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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/01/21 Bally’s Corp. DEFM14A 1:4.2M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: DEFM14A Definitive Proxy Statement - Merger or Acquisition HTML 1.66M
tm2116424-2_defm14a - none - 29.1095235s |
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| | | | F-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | B-1 | | |
| | |
Period-end
rate U.S.$ |
| |
Average
rate U.S.$ |
| |
High U.S.$
|
| |
Low U.S.$
|
| ||||||||||||
Recent monthly data | | | | | | | | | | | | | | | | | | | | | | | | | |
April 2021
|
| | | $ | 1.37 | | | | | $ | 1.38 | | | | | $ | 1.40 | | | | | $ | 1.37 | | |
March 2021
|
| | | $ | 1.38 | | | | | $ | 1.39 | | | | | $ | 1.40 | | | | | $ | 1.37 | | |
February 2021
|
| | | $ | 1.36 | | | | | $ | 1.39 | | | | | $ | 1.41 | | | | | $ | 1.36 | | |
January 2021
|
| | | $ | 1.36 | | | | | $ | 1.36 | | | | | $ | 1.37 | | | | | $ | 1.35 | | |
December 2020
|
| | | $ | 1.34 | | | | | $ | 1.35 | | | | | $ | 1.37 | | | | | $ | 1.32 | | |
November 2020
|
| | | $ | 1.31 | | | | | $ | 1.32 | | | | | $ | 1.34 | | | | | $ | 1.29 | | |
Annual Data (year ended December 31) | | | | | | | | | | | | | | | | | | | | | | | | | |
2020
|
| | | $ | 1.34 | | | | | $ | 1.28 | | | | | $ | 1.37 | | | | | $ | 1.15 | | |
2019
|
| | | $ | 1.31 | | | | | $ | 1.28 | | | | | $ | 1.33 | | | | | $ | 1.20 | | |
2018
|
| | | $ | 1.28 | | | | | $ | 1.34 | | | | | $ | 1.43 | | | | | $ | 1.25 | | |
2017
|
| | | $ | 1.34 | | | | | $ | 1.29 | | | | | $ | 1.36 | | | | | $ | 1.20 | | |
2016
|
| | | $ | 1.26 | | | | | $ | 1.36 | | | | | $ | 1.49 | | | | | $ | 1.21 | | |
|
Proposal No. 1
The Share Issuance Proposal |
| | To approve the potential issuance of more than 19.9% of Bally’s common stock in connection with the Acquisition. | |
|
Proposal No. 2
The ESPP Proposal |
| | To approve and adopt the Bally’s Employee Stock Purchase Plan. | |
|
Proposal No. 3
The Adjournment Proposal |
| | To adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Share Issuance Proposal. | |
| | |
Three Months Ended March 31,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(In thousands, except per share data)
|
| |
2021(a)
|
| |
2020(b)
|
| |
2020(c)
|
| |
2019(d)
|
| |
2018(e)
|
| |||||||||||||||
Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue
|
| | | $ | 192,266 | | | | | $ | 109,148 | | | | | $ | 372,792 | | | | | $ | 523,577 | | | | | $ | 437,537 | | |
Income (loss) from operations
|
| | | | 29,474 | | | | | | (3,169) | | | | | | (18,386) | | | | | | 114,626 | | | | | | 120,649 | | |
Income (loss) before provision for income taxes
|
| | | | (15,535) | | | | | | (14,542) | | | | | | (74,811) | | | | | | 75,180 | | | | | | 97,797 | | |
Net (loss) income
|
| | | | (10,705) | | | | | | (8,878) | | | | | | (5,487) | | | | | | 55,130 | | | | | | 71,438 | | |
Net (loss) income applicable to common
stockholders |
| | | | (10,705) | | | | | | (8,878) | | | | | | (5,487) | | | | | | 55,130 | | | | | | 72,078 | | |
Per Common Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income per share, basic
|
| | | $ | (0.30) | | | | | | (0.28) | | | | | $ | (0.18) | | | | | $ | 1.46 | | | | | $ | 1.95 | | |
Net (loss) income per share, diluted
|
| | | $ | (0.30) | | | | | | (0.28) | | | | | $ | (0.18) | | | | | $ | 1.46 | | | | | $ | 1.87 | | |
Cash dividends declared per share
|
| | | $ | — | | | | | | — | | | | | $ | 0.10 | | | | | $ | 0.20 | | | | | $ | — | | |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 151,653 | | | | | $ | 361,591 | | | | | $ | 123,445 | | | | | $ | 182,581 | | | | | $ | 77,580 | | |
Total assets
|
| | | | 2,138,800 | | | | | | 1,215,323 | | | | | | 1,929,855 | | | | | | 1,021,887 | | | | | | 782,352 | | |
Long-term debt, net of current
portion |
| | | | 1,128,599 | | | | | | 930,304 | | | | | | 1,094,105 | | | | | | 680,601 | | | | | | 390,578 | | |
Total stockholders’ equity
|
| | | | 454,697 | | | | | | 171,019 | | | | | | 326,598 | | | | | | 211,411 | | | | | | 298,660 | | |
Other Financial Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA(f)
|
| | | $ | 52,475 | | | | | $ | 22,061 | | | | | $ | 70,402 | | | | | $ | 167,150 | | | | | $ | 165,697 | | |
| | |
Three Months
Ended March 31, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(In thousands)
|
| |
2021
|
| |
2020
|
| |
2020(a)
|
| |
2019(b)
|
| |
2018(c)
|
| |||||||||||||||
Net (loss) income
|
| | | $ | (10,705) | | | | | $ | (8,878) | | | | | $ | (5,487) | | | | | $ | 55,130 | | | | | $ | 71,438 | | |
Interest expense, net of interest income
|
| | | | 20,274 | | | | | | 11,373 | | | | | | 62,636 | | | | | | 37,926 | | | | | | 22,852 | | |
(Benefit) provision for income taxes
|
| | | | (4,830) | | | | | | (5,664) | | | | | | (69,324) | | | | | | 20,050 | | | | | | 26,359 | | |
Depreciation and amortization
|
| | | | 12,786 | | | | | | 8,979 | | | | | | 37,842 | | | | | | 32,392 | | | | | | 22,332 | | |
Non-operating income
|
| | | | (2,671) | | | | | | — | | | | | | — | | | | | | (183) | | | | | | — | | |
Acquisition, integration and restructuring
|
| | | | 12,258 | | | | | | 1,786 | | | | | | 13,257 | | | | | | 12,168 | | | | | | 6,844 | | |
Expansion and pre-opening expenses
|
| | | | 603 | | | | | | — | | | | | | 921 | | | | | | — | | | | | | 2,678 | | |
Newport Grand disposal loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,514 | | |
Goodwill and asset impairment
|
| | | | — | | | | | | 8,708 | | | | | | 8,659 | | | | | | — | | | | | | — | | |
Share-based compensation
|
| | | | 4,483 | | | | | | 5,542 | | | | | | 17,706 | | | | | | 3,826 | | | | | | (1,474) | | |
Rebranding
|
| | | | 913 | | | | | | — | | | | | | 792 | | | | | | — | | | | | | — | | |
Change in value of naming rights liability
|
| | | | 27,406 | | | | | | — | | | | | | 57,660 | | | | | | — | | | | | | — | | |
Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | (63,871) | | | | | | — | | | | | | — | | |
Professional and advisory fees associated with capital return program
|
| | | | — | | | | | | (16) | | | | | | (17) | | | | | | 3,510 | | | | | | — | | |
CARES Act credit(1)
|
| | | | — | | | | | | — | | | | | | (3,928) | | | | | | — | | | | | | — | | |
Credit Agreement amendment expenses(2)
|
| | | | 714 | | | | | | 239 | | | | | | 810 | | | | | | 2,915 | | | | | | 493 | | |
Storm related losses, net of insurance
recoveries(3) |
| | | | (10,676) | | | | | | (833) | | | | | | 14,095 | | | | | | (1,333) | | | | | | — | | |
Bet.Works and Sinclair(4)
|
| | | | 1,355 | | | | | | — | | | | | | 1,248 | | | | | | — | | | | | | — | | |
Sports and iGaming Licensing(5)
|
| | | | 386 | | | | | | — | | | | | | 226 | | | | | | — | | | | | | — | | |
Pension withdrawal expense(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,698 | | |
Other(7) | | | | | 179 | | | | | | 875 | | | | | | (2,823) | | | | | | 749 | | | | | | 3,963 | | |
Adjusted EBITDA
|
| | | $ | 52,475 | | | | | $ | 22,061 | | | | | $ | 70,402 | | | | | $ | 167,150 | | | | | $ | 165,697 | | |
| | |
Years Ended December 31,
|
| |||||||||||||||
(In £ millions, except per share data)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
| | | | | | | | | | | | | | |
(unaudited)
|
| |||
Statement of Comprehensive Income Data: | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | | 727.7 | | | | | | 415.1 | | | | | | 308.2 | | |
Net income for the year before taxes from continuing operations
|
| | | | 68.7 | | | | | | 12.0 | | | | | | 19.6 | | |
Net income for the year after taxes from continuing operations
|
| | | | 67.2 | | | | | | 9.1 | | | | | | 19.1 | | |
Total comprehensive income for the year attributable to owners of the parent
|
| | | | 60.1 | | | | | | 1.9 | | | | | | 13.6 | | |
Per Common Share Data: | | | | | | | | | | | | | | | | | | | |
Net income for the year per share, basic
|
| | | | 61.8p | | | | | | 10.1p | | | | | | 19.3p | | |
Net income for the year per share, diluted
|
| | | | 61.5p | | | | | | 10.0p | | | | | | 19.1p | | |
Dividend declared per share(a)
|
| | | | 40.0p | | | | | | — | | | | | | — | | |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | | 212.6 | | | | | | 100.3 | | | | | | 84.4 | | |
Total assets
|
| | | | 1,265.5 | | | | | | 1,211.5 | | | | | | 645.9 | | |
Long-term debt
|
| | | | 508.1 | | | | | | 530.3 | | | | | | 371.5 | | |
Total equity
|
| | | | 519.4 | | | | | | 464.8 | | | | | | 219.1 | | |
Other Financial Data: | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA(b)
|
| | | | 206.2 | | | | | | 117.7 | | | | | | 107.8 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
(In £ millions)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net income for the year after taxes from continuing operations
|
| | | | 67.2 | | | | | | 9.1 | | | | | | 19.1 | | |
Interest expense, net(1)
|
| | | | 24.7 | | | | | | 22.7 | | | | | | 22.5 | | |
Tax expense
|
| | | | 1.5 | | | | | | 2.9 | | | | | | 0.5 | | |
Amortisation and depreciation
|
| | | | 100.0 | | | | | | 62.2 | | | | | | 55.3 | | |
Impairment of purchase price intangibles
|
| | | | 4.1 | | | | | | — | | | | | | — | | |
EBITDA | | | | | 197.5 | | | | | | 96.9 | | | | | | 97.4 | | |
Severance costs
|
| | | | 1.9 | | | | | | — | | | | | | 0.9 | | |
Fair value adjustments on contingent consideration
|
| | | | — | | | | | | 0.5 | | | | | | 7.2 | | |
One-off tax charges
|
| | | | 0.8 | | | | | | 6.0 | | | | | | — | | |
Transaction-related costs
|
| | | | 1.8 | | | | | | 15.8 | | | | | | 1.9 | | |
Foreign exchange loss/(gain)
|
| | | | 4.2 | | | | | | (1.5) | | | | | | 0.4 | | |
Adjusted EBITDA
|
| | | | 206.2 | | | | | | 117.7 | | | | | | 107.8 | | |
(In thousands)
Pro Forma Income Statement of Operations Data |
| | | | | ||||||||
Revenues
|
| | | $ | 465,066 | | | | | $ | 1,400,083 | | |
Operating costs and expenses
|
| | | | 398,336 | | | | | | 1,442,141 | | |
Income (loss) from operations
|
| | | | 66,730 | | | | | | (42,058) | | |
Interest expense, net of interest income
|
| | | | (31,479) | | | | | | (124,286) | | |
Income (loss) before provision for income taxes
|
| | | | 10,516 | | | | | | (160,133) | | |
Benefit for income taxes
|
| | | | (2,111) | | | | | | (112,640) | | |
Net income (loss)
|
| | | $ | 12,627 | | | | | $ | (47,493) | | |
(In thousands)
Pro Forma Balance Sheet Data |
| | | ||||
Cash and cash equivalents
|
| | | $ | 512,659 | | |
Total assets
|
| | | $ | 6,176,364 | | |
Total liabilities
|
| | | $ | 4,000,591 | | |
Total stockholders’ equity
|
| | | $ | 2,175,773 | | |
| | | | | | ||||||||
Bally’s historical data | | | | | | | | | | | | | |
Earnings per share from continuing operations: | | | | | | | | | | | | | |
Basic
|
| | | $ | (0.30) | | | | | $ | (0.18) | | |
Diluted
|
| | | $ | (0.30) | | | | | $ | (0.18) | | |
Cash dividends declared per share
|
| | | | — | | | | | | — | | |
Gamesys historical data | | | | | | | | | | | | | |
Earnings per share from continuing operations: | | | | | | | | | | | | | |
Basic
|
| | | | | | | | | | 61.8p | | |
Diluted
|
| | | | | | | | | | 61.5p | | |
Cash dividends declared per share
|
| | | | | | | | | | 40.0p | | |
Pro forma combined data | | | | | | | | | | | | | |
Earnings per share from continuing operations: | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.19 | | | | | $ | (0.76) | | |
Diluted
|
| | | $ | 0.19 | | | | | $ | (0.76) | | |
Cash dividends declared per share(1)
|
| | | | — | | | | | | — | | |
| | |
London Stock Exchange
(in pence) |
| | | | |||||||||
| | |
High
|
| |
Low
|
| | ||||||||
2021
|
| | | | 2,005 | | | | | | 1,138 | | | | ||
2020
|
| | | | 1,355 | | | | | | 483 | | | | ||
2019
|
| | | | 822 | | | | | | 600 | | | | ||
