2ND HALF AND FULL YEAR 2018 PRESENTATION - Streamfabriken
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
DISCLAIMER This presentation (the "Presentation") has been produced by River iGaming Plc (the "Company") solely for use at presentations to potential investors and other stakeholders. By reading this Presentation or attending any meeting or oral presentation held in relation thereto, you (the "Recipient") agree to be bound by the following terms, conditions and limitations. The Presentation is for information purposes only and does not in itself constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction. Information contained in this Presentation has not been independently verified. None of the Company or any of its parent or subsidiary undertakings or affiliates, or any directors, officers, employees, advisors or representatives of any of the aforementioned (collectively the "Representatives") make any representation or warranty (express or implied) whatsoever as to the accuracy, completeness or sufficiency of any information contained herein, and nothing contained in this Presentation is or can be relied upon as a promise or representation by the Company or any of its Representatives. None of the Company or any of its Representatives shall have any liability whatsoever (in negligence or otherwise) arising directly or indirectly from the use of this Presentation or its contents, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation. The Recipient will be required to conduct its own analysis and acknowledges and accepts that it will be solely responsible for its own assessment of the Company, the market, the market position of the Company, the Company's funding position, and the potential future performance of the Company's business and securities. The Company has not authorized any other person to provide Recipients with any other information related to the Company and the Company will not assume any responsibility for any information other persons may provide. An investment in the Company involves risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. This Presentation speaks as at the date set out on its front page. Neither the delivery of this Presentation nor any further discussions of the Company with the Recipient shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company assumes no obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation. The contents of this Presentation shall not be construed as financial, legal, business, investment, tax or other professional advice. The Recipient should consult its own professional advisers for any such matter and advice. This Presentation contains certain forward-looking statements relating to inter alia the business, financial performance and results of the Company and the industry in which it operates. Any forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts and are subject to risks, uncertainties and other factors that may cause actual results and events to be materially different from those expected or implied by the forward-looking statements. None of the Company or any of its Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments. None of the Company or any of its Representatives have taken any actions to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. The Presentation has not been registered with, or approved by, any public authority, stock exchange or regulated market. The distribution of this Presentation, as well as any subscription, purchase, sale or transfer of securities of the Company, may be restricted by law in certain jurisdictions, and the Recipient should inform itself about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or any of its Representatives shall have any responsibility or liability whatsoever (in negligence or otherwise) arising directly or indirectly from any violations of such restrictions. The Company has not authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC. In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation does not constitute an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the securities described herein will (if offered) be offered only to qualified institutional buyers ("QIBs") within the meaning of, and as defined in, Rule 144A under the Securities Act. Outside the United States, the securities described herein will (if offered) be offered in accordance with Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S). This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts. 2
