Betr Entertainment Limited · ASX:BBT
Betr Entertainment — Investor Presentation (April 2025)
45 slides from Betr Entertainment's investor presentation, Apr 29, 2025
Slide 1: Creating a Leader in Australian Wagering
CREATING A LEADER IN AUSTRALIAN WAGERING EQUITY RAISING AND POINTSBET PROPOSAL UPDATE COMMERCIAL IN CONFIDENCE April 2025
Slide 2: Important Notice & Disclaimer
IMPORTANT NOTICE & DISCLAIMER Important Notice and Disclaimer terms proposed by betr or at all. Summary information only By accepting, accessing or reviewing this investor presentation (Presentation) or attending Certain information in this Presentation is based on information released publicly by P
Slide 3: Important Notice & Disclaimer (Continued)
IMPORTANT NOTICE & DISCLAIMER (CONTINUED) Not an Offer on management’s beliefs, assumptions and expectations and on information currently available Financial Data to management. The words “expect”, “likely”, “should”, “could”, “may”, “will”, “aim”, “intend”, “propose”, This Presentation is not an in
Slide 4: Important Notice & Disclaimer (Continued)
IMPORTANT NOTICE & DISCLAIMER (CONTINUED) Timetable, withdrawal and cooling-off In connection with the Capital Raising, one or more investors may elect to acquire an economic interest in the new shares (Economic Interest), instead of subscribing for or acquiring the legal or betr reserves the right
Slide 5: Revised Proposal and 19.9% Pre-Bid Stake
REVISED PROPOSAL AND 19.9% PRE-BID STAKE COMMERCIAL IN CONFIDENCE
Slide 6: Executive Summary
EXECUTIVE SUMMARY betr has outlined a vision to create a leader in the Australian wagering market with the sector experience, demonstrated M&A capability and key pillars of success to capitalise on this compelling opportunity 19.9% STRONGER SUPERIOR FUNDING CERTAINTY READY STAKE TOGETHER PROPOSAL EN
Slide 7: Proposed Transaction to Deliver Material Value Benefits to Shareholders
PROPOSED TRANSACTION TO DELIVER MATERIAL VALUE BENEFITS TO SHAREHOLDERS The combined business will be the clear #4 COMBINATION CREATES A MATERIALLY wagering player in Australia and will benefit MORE SCALED PLAYER from immediate additional scale Transaction is expected to be highly accretive for SIGN
Slide 8: Update on Our Proposal to Acquire PointsBet
UPDATE ON OUR PROPOSAL TO ACQUIRE POINTSBET betr’s revised proposal is backed by materially increased certainty of debt funding with NAB issuing credit approved terms for a $120m facility. Innovative back-to-back structure on PointsBet Canada further reduces the funding burden allowing betr to reduc
Slide 9: A Superior Proposal to the Current MIXI Scheme
A SUPERIOR PROPOSAL TO THE CURRENT MIXI SCHEME betr has submitted a revised proposal to the PointsBet board, confirming a single offer price of $360m and reduced its due-diligence period to 15 Business Days. The betr proposal offers greater flexibility with ability to deliver significantly greater v
Slide 10: Innovative Mix and Match Structure Offers Flexibility to PointsBet Shareholders
A INNOVATIVE MIX AND MATCH STRUCTURE OFFERS FLEXIBILITY TO POINTSBET SHAREHOLDERS betr’s mix and match proposal delivers a high degree of flexibility, allowing PointsBet shareholders to elect all cash, all scrip or a combination of both – subject only to scale back mechanisms. MIXI’s current proposa
Slide 11: Enhanced Funding Certainty
B ENHANCED FUNDING CERTAINTY A highly attractive and de-risked funding structure delivers enhanced cash certainty to PointsBet shareholders, while also providing upside participation through the scrip pool — including access to synergy-driven value creation Credit approved term sheet for a $120m acq
Slide 12: Debt Funding
B DEBT FUNDING NAB has issued credit-approved terms for a $120m acquisition facility, with $35m already committed to support the pre-bid stake build. Commercial terms are favourable for an acquisition of this nature KEY TERMS “This letter is to confirm that NAB • NAB has committed to providing finan
Slide 13: PointsBet Canada Sale
B POINTSBET CANADA SALE A non-binding, in-principle agreement has been reached with Hard Rock Digital to divest certain PointsBet assets relating to the PointsBet Canada business. Hard Rock Digital’s offer is subject to conducting confirmatory due diligence which would be done on an expedited basis
Slide 14: betr Has Addressed All Concerns Raised by PointsBet
C BETR HAS ADDRESSED ALL CONCERNS RAISED BY POINTSBET Source of funding, synergy realisation, and due diligence timing were the focus points of PointsBet’s 3 April 2025 statement. betr has undertaken material steps to alleviate these concerns Strong business momentum Area of concern PointsBet How is
