Betr Entertainment Limited · ASX:BBT
Betr Entertainment — Merger or Acquisition (February 2025)
43 slides from Betr Entertainment's merger presentation, Feb 5, 2025
Slide 1: Acquisition of TopSport and BlueBet Equity Raising
For personal use only ACQUISITION OF TOPSPORT AND BLUEBET EQUITY RAISING COMMERCIAL IN CONFIDENCE 5 FEBRUARY 2025
Slide 2: Important Notice & Disclaimer
IMPORTANT NOTICE & DISCLAIMER Important Notice and Disclaimer incomplete or misleading, or if any of those due diligence enquiries failed are based on many assumptions and are subject to significant uncertainties to identify potential issues, there is a risk that the actual financial position and co
Slide 3: Important Notice & Disclaimer (continued)
illegal. The securities referred to in this Presentation have not been, and Before making an investment decision, prospective investors should consider Future performance and forward-looking statements will not be, registered under the U.S. Securities Act of 1933, as amended the appropriateness of t
Slide 4: Important Notice & Disclaimer (continued)
historical financial information contained in this Presentation of BlueBet is, corporate, and each of their respective advisers, directors, representatives, together with other shares in BlueBet acquired by the Joint Lead Managers or is based on, information that has previously been released to ASX.
Slide 5: Executive Summary
EXECUTIVE SUMMARY • BlueBet Holdings Ltd (BlueBet or the Company) has entered into a binding Asset Sale Agreement (ASA) to acquire certain key assets of Merlehan Bookmaking Pty Ltd (trading as ‘TopSport’) (TopSport) (the Proposed Transaction) Summary of • The purchase price for the Proposed Transact
Slide 6: Transaction Overview
TRANSACTION OVERVIEW Bolt on, profitable revenue enhances the current, profitable betr business KEY COMMERCIAL TERMS1 TRANSACTION HIGHLIGHTS Deal Asset Sale, with a well-defined perimeter, limited to TopSport’s customer database, brand Limited additional cost Structure and intellectual property, key
Slide 7: About TopSport
ABOUT TOPSPORT TopSport’s customer base has highly attractive characteristics, including a skew towards sports wagering and minimal customer crossover with betr 11.3k ACTIVE CUSTOMERS $198.9m 38% TURNOVER TURNOVER ON SPORT For personal use only (H1 FY25)1,2 (H1 FY25)1 (H1 FY25)1 $14.4m 7.2% margin $
Slide 8: Background to the Acquisition of TopSport
BACKGROUND TO THE ACQUISITION OF TOPSPORT For personal use only
Slide 9: Q2 Highlights
Q2 HIGHLIGHTS For personal use only PROFIT WINNING SPRING REVENUE ONGOING OUTPERFORMANCE CARNIVAL SYNERGIES MOMENTUM Delivered EBITDA positive1 Trading capability and Faster, better technology Q2 FY25 half ahead of schedule in efficient, targeted platform and strategic trading momentum H1 FY25 with
Slide 10: H1 FY25 Recap
H1 FY25 RECAP Successful migration, and sustainable profitability ahead of schedule JUL AUG SEP OCT NOV DEC PREPARATION FOR MIGRATION DRIVE INCREASED EMERGING PROFITABILITY ENGAGEMENT AND MOMENTUM AT SCALE Legacy betr platform has ~3x higher promotional Period of heavy investment to migrate betr cus
Slide 11: Spring Racing Carnival
SPRING RACING CARNIVAL Outperformed market with strong trading performance and targeted promotions driving strong Net Win % Melbourne Cup Carnival 16.8% Gross Win Margin (+4.6ppts above industry average1) For personal use only Migrated betr customers in Q2 FY252 +18.7% Net Win on Racing +30.5% Net W
Slide 12: First Full Quarter on New Platform
