Allwyn Ag · ATHEX:ALWN
Allwyn — SPAC Merger (January 2022)
45 slides from Allwyn's SPAC merger presentation, Jan 21, 2022
Slide 1: Allwyn investor presentation, January 2022
January 2022 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: Presenter and executive biographies
• Board member: nanoPay, Hoyos Integrity, Infinite Arthroscopy, Gro Intelligence, and Starling Trust Sciences; Chairman of the Board of Pallas Advisors • Serves on Systemic Resolution Advisory Committee (SRAC) of the FDIC 4 • Vice Chairman of IBM since January 2021 • Assistant to POTUS for Economic
Slide 5: Transaction summary
5 Transaction summary Note: Assumes no redemption from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7 - Jan - 22 1) Subject to potential redemptions 2) Allwyn represents the rebranded operations of Sazka Entertainment AG, which is the entity that will be
Slide 6: Investment thesis and right partner for Allwyn
6 • Founders’ combined 70+ year track record • Cohn’s history of strategically and financially advising companies • Robbins’ experience as lead shareholder and his $100bn+ of buyout transactions • Founders anticipate long - term relationship with Allwyn • Cohn Robbins’ strong relationships with expe
Slide 7: Introducing the new brand
7 Introdu c ing The new brand of For further information on our company, please visit our website: allwynentertainment.com (currently undergoing rebrand)
Slide 8: Allwyn at a glance – Leading lottery operator
2 9 % 3 4 % LTM Q2 - 21A 1 6 % 20% 76% 9% 7% 8% Allwyn at a glance – Leading lottery operator… S c ale Financial strength (Pro Rata) 5 L ead e rs h ip Div e rsi f ied business (Pro Rata) 5 #1 lottery operator across 5 markets 1 A u s tr i a Czech R e p u b lic Greece and Cyprus Italy €16bn LTM Q2 -
Slide 9: Diversified consumer-focused lottery-led business within the lottery ecosystem
9 • Operate lottery on behalf of government, managing brand and point of sale network Distribution channels … And diversified consumer - focused lottery - led business within the lottery ecosystem Consumers • Up to 84% of adult population in certain operating markets 1 • Retail: gas stations, retail
Slide 10: Overview and Highlights
Overview and Highlights allwyn
Slide 11: Allwyn's key investment highlights
11 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 12: Global annual lottery wagers
$310 $145 $75 $2 2 Lottery Casino Sports Betting iGaming 51 76 94 99 101 105 112 110 132 140 147 154 161 138 123 166 174 175 182 183 168 176 194 200 208 216 1 3 7 9 10 12 16 21 26 31 36 42 48 $175 $217 $267 $281 $286 $299 $310 $299 $333 $364 $383 $404 $425 2 0 05A 2 0 10A 2 0 15A 2 0 16A 2 0 17A 2 0
Slide 13: Appealing characteristics of lottery drive high participation
13 Source: H2GC, UK DCMS Taking Part Survey (2020) 1) Data as of 2019 based on H2GC 2) In certain European jurisdictions; based on UK DCMS Taking Part Survey conducted in the UK 41% 34% 47% ... Enable high participation across market populations… % adult population playing lottery 1 By Country 84% 7
Slide 14: Lottery demonstrates strong resilience across market cycles
14 Source: H2GC, World Bank Note: Lottery wagers include State Lottery style games only, and do not include VLTs, Sportsbetting; Casino, Sports Betting and iGaming figures represent gross win; GDP growth rates based on World Bank data for OECD countries only; Lottery wagers assume historical and pro
Slide 15: Upside potential from increasing online penetration
15 Source: H2GC Potential to increase online lottery penetration in Allwyn’s operating markets, based on trends in other developed countries’ global sports betting and lottery markets Global sports betting NGR ($bn) 49% 36% 32% 18% 16% 13% 1 1% 5% 3% Potential upside Further growth and profitability
Slide 16: Online lottery grows total wagers in markets where it has been introduced
16 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 2 0 15A 2 0 1 9 A 2 0 1 5 A 2 0 1 9 A 2 0 15A 2 0 1 9 A 2 0 1 5