2018
|
| | | | 1,048 | | | | | | 571 | | | | ||
1st Quarter 2021
|
| | | | 2,005 | | | | | | 1,138 | | | | ||
4th Quarter 2020
|
| | | | 1,355 | | | | | | 1,026 | | | | ||
3rd Quarter 2020
|
| | | | 1,218 | | | | | | 840 | | | | ||
2nd Quarter 2020
|
| | | | 931 | | | | | | 691 | | | | ||
1st Quarter 2020
|
| | | | 842 | | | | | | 483 | | | | ||
April 2021
|
| | | | 1,991 | | | | | | 1,886 | | | | ||
March 2021
|
| | | | 2,005 | | | | | | 1,368 | | | | ||
February 2021
|
| | | | 1,416 | | | | | | 1,262 | | | | ||
January 2021
|
| | | | 1,362 | | | | | | 1,138 | | | | ||
December 2020
|
| | | | 1,194 | | | | | | 1,062 | | | | ||
November 2020
|
| | | | 1,256 | | | | | | 1,026 | | | |
Beneficial Owners
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage
Ownership |
| ||||||
Directors and Named Executive Officers | | | | | | | | | | | | | |
Soohyung Kim(1)
|
| | | | 10,342,069 | | | | | | 24.4% | | |
Terrence Downey
|
| | | | 14,472 | | | | | | * | | |
Jaymin B. Patel
|
| | | | 5,655 | | | | | | * | | |
Jeffrey W. Rollins(2)
|
| | | | 76,047 | | | | | | * | | |
Wanda Y. Wilson
|
| | | | 15,471 | | | | | | * | | |
George T. Papanier(3)
|
| | | | 345,293 | | | | | | * | | |
Stephen H. Capp(4)
|
| | | | 213,682 | | | | | | * | | |
Marc A. Crisafulli
|
| | | | 24,130 | | | | | | * | | |
All directors and executive officers, as a group (9 persons)
|
| | | | 11,168,116 | | | | | | 26.3% | | |
Gamesys Group plc(5)
|
| | | | 11,143,986 | | | | | | 26.2% | | |
Standard RI Ltd(1)
|
| | | | 10,342,069 | | | | | | 24.4% | | |
PAR Investment Partners, L.P.(6)
|
| | | | 2,752,184 | | | | | | 6.5% | | |
Plan Category
|
| |
Number of securities to
be issued upon exercise of outstanding options, warrants and rights(1) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights(2) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)(3) |
| |||||||||
Equity Compensation plans approved by security holders
|
| | | | 535,887 | | | | | $ | 4.31 | | | | | | 576,076 | | |
Equity Compensation plans not approved by security holders
|
| | | | | | | | | | | | | | | | | | |
Total
|
| | | | 535,887 | | | | | $ | 4.31 | | | | | | 576,076 | | |
| | | | Sincerely, | |
| | | |
Soohyung Kim
Chairman of the Board of Directors |
|
| June 1, 2021 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-50 | | |
| | |
Year ended
31 December 2020 (£m) |
| |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| |||||||||
Revenue(6)
|
| | |
|
727.7
|
| | | | | 415.1 | | | | | | 308.2 | | |
Costs and expenses | | | | | | | | | | | | | | | | | | | |
Distribution costs(6)(7)
|
| | |
|
399.9
|
| | | | | 214.2 | | | | | | 149.9 | | |
Administrative costs(6)(7)
|
| | |
|
221.5
|
| | | | | 147.5 | | | | | | 104.8 | | |
Impairment of financial assets(3)(6)(16)
|
| | |
|
5.0
|
| | | | | 3.9 | | | | | | 1.0 | | |
Severance costs(6)
|
| | |
|
1.9
|
| | | | | — | | | | | | 0.9 | | |
Transaction related costs(6)
|
| | |
|
1.8
|
| | | | | 15.8 | | | | | | 1.9 | | |
Foreign exchange loss/(gain)(6)
|
| | |
|
4.2
|
| | | | | (1.5) | | | | | | 0.4 | | |
Total costs and expenses
|
| | |
|
634.3
|
| | | | | 379.9 | | | | | | 258.9 | | |
Fair value adjustments on contingent consideration
|
| | |
|
—
|
| | | | | 0.5 | | | | | | 7.2 | | |
Interest income(8)
|
| | |
|
(0.5)
|
| | | | | (0.4) | | | | | | (0.3) | | |
Interest expense(8)
|
| | |
|
24.0
|
| | | | | 21.8 | | | | | | 19.8 | | |
Accretion on financial liabilities(8)
|
| | |
|
1.2
|
| | | | | 1.3 | | | | | | 3.0 | | |
Total financing expenses
|
| | |
|
24.7
|
| | | | | 23.2 | | | | | | 29.7 | | |
Net income for the year before taxes from continuing operations
|
| | |
|
68.7
|
| | | | | 12.0 | | | | | | 19.6 | | |
Tax expense(9)
|
| | |
|
1.5
|
| | | | | 2.9 | | | | | | 0.5 | | |
Net income for the year after taxes from continuing operations
|
| | |
|
67.2
|
| | | | | 9.1 | | | | | | 19.1 | | |
Net loss from discontinued operations(32)
|
| | |
|
—
|
| | | | | (0.7) | | | | | | (4.8) | | |
Net income for the year attributable to owners of the parent
|
| | |
|
67.2
|
| | | | | 8.4 | | | | | | 14.3 | | |
Other comprehensive income/(loss): Items that will or may be reclassified to profit or loss in subsequent periods
|
| | | | | | | | | | | | | | | | | | |
Foreign currency translation (loss)/gain on retranslation of overseas subsidiaries
|
| | |
|
(7.5)
|
| | | | | 1.3 | | | | | | 0.4 | | |
Gain/(loss) on currency swap(17)
|
| | |
|
2.0
|
| | | | | (9.3) | | | | | | — | | |
Gain on foreign exchange forward
|
| | |
|
—
|
| | | | | 2.7 | | | | | | — | | |
Loss on interest rate swap(17)
|
| | |
|
(1.6)
|
| | | | | (1.2) | | | | | | (1.1) | | |
Other comprehensive loss for the year
|
| | |
|
(7.1)
|
| | | | | (6.5) | | | | | | (0.7) | | |
Total comprehensive income for the year attributable to owners of the parent
|
| | |
|
60.1
|
| | | | | 1.9 | | | | | | 13.6 | | |
Net income for the year per share | | | | | | | | | | | | | | | | | | | |
Basic(10) | | | |
|
61.8p
|
| | | | | 10.1p | | | | | | 19.3p | | |
Diluted(10) | | | |
|
61.5p
|
| | | | | 10.0p | | | | | | 19.1p | | |
Net income for the year per share — continuing operations
|
| | | | | | | | | | | | | | | | | | |
Basic(10) | | | |
|
61.8p
|
| | | | | 10.9p | | | | | | 25.7p | | |
Diluted(10) | | | |
|
61.5p
|
| | | | | 10.9p | | | | | | 25.5p | | |
ASSETS
|
| |
As at
31 December 2020 (£m) |
| |
As at
31 December 2019 (£m) |
| ||||||
Non-current assets | | | | | | | | | | | | | |
Tangible assets(12)
|
| | |
|
8.9
|
| | | | | 9.5 | | |
Intangible assets(5)(13)
|
| | |
|
407.6
|
| | | | | 484.5 | | |
Goodwill(5)(13) | | | |
|
526.2
|
| | | | | 524.2 | | |
Right-of-use assets(18)
|
| | |
|
21.9
|
| | | | | 22.2 | | |
Deferred tax asset(3)(9)
|
| | |
|
9.9
|
| | | | | — | | |
Other long-term receivables(14)(23)
|
| | |
|
5.1
|
| | | | | 5.2 | | |
Total non-current assets
|
| | |
|
979.6
|
| | | | | 1,045.6 | | |
Current assets | | | | | | | | | | | | | |
Cash(15)(23)(27) | | | |
|
212.6
|
| | | | | 100.3 | | |
Restricted cash(15)(23 )
|
| | |
|
—
|
| | | | | 6.3 | | |
Player deposits(15)(23)
|
| | |
|
29.6
|
| | | | | 12.4 | | |
Trade and other receivables(16)(23)
|
| | |
|
39.9
|
| | | | | 33.2 | | |
Taxes receivable(9)
|
| | |
|
3.8
|
| | | | | 13.7 | | |
Total current assets
|
| | |
|
285.9
|
| | | | | 165.9 | | |
Total assets
|
| | |
|
1,265.5
|
| | | | | 1,211.5 | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued liabilities(19)(21)(23)
|
| | |
|
98.6
|
| | | | | 78.0 | | |
Other short-term payables(21)(23)
|
| | |
|
0.3
|
| | | | | 5.6 | | |
Current portion of provisions(20)
|
| | |
|
—
|
| | | | | 3.8 | | |
Current portion of currency and interest rate swap payable(11)(17)(23)
|
| | |
|
3.7
|
| | | | | 3.7 | | |
Current portion of lease liabilities(11)(18)(21)(23)
|
| | |
|
6.1
|
| | | | | 4.7 | | |
Interest payable(11)(23)
|
| | |
|
1.9
|
| | | | | 1.0 | | |
Payable to players(21)(23)
|
| | |
|
29.6
|
| | | | | 12.4 | | |
Taxes payable(9)
|
| | |
|
16.9
|
| | | | | 13.4 | | |
Total current liabilities
|
| | |
|
157.1
|
| | | | | 122.6 | | |
Non-current liabilities | | | | | | | | | | | | | |
Other long-term payables(11)(17)(21)(23)(24)
|
| | |
|
13.1
|
| | | | | 16.6 | | |
Provisions(20) | | | |
|
6.8
|
| | | | | 6.0 | | |
Lease liabilities(11)(18)(21)(23)
|
| | |
|
16.6
|
| | | | | 18.0 | | |
Deferred tax liability(3)(5)(9)
|
| | |
|
44.4
|
| | | | | 53.2 | | |
Long-term debt(11)(21)(22)(23)
|
| | |
|
508.1
|
| | | | | 530.3 | | |
Total non-current liabilities
|
| | |
|
589.0
|
| | | | | 624.1 | | |
Total liabilities
|
| | |
|
746.1
|
| | | | | 746.7 | | |
Equity | | | | | | | | | | | | | |
Retained earnings
|
| | |
|
246.3
|
| | | | | 190.8 | | |
Share capital(25)
|
| | |
|
11.0
|
| | | | | 10.9 | | |
Share premium
|
| | |
|
8.9
|
| | | | | 4.7 | | |
Other reserves
|
| | |
|
253.2
|
| | | | | 258.4 | | |
Total equity
|
| | |
|
519.4
|
| | | | | 464.8 | | |
Total liabilities and equity
|
| | |
|
1,265.5
|
| | | | | 1,211.5 | | |
| | |
Share
Capital (£m) |
| |
Share
Premium (£m) |
| |
Merger
Reserve (£m) |
| |
Share-
Based Payment Reserve (£m) |
| |
Translation
Reserve (£m) |
| |
Hedge
Reserve (£m) |
| |
Retained
Earnings (£m) |
| |
Total
(£m) |
| ||||||||||||||||||||||||
Balance at 1 January 2018 Unaudited
|
| | | | 7.4 | | | | | | 1.4 | | | | | | (6.1) | | | | | | 10.0 | | | | | | 23.7 | | | | | | — | | | | | | 168.0 | | | | | | 204.4 | | |
Comprehensive income/(loss) for the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year (continued and discontinued operations)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14.3 | | | | | | 14.3 | | |
Other comprehensive income/(loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | (1.1) | | | | | | — | | | | | | (0.7) | | |
Total comprehensive income/(loss) for the year:
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | (1.1) | | | | | | 14.3 | | | | | | 13.6 | | |
Contributions by and distributions to shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Conversion of debentures
|
| | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.2 | | |
Exercise of options
|
| | | | — | | | | | | 0.5 | | | | | | — | | | | | | (0.2) | | | | | | — | | | | | | — | | | | | | 0.2 | | | | | | 0.5 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.6 | | |
Total contributions by and distributions to
shareholders: |
| | | | — | | | | | | 0.7 | | | | | | — | | | | | | 0.4 | | | | | | — | | | | | | — | | | | | | 0.2 | | | | | | 1.3 | | |
Balance at 1 January 2019
|
| | | | 7.4 | | | | | | 2.1 | | | | | | (6.1) | | | | | | 10.4 | | | | | | 24.1 | | | | | | (1.1) | | | | | | 182.5 | | | | | | 219.3 | | |
Comprehensive income/(loss) for the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year (continued and discontinued operations)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8.4 | | | | | | 8.4 | | |
Other comprehensive income/(loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.3 | | | | | | (7.8) | | | | | | — | | | | | | (6.5) | | |
Total comprehensive income/(loss) for the year:
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.3 | | | | | | (7.8) | | | | | | 8.4 | | | | | | 1.9 | | |
Contributions by and distributions to shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issue of common shares, net of costs
|
| | | | 3.4 | | | | | | — | | | | | | 240.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.4) | | | | | | 242.6 | | |
Reclassification of foreign exchange forward
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.7) | | | | | | — | | | | | | (2.7) | | |
Exercise of options
|
| | | | 0.1 | | | | | | 2.6 | | | | | | — | | | | | | (0.8) | | | | | | — | | | | | | — | | | | | | 0.8 | | | | | | 2.7 | | |
Issuance of ordinary share warrants(25)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | 0.5 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | |
Total contributions by and distributions to
shareholders: |
| | | | 3.5 | | | | | | 2.6 | | | | | | 240.6 | | | | | | (0.3) | | | | | | — | | | | | | (2.7) | | | | | | (0.1) | | | | | | 243.6 | | |
Balance at 1 January 2020
|
| | | | 10.9 | | | | | | 4.7 | | | | | | 234.5 | | | | | | 10.1 | | | | | | 25.4 | | | | | | (11.6) | | | | | | 190.8 | | | | | | 464.8 | | |
Comprehensive income/(loss) for the year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 67.2 | | | | | | 67.2 | | |
Other comprehensive (loss)/income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7.5) | | | | | | 0.4 | | | | | | — | | | | | | (7.1) | | |
Total comprehensive (loss)/income for the year:
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7.5) | | | | | | 0.4 | | | | | | 67.2 | | | | | | 60.1 | | |