FIRST FULL QUARTER ON NEW PLATFORM Faster, better platform provides revenue synergies through enhanced sport product mix and promotional efficiency CASE STUDY: SPORT MULTIS AND SAME GAME MULTIS1 +38% Turnover BETTER PRODUCT, SPEED per Active For personal use only AND EASE OF USE Customer +8pp Gross
Slide 13: Key Trading Metrics – Q2 FY25
KEY TRADING METRICS – Q2 FY25 1 EBITDA positive2 half delivered ahead of schedule, driven by strong Gross Win Margin and efficient conversion to Net Win Q2 FY25 Q2 FY24 CHANGE YTD FY25 YTD FY24 CHANGE Turnover $357.0m $154.8m 131% $645.1m $298.7m 116% Gross Win Margin % 14.6% 13.7% +1.1pp 14.2% 13.4
Slide 14: TopSport Acquisition Overview
TOPSPORT ACQUISITION OVERVIEW For personal use only
Slide 15: Strategic Rationale
STRATEGIC RATIONALE STRENGTHENED BUSINESS [ Enhanced profitability and scale in a significantly 1 » » earnings accretive acquisition for BlueBet $645.1m TURNOVER (H1 FY25) 1 shareholders with >30% pro-forma EPS accretion3 $198.9m TURNOVER (H1 FY25)4 expected in FY26 and FY27 For personal use only 14
Slide 16: Bolt On Acquisition Drives Profitable Scale
1 BOLT ON ACQUISITION DRIVES PROFITABLE SCALE The Company has a stated ambition to achieve 10%+ share of the Australian wagering market organically and via accretive M&A ACQUISITION OF TOPSPORT OFFERS1: INCREASED SCALE ENABLED BY RAPID For personal use only TopSport H1 FY25 turnover was c.30% of bet
Slide 17: Optimised Conversion of Revenue to EBITDA
2 OPTIMISED CONVERSION OF REVENUE TO EBITDA betr will not be assuming material existing TopSport operating expenses in the acquisition TOPSPORT WITHIN BETR STANDALONE1 OPERATIONS1 MORE EFFICIENT CONVERSION For personal use only OF TOPSPORT CUSTOMERS In 1H FY25, TopSport incurred $7.1m Net Win Net Wi
Slide 18: Platform and Product Delivering Higher Net Win %
3 PLATFORM AND PRODUCT DELIVERING HIGHER NET WIN % We anticipate TopSport customers will exhibit similar favourable characteristics to migrated betr customers once on the BlueBet technology and trading platform For personal use only IMPROVED PRODUCT + HIGHER ENGAGEMENT + BETTER DATA + IMPROVED EFFIC
Slide 19: Improve TopSport Customer Experience
3 IMPROVE TOPSPORT CUSTOMER EXPERIENCE A faster, cleaner wagering experience for migrated TopSport customers and the addition of key features and functionality on the BlueBet platform NET WIN MARGIN OPPORTUNITY ON TOPSPORT BASE 12% For personal use only 10% 10.4% IMMEDIATE BENEFITS IDENTIFIED FOR TO
Slide 20: Strengthening Our Best-in-Class Management Team
4 STRENGTHENING OUR BEST-IN-CLASS MANAGEMENT TEAM MATT MICHAEL ANDREW BILL TRIPP SULLIVAN MENZ RICHMOND For personal use only Chairman Non-Exec Director Chief Executive Officer Chief Operating Officer DARREN GARY TONY TRISTAN ROHIT NICK HOLLEY HARRIS THOMAS MERLEHAN SHARMA TWOMEY Chief Financial Off
Slide 21: Our Repeatable Model for Accretive M&A
5 OUR REPEATABLE MODEL FOR ACCRETIVE M&A Tier 1 product Net Win Significant Ready to go For personal use only resonating with optimised with experience in ‘playbook’ to target customers market-leading strategically drive further and providing data models, activating the consolidation in a platform p
Slide 22: Acquisition Funding and Overview of the Equity Raising
ACQUISITION FUNDING AND OVERVIEW OF THE EQUITY RAISING For personal use only
Slide 23: Equity Raising Overview
EQUITY RAISING OVERVIEW • Bluebet is undertaking an institutional placement to raise gross proceeds of approximately $15.0 million via the issue of approximately Offer Size and 44.1 million New Shares, utilising the Company’s existing placement capacity under ASX Listing Rule 7.1 and representing 7.
