Allwyn Ag · ATHEX:ALWN
Allwyn — SPAC Merger (May 2022)
48 slides from Allwyn's SPAC merger presentation, May 23, 2022
Slide 1: Maximizing Returns to Good Causes
HIGHLY CONFIDENTIAL May 2022 Maximizing Returns to Good Causes For further information on our company, please visit our website: allwynentertainment.com
Slide 2: General
2 General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Sazka Entertainment AG and its subsidiaries, joint ventures and associates ("Allwyn" or the "Company"), its business assets, strategy and operations has be
Slide 3: Forward Looking Statements, Financial Projections and Financial Targets
3 Forward Looking Statements, Financial Projections and Financial Targets Certain information in this Presentation and oral statements made in connection with this Presentation are forward - looking. Forward - looking statements include, without limitation, statements regarding the estimated future
Slide 4: • Vice Chairman of IBM since January 2021 • Assistant to POTUS for Economic
4 • Vice Chairman of IBM since January 2021 • Assistant to POTUS for Economic Policy and Director of the National Economic Council : January 2017 – April 2018 • President, Chief Operating Officer and director of Goldman Sachs : 2006 – 2016 • Additional Goldman Sachs leadership positions incl. Global
Slide 5: Transaction summary
Transaction summary ends Jun - 30 Note: Assumes no redemption from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.06 applied, sourced from CapIQ, as of 20 - May - 22 1) Cohn Robbins cash in trust as of 31 - March - 22. Subject to potential redemptions 2) Allwyn represents the rebranded operations o
Slide 6: Significant strategic progress already achieved since transaction announcement
6 Significant strategic progress already achieved since transaction announcement What We Said We Would Do… Source: Company information, UK Gambling Commission 1) The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment
Slide 7: Introduction to Allwyn
7 Introduction to Allwyn Opening Remarks by KKCG Founder, Karel Komarek
Slide 8: Allwyn at a glance – Leading lottery operator
8 Selected new markets being targeted 27% 16% 25% 32% 71% 9% Allwyn at a glance – Leading lottery operator… Scale Financial strength (Pro Rata) 5 Leadership Diversified business (Pro Rata) 5 #1 lottery operator across 5 markets 1 Austria Czech Republic Greece and Cyprus Italy €19bn FY21A wagers 2 Up
Slide 9: Positioned in the sweet spot of the lottery ecosystem
9 1) H2GC; Adult population playing lottery in Austria (84%), Czech Republic (73%), Greece (56%), Italy (34%), as of 2019 Up to 84% of adult population in certain operating markets 1 Operate lottery on behalf of government, managing brand and point of sale network Retailers and agents … positioned i
Slide 10: Our scale and track record creates a platform to drive future growth
10 Our scale and track record creates a platform to drive future growth Operating Excellence Opportunity to build and leverage best practices through deep, broad - reaching expertise Leverage Partnerships Win new business through relationships with vendors and partnerships with governments Shared Ov
Slide 11: ESG ratings, achievements and targets
11 Sources: Company reporting 2021 and 2020, Sustainalytics as of 11 - Feb - 2022 1) In 2014 Casinos Austria was the first company worldwide to boast a responsible gaming management system that was certified to European Casino Association (ECA) standards Achievements and memberships ESG ratings 1 20
Slide 12: Overview and Highlights
allwyn O | Overview and Highlights
Slide 13: Allwyn's key investment highlights
13 1) Global lottery sales, sourced from H2GC Operates in ~$300bn 1 global lottery industry, which is poised for growth through increased digitization Highly cash generative business, making funding available for organic and inorganic growth (e.g. M&A opportunities) Strong organic growth driven by d