Contributions by and distributions to shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shareholder dividends(25)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13.0) | | | | | | (13.0) | | |
Exercise of options(25)
|
| | | | 0.1 | | | | | | 4.2 | | | | | | — | | | | | | (1.3) | | | | | | — | | | | | | — | | | | | | 1.3 | | | | | | 4.3 | | |
Payment of long-term incentive plan
|
| | | | — | | | | | | — | | | | | | — | | | | | | (0.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.4) | | |
Share-based compensation(25)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3.6 | | |
Total contributions by and distributions to
shareholders: |
| | | | 0.1 | | | | | | 4.2 | | | | | | — | | | | | | 1.9 | | | | | | — | | | | | | — | | | | | | (11.7) | | | | | | (5.5) | | |
Balance at 31 December 2020
|
| | | | 11.0 | | | | | | 8.9 | | | | | | 234.5 | | | | | | 12.0 | | | | | | 17.9 | | | | | | (11.2) | | | | | | 246.3 | | | | | | 519.4 | | |
| | |
Year ended
31 December 2020 (£m) |
| |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| |||||||||
Operating activities | | | | | | | | | | | | | | | | | | | |
Cash generated from operations(27)
|
| | |
|
225.6
|
| | | | | 78.1 | | | | | | 107.4 | | |
Income taxes paid
|
| | |
|
(11.2)
|
| | | | | (3.1) | | | | | | (0.8) | | |
Total cash provided by operating activities
|
| | |
|
214.4
|
| | | | | 75.0 | | | | | | 106.6 | | |
Financing activities | | | | | | | | | | | | | | | | | | | |
Proceeds from exercise of options
|
| | |
|
4.3
|
| | | | | 2.7 | | | | | | 0.5 | | |
Payment of long-term incentive plan
|
| | |
|
(0.4)
|
| | | | | — | | | | | | — | | |
Payment of shareholder dividends(25)
|
| | |
|
(13.0)
|
| | | | | — | | | | | | — | | |
Proceeds from long-term debt(5)(22)
|
| | |
|
—
|
| | | | | 173.6 | | | | | | — | | |
Debt issuance and repricing costs(11)(22)
|
| | |
|
(0.3)
|
| | | | | (2.6) | | | | | | — | | |
Debenture settlement costs
|
| | |
|
—
|
| | | | | — | | | | | | (0.1) | | |
Principal payments made on long-term debt(11)(22)
|
| | |
|
(40.0)
|
| | | | | — | | | | | | — | | |
Lease payments(11)(18)
|
| | |
|
(5.9)
|
| | | | | (3.6) | | | | | | — | | |
Repayment of non-compete liability(11)
|
| | |
|
(4.7)
|
| | | | | (6.0) | | | | | | (8.0) | | |
Interest and swap payments(11)
|
| | |
|
(25.0)
|
| | | | | (21.0) | | | | | | (21.0) | | |
Payment of contingent consideration
|
| | |
|
—
|
| | | | | — | | | | | | (63.5) | | |
Total cash (used in)/provided by financing activities
|
| | |
|
(85.0)
|
| | | | | 143.1 | | | | | | (92.1) | | |
Investing activities | | | | | | | | | | | | | | | | | | | |
Purchase of tangible assets(12)
|
| | |
|
(2.8)
|
| | | | | (3.8) | | | | | | (1.5) | | |
Purchase of intangible assets(13)
|
| | |
|
(16.7)
|
| | | | | (12.9) | | | | | | (5.3) | | |
Proceeds from sale of intangible assets
|
| | |
|
—
|
| | | | | — | | | | | | 1.5 | | |
Disposal of discontinued operation(32)
|
| | |
|
—
|
| | | | | 18.0 | | | | | | 16.1 | | |
Business acquisitions, net of cash acquired(5)
|
| | |
|
—
|
| | | | | (199.7) | | | | | | — | | |
Total cash used in investing activities
|
| | |
|
(19.5)
|
| | | | | (198.4) | | | | | | 10.8 | | |
Net increase in cash during the year
|
| | |
|
109.9
|
| | | | | 19.7 | | | | | | 25.3 | | |
Cash, beginning of year
|
| | |
|
100.3
|
| | | | | 84.4 | | | | | | 59.0 | | |
Exchange gain/(loss) on cash and cash equivalents
|
| | |
|
2.4
|
| | | | | (3.8) | | | | | | 0.1 | | |
Cash, end of year
|
| | |
|
212.6
|
| | | | | 100.3 | | | | | | 84.4 | | |
| Computer hardware | | | 33% – 50% per annum | |
| Office furniture | | | 20% – 50% per annum | |
| Freehold property | | | Over 50 years | |
| Leasehold improvements | | | Over the lesser of either the term of the lease or useful economic life | |
| Brand | | | 5% per annum | |
| Gaming licences | | | 5% per annum | |
| Platform and software | | | 7% – 33% per annum | |
| Player relationships and partnership agreements | | |
8% – 20% per annum
(variable, according to the expected pattern of consumption)
|
|
| | |
26 September
2019 (£m) |
| |||
Assets acquired | | | | | | | |
Cash
|
| | | | 40.3 | | |
Restricted cash
|
| | | | 1.2 | | |
Player deposits
|
| | | | 9.0 | | |
Trade and other receivables
|
| | | | 14.0 | | |
Other non-current assets
|
| | | | 5.9 | | |
Right-of-use assets
|
| | | | 18.8 | | |
Intangible assets (note 13)
|
| | | | 309.0 | | |
Goodwill (note 13)
|
| | | | 252.7 | | |
| | | | | 650.9 | | |
Liabilities assumed | | | | | | | |
Accounts payable and accrued liabilities
|
| | | | 75.5 | | |
Player liabilities
|
| | | | 9.0 | | |
Deferred tax liabilities
|
| | | | 52.4 | | |
Provisions (note 20)
|
| | | | 3.8 | | |
Lease liabilities
|
| | | | 19.0 | | |
| | | | | 159.7 | | |
| | | | | | | |
Net assets acquired
|
| | | | 491.2 | | |
Consideration | | | | | | | |
Cash
|
| | | | 240.0 | | |
Realised gain on FX Forward
|
| | | | (2.7) | | |
Deferred consideration
|
| | | | 10.0 | | |
Working capital adjustment
|
| | | | (0.1) | | |
Shares issued
|
| | | | 244.0 | | |
| | | | | 491.2 | | |
| | |
Online
gaming (£m) |
| |
Unallocated
corporate costs (£m) |
| |
Total
(£m) |
| |||||||||
Revenue
|
| | |
|
727.7
|
| | | | | — | | | | |
|
727.7
|
| |
Distribution costs
|
| | | | 399.9 | | | | | | — | | | | | | 399.9 | | |
Amortisation and depreciation
|
| | | | 99.5 | | | | | | 0.5 | | | | | | 100.0 | | |
Impairment of purchase price intangibles
|
| | | | 4.1 | | | | | | — | | | | | | 4.1 | | |
Compensation, professional, and general and administrative expenses
|
| | | | 100.4 | | | | | | 17.0 | | | | | | 117.4 | | |
Impairment of financial assets
|
| | | | 5.0 | | | | | | — | | | | | | 5.0 | | |
Severance costs
|
| | | | 1.1 | | | | | | 0.8 | | | | | | 1.9 | | |
Transaction related costs
|
| | | | — | | | | | | 1.8 | | | | | | 1.8 | | |
Foreign exchange (gain)/loss
|
| | | | (1.0) | | | | | | 5.2 | | | | | | 4.2 | | |
Financing, net
|
| | | | 0.9 | | | | | | 23.8 | | | | | | 24.7 | | |
Income/(loss) for the year before taxes
|
| | | | 117.8 | | | | | | (49.1) | | | | | | 68.7 | | |
Tax expense
|
| | | | 1.2 | | | | | | 0.3 | | | | | | 1.5 | | |
Net income/(loss) for the year after taxes
|
| | | | 116.6 | | | | | | (49.4) | | | | | | 67.2 | | |
Net income/(loss) for the year after taxes
|
| | | | 116.6 | | | | | | (49.4) | | | | | | 67.2 | | |
Interest expense, net
|
| | | | 0.9 | | | | | | 22.6 | | | | | | 23.5 | | |
Accretion on financial liabilities
|
| | | | — | | | | | | 1.2 | | | | | | 1.2 | | |
Tax expense
|
| | | | 1.2 | | | | | | 0.3 | | | | | | 1.5 | | |
Amortisation and depreciation
|
| | | | 99.5 | | | | | | 0.5 | | | | | | 100.0 | | |
Impairment of purchase price intangibles
|
| | | | 4.1 | | | | | | — | | | | | | 4.1 | | |
EBITDA | | | | | 222.3 | | | | | | (24.8) | | | | | | 197.5 | | |
Severance costs
|
| | | | 1.1 | | | | | | 0.8 | | | | | | 1.9 | | |
One-off tax charges
|
| | | | 0.8 | | | | | | — | | | | | | 0.8 | | |
Transaction related costs
|
| | | | — | | | | | | 1.8 | | | | | | 1.8 | | |
Foreign exchange (gain)/loss
|
| | | | (1.0) | | | | | | 5.2 | | | | | | 4.2 | | |
Adjusted EBITDA
|
| | | | 223.2 | | | | | | (17.0) | | | | | | 206.2 | | |
Net income/(loss) for the year after taxes
|
| | | | 116.6 | | | | | | (49.4) | | | | | | 67.2 | | |
Severance costs
|
| | | | 1.1 | | | | | | 0.8 | | | | | | 1.9 | | |
One-off tax charges
|
| | | | 0.8 | | | | | | — | | | | | | 0.8 | | |
Transaction related costs
|
| | | | — | | | | | | 1.8 | | | | | | 1.8 | | |
Foreign exchange (gain)/loss
|
| | | | (1.0) | | | | | | 5.2 | | | | | | 4.2 | | |
Amortisation of acquisition related purchase price intangibles
|
| | | | 82.9 | | | | | | — | | | | | | 82.9 | | |
Impairment of purchase price intangibles
|
| | | | 4.1 | | | | | | — | | | | | | 4.1 | | |
Accretion on financial liabilities
|
| | | | — | | | | | | 1.2 | | | | | | 1.2 | | |
Deferred tax on purchase price intangibles
|
| | | | (8.7) | | | | | | — | | | | | | (8.7) | | |
Adjusted net income/(loss)
|
| | | | 195.8 | | | | | | (40.4) | | | | | | 155.4 | | |
| | |
Online
gaming (£m) |
| |
Unallocated
corporate costs (£m) |
| |
Total
(£m) |
| |||||||||
Revenue
|
| | |
|
415.1
|
| | | | | — | | | | |
|
415.1
|
| |
Distribution costs
|
| | | | 214.2 | | | | | | — | | | | | | 214.2 | | |
Amortisation and depreciation
|
| | | | 61.2 | | | | | | 1.0 | | | | | | 62.2 | | |
Compensation, professional, and general and administrative expenses
|
| | | | 71.3 | | | | | | 14.0 | | | | | | 85.3 | | |
Impairment of financial assets
|
| | | | 3.9 | | | | | | — | | | | | | 3.9 | | |
Transaction related costs
|
| | | | 0.2 | | | | | | 15.6 | | | | | | 15.8 | | |
Foreign exchange loss/(gain)
|
| | | | 1.3 | | | | | | (2.8) | | | | | | (1.5) | | |
Financing, net
|
| | | | 0.5 | | | | | | 22.7 | | | | | | 23.2 | | |
Income/(loss) for the year before taxes from continuing operations
|
| | | | 62.5 | | | | | | (50.5) | | | | | | 12.0 | | |
Tax expense
|
| | | | 2.6 | | | | | | 0.3 | | | | | | 2.9 | | |
Net income/(loss) for the year after taxes from continuing operations
|
| | | | 59.9 | | | | | | (50.8) | | | | | | 9.1 | | |
Net income/(loss) for the year after taxes from continuing operations
|
| | | | 59.9 | | | | | | (50.8) | | | | | | 9.1 | | |
Interest expense, net
|
| | | | 0.5 | | | | | | 20.9 | | | | | | 21.4 | | |
Accretion on financial liabilities
|
| | | | — | | | | | | 1.3 | | | | | | 1.3 | | |
Tax expense
|
| | | | 2.6 | | | | | | 0.3 | | | | | | 2.9 | | |
Amortisation and depreciation
|
| | | | 61.2 | | | | | | 1.0 | | | | | | 62.2 | | |
EBITDA | | | | | 124.2 | | | | | | (27.3) | | | | | | 96.9 | | |
One-off tax charges
|
| | | | 6.0 | | | | | | — | | | | | | 6.0 | | |
Fair value adjustments on contingent consideration
|
| | | | — | | | | | | 0.5 | | | | | | 0.5 | | |
Transaction related costs
|
| | | | 0.2 | | | | | | 15.6 | | | | | | 15.8 | | |
Foreign exchange loss/(gain)
|
| | | | 1.3 | | | | | | (2.8) | | | | | | (1.5) | | |
Adjusted EBITDA(1)
|
| | | | 131.7 | | | | | | (14.0) | | | | | | 117.7 | | |
Net income/(loss) for the year after taxes from continuing operations
|
| | | | 59.9 | | | | | | (50.8) | | | | | | 9.1 | | |
One-off tax charges
|
| | | | 6.0 | | | | | | — | | | | | | 6.0 | | |
Fair value adjustments on contingent consideration
|
| | | | — | | | | | | 0.5 | | | | | | 0.5 | | |
Transaction related costs
|
| | | | 0.2 | | | | | | 15.6 | | | | | | 15.8 | | |
Foreign exchange loss/(gain)
|
| | | | 1.3 | | | | | | (2.8) | | | | | | (1.5) | | |
Amortisation of acquisition related purchase price intangibles
|
| | | | 52.7 | | | | | | — | | | | | | 52.7 | | |
Accretion on financial liabilities
|
| | | | — | | | | | | 1.3 | | | | | | 1.3 | | |
Deferred tax on purchase price intangibles(2)
|
| | | | (0.4) | | | | | | — | | | | | | (0.4) | | |
Adjusted net income/(loss)(1),(2)
|
| | | | 119.7 | | | | | | (36.2) | | | | | | 83.5 | | |
| | |
Online
gaming (£m) |
| |
Unallocated
corporate costs (£m) |
| |
Total
(£m) |
| |||||||||
Revenue
|
| | |
|
308.2
|
| | | | | — | | | | |
|
308.2
|
| |
Distribution costs
|
| | | | 149.8 | | | | | | 0.1 | | | | | | 149.9 | | |
Amortisation and depreciation
|
| | | | 54.9 | | | | | | 0.4 | | | | | | 55.3 | | |
Compensation, professional, and general and administrative expenses
|
| | | | 37.9 | | | | | | 11.6 | | | | | | 49.5 | | |
Impairment of financial assets
|
| | | | 1.0 | | | | | | — | | | | | | 1.0 | | |
Severance costs
|
| | | | 0.9 | | | | | | — | | | | | | 0.9 | | |
Transaction related costs
|
| | | | 0.1 | | | | | | 1.8 | | | | | | 1.9 | | |
Foreign exchange loss/(gain)
|
| | | | 0.5 | | | | | | (0.1) | | | | | | 0.4 | | |
Financing, net
|
