15 August
2024
evoke Plc
("evoke" or "the
Group")
H1 2024 Interim
Results
Current trading consistent
with 5-9% H2 revenue growth target
Short-term actions to drive
improved trading together with significant strategic and
operational progress supports future profitable growth in H2 and
beyond as well as delivery of the value creation
plan
evoke (LSE: EVOK), one of the
world's leading betting and gaming companies with internationally
renowned brands including William Hill, 888 and Mr Green, today
announces its interim results for the six-months ended 30 June 2024
("H1-24").
|
Reported
|
Adjusted1
|
£
millions
|
H1 2024
|
H1 2023
|
YoY%
|
H1 2024
|
H1 2023
|
YoY%
|
|
|
|
|
|
|
|
Revenue
|
862.0
|
881.6
|
-2%
|
862.0
|
881.6
|
-2%
|
EBITDA1
|
43.8
|
130.8
|
-67%
|
115.5
|
155.6
|
-26%
|
(Loss) / profit after
tax
|
(143.2)
|
(32.5)
|
341%
|
(29.9)
|
11.8
|
nm*
|
(Loss) / earnings per share
(p)
|
(31.9)
|
(7.3)
|
337%
|
(6.7)
|
2.6
|
nm*
|
|
|
|
|
|
|
|
*nm means not a meaningful
figure
Financial highlights:
·
H1-24 financial performance in-line with July
2024 Trading Update:
· Revenue of £862m, down 2% year-over-year but up 4%
sequentially on H2 2023. The year-over-year decline was primarily
driven by UK Retail being down 8%, with UK&I online up 1% and
International broadly flat
· Adjusted
EBITDA of £116m, with Adjusted EBITDA margin of 13.4%, in-line with
the 13-14% range given in the July 2024 Trading Update. The 26%
year-over-year decline was driven by the reduced revenues
(particularly in Retail given the fixed cost base) together with
lower gross margin, primarily as a result of country and product
mix changes, with the ongoing improvement in the sustainability and
quality of the business mix
·
Marketing increased by £16m
(12%) year-over-year, with a temporarily elevated online marketing
ratio of 25%, with a significant shift in both commercial team and
approach since. Other operating costs decreased by £3m (1%)
year-over-year with the benefits of the previously announced £30m
cost optimisation programme being more heavily weighted to the
second half of 2024
· Reported EBITDA decline driven by the above factors together
with £72m of exceptional items and adjustments, principally related
to the exit of US B2C and ongoing integration and transformation
costs
· Cash
at 30 June 2024 of £116m, with ample total liquidity of nearly
£300m including RCF
Strategic progress:
·
New strategy and value creation plan launched in
March 2024, with new evoke plc corporate identity effective from
May 2024
· Strategy focused on mid and long-term profitable growth and
value creation by investing in the Group's capabilities and
transforming the business, centred around a clear customer value
proposition and distinct competitive advantages
· Decisive actions taken to address drivers of H1
underperformance and execute a turnaround in short-term trading,
while simultaneously building enhanced capabilities to drive
competitive advantage:
o Operational excellence
driven by data insights and intelligent automation:
fundamentally re-organised the Group's operating
model to streamline decision making and increase effectiveness,
which will deliver the full previously announced £30m of targeted
cost efficiencies in FY24. We continue to enhance our data-driven
approach to customer segmentation and personalised promotions,
alongside bringing in a world-class team for data, intelligent
automation and Artificial Intelligence (AI)
o A winning
culture: completed the restructure
of the executive leadership team, with 9 new roles out of 11 since
October 2023, bringing in exceptional talent from within and
outside the industry. Further improvements to the wider leadership
team as the new c-suite builds out high-performing teams to drive a
step-change in execution capabilities. Reduction in layers in the
business from 10 to 6, speeding up decision making and creating a
more aligned One Company
culture
o Leading distinct brands and
products: progress with group
Customer Value Proposition (CVP) principles, with a series of new
product launches, including improved Betbuilder and improved
deposit mechanics. Completed the repositioning of the Mr Green
brand and seeing strong growth in Denmark in both absolute terms
and market share. Continued progress with William Hill
repositioning, with a refreshed customer proposition around pricing
and promotions and a refocus on the core mid value customer group.
This is being supported by enhanced product, with the pipeline
having been reviewed and adapted to focus on value creation and CVP
principles, with a series of new launches planned throughout the
second half. The clear and robust brand positions, focused on core
customer needs, together with a suite of product improvements is
enabling an ongoing shift in marketing approach from pure
promotions-led towards product-led as we improve our
proposition
Current trading and outlook:
·
Q3 revenue growth for the period up to 10 August
is consistent with the 5-9% target range given for H2
·
No change to recently issued guidance with
H2 2024 Adjusted EBITDA margin expected to
improve to approximately 21%
·
Clear drivers of improvement in revenue in H2
2024, with ongoing successful product launches, better player
segmentation driving more effective bonus ratio, and new commercial
leadership team producing compelling promotions, aligned with group
CVP
·
Significant improvement in profitability expected
in H2 2024 as compared to H1 2024. This will be driven by the full
period benefit of the £30 million cost saving programme, more
effective marketing that is focused on our core customers and
enhanced product. The benefits of increased focus and capabilities
means that the online marketing ratio is expected to be ~18-19% in
H2 compared to 25% in H1. Profitability will also benefit from
reduced US B2C losses as part of the market exit, and the ongoing
benefits of the new One Company operating model,
with a reduction in layers in the business and
increased usage of lower cost locations
·
No change to existing FY25 expectations,
including Adjusted EBITDA margin of at least 20%, with unchanged
medium-term targets of 5-9% revenue growth per year, c.100bps of
Adjusted EBITDA Margin expansion per year from 2025 onwards, and
leverage of below 3.5x by the end of 2026
Per Widerström, CEO of evoke, commented:
"As I said in our July trading update, while the financial
performance in the first half was disappointing and behind our
initial plan, the underlying health of the business is continually
getting stronger. The corrective actions we have already taken give
us even more confidence that our strategic approach is sound and
that we will achieve sustainable success.
We are completely transforming this business. Whilst the
scale of change is significant, it is necessary for us to deliver
mid and long-term profitable growth and value creation. We have
already taken bold, decisive actions to both instigate a turnaround
in short-term trading performance while simultaneously investing
into the Group's capabilities to drive step-change value creation
and build a bigger, more profitable, more sustainable, and more
cash generative business in the future.
We have a clear plan, vision and financial targets. As a
result of our strategic progress and the enhancements already made
to the business, I am even more confident
about
delivering our value creation plan and driving
sustainable
profitable growth over the coming years."
Notes
1 Adjusted EBITDA is defined
as earnings before interest, tax, depreciation and amortisation,
and excluding share based payment charges, foreign exchange losses
and exceptional items and other defined adjustments. Adjusted
measures, including Adjusted EBITDA, are alternative performance
measures ("APMs"). These APMs should be considered in addition to,
and are not intended to be a substitute for, IFRS measurements. As
they are not defined by International Financial Reporting
Standards, they may not be directly comparable with other
companies' APMs. The Directors believe these APMs provide
additional useful information for understanding performance of the
Group. They are used to enhance the comparability of information
between reporting periods and are used by management for
performance analysis and planning. An explanation of our adjusted
results, including a reconciliation to the statutory results is
provided in the CFO report.
