||||||||||
| Direct and marketing expenses | ( | ( | ( | ( | ||||||||||
| Other operating Income | ||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | ||||||||||
| Transaction fees | ( | ( | ||||||||||||
| Depreciation and amortization expense | ( | ( | ( | ( | ||||||||||
| Profit from operations | ( | |||||||||||||
Adjusted EBITDA1 | ( | |||||||||||||
F-37
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 5 | Segment reporting (continued) | ||||
2021 Betway € ‘000s | 2021 Spin € ‘000s | 2021 Other2 € ‘000s | 2021 Total € ‘000s | |||||||||||
| Revenue | ||||||||||||||
| Direct and marketing expenses | ( | ( | ( | ( | ||||||||||
| Other operating Income | ||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | ||||||||||
| Transaction fees | ( | ( | ||||||||||||
| Depreciation and amortization expense | ( | ( | ( | ( | ||||||||||
| Profit from operations | ( | |||||||||||||
Adjusted EBITDA1 | ( | |||||||||||||
2020 Betway € ‘000s | 2020 Spin € ‘000s | 2020 Other2 € ‘000s | 2020 Total € ‘000s | |||||||||||
| Revenue | ||||||||||||||
| Direct and marketing expenses | ( | ( | ( | ( | ||||||||||
| General and administrative expenses | ( | ( | ( | ( | ||||||||||
| Depreciation and amortization expense | ( | ( | ( | ( | ||||||||||
| Profit from operations | ( | |||||||||||||
Adjusted EBITDA1 | ( | |||||||||||||
1 Adjusted EBITDA is a non‐GAAP measure in the above segment note and is defined as profit for the year before depreciation, amortization, impairment, finance income, finance expense, gain on bargain purchase, transaction fees, gain on derivative contracts, share listing expense, foreign exchange on revaluation of warrants and earnouts, change in fair value of warrant and earnout liabilities, recognition of fair value of option, RSU awards granted in connection to the transaction and tax expense/credit.
2 General and Administrative expenses €24.9 million (2021: €13.5 million) (2020: €4.5 million) disclosed as “Other” comprises employment, legal, accounting and other central administrative costs incurred at a Super Group (SGHC) Limited level.
Direct and marketing expenses €4.3 million (2021: €3.6 million) (2020: €0.1 million) disclosed as “Other” comprises direct employment costs, which mainly comprises of RSU' and head office personnel.
F-38
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 5 | Segment reporting (continued) | ||||
The reconciliation of non-GAAP information on reportable segments to amounts reported in the financial statements:
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Profit for the year | |||||||||||
| Income tax expense/(benefit) | ( | ||||||||||
| Finance income | ( | ( | ( | ||||||||
| Finance expense | |||||||||||
| Depreciation and amortization expense | |||||||||||
| EBITDA | |||||||||||
| Transaction fees | |||||||||||
| Gain on derivative contracts | ( | ( | |||||||||
| Gain on bargain purchase | ( | ( | |||||||||
| Share listing expense | |||||||||||
| Foreign exchange on revaluation of warrants and earnouts | |||||||||||
| Change in fair value of warrant liability | ( | ||||||||||
| Change in fair value of earnout liability | ( | ||||||||||
| Change in fair value of options | ( | ||||||||||
Adjusted RSU expense3 | |||||||||||
| Adjusted EBITDA | |||||||||||
3 Associated payroll expenses of €1.1 million (2021 and 2020: nil) are included in this line.
Disaggregation of revenue
Group revenue disaggregated by product line for the year ended December 31, 2022:
| Betway € '000s | Spin € '000s | Group revenue € '000s | |||||||||
Online casino4 | |||||||||||
Sports betting4 | |||||||||||
Brand licensing5 | |||||||||||
Other6 | |||||||||||
| Total revenue | |||||||||||
Group revenues disaggregated by product line for the year ended December 31, 2021:
| Betway € '000s | Spin € '000s | Group revenue € '000s | |||||||||
Online casino4 | |||||||||||
Sports betting4 | |||||||||||
Brand licensing5 | |||||||||||
Other6 | |||||||||||
| Total revenue | |||||||||||
F-39
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 5 | Segment reporting (continued) | ||||
Group revenues disaggregated by product line for the year ended December 31, 2020:
| Betway € '000s | Spin € '000s | Group revenue € '000s | |||||||||
Online casino4 | |||||||||||
Sports betting4 | |||||||||||
Brand licensing5 | |||||||||||
| Total revenue | |||||||||||
4 Sports betting and online casino revenues are not within the scope of IFRS 15 ‘Revenue from Contracts with Customers’ and are treated as derivatives under IFRS 9 ‘Financial Instruments’.
5 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.
6 Other relates to profit share and outsource fees from external customers.
Geographical Information
The Group’s performance can also be reviewed by considering the geographical markets and geographical locations where the Group generates revenue. The Group has not provided geographic information regarding its non-current assets as this information is not available and is impracticable to determine. Revenue from external customers for the year attributed to Canada is €541.2 million (2021: €592.4 million), (2020: €420.6 million), India is €144.5 million (2021 and 2020: below 10%) and South Africa is €181.0 million (2021 and 2020: below 10%). No other country accounts for more than 10% of total external revenues. The Group’s revenue attributable to the country of domicile (Guernsey) is insignificant. The Group further analyzed revenue according to the following regions:
2022 Betway € ‘000s | 2022 Spin € ‘000s | 2022 Total € ‘000s | |||||||||
| Africa and Middle East | |||||||||||
| Asia-Pacific | |||||||||||
| Europe | |||||||||||
| North America | |||||||||||
| South/Latin America | |||||||||||
| % | % | % | |||||||||
| Africa and Middle East | % | % | % | ||||||||
| Asia-Pacific | % | % | % | ||||||||
| Europe | % | % | % | ||||||||
| North America | % | % | % | ||||||||
| South/Latin America | % | % | % | ||||||||
F-40
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 5 | Segment reporting (continued) | ||||
2021 Betway € ‘000s | 2021 Spin € ‘000s | 2021 Total € ‘000s | |||||||||
| Africa and Middle East | |||||||||||
| Asia-Pacific | |||||||||||
| Europe | |||||||||||
| North America | |||||||||||
| South/Latin America | |||||||||||
| % | % | % | |||||||||
| Africa and Middle East | % | % | % | ||||||||
| Asia-Pacific | % | % | % | ||||||||
| Europe | % | % | % | ||||||||
| North America | % | % | % | ||||||||
| South/Latin America | % | % | % | ||||||||
2020 Betway € ‘000s | 2020 Spin € ‘000s | 2020 Total € ‘000s | |||||||||
| Africa and Middle East | |||||||||||
| Asia-Pacific | |||||||||||
| Europe | |||||||||||
| North America | |||||||||||
| South/Latin America | |||||||||||
| % | % | % | |||||||||
| Africa and Middle East | % | % | % | ||||||||
| Asia-Pacific | % | % | % | ||||||||
| Europe | % | % | % | ||||||||
| North America | % | % | % | ||||||||
| South/Latin America | % | % | % | ||||||||
F-41
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 6 | Profit from operations | ||||
| Note | 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||||
| Profit from operations is derived at after charging the following: | ||||||||||||||
| Amortization of intangible assets | 11 | |||||||||||||
| Depreciation of property, plant and equipment | 13 | |||||||||||||
| Depreciation of right-of-use asset | 20 | |||||||||||||
| Foreign exchange losses | ||||||||||||||
Direct and marketing expenses in the Consolidated Statement of Profit or Loss and Comprehensive Income are broken down as follows:
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Direct and marketing expenses | |||||||||||
| Gaming tax, license costs and other tax | |||||||||||
| Processing & Fraud Costs | |||||||||||
| Royalties | |||||||||||
| Other operational costs | |||||||||||
| Staff costs and related expenses | |||||||||||
| Costs relating to currency movements | |||||||||||
| Marketing Expenses | |||||||||||
General and Administration expenses in the Consolidated Statement of Profit or Loss and Comprehensive Income are broken down as follows:
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| General and administration expenses | |||||||||||
Staff costs and related expenses1 | |||||||||||
| Technical and Infrastructure costs | |||||||||||
| Other administrative costs | |||||||||||
| 1 | As described in note 4, the Group had acquired Haber during the year ended December 31, 2021. Haber provides back office services which support the operating entities within the Group - this is classified as outsource costs in prior years, but represent in-house staff expenses in the year ended December 31, 2022. | ||||
F-42
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 6 | Profit from operations (continued) | ||||
Direct and marketing expenses and general and administrative expenses in the Consolidated Statement of Profit or Loss and Comprehensive Income are exclusive of depreciation and amortization expenses. The depreciation and amortization expense attributable to each of these is as follows:
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Amount included in General and administration expenses | |||||||||||
| Amount included in Direct and marketing expenses | |||||||||||
Direct and marketing expenses as disclosed on the Consolidated Statement of Profit or Loss and Other Comprehensive Income includes the Group’s cost of revenues. Cost of revenues for the year includes gaming tax, license costs, processing costs, fraud costs and royalties which amounts to €443.5 million (2021: €425.3 million), (2020: €297.9 million).