HIGHLIGHTS • River iGaming awarded a Remote Gaming License by Malta Gaming Authority (MGA) in Aug 2018 • Improving KPI’s in VegasCasino and preparation for rebranding strategy and integration of game providers and payment solutions Operational • Positive revenue development in Mediafusion combined with partnership with Adnuntius • Launched Casonic in Finland in Dec 2018 • River UK Casino figures stable with pickup in revenue somewhat delayed • Fourth acquisition announced in Feb 2019: River to acquire Bear Group, incl. the Grizzly platform, and the Transaction and financing remaining 30% of River UK Casino (subsequent event) • Obtained financing for the transaction and all other planned investments via a convertible loan from Mercury Group Malta • During the period ended 31 December 2018, the Group sustained a loss amounting to EUR 5,888,263 and had equity amounting to EUR 11,389,191 and a working capital deficiency of EUR 6,050,268. Financial • 2018 was characterised with the set up of various subsidiaries and the completion of business combinations. • Revenue generating operations increased following the completion of the acquisitions and will provide a foundation for growth and sustainability throughout 2019. 3
MILESTONES 2018 First acquisition Awarded a Remote 01.01.2018 06.08.2018 01.12.2018 2H1 2018 VegasCasino Gaming License by CASONIC launch Malta Gaming Authority (MGA) “The Engine” Partnership with January 2018 December 2018 2019 Second acquisition: Fourth acquisition: Bear Group, incl. Listed on the Third acquisition: 70% of Gaming the Grizzly platform, and the Mediafusion Merkur Market Realms’ B2C assets → named River remaining 30% of River UK Casino, UK Casino financed by a convertible loan from Mercury Group Malta 15.02.2018 26.03.18 16.08.2018 21.02.2019 5
RIGGED FOR GROWTH THROUGHOUT THE VALUE CHAIN 100% 100% 100% River Game Operations River Game Intelligence River Game Technology 100% 100% 100% Project X From 70% to 100% as part of the transaction announced 21.02.19 Part of the acquisition announced 21.02.19 6
RIVER IGAMING’S VALUE CHAIN FOLLOWING THE ACQUISITION Game providers / content Operations Affiliates / online marketing Gaming technology 7c Customers Payment solutions River iGaming has successfully positioned itself throughout the value chain
STRATEGY VALUE STRATEGY PERSONALIZATION TECHNOLOGY & INNOVATIVE SOLUTIONS B2C SYNERGY CREATING INVESTMENTS BUY & BUILD STRATEGY B2B STARTUP DEVELOPMENT GROWTH 9
RIVER iGAMING B2C * Vegas Casino 2018 € 1,500,000 € 1,000,000 € 500,000 €- Feb Dec Deposit NGR River UK Casino 2018 £2,000,000 £1,500,000 £1,000,000 £500,000 £- Feb Dec Testing phase in selected markets outside Europe Deposit NGR * Note: No current operations (i.e. so far in 2019) in Sweden due to pending license application 10
RIVER iGAMING B2B - MEDIAFUSION Firemedia Mediafusion 1 2 Content Drivers: Content Drivers: Content Drivers: Pengespill Pengespill & Vinnersjanser Pengespill, Vinnersjanser, X & Y Additional B2B Clients: B2B Clients: Visual & Written Content The Engine (Marketing Platform): Programatic/Display Combines all datasources so RIVER can deliver targeted marketing and customized gaming experiences Digital Marketing directed to the right customer with an additional cost structure 2018 2019 Growth in NDC & ROC 11
AGENDA MILESTONES 2018 STRATEGY THE TRANSACTION AND THE CONVERTIBLE LOAN FINANCE APPENDIX 12
RIVER ACQUIRES BEAR GROUP, INCL THE GRIZZLY PLATFORM, AND THE REMAINING 30% OF RIVER UK CASINO • The Transaction increases River’s ownership from 70% to 100% and gives River full control and River takes full control of access to the cashflow in River UK River UK Casino through the acquisition of • River UK Casino will be a subsidiary of River Game Operations (“RGO”) and comprise well- 01 GMR’s 30% stake recognized UK casino brands, including the ownership to the Pocket Fruity and Spin Genie brands and certain rights to the Britain's Got Talent and X Factor Games brand 02 River acquires the Grizzly • Upon completion of the Transaction, River Technologies (“RTL”) will be granted a sole, gaming technology platform perpetual, irrevocable, world-wide, royalty-free licence to copy, use develop and commercially from GMR exploit the Grizzly Platform, held by AlchemyBet Total combined purchase price of GBP 11.5m, of which 10m to be settled at closing and GBP 1.5 payable in Dec 2020 • The Transaction and planned related investments are fully funded by a convertible loan of up to EUR 15 million with 3-year duration signed in relation to the Transaction River is fully funded through a • The convertible loan is issued to Spinola Ventures, a subsidiary of Mercury Group Malta EUR 15m convertible loan 03 • The loan carries an interest rate of 8%, and could, during the first 18 months after completion be converted (in whole or parts) to shares in River at a share price of NOK 21 / EUR 2.12 per share (up to 27.4% ownership) → River becomes a true 360 iGaming company, with full B2B offering → River has secured funding for all planned investments Note: The Transaction and the Convertible loan is subject to customary closing conditions, including, but not limited to, EGM in both River and GMR as well as approval from relevant authorities 13