Enquiries and further information:
evoke Plc
|
+44(0) 800 029 3050
|
Per Widerström, CEO
Sean Wilkins, CFO
Vaughan Lewis, Chief Strategy
Officer
|
|
Investor Relations
James Finney, Director of
IR
Media
|
ir@888holdings.com
evoke@hudsonsandler.com
|
Hudson Sandler
Alex Brennan / Hattie Dreyfus /
Andy Richards
|
+44(0) 207 796 4133
|
About evoke Plc:
evoke plc (and together with its
subsidiaries, "evoke" or the "Group") is one of the world's leading
betting and gaming companies. The Group owns and operates
internationally renowned brands including William Hill, 888, and Mr
Green. Incorporated in Gibraltar, and headquartered and listed in
London, the Group operates from offices around the
world.
The Group's vision is to make life
more interesting and its mission is to delight players with
world-class betting and gaming experiences.
Find out more at: https://www.evokeplc.com
Important Notices
This announcement may contain
certain forward-looking statements, beliefs or opinions, with
respect to the financial condition, results of operations and
business of evoke. These statements, which contain the words
"anticipate", "believe", "intend", "estimate", "expect", "may",
"will", "seek", "continue", "aim", "target", "projected", "plan",
"goal", "achieve", words of similar meaning or other forward
looking statements, reflect evoke's beliefs and expectations and
are based on numerous assumptions regarding evoke's present and
future business strategies and the environment evoke will operate
in and are subject to risks and uncertainties that may cause actual
results to differ materially. No representation is made that any of
these statements or forecasts will come to pass or that any
forecast results will be achieved. Forward-looking statements
involve inherent known and unknown risks, uncertainties and
contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements of evoke to be
materially different from those expressed or implied by such
forward looking statements. Many of these risks and uncertainties
relate to factors that are beyond evoke's ability to control or
estimate precisely, such as future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of regulators and other factors such as evoke's ability to
continue to obtain financing to meet its liquidity needs, changes
in the political, social and regulatory framework in which evoke
operates or in economic or technological trends or conditions. Past
performance of evoke cannot be relied on as a guide to future
performance. As a result, you are cautioned not to place undue
reliance on such forward-looking statements. The list above is not
exhaustive and there are other factors that may cause evoke's
actual results to differ materially from the forward-looking
statements contained in this announcement. Forward-looking
statements speak only as of their date and evoke, its respective
parent and subsidiary undertakings, the subsidiary undertakings of
such parent undertakings, and any of such person's respective
directors, officers, employees, agents, affiliates or advisers
expressly disclaim any obligation to supplement, amend, update or
revise any of the forward-looking statements made herein, except
where it would be required to do so under applicable law. No
statement in this announcement is intended as a profit forecast or
a profit estimate and no statement in this announcement should be
interpreted to mean that the financial performance of evoke for the
current or future financial years would necessarily match or exceed
the historical published for evoke.
CHIEF EXECUTIVE OFFICER'S
REVIEW
Introduction
The first half of 2024 was a very
important time for the Group, as we rebranded the corporate entity
to evoke plc, finally bringing the great legacy businesses of 888
and William Hill together as one company. We also laid out our new
strategy for success, with a clear value creation plan for the
coming years, and we have been executing on this strategy at rapid
pace. We have taken bold, decisive actions to improve almost every
area of the business.
Our strategy defines what good looks
like and how we will get there. No transformation journey like the
one we have embarked on is ever simple and we have learnt a lot
already as we pursue our goals. The scale of change is significant,
and while the first half financials were behind our initial plan,
the underlying health of the business is improving. The corrective
actions we have taken make us even more confident that our
strategic approach is sound and will drive sustainable success and
value creation.
Strategy and value creation plan
In March we laid out a clear value
creation plan to deliver high return on equity from sustainable
profitable growth, centred on three core pillars:
1.
Driving profitable and
sustainable revenue growth
2.
Improving profitability and
efficiency through operating leverage
3.
Being highly disciplined with our
use of capital
This was supported by a strategic
framework focused on strengthening the Group's core capabilities
and competitive advantages to drive execution of the plan and
create a bigger, more profitable and more cash generative business
in the future, to be delivered through:
· Operational excellence
driven by data insights and intelligent
automation
· A winning
culture unleashing colleagues' full
potential
· Leading distinct brands and
products tuned to our customers
In order to turn this into tangible
actions and drive execution we refined our market focus to our core
markets of UK, Italy, Spain and Denmark. We also identified six key
strategic initiatives to provide the roadmap for delivering our
value creation plan, which will deliver the step-change in
capabilities needed to deliver success and create a more
profitable, more sustainable business:
1.
Customer value propositions (CVP)
2.
Customer lifecycle management (CLCM)
3. Winning
organisation
4.
ESG
5. Product
and Technology foundations
6.
Operations 2.0 (AI & Automation)
First half performance
We have taken swift actions to
address the underperformance in the first half, with a clear
execution plan focused on both turning around short-term trading
performance, while simultaneously building out our competitive
advantages to achieve mid and long-term value creation.
There are four main areas where we
were behind plans in the first half. We have taken rapid and
decisive actions to address these areas, both to improve our
trading in the second half and to continue to strengthen the base
for significantly higher profits in the future:
Firstly, the return on our marketing
- primarily in UK Online - was lower than expected, leading to an
online marketing ratio of 25%, which was higher than planned. We
have put in place a new and experienced commercial leadership team
and marketing leadership team, and are transforming the way we plan
and undertake our marketing. Our approach to marketing is
undergoing a major shift, with an increase in the proportion of
brand and retention marketing, focused on our refocused CVP and
promoting outstanding products, and a more targeted approach to
customer segmentation. The early signs of improvement are
encouraging, with good progress in lead indicators for average
revenue per user (ARPU), as we look to strengthen our brand
consideration and loyalty. We have implemented more robust ROI
tracking and are already seeing improved results.
Secondly, our targeted customer
segments were sub-optimal, primarily in UK online, with a focus on
driving volume and not value. We have quickly pivoted this approach
to increase focus on our core mid-value customers, supported by
increased bonus efficiency and enhanced customer segmentation
capabilities. We have repositioned our sports pricing, with a
strong position in both key categories of football and racing, as
we build a strong brand positioning with our core mid-value player
segment. Within both gaming and sports, our bonusing was less
effective than it should be. More effective player segmentation is
already enabling us to significantly improve our bonus ratios,
directing rewards to the players that value them most, and ensuring
our brands become the preferred brands for our core customers.
Thirdly, we saw an extended impact
from some of the actions taken in the second half of last year
including tactical changes made to the customer proposition in
terms of pricing and promotions and reduced marketing. These
changes in 2023 were focused on driving short-term benefits in
response to the wider business pressures from regulatory and
compliance headwinds, with the expectation any impact would be
limited to the short-term, but this was not the case. Since then,
we have been working at pace to build our strategy and clear brand
positions with our customer value propositions, with a focus on
consistency over time, not short-term reactive and suboptimal
changes.