In relation to the Transaction noted in note 17, we incurred €23.0 million in transaction costs (2021: €7.1 million), which have been included in Transaction fees.
Included in Direct and Marketing Expenses are service costs incurred in relation to casino software licensing agreements, jackpot services and licensing agreements and sportsbook software licensing agreements. The Group has entered into several of these agreements with Apricot (and its affiliates and subsidiaries), a leading gaming software and content provider.
| 7 | Staff costs | ||||
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Staff costs are as follows: | |||||||||||
| Salaries and wages | |||||||||||
| Social security costs | |||||||||||
| RSU expense | |||||||||||
| Other pension costs | |||||||||||
| The average monthly number of employees, including the directors’, during the year was as follows: | |||||||||||
| Average number of employees | |||||||||||
| 8 | Finance expense | ||||
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Interest on loans, borrowings and other | |||||||||||
| Interest on lease liabilities | |||||||||||
F-43
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 9 | Income tax | ||||
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| The following income taxes are recognized in profit or loss: | |||||||||||
| Current tax expense | |||||||||||
| Current year | |||||||||||
| Changes in estimates related to prior years | ( | ||||||||||
| Foreign exchange adjustment | ( | ||||||||||
| Deferred tax credit | |||||||||||
| Origination and reversal of temporary differences | ( | ||||||||||
| Origination of changes in tax rates | ( | ||||||||||
| Changes in estimates related to prior years | |||||||||||
| Recognition of previously unrecognized deferred tax assets | ( | ( | |||||||||
| Foreign exchange adjustment | ( | ||||||||||
| Release of deferred tax arising on business combinations | ( | ( | ( | ||||||||
| Dividend tax expense | |||||||||||
| Income tax expense/(benefit) reported in profit or loss | ( | ||||||||||
The applicable tax rate for the effective tax reconciliation is taken from the Company’s domestic tax rate at 0% (2021: 0%) (2020: 0%).
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Profit before taxation | |||||||||||
| At Super Group's statutory tax rate | — | — | — | ||||||||
| Tax expense/(benefit) at statutory rate | |||||||||||
| Rate differential between local and Group rates | |||||||||||
| Release of deferred tax arising on business combinations | ( | ( | ( | ||||||||
| Release/(recognition) of deferred tax arising on assessed loss | ( | ||||||||||
| Expense reported in the Consolidated Statement of Profit or Loss and Other Comprehensive Income | ( | ||||||||||
| 2022 € '000s | 2021 € '000s | |||||||
| Reconciliation of deferred tax assets, net: | ||||||||
| Net deferred tax assets as of January 1 | ||||||||
| Net additions from business combinations | ( | |||||||
| Recognized within income tax expense | ( | |||||||
| Foreign currency translation adjustment | ( | |||||||
| Net deferred tax assets as of December 31 | ||||||||
F-44
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 9 | Income tax (continued) | ||||
| 2022 € '000s | 2021 € '000s | |||||||
| The deferred tax assets and liabilities relate to the following items: | ||||||||
| Taxes arising on acquired intangible assets | ( | ( | ||||||
| Intangible assets | ||||||||
| Trade and other payables | ( | |||||||
| Tax loss carried forward | ||||||||
| RSUs | ||||||||
| Other assets and prepayments | ( | |||||||
| Reflected in the Consolidated Statement of Financial Position: | ||||||||
| Deferred tax assets | ||||||||
| Deferred tax liabilities | ( | ( | ||||||
The Group has tax losses that arose in Betway Limited of €42.2 million (2021: €57.4 million), (2020: €84.5 million) that are available for offsetting against future taxable profits of the companies in which the losses arose. The Group has concluded that the deferred tax assets will be recoverable using the estimated future taxable income based on the approved business plans and budgets for the subsidiary. The subsidiary is expected to generate taxable income from 2024 onwards. The losses can be carried forward indefinitely and have no expiry date.
Deferred tax assets of €10.5 million (2021: €7.0 million) have not been recognized in various subsidiaries across different jurisdictions for their assessed losses as they may not be used to offset taxable profits elsewhere in the Group. These have arisen in subsidiaries that have been loss-making for some time, and there are no other tax planning opportunities or other evidence of recoverability in the near future. The largest portion arises out of The Rangers Limited where the losses can be carried forward indefinitely and have no expiry date.
F-45
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 10 | Earnings per share | ||||
The table below sets forth the computation for basic and diluted net income per ordinary share for the years ended December 31, 2022, 2021 and 2020:
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Profit attributable to ordinary equity holders of the Group | |||||||||||
| Weighted average number of ordinary shares, basic | |||||||||||
| Weighted average number of ordinary shares, diluted | |||||||||||
| Earnings per share, basic | |||||||||||
| Earnings per share, diluted | |||||||||||
*Shares in issue prior to January 27, 2022 have been retrospectively adjusted for the impact of the share issuance to Pre-Closing Holders at a fixed ratio of 8.51 for 1 as described in note 1 the basis of preparation. Refer to note 16 for the ordinary shares issued and fully paid as at December 31, 2022 and 2021 reflecting the impact of the Transaction.
F-46
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 11 | Intangible assets | ||||
| Goodwill € '000s | Customer databases € '000s | Brands € '000s | Licenses € '000s | Exclusive license rights € '000s | Marketing and data analytics know-how € '000s | Acquired technology € '000s | Internally-generated software development costs € '000s | Total € '000s | |||||||||||||||||||||
| Cost | |||||||||||||||||||||||||||||
| At January 1, 2021 | |||||||||||||||||||||||||||||
| Arising on business combinations | |||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ||||||||||||||||||||||||||
| Additions | |||||||||||||||||||||||||||||
| Effects of movements in exchange rates | ( | ( | |||||||||||||||||||||||||||
| At December 31, 2021 | |||||||||||||||||||||||||||||
| Arising as a result of merger | |||||||||||||||||||||||||||||
| Arising in business combinations | |||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ||||||||||||||||||||||||||
| Additions | ( | ||||||||||||||||||||||||||||
| Write off of goodwill | ( | ( | |||||||||||||||||||||||||||
| Effects of movements in exchange rates | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||
| At December 31, 2022 | |||||||||||||||||||||||||||||
| Accumulated amortization and impairment | |||||||||||||||||||||||||||||
| At January 1, 2021 | — | ||||||||||||||||||||||||||||
| Amortization charge for the year | — | ||||||||||||||||||||||||||||
| Disposals | — | ( | ( | ||||||||||||||||||||||||||
| Effects of movements in exchange rates | — | ( | ( | ||||||||||||||||||||||||||
| At December 31, 2021 | — | ||||||||||||||||||||||||||||
| Amortization charge for the year | — | ||||||||||||||||||||||||||||
| Disposals | — | ( | ( | ( | |||||||||||||||||||||||||
| Effects of movements in exchange rates | — | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||
| At December 31, 2022 | — | ||||||||||||||||||||||||||||
| Net Book Value | |||||||||||||||||||||||||||||
| At December 31, 2021 | |||||||||||||||||||||||||||||
| At December 31, 2022 | |||||||||||||||||||||||||||||
F-47
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 12 | Impairment reviews | ||||
For impairment testing, goodwill acquired through business combinations has all been allocated to the Betway, Spin and Jumpman CGUs, which are also operating segments.