Slide 15: Implementing the Superior betr Offer
C IMPLEMENTING THE SUPERIOR BETR OFFER betr has acquired a 19.9% relevant interest in PointsBet at approximately $1.10 per share, becoming PointsBet’s largest shareholder. betr intends to vote against the current MIXI proposal, materially decreasing its actionability. betr’s market soundings continu
Slide 16: Significant Synergy Opportunity
SIGNIFICANT SYNERGY OPPORTUNITY COMMERCIAL IN CONFIDENCE
Slide 17: Synergy Realisation Playbook
SYNERGY REALISATION PLAYBOOK Moving to a single brand, app and technology platform delivers expected cost synergies of over $40m with deeper investment in brand, product and customer intelligence to drive sustainable and profitable growth TECHNOLOGY MARKETING LABOUR OTHER CUSTOMER MIGRATION TO SINGL
Slide 18: High Confidence in Realising Synergy Potential
HIGH CONFIDENCE IN REALISING SYNERGY POTENTIAL We have undertaken a detailed bottom-up build of the synergy potential – we expect to achieve $40m+ of annual cost synergies in the first full year of ownership . The bulk of those synergies are unlocked by the customer migration, anticipated within thr
Slide 19: Identified Synergy Pool Supported by Big Four Accounting Firm
IDENTIFIED SYNERGY POOL HAS BEEN SUPPORTED BY BIG FOUR ACCOUNTING FIRM Significant opportunity to realise in excess of $40m annually >$40M ANNUAL LIMITED REVENUE RAPID SYNERGY DEMONSTRATED 1 SYNERGIES 2 DIS-SYNERGIES 3 REALISATION 4 TRACK RECORD Combination expected to betr has driven robust custome
Slide 20: Growth Accelerated via Synergy Realisation from Recent M&A
GROWTH ACCELERATED VIA SYNERGY REALISATION FROM RECENT M&A Significant run-rate synergies of ~$26m realised from recent transactions RUN-RATE SYNERGY REALISATION $40.0m+ $9.0m $25.9m $16.9m Expected PointsBet Synergies realised to date run-rate synergies Significant synergy pool of ~$26m per annum h
Slide 21: Debunking the Customer Crossover Myth
DEBUNKING THE CUSTOMER CROSSOVER MYTH High confidence in limiting revenue dis-synergies with the betr team having increased wallet share, penetration and Net Win of crossover customers from the betr and BlueBet combination, continuing a track record of growing revenue following customer migrations t
Slide 22: Overview of the Equity Raising
OVERVIEW OF THE EQUITY RAISING COMMERCIAL IN CONFIDENCE
Slide 23: Equity Raising Overview
EQUITY RAISING OVERVIEW • Fully underwritten1 ~A$130.0m equity raising comprising: Offer Structure • ~A$53.5m institutional placement (Placement); and and Size • ~A$76.5m million 1-for-2.59 accelerated pro-rata non-renounceable entitlement offer (Entitlement Offer) consisting of an: • Institutional
Slide 24: Equity Raising Sources and Uses of Funds
EQUITY RAISING SOURCES AND USES OF FUNDS Fully underwritten equity raising of A$130.0m to partially fund Sources of Funds $m acquisition of PointsBet • $20m pre-committed by investors including Matt Tripp, Michael Placement $53.5 Sullivan and the conversion of a $15m loan note into equity • Proceeds
Slide 25: Equity Raising Timetable
EQUITY RAISING TIMETABLE Event Date (AEST) Trading halt Monday, 28 April 2025 Announcement of the Offer Pre-market, Tuesday, 29 April 2025 Placement and Institutional Entitlement Offer opens Tuesday, 29 April 2025 Placement and Institutional Entitlement Offer closes 3:00pm, Tuesday, 29 April 2025 An
Slide 26: betr Q3 Results
BETR Q3 RESULTS COMMERCIAL IN CONFIDENCE
Slide 27: Continued Operating Momentum in Line with Expectations
CONTINUED OPERATING MOMENTUM IN LINE WITH EXPECTATIONS ACCELERATING MOMENTUM INCREASED CUSTOMER ACTIVITY STRONG OPERATING CASH FLOW SUCCESSFUL TOPSPORT MIGRATION Key trading metrics 152,989 Cash Active1 $3.3m of operating cash Successful migration continuing to increase clients (+6% vs previous flow
Slide 28: Key Trading Metrics – Q3 FY25
KEY TRADING METRICS – Q3 FY25 Q3 FY25 Q3 FY24 CHANGE YTD FY25 YTD FY24 CHANGE Turnover $376.0m $139.2m 170% $1,021.1m $438.3m 133% Gross Win Margin % 13.7% 13.4% +0.4pp 14.0% 13.4% +0.6pp Gross Win $51.7m $18.6m 177% $142.7m $58.7m 143% Net Win Margin % 10.1% 11.0% -0.9pp 10.3% 10.6% -0.3pp Net Win
Slide 29: Key Risks
KEY RISKS APPENDIX A COMMERCIAL IN CONFIDENCE
Slide 30: 1. Key Risks: Introduction
1. KEY RISKS: INTRODUCTION Before investing in betr, you should be aware that several risks and uncertainties which are specific to betr and of a more general nature, which may affect the future operating and financial performance of betr and the value of betr’s shares. Before investing in betr’s sh
