Betmakers Technology Group Ltd. · ASX:BET
Betmakers Technology — Merger or Acquisition (December 2020)
34 slides from Betmakers Technology's merger presentation, Dec 1, 2020
Slide 1: Strategic Acquisition and Capital Raising
For personal use only Strategic Acquisition and Capital Raising BetMakers Technology Group – ASX: BET Not for release to US wire services or distribution in the United States
Slide 2: Disclaimer
Disclaimer This investor presentation (Presentation) is dated [27 November 2020] and has been prepared by BetMakers This Presentation is for information purposes only and is not a prospectus, product disclosure statement or Technology Group Limited (ACN 132 843 817) (BET or the Company). By attendin
Slide 3: Disclaimer
Disclaimer New Zealand For personal use only This document has not been registered, filed with or approved by any New Zealand regulatory authority under Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) the Financial Markets Conduct Act 2013
Slide 4: Disclaimer
Disclaimer Financial information Past performance For personal use only All financial information in this Presentation is in Australian dollars ($ or AUD) unless otherwise stated. This Past performance, including past share price performance of BET and pro forma financial information given in presen
Slide 5: Disclaimer
Disclaimer Disclaimer For personal use only To the maximum extent permitted by law, BET and the lead manager for the Offer (Lead Manager) and its respective related bodies corporate and affiliates, and their respective officers, directors, employees, agents and advisers (Related Persons): • Disclaim
Slide 6: Transaction Summary and Strategic Rationale
For personal use only Transaction Summary and Strategic Rationale
Slide 7: Transaction Summary
Transaction Summary BetMakers Technology Group (BetMakers) has entered into a binding agreement to acquire (the Acquisition) certain divisions of Sportech PLC (Sportech). For personal use only The Sportech divisions will be acquired on a cash-free, debt free basis and includes Sportech’s: • Tote bus
Slide 8: Strategic Rationale
Strategic Rationale The Acquisition is expected to accelerate BetMakers’ US expansion and transform the Company into a global player in B2B betting and racing For personal use only technologies across both fixed odds and tote products Transformational Accelerates BetMakers’ Significantly expanded Ex
Slide 9: Combined Business Overview
Combined Business Overview The Acquisition is expected to create a global wagering For personal use only technology business, enhancing BetMakers’ financial 16% BetMakers 32% profile and providing an increased US footprint International Existing Revenue Through the acquisition, BetMakers will acquir
Slide 10: Combined Business Strategic Opportunities
Combined Business Strategic Opportunities For personal use only Platform Expansion of Product Content and Rights Cross-Sell Opportunities Unification and Services Opportunities Future opportunity to consolidate the The acquisition of the Tote and Digital The Tote and Digital Business allows An expan
Slide 11: Combined Business Global Footprint
Combined Business Global Footprint For personal use only Denmark, Norway and Russia Tote and Digital Business Finland United Geographies in which the Tote Kingdom and and Digital Business currently Ireland operates. France and United States Germany Combined Business and Canada Spain South Korea Geog
Slide 12: Opportunity to accelerate US growth
Combined Business Opportunity to accelerate US growth For personal use only The acquisition of the Tote and Digital Business provides BetMakers with a meaningful increase of scale in the United States. The Tote and Digital Business services over 200 venues in the United States and in 36 states provi
Slide 13: Combined Business Tech and Product Suite
Combined Business Tech and Product Suite BetMakers will be well positioned to deliver the full-suite of B2B racing and betting technology products For personal use only Tote and Digital Business Combined Business Retail Betting Solutions and Hardware Tote Engines Managed Trading Solutions • Self-Ser
Slide 14: Acquisition Overview
For personal use only Acquisition Overview
Slide 15: Acquisition Key Investment Highlights
Acquisition Key Investment Highlights For personal use only Global leader in tote and Complementary client base Licensed and regulated betting technology services • The Tote and Digital Business provides betting • The acquisition of the Tote and Digital Business • The Tote and Digital Business opera
Slide 16: Assets to be acquired
Acquisition Assets to be acquired For personal use only Americas Tote Americas Digital UK / European Tote The Americas Tote business provides betting technology, service The Americas Digital business is one of the largest providers The UK / European Tote business provides betting solutions, hardware
Slide 17: Combined Financials
Acquisition Combined Financials The Acquisition will meaningfully increase BetMakers’ revenue base and profitability For personal use only FY20 Revenue Bridge ($m) The Acquisition will result in: 17.8 • Proforma Revenue in FY20 growing by +510% 6.4 56.1 • Proforma EBITDA in FY20 growing by +863% 22.