The Group performs an annual impairment review for goodwill by comparing the carrying amount of the Betway, Spin and Jumpman CGUs with their recoverable amount. Management performed a valuation analysis in accordance with IAS 36 Impairment of Assets, to assess the recoverable amount for the Betway, Spin and Jumpman CGUs. This was then compared to CGUs carrying amount at the testing date, to identify whether the CGUs were impaired. This is an area where management exercises judgment and estimation, as discussed in note 3. Testing is carried out by allocating the carrying value of these assets to the respective CGUs and determining the recoverable amounts for the CGUs through the higher of Value in Use ('VIU') and Fair Value Less Cost of Disposal (‘FVLCD’) calculations. Where the recoverable amount exceeds the carrying value of the assets, the assets are not considered to be impaired. Each CGU is not larger than an operating segment, which are described in note 5.
Carrying amount of goodwill allocated to each of the CGUs:
| 2022 € '000s | 2021 € '000s | |||||||
| Betway | ||||||||
| Spin | ||||||||
| Jumpman | ||||||||
| Total | ||||||||
The Group considers the relationship between its recent equity transactions and its book value, among other factors, when reviewing for indicators of impairment.
The following information lists the key procedures Management has performed to estimate the carrying amount of each of its CGUs. As stated above, an impairment review was performed on the Spin CGU, but detailed disclosures are not provided as Spin goodwill is considered to be immaterial.
Jumpman and Betway CGUs
The recoverable amounts of the Jumpman and Betway CGUs were based on VIU. The VIU for each CGU was estimated using discounted cash flows (‘DCF’). The DCF was then compared with a market approach based on market multiples from listed peers for consistency purposes under a FVLCD approach.
The key assumptions used in the estimation of the each DCF are set out below. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industry segments in which the CGUs operate (online casino and sport betting). The forecasts assumptions are based on historical data and market trends. The valuation assumptions are based on external sources (macro-economic and market data from listed peers) and internal sources:
As at December 31, 2022:
| Betway | Jumpman | |||||||
| Pre-tax discount rate | % | % | ||||||
| Long-term growth rate | % | % | ||||||
As at December 31, 2021:
| Betway | |||||
| Pre-tax discount rate | % | ||||
| Long-term growth rate | % | ||||
F-48
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 12 | Impairment reviews (continued) | ||||
The discount rates applied in each DCF are a post-tax measurement estimated using CAPM with reference to market participants’ gearing and betas. In the calculation of the DCF, the cash flow projections included specific estimates over a eight-year period for Betway and five-year period for Jumpman. The projection period reflects the point that all markets in operation as of 2022 have reached maturity, with the long-term growth rate applied thereafter. To reflect regulatory risks and certain risks identified in the forecasts, a specific risk premium was adopted in the discount rate, where relevant.
The estimated recoverable amount of the Betway CGU significantly exceeded its carrying amount.
For the Jumpman CGU, the headroom is approximately €7.7 m, which corresponds to 12.1 % of its recoverable amount. Under reasonably possible scenarios, a decline of 1 % in the long-term growth rate would not cause an impairment and an increase of the pre-tax discount rate of 2 % would cause a €1.7 m impairment loss.
Certain risk premium adjustments were applied to the discount rates, to reflect different regulatory risks in the jurisdictions each CGU operates.
| Betway | Jumpman | |||||||
| Change in pre-tax discount rate | N/A | |||||||
The consistency check under the FVLCD approach was based on revenue and EBITDA multiples observed from listed peers as of the impairment review date. The implied multiples in the DCF estimates performed by the Company were more conservative than the listed peers EBITDA multiples.
F-49
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 13 | Property, plant and equipment | ||||
| Leasehold property improvements € '000s | Computer hardware & software € '000s | Office equipment € '000s | Furniture & fittings € '000s | Total € '000s | |||||||||||||
| Cost | |||||||||||||||||
| At January 1, 2021 | |||||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ( | ( | ( | ( | ||||||||||||
| Arising on business combinations | |||||||||||||||||
| Effects of movements in exchange rates | |||||||||||||||||
| At December 31, 2021 | |||||||||||||||||
| Additions | |||||||||||||||||
| Disposals | ( | ( | ( | ( | ( | ||||||||||||
| Arising on business combinations | |||||||||||||||||
| Effects of movements in exchange rates | ( | ( | ( | ( | ( | ||||||||||||
| At December 31, 2022 | |||||||||||||||||
| Accumulated depreciation | |||||||||||||||||
| At January 1, 2021 | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Disposals | ( | ( | ( | ( | ( | ||||||||||||
| Effects of movements in exchange rates | |||||||||||||||||
| At December 31, 2021 | |||||||||||||||||
| Depreciation | |||||||||||||||||
| Disposals | ( | ( | ( | ( | ( | ||||||||||||
| Effects of movements in exchange rates | ( | ( | ( | ( | ( | ||||||||||||
| At December 31, 2022 | |||||||||||||||||
| Net book value | |||||||||||||||||
| At December 31, 2021 | |||||||||||||||||
| At December 31, 2022 | |||||||||||||||||
F-50
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 14 | Trade and other receivables | ||||
| 2022 € '000s | 2021 € '000s | |||||||
| Processor receivables | ||||||||
| Trade receivables | ||||||||
| Inventory | ||||||||
| Other receivables | ||||||||
| Prepayments | ||||||||
| Trade and other receivables | ||||||||
Processor receivables are balances due from Payment Service Providers (‘PSPs’). The Group considers the majority of these PSPs as financial institutions that have high creditability in the market and strong payment profiles. During the year an amount of €8.6 million (2021: €2.6 million) was added to the ECL allowance.
Management considers that the carrying amount of trade and other receivables approximates their fair value. The expected credit losses calculated under IFRS 9 for trade and other receivables are considered by management to be immaterial.
| 15 | Trade and other payables | ||||
| 2022 € '000s | 2021 € '000s | |||||||
| Trade payables | ||||||||
| Other taxation and social security | ||||||||
| Other payables | ||||||||
| Accruals | ||||||||
Management considers that the carrying amount of trade and other payables approximates their fair value.
F-51
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 16 | Equity | ||||
| 2022 Number of shares | 2021 Number of shares | 2020 Number of shares | |||||||||
| Ordinary shares issued and fully paid as at December 31 (as previously reported) | |||||||||||
| Retrospective application of capital reorganization | |||||||||||
| Ordinary shares issued and fully paid as at January 1 * | |||||||||||
| Share buy-back during the year | ( | ( | |||||||||
| Issued during the year | |||||||||||
| Shared issued in exchange for public warrants | |||||||||||
| RSU vested during the year | |||||||||||
| Ordinary shares issued and fully paid as at December 31 | |||||||||||
*Shares in issue prior to January 27, 2021 have been retrospectively adjusted for the impact of the share issuance to Pre-Closing Holders at a fixed ratio of 8.51 for 1 as described in note 1.
| 16.1 | Issued capital | ||||
On March 12, 2020 and March 17, 2020, the Company issued 5,871,917 no 1.4 million and €4.8 million, respectively, to align its shareholding with that of SGHC. The €6.2 million received for the issuance of shares has been recorded to issued share capital.
On January 27, 2021 the Company bought back 5,886,567 of its shares from its shareholders for €10.7 million. This transaction has been be treated as a reduction of issued capital.
