Allwyn Ag · ATHEX:ALWN
Allwyn — SPAC Merger (March 2022)
47 slides from Allwyn's SPAC merger presentation, Mar 23, 2022
Slide 1: Allwyn Investor Presentation March 2022
March 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: • 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 C
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
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 of Sazka Entertainment
7 Introducing 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
29% 34% LTM Q2 - 21A 16% 20% 76% 9% 7% 8% 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 €16bn LTM Q2 - 21A wagers 2 Up to 84% surv
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: 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: Favorable customer demographics and market trends
$310 $145 $75 $22 Lottery Casino Sports Betting iGaming 51 76 94 138 123 166 174 175 182 183 1 3 7 9 10 12 16 21 26 $175 $217 $267 $281 $286 $299 $310 $299 $333 $364 31 $383 $404 $425 2005A 21.8% Global annual lottery wagers ($bn) (1) 05A – 20A CAGR (%) 20A – 25E CAGR (%) Consumer spend on lottery h
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: With upside potential from increasing online penetration
15 Source: H2GC NGR ($bn) 49% 36% 32% 18% 16% 13% 11% 5% 3% 13 19 21 22 27 26 17 23 30 32 34 35 36 9 10 12 14 16 20 26 31 36 40 44 48 $18 5 $28 $31 $34 $41 $42 $37 $49 $67 $61 $74 $79 $84 2010A 2015A 2016A 2017A 2020A Online NGR 2023E 2024E 2025E 2026E 2018A 2019A Land - based NGR 2021E 2022E Online
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 2015A 2019A 2015A 2019A 2015A 2019A 2015A 2019A 2015A 2019A (UK
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 Lottery Sportsbook i
Slide 19: High structural barriers to entry and brands owned
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 4) All figures as per GGR 2020 for legal market with market size as per H2GC Oct -
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 Successful Acquisition of tender of 32.5% indirect
Slide 21: Opportunities to take business model to new markets
Attractive opportunities to expand in the US and untapped European markets 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 Lottery) Allwyn is a scaled operator with opportunities t
Slide 22: Allwyn's operations in the UK
Allwyn’s operations in the UK Partnership with Vodafone Partnership with Scientific Games • Allwyn UK is led by a team of UK and international experts with considerable experience in the UK’s retail, gaming, digital and entertainment sectors • Allwyn has selected Vodafone as the connectivity partner
Slide 23: The UK National Lottery is one of the largest in Europe
23 2,665 2,498 2,580 2,482 2,416 2,332 2,419 2,470 2,492 2,347 2,583 2,593 2,774 3,272 3,277 3,278 3 3,111 3,098 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 1.19 applied, source
Slide 24: US lottery market
Source: H2GC, State Lotteries, Company filings. 1) Defined as gross ticket sales for State Lottery lottery style games only (i.e. excludes VLTs / Sportsbetting / Offshore) 24 2) Privately operated by IGT Indiana, a wholly - owned subsidiary of IGT 3) Privately operated by North Star New Jersey, a JV
Slide 25: Allwyn Pursuing Multiple Entry Paths to the US Market
25 Allwyn Pursuing Multiple Entry Paths to the US Market Source: Public reports and filings, Press releas (1) New Jersey state lottery is managed by a J US Assets Allwyn Relationship Supplies 36 US state lotteries Management contracts in New Jersey (1) and Indiana Allwyn’s partner in Lottoitalia JV
Slide 26: Track record of driving organic and inorganic growth
26 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 27: Strong revenue, profit and cash-flow momentum expected to continue
2018A 2019A Source: Company information, Management estimates (subject to material change) 27 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 28: Already realized initiatives support 2022E Adj. EBITDA forecasts
28 Source: Company information, Management estimates (subject to material change) €419 €31 €111 €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 realize
Slide 29: Standalone pro rata financial leverage
Source: Company information, Management estimates (subject to material change) 29 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 30: Experienced board and management team
1) Gary Cohn to assume role of Special Advisor to the Chairman 30 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 31: “Ss [= ° S o £ i) - ire iS S oO = (J
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Slide 32: 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 33: Pro forma valuation and transaction highlights
33 PF valuation @ $10.00 / Share ($mm) (€mm) Illustrative share price 10.00 8.77 (x) PF shares outstanding 800.8 800.8 PF equity value 8,008 7,024 1 1,304 1,144 PF Total Enterprise Value (TEV) 9,312 8,169 At Deal - PF TEV / 2022E Adj. EBITDA 11.5x 11.5x 1 2,3 10.8x 10.8x 8.8% 8.8% 2.1x 2.1x 1.6x 1.6
Slide 34: Illustrative cost basis to SPAC shareholders
34 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% SPAC
Slide 35: Defining Allwyn's public comparables
35 Lottery 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 con
Slide 36: Comparable company benchmarking
95.0% 80.9% 58.4% n.a. 71.8% 83.7% 47.9% 22.7% 19.7% 43.8% 19.0% 16.7% 23.9% 5 Comparable company benchmarking 19A - 22E Adj. EBITDA CAGR (%) 2022E Cash conversion 2 (%) 2022E Adj. EBITDA margin (%) Source: Company information, Capital IQ as of 7 - Jan - 22 36 Note: All financials calendarized to De
Slide 37: Comparable company benchmarking (Continued)
11.3x 12.1x 16.6x 26.5x n.a. 28.7x 13.6x 0.6x 0.7x 1.7x 3.3x 0.3x 0.6x 0.5x 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 Note: All financials calen
Slide 38: Allwyn compares favorably to primary lottery peers
Source: Company information, Capital IQ as of 7 - Jan - 22 Note: All financials calendarized to Dec - YE 38 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 39: Illustrative returns table
7 • This table is for illustrative purposes only and is not a prediction of future performance or a guarantee of future results. Actual results may differ materially, as they involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may n
Slide 40: Summary investment highlights
• • • • • • • 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 41: Appendix
Appendix allwyn
Slide 42: Pro forma structure
42 Shareholders 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. OPAP CASAG LOTTOITALIA 83% 17% PIPE shareholders PubCo 100% (1) Source: Company information Note: Assu
Slide 43: Our financials explained
43 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 44: 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 45: Risks Related to the Group's Industry and Business
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, train or retain key management
Slide 46: Risks Related to SPAC and the Business Combination
46 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 47: Risks Related to Ownership of Class B Ordinary Shares
47 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