Finally, in Retail we were pursuing
an in-house solution for gaming cabinets and software. The
rationale for this was clear, to drive differentiation. However,
our initial tests indicated that customers were reacting poorly to
the different product proposition, despite a broader range of games
and some unique promotion tools. All our plans are data led, and we
reassess and act decisively when the data does not support them. As
such, we have pivoted this plan, and will be rolling out
best-in-class third party solutions from Q4 this year. We know from
the market data that our gross win per machine per week of c.£750
is significantly behind the market level of c.£1,000, so we see
significant upside potential here as we improve our competitive
proposition in Retail. The rollout of new machines will begin in Q4
of this year, with almost 50% of our estate (by value) due to be
completed by the end of this year, with the full roll out completed
in Q1 of 2025. There is significant upside potential from this
total machine upgrade, and we are optimistic about the impact on
our Retail customer proposition and financials for 2025 and
beyond.
Strategic execution
During the first half, we made
strong progress with our strategy, building an almost completely
refreshed team with 9 out of 11 of the executive management being
new, new ways of working, and a clear strategic framework to guide
the success and value creation of the business. We transformed the
finance function, delivering significant cost efficiencies but more
importantly delivering a function that directly drives our value
creation plan, with a new monthly profit planning cycle being
central to our operations. This monthly profit planning cycle
tracks and drives each element of the business, enabling us to
improve execution and deliver change at pace and with agility while
also increasing our visibility of our financial and key value
drivers performance.
We are performing a total reset and
transformation of the business that will enable it to achieve its
full potential. During the first half we took bold and decisive
actions to both execute a turnaround in short-term trading while
simultaneously building out our enhanced capabilities to drive mid-
and long-term competitive advantage:
Operational excellence driven by
data insights and intelligent automation:
· Focus on core markets, including exiting US B2C
· Hired a world class team for data, intelligent automation and
AI who are already driving a step-change in our
capabilities
· Significantly improved the sophistication of our player
segmentation, enabling us to provide better products and valued
promotions to our core mid-value customers, thereby driving
retention, loyalty, and higher player values
· New
operating model implemented, which will deliver £30m of cost
savings, enhanced speed to market, and improved effectiveness and
efficiency, while also providing better outcomes for our
customers
A winning culture unleashing
colleagues' full potential:
· Rebranded the Group as evoke with refreshed values, a
critical step to bring together our business into one company, with
a shared vision and focus on execution of our strategy
· An
almost entirely new executive team in place with leading talent and
experience joining the business from within the sector and
outside
· Further improvements to the wider leadership team as the new
c-suite builds out high-performing teams to drive a step-change in
execution capabilities
· Radically restructured the operating model, removing layers
and broadening spans of control, getting our people across the
business closer to the customer, and speeding up decision
making
Leading distinct brands and products
tuned to our customers:
· Relaunched Mr Green as the most distinctive casino brand in
the market, taking significant market share in Denmark
· Repositioning William Hill, supported by successful initial
campaigns and gradually shifting our marketing focus from pure
promotions towards highlighting our product excellence
· Complete overhaul of product development pipeline and
prioritisation, to focus on value and deliver quicker ongoing
improvements to customers
· Launched several successful new product features including a
new Betbuilder product in time
for the Euros, which was well received by our customers with over
20% of Euros staking being on Betbuilder
Highly disciplined use of capital
Our disciplined approach to capital
allocation includes reviewing opportunities to generate cash from
lower-return, or non-core assets, as well as selective investments
into low-capital, high-impact projects. During H1 we agreed the
sale of our US B2C assets, and have already completed parts of the
transaction, with final completion expected in Q4 2024.
Our M&A strategy includes the
monetisation of non-core assets such as US B2C, with highly
selective reinvestment into strategic assets. This includes our
investment into 888AFRICA. From launch in October 2023, the
business has gone from strength to strength, and positions us as a
market leader in selected African markets. We look forward to
expanding on the success of this joint venture in the future, but
we are delighted with the value creation it is already
delivering.
While leverage is temporarily
elevated, the business remains highly cash generative. With our
disciplined capital allocation approach, we remain confident in our
path to rapid deleveraging, driving significant shareholder
value.
Outlook and conclusion
Revenue growth is improving, with
Online back to growth in H1. In the second half we expect to be
in-line with our mid-term plan of 5-9% growth, with trading so far
in Q3 up to 10 August within that range.
Alongside the improved revenue
trends, we have made substantial progress with our cost base and
operational efficiency. We have implemented our new streamlined
operating model, with lower costs and faster pace of execution,
which will support significantly higher Adjusted EBITDA margin in
the second half.
These actions to improve short-term
trading are delivering encouraging results, but importantly, are
not distracting us from the fundamental and structural improvements
in the business that are ongoing through the transformation
programme in order to secure substantial value creation for the
future. We have a clear strategy and with the enhancements we have
already made to the business, we are even more confident about the
future and our ability to deliver sustainable profitable growth and
unlock significant value creation. I look forward to updating
shareholders and our wider stakeholders on progress against our
targets over the coming months and years and I thank you for your
continued support.
CHIEF FINANCIAL OFFICER'S REVIEW
BUSINESS & FINANCIAL REVIEW
INTRODUCTION
Having joined the Group on 1
February 2024 I was impressed by the clear strategic plan that we
finalised and outlined in March. Since then, I have been really
encouraged by the improvements we have made in terms of our
capabilities. However, on reflection, our UK plans across both
Online and Retail had assumed higher marketing returns, but this
was not supported by the necessary changes within the business. As
outlined above we have taken decisive action to address this, and
those changes have now been made. As a result, performance in the
first half of the year was behind our expectations, although there
were positive signs of having turned the corner, with online
revenue back to growth in H1.
As we look forward, and as
discussed in the CEO report, we have a clear focus on building
long-term capabilities to drive sustainable profitable revenue
growth and deliver our medium-term targets and value creation plan.
Alongside making fundamental and long-term improvements to the
business, we are also taking decisive action to improve trading
performance in the more immediate term. We are seeing some of the
benefits of our plans and recent product improvements come through
already, with revenue growth in Q3 to 10 August within the 5-9%
target range, supporting our plans for the second half.
We are confident in the outlook
for the rest of this year and our medium-term targets remain
unchanged. My focus will remain on ensuring our growth plans
support deleveraging and enable strong shareholder returns in the
coming years.
SUMMARY
H1 2024 Revenue of £862.0m was
down 2.2% (H1 2023: £881.6m) year-over-year but up 3.9%
sequentially on H2 2023. The year-over-year decline was primarily
driven by UK Retail being down 7.5%, with UK&I Online up 0.8%
and International broadly flat.
The decline in Retail primarily
reflects the strong prior year comparatives, with revenue up 1.1%
on a sequential basis versus H2 2023, alongside a tougher
competitive environment with our gaming offering in particular
having fallen behind competition.