On March 12, 2021, the Company issued 1,958,378 no par registered shares to minority shareholders in SGHC in exchange for the acquisition of Raging River for a fair value of €16.7 million. The shareholders paid an amount of €3.6 million towards the issue of shares. The €16.7 million for the issuance of shares has been recorded to issued capital.
On June 25, 2021, external loans with a value of €202.6 million were novated from a number of Group subsidiaries to SGHC. This debt was then further novated to the shareholders of the Company registered at close of business on that date, in consideration for an aggregate additional 23,496,592 ordinary shares in the Company, in the same pro-rata proportions as the shareholding percentages just prior to this loan novation and share issue.
On January 27, 2022, the Company completed the Business Combination Agreement to effect a public listing in NYSE. The accounting implications of the Transaction to the Company's issued capital are described in note 17.
As discussed in note 17.2, on December 12, 2022, the Company announced that it would exercise its rights to exchange all public warrants for Super Group ordinary shares. On December 14, 2022, the Company issued 5,332,141 Super Group ordinary shares in exchange for the 21,328,401 public warrants which were tendered to the Company. On December 29, 2022, the Company issued 263,607 Super Group ordinary shares for the 1,171,585 non-tendered public warrants.
For the year ended December 31, 2022, the Company issued 2,094,504 (2021: nil ) ordinary shares upon the vesting of restricted stock units.
| 16.2 | Foreign exchange reserve | ||||
The foreign exchange reserve relates to retranslation of the Group’s foreign subsidiaries with a non-Euro functional currency into the Parent’s presentation currency.
F-52
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 16 | Equity (continued) | ||||
| 16.3 | Entities with significant influence over the Group | ||||
| 17 | Accounting Considerations relating to the Transaction | ||||
| 17.1 | Issued capital | ||||
As a result of the Transaction described in note 1, the Pre-Closing Holders exchanged all issued shares in SGHC for newly issued shares in Super Group at a fixed ratio of 8.51 for 1. The issuance of these shares to Pre-Closing Holders has been presented as if the shares had been issued at the beginning of the earliest year presented.
SEAC is not considered a business as defined by IFRS 3, Business Combinations given it consists predominately of cash in the Trust Account. As Super Group acquired SEAC’s cash balance and other net assets and SEAC’s public listing through the issuance of its shares and warrants, the merger transaction is accounted for under IFRS 2, Share‐based Payment. Under this method of accounting, there is no acquisition accounting and no recognition of goodwill. SEAC is treated as the acquired company for financial reporting purposes.
The difference in the fair value of the SEAC's Consideration (i.e. 31,475,691 shares, 22,499,986 public warrants and 11,000,000 private warrants issued by Super Group) over the fair value of the identifiable net assets of SEAC represents a service for the listing of Super Group and is recognized as a share‐based payment expense.
The fair value of SEAC's Consideration on January 27, 2022 was as follows:
•Closing share price of SEAC’s shares as traded on NYSE which was $8.14 per share (€7.19 ), net of transaction costs, resulting in a value of €226.4 million.
•Closing price of SEAC’s public warrants as traded on NYSE which was $1.63 per warrant (€1.44 ), resulting in a value of €32.3 million.
•The valuation of the private warrants using the Black Scholes valuation at a total amount of €14.1 million.
The net assets of SEAC of €146.2 million (including cash and cash equivalents in the amount of €170.6 million) were assumed by Super Group and the issuance of ordinary shares and warrants by Super Group was recognized at fair value of €272.8 million, with the resulting difference amounting to €126.3 million representing the listing expense recognized on the transaction.
Transaction fees related to the Transaction amounted to €24.5 million in the year ended December 31, 2022, of which €23.0 million were allocated to Pre-Closing Holders and expensed with the remaining amount of €1.5 million allocated to new share ownership and applied as a reduction to share capital. Transactions fees related to the Transaction of €7.1 million incurred in the year ended December 31, 2021 and prior to the shareholder approval were expensed in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Concurrently with the execution of the Business Combination Agreement, Super Group, SGHC, and certain Pre-Closing Holders entered into repurchase agreements pursuant to which the Company repurchased Super Group a total of 24,993,271 shares from such shareholders. Loans have been assumed in connection with the shares repurchased of €222.3 million with the Pre-Closing Holders in exchange for an agreed portion of their Super Group shares at a value of $10 (€8.9 ) per share. Subsequently in the year, the amount was settled in cash for €224.3 million.
F-53
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 17 | Accounting Considerations relating to the Transaction (continued) | ||||
| 17.2 | Warrants | ||||
Pursuant to the Business Combination Agreement, a total of 22,499,986 public and 11,000,000 private warrants were issued by Super Group as part of SEAC's Consideration. The warrants were initially classified as financial liabilities with any movements in the value of the warrants reflected in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Each warrant entitled the holder to purchase one Super Group ordinary share at a price of $11.50 per share, subject to certain adjustments.
In an attempt to simplify the Company’s capital structure, increase its public float, and reduce the potential dilutive impact of the warrants, the Group made an Offer to the holders of its public warrants wherein each public warrant holder was offered to receive 0.25 ordinary shares of the Group for each public warrant tendered by such holder and exchanged. This Offer was subject to a variety of conditions described in a Registration Statement filled with the U.S. Securities and Exchange Commission on November 22, 2022 (the "Registration Statement"). If the Offer was accepted, the Company would require all outstanding public warrants to be converted to Super Group ordinary shares with the public warrant holders who consented to the amendment and tendered their warrants receiving 0.25 Super Group ordinary shares per public warrant and those who did not receiving 0.225 ordinary shares per public warrant. Further, if this Offer was accepted all private warrants would be cancelled for no consideration. Additionally, conditional on the completion of the Offer, each of the Pre-Closing Holders agreed to irrevocably and unconditionally waive their respective rights to receive earnout shares arising from the earnout obligation.
On December 12, 2022, the Company announced that 21,328,401 (or 95 %) of the Company’s outstanding public warrants were tendered prior to the expiration date and that it met the conditions set in the Registration Statement. Therefore, the Company would exercise its rights to exchange all non-tendered outstanding public warrants for Super Group ordinary shares at a ratio of 0.225 per warrant and cancel the remaining private placement warrants for no consideration.
On December 14, 2022, the Company issued 5,332,141 Super Group ordinary shares in exchange for the 21,328,401 public warrants which were tendered to the Company discharging itself of any remaining liability for the tendered warrants as of this date. On December 29, 2022 the Company issued 263,607 Super Group ordinary shares in exchange for the non-tendered public warrants and canceled the private warrants discharging itself of any remaining liability for the non-tendered public warrants and private warrants.
The fair value of the 5,595,748 Super Group ordinary shares issued in exchange for the public warrants was €16.4 million considering the price of Super Group ordinary shares at December 14, 2022 ($3.13 per share). The combined amount for changes in fair value during the year and upon the derecognition of €19.8 million was recorded in the ‘change in fair value of warrant liability’ line item within the Consolidated Statement of Profit and Loss and Other Comprehensive Income.
Immediately prior to derecognition, the fair value of the private placement warrants was €0.7 million. The combined amount for changes in the fair value during the year and up until the date the derecognition of €14.7 million was recorded in the "change in fair value of warrant liability’ line item within the Consolidated Statement of Profit and Loss and Other Comprehensive Income. The derecognition of the private warrant liability was made with an offsetting entry to retained profit in the Statement of Changes in Equity, as all the private placement warrants were held by Pre-Closing Holders and, therefore, which represents a transaction with owners.
The total foreign exchange effect on public and private warrants combined of €5.2 million was recorded in the 'foreign exchange on revaluation of warrants and earnout liabilities' line item within the Consolidated Statement of Profit and Loss and Other Comprehensive Income.
F-54
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 17 | Accounting Considerations relating to the Transaction (continued) | ||||
| 17.3 | Earnout Reserves | ||||
Pursuant to the Business Combination Agreement, Pre‐Closing Holders were granted a contingent right to receive up to 50,969,088 earnout shares subject to attainment of certain stock price hurdles over a five‐year period from the Closing Date. The earnout shares were recognized in the same manner as a dividend and recorded to earnout reserves as they were giving value to existing shareholders. The earnout shares were valued at €250.0 million on January 27, 2022 using an option pricing model.