| | | | (0.1) | | | | | | 29.8 | | | | | | 29.7 | | |
Income/(loss) for the year before taxes from continuing operations
|
| | | | 63.2 | | | | | | (43.6) | | | | | | 19.6 | | |
Tax expense
|
| | | | 0.2 | | | | | | 0.3 | | | | | | 0.5 | | |
Net income/(loss) for the year after taxes from continuing operations
|
| | | | 63.0 | | | | | | (43.9) | | | | | | 19.1 | | |
Net income/(loss) for the year after taxes from continuing operations
|
| | | | 63.0 | | | | | | (43.9) | | | | | | 19.1 | | |
Interest expense, net
|
| | | | (0.1) | | | | | | 19.6 | | | | | | 19.5 | | |
Accretion on financial liabilities
|
| | | | — | | | | | | 3.0 | | | | | | 3.0 | | |
Tax expense
|
| | | | 0.2 | | | | | | 0.3 | | | | | | 0.5 | | |
Amortisation and depreciation
|
| | | | 54.9 | | | | | | 0.4 | | | | | | 55.3 | | |
EBITDA | | | | | 118.0 | | | | | | (20.6) | | | | | | 97.4 | | |
Severance costs
|
| | | | 0.9 | | | | | | — | | | | | | 0.9 | | |
Fair value adjustments on contingent consideration
|
| | | | — | | | | | | 7.2 | | | | | | 7.2 | | |
Transaction related costs
|
| | | | 0.1 | | | | | | 1.8 | | | | | | 1.9 | | |
Foreign exchange loss/(gain)
|
| | | | 0.5 | | | | | | (0.1) | | | | | | 0.4 | | |
Adjusted EBITDA(1)
|
| | | | 119.5 | | | | | | (11.7) | | | | | | 107.8 | | |
Net income/(loss) for the year after taxes from continuing operations
|
| | | | 63.0 | | | | | | (43.9) | | | | | | 19.1 | | |
Severance costs
|
| | | | 0.9 | | | | | | — | | | | | | 0.9 | | |
Fair value adjustments on contingent consideration
|
| | | | — | | | | | | 7.2 | | | | | | 7.2 | | |
Transaction related costs
|
| | | | 0.1 | | | | | | 1.8 | | | | | | 1.9 | | |
Foreign exchange loss/(gain)
|
| | | | 0.5 | | | | | | (0.1) | | | | | | 0.4 | | |
Amortisation of acquisition related purchase price intangibles
|
| | | | 52.8 | | | | | | — | | | | | | 52.8 | | |
Accretion on financial liabilities
|
| | | | — | | | | | | 3.0 | | | | | | 3.0 | | |
Deferred tax on purchase price intangibles(2)
|
| | | | (0.4) | | | | | | — | | | | | | (0.4) | | |
Adjusted net income/(loss)(1),(2)
|
| | | | 116.9 | | | | | | (32.0) | | | | | | 84.9 | | |
| | |
Year ended
31 December 2020 (£m) |
| |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| |||||||||
Distribution costs: | | | | | | | | | | | | | | | | | | | |
Selling and marketing
|
| | |
|
155.9
|
| | | | | 81.7 | | | | | | 54.5 | | |
Licensing fees
|
| | |
|
63.2
|
| | | | | 45.3 | | | | | | 38.1 | | |
Gaming taxes
|
| | |
|
116.5
|
| | | | | 59.2 | | | | | | 38.7 | | |
Processing fees
|
| | |
|
64.3
|
| | | | | 28.0 | | | | | | 18.6 | | |
| | | |
|
399.9
|
| | | | | 214.2 | | | | | | 149.9 | | |
Administrative costs: | | | | | | | | | | | | | | | | | | | |
Compensation and benefits
|
| | |
|
91.8
|
| | | | | 55.6 | | | | | | 31.6 | | |
Professional fees
|
| | |
|
7.7
|
| | | | | 5.1 | | | | | | 4.3 | | |
General and administrative
|
| | |
|
17.9
|
| | | | | 24.6 | | | | | | 13.6 | | |
Tangible and right-of-use asset depreciation
|
| | |
|
8.8
|
| | | | | 4.4 | | | | | | 0.5 | | |
Intangible asset amortisation
|
| | |
|
91.2
|
| | | | | 57.8 | | | | | | 54.8 | | |
Impairment of purchase price intangibles
|
| | |
|
4.1
|
| | | | | — | | | | | | — | | |
| | | |
|
221.5
|
| | | | | 147.5 | | | | | | 104.8 | | |
| | |
Year ended
31 December 2020 (£m) |
| |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| |||||||||
Total interest income
|
| | |
|
0.5
|
| | | | | 0.4 | | | | | | 0.3 | | |
Interest accrued and paid on long-term debt
|
| | |
|
22.4
|
| | | | | 21.4 | | | | | | 19.8 | | |
Fair value adjustment on secured convertible loan
|
| | |
|
(0.1)
|
| | | | | (0.2) | | | | | | — | | |
Interest accrued on deferred consideration
|
| | |
|
0.5
|
| | | | | — | | | | | | — | | |
Interest accrued and paid on lease liabilities
|
| | |
|
1.2
|
| | | | | 0.6 | | | | | | — | | |
Total interest expense
|
| | |
|
24.0
|
| | | | | 21.8 | | | | | | 19.8 | | |
Debt issue costs and accretion recognised on long-term
debt |
| | |
|
1.2
|
| | | | | 0.7 | | | | | | 0.6 | | |
Interest accretion recognised on other long-term liabilities
|
| | |
|
—
|
| | | | | 0.6 | | | | | | 1.2 | | |
Accretion of discount recognised on contingent consideration
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 1.2 | | |
Total accretion on financial liabilities
|
| | |
|
1.2
|
| | | | | 1.3 | | | | | | 3.0 | | |
| | |
Year ended
31 December 2020 (£m) |
| |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| |||||||||
UK
|
| | |
|
8.1
|
| | | | | — | | | | | | — | | |
Overseas jurisdictions
|
| | |
|
12.0
|
| | | | | 9.4 | | | | | | 0.9 | | |
Adjustments for prior years
|
| | |
|
(3.4)
|
| | | | | 0.9 | | | | | | — | | |
Current tax expense
|
| | |
|
16.7
|
| | | | | 10.3 | | | | | | 0.9 | | |
Tax effect of temporary differences
|
| | |
|
(6.5)
|
| | | | | (7.0) | | | | | | — | | |
Reversal of temporary differences related to business combinations
|
| | |
|
(8.7)
|
| | | | | (0.4) | | | | | | (0.4) | | |
Deferred tax credit
|
| | |
|
(15.2)
|
| | | | | (7.4) | | | | | | (0.4) | | |
Total tax expense
|
| | |
|
1.5
|
| | | | | 2.9 | | | | | | 0.5 | | |
| | |
Year ended
31 December 2020 (£m) |
| |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| |||||||||
Profit for the year before taxes
|
| | |
|
68.7
|
| | | | | 11.3 | | | | | | 14.8 | | |
Tax using Gamesys Group plc’s domestic tax rate of 19% (2019 — 19%)
|
| | |
|
13.1
|
| | | | | 2.1 | | | | | | 2.8 | | |
Adjusted for effects of: | | | | | | | | | | | | | | | | | | | |
Non-deductible expenses
|
| | |
|
3.1
|
| | | | | (0.4) | | | | | | 0.9 | | |
Different tax rates applied in overseas jurisdictions
|
| | |
|
(13.3)
|
| | | | | (0.5) | | | | | | (5.0) | | |
Non-capital loss for which no tax benefit has been recorded
|
| | |
|
6.1
|
| | | | | 1.7 | | | | | | 1.8 | | |
Adjustments for prior years
|
| | |
|
(3.4)
|
| | | | | — | | | | | | — | | |
Utilisation of brought forward losses not previously recognised as an asset
|
| | |
|
(1.5)
|
| | | | | — | | | | | | — | | |
Other differences
|
| | |
|
(2.6)
|
| | | | | — | | | | | | — | | |
Total tax expense
|
| | |
|
1.5
|
| | | | | 2.9 | | | | | | 0.5 | | |
| | |
Deferred tax asset
(£m) |
| |
Deferred tax liability
(£m) |
| ||||||
Balance, 1 January 2019
|
| | | | — | | | | | | 1.2 | | |
Arising on business combinations
|
| | | | — | | | | | | 52.4 | | |
Deferred tax on purchase price intangibles
|
| | | | — | | | | | | (0.4) | | |
Balance, 31 December 2019
|
| | | | — | | | | | | 53.2 | | |
Deferred tax on purchase price intangibles
|
| | | | — | | | | | | (8.7) | | |
Transfer from current taxes receivable
|
| | | | 7.2 | | | | | | — | | |
Accrued tax rebates
|
| | | | 4.8 | | | | | | — | | |
Temporary differences: intangible assets
|
| | | | 1.7 | | | | | | — | | |
Transfer to current taxes receivable
|
| | | | (3.8) | | | | | | — | | |
Foreign exchange translation
|
| | | | — | | | | | | (0.1) | | |
Balance, 31 December 2020
|
| | | | 9.9 | | | | | | 44.4 | | |
| | |
Year ended
31 December 2020 (£m) |
| |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| |||||||||
Numerator: | | | | | | | | | | | | | | | | | | | |
Net income attributable to owners of the parent – basic
|
| | |
|
67.2
|
| | | | | 8.4 | | | | | | 14.3 | | |
Net income attributable to owners of the parent – diluted
|
| | |
|
67.2
|
| | | | | 8.4 | | | | | | 14.3 | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net income from continuing operations – basic
|
| | |
|
67.2
|
| | | | | 9.1 | | | | | | 19.1 | | |
Net income from continuing operations – diluted
|
| | |
|
67.2
|
| | | | | 9.1 | | | | | | 19.1 | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net loss from discontinued operations – basic
|
| | |
|
—
|
| | | | | (0.7) | | | | | | (4.8) | | |
Net loss from discontinued operations – diluted(1)
|
| | |
|
—
|
| | | | | (0.7) | | | | | | (4.8) | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average number of shares outstanding – basic
|
| | |
|
108.8
|
| | | | | 83.3 | | | | | | 74.2 | | |
Weighted average effect of dilutive share options(2)
|
| | |
|
0.5
|
| | | | | 0.3 | | | | | | 0.6 | | |
Weighted average number of shares outstanding – diluted
|
| | |
|
109.3
|
| | | | | 83.6 | | | | | | 74.8 | | |
Net income per share(3),(4) | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
|
61.8p
|
| | | | | 10.1p | | | | | | 19.3p | | |
Diluted
|
| | |
|
61.5p
|
| | | | | 10.0p | | | | | | 19.1p | | |
Net income per share(3),(4) – continuing operations | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
|
61.8p
|
| | | | | 10.9p | | | | | | 25.7p | | |
Diluted
|
| | |
|
61.5p
|
| | | | | 10.9p | | | | | | 25.5p | | |
Net loss per share(1),(3),(4) – discontinued operations | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
|
—
|
| | | | | (0.8)p | | | | | | (6.4)p | | |
Diluted
|
| | |
|
—
|
| | | | | (0.8)p | | | | | | (6.4)p | | |
| | |
Long-term
debt (£m) |
| |
Interest
payable (£m) |
| |
Non-
compete clauses (£m) |
| |
Interest
rate swap liability (£m) |
| |
Currency
swap liability (£m) |
| |
Deferred/
Contingent consideration (£m) |
| |
Lease
liabilities (£m) |
| |
Total
(£m) |
| ||||||||||||||||||||||||
Balance, 1 January 2019
|
| | | | 371.4 | | | | | | 0.3 | | | | | | 10.1 | | | | | | 0.5 | | | | | | — | | | | | | 4.5 | | | | | | — | | | | | | 386.8 | | |
Cash flows
|
| | | | 171.0 | | | | | | (20.4) | | | | | | (6.0) | | | | | | (0.6) | | | | | | — | | | | | | — | | | | | | (3.6) | | | | | | 140.4 | | |
Non-cash flows:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1.2 | | | | | | 9.3 | | | | | | 0.5 | | | | | | — | | | | | | 11.0 | | |
Interest expense
|
| | | | — | | | | | | 21.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.6 | | | | | | 22.0 | | |
Lease liabilities recognised
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25.7 | | | | | | 25.7 | | |
Accretion
|
| | | | 0.7 | | | | | | — | | | | | | 0.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.3 | | |
Arising on business combinations
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10.0 | | | | | | — | | | | | | 10.0 | | |
Set-off against acquired assets
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5.0) | | | | | | — | | | | | | (5.0) | | |
Foreign exchange translation
|
| | | | (12.8) | | | | | | (0.3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13.1) | | |
Balance, 31 December 2019
|
| | | | 530.3 | | | | | | 1.0 | | | | | | 4.7 | | | | | | 1.1 | | | | | | 9.3 | | | | | | 10.0 | | | | | | 22.7 | | | | | | 579.1 | | |
Cash flows
|
| | | | (40.3) | | | | | | (21.8) | | | | | | (4.7) | | | | | | (0.9) | | | | | | (2.3) | | | | | | — | | | | | | (5.9) | | | | | | (75.9) | | |
Non-cash flows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fair value adjustments
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1.6 | | | | | | (2.0) | | | | | | — | | | | | | — | | | | | | (0.4) | | |
Interest expense
|
| | | | — | | | | | | 22.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.2 | | | | | | 24.1 | | |
Lease liabilities recognised
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.6 | | | | | | 4.6 | | |
Accretion
|
| | | | 1.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.2 | | |
Foreign exchange translation
|
| | | | 16.9 | | | | | | (0.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 16.8 | | |
Balance, 31 December 2020
|
| | | | 508.1 | | | | | | 1.9 | | | | | | — | | | | | | 1.8 | | | | | | 5.0 | | | | | | 10.0 | | | | | | 22.7 | | | | | | 549.5 | | |
| | |
Fixtures and fittings
(£m) |
| |
Hardware and equipment
(£m) |
| |
Total
(£m) |
| |||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2020
|
| | | | 7.2 | | | | | | 5.5 | | | | | | 12.7 | | |