UK&I Online performance, while
encouragingly back to growth, was behind our expectation, primarily
as a result of lower-than-expected returns on the increased
marketing investment. Gaming revenue was up 5.0% on the back of
strong engagement, product improvements and more efficient
bonusing, partially offset by betting being down 5.3% driven by
reduced stakes. The reduction in stakes primarily reflects the mix
shift towards more recreational customers (typically lower staking
higher margin) alongside a headwind from some of the suboptimal
customer proposition changes made in H2 2023, which have proved
confusing for customers. These have since been changed along with a
complete overhaul of the commercial teams.
Within International, Core Markets
(Italy, Spain, Denmark) combined were up 11.4%, offset by reduced
revenue in Optimise Markets as the focus switches to profitability
and cash generation, as well as the exit of Latvia in the prior
year.
Further segmental details and
trends are discussed within the segmental section later in this
statement.
Adjusted EBITDA for H1 2024 was
£115.5m, down 25.8% year-over-year, driven by the reduced revenues
together with lower gross margin, primarily as a result of country
and product mix changes. On the cost side, marketing increased by
£16.0m (11.6%) year-over-year and other operating costs decreased
by £2.7m (0.9%) with the cost optimisation programme being more
heavily weighted to the second half, alongside underlying
inflation.
Reported EBITDA decline driven by
factors above together with £72m of exceptional items and
adjustments, principally related to the exit of US B2C and ongoing
integration and transformation.
The reported Loss after tax of
£143.2m reflects the reported EBITDA as described above, together
with the impact of non-cash accounting charges for purchase price
amortisation as well as the finance costs related to the largely
debt-funded acquisition of William Hill.
In May 2024, the Group
successfully refinanced the Euro TLA and replaced it with GBP fixed
notes, improving the debt profile by extending the maturity of
£400m by two years out to 2030; improving the fixed/floating mix;
and more closely aligning the debt currency mix to underlying cash
generation.
Reconciliation of Statutory EBITDA to Adjusted
EBITDA, Adjusted profit before tax and Adjusted profit after
tax
|
Adjusted
results
|
|
Exceptional items and
adjustments ****
|
|
Statutory
results
|
|
H1 2024
£'m
|
H1 2023
£'m
|
|
H1 2024
£'m
|
H1 2023
£'m
|
|
H1 2024
£'m
|
H1 2023
£'m
|
Revenue
|
862.0
|
881.6
|
|
-
|
-
|
|
862.0
|
881.6
|
Cost of sales
|
(298.2)
|
(291.6)
|
|
(3.6)
|
(2.4)
|
|
(301.8)
|
(294.0)
|
Gross profit
|
563.8
|
590.0
|
|
(3.6)
|
(2.4)
|
|
560.2
|
587.6
|
Marketing expenses
|
(154.2)
|
(138.2)
|
|
-
|
-
|
|
(154.2)
|
(138.2)
|
Operating expenses**
|
(294.1)
|
(296.8)
|
|
(68.1)
|
(22.4)
|
|
(362.2)
|
(319.2)
|
Share of post-tax profit of equity
accounted associate
|
-
|
0.6
|
|
-
|
-
|
|
-
|
0.6
|
EBITDA*
|
115.5
|
155.6
|
|
(71.7)
|
(24.8)
|
|
43.8
|
130.8
|
Depreciation and
amortisation***
|
(56.8)
|
(53.8)
|
|
(54.2)
|
(52.6)
|
|
(111.0)
|
(106.4)
|
Profit before interest and tax
|
58.7
|
101.8
|
|
(125.9)
|
(77.4)
|
|
(67.2)
|
24.4
|
Finance income and
expenses
|
(68.5)
|
(87.3)
|
|
(11.3)
|
17.7
|
|
(79.8)
|
(69.6)
|
(Loss)/Profit before tax
|
(9.8)
|
14.5
|
|
(137.2)
|
(59.7)
|
|
(147.0)
|
(45.2)
|
Taxation
|
(20.1)
|
(2.7)
|
|
23.9
|
15.4
|
|
3.8
|
12.7
|
(Loss)/Profit after tax
|
(29.9)
|
11.8
|
|
(113.3)
|
(44.3)
|
|
(143.2)
|
(32.5)
|
Basic earnings per share
|
(6.7)
|
2.6
|
|
|
|
|
(31.9)
|
(7.3)
|
* EBITDA is defined as earnings
before interest, tax, depreciation and amortisation.
** Statutory Operating expenses of
£362.2m includes Operating expenses of £291.4m (being the Operating
expenses of £402.4m less Depreciation and amortisation of £111.0m)
and Exceptional items - operating expenses of £70.8m per the
Consolidated Income Statement.
*** Depreciation and amortisation
of £111.0m (H1 2023: £106.4m) has been separated from Operating
expenses of £402.4m per the Consolidated Income
Statement.
**** Foreign exchange within
adjustments of £3.6m loss within Cost of sales, £2.6m income within
Operating expenses and £3.2m loss within Finance income and
expenses.
Adjusted EBITDA is defined as
EBITDA excluding share-based payment charges, foreign exchange
losses and exceptional items and other defined adjustments. Foreign
exchange losses and share benefit charges were excluded to allow
for further understanding of the underlying financial performance
of the Group. Further detail on exceptional items and adjusted
measures is provided in note 3 to condensed financial
statements.
In the reporting of financial
information, the Directors use various APMs. These APMs should be
considered in addition to, and are not intended to be a substitute
for, IFRS measurements. As they are not defined by International
Financial Reporting Standards, they may not be directly comparable
with other companies' APMs. The Directors believe these APMs
provide additional useful information for understanding performance
of the Group. They are used to enhance the comparability of
information between reporting periods and are used by management
for performance analysis and planning. An explanation of our
adjusted results to the statutory results is provided in note 3 to
the condensed financial statements.
CONSOLIDATED INCOME STATEMENT
Revenue
Revenue for the Group was £862.0m
for H1 2024, a decrease of 2.2% compared to H1 2023,
primarily due to a decline in UK Retail due to
challenging conditions on the high street and gaming cabinet
offering falling behind the competition, as well as reduced revenue
in optimise markets as the focus switches to profitability and cash
generation. Overall core markets revenue (UK, Italy, Spain,
Denmark) was flat including retail, and up 4.1% in
online.
Revenue from sports betting was
£321.0m, representing a 8.2% decline year-over-year. Stakes were
down 7.1%, with a slight decrease in betting net win margin from
12.4% to 12.3%. The reduction in staking volumes largely reflects
the customer mix with a higher proportion of recreational
customers, particularly in UK&I Online. Gaming revenue of
£541.0m was up 1.7% year-over-year, with growth in both Online
divisions outweighing Retail headwinds.
Cost of sales
Cost of sales mainly comprise of
gaming taxes and levies, royalties payable to third parties,
chargebacks, payment service provider ("PSP") commissions and costs
related to operational risk management and customer due diligence
services. Cost of sales increased to £301.8m from £294.0m. The
slight increase in cost of sales as a percentage of revenue
primarily reflects the change in country mix, with a higher
proportion of revenue generated from core markets with higher tax
rates, as well as higher spend on free bets (including Cheltenham)
increasing the effective duty rate.