GRIZZLY PLATFORM • Bear Group Limited is an Alderney registered real-money gambling company which owns Content providers available on Grizzly and operates a number of gambling products powered by its proprietary gambling platform, Grizzly • The Grizzly platform: • Holds Category 1 and Category 2 eGaming licence issued by the Alderney Gambling Control Commission • Focuses on the mobile playing experience • The deployment pipeline allows new online casinos to be built and deployed from scratch within weeks • Originally built for Social Gaming, the stack is hardware agnostic and will deploy to any hosted or cloud environment • Unique bonus technology, built on self learning algorithms, targets the users with personalised offers – minimising POC and maximising player revenue • KYC – enhancing manual KYC with web technologies allows the platform to streamline the process and provide the best experience • Using the latest data collection and analysis tools, the GMR platform can provide the operator with the best visualisation tools • The platform supports both SMS and card payments 14
• The acquisition of the Grizzly platform will complete and add additional B2B capabilities to the engine and River combined offering. • The full control of all the brands in River UK will further strengthen Rivers ability to optimize and capitalize the combined portfolio of brands and technology assets. The “Engine” PREFERRED CONSUMER PERSONALI GAMIFI BUSINESS BEHAVIOUR -SATION -CATION PARTNER 15
AGENDA MILESTONES 2018 STRATEGY THE TRANSACTION AND THE CONVERTIBLE LOAN FINANCE APPENDIX 16
RIVER GAME OPERATIONS – VEGAS CASINO Comments Deposits (EUR 000) GGR vs NGR (EUR 000) 3,500 1,800 • All KPI’s related to Vegas Casino 3,000 1,600 continued to improve following 1,400 acquisition of MGA licence. 2,500 1,200 2,000 1,000 1,500 800 Quarter 4 vs Quarter 3 Key Performance 600 Indicators 1,000 400 500 200 • Deposits +20% GGR NGR GGR NGR GGR NGR GGR NGR - - Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 • NDC’s +16% • GGR +14% NDC (#) Bets (EUR 000) • NGR +65% 6,000 45,000 40,000 5,000 35,000 4,000 30,000 25,000 3,000 20,000 2,000 15,000 10,000 1,000 5,000 - - Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 17
RIVER UK CASINO Deposits (GBP 000) GGR vs NGR (GBP 000) Comments 7,000 3,000 • The Company’s performance has not Thousands 6,000 2,500 experienced the level of growth 5,000 expected. 2,000 4,000 1,500 • Initial marketing spend did not yield 3,000 corresponding growth. The marketing 2,000 1,000 strategy is being adjusted to achieve a 1,000 500 more efficient and optimal return. GGR NGR GGR NGR GGR NGR GGR NGR - - Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Quarter 4 vs Quarter 3 Key Performance Indicators NDC (#) Bets (GBP 000) • Deposits +7% 12,000 70,000 Thousands 10,000 60,000 • NDC’s -24% 8,000 50,000 • GGR -8% 40,000 6,000 • NGR -1% 30,000 4,000 20,000 2,000 10,000 - - Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Pre-acquisition Post-acquisition Note: River UK Casino completed the acquisition of UK brands on the 16 August 2018. Between Completion and reporting date, the Company was under joint control between River and 18 GMR
MEDIAFUSION Comments • River Game Intelligence Holding completed the acquisition of Mediafusion on the 28th of September 2018 Revenue 2018. 400,000 • Revenue and related costs for Q4 are included within River iGaming Consolidated financial statements. 350,000 • Revenue also includes services provided to other River 300,000 Group Companies. 250,000 • Following the completion of the acquisition, the client base was consolidated in order to continue to improve EUR 200,000 on the services provided. 150,000 • New revenue streams are being developed to continue 100,000 to grow the business. 50,000 • The Company is also seeking to enter into new B2B agreements with new potential clients. 0 Q1 Q2 Q3 Q4 2018 19
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD 8 NOVEMBER 2017 TO 31 DECEMBER 2018 EUR Comments Net Revenue from iGaming Operations 1,190,642 Revenue from Whitelable arrangements and advertising 900,496 • Vegas Casino operated under a white Direct Costs (2,758,909) label agreement between March and Gross Profit (667,771) August 2018. Depreciation and Amortization (112,726) • Casonic was launched in December. Other Operating Expenses (4,925,232) Results from Operating Activities (5,705,729) • Mediafusion revenue covers Q4 following completion of acquisition. Finance Income 418,028 • Direct Costs include marketing and Finance Cost (151,778) affiliate costs amounting to EUR 2,179k. Share of loss of equity accounted investees, net of tax (453,768) Loss before Taxation (5,893,247) • River UK Casino accounted for through share of equity method. Tax Expense - Loss for the Period (5,893,247) • One off costs related to acquisition and listing fees amounted to more than Other comprehensive income EUR 2M Items that are or may be