Additions
|
| | | | 1.0 | | | | | | 1.8 | | | | | | 2.8 | | |
Disposals
|
| | | | (0.1) | | | | | | (0.2) | | | | | | (0.3) | | |
Translation
|
| | | | (0.1) | | | | | | 0.2 | | | | | | 0.1 | | |
Balance, 31 December 2020
|
| | | | 8.0 | | | | | | 7.3 | | | | | | 15.3 | | |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2020
|
| | | | 0.8 | | | | | | 2.4 | | | | | | 3.2 | | |
Depreciation
|
| | | | 1.2 | | | | | | 2.3 | | | | | | 3.5 | | |
Disposals
|
| | | | (0.1) | | | | | | (0.1) | | | | | | (0.2) | | |
Translation
|
| | | | — | | | | | | (0.1) | | | | | | (0.1) | | |
Balance, 31 December 2020
|
| | | | 1.9 | | | | | | 4.5 | | | | | | 6.4 | | |
Carrying value | | | | | | | | | | | | | | | | | | | |
Balance, 31 December 2020
|
| | | | 6.1 | | | | | | 2.8 | | | | | | 8.9 | | |
| | |
Fixtures and fittings
(£m) |
| |
Hardware and equipment
(£m) |
| |
Total
(£m) |
| |||||||||
Cost | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2019
|
| | | | 1.3 | | | | | | 2.3 | | | | | | 3.6 | | |
Additions
|
| | | | 5.9 | | | | | | 3.2 | | | | | | 9.1 | | |
Balance, 31 December 2019
|
| | | | 7.2 | | | | | | 5.5 | | | | | | 12.7 | | |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2019
|
| | | | 0.3 | | | | | | 1.1 | | | | | | 1.4 | | |
Depreciation
|
| | | | 0.6 | | | | | | 1.2 | | | | | | 1.8 | | |
Translation
|
| | | | (0.1) | | | | | | 0.1 | | | | | | — | | |
Balance, 31 December 2019
|
| | | | 0.8 | | | | | | 2.4 | | | | | | 3.2 | | |
Carrying value | | | | | | | | | | | | | | | | | | | |
Balance, 31 December 2019
|
| | | | 6.4 | | | | | | 3.1 | | | | | | 9.5 | | |
| | |
Player relationships
|
| |
Software
|
| |
Brand
|
| |
Partnership
agreements |
| |
Goodwill
|
| |
Total
|
| ||||||||||||||||||
| | |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| ||||||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2020
|
| | | | 515.0 | | | | | | 123.0 | | | | | | 68.2 | | | | | | 17.5 | | | | | | 544.4 | | | | | | 1,268.1 | | |
Additions
|
| | | | — | | | | | | 16.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16.8 | | |
Translation
|
| | | | 1.2 | | | | | | 2.2 | | | | | | 0.3 | | | | | | 0.3 | | | | | | 1.3 | | | | | | 5.3 | | |
Balance, 31 December 2020
|
| | | | 516.2 | | | | | | 142.0 | | | | | | 68.5 | | | | | | 17.8 | | | | | | 545.7 | | | | | | 1,290.2 | | |
Accumulated amortisation/impairment
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2020
|
| | | | 188.4 | | | | | | 25.6 | | | | | | 16.5 | | | | | | 8.7 | | | | | | 20.2 | | | | | | 259.4 | | |
Amortisation
|
| | | | 72.4 | | | | | | 12.0 | | | | | | 3.4 | | | | | | 3.4 | | | | | | — | | | | | | 91.2 | | |
Impairment(1) | | | | | — | | | | | | — | | | | | | — | | | | | | 4.1 | | | | | | — | | | | | | 4.1 | | |
Translation
|
| | | | 1.2 | | | | | | 1.1 | | | | | | 0.1 | | | | | | — | | | | | | (0.7) | | | | | | 1.7 | | |
Balance, 31 December 2020
|
| | | | 262.0 | | | | | | 38.7 | | | | | | 20.0 | | | | | | 16.2 | | | | | | 19.5 | | | | | | 356.4 | | |
Carrying value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, 31 December 2020
|
| | | | 254.2 | | | | | | 103.3 | | | | | | 48.5 | | | | | | 1.6 | | | | | | 526.2 | | | | | | 933.8 | | |
| | |
Player
relationships (£m) |
| |
Software
(£m) |
| |
Brand
(£m) |
| |
Partnership
agreements (£m) |
| |
Non-
compete clauses (£m) |
| |
Goodwill
(£m) |
| |
Total
(£m) |
| |||||||||||||||||||||
Cost | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2019
|
| | | | 320.1 | | | | | | 31.0 | | | | | | 70.3 | | | | | | 12.9 | | | | | | 20.4 | | | | | | 309.1 | | | | | | 763.8 | | |
Additions
|
| | | | 223.3 | | | | | | 94.0 | | | | | | — | | | | | | 4.6 | | | | | | — | | | | | | 252.7 | | | | | | 574.6 | | |
Disposals
|
| | | | (27.2) | | | | | | (0.4) | | | | | | (1.6) | | | | | | — | | | | | | — | | | | | | (14.3) | | | | | | (43.5) | | |
Translation
|
| | | | (1.2) | | | | | | (1.6) | | | | | | (0.5) | | | | | | — | | | | | | — | | | | | | (3.1) | | | | | | (6.4) | | |
Balance, 31 December 2019
|
| | | | 515.0 | | | | | | 123.0 | | | | | | 68.2 | | | | | | 17.5 | | | | | | 20.4 | | | | | | 544.4 | | | | | | 1,288.5 | | |
Accumulated amortisation/impairment
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, 1 January 2019
|
| | | | 172.6 | | | | | | 18.3 | | | | | | 13.6 | | | | | | 6.1 | | | | | | 17.9 | | | | | | 20.8 | | | | | | 249.3 | | |
Amortisation
|
| | | | 41.6 | | | | | | 8.7 | | | | | | 3.4 | | | | | | 2.6 | | | | | | 2.5 | | | | | | — | | | | | | 58.8 | | |
Disposals
|
| | | | (24.7) | | | | | | (0.3) | | | | | | (0.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | (25.4) | | |
Translation
|
| | | | (1.1) | | | | | | (1.1) | | | | | | (0.1) | | | | | | — | | | | | | — | | | | | | (0.6) | | | | | | (2.9) | | |
Balance, 31 December 2019
|
| | | | 188.4 | | | | | | 25.6 | | | | | | 16.5 | | | | | | 8.7 | | | | | | 20.4 | | | | | | 20.2 | | | | | | 279.8 | | |
Carrying value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance, 31 December 2019
|
| | | | 326.6 | | | | | | 97.4 | | | | | | 51.7 | | | | | | 8.8 | | | | | | — | | | | | | 524.2 | | | | | | 1,008.7 | | |
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Secured convertible loan
|
| | |
|
3.9
|
| | | | | 3.8 | | |
Long-term loan receivable (net of ECL provision discussed in note 16)
|
| | |
|
1.0
|
| | | | | 1.2 | | |
Other
|
| | |
|
0.2
|
| | | | | 0.2 | | |
| | | |
|
5.1
|
| | | | | 5.2 | | |
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Cash
|
| | |
|
212.6
|
| | | | | 100.3 | | |
Restricted cash
|
| | | | — | | | | | | 6.3 | | |
| | | |
|
212.6
|
| | | | | 106.6 | | |
| | | | | | | | | | | | | |
Player deposits – restricted cash(1)
|
| | |
|
29.6
|
| | | | | 12.4 | | |
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Trade receivables
|
| | |
|
8.4
|
| | | | | 5.5 | | |
Due from payment service providers
|
| | |
|
20.4
|
| | | | | 12.2 | | |
Prepaid expenses
|
| | |
|
12.4
|
| | | | | 10.4 | | |
Sales tax receivable
|
| | |
|
4.7
|
| | | | | 4.8 | | |
Other receivables
|
| | |
|
3.5
|
| | | | | 4.8 | | |
ECL on above balances
|
| | |
|
(9.5)
|
| | | | | (4.5) | | |
| | | |
|
39.9
|
| | | | | 33.2 | | |
| | |
(£m)
|
| |||
Balance, 1 January 2019
|
| | | | 0.6 | | |
ECL on trade and other receivables
|
| | | | 0.3 | | |
ECL on certain balances held with PSPs
|
| | | | 3.6 | | |
Balance, 31 December 2019
|
| | | | 4.5 | | |
ECL on certain balances held with PSPs
|
| | | | 5.0 | | |
Balance, 31 December 2020
|
| | | | 9.5 | | |
| | |
0-30 days
(£m) |
| |
31-60 days
(£m) |
| |
61-90 days
(£m) |
| |
90 days +
(£m) |
| |
Total
(£m) |
| |||||||||||||||
Trade and other receivables
|
| | | | 0.1 | | | | | | — | | | | | | 0.1 | | | | | | 0.7 | | | | |
|
0.9
|
| |
Other long-term receivables (note 14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | | |
|
0.4
|
| |
| | | | | 0.1 | | | | | | — | | | | | | 0.1 | | | | | | 1.1 | | | | |
|
1.3
|
| |
| | |
0-30 days
(£m) |
| |
31-60 days
(£m) |
| |
61-90 days
(£m) |
| |
90 days +
(£m) |
| |
Total
(£m) |
| |||||||||||||||
Trade and other receivables
|
| | | | 0.1 | | | | | | — | | | | | | — | | | | | | 0.8 | | | | |
|
0.9
|
| |
Other long-term receivables (note 14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | | |
|
0.4
|
| |
| | | | | 0.1 | | | | | | — | | | | | | — | | | | | | 1.2 | | | | |
|
1.3
|
| |
| | |
(£m)
|
| |||
Balance, 1 January 2019
|
| | | | — | | |
FVOCI
|
| | | | 9.3 | | |
Balance, 31 December 2019
|
| | | | 9.3 | | |
FVOCI(1) | | | | | (4.3) | | |
Balance, 31 December 2020
|
| | | | 5.0 | | |
| | |
(£m)
|
| |||
Balance, 1 January 2019
|
| | | | 0.5 | | |
FVOCI(1) | | | | | 0.6 | | |
Balance, 31 December 2019
|
| | | | 1.1 | | |
FVOCI(1) | | | | | 0.7 | | |
Balance, 31 December 2020
|
| | | | 1.8 | | |
| | |
(£m)
|
| |||
Balance, 1 January 2019
|
| | | | 3.2 | | |
Additions
|
| | | | 5.3 | | |
Additions arising on business combination
|
| | | | 18.8 | | |
Depreciation
|
| | | | (2.6) | | |
Effect of modification of lease terms
|
| | | | (2.5) | | |
Balance, 31 December 2019
|
| | | | 22.2 | | |
Additions
|
| | | | 4.2 | | |
Depreciation
|
| | | | (5.3) | | |
Effect of modification of lease terms
|
| | | | 0.4 | | |
Foreign exchange movements
|
| | | | 0.4 | | |
Balance, 31 December 2020
|
| | | | 21.9 | | |
| | |
(£m)
|
| |||
Balance, 1 January 2019
|
| | | | 3.2 | | |
Additions
|
| | | | 5.3 | | |
Additions arising on business combination
|
| | | | 19.0 | | |
Interest expense
|
| | | | 0.6 | | |
Effect of modification of lease terms
|
| | | | (1.8) | | |
Lease payments
|
| | | | (3.6) | | |
Balance, 31 December 2019
|
| | | | 22.7 | | |
Additions
|
| | | | 4.2 | | |
Interest expense
|
| | | | 1.2 | | |
Effect of modification of lease terms
|
| | | | 0.4 | | |
Lease payments
|
| | | | (5.9) | | |
Foreign exchange movements
|
| | | | 0.1 | | |
Balance, 31 December 2020
|
| | | | 22.7 | | |
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Trade payables
|
| | |
|
12.2
|
| | | | | 20.3 | | |
Accruals
|
| | |
|
52.3
|
| | | | | 30.2 | | |
Gaming taxes, social security and other taxes
|
| | |
|
34.1
|
| | | | | 27.5 | | |
| | | |
|
98.6
|
| | | | | 78.0 | | |
| | |
(£m)
|
| |||
Balance, 1 January 2019
|
| | | | — | | |
Arising on business combination (note 5)
|
| | | | 3.8 | | |
Provisions in the year
|
| | | | 6.0 | | |
Balance, 31 December 2019
|
| | | | 9.8 | | |
Transfer to taxes payable
|
| | | | (3.8) | | |
Release of provisions in the year
|
| | | | (6.0) | | |
Provisions in the year
|
| | | | 6.8 | | |
Balance, 31 December 2020
|
| | | | 6.8 | | |
Financial Institution Rating(1),(2)
|
| |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
AA-
|
| | |
|
2.1
|
| | | | | 1.5 | | |
A+
|
| | |
|
33.8
|
| | | | | 12.8 | | |
A
|
| | |
|
70.8
|
| | | | | 25.3 | | |
A-
|
| | |
|
9.3
|
| | | | | 5.3 | | |
BBB
|
| | |
|
49.0
|
| | | | | 38.2 | | |
BBB-
|
| | |
|
6.0
|
| | | | | 2.2 | | |
BB-
|
| | |
|
18.2
|
| | | | | 2.4 | | |
| | |
Net foreign
currency financial assets/(liabilities) |
| |
Effect of 10%
strengthening in foreign exchange rates on comprehensive income |
| |
Effect of 10%
weakening in foreign exchange rates on comprehensive income |
| |||||||||
| | |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |||||||||
Canadian dollar
|
| | | | 1.2 | | | | | | 0.1 | | | | | | (0.1) | | |
EURO
|
| | | | (214.0) | | | | | | (21.4) | | | | | | 21.4 | | |
United States dollar
|
| | | | 6.8 | | | | | | 0.7 | | | | | | (0.7) | | |
| | |
Net foreign
currency financial assets/(liabilities) |
| |
Effect of 10%
strengthening in foreign exchange rates on comprehensive income |
| |
Effect of 10%
weakening in foreign exchange rates on comprehensive income |
| |||||||||
| | |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |||||||||
Canadian dollar
|
| | | | (0.1) | | | | | | — | | | | | | — | | |
EURO
|
| | | | (245.5) | | | | | | (24.5) | | | | | | 24.5 | | |
United States dollar
|
| | | | 5.1 | | | | | | 0.5 | | | | | | (0.5) | | |
| | |
Net foreign
currency financial assets/(liabilities) |
| |
Effect of 10%
strengthening in foreign exchange rates on comprehensive income |
| |
Effect of 10%
weakening in foreign exchange rates on comprehensive income |
| |||||||||
| | |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |||||||||
Canadian dollar
|
| | | | (0.2) | | | | | | — | | | | | | — | | |
EURO
|
| | | | (99.5) | | | | | | (10.0) | | | | | | 10.0 | | |
United States dollar
|
| | | | 1.5 | | | | | | 0.2 | | | | | | (0.2) | | |
At 31 December 2020
|
| |
On demand
|
| |
Less than 1 year
|
| |
2-3 years
|
| |
4-5 years
|
| |
After 5 years
|
| |||||||||||||||
| | |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |||||||||||||||