Gross profit
Gross profit decreased to £560.2m
from £587.6m, alongside a decrease in the gross margin from 66.7%
to 65.0% with a greater proportion of revenue generated from higher
taxed core markets.
Marketing expenses
Marketing is a significant
investment for our Group to drive growth through investing in our
leading brands, as well as customer acquisition and retention
activities. Marketing increased by 11.6% from £138.2m in H1 2023 to
£154.2m with a significant amount of investment in UK&I Online
to drive growth. This represents a marketing to revenue ratio
(marketing ratio) of 17.9% (H1 2023: 15.7%).
Operating expenses
Operating expenses mainly comprise
of employment costs, property costs, technology services and
maintenance, and legal and professional fees. Operating expenses
increased to £362.2m from £319.2m in H1 2023. This increase is due
to costs incurred in exceptional items such as corporate
transaction related fees and integration and transformation
costs.
EBITDA & Adjusted EBITDA
Reported EBITDA decreased by 66.5%
from £130.8m to £43.8m and includes £71.7m of exceptional items and
adjustments primarily related to the US B2C exit and integration
and transformation costs. On an adjusted basis, the decrease was
25.8% from £155.6m to £115.5m, with an Adjusted EBITDA margin of
13.4% compared to 17.7% in H1 2023 primarily driven by the factors
noted above, with reduced revenue, lower gross margin, and
increased marketing expenses.
Finance Income and Expenses
Net finance expenses of £79.8m (H1
2023: £69.6m) related predominantly to the interest on borrowings,
which is net of foreign exchange. The finance expense resulting
from leases was £3.3m (H1 2023: £4.4m), decreasing due to remaining
length of time left on some significant value leases. The finance
expense from hedging activities was £4.1m (H1 2023: £7.6m)
predominantly due to foreign exchange movements.
(Loss) / profit before tax
The net loss before tax for H1
2024 was £147.0m (H1 2023: net loss before tax of £45.2m). On an
adjusted basis, the loss before tax was £9.8m (H1 2023: net profit
before tax of £14.5m), reflecting the lower Adjusted EBITDA as
described above.
Taxation
The Group recognised a tax credit
of £3.8m on a loss before tax of £147.0m, giving an effective tax
rate of 2.6% (H1 23: 28.1%). This rate is lower than the expected
UK statutory rate of 25% due to the lower effective tax rates
applied in Gibraltar, Spain and Malta and the reduced availability
of tax relief on costs incurred in the period, principally in
respect of interest costs in the UK for which no deferred tax asset
can be recognised. On an adjusted basis, that is, before
exceptional and adjusted items, the reduced availability of tax
relief on interest is driving a tax charge of £20.1m on a loss
before tax of £9.8m, giving an effective tax rate of 205.1% (H1 23:
18.5%). The Group's effective tax rate for 2024 is now
expected to be c5%.
Net (loss)/profit and adjusted net profit
The net loss for H1 2024 was
£143.2m (H1 2023: net loss of £32.5m). On an adjusted basis, the
net loss was £29.9m from a profit after tax of £11.8m in H1 2023,
reflecting the items discussed above.
Earnings per share
Basic loss per share increased to
31.9p (H1 2023: loss per share of 7.3p) due to lower profit across
H1 2024.
On an adjusted basis, basic (loss)
/ earnings per share decreased to a loss of (6.7)p (H1 2023: 2.6p).
Further information on the reconciliation of earnings per share is
given in note 4.
Dividends
The Board of Directors is not
recommending a dividend to be paid in respect of the half year
ended 30 June 2024 (H1 2023: nil per share). The Board's decision
is to suspend payments of dividends until leverage is at or below
3x, as previously announced following the acquisition of William
Hill.
Income statement by Segment
The below tables show the Group's
performance by segment:
|
|
Revenue
|
Adjusted
EBITDA
|
|
H1 2024
|
H1 2023
|
Change
from
|
% of reported
Revenue
(HY 2024)
|
H1 2024
|
H1 2023
|
Change
from
|
% of Adjusted
EBITDA
(H1 2024)
|
£'m
|
£'m
|
previous
year
|
£'m
|
£'m
|
previous
year
|
Retail
|
258.4
|
279.4
|
(7.5%)
|
30.0%
|
38.0
|
60.8
|
(37.5%)
|
32.9%
|
UK&I Online
|
338.6
|
335.9
|
0.8%
|
39.3%
|
43.7
|
59.0
|
(25.9%)
|
37.8%
|
Total UK & I
|
597.0
|
615.3
|
(3.0%)
|
69.3%
|
81.7
|
119.8
|
(31.8%)
|
70.7%
|
International
|
265.0
|
266.3
|
(0.5%)
|
30.7%
|
40.6
|
53.1
|
(23.5%)
|
35.2%
|
Corporate
|
0.0
|
0.0
|
0.0%
|
0.0%
|
(6.8)
|
(17.3)
|
(60.7%)
|
(5.9%)
|
Total
|
862.0
|
881.6
|
(2.2%)
|
100.0%
|
115.5
|
155.6
|
(25.8%)
|
100.0%
|
UK & Ireland (UK&I)
UK&I Online
Revenue increased by 0.8% to
£338.6m compared to the previous period, reflecting growth in
gaming revenue of 5.0% driven by continued improvements in product
and promotions. Sports revenue decreased by 5.3% due to knock-on
impacts from marketing and proposition changes in 2023, as well as
lower than expected returns from Q1 marketing and promotional
activity.
Adjusted EBITDA decreased by
£15.3m to £43.7m, primarily driven by an increased marketing
investment that was not as effective as expected, alongside a lower
gross margin due to product mix shift to gaming and increased spend
on free bets.
Retail
Retail revenue decreased by 7.5%
to £258.4m and Adjusted EBITDA 37.5% to £38.0m due to challenging
conditions on the high street and gaming cabinet offering falling
behind the competition, despite savings from retail shop staff
reorganisation implemented at the start of the year. The Retail
business has a high proportion of fixed costs, meaning the revenue
reduction creates negative operating leverage and drops to Adjusted
EBITDA at a high rate.
There were 1,331 shops open at the
end of H1 2024 compared to 1,343 at the end of H1 2023 representing
a 1% reduction. This small reduction to the already well optimised
estate largely reflects the impact of inflationary cost increases
making certain shops no longer commercially viable.
International
International revenue
decreased by 0.5% to £265.0m and Adjusted
EBITDA decreased by £12.5m compared to the previous period despite
double-digit growth in the core markets of Italy, Spain and
Denmark, which now represent approximately 60% of the division.
This was offset by reduced revenues from optimise markets as the
focus switches to profitability and cash generation, including
exiting the US B2C business and the sale of Latvia in June
2023.
Adjusted EBITDA margin declined by
4.6 percentage points to 15.3% primarily due to country mix, with
higher proportion of revenue coming from regulated and taxed
markets.