Slide 14: Lottery: a ~$300bn global industry
47 71 89 93 95 99 105 107 128 140 147 154 161 130 115 159 167 168 175 176 166 167 175 184 190 196 1 3 7 9 10 12 15 21 26 31 36 42 48 $ 163 $ 204 $ 255 $ 268 $ 273 $ 286 $ 297 $ 295 $ 321 $ 347 $ 367 $ 385 $ 405 2005A 2010A 2015A 2016A 2020A 2021A Draw - Based Games 2022E 2023E 2024E 2025E 2017A 2018
Slide 15: Lottery's unique characteristics contribute to sector resilience
15 Source: H2GC, World Bank Note: Lottery wagers include State Lottery style games only, and do not include VLTs, Sportsbetting; Casino, Sports Betting and iGaming figures represent gross win; GDP growth rates based on World Bank data for OECD countries only; Lottery wagers assume historical and pro
Slide 16: With upside potential from increasing online penetration
16 Source: H2GC 13 19 21 22 27 26 17 23 30 32 34 35 36 5 9 10 12 14 16 20 26 31 36 40 44 48 $18 $28 $31 $34 $41 $42 $37 $49 $61 $67 $79 $84 2010A 2015A 2016A 2017A 2018A 2019A La nd - ba sed NGR 2020A Online NGR 2023E 2024E 2025E 2026E 2021E 2022E Online penetration ( %) 57% Potential to increase on
Slide 17: Rapid growth in online customer base
17 Source: Company information 1) Average monthly active online customers are customers with at least one online purchase made on a particular gaming platform during a given month. Data for Austria is based on players for OLG and tipp3, for Czech Republic on SAZKA a.s., for Greece and Cyprus OPAP an
Slide 18: Platform to cross-sell customers
18 Source: Company information 1) Based on aggregate online GGR across all products offered in Czech Republic 2) Based on management estimates (subject to material change) 2017A 2018A 2019A 2020A 2021A 2017 Cohort 2018 Cohort 2019 Cohort 2020 Cohort 2021 Cohort > Increase number of games > Loyalty p
Slide 19: High structural barriers to entry
19 High structural barriers to entry Source: Company information 1) Selected as Preferred Applicant for UK National Lottery. The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming
Slide 20: Buy and build track record: from zero to €19bn wagered in ten years
20 Source: Company information 1) UK National Lottery. The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, woul
Slide 21: New market opportunities
21 New market opportunities Attractive opportunities to expand in the US and untapped European markets Source: H2GC 1) Lottery market wagers as of 2022E; includes gross wagers for State Lottery lottery - style games only (i.e. excludes VLTs / Sportsbetting / Offshore Lottery) Allwyn is a scaled oper
Slide 22: Selected as Preferred Applicant for UK National Lottery License Tender
22 Source: Company information, UK Gambling Commission 1) The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirmed as the incoming UKNL operator and, subject to a successful period of transition, w
Slide 23: The UK National Lottery is one of the Largest in Europe
23 The UK National Lottery is one of the Largest in Europe Camelot UK Lottery Key Financials (1) NGR (£m) Source: H2GC, Camelot annual reports Note: GBP:EUR spot rate of 1.18 applied, sourced from Capital IQ as of 20 - May - 22 Disclaimer: Camelot historical results are not necessarily indicative of
Slide 24: US Lottery Opportunity
AL - MT $0.07 ND $0.03 MN $0.76 ID $0.41 WY $0.03 SD $0.08 WA $1.03 OR $0.44 CA $9.64 NV - UT - KS $0.35 NE $0.24 IA $0.44 AZ $1.62 NM $0.16 TX $7.22 OK $0.26 AK - HI - MO $1.75 AR $0.69 LA $0.60 WI $0.82 IL $3.36 MI $7.54 IN OH $1.92 $3.85 KY $1.42 TN $2.04 MS $0.50 GA $5.60 FL $8.11 ME $0.35 NY $8
Slide 25: Track record of driving organic and inorganic growth