Slide 24: Equity Raising Timetable
EQUITY RAISING TIMETABLE Indicative Offer Timetable For personal use only Tuesday, 4 February 2025 Trading halt Tuesday, 4 February 2025 Placement bookbuild closes Wednesday, 5 February 2025 Placement results announced and shares resume trading Wednesday, 12 February 2025 Settlement of New Shares un
Slide 25: Appendices
For personal use only APPENDICES
Slide 26: Appendix A: Summary of the ASA
APPENDIX A SUMMARY OF THE ASA For personal use only
Slide 27: Details of the Proposed Transaction
DETAILS OF THE PROPOSED TRANSACTION Structure • The Proposed Transaction will be implemented by way of an asset purchase. • TopSport’s obligations under the ASA are guaranteed by TopSport’s founders, Tristan Merlehan and Lloyd Merlehan. Assumed • From Completion, BlueBet will only assume TopSport’s
Slide 28: Details of the Proposed Transaction (continued)
DETAILS OF THE PROPOSED TRANSACTION (CONTINUED) Deferred NGR Options Consideration (continued) The Deferred NGR Options will be: • issued based on NGR attributed to eligible TopSport Customers during the relevant testing period, with no Deferred Options issued if NGR is below $30 million for the fir
Slide 29: Appendix B: Key Risks
For personal use only APPENDIX B KEY RISKS
Slide 30: Key Risks: Introduction
1. KEY RISKS: INTRODUCTION • Before investing in BlueBet, you should be aware that several risks and uncertainties which are specific to BlueBet and of a more general nature, which may affect the future operating and financial performance of BlueBet and the value of BlueBet’s shares. • Before invest
Slide 31: Key Risks: Regulatory and Technology Risks
its ability to accept bets from existing customers could 2.2 TECHNOLOGY RISKS legal complaints and claims by customers, and regulatory adversely impact its business and future prospects. scrutiny and fines. Any of these could cause significant (a) System disruptions and outages damage to BlueBet’s r
Slide 32: Key Risks: AML/CTF and Key Personnel
the introduction of new features and functionality or new 2.3 ANTI-MONEY LAUNDERING / COUNTER- of AUSTRAC. Changes to the AML/CTF Act came into effect marketing and promotional efforts by BlueBet’s industry on 7 January 2025, which provide AUSTRAC with stronger TERRORISM FINANCING peers and competit
Slide 33: Key Risks: Additional Capital and Fraud
2.6 BLUEBET MAY REQUIRE ADDITIONAL requirements), the authorities that regulate the licences Examples of external fraud include: and authorisations that have been granted to BlueBet may CAPITAL TO FUND ITS GROWTH PLANS • creating multiple accounts using borrowed or stolen take disciplinary action ag
Slide 34: Key Risks: Marketing, Customers and Betting Volatility
undertakes a marketing strategy that ultimately turns out to 2.12 INABILITY TO RETAIN AND INCREASE 2.13 VOLATILITY IN BETTING RETURNS be ineffective or inefficient, this may lead to wasted costs CUSTOMER NUMBERS Betting returns are volatile. While the odds offered to and/or missed opportunity which
Slide 35: Key Risks: Intellectual Property and Reputation
intellectual property may not be adequate to prevent claims, or criminal or civil proceedings in the course of its with BlueBet may adversely impact its reputation or the unauthorised use of, or access to, BlueBet’s software, data business. Due to the highly regulated nature of the wagering reputati
Slide 36: Key Risks: General Investment and Equity Raising Risks
3. KEY RISKS: GENERAL INVESTMENT RISKS AND RISKS AS- SOCIATED WITH THE EQUITY RAISING 3.1 SHAREHOLDER DILUTION RISK • inclusion in or removal from market indices; and strikes, civil wars, natural disasters, outbreaks of disease or • general operational and business risks. other man-made or natural e
Slide 37: Key Risks: Related to the Proposed Transaction
4. KEY RISKS: RISKS RELATED TO THE PROPOSED TRANSACTION 4.1 COMPLETION RISK FOR PROPOSED insolvency event occurs in relation to a party or the If additional BlueBet shares are required to be issued to the conditions precedent are not satified (or, if applicable, Seller Shareholders arising from the
Slide 38: Key Risks: Integration and Due Diligence
which could have a material adverse effect on BlueBet’s necessary changes and difficulties in integrating various BlueBet has undertaken financial, tax, legal and financial potential financial condition or performance. operations and systems. The success of the Proposed analysis of TopSport in order
Slide 39: Key Risks: Third Party Consents and Share Price
4.9 POTENTIAL INABILITY TO OBTAIN THIRD BlueBet’s shares are freely tradeable on the ASX. The price at which the shares trade following completion of PARTY CONSENTS the Proposed Transaction will be affected by the financial Certain business contracts which are intended to be performance of the busin
Slide 40: Appendix C: International Offer Restrictions
APPENDIX C INTERNATIONAL OFFER RESTRICTIONS For personal use only
Slide 41: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new ordinary shares (“New Shares”) of BlueBet Holdings Ltd (the “Company”) in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not b
Slide 42: International Offer Restrictions (continued)
INTERNATIONAL OFFER RESTRICTIONS (CONTINUED) SINGAPORE UNITED KINGDOM This document and any other materials relating to the New Shares have not been, and will Neither this document nor any other document relating to the offer has been delivered for not be, lodged or registered as a prospectus in Sin
Slide 43: For personal use only
For personal use only
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