Corporate costs
Corporate costs were £6.8m in H1
2024 compared to £17.3m in H1 2023. This is due to a combination of
the execution of the cost optimisation programme, as well as
changes to operating model impacting the way costs are
allocated.
EXCEPTIONAL ITEMS AND ADJUSTMENTS
Operating Exceptional items
|
H1 2024
|
H1 2023
|
|
£'m
|
£'m
|
Integration and transformation
costs
|
29.8
|
21.9
|
Corporate transaction related
costs
|
41.0
|
0.5
|
Regulatory provisions and
associated costs
|
-
|
3.0
|
Total exceptional items before interest and
tax
|
70.8
|
25.4
|
Total exceptional items before tax
|
70.8
|
25.4
|
Tax on exceptional
items
|
(4.2)
|
(2.5)
|
Total exceptional items
|
66.6
|
22.9
|
|
|
|
Adjustments:
|
|
|
Amortisation of Finance
Fees
|
8.1
|
8.1
|
Amortisation of acquired
intangibles
|
54.2
|
52.6
|
Foreign exchange loss /
(gain)
|
4.2
|
(25.2)
|
Share benefit credit
|
(0.1)
|
(1.2)
|
Total Adjustments before tax
|
66.4
|
34.3
|
Tax on
adjustments
|
(19.7)
|
(12.9)
|
Total Adjustments
|
46.7
|
21.4
|
|
|
|
Total exceptional items and adjustments
|
113.3
|
44.3
|
Operating exceptional items in the year totalled £66.6m in H1 2024
compared to £22.9m in H1 2023.
Exceptional items are defined as
those items which are considered one-off or material in size or
nature to be brought to attention to better understand the Group's
financial performance. Refer to note 3 to the condensed financial
statements for further detail.
The Group has incurred a total of
£29.8m (H1 2023: £21.9m) of costs relating to the integration
programme, including £10.6m (H1 2023: £6.6m) of platform
integration costs, £1.0m (H1 2023: £3.2m) of legal and professional
costs, £9.7m (H1 2023: £5.2m) of redundancy costs, £3.6m of
relocation and HR related expenses, £3.7m (H1 2023: £2.7m) of
employee incentives as part of the integration of William Hill and
888.
The Group has incurred £41.0m of
corporate transaction costs in H1 2024. The Group decided to
conclude its partnership with Authentic Brands Group to operate the
SI Sportsbook and SI Casino brands in the US, and as such has
incurred £39.8m of fees in relation to the closure of the US B2C
business in H1 2024. These costs include termination fees of
£38.6m, £4.4m of employment costs, £1.0m of costs for onerous
contracts and £0.5m of other M&A fees. The termination fees
include total amounts payable of $50.0m, $25.5m of which has been
paid in H1 24, and the remaining $24.5m which will be paid between
2027 and 2029 and has been discounted to its present value. These
costs have been offset by £4.7m of profit on sale of partner
databases. The remaining £1.2m relates to smaller M&A activity.
In H1 2023, the Group incurred legal and M&A costs of £0.5m in
relation to the disposal of its Latvia and Colombia
businesses.
Adjustments reflect items that are
recurring, but which are excluded from internal measures of
underlying performance to provide clear visibility of the
underlying performance across the Group, principally due to their
non-cash accounting nature. They are items that are therefore
excluded from Adjusted EBITDA, Adjusted PAT and Adjusted
EPS.
The amortisation of the specific
intangible assets recognised on acquisitions has been presented as
an adjusted item, totalling £54.2m (H1 2023: £52.6m) relating to
the William Hill acquisition. This amortisation is a recurring item
that will be recognised over its useful life.
The other items that have been
presented as adjusted items are foreign exchange losses of £4.2m
(foreign exchange gain of £25.2m in H1 2023), amortisation of
finance fees of £8.1m (£8.1m in H1 2023), and share based credits
of £0.1m (£1.2m in H1 2023).
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
Non-current assets decreased by
£61.4m to £2,237.1m compared to £2,298.5m at FY 2023, predominantly
due to amortisation of intangible assets, including goodwill, which
have decreased by £55.7m.
Current assets are £409.3m, a
decrease of £39.8m compared to £449.1m at FY 2023. Within this,
cash and cash equivalents decreased by £12.6m to £243.6m from
£256.2m, which includes £127.2m of customer deposits compared to
£127.8m at FY 2023. Excluding client funds, cash and cash
equivalents decreased by £12.0m from £128.4m in FY 2023 to £116.4m
in H1 2024.
Current liabilities increased by
£47.0m from £654.1m at FY 2023 to £701.1m at H1 2024. Trade and
other payables have increased by £26.9m to £401.6m due to an
increase in marketing spend and an increase in the accrual for
gaming taxes. Provisions increased by £2.6m from £78.5m at FY 2023
to £81.1m at H1 2024 primarily due to the onerous contract
provision recognised in relation to the exit of the US B2C
business. Furthermore, there are provisions of £63.1m for gaming
tax in Austria. Borrowing within current liabilities have increased
to £25.0m as a result of the drawdown of the revolving credit
facility.
Non-current liabilities were
£2,001.4m, a decrease of £12.2m from the balance of £2,013.6m at FY
2023. Deferred tax liability decreased by £26.0m to £130.9m, mainly
driven by the unwind of deferred tax on the acquisition accounting.
Additionally, provisions for customer claims of £104.8m relating to
William Hill and Mr Green brands are currently recognised as
non-current liabilities, together with a provision for costs
related to the US B2C closure of £16.4m.
Net liabilities of £56.1m was a
decrease of £136.0m compared to net assets of £79.9m at FY
2023.
CASH FLOWS
|
H1 2024
|
H1 2023
|
£'m
|
£'m
|
Cash generated from operating
activities before working capital
|
56.7
|
110.9
|
Working capital
movements
|
18.0
|
(16.6)
|
Net cash generated from operating
activities
|
74.7
|
94.3
|
Disposals
|
4.7
|
40.6
|
Capital expenditure
|
(32.9)
|
(33.3)
|
Net movement in borrowings incl
loan transaction fees
|
(2.5)
|
(21.2)
|
Loan received
|
25.0
|
-
|
Net interest paid
|
(77.3)
|
(73.4)
|
Other movements in cash incl
FX
|
(4.3)
|
(6.6)
|
Net cash (outflow)/inflow
|
(12.6)
|
0.4
|
|
|
|
Cash balance
|
243.6
|
318.0
|
Gross Debt
|
(1,753.2)
|
(1,755.0)
|
Net Debt
|
(1,727.1)
|
(1,660.2)
|
Overall, the Group had a cash
outflow of £12.6m in the period, compared to an inflow of £0.4m in
H1 2023. This resulted in a cash balance of £243.6m as at 30 June
2024 (£318.0m at 30 June 2023), although this included customer
deposits and other restricted cash of £127.2m such that
unrestricted cash available to the Group was £116.4m (H1 2023:
£187.7m).
Cash flow from operations was a
£74.7m inflow compared to an inflow of £94.3m in H1 2023, with the
H1 2024 inflow also reflecting positive working capital movements
in marketing and gaming tax accruals.