Slide 18: Equity Raising Overview
For personal use only Equity Raising Overview
Slide 19: Equity Raising Overview
Equity Raising Overview Offer Structure Underwriting Conditions For personal use only • $50 million fully underwritten placement (Placement) • The Offer is fully underwritten by Canaccord Genuity • The Placement is conditional upon approval of the (Australia) Limited Acquisition by Sportech’s shareh
Slide 20: Transaction Funding
Transaction Funding For personal use only Transaction sources of funds $m Existing cash1 $32.8m Cash proceeds from Placement $50.0m Cash proceeds from SPP $0 - $10.0m Total $82.8m - $92.8m Transaction uses of funds $m Acquisition price $56.2m Working capital2 $26.6m - $36.6m Total $82.8m - $92.8m 1.
Slide 21: Equity Raising Timetable
Equity Raising Timetable Event Date For personal use only Record Date 7pm AEDT, Monday, 30 November 2020 Announcement of Placement Tuesday, 1 December 2020 Placement closes Tuesday, 1 December 2020 Trading halt lifted and shares recommence trading Wednesday, 2 December 2020 Sportech shareholder meet
Slide 22: Appendix A: Key Risks
For personal use only A Appendix Key Risks
Slide 23: Risks
Risks This section sets out some of the key risks COVID-19 Related Risks Underwriting Risk For personal use only associated with any investment in BET and BET is constantly monitoring the actual and potential impact of COVID-19 on its The Placement is subject to a range of conditions and termination
Slide 24: Risks
Risks Risk of Sportech shareholders not approving the Acquisition Acquisition and Integration Risks For personal use only There is a risk that the shareholders of Sportech do not approve the Acquisition at the Meeting. This risk may The risks faced by BET in conjunction with this acquisition (if it
Slide 25: Risks
Risks Information Risk Licensing and Regulatory Risks For personal use only BET undertook a due diligence process in respect of Sportech and the Tote and Digital Business to be acquired. The operation of the majority of the Tote and Digital Business to be acquired from Sportech is contingent on That
Slide 26: Risks
Risks Regulatory Risks Computer System Risks For personal use only A. Regulatory conditions of customer contracts The Company by necessity, places and will continue to place, significant reliance on its computer systems and related infrastructure for ongoing operations. Whilst the Company believes i
Slide 27: Risks
Risks Security Software and Technology Breaches and Improper Access to The Group relies on its agreements with sports and racing controlling bodies For personal use only Personal Data The Group has entered into various product fee and integrity agreements with sports controlling bodies, under The us
Slide 28: Risks
Risks Anti-money Laundering and Counter-Terrorism Financing Risks For personal use only Growth and Strategic Risks As a provider of a gambling service, the Company is deemed to be a reporting entity under Australia’s Anti- The Company’s growth strategy includes increasing and expediting its investme
Slide 29: General Risks
General Risks General Share Investment Risk Operational and Controls Risks For personal use only There are various risks associated with investing in any form of business and with investing in listed entities Operational risk relates to the risk of loss resulting from inadequate or failed internal p
Slide 30: Appendix B: Transaction Agreements
For personal use only Appendix B Transaction Agreements
Slide 31: Share Sale Agreement Summary
Share Sale Agreement Summary The Company has entered into a Sale and Purchase Agreement (Agreement) dated [insert] November 2020 • The Agreement contains common pre-completion obligations, under which the Vendors must comply with Sportech plc (Sportech), Sportech, Inc. and Sportech Group Holdings Li
Slide 32: Underwriting Agreement Summary
Underwriting Agreement For personal use only Summary Canaccord Genuity (Australia) Limited ACN 075 071 466 (Lead Manager) is acting as lead manager, h. ASIC or the Takeovers Panel: bookrunner and underwriter of the Placement. BetMakers has entered into an underwriting agreement with the Lead Manager
Slide 33: Underwriting Agreement Summary Continued
Underwriting Agreement For personal use only Summary Continued q. Unconditional approval (or approval conditional only on customary conditions which are acceptable to aa. Any offer document includes a statement or fact that is misleading or deceptive or omits to state a fact the lead manager, acting
Slide 34: Contact us
For personal use only Contact us For further enquiries Jane Morgan Investor Relations +61 (0) 405 555 618 jm@janemorganmanagement.com.au
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