reclassified subsequently to profit or loss Foreign operations - foreign currency translation differnces 4,984 Other comprehensive income 4,984 Total comprehensive income for the period (5,888,263) 20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2018 December 2017 June 2018 December 2018 Comments Audited Unaudited Audited EUR EUR EUR • December 2018 audited statement of Assets financial position includes a number Non-Current Assets Plant and equipment - 99,268 191,166 of accounting entries to reflect the Intangible assets and goodwill - - 8,243,896 business combinations completed in Investment in joint venture - - 10,346,075 H2 of 2018. Total Non-Current Assets - 99,268 18,781,137 • Intangible assets and goodwill Current Assets include the valuation of Vegas Casino Trade and other receivables - 3,111,506 2,291,090 and goodwill related to the brand as Cash and cash equivalents 138,342 1,087,923 2,294,666 Total Current Assets 138,342 4,199,429 4,585,756 well as goodwill derived from the acquisition of Mediafusion. Total Assets 138,342 4,298,697 23,366,893 • Vegas Casino’s fair value was Total Equity 9,608 (655,115) 11,389,191 determined using the relief from royalty method. Liabilities Non-Current Liabilities • River UK Casino is accounted for as a Deferred tax payable - - 1,341,678 joint venture as River Group does not Total Non-Current Liabilities - - 1,341,678 yet have operational control. Pending Current Liabilities liabilities in relation to the Financial liabilities at fair value through profit or loss - - 1,371,970 transaction signed in August 2018 are Deferred consideration - - 4,441,829 under Current Liabilities. Interest-bearing borrowings - 3,618,467 Trade and other payables 128,734 1,335,345 4,822,225 • Equity has increased following the Total Current Liabilities 128,734 4,953,812 10,636,024 successful listing on the Merkur Total Liabilities 128,734 4,953,812 11,977,702 Market in March and the private placement completed in August 2018. Total Equity and Liabilities 138,342 4,298,697 23,366,893 21
Financial calendar • Annual General Meeting: May 2019 www.riverigaming.com/investor-relations • Reporting 2H 2019 September • Investor Event: September 22
AGENDA MILESTONES 2018 STRATEGY THE TRANSACTION AND THE CONVERTIBLE LOAN FINANCE APPENDIX 23
TRANSACTION DETAILS (SUBSEQUENT EVENT) • River iGaming P.l.c ("River" or the "Company") acquires the remaining 30% of River UK Casino Limited ("River UK") plus the B2B platform business of Gaming Realms P.l.c. ("GMR") (the "Grizzly Platform") and the outstanding share capital in Bear Group Limited ("Bear Group") from GMR and settles all remaining delayed payments and earn-outs for a total consideration of GBP 11.5 million (the "Transaction"). • a total payment of GBP 7.0 million under the terms of the Share Purchase Agreement entered into today in relation to the Transaction pursuant to which the Company shall acquire both the entire issued share capital of Bear Group. Of such total payment, GBP 5.5 million is payable on completion and GBP 1.5 million is payable without set-off on or before 31 December 2020; • a payment of GBP 4,497,000 million in respect of the sole perpetual licence of the Grizzly Platform; • GBP 3,000 in respect of the 30% stake in River UK. • The agreements for the Transaction and the convertible loan (as further described below) require approval from the shareholders in River. Notice to the extraordinary general meeting expected to be held on or about 22 March 2019 will be announced separately, and within 27 February 2019. • Klein Invest AS, Middelborg Invest AS and Tigerstaden AS have provided an undertaking to procure that their voting rights to be voted in favour of the Transaction and the convertible loan, Completion of the Transaction is inter alia subject to the following conditions: 1) GMR and River shareholder approval; 2) the entering into of a deed of termination with respect to the former agreements entered into between River (and companies controlled by it) and GMR (and companies controlled by it); 3) final approval of change of control applications with respect to the shares in Bear Group from the UK Gambling Commissions and the Alderney Gambling Commissions; and 4) third party consents. • It is expected that the Transaction will be completed in Q2 2019. 24