Disposals in H1 2024 of £4.7m
represents the sale of certain US B2C customer databases in
Virginia and New Jersey. H1 2023 of £40.6m represented the proceeds
on the sale of non-core assets including the Latvia business and
the sale and leaseback of certain freeholds.
Capital expenditure was £32.9m in
H1 2024 (£33.3m in H1 2023) with continued investment in product
development.
Included within net movement in
borrowings is the movements relating to the recent refinancing with
£381.5m repaid on the Euro TLA debt and £400.0m received as part of
the new GBP fixed rate notes. Furthermore, there was £19.0m of
payments of lease liabilities and £2m principal payment related to
the USD Term Loan B.
As at 30 June 2024, £25.0m was
drawn on the RCF, with £175.0m undrawn facilities
available.
Net interest paid of £77.3m
(£73.4m in H1 2023) predominantly related to the borrowings
undertaken.
Other movements included £1.5m
further investment in the Group's joint ventures, with £1.3m to 888
Emerging and £0.2m to 888 Africa, as well as foreign exchange
differences on retranslation of £2.8m.
NET DEBT
|
H1 2024
|
FY 2023
|
£'m
|
£'m
|
Borrowings
|
(1,683.9)
|
(1,661.1)
|
Loan transaction fees
|
(69.3)
|
(96.6)
|
Gross Borrowings
|
(1,753.2)
|
(1,757.7)
|
Lease liability
|
(90.3)
|
(87.6)
|
Cash (excluding customer
balances)
|
116.4
|
128.4
|
Net Debt
|
(1,727.1)
|
(1,716.9)
|
|
|
|
Last Twelve Months (LTM) Adjusted
EBITDA
|
268.2
|
308.3
|
|
|
|
Leverage
|
6.4x
|
5.6x
|
The gross borrowings balance as at
30 June 2024 was £1,753.2m (£1,757.7m in FY 2023). The earliest
maturity of this debt is in 2026, which is £11m, with most of the
debt maturing across 2027 to 2030 following the refinancing to
extend out the maturity of £400m by two years to 2030. In addition
to this, the Group has access to a £200m Revolving Credit Facility,
with £150m available until 2028 and the recent additional facility
of £50m available through to December 2025, which was drawn down by
£25m at 30 June 2024 (undrawn at December 2023).
The debt is across GBP sterling,
Euro and US Dollar; with 26% (H1 2023: 49%) of the debt in Euro;
67% (H1 2023: 44%) in GBP and 7% in USD (H1 2023: 7%). The Group
has undertaken hedging activities such that 91% (H1 2023: 70%) of
the interest is at fixed rates and 9% (H1 2023: 30%) at floating
rates.
Loan transaction fees have reduced
from £96.6m to £69.3m reflecting the amortisation of finance fees
which includes an indemnity as part of the refinancing.
The net debt balance at 30 June
2024 was £1,727.1m with a net debt to Adjusted EBITDA ratio of
6.4x. This compares to £1,716.9m and 5.6x respectively as at 31
December 2024 with lower LTM Adjusted EBITDA impacting
leverage.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and
uncertainties that are considered to have a potentially material
impact on the Group's future performance, sustainability and
strategic objectives are set out below. The principal risks and
uncertainties are consistent with those defined in the 2023 Annual
Report, available at https://evokeplc.com.
This list is not exhaustive but
encompasses management's assessment of those risks which require
considered response at this time.
Regulatory and Compliance
Risks
Compliance with regulatory
requirements is critical to maintaining the Group's licences,
protecting our customers and driving growth. With most of our
revenue generated from licensed jurisdictions and more countries
looking to regulate, the importance of such licenses to the
business is constantly increasing.
Our strategic focus is on
regulated markets, as these represent the best opportunity for
sustainable growth as regulation drives better outcomes for
customers, for the business, and for wider
stakeholders.
The integrity of our privacy and
data protection framework, including the holding and processing of
personal data, is crucial to ensure compliance with our regulatory
obligations and build customer trust.
The Group accepts that regulatory
compliance risks may be present in the ordinary course of business,
however the enterprise risk management approach allows us to
identify these as they arise and implement mitigations and controls
targeted at removing and reducing these risks and, where possible,
improving player experience, regulatory transparency and
stakeholder engagement. The growing complexity of the Company's
regulatory footprint means a robust understanding of the legal, and
regulatory position in key locations worldwide is crucial to
mitigating this risk combined with strong relationships with
regulators.
Anti-Money Laundering (AML)
Risk
Ensuring compliance with
regulatory requirements and the prevention of money laundering is
critical to maintaining our licences. We are committed to combating
financial crime and ensuring that proceeds of crime do not enter
the business.
The EU Supranational Risk
Assessment 2022 estimates the risk level for online gambling is
very high for both money laundering and terrorist financing in the
absence of controls. Therefore, we make every effort to ensure that
controls related to AML and CFT are robust and reviewed regularly
to provide assurance.
Brand & Reputational
Risks
The Group relies on its
world-class brands across its key markets, with brand reputation
being a key driver of customer choice. As such, maintaining a
strong reputation is critical to the ongoing success of the
Group.
In various regions where our
business operates, there is an ongoing trend towards the
enhancement of regulations focused on safer gambling and the
protection of consumers. This trend is particularly aimed at
safeguarding underage individuals and players who are vulnerable or
at heightened risk of harm.
Media reporting on the industry
has seen continuing and increased criticism of how individual
customers have been treated. This has led to further calls for
additional regulation, particularly around responsible gambling,
affordability and advertising. Any failure to ensure the business
is fully compliant would result in significant reputational damage,
in addition to sanctions imposed by regulators.
ESG Risks
The Group is dedicated to
implementing and maintaining robust policies, procedures, and
controls that ensure the effective delivery of our Environmental,
Social, and Governance (ESG) objectives.
ESG issues include risks such as
climate change, player protection, diversity & inclusion,
cybersecurity concerns and social responsibility not just to
employees and customers but also to the communities where the
business bases its operations and retail outlets. ESG risks,
particularly those related to climate, often present unique
characteristics distinct from other types of risk. They are
typically marked by a lack of extensive historical data and exhibit
non-linear patterns, complicating their forecasting and management
efforts.
The Group's strategic focus is on
protecting our players from gambling related harm, creating an
engaging and inclusive environment where colleagues can thrive and
protecting the environment by achieving net zero direct carbon
emissions by 2030.
Market
Risks
The acquisition of William Hill
was funded through various means, including significant debt
facilities. The Group has implemented a series of hedging
strategies, securing approximately 70% of our interest costs at
fixed rates for the next two years, while also aligning the
currency composition of our debt more closely with that of the
Group's financial profile. Despite these measures, the Group
remains susceptible to risks associated with changes in interest
rates and currency values. Such fluctuations could elevate our
borrowing costs, potentially diverting financial resources away
from critical areas such as growth initiatives, marketing efforts,
and the development and launch of new products and
projects.