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) > Increase number of games > Loyalty programs > Gamification Expected results 2 Cross - selling initiatives Lo t tery Sportsbook
Slide 19: High structural barriers to entry
Source: Company information 19 1) OPAP and Stoiximan brands owned; some game brands owned by the Greek state 2) Population data sourced from H2GC 3) Based on 100% market share in jackpot lotteries as per Company data x x x 1 (Umbrella brands and some game brands) Owned by the regulator x Brand owner
Slide 20: Buy and build track record: from zero to €16bn wagered in ten years
Source: Company information 20 1) Calculated as the aggregate wagers for Allwyn’s key operating entities on a 100% basis (SAZKA a.s., OPAP, CASAG, LottoItalia) Acquisition of Acquisition of 67% stake in 36.8% stake in SuperSport Stoiximan and Betano Acquisition of a 50% stake in SAZKA a.s. (2011) Bu
Slide 21: Opportunities to expand in the US and untapped European markets
Attractive opportunities to expand in the US and untapped European markets Current European operating markets € 28 bn 2022E wagers 1 Source: H2GC 21 1) Lottery market wagers as of 2022E; includes gross wagers for State Lottery lottery - style games only (i.e. excludes VLTs / Sportsbetting / Offshore
Slide 22: Attractive opportunities for expansion in new markets
(€bn) Lottery market total wagers (2022E) 1 United Kingdom 9.4 USA 87.7 Belgium 1.6 Canada 8.1 Czech Republic 0.7 Germany 9.6 Netherlands 2.1 Attractive opportunities for expansion in new markets Source: H2GC 22 1) Includes gross wagers for State Lottery lottery - style games only (i.e. excludes VLT
Slide 23: Track record of driving organic and inorganic growth
23 Source: Company information, Management estimates (subject to material change) Track record of driving organic and inorganic growth Allwyn has successfully delivered organic growth and implemented buy - and - build strategy to drive performance Group pro rata NGR (€mm) 440 25 131 597 65 157 819 5
Slide 24: Strong revenue, profit and cash-flow momentum expected to continue
2018A 2019A Source: Company information, Management estimates (subject to material change) 24 Note: Stoiximan consolidated in OPAP from 2021E onwards 1) Forecast growth for 2023E also excludes potential contribution from M&A 2) Calculated as (Adj. EBITDA – capex) / Adj. EBITDA 315 392 332 507 675 72
Slide 25: Initiatives support 2022E Adj. EBITDA forecasts
25 Source: Company information, Management estimates (subject to material change) €419 €31 € 11 1 €24 €63 €62 €710 2019A Adj. EBITDA Completed bolt - on acquisition Achieved ownership increases Additional planned ownership increases Organic NGR growth Margin expansion 2022E Adj. EBITDA Already reali
Slide 26: Standalone pro rata financial leverage
Source: Company information, Management estimates (subject to material change) 26 Note: Allwyn may opportunistically access the debt capital markets in the near future and use a portion of the proceeds to refinance certain of its outstanding debt. Allwyn does not anticipate that any such capital rai
Slide 27: Experienced board and management team
1) Gary Cohn to assume role of Special Advisor to the Chairman 27 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 ▪ Previo
Slide 28: avs
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Slide 29: Sources and uses
• All transaction proceeds (net of transaction expenses) will be paid out to existing shareholders if gross transaction proceeds are less than or equal to $850mm (the minimum cash requirement). If gross transaction proceeds exceed the minimum cash requirement, incremental transaction proceeds will b
Slide 30: Pro forma valuation and transaction highlights
30 PF valuation @ $10.00 / Share 1 1 10 . 8 x 10 . 8 x 2 , 3 8 . 8 % 8 . 8 % Implied PF Adj. net debt / 2021E Adj. EBITDA 2 . 1 x 2 . 1 x Implied PF Adj. net debt / 2022E Adj. EBITDA 1 . 6 x 1 . 6 x Pro forma valuation and transaction highlights Key transaction highlights Existing Allwyn shareholder
Slide 31: Defining Allwyn's public comparables