Accounts payable and accrued liabilities
|
| | | | 98.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other payables
|
| | | | 0.3 | | | | | | 3.7 | | | | | | 13.1 | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | — | | | | | | 6.1 | | | | | | 10.0 | | | | | | 8.6 | | | | | | 2.4 | | |
Payable to players
|
| | | | 29.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-term debt
|
| | | | — | | | | | | — | | | | | | — | | | | | | 513.4 | | | | | | — | | |
Interest payable on long-term debt
|
| | | | — | | | | | | 20.0 | | | | | | 37.6 | | | | | | 18.8 | | | | | | — | | |
| | | | | 128.5 | | | | | | 29.8 | | | | | | 60.7 | | | | | | 540.8 | | | | | | 2.4 | | |
At 31 December 2019
|
| |
On demand
|
| |
Less than 1 year
|
| |
2-3 years
|
| |
4-5 years
|
| |
After 5 years
|
| |||||||||||||||
| | |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |
(£m)
|
| |||||||||||||||
Accounts payable and accrued liabilities
|
| | | | 78.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Other payables
|
| | | | 1.0 | | | | | | 8.4 | | | | | | 16.7 | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | — | | | | | | 4.7 | | | | | | 8.9 | | | | | | 8.0 | | | | | | 5.8 | | |
Payable to players
|
| | | | 12.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Long-term debt
|
| | | | — | | | | | | — | | | | | | — | | | | | | 536.3 | | | | | | — | | |
Interest payable on long-term debt
|
| | | | — | | | | | | 25.8 | | | | | | 51.5 | | | | | | 52.6 | | | | | | — | | |
| | | | | 91.4 | | | | | | 38.9 | | | | | | 77.1 | | | | | | 596.9 | | | | | | 5.8 | | |
| | |
EUR Term
Facility (£m) |
| |
GBP Term
Facility (£m) |
| |
Total
(£m) |
| |||||||||
Balance, 1 January 2019
|
| | | | 124.4 | | | | | | 247.0 | | | | | | 371.4 | | |
Add-on Debt
|
| | | | 173.6 | | | | | | — | | | | | | 173.6 | | |
Debt issuance costs
|
| | | | (2.6) | | | | | | — | | | | | | (2.6) | | |
Accretion(1) | | | | | 0.3 | | | | | | 0.4 | | | | | | 0.7 | | |
Foreign exchange translation
|
| | | | (12.8) | | | | | | — | | | | | | (12.8) | | |
Balance, 31 December 2019
|
| | | | 282.9 | | | | | | 247.4 | | | | | | 530.3 | | |
Accretion(1) | | | | | 0.7 | | | | | | 0.5 | | | | | | 1.2 | | |
Repayment
|
| | | | — | | | | | | (40.0) | | | | | | (40.0) | | |
Debt repricing costs
|
| | | | — | | | | | | (0.3) | | | | | | (0.3) | | |
Foreign exchange translation
|
| | | | 16.9 | | | | | | — | | | | | | 16.9 | | |
Balance, 31 December 2020
|
| | | | 300.5 | | | | | | 207.6 | | | | | | 508.1 | | |
Current portion
|
| | | | — | | | | | | — | | | | | | — | | |
Non-current portion
|
| | | | 300.5 | | | | | | 207.6 | | | | | | 508.1 | | |
| | |
Financial assets as subsequently measured at
amortised cost |
| |||||||||
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Cash and restricted cash
|
| | |
|
212.6
|
| | | | | 106.6 | | |
Trade and other receivables
|
| | |
|
35.2
|
| | | | | 28.4 | | |
Other long-term receivables
|
| | |
|
1.2
|
| | | | | 1.4 | | |
Player deposits
|
| | |
|
29.6
|
| | | | | 12.4 | | |
| | | |
|
278.6
|
| | | | | 148.8 | | |
| | |
Financial liabilities as subsequently measured at
amortised cost |
| |||||||||
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Accounts payable and accrued liabilities
|
| | |
|
64.5
|
| | | | | 50.5 | | |
Other short-term payables
|
| | |
|
0.3
|
| | | | | 5.6 | | |
Deferred consideration payable
|
| | |
|
10.0
|
| | | | | 10.0 | | |
Interest payable
|
| | |
|
1.9
|
| | | | | 1.0 | | |
Payable to players
|
| | |
|
29.6
|
| | | | | 12.4 | | |
Lease liabilities
|
| | |
|
22.7
|
| | | | | 22.7 | | |
Long-term debt
|
| | |
|
508.1
|
| | | | | 530.3 | | |
| | | |
|
637.1
|
| | | | | 632.5 | | |
| | |
Financial instruments at fair value —
assets/(liabilities) |
| |||||||||
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Interest Rate Swap – through other comprehensive income
|
| | |
|
(1.8)
|
| | | | | (1.1) | | |
| | |
Financial instruments at fair value —
assets/(liabilities) |
| |||||||||
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Currency Swap – through other comprehensive income
|
| | |
|
(5.0)
|
| | | | | (9.3) | | |
Other long-term receivables – through profit or loss
|
| | |
|
3.9
|
| | | | | 3.8 | | |
| | | |
|
(2.9)
|
| | | | | (6.6) | | |
|
| | |
31 December 2020
(£m) |
| |
31 December 2019
(£m) |
| ||||||
Deferred consideration payable
|
| | |
|
10.0
|
| | | | | 10.0 | | |
Interest Rate Swap (note 17)
|
| | |
|
1.0
|
| | | | | 0.7 | | |
Currency Swap (note 17)
|
| | |
|
2.1
|
| | | | | 5.9 | | |
| | | |
|
13.1
|
| | | | | 16.6 | | |
| | |
Ordinary shares of
10p |
| |||||||||
| | |
(£m)
|
| |
#
|
| ||||||
Balance, 1 January 2019
|
| | | | 7.4 | | | | | | 74,328,930 | | |
Issue of shares, net of costs
|
| | | | 3.4 | | | | | | 33,653,846 | | |
Exercise of options
|
| | | | 0.1 | | | | | | 682,472 | | |
Balance, 31 December 2019
|
| | | | 10.9 | | | | | | 108,665,248 | | |
Exercise of options
|
| | | | 0.1 | | | | | | 630,000 | | |
Issue of shares under the G MINE SIP
|
| | | | — | | | | | | 27,066 | | |
Balance, 31 December 2020
|
| | | | 11.0 | | | | | | 109,322,314 | | |
| | |
Share options
(#) |
| |
Weighted average
exercise price (£) |
| ||||||
Balance, 1 January 2019
|
| | | | 2,395,490 | | | | | | 6.66 | | |
Forfeited
|
| | | | (121,166) | | | | | | 7.53 | | |
Exercised
|
| | | | (682,472) | | | | | | 3.93 | | |
Balance, 31 December 2019
|
| | | | 1,591,852 | | | | |
|
7.76
|
| |
Exercised
|
| | | | (630,000) | | | | | | 6.79 | | |
Expired
|
| | | | (587,186) | | | | | | 9.42 | | |
Balance, 31 December 2020
|
| | | | 374,666 | | | | | | 6.79 | | |
| | |
Year ended
|
| |
Year ended
|
| |
Year ended
|
| |||||||||
| | |
31 December 2020
|
| |
31 December 2019
|
| |
31 December 2018
|
| |||||||||
| | |
(£m)
|
| |
(£m)
|
| |
Unaudited (£m)
|
| |||||||||
Net income for the year
|
| | |
|
67.2
|
| | | | | 8.4 | | | | | | 14.3 | | |
Adjustments for:
|
| | | | | | | | | | | | | | | | | | |
Share-based compensation expense
|
| | |
|
3.6
|
| | | | | 0.5 | | | | | | 0.6 | | |
Issuance of ordinary share warrants
|
| | |
|
—
|
| | | | | 0.5 | | | | |
|
—
|
| |
Amortisation and depreciation
|
| | |
|
100.0
|
| | | | | 63.2 | | | | | | 62.0 | | |
Impairment of purchase price intangibles
|
| | |
|
4.1
|
| | | | | — | | | | |
|
—
|
| |
Tax expense
|
| | |
|
1.5
|
| | | | | 2.9 | | | | | | 0.5 | | |
Interest expense, net
|
| | |
|
24.7
|
| | | | | 22.7 | | | | | | 22.5 | | |
Fair value adjustments on contingent consideration
|
| | |
|
—
|
| | | | | 0.5 | | | | | | 7.2 | | |
Foreign exchange loss/(gain)
|
| | |
|
4.2
|
| | | | | (1.5) | | | | | | 0.4 | | |
Loss on sale of discontinued operation, net of tax
|
| | |
|
—
|
| | | | | 0.1 | | | | | | 4.5 | | |
Release/(restriction) of cash balances
|
| | |
|
6.4
|
| | | | | (1.4) | | | | | | (3.7) | | |
Increase in trade and other receivables
|
| | |
|
(5.4)
|
| | | | | (6.3) | | | | | | (1.3) | | |
Reduction /(increase) in other long-term receivables
|
| | |
|
0.2
|
| | | | | (0.1) | | | | | | 0.6 | | |
Increase in accounts payable and accrued liabilities
|
| | |
|
19.0
|
| | | | | 6.3 | | | | | | 2.7 | | |
Reduction in other short-term payables
|
| | |
|
(0.7)
|
| | | | | (23.7) | | | | | | (2.9) | | |
Increase in provisions
|
| | |
|
0.8
|
| | | | | 6.0 | | | | |
|
—
|
| |
Cash generated from operations
|
| | |
|
225.6
|
| | | | | 78.1 | | | | | | 107.4 | | |
| | |
Year ended
|
| |
Year ended
|
| |
Year ended
|
| |||||||||
| | |
31 December 2020
|
| |
31 December 2019
|
| |
31 December 2018
|
| |||||||||
| | |
(£m)
|
| |
(£m)
|
| |
Unaudited (£m)
|
| |||||||||
Salaries, bonuses and benefits
|
| | |
|
7.8
|
| | | | | 6.0 | | | | | | 4.6 | | |
Share-based compensation
|
| | |
|
0.9
|
| | | | | 0.3 | | | | | | 0.4 | | |
| | | |
|
8.7
|
| | | | | 6.3 | | | | | | 5.0 | | |
| | |
Year ended
|
| |
Year ended
|
| |
Year ended
|
| |||||||||
| | |
31 December 2020
|
| |
31 December 2019
|
| |
31 December 2018
|
| |||||||||
| | |
(£m)
|
| |
(£m)
|
| |
Unaudited (£m)
|
| |||||||||
Wages and salaries(1)
|
| | |
|
79.4
|
| | | | | 37.3 | | | | | | 16.1 | | |
Pensions
|
| | |
|
2.4
|
| | | | | 0.9 | | | | | | 0.5 | | |
Social security
|
| | |
|
7.9
|
| | | | | 3.7 | | | | | | 1.8 | | |
Benefits
|
| | |
|
1.4
|
| | | | | 0.5 | | | | | | 0.3 | | |
| | | |
|
91.1
|
| | | | | 42.4 | | | | | | 18.7 | | |
| | |
31 December 2020
|
| |
31 December 2019
|
| |
31 December 2018
|
| |||||||||
| | |
(#)
|
| |
(#)
|
| |
Unaudited (#)
|
| |||||||||
Group
|
| | |
|
1,530
|
| | | | | 600 | | | | | | 293 | | |
| | |
Year ended
|
| |
Year ended
|
| |
Year ended
|
| |||||||||
| | |
31 December 2020
|
| |
31 December 2019
|
| |
31 December 2018
|
| |||||||||
| | |
(£000’s)
|
| |
(£000’s)
|
| |
Unaudited (£000’s)
|
| |||||||||
Audit fees for the audit of the Group’s annual accounts
|
| | |
|
650
|
| | | | | 588 | | | | | | 282 | | |
Audit fees for the audit of the Group’s subsidiaries
|
| | |
|
257
|
| | | | | 110 | | | | | | 53 | | |
Audit related assurance services
|
| | |
|
93
|
| | | | | 167 | | | | | | 121 | | |
Services relating to corporate finance transactions
|
| | |
|
15
|
| | | | | 1,528 | | | | | | 218 | | |
Tax compliance services
|
| | |
|
26
|
| | | | | — | | | | | | — | | |
| | | |
|
1,041
|
| | | | | 2,393 | | | | | | 674 | | |
| | |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| ||||||
Gaming revenue
|
| | |
|
1.6
|
| | | | | 11.4 | | |
Social gaming revenue
|
| | |
|
—
|
| | | | | 7.5 | | |
Expenses
|
| | |
|
2.2
|
| | | | | 19.2 | | |
Results from operating activities
|
| | |
|
(0.6)
|
| | | | | (0.3) | | |
Income tax
|
| | | | — | | | | | | — | | |
Loss for the year
|
| | |
|
(0.6)
|
| | | | | (0.3) | | |
Loss on disposal of discontinued operations
|
| | |
|
(0.1)
|
| | | | | (4.5) | | |
Income tax on loss on disposal of discontinued operations
|
| | | | — | | | | | | — | | |
Loss from discontinued operations, net of tax
|
| | |
|
(0.7)
|
| | | | | (4.8) | | |
Basic loss per share from discontinued operations
|
| | |
£
|
(0.8)p
|
| | | | £ | (6.4)p | | |
Diluted loss per share from discontinued operations
|
| | |
£
|
(0.8)p
|
| | | | £ | (6.4)p | | |
| | |
Year ended
31 December 2019 (£m) |
| |
Year ended
31 December 2018 Unaudited (£m) |
| ||||||
Net cash provided by operating activities
|
| | |
|
0.5
|
| | | | | 6.1 | | |
Net cash provided by investing activities
|
| | |
|
18.0
|
| | | | | 16.1 | | |
Net cash from financing activities
|
| | |
|
—
|
| | | | | — | | |
Net cash flows for the period
|
| | |
|
18.5
|
| | | | | 22.2 | | |
| | |
31 December 2019
(£m) |
| |
31 December 2018
Unaudited (£m) |
| ||||||
Trade and other receivables
|
| | |
|
—
|
| | | | | 0.2 | | |
Non-current assets
|
| | |
|
3.8
|
| | | | | 10.4 | | |
Goodwill
|
| | |
|
14.3
|
| | | | | 9.6 | | |
Net assets
|
| | |
|
18.1
|
| | | | | 20.2 | | |
Working capital adjustments payable
|
| | |
|
—
|
| | | | | (1.2) | | |
Costs of disposal
|
| | |
|
—
|
| | | | | (1.1) | | |
Consideration received, satisfied in cash
|
| | |
|
18.0
|
| | | | | 18.0 | | |
Loss on disposal of discontinued operations
|
| | |
|
(0.1)
|
| | | | | (4.5) | | |
| Bally’s and Premier Entertainment | | | | |
| Steve Capp, Executive Vice President and Chief Financial Officer | | | +1 401 475 8564 | |
|
Deutsche Bank (Financial Adviser to Bally’s and Premier Entertainment)
|
| | | |
|
James Ibbotson
Chris Raff Anna Mills (Corporate Broking) |
| | +44(0) 20 7545 8000 | |
| Kekst CNC (PR Adviser to Bally’s and Premier Entertainment) | | | | |
|
Richard Goldman
David Gill |
| | +1 646 847 6102 | |
| Gamesys | | | | |
| Jason Holden, Director of Investor Relations | | | +44(0) 20 7478 8150 | |