As outlined in the "Warrants" section above, the recipients of the earnout shares agreed to unconditionally waive their right to receive the earnout shares without any compensation if the Offer to public warrant holders was accepted. Therefore, upon the acceptance of the Offer on December 12, 2022, the Group was discharged of any remaining liability for the earnout shares and the liability was derecognized at that date.
Immediately prior to derecognition, the fair value of the earnout shares was €32.5 million. The combined amount for changes in fair value during the year and up until the date of the derecognition of €237.4 million was recorded in the ‘change in fair value of earnout liability’ line item within the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The foreign exchange effect on earnout of €19.9 million was recorded in the 'foreign exchange on revaluation of warrants and earnout liabilities' line item within the Consolidated Statement of Profit and Loss and Other Comprehensive Income.
As all the earnout shares were held by Pre-Closing Holders, management concluded that the derecognition of the liability represents a transaction with owners. Therefore, its derecognition was made with an offsetting entry to earnout reserve in the Statement of Changes in Equity. The remaining earnout reserve was derecognized with a reclassification entry recorded to retained profit.
| 18 | Restricted Stock Units ('RSUs') Awards | ||||
The Group has granted RSUs to its executives and employees as part of a long-term Employee Incentive Package ("EIP"). The Board of Directors is charged with determining who receives awards, granting awards and setting terms and conditions. They also have the ability to delegate these powers to other committees or officers of Super Group.
The total shares available to award under the plan is 43,312,150 (“Share Reserve”). The Share Reserve increases by 3 % annually beginning on January 1, 2022 through 2031. The Share Reserve is a limit on the number of shares that may be issued from awards that were granted under this Plan and does not the limit the granting of awards. The Company will keep available at all times the number of shares reasonably required to satisfy its obligations to issue shares pursuant to such awards. Shares issued under the plan will be new shares.
RSUs are subjected to vesting, issuance and forfeiture conditions. All the awards granted to date by the Group have a 3 -year vesting period, in which 1/3 of the RSUs vest on each of the first, second and third anniversaries of the Vesting Commencement Date, subject to the plan participant continuously remaining at the Group, save in the event of death.
The shares provided under the RSUs awards are entitled for dividend rights and will be settled upon vesting. No rights of a shareholder are given to RSU holders until the RSUs are settled in shares of the Company.
The table below summarizes the key conditions of the awards outstanding as at December 31, 2022:
| Plan | Grant date | Vesting commencement Date | Fair value at grant date (USD) | Total RSUs awarded | Terminated RSUs | Vested RSUs | ||||||||||||||
| RSU EIP 2021 | May 31, 2022 | December 31, 2022 | ||||||||||||||||||
| RSU Executive Plan 2022 | November 16, 2022 | January 31, 2023 | — | — | ||||||||||||||||
| RSU EIP 2022 | December 1, 2022 | January 31, 2023 | — | — | ||||||||||||||||
F-55
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 18 | Restricted Stock Units ('RSUs') Awards (continued) | ||||
The RSU expense, excluding payroll taxes, for the year ended December 31, 2022 was €24.3 million (2021: nil ) (2020: nil ), which includes an one off RSU expense of €23.1 million (2021: nil ) (2020: nil ) related to awards following the Transaction. The total fair value of the RSUs vested during the year ended December 31, 2022 was €5.9 million (2021: nil ).
| 19 | Financial instruments - fair values and risk management | ||||
For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price the Group would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.
Fair values
Fair values vs carrying amounts
The following are the fair values and carrying amounts of financial assets and liabilities in the Consolidated Statement of Financial Position:
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
| 2022 | 2022 | 2021 | 2021 | |||||||||||
| € '000s | € '000s | € '000s | € '000s | |||||||||||
| Assets | ||||||||||||||
| Loans receivable | ||||||||||||||
| Trade and other receivables | ||||||||||||||
| Regulatory deposits | ||||||||||||||
| Restricted cash | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Financial assets | ||||||||||||||
| Investments in non-listed equity instruments | ||||||||||||||
| Total | ||||||||||||||
| Liabilities | ||||||||||||||
| Derivative financial instruments | ||||||||||||||
| Trade and other payables | ||||||||||||||
| Lease liabilities | ||||||||||||||
| Deferred consideration | ||||||||||||||
| Interest-bearing loans and borrowings | ||||||||||||||
| Customer liabilities (at fair value through profit/loss) | ||||||||||||||
| Total | ||||||||||||||
| Net | ||||||||||||||
F-56
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Fair value hierarchy
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques:
•Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
•Level 2: inputs for the asset or liability that are based on observable market data (i.e. observable inputs); and
•Level 3: inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).
Basis for determining fair value though profit and loss
The following are the significant methods and assumptions used to estimate the fair values for the financial instruments above.
Financial instruments carried at amortized cost
All financial instruments measured at amortized cost approximate their fair value because the EIR is not materially different to the applicable market rates during the term of these instruments.
Loans receivable
The Group entered into a loan agreement with Apricot Investments Limited (‘Apricot’) on November 14, 2022 to loan funds to be used exclusively in the development of a sportsbook gaming system. The Group will loan Apricot a maximum of €43 million to be paid in five installments from November 15, 2022 until March 15, 2023. The term of the loan is 5 years and is to be repaid in full on or by November 14, 2027. The interest rate on the loan is 1% above the Bank of England rate per annum, payable annually in arrears in each year of the term. On December 31, 2022 the closing balance of the loan was €18.3 million (2021: nil ). The Group has other external loans receivable of €7.2 million. In addition, the Company issued loans of €22.0 million in the year ended December 31, 2022
Financial instruments carried at fair value through other comprehensive income
Investments in non-listed equity instruments
On 17 May 2021, Merryvale Limited purchased preference shares in Beryllium Ventures Pte. Ltd for which the Group holds a non-controlling interest. These investments were irrevocably designated at fair value through OCI as the Group considers this investment to be strategic in nature. The fair value of the investment is recognized at the fair value of the transaction price as the transaction is between entities that are unrelated. Any movement in the fair value of the investment between the date of acquisition and year end is immaterial.
Financial instruments carried at fair value through profit and loss
Derivative financial instruments (Level 3)
Customer Liabilities
Customer liabilities are fair valued as at year end to reflect the movement in odds between the date a bet was placed and the odds as at year end.
Funding and option arrangements
The Group entered into three separate funding and option arrangements with Bellerive Capital Limited (“BCL”) under which the Group provided a funding contribution for the sole purpose of BCL acquiring a 100 % interest in Digiprocessing, Richhill (previous parent company of Raichu), and Haber respectively. Per the agreement, any proceeds received by BCL from the investment entities in excess of the initial contributions shall be allocated between the Group and BCL after deduction of any relevant expenses incurred by BCL. As part of this allocation, the Group earned €4.1 million during the year ended December 31, 2022 (2021: €15.8 million) which were proceeds received in excess of the initial funding contribution. This has been recognized as other income in the Consolidated statements of Profit or Loss and Other Comprehensive Income. During the year ended December 31, 2022 cash proceeds of €17.1 million was received in relation to these funding and option arrangements (2021: €2.8 million).
F-57
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Option to sell B2B Division of DGC
The Group has entered into an option agreement with Mahigaming LLC (‘Mahi’), an entity nominated by Games Global, in which it grants a call option (‘B2B Option’) to Mahi to purchase the B2B Division of DGC for $2.5 million ("Option Consideration"), adjusted for revenues earned and operating expenses incurred by the B2B Division. The Mahi Option was initially set to expire on April 07, 2023 and will lapse automatically if it is not exercised. Prior to December 31, 2022, the Option Consideration was increased to $10 million and the expiration date extended to June 30, 2024.