31 Lot t ery Diversified International Gaming Defining Allwyn’s public comparables Similarities with Allwyn • Operators primarily focused on the lottery sector and/or a recreational user base • Organic growth profile • Growing and resilient underlying lottery market Differences with Allwyn • Often c
Slide 32: Comparable company benchmarking
9 5 .0 % 80 . 9 % 5 8 .4 % n .a. 7 1 .8 % 8 3 .7 % 4 7 .9 % 2 2 .7 % 1 9 .7 % 4 3 .8 % 19 . 0 % 16 . 7 % 23 . 9 % 5 Comparable company benchmarking 19A - 22E Adj. EBITDA CAGR (%) 2022E Cash c on v ers ion 2 (%) 2022E Adj. EBITDA margin (%) Source: Company information, Capital IQ as of 7 - Jan - 22 3
Slide 33: Comparable company benchmarking (Continued)
11.3x 1 2 .1 x 16.6x 26.5x n.a. 28.7x 13 . 6 x 0 . 6 x 0 . 7 x 1 . 7 x 3 . 3 x 0 . 3 x 0 . 6 x 0 . 5 x Comparable company benchmarking (Continued) EV / 2022E Adj. EBITDA – Last 6 months range 1 EV / 2022E Adj. EBITDA – capex Source: Company information, Press releases, Capital IQ, as of 7 - Jan - 22
Slide 34: Allwyn compares favorably to primary lottery peers
Source: Company information, Capital IQ as of 7 - Jan - 22 Note: All financials calendarized to Dec - YE 34 1) Based on pro rata Allwyn financials sourced from management estimates (subject to material change) 2) Lottery and Keno segments only; historical values based on reported company financials;
Slide 35: Transaction valuation summary
Source: Company information, Press Releases Note: Assumes no redemptions from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7 - Jan - 22; Adj. net debt as of Dec - 21E including €322mm of convertible notes expected to be outstanding at transaction close; E
Slide 36: Illustrative cost basis to SPAC shareholders
36 Illustrative Cost Basis to SPAC S/H $9.26 $9.18 $9.09 $8.97 $8.82 Illustrative Implied EV / 2022E EBITDA for SPAC S/H 10.8x 10.7x 10.6x 10.5x 10.4x Illustrative Value to Non - Redeeming S/H at $10.00 at Close $10.80 $10.89 $11.00 $11.14 $11.33 Illustrative Redemptions -- 10% 20% 30% ( 1 ) 40% SPA
Slide 37: Investment summary
• • • • • • • Leading lottery led entertainment platform Scaled business that is expected to generate $810mm / €710mm of 2022E EBITDA 1 with 95% cash conversion 2 High operating barriers to entry Positioned to capitalize from continued shift to digital Attractive organic and inorganic growth opportu
Slide 38: Appendix
Appendix allwyn
Slide 39: Shareholders and pro forma structure
39 Sha r eho l de rs Existing Allwyn shareholders Pro forma structure 32.5 % 38.3 % 100.0 % 59.7 % Management & board control Strong minority rights Austria Czech Republic Italy Greece and Cyprus SAZKA a.s. O P A P CASAG LOTTOITALIA 83% 17% PIPE s hareho ld er s P ubCo 100% (1) Source: Company infor
Slide 40: Our financials explained
40 Our financials explained F E F EBITDA Costs A A m o unts wagered • Amount of wagers placed by customers B Players’ w in n in g s • Winners’ pay - outs O PE X • Agent commission (variable, calculated as a % NGR) • IT related costs from gaming suppliers (semi - variable) • Other expenses include re
Slide 41: UK National Lottery opportunity
Source: Company information 41 1) Based on Camelot disclosure as per FY2020A public financial reporting UK National Lottery opportunity Allwyn is bidding for the UK’s National Lottery license O v er v i e w 1 • The National Lottery is the state - licensed national lottery that was established in the
Slide 42: Risk factors
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") an
Slide 43: Risks Related to the Group's Industry and Business
Risks Related to the Group's Industry and Business • Lotteries and games are subject to changing consumer preferences. • If the Group's internal controls are ineffective, its operating results and market confidence in its reported financial information could be adversely affected. • The online offer
Slide 44: Risk factors (Continued)
44 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 45: Risk factors (Continued)
45 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