| Macquarie Capital (Financial Adviser to Gamesys) | | | | |
|
Sung Chun
Magnus Scaddan |
| | +44(0) 20 3037 2000 | |
| Numis (Joint Broker to Gamesys) | | | | |
| Garry Levin | | | +44(0) 20 7260 1000 | |
| Berenberg (Joint Broker to Gamesys) | | | | |
| Mark Whitmore | | | +44(0) 20 3207 7800 | |
| Finsbury (PR Adviser to Gamesys) | | | | |
| James Leviton | | | +44(0) 7771 887 977 | |
| Bally’s and Premier Entertainment | | | | |
| Steve Capp, Executive Vice President and Chief Financial Officer | | | +1 401 475 8564 | |
| Deutsche Bank (Financial Adviser to Bally’s and Premier Entertainment ) | | | | |
|
James Ibbotson
Chris Raff Anna Mills (Corporate Broking) |
| | +44(0) 20 7545 8000 | |
| Kekst CNC (PR Adviser to Bally’s and Premier Entertainment) | | | | |
|
Richard Goldman
David Gill |
| | +1 646 847 6102 | |
| Gamesys | | | | |
| Jason Holden, Director of Investor Relations | | | +44(0) 20 7478 8150 | |
| Macquarie Capital (Financial Adviser to Gamesys) | | | | |
|
Sung Chun
Magnus Scaddan |
| | +44(0) 20 3037 2000 | |
| Numis (Joint Broker to Gamesys) | | | | |
| Garry Levin | | | +44(0) 20 7260 1000 | |
| Berenberg (Joint Broker to Gamesys) | | | | |
| Mark Whitmore | | | +44(0) 20 3207 7800 | |
| Finsbury (PR Adviser to Gamesys) | | | | |
| James Leviton | | | +44(0) 7771 887 977 | |
Name of Gamesys
Director |
| |
Number of Gamesys
Shares in respect of which undertaking is given |
| |
Percentage of
Gamesys issued share capital in respect of which undertaking is given |
| ||||||
Neil Goulden
|
| | | | 125,000 | | | | | | 0.11% | | |
Lee Fenton
|
| | | | 729,026 | | | | | | 0.67% | | |
Keith Laslop
|
| | | | 1,078,682 | | | | | | 0.99% | | |
Robeson Reeves
|
| | | | 779,250 | | | | | | 0.71% | | |
Tina Southall
|
| | | | 93,762 | | | | | | 0.09% | | |
Colin Sturgeon
|
| | | | 5,000 | | | | | | 0.005% | | |
Nigel Brewster
|
| | | | 4,991 | | | | | | 0.005% | | |
Jim Ryan
|
| | | | 10,000 | | | | | | 0.01% | | |
Total: | | | | | 2,825,711 | | | | | | 2.58% | | |
Name of Gamesys
Shareholder |
| |
Number of Gamesys
Shares in respect of which undertaking is given |
| |
Percentage of
Gamesys issued share capital in respect of which undertaking is given |
| ||||||
Andrew Dixon
|
| | | | 6,096,767 | | | | | | 5.57% | | |
Noel Hayden
|
| | | | 15,481,844 | | | | | | 14.14% | | |
HG Vora Special Opportunities Master Fund Limited
|
| | | | 6,822,165 | | | | | | 6.23% | | |
Michael Mee
|
| | | | 1,585,147 | | | | | | 1.45% | | |
Robin Tombs
|
| | | | 3,690,526 | | | | | | 3.37% | | |
Total: | | | | | 33,676,449 | | | | | | 30.75% | | |
Name of Bally’s
Director / officer or connected person |
| |
Number of Bally’s
Shares in respect of which undertaking is given |
| |
Percentage of
Bally’s issued share capital in respect of which undertaking is given |
| ||||||
Stephen H. Capp
|
| | | | 210,682 | | | | | | 0.66% | | |
Terrence Downey
|
| | | | 14,472 | | | | | | 0.05% | | |
Craig L. Eaton
|
| | | | 131,297 | | | | | | 0.41% | | |
Patricia G. Capp
|
| | | | 3,000 | | | | | | 0.01% | | |
George T. Papanier
|
| | | | 327,293 | | | | | | 1.03% | | |
Julie Papanier
|
| | | | 18,000 | | | | | | 0.06% | | |
Jeffrey W. Rollins
|
| | | | 76,047 | | | | | | 0.24% | | |
Wanda Y. Wilson
|
| | | | 15,471 | | | | | | 0.05% | | |
Jaymin B. Patel
|
| | | | 5,655 | | | | | | 0.02% | | |
Total: | | | | | 801,917 | | | | | | 2.51% | | |
|
“2.4 Announcement”
|
| | the announcement relating to the Combination made by Bally’s and Gamesys on 24 March 2021 in accordance with Rule 2.4 of the Takeover Code; | |
|
“Accounts Date”
|
| | 30 June 2020; | |
|
“Agreed Dividends”
|
| | (i) the Gamesys Final Dividend, or (ii) the First Gamesys Interim Dividend (if declared in accordance with the terms set out in paragraph 4 (Dividends) of this Announcement), and (iii) the Second Gamesys Interim Dividend (if declared in accordance with the terms set out in paragraph 4 (Dividends) of this Announcement); | |
|
“Announcement”
|
| | this announcement; | |
|
“Announcement Date”
|
| | the date of this Announcement; | |
|
“Authorisations”
|
| | approvals, authorisations, certificates, comfort letters, confirmations, consents, clearances, determinations, exemptions, findings of suitability, licences, orders, permissions, recognitions, and waivers; | |
|
“Bally’s”
|
| | Bally’s Corporation; | |
|
“Bally’s Board”
|
| | the board of directors of Bally’s; | |
|
“Bally’s Director Voting Agreement”
|
| | the voting agreement entered into on the Announcement Date between Bally’s, Gamesys and certain Bally’s Directors, officers and certain of their connected persons; | |
|
“Bally’s Directors”
|
| | the directors of Bally’s; | |
|
“Bally’s Group”
|
| | Bally’s and its subsidiary undertakings (including Premier Entertainment) and, where the context permits, each of them; | |
|
“Bally’s Proxy Statement”
|
| | the proxy statement which is anticipated to be sent to Bally’s Shareholders in connection with their approval of the issuance of the New Bally’s Shares; | |
|
“Bally’s Shareholder Meeting”
|
| | the shareholder meeting of Bally’s (including any adjournment thereof) to be convened for the purposes of approving the issuance of the New Bally’s Shares; | |
|
“Bally’s Shareholders”
|
| | holders of Bally’s Shares; | |
|
“Bally’s Shares”
|
| | the common stock of Bally’s having a par value of $0.01 per share; | |
|
“Berenberg”
|
| | Joh. Berenberg, Gossler & Co. KG; | |
|
“Business Day”
|
| | a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in London and New York; | |
|
“Cash Offer”
|
| | 1,850 pence in cash for each Gamesys Share pursuant to the Combination; | |
|
“Closing Price”
|
| | (i) the closing middle market quotation of a share derived from the Daily Official List of the London Stock Exchange in respect of Gamesys Shares or (ii) the published sales price as reported by the NYSE in respect of Bally’s Shares; | |
|
“CMA”
|
| | the United Kingdom Competition and Markets Authority; | |
|
“Combination”
|
| | the proposed transaction pursuant to which Bally’s will become the ultimate parent company of Gamesys by means of the direct or indirect acquisition by Bally’s directly, or with or through Premier Entertainment of the entire issued and to be issued ordinary share capital of Gamesys, to be effected by means of the Scheme or by way of the Takeover Offer under certain circumstances described in this Announcement, and, where the context admits, any subsequent revision, variation, extension or renewal thereof; | |
|
“Combined Group”
|
| | the combined Gamesys Group and Bally’s Group following completion of the Combination; | |
|
“Companies Act”
|
| | the Companies Act 2006, as amended; | |
|
“Conditions”
|
| | the conditions to the implementation of the Combination, as set out in Appendix I to this Announcement and to be set out in the Scheme Document; | |
|
“Confidentiality Agreement”
|
| | the confidentiality agreement between Bally’s and Gamesys dated 2 January 2021; | |
|
“Consideration”
|
| | the consideration payable to Gamesys Shareholders in cash, and/or, if a valid election is made, New Bally’s Shares, pursuant to the Share Alternative, in connection with the Combination; | |
|
“Cooperation Agreement”
|
| | the cooperation agreement entered into on the Announcement Date between Bally’s and Gamesys; | |
|
“Council Regulation”
|
| | Council Regulation (EC) 139/2004/EC; | |
|
“Court”
|
| | the High Court of Justice in England and Wales; | |
|
“Court Hearing”
|
| | the Court hearing at which Gamesys will seek an order sanctioning the Scheme pursuant to Part 26 of the Companies Act; | |
|
“Court Meeting”
|
| | the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment or reconvening thereof; | |
|
“Court Order”
|
| | the order of the Court sanctioning the Scheme under section 899 of the Companies Act; | |
|
“CREST”
|
| | the relevant system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear; | |
|
“Daily Official List”
|
| |
the daily official list of the London Stock Exchange;
|
|
|
“DB London”
|
| | the London branch of Deutsche Bank; | |
|
“DBSI”
|
| | Deutsche Bank Securities Inc.; | |
|
“Dealing Disclosure”
|
| | has the same meaning as in Rule 8 of the Takeover Code; | |
|
“Deutsche Bank”
|
| | Deutsche Bank Aktiengesellschaft, London Branch and Deutsche Bank Securities Inc.; | |
|
“Disclosed”
|
| | the information fairly disclosed by or on behalf of Gamesys: (i) in the annual report and accounts of Gamesys for the financial year ended 31 December 2019; (ii) in this Announcement; (iii) in any other announcement to a Regulatory Information Service by or on behalf of Gamesys before the Announcement Date; (iv) in filings made with the Registrar of Companies and appearing in Gamesys’ file or those of any member of the Wider Gamesys Group at Companies House within the two years before the Announcement Date; (v) in any of the documents, papers or written information made available in the data room maintained by Datasite before 5.00 p.m. (London time) on the date which is three Business Days before the Announcement Date; or (v) at the management presentations held between members of Gamesys management and Bally’s management; | |
|
“Effective Date”
|
| | the date on which: (i) the Scheme becomes effective in accordance with its terms; or (ii) if Bally’s or Premier Entertainment elects to implement the Combination by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional in all respects; | |
|
“Electing Gamesys Directors”
|
| | Lee Fenton, Keith Laslop, Jim Ryan and Robeson Reeves; | |
|
“Electing Gamesys Shareholders”
|
| | Noel Hayden, Andrew Dixon, Robin Tombs and Michael Mee; | |
|
“Euroclear”
|
| | Euroclear UK and Ireland Limited; | |
|
“Excluded Shares”
|
| | (i) any Gamesys Shares beneficially owned by Bally’s, Premier Entertainment, any parent or subsidiary undertaking of Premier Entertainment, or any subsidiary undertaking of any such parent immediately prior to the Scheme Record Time; or (ii) any Gamesys Shares held in treasury by Gamesys; | |
|
“FCA”
|
| | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA; | |
|
“First Gamesys Interim Dividend”
|
| | if the Effective Date occurs before the date of the Gamesys AGM, the interim dividend of, in aggregate, £30.7 million for the relevant period that the Gamesys Board has reserved the right to declare in place of the Gamesys Final Dividend; | |
|
“Form of Election”
|
| | the form by which Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect for the Share Alternative; | |
|
“Forms of Proxy”
|
| | the forms of proxy in connection with each of the Court Meeting and the General Meeting, which will accompany the Scheme Document; | |
|
“FSMA”
|
| | the Financial Services and Markets Act 2000 (as amended from time to time); | |
|
“Gambling Act”
|
| | the UK Gambling Act 2005, as amended; | |
|
“Gamesys”
|
| | Gamesys Group plc; | |
|
“Gamesys AGM”
|
| | the 2021 annual general meeting of Gamesys (currently expected to be held in June 2021); | |
|
“Gamesys Board”
|
| | the board of directors of Gamesys; | |
|
“Gamesys Directors”
|
| | the directors of Gamesys; | |
|
“Gamesys Final Dividend”
|
| | the final dividend in respect of the year ended 31 December 2020 of, in aggregate, £30.7 million, to be proposed by the Gamesys Board for approval by Gamesys Shareholders at the Gamesys AGM; | |
|
“Gamesys Group”
|
| | Gamesys and its subsidiary undertakings and, where the context permits, each of them; | |
|
“Gamesys Shareholders”
|
| | holders of Gamesys Shares; | |
|
“Gamesys Share Plans”
|
| | the Gamesys Long Term Incentive Plan and the Gamesys Share Option Plan; | |