Mahi’s rights to exercise the B2B Option are conditional to the completion of following events:
•Completion of the acquisition of the entire issued capital of DGC by the Group;
•Mahi (or one of its nominees) having received all gaming approvals necessary for Mahi to acquire and operate the B2B Division in accordance with the applicable gaming laws.
As discussed in note 26, the first condition was met in January, 2023 when the Group completed the acquisition of DGC. Mahi’s regulatory approvals are ongoing and were not obtained by the date the financial statements were authorized for issue. Management expects that the exercise of the B2B Option will not happen within 12 months, as the remaining gaming approvals are likely to take more time to be satisfied. Therefore, the B2B Option was classified as a non-current liability on the Consolidated Statement of Financial Position.
Upon the initial recognition of the B2B Option, the Group recognized a financial liability for the transaction price of $100 relating to the amount received to enter into the option agreement.
In determining the fair value of the B2B Option as at December 31, 2022, the Group applied a valuation technique that takes into accounting the likelihood of occurrence of each event outlined above, based on the Group and its legal counsel assessment of the probability of both conditions being met at each valuation date. This approach allows for a two-step process, which incorporates uncertainty around the satisfaction or not of each condition and the underlying B2B Division business risks using a Black Scholes model. The volatility was based on historical volatility of a group of comparable companies with a look back period equal to the time to expiry of the option at each valuation date. The B2B Option was categorized as a Level 3 instrument under the fair value hierarchy due to the non-observable inputs used in the valuation.
The fair value of the option liability as at December 31, 2022 is €15.1 million (2021: nil ) and is recognized in the derivative financial instruments line within the liabilities of the Consolidated Statements of Financial Position. The change in fair value is recognized in the change in fair value of option line within the Consolidated Statement of Profit or Loss, net of the €21.4 million gain on Verno option discussed in note 4. The key valuation assumptions as at December 31, 2022 are as follows:
| Exercise price ($m) | |||||
| Volatility | |||||
| Time to expiration (years) | |||||
| Risk-free rate | |||||
| Probability of conditions being met | |||||
F-58
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Analysis of loans and borrowings for the year ended December 31, 2022
Financial instruments carried at amortized cost
Interest-bearing loans and borrowings
At Amortized cost
| 2022 € '000s | 2021 € '000s | |||||||
| Current interest-bearing loans and borrowings | ||||||||
Financial institution loan (ZAR | ||||||||
Financial institution loan (ZAR | ||||||||
Other loans (NGN | ||||||||
Other loans (EUR | ||||||||
| Total current interest-bearing loans and borrowings | ||||||||
| Non-current interest-bearing loans and borrowings | ||||||||
Financial institution loan (ZAR | ||||||||
| Total non-current interest-bearing loans and borrowings | ||||||||
Analysis of loans and borrowings for the year ended December 31, 2022
| Facility | Maturity | Interest rate | Currency | Facility amount € '000s | ||||||||||
| Financial institution loan | On demand | % | ZAR | R | ||||||||||
| Other loans | On demand | % | EUR | Unspecified | ||||||||||
| Other loans | On demand | % | NGN | Unspecified | ||||||||||
Analysis of loans and borrowings for the year ended December 31, 2021
| Facility | Maturity | Interest rate | Currency | Facility amount € '000s | ||||||||||
| Financial institution loan | June 15, 2022 | % | ZAR | R | ||||||||||
| Financial institution loan | August 31, 2023 | % | ZAR | R | ||||||||||
| Other loans | On demand | % | EUR | Unspecified | ||||||||||
| Other loans | On demand | % | NGN | Unspecified | ||||||||||
F-59
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Financial risk management
The Group’s activities expose it to a variety of financial risks, namely, market risk, liquidity risk and credit risk. The Group’s senior management oversees the management of these risks. The Group’s senior management ensures that the Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives. The Group reviews and agrees on policies for managing each of these risks which are described below.
Market risk
Market risk relates to the risk that changes in prices, including sports betting prices/odds, foreign currency exchange rates and interest rates, will impact the Group’s income or the value of its financial instruments. Market risk management has the function of managing and controlling the Group’s exposure to market risk to within acceptable limits, while at the same time, ensuring that returns are optimized.
The management of market risk is performed under the supervision of the Group’s senior management and according to the guidance approved by them.
Sports betting prices/odds
Managing the risks associated with the sportsbook bets is a fundamental part of the Group’s business. Group senior management has the responsibility for the compilation of bookmaking odds and for sportsbook risk management as well as responsibility for the creation and pricing of all betting markets, and the trading of those markets through their lives.
A mix of traditional bookmaking approaches married with risk management techniques from other industries is applied, and extensive use is made of mathematical models and information technology. The Group has set predefined limits for the acceptance of sportsbook bet risks. Stake and loss limits are set by reference to individual sports, events and bet types. These limits are subject to formal approval by senior management.
Cash and cash equivalents
Cash and cash equivalents comprise of:
| 2022 € '000s | 2021 € '000s | |||||||
| Cash-in-transit | ||||||||
| Processor bank balances | ||||||||
| Bank balances | ||||||||
We maintain cash and cash equivalents with major financial institutions. Our cash and cash equivalents consist of bank deposits held with banks that, at times, exceed federally or locally insured limits.
F-60
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure that; as far as possible, it will have sufficient liquidity to meet its liabilities when they become due.
Cash flow forecasting is performed in the operating entities of the Group on a monthly basis and then aggregated by Group Finance which closely monitors the actual status per company and the rolling forecast of the Group’s liquidity.
Customer funds are kept in dedicated accounts, separately from the Group’s operational bank accounts in order to ensure that their liability is met. The following table shows the cash flows for financial liabilities.
| Carrying Amount € '000s | Contractual cashflows € '000s | less than1 year € '000s | 1 - 2 years € '000s | 3 - 5 years € '000s | Over 5 years € '000s | |||||||||||||||
At December 31, 2022 | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Trade payables | ||||||||||||||||||||
| Accruals | ||||||||||||||||||||
| Other payables | ||||||||||||||||||||
| Customer liabilities (at fair value through profit/loss) | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Derivative financial instruments | ||||||||||||||||||||
| Interest-bearing loans and borrowings - principal | ||||||||||||||||||||
| Interest-bearing loans and borrowings - interest | ||||||||||||||||||||
| Total | ||||||||||||||||||||
At December 31, 2021 | ||||||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Trade payables | ||||||||||||||||||||
| Accruals | ||||||||||||||||||||
| Other payables | ||||||||||||||||||||
| Customer liabilities (at fair value through profit/loss) | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Deferred consideration | ||||||||||||||||||||
| Interest-bearing loans and borrowings - principal | ||||||||||||||||||||
| Interest-bearing loans and borrowings - interest | ||||||||||||||||||||
| Total | ||||||||||||||||||||
F-61
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Changes in liabilities arising from financing activities
| Interest-bearing loans and borrowings and deferred consideration € '000s | Lease liabilities € '000s | Total € '000s | |||||||||
| At January 1, 2020 | |||||||||||
| Cash inflows | |||||||||||
| Cash outflows | ( | ( | ( | ||||||||
| Loans novated | |||||||||||
| Deferred consideration paid | ( | ( | |||||||||
| Effects of movements in exchange rates | ( | ( | |||||||||
| New leases | |||||||||||
| Increase in deferred consideration | |||||||||||
| Arising from business combinations | |||||||||||
| Interest | |||||||||||
| At December 31, 2020 | |||||||||||
| Cash inflows | |||||||||||
| Cash outflows | ( | ( | ( | ||||||||
| Deferred consideration paid | ( | ( | |||||||||
| Effects of movements in exchange rates | |||||||||||
| Disposals | ( | ( | |||||||||
| New leases | |||||||||||
| Other | |||||||||||
| Increase in deferred consideration | |||||||||||
| Loans novated - share subscription | ( | ( | |||||||||
| Arising from business combinations | |||||||||||
| Liabilities assumed on business combination | |||||||||||
| Loans novated | ( | ( | |||||||||
| Loans waived | ( | ( | |||||||||
| Interest | |||||||||||
| At December 31, 2021 | |||||||||||
| Cash outflows | ( | ( | ( | ||||||||
Loans assumed in connection with the shares repurchased (See note 17.1) | |||||||||||
Payments related to the repurchased shares (See note 17.1) | ( | ( | |||||||||
| Deferred consideration paid | ( | ( | |||||||||
| Effects of movements in exchange rates | ( | ||||||||||
| Disposals | ( | ( | |||||||||
| New leases | |||||||||||
| Arising as a result of merger | |||||||||||
| Arising from business combinations | |||||||||||
| Liabilities assumed on business combination | |||||||||||
| Interest | |||||||||||
| At December 31, 2022 | |||||||||||
F-62
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Credit risk also arises where cash and cash equivalents and restricted cash are deposited with banks or financial institutions. It is the Group’s policy to deposit funds only with reputable institutions with an acceptable credit rating, and to keep the position under review. Management do not consider there to be a concentration of credit risk within the Group as the amounts receivable at year end are spread across a number of 3rd party supplier across multiple locations.