Slide 31: 2.2 Technology Risks
2.2 TECHNOLOGY RISKS unable to respond quickly or adequately to the changes in the industry brought about industry and AUSTRAC has conducted audits, launched formal investigations and (a) System disruptions and outages by new products and technologies, the availability of products on other technolog
Slide 32: 2.7 Loss of Licences, Permits and Approvals
2.7 LOSS OF LICENCES, PERMITS AND APPROVALS used by an unauthorised customer; and functionality, reliability and customer support; betr relies on a statutory licence granted by the Northern Territory Racing and Wagering • claims by or on behalf of customers that betr should have been aware that the
Slide 33: 2.14 Protection of Intellectual Property
2.14 PROTECTION OF INTELLECTUAL PROPERTY 2.17 MAJOR SHAREHOLDER RISK The successful operation and growth of betr’s business depends partly on its ability betr currently has a number of substantial shareholders on its share register. There is a to protect its intellectual property, as well as their r
Slide 34: 3. General Investment Risks and Risks Associated with the Equity Raising
3. GENERAL INVESTMENT RISKS AND RISKS ASSOCIATED WITH THE EQUITY RAISING 3.1 INVESTMENT IN EQUITY CAPITAL results of operations. 3.8 INSURANCE Investment in equity capital and stock markets attract general risks. For example, as 3.5 LIQUIDITY AND REALISATION betr considers it maintains insurance cus
Slide 35: 4. Key Risks: Risks Related to the Proposed Transaction
4. KEY RISKS: RISKS RELATED TO THE PROPOSED TRANSACTION 4.1 USE OF FUNDS RISK Proposed Transaction; associated with the Proposed Transaction (i.e. NTRC approval), as well as any relevant Risk of no transaction eventuating regulatory or other legal conditions associated with an alternative M&A transa
Slide 36: tolerable on commercial grounds such as materiality. There is a risk that any approach
tolerable on commercial grounds such as materiality. There is a risk that any approach M&A transaction. will be affected by the financial performance of the business post completion and by ultimately taken by betr may be insufficient to mitigate the risk, or that the materiality of external factors
Slide 37: Summary of Underwriting Agreement
APPENDIX B SUMMARY OF UNDERWRITING AGREEMENT COMMERCIAL IN CONFIDENCE
Slide 38: Summary of Underwriting Agreement
Offer Structure and Size SUMMARY OF UNDERWRITING AGREEMENT betr has entered into an underwriting agreement with the Joint Lead Managers in respect of the Offer (the “Underwriting Agreement”). The Underwriting Agreement contains customary representations and warranties and indemnities in favour of th
Slide 39: Termination Events
• (Change in management or Directors) a change of the chief executive officer, chief financial officer or chief operating officer occurs or is announced, or Matthew Tripp or Michael Sullivan cease to be directors (or an announcement is made regarding them ceasing to be directors); • (Regulatory Appr
Slide 40: Materiality Qualified Termination Events
In addition, the Joint Lead Managers may terminate their obligations under the Underwriting Agreement if any of the following events has, or is likely to have, a material adverse effect on the outcome or success of the Offer (or a part of it), the likely price at which the New Shares will trade on A
Slide 41: Materiality Qualified Termination Events
• (Hostilities) major hostilities not existing at the date of the Underwriting Agreement commence (whether war has been declared or not) or a major escalation in existing hostilities Materiality occurs (whether war has been declared or not) involving any one or more Key Jurisdiction or a national em
Slide 42: International Offer Restrictions
APPENDIX C INTERNATIONAL OFFER RESTRICTIONS COMMERCIAL IN CONFIDENCE
Slide 43: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of new ordinary shares (“New Shares”) of betr Entertainment Limited (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
Slide 44: International Offer Restrictions (Continued)
INTERNATIONAL OFFER RESTRICTIONS (CONTINUED) SINGAPORE UNITED KINGDOM GUERNSEY This document and any other materials relating to the New Shares have not been, Neither this document nor any other document relating to the offer has been delivered The New Shares may only be offered or sold in or from w
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