25 Source: Company information 440 25 131 597 65 157 819 51 90 960 (202) 119 877 221 66 1,165 2016A 2017A 2018A 2019A 2020A 2021A Track record of driving organic and inorganic growth +6% +30% +11% +26% +6% +11% (21%) +12% +36% +37% +17% Organic growth (%) Inorganic growth (%) +25% +8% (9%) Allwyn ha
Slide 26: Strong revenue, profit and cash-flow momentum expected to continue
638 542 315 392 332 540 2018A 2019A 2020A 2021A 2022E 346 419 365 573 751 819 2019A 2020A 2021A 2022E 2023E Strong revenue, profit and cash - flow momentum expected to continue Source: Company information, Management estimates (subject to material change) 26 Note: Stoiximan consolidated in OPAP from
Slide 27: Already realized initiatives and tangible upsides support Adj. EBITDA forecasts
27 Source: Company information, Management estimates (subject to material change) 1) Selected as Preferred Applicant for UK National Lottery. The award of the UKNL license is currently being contested in a legal challenge. Unless the challenge is successful, Allwyn Entertainment Ltd will be confirme
Slide 28: Expected strong balance sheet
2.6x 2.0x 1.5x 0.5x 0.4x 0.4x 2.4x 1.9x 2023PF Standalone pro rata financial leverage 2 Unadjusted for expected primary proceeds Source: Company information, Management estimates (subject to material change) 1) Pro forma for OPAP stake increase from 41.2% to 48.2% since YE - 21 and a €170 mm one tim
Slide 29: Experienced board and management team
29 1) Future Board of Directors Experienced board and management team Management 5 Non - independent Director Katarina Kohlmayer ▪ Group CFO of KKCG ▪ Previous experience at Morgan Stanley and VTB Capital Pavel Saroch ▪ CIO of KKCG ▪ Previous experience at Ballmaier & Schultz, Prague Securities, ATL
Slide 30: Transaction Framework
allwyn OD crcin Framework
Slide 31: Transaction sources and uses
31 Transaction sources and uses Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353m common PIPE proceeds; EUR:USD spot rate of 1.06 applied, sourced from CapIQ, as of 20 - May - 22 1. Cohn Robbins cash in trust as of 31 - March - 22 • All transaction proceeds (net of transact
Slide 32: Pro forma valuation and transaction highlights
Pro forma valuation and transaction highlights Key transaction highlights Expected ~$9.6bn / ~€9.0bn Total Enterprise Value at deal – ~11.0x EV / 2023E Adj. EBITDA Expected ~$9.0bn / ~€8.5bn Total Enterprise Value on a discounted basis for SPAC / PIPE investors – ~10.3x EV / 2023E Adj. EBITDA 2 Expe
Slide 33: Allwyn compares favorably to primary lottery peers
Allwyn compares favorably to primary lottery peers Leading earnings growth coupled with highest cash conversion among lottery comparables 2 3 Lottery 19A - 23E NGR CAGR (%) 17.3% 5.0% 5.2% 4 2023E Adj. EBITDA margin (%) 45.1% 23.9% 21.0% 5 19A - 23E Adj. EBITDA CAGR (%) 18.2% 8.9% 9.6% 2023E cash co
Slide 34: Comparable Company Analysis
9.2x 8 .6x 11.0 x 10 .3x 10 .8 x 17.8 x 12.7x 9.2x 2019 - 2023E Adj. EBITDA CAGR 18 .2% 18 .2% 8 .9% 9.6% 7.0 % 10 .7% 9,020 813 +165 2 = 979 9.2x Comparable Company Analysis Single Market Lottery Operator Diversified Gaming peers (Including Bonus Shares) Source: FactSet, Cap IQ, Company provided in
Slide 35: expected to be adjusted by the same ratio. 5) Based on .2% 2019 -
expected to be adjusted by the same ratio. 35 5) Based on 18.2% 2019 - 2023E EBITDA CAGR 6) Reflects expected impact of shares underlying 42.2mm total Sponsor and SPAC public warrants net exercised into shares using TSM. Reflects expected impact from 30.0mm earnout shares to existing Allwyn sharehol
Slide 36: Leading lottery led entertainment platform
• • • • • • • Leading lottery led entertainment platform Scaled business that is expected to generate $868mm / €819mm of 2023E EBITDA 1 High operating barriers to entry Positioned to capitalize from continued shift to digital Attractive organic and inorganic growth opportunities with expected signif