The Group applies the IFRS 9, ‘Financial Instruments,’ simplified approach for trade and other receivables that do not contain a significant financing component and those that are recognized under IFRS 15, ‘Revenue from Contracts with Customers.’
The Group’s sports betting and online casino business are predominantly cash businesses where there is a requirement for the customer to pay in advance of entering into a transaction. These payments are collected through payment service providers. The Group does not grant credit to customers.
As such, the majority of the Group’s outstanding receivables balance is with 68 payment service providers (PSPs), some of which are global brands, and others are smaller and country specific. The Group considers these PSPs as financial institutions that have high credibility in the market and strong payment profiles.
The Group monitors trade and other receivables based on credit risk characteristics and aging of the receivables.
This is accomplished through weekly cash flow meetings where inflows from PSPs are reviewed, and on a monthly basis a ‘PSP aging report’ is assessed. This enables management to identify any settlements outstanding for more than a month and will then be raised for consideration of write offs. Management also considers current and forward-looking information based on publicly available information affecting the ability of the debtors to settle receivables, for example, news of a PSP declaring bankruptcy, experiencing fraud or financial difficulties, etc. Historically, write offs have been rare and immaterial, with the exception of specific one-off events.
In relation to regulatory deposits, cash and cash equivalents and loans receivable, the credit risk is low and any required provision would be non-existent or immaterial.
Restricted cash related to Digital Gaming Corporation
The Group has provided a financial guarantee on a loan facility extended by Standard Bank to DGC initially set at $50 million on April 9, 2021. This amount was subsequently increased via amendments to the facility agreement to $150 million. The actual amounts drawn down on this facility by DGC were $84.4 million (€79.3 million) in the year ended December 31, 2022 and $46.2 million (€40.8 million) in the year ended December 31, 2021.
As of December 31, 2022, the total draws on this facility amounted to $130.6 million (€121.7 million), which is the maximum credit risk exposure of the Group in the event of DGC failing to repay the loan and has been set aside within restricted cash as required by the lender.
As discussed in note 26, the Group exercised the option to acquire DGC in January 2023. The Group extended the facility to DGC in order to facilitate DGC obtaining various licenses in the USA. The provision of the facility is advantageous to the future business and the Group does not consider the guarantee to be a risk to the Group. The remaining balance of restricted cash held of €26.6 million as at December 31, 2022 (2021: €19.5 million), relates to cash held to cover monies owed to customers, as discussed in note 2.9.
F-63
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 19 | Financial instruments - fair values and risk management (continued) | ||||
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in exchange rates. Foreign exchange risk arises from future commercial transactions and recognized financial assets and liabilities. Some of the Group’s subsidiaries operate in local currencies, primarily GBP, GHS, NGN, CAD, ZAR. Exchange rates are monitored by Group Finance on a monthly basis to ensure that adequate measures are taken if fluctuations increase.
Effect of a quantitative change of foreign currency exchange rates of the Euro against the exposed currencies on the Group’s monetary financial assets and liabilities is not material.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates.
The Group is mainly exposed to borrowings interest rate risk. The interest rate on borrowings is based on the variable and fixed interest rates disclosed in the analysis of financial institution loans table included in this note.
| 20 | Leases | ||||
The Group is a lessee and enters into contracts to lease office property and motor vehicles. Leases are individually negotiated and include a variety of different terms and conditions in different countries.
Lease contracts have fixed payments and are either non-cancellable or may only be cancelled by incurring a substantive termination fee. The Group is prohibited from selling or pledging the underlying leased assets as security. The Group includes renewal options as part of the lease term when these are reasonably certain.
The Group has no material short term or low value asset leases.
Right-of-use assets
The amount recognized as right-of-use assets is as shown:
| Leasehold property € '000s | Motor vehicles € '000s | Total € '000s | |||||||||
| At January 1, 2021 | |||||||||||
| Arising on business combinations | |||||||||||
| Effects of movements in exchange rates | |||||||||||
| Additions | |||||||||||
| Disposals | ( | ( | |||||||||
| Amortization | ( | ( | ( | ||||||||
| At December 31, 2021 | |||||||||||
| Arising on business combinations | |||||||||||
| Effects of movements in exchange rates | ( | ( | |||||||||
| Additions | |||||||||||
| Disposals | ( | ( | |||||||||
| Amortization | ( | ( | ( | ||||||||
| At December 31, 2022 | |||||||||||
F-64
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 20 | Leases (continued) | ||||
Lease liabilities
The recognized lease liability is as shown:
| Leasehold property € '000s | Motor vehicles € '000s | Total € '000s | |||||||||
| At January 1, 2021 | |||||||||||
| Arising on business combinations | |||||||||||
| Effects of movements in exchange rates | ( | ||||||||||
| Additions | |||||||||||
| Disposals | ( | ( | |||||||||
| Interest expense | |||||||||||
| Lease payments | ( | ( | ( | ||||||||
| At December 31, 2021 | |||||||||||
| Arising on business combinations | |||||||||||
| Effects of movements in exchange rates | ( | ( | ( | ||||||||
| Additions | |||||||||||
| Disposals | ( | ( | |||||||||
| Interest expense | |||||||||||
| Lease payments | ( | ( | ( | ||||||||
| At December 31, 2022 | |||||||||||
Maturity analysis - contractual undiscounted cash flows
| 2022 € '000s | 2021 € '000s | |||||||
| Less than one year | ||||||||
| One to five years | ||||||||
| More than five years | ||||||||
| Total undiscounted lease liabilities | ||||||||
Lease liabilities
Lease liabilities included in the Consolidated Statement of Financial Position
| 2022 € '000s | 2021 € '000s | |||||||
| Current | ||||||||
| Non-Current | ||||||||
| Total lease liabilities | ||||||||
F-65
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 20 | Leases (continued) | ||||
Amounts recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Interest on lease liabilities | |||||||||||
| Amortization on right-of-use assets | |||||||||||
| COVID-19 Rent Concession | ( | ||||||||||
Amounts recognized in the Financing Activities of the Consolidated Statement of Cash Flows
| 2022 € '000s | 2021 € '000s | 2020 € '000 | |||||||||
| Interest paid on lease liabilities | |||||||||||
| Principal payment on lease liabilities | |||||||||||
| Total cash outflow for leases | |||||||||||
| 21 | Related party transactions | ||||
Remuneration of key management personnel
The remuneration of the directors and executive officers (excluding non-executive directors), who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24, ‘Related Party Disclosures’. These expenses are included in the ‘General and administrative expenses’ line item within the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Short term employee benefits | |||||||||||
| Restricted Stock Units ('RSUs') Awards | |||||||||||
| Post-employment pension and medical benefits | |||||||||||
Key management personnel services were also provided by Whitfield Management Limited. Amounts paid to Whitfield Management Limited for these services for the year ended December 31, 2022 amounted to €2.2 million (2021: €1.6 million; 2020: €0.3 million).