|
“Gamesys Shares”
|
| | the existing unconditionally allotted or issued and fully paid ordinary shares with a nominal value of 10 pence each in the capital of Gamesys and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective, but excluding any such shares held or which become held in treasury; | |
|
“GBGC”
|
| | the Gambling Commission of Great Britain or any successor thereto; | |
|
“General Meeting”
|
| | the general meeting of Gamesys (including any adjournment thereof) to be convened in connection with the Scheme to approve the Resolutions, notice of which will be set out in the Scheme Document; | |
|
“Gibraltar Regulator”
|
| | the Licensing Authority (Gambling Division) of HM Government of Gibraltar; | |
|
“GLPI”
|
| | Gaming and Leisure Properties, Inc. | |
|
“Latest Practicable Date”
|
| | 12 April 2021, being the last Business Day before the Announcement Date; | |
|
“Listing Rules”
|
| | the listing rules made by the FCA under Part 6 of FSMA, as amended from time to time; | |
|
“London Stock Exchange”
|
| | London Stock Exchange plc; | |
|
“Long Stop Date”
|
| | 11.59 p.m. (London time) on 13 April 2022 or such time and/or later date as may be agreed in writing between Bally’s and Gamesys (with the Panel’s consent and as the Court may approve (if such approval(s) are required)); | |
|
“Macquarie Capital”
|
| | Macquarie Capital (Europe) Limited; | |
|
“Market Abuse Regulation”
|
| | Regulation (EU) No 596/2014 (as it forms part of Retained EU Law (as defined in the European Union (Withdrawal) Act 2018); | |
|
“New Bally’s Shares”
|
| | the Bally’s Shares to be issued to satisfy valid elections under the Share Alternative; | |
|
“Numis”
|
| | Numis Securities Limited; | |
|
“NYSE”
|
| | New York Stock Exchange LLC; | |
|
“NYSE Listed Company Manual”
|
| | the Listed Company Manual published by the NYSE; | |
|
“Offer Period”
|
| | the offer period (as defined in the Takeover Code) relating to Gamesys, which commenced on 24 March 2021, and ending on the earlier of the Effective Date and/or the date on which it is announced that the Scheme has lapsed or been withdrawn (or such other date as the Takeover Code may provide or the Panel may decide); | |
|
“Official List”
|
| | the Official List of the FCA; | |
|
“Opening Position Disclosure”
|
| | an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Scheme if the person concerned has such a position, as required by Rule 8 of the Takeover Code; | |
|
“Overseas Shareholders”
|
| | Gamesys Shareholders (or nominees of, or custodians or trustees for Gamesys Shareholders) not resident in, or nationals or citizens of, the United Kingdom; | |
|
“Panel”
|
| | the Panel on Takeovers and Mergers; | |
|
“Phase 2 Reference”
|
| | a reference of the Combination to the chair of the CMA under Article 33 of the Enterprise Act 2002 for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013; | |
|
“Premier Entertainment”
|
| | Premier Entertainment Sub, LLC, an indirect wholly owned subsidiary of Bally’s; | |
|
“Prospectus”
|
| | the prospectus document to be produced by Bally’s and made publicly available to Gamesys Shareholders (other than persons in Restricted Jurisdictions) at the same time as the Scheme Document in respect of the New Bally’s Shares to be issued to eligible Gamesys Shareholders making valid elections under the Share Alternative; | |
|
“Prospectus Regulation Rules”
|
| | the rules and guidance published by the FCA in connection with Regulation 2017/1129/EU (as incorporated into domestic law by virtue of the European Union (Withdrawal) Act 2018) and contained in the FCA’s publication of the same name, as amended; | |
|
“Registrar of Companies”
|
| | the Registrar of Companies in England and Wales; | |
|
“Registration Statement”
|
| | a Registration Statement under the US Securities Act then available to Bally’s providing for the issuance of new Bally’s Shares to Gamesys Shareholders pursuant to the Combination; | |
|
“Regulatory Information Service”
|
| | any of the services set out in Appendix I to the Listing Rules; | |
|
“Relevant Bally’s US Gaming Authorities”
|
| | the Louisiana Gaming Control Board; the New Jersey Casino Control Commission and the New Jersey Division of Gaming Enforcement; the Rhode Island Department of Business Regulation and the Rhode Island Department of Revenue, Division of Lotteries; the Virginia Lottery Department and the Virginia Lottery Board; | |
|
“Resolutions”
|
| | the resolutions proposed to be passed at the General Meeting in connection with, among other things, implementation of the Scheme and such other matters as may be necessary to implement the Scheme, including the approval of the Scheme and the amendment of Gamesys’ articles of association; | |
|
“Restricted Jurisdiction”
|
| | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Combination (including, for the avoidance of doubt, the Share Alternative) is extended or made available in that jurisdiction or if information concerning the Combination is made available in that jurisdiction or where to do so would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Bally’s, Premier Entertainment or Gamesys regards as unduly onerous; | |
|
“Scheme”
|
| | the proposed scheme of arrangement under Part 26 of the Companies Act between Gamesys and the Scheme Shareholders in connection with the Combination, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Bally’s and/or Premier Entertainment and Gamesys; | |
|
“Scheme Document”
|
| | the document to be sent to Gamesys Shareholders containing, among other things, the Scheme and the notices convening the Court Meeting and the General Meeting, and accompanied by Forms of Proxy in respect of, the Court Meeting and the General Meeting and the Form of Election; | |
|
“Scheme Record Time”
|
| | the time and date to be specified in the Scheme Document; | |
|
“Scheme Shareholders”
|
| | holders of Scheme Shares; | |
|
“Scheme Shares”
|
| |
Gamesys Shares:
(a) in issue as at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and
(c) (if any) issued on or after the Scheme Voting Record Time and at or before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme,
but in each case other than the Excluded Shares;
|
|
|
“Scheme Voting Record Time”
|
| | the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined; | |
|
“SEC”
|
| | US Securities and Exchange Commission; | |
|
“Second Gamesys Interim Dividend”
|
| | an interim dividend for the six months ended 30 June 2021 of, in aggregate, up to £16.4 million, which the Gamesys Board reserves the right to declare if the Combination has not become effective before the ex-dividend date of 9 September 2021; | |
|
“Share Alternative”
|
| | the alternative whereby Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect, subject to submitting a valid Form of Election, to receive Bally’s Shares instead of all or part of the cash consideration which they would otherwise be entitled to receive under the Cash Offer, as referred to in paragraph 3 of this Announcement; | |
|
“Significant Interest”
|
| | in relation to any undertaking, body corporate, partnership, joint venture or person, a direct or indirect economic interest of 20% or more or of 20% or more of the total voting rights, including in relation to an undertaking, a direct or indirect interest of 20% or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; | |
|
“SIP”
|
| | the Gamesys Share Incentive Plan (including the schedules thereto containing the International Share Incentive Plan and Partners Share Incentive Plan); | |
|
“SRI Voting Agreement”
|
| | the voting agreement entered into on the Announcement Date between Bally’s, Gamesys and Standard RI; | |
|
“Standard RI”
|
| | Standard RI Ltd.; | |
|
“Takeover Code”
|
| | the City Code on Takeovers and Mergers; | |
|
“Takeover Offer”
|
| | should the Combination be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bally’s and/or Premier Entertainment to acquire the entire issued and to be issued share capital of Gamesys and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer; | |
|
“Third Party”
|
| | each of a central bank, ministry, governmental, quasi-governmental, national, supranational (including the European Union), statutory, regulatory (including the SEC and the NYSE), administrative, supervisory, prosecutorial, fiscal or investigative body, or agency or authority (including, without limitation, any gaming, antitrust, competition or merger control authority or body, any sectoral ministry or regulator and any foreign investment review body or authority), including without limitation any gambling authority or body, tribunal, court, trade agency, association, institution, environmental body employee representative body or any other body or person whatsoever in any jurisdiction, including, without limitation, the Panel; | |
|
“United Kingdom” or “UK”
|
| | the United Kingdom of Great Britain and Northern Ireland; | |
|
“United States” or “US”
|
| | the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof; | |
|
“US Exchange Act”
|
| | the US Securities Exchange Act of 1934, as amended; | |
|
“US Securities Act”
|
| | the US Securities Act of 1933, as amended; | |
|
“VWAP”
|
| | volume weighted average price; | |
|
“Warrant Instrument”
|
| | the deed constituting the Warrants dated 26 September 2019 executed by Gamesys; | |
|
“Warrantholder”
|
| | Virgin Enterprises Limited; | |
|
“Warrants”
|
| | the warrants to subscribe for Gamesys Shares granted pursuant to the Warrant Instrument; | |
|
“Wider Bally’s Group”
|
| | Bally’s and its subsidiaries (including Premier Entertainment), subsidiary undertakings and associated undertakings, and any other body corporate, person or undertaking (including a joint venture, partnership, firm or company) in which Bally’s and/or such undertakings (aggregating their interests) have a Significant Interest; and | |
|
“Wider Gamesys Group”
|
| | Gamesys and its subsidiaries, subsidiary undertakings and associated undertakings, and any other body corporate, person or undertaking (including a joint venture, partnership, firm or company) in which Gamesys and/or such undertakings (aggregating their interests) have a Significant Interest. | |
This ‘DEFM14A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/13/22 | ||||
2/17/22 | 8-K | |||
1/18/22 | ||||
9/9/21 | ||||
6/30/21 | 10-Q, 8-K, PREM14A | |||
6/29/21 | ||||
6/15/21 | 8-K | |||
6/10/21 | ||||
Filed on: | 6/1/21 | 8-K | ||
5/28/21 | ||||
5/19/21 | 8-K, PREM14A | |||
5/18/21 | 4, 8-K | |||
5/17/21 | ||||
5/15/21 | ||||
5/14/21 | ||||
5/10/21 | 10-Q, 8-K | |||
5/4/21 | 4 | |||
4/20/21 | 4, 8-K | |||
4/13/21 | 424B5, 8-K | |||
4/12/21 | ||||
4/11/21 | ||||
4/8/21 | DEF 14A, DEFA14A | |||
4/6/21 | SC 13D/A | |||
3/31/21 | 10-Q | |||
3/24/21 | 8-K, 8-K/A | |||
3/23/21 | ||||
3/21/21 | ||||
3/20/21 | ||||
3/16/21 | 4, 8-K | |||
3/10/21 | 10-K | |||
2/26/21 | 8-K | |||
2/16/21 | SC 13G/A | |||
2/12/21 | 8-K/A, SC 13G/A | |||
2/8/21 | 8-K | |||
2/6/21 | ||||
2/5/21 | 8-K | |||
2/3/21 | 8-K/A | |||
1/26/21 | 4 | |||
1/25/21 | 8-K | |||
1/22/21 | 8-K | |||
1/20/21 | 4, 8-K | |||
1/13/21 | 3, 4, 8-K | |||
1/2/21 | ||||
12/31/20 | 10-K, 5, DEF 14A, DEFR14C, PRE 14A | |||
12/23/20 | 4 | |||
12/22/20 | 8-K, 8-K/A | |||
12/15/20 | SC 13D/A | |||
11/18/20 | 8-K | |||
7/1/20 | 8-K | |||
3/31/20 | 10-Q | |||
1/31/20 | ||||
1/23/20 | ||||
1/1/20 | ||||
12/31/19 | 10-K, 4, DEF 14A | |||
3/28/19 | 3, 4, CERT | |||
3/27/19 | 8-A12B | |||
12/31/18 | 10-K | |||
9/1/18 | ||||
8/28/18 | ||||
1/25/17 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/22 Bally’s Corp. S-8 3/10/22 6:111K |