Slide 37: Appendix
allwyn Appendix
Slide 38: Bonus pool structure
38 1) Redemption level at which the minimum cash condition is expected to be met (40.02%). Bonus pool structure • Non - redeeming SPAC public shareholders to receive a pro - rata portion of a 6.6mm bonus pool of shares at the closing • As redemptions increase, cost basis to SPAC public shareholders
Slide 39: Pro forma ownership and operating company stakes
Source: Company information Note: Assumes no redemptions from Cohn Robbins SPAC Trust and and assumes $353m common PIPE proceeds. Includes impact from expected bonus pools for non - redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares
Slide 40: Our financials explained
40 Our financials explained F E F EBITDA Costs A Amounts wagered • Amount of wagers placed by customers B Players’ winnings • Winners’ pay - outs OPEX • Agent commission (variable, calculated as a % NGR) • IT related costs from gaming suppliers (semi - variable) • Other expenses include rental, cont
Slide 41: Online lottery grows total wagers in markets where it has been introduced
41 Source: H2GC Note: Scaled to reflect 2015A total wagers within each country 1) Digital increase calculated as growth in digital wagers from 2015A – 2019A, as a percentage of digital wagers for 2015A 2) No data for Czech 2015A digital 2015A 2019A 2015A 2019A UK National Lottery 2015A 2019A 2015A 2
Slide 42: UK National Lottery Overview
Connectivity Partner Infrastructure / Technology Partner • Team of UK and international experts with considerable experience in the UK’s retail, gaming, digital and entertainment sectors • Global leader in lottery games, sports betting and technology Allwyn Selected Preferred Applicant for UK Nation
Slide 43: Pro rata organic NGR development during COVID pandemic
43 Q1 - 19 Q2 - 19 Q3 - 19 Q4 - 19 Q1 - 20 Q2 - 20 Q3 - 20 Q4 - 20 Q1 - 21 Q2 - 21 Q3 - 21 Q4 - 21 Total NGR Q1 - 19 Q2 - 19 Q3 - 19 Q4 - 19 Q1 - 20 Q2 - 20 Q3 - 20 Q4 - 20 Q1 - 21 Q2 - 21 Q3 - 21 Q4 - 21 Austria - domestic and international casinos Greece (excl. Stoiximan) Pro rata organic NGR deve
Slide 44: Summary of adjustments to EBITDA
44 Summary of adjustments to EBITDA Operating EBITDA 2019 2020 2021 Austria 211 147 232 Czech Republic 95 84 107 Greece and Cyprus 413 260 555 Italy 396 311 409 Corporate – SAZKA Group (27) (30) (14) Corporate – Allwyn – – (39) Adjustments to Operating EBITDA Austria – (4) (21) Czech Republic – (2)
Slide 45: Risk factors
45 The risks presented below are certain of the general risks related to SAZKA Entertainment AG (or PubCo following the closing of the Business Combination) (the "Company") (the Company, together with its subsidiaries, joint ventures and associates, the "Group"), Cohn Robbins Holdings Corp. ("SPAC")
Slide 46: Risk factors (Continued)
46 Risk factors (Continued) Risks Related to the Group's Industry and Business • The Group's businesses are affected by the risk of data leakage. • The operations of the Group's businesses may be subject to work stoppages or other labor disputes. • The Group's businesses may be unable to attract, tr
Slide 47: Risk factors (Continued)
47 Risk factors (Continued) Risks Related to SPAC and the Business Combination • Directors of SPAC have potential conflicts of interest in recommending that its stockholders vote in favor of approval of the Business Combination. • SPAC's initial stockholders, officers and directors may agree to vote
Slide 48: Risk factors (Continued)
48 Risk factors (Continued) Risks Related to Ownership of Class B Ordinary Shares Following the Business Combination and Operating as a Public Company • The price of the Company's common stock and warrants may be volatile and subject to wide fluctuations. • The Company will have increased costs as a