CONVERTIBLE LOAN DETAILS (SUBSEQUENT EVENT) River has entered into a EUR 15,000,000 convertible loan agreement Spinola Ventures Ltd (C31211) (the "Lender") a wholly owned subsidiary of Mercury p.l.c. (C27497) (the "Guarantor") (the "Loan") on the terms set out below. The Lender's financial obligations and liabilities under the loan agreement are guaranteed by the Guarantor. The Loan is subject to customary closing conditions, including EGM approval and completion of the transactions with GMR. The following main terms apply to The Loan: • The Loan is subject to a 8% interest rate p.a. • EUR 3,000,000 of the Loan shall be disbursed to the Company as soon as possible after the shareholder approval and the remaining amount of EUR 12,000,000 shall be distributed to the Company as soon as possible after fulfilment of all conditions precedent, • The convertible loan agreement may be terminated by either party at any time after 30 April 2019 if the first EUR 3,000,000 of the Loan has not been disbursed. • The Lender may once, and for a minimum amount of EUR 3,000,000, at any time during the conversion period (beginning on the date of the agreement and ending on the date falling 18 months after the date of the last loan drawdown, the "Conversion Period") convert the Loan into in the Company. The fixed conversion price is NOK 21 equal to EUR 2.12 based on a fixed exchange, which will give the Lender a 27.367% holding in the Company. • The agreement include certain tag-along rights if Klein Group AS, Tigerstaden AS and Middelborg AS sells above 10% of their current shareholding. • The Company may at any time after the Conversion Period repay the Loan, plus a repayment fee on market terms. • Interest is due for payment quarterly from 1 January 2020 onwards. Interest due for the period between drawdown and 31 December 2019 will be settled at the end of the period. The Loan shall constitute senior debt obligations of the Company. • The loan agreement includes customary event of default provisions, including change of control. The agreement also include restrictive covenants on asset sales, equity issues, and new debt. • If minimum EUR 10m of the Loan is converted, the Lender shall be entitled to appoint the chairman and one additional director to the Rivers board of directors. If less than EUR 10m of the Loan is converted, the Lender shall be entitled to one director to the Company's board of directors. 25
ABOUT RIVER UK CASINO Brief introduction Selected brands • River UK Casino features well-recognized UK casino brands* Four brands offering online and mobile casino games. The brands including Pocket Fruity, Britain’s Got Talent (“BGT”), Spin Genie are individually positioned to appeal to different player and X Factor Games (“X Factor”) demographics: • River UK Casino was established by selling the vast majority of • Spin Genie: Strategy to appeal to a younger Facebook the B2C online casino business of the UK-based company audience and convert players via compelling offers Gaming Realms P.l.c. into a new Maltese company which was named River UK Casino Ltd and owned by River iGaming P.l.c • Pocket Fruity: More mature affiliate focus and benefits from Pay-Per-Click advertising and a loyal player base • Annual ARPU growth of 20% 2015-2017 • X Factor and BGT: The two sites work in tandem –with the • More than 80% of 2017 revenue generated on mobile devices, a promotion of BGT in H1 and X Factor in H2 in line with TV key growth driver within the sector scheduling. The traditional media mix has been TV and Digital • Young player base: Approx. 60% of 2017 FTD’s under 35 BGT • Proven management team, strong ROI track record 24% Spin Genie • More than 50% female players 33% NGR 2017 X Factor 22% Pocket Fruity 21% *Britain's Got Talent and X Factor Games are brands licenced by the Seller Group from third parties. Target Business will acquire the right to promote and market such brands. 26
SELECTION OF BRANDS IN RIVER UK CASINO Pocket Fruity X Factor Games • Pocket Fruity was launched in May 2012 • Launched in September 2016 to fit with the TV show’s audience • Acquired by GMR in July 2013 and aimed at an older, pub fruit demographics, leveraging one of the biggest shows on ITV(an machine audience average of 6 million viewers per episode in 2017) • Benefits from Pay-Per-Click advertising and a loyal player • Aimed at a younger, mobile, casual gambling market in the UK base • Pays 20% of net profit per month after all costs (including marketing) to Fremantle Media (owner of X Factor brand) • Brand owned by Freemantle Media and licenced to the sellers until own licence is obtained. Seller will subcontract marketing rights to River UK Casino Spin Genie Britain’s Got Talent • Spin Genie was launched in October 2014 as the first site on • Launched in April 2016 to fit with the TV show’s audience GMRs’ platform Grizzly demographics, leveraging one of the biggest shows on ITV (an • Spin Genie offers a wide selection of different casino games average of 8.2 million viewers per episode in 2017). as well as card and table games • Aimed at older, mobile, casual gambling market in the UK • Aimed at young mobile casual gambling market in the UK • Pays 20% of net profit per month after all costs (including marketing) to Fremantle Media (owner of BGT brand) • Brand owned by Freemantle Media and licenced to the sellers until own licence is obtained. Seller will subcontract marketing rights to River UK Casino 27
You can also read