As of December 31, 2021, the Group has made a cash advancement to Super Group (SGHC) Limited of €0.7 million.
| 22 | Dividends paid and proposed | ||||
| 2022 € '000s | 2021 € '000s | 2020 € '000s | |||||||||
| Cash dividends on ordinary shares declared and paid: | |||||||||||
| Final dividend | |||||||||||
| Dividend per share | |||||||||||
F-66
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 23 | Provisions | ||||
| 2022 € '000s | 2021 € '000s | |||||||
| Withholding, indirect and gaming taxes | ||||||||
| As at the beginning of the year | ||||||||
| Settled in the year | ( | |||||||
| Provided in the year | ||||||||
| Reversed in the year | ( | |||||||
| Effects of movements in exchange rates | ( | |||||||
| Amounts transferred to accruals during the year | ( | |||||||
| As at the end of the year | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total provisions | ||||||||
Provisions have been made based on the Group’s best estimate of the future cash flows, taking into account the risks and uncertainty of timing associated with each obligation.
Withholding, indirect and gaming tax provisions
The Group is subject to withholding, indirect and gaming taxes in the jurisdictions in which it operates. The Group records provisions for taxes in certain jurisdictions where the interpretation of tax legislation is uncertain or where the Group continues to challenge the interpretations and the likelihood of tax being payable is considered probable.
| 24 | Commitments and contingencies | ||||
Withholding, indirect and gaming taxes
As reflected in the critical accounting estimates and judgments disclosures in note 3, the Group reviews tax developments at each reporting date to determine if a provision should be recorded or a contingency disclosed. The Group assesses its tax liabilities taking into account current (and enacted but not yet implemented) tax law in conjunction with advice received from professional advisers and/or legal counsel. Management have assessed that the financial effect of such contingencies are either possible or probable but cannot be reliably measured due to considerable uncertainty regarding amount and/or timing.
Legal contingencies
The business is party to pending litigation in various jurisdictions and with various plaintiffs in the normal course of business. The Group takes legal advice as to the likelihood of success of claims and counterclaims. No provision arise where, due to inherent uncertainties, no accurate quantification of any cost, or timing of such cost, which may arising from any of the legal proceedings can be determined.
F-67
| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 24 | Commitments and contingencies (continued) | ||||
St. Pancras lease agreement
On September 16, 2022, the Group entered into a lease agreement with approximately €70 million of commitments, which had not commenced as of December 31, 2022, and as such, has not been recognized in the Consolidated Statement of Financial Position. The agreement has a lease term of 15 years and it is expected to commence in April 2024, when the necessary leasehold improvements to put the rented space in condition for the Group usage are concluded.
The Group is liable for the expenditures related to the leasehold improvements, which are estimated to be €15 million (included in the total commitments of €70 million) and will be incurred subsequent to the rented space being available for Group usage. As at December 31, 2022, no material leasehold improvements have been completed or disbursed. The leasehold improvements will entitle the Group to a rent free period up to 12 months and the first lease payment is expected for April 2025.
| 25 | Subsidiaries | ||||
The table below includes the Company’s principal subsidiaries as at December 31, 2022, determined as either contributing to 10 % or more of the Group assets or revenues. The Company has other subsidiaries, however the assets and revenues did not exceed 10 %, and the aggregate did not exceed 20 % of the Group’s consolidated assets or revenues for the year ended December 31, 2022:
| Name | % Equity interest | Country of incorporation | Nature of business | ||||||||
| 26 | Subsequent events | ||||
Share Repurchase Program
On January 11, 2023, the Board of Directors has authorized the repurchase of up to $25 million of Super Group ordinary shares through December 31, 2023. This timeframe can also be extended or shortened by the Board of Directors, and Super Group is not obligated to repurchase any shares. Repurchases, if any, will be made from time to time on the open market at prevailing prices or in negotiated transactions off the market.
Acquisition of DGC
The Group has completed the DGC acquisition subsequent to year-end but prior to the issuance of the financial statements. On April 7, 2021, SGHC entered into an agreement to acquire 100 % of the issued share capital of DGC a company holding an exclusive license to use the Betway brand in the United States of America ('USA').
DGC is an online sports betting and iGaming company with market access in up to thirteen USA states, eight of which are live today and, all utilizing the Betway brand, which it licenses from the Group on an exclusive basis. This acquisition enables the Group’s USA market entry, further enhancing its global footprint.
The purchase of DGC was conditioned upon written consent from a number of different gaming authorities in the USA that gaming approvals for certain relevant jurisdictions and certain market access agreements would not terminate due to the purchase by DGC. Subsequent to year-end, in January 2023 (the 'DGC Acquisition Date'), the Group had received all of the required written consents and completed its acquisition of DGC.
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| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 26 | Subsequent events (continued) | ||||
The fair value of the consideration for DGC is €11.7 million (corresponding to $12.6 million) paid in cash upon the transaction closing. The Group will also assume the loan facility extended by Standard Bank to DGC as part of the transaction (see note 19), which is included in the fair value of identifiable liabilities assumed. Subsequent to the year ended December 31, 2022 and before the financial statements were authorized for issuance, the amount drawn in the facility was increased from €121.7 million (corresponding to $130.6 million) to €137.5 million (corresponding to $149.9 million). The acquisition will be accounted for a business combination in accordance with IFRS 3.
The preliminary fair values of the identifiable assets and liabilities assumed as at the acquisition date were:
| Digital Gaming Corporation € '000s | |||||
| Assets | |||||
| Property, plant and equipment | |||||
| Deferred tax asset | |||||
| Trade and other receivables | |||||
| Cash and cash equivalents | |||||
| Liabilities | |||||
| Interest-bearing loans and borrowings | ( | ||||
| Income tax payable | ( | ||||
| Trade and other payables | ( | ||||
| Customer liabilities | ( | ||||
| Deferred tax liabilities | ( | ||||
| ( | |||||
| Net identifiable liabilities assumed | ( | ||||
| Goodwill and other intangible assets | |||||
| Purchase consideration | |||||
The fair value of the trade receivables is the same as the gross amount of trade receivables and it is expected that full contractual amounts can be collected.
Goodwill and other intangible assets were based on a provisional assessment of their fair value as the valuation report had not been completed by the date the financial statements were approved for issue by the Board or Directors. Goodwill acquired through the business combination will be fully allocated to the Betway cash generating unit, which is also an operating segment. None of the goodwill recognized is expected to be deductible for income tax purposes.
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| Super Group (SGHC) Limited | ||
| Notes to Consolidated Financial Statements (continued) | ||
| 26 | Subsequent events (continued) | ||||
The following table summarizes the net cash flow on acquisition:
The acquisition accounting for the above acquisition remains provisional for one year from the acquisition date and may change if new information is obtained relating to the conditions that existed at the acquisition date.
| Cash paid € '000s | Net cash acquired with the subsidiaries € '000s | Net cash flow on acquisition € '000s | |||||||||
| Digital Gaming Corporation | ( | ( | |||||||||
Proposed sale of B2B Division of DGC
As described in the section "Option to sale B2B Division of DGC" in note 19, the Group granted the B2B Option to Mahi, an entity of Games Global, that allows Mahi or one of its nominees to purchase the B2B Division of DGC for $10 million, adjusted for revenues earned and operating expenses incurred by the B2B Division.
As described above, the Group has completed the acquisition of DGC in January 2023, which was one of the conditions necessary to allow Mahi to exercise the B2B Option. The remaining condition is Mahi obtaining approvals to acquire and operate the B2B Division in accordance with the applicable gaming laws. The process to obtain the approvals is ongoing and was not finalized on the date these financial statements were authorized for issue.
Loans receivable
The Group has made additional disbursements in connection with the loan agreement with Apricot totaling €24.8 million (see note 19). The total amount disbursed by the Group, including the amounts previously disbursed in the year ended December 31, 2022, have reached the maximum of €43.0 million set forth in the loan agreement.
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