The Group is also exposed to
foreign exchange rate fluctuations and risks in its financial
reporting. A substantial part of the Group's deposits and revenues
are generated in GBP, EUR and other currencies, whilst the Group's
operating expenses are largely incurred in local currencies,
primarily GBP, EUR, ILS and USD with incremental exposure to
operating expenses in Swedish krona and Polish zloty. The Group
also has debt servicing costs which are denominated in USD and EUR,
partially hedged in GBP.
Liquidity & Capital
Management
Liquidity risk is the risk that
the Group has insufficient funds available to settle its
liabilities as they fall due. The Group generates strong operating
cash flows and aims to maintain sufficient cash balances to meet
its anticipated working capital requirements based on regularly
updated cash flow forecasts. Liquidity requirements that cannot be
met from operational cash flow or existing cash resources would be
satisfied by drawings under the Group's revolving credit facility
and overdraft facility.
We fund our investments in people,
product, marketing, and technology with positive cash flows
generated from our trading activities and its available cash
resources. As the business continues to invest in strengthening its
core capabilities there could be increased need to reduce operating
costs and improve liquidity by removing duplications, delivering
best in class and scalable shared functions, and driving efficiency
to reinvest in growth.
People
Risk
Our colleagues across all our
business functions are vital to ensuring our day-to-day operations
are undertaken efficiently and effectively and to the successful
delivery of our strategic business objectives. Competition for
highly qualified personnel is elevated in many of the locations in
which the Group is based. Ensuring our colleagues are well
remunerated, managed and supported is fundamental to the success of
the business.
The integration and operating
model changes following the acquisition of the William Hill have
introduced some uncertainty for our colleagues across the business,
which does carry a risk with regard to staff retention in
particular, but also recruitment in the short term.
Third Party
Risk
To effectively deliver our
products and services to customers the Group has reliance upon
certain critical suppliers of technology, payment services,
marketing, gaming products, sports content and media. The effective
management of critical third-party relationships and performance is
key to delivering our strategic objectives. Any failure of our
suppliers to provide services to us may have a significant adverse
impact on our own operations.
The Group also has certain
strategic partnerships where we supply third party operators with
business to business (B2B) gambling services in the United States.
Any risks to our B2B partnerships or meeting our contractual
obligations with them must be managed to ensure the long-term
viability of our operations linked to these relationships, and to
ensure we can meet our strategic growth
targets.
Information Security
Risks
There is an ongoing risk that
cyber-attacks, such as Distributed Denial of Service (DDoS) by
malicious third parties, could impact our technology systems and,
consequently, our operations. This risk extends to the potential
theft or misuse of customer and business data by both internal and
external entities.
Cyber-attacks leading to data
theft could expose the Group to "ransom" demands or regulatory
sanctions including fines and reputational damage, which could lead
to loss of customer confidence in the business.
The loss of availability of our
technology and communication systems, or those in our key
suppliers' infrastructure could cause significant disruption and
cost to the business, and lead to revenue loss both during the
incident and in the aftermath if customers move their business to
our competitors. Lengthy down-time could also cause us to breach
regulatory obligations.
Product &
Technology
As a company, we acknowledge the
importance of innovation and digital transformation, and we
recognize that these initiatives come with inherent risks. We
recognize that consolidating multiple systems can be complex and
challenging and may lead to potential disruptions in our
operations.
In pursuing our goal of building
one unified global scalable technology platform, we understand that
it requires us to take on higher levels of risk in the short term.
However, we believe that the potential rewards outweigh the risks.
By creating a unified platform, we will be able to streamline our
operations, improve efficiency, and enhance our ability to respond
to changing market conditions.
We recognize the importance of
developing high-quality products to meet the evolving needs of our
customers, however, acknowledge that this comes with inherent
risks. We understand that product and content development require
significant investments in resources, time, and expertise.
Additionally, the fast-paced and constantly changing nature of the
market may require us to take on higher levels of risk in the short
term.
Condensed Consolidated Income Statement
For the six months ended 30 June 2024
|
|
Six months
ended
30 June
|
Six months
ended
30 June
|
|
|
2024
|
2023
|
|
|
£m
|
£m
|
|
Note
|
(unaudited)
|
(unaudited)
|
|
|
|
|
Revenue
|
2
|
862.0
|
881.6
|
|
|
|
|
Gaming duties
|
|
(196.8)
|
(190.9)
|
Other cost of sales
|
|
(105.0)
|
(103.1)
|
Cost of sales
|
|
(301.8)
|
(294.0)
|
Gross profit
|
|
560.2
|
587.6
|
|
|
|
|
Marketing expenses
|
|
(154.2)
|
(138.2)
|
Operating expenses
|
|
(402.4)
|
(400.2)
|
Share of post-tax profit of equity
accounted associate
|
|
-
|
0.6
|
Exceptional items - operating
expenses
|
3
|
(70.8)
|
(25.4)
|
Operating (loss)/profit
|
|
(67.2)
|
24.4
|
|
|
|
|
Adjusted EBITDA1
|
|
115.5
|
155.6
|
Exceptional items - operating
expenses
|
3
|
(70.8)
|
(25.4)
|
Foreign exchange
differences
|
|
(1.0)
|
(0.6)
|
Share benefit credit
|
|
0.1
|
1.2
|
Depreciation and
amortisation
|
|
(111.0)
|
(106.4)
|
Operating (loss)/profit
|
|
(67.2)
|
24.4
|
|
|
|
|
Finance income
|
|
2.6
|
2.3
|
Finance expenses
|
5
|
(82.4)
|
(71.9)
|
|
|
|
|
Loss before tax
|
|
(147.0)
|
(45.2)
|
Taxation
|
6
|
3.8
|
12.7
|
|
|
|
|
Loss after tax
|
|
(143.2)
|
(32.5)
|
Loss per share
Basic (pence)
|
4
|
(31.9)
|
(7.3)
|
Diluted (pence)
|
4
|
(31.9)
|
(7.3)
|
|
|
|
|
|
1 Adjusted EBITDA is an Alternative Performance Measure ("APM")
which does not have an IFRS standardised meaning. Refer to Appendix
1 - Alternative performance measures in the Group's 2023 annual
report for further detail.
Condensed Consolidated Statement of Comprehensive
Income
For the six months ended 30 June 2024
|
Six months
ended
30 June
|
Six months
ended
30 June
|
|
2024
|
2023
|
|
£m
|
£m
|
|
(unaudited)
|
(unaudited)
|
|
|
|
Loss for the period
|
(143.2)
|
(32.5)
|
|
|
|
Items that may be reclassified subsequently to profit or
loss
|
|
|
Exchange differences on
translation of foreign operations
|
(1.9)
|
(5.1)
|
|
|
|
Items that will not be reclassified to profit or
loss
|
|
|
Movement in cash flow hedging
position
|
9.1
|
23.7
|
Total other comprehensive income for the
period
|
7.2
|
18.6
|
Total comprehensive loss for the period attributable to
equity holders of the parent
|
(136.0)
|
(13.9)
|
Condensed Consolidated Statement of Cash
Flows
For the six months ended 30 June 2024
|
|
Six months
ended
30 June
|
Six months
ended
30 June
|
|
|
2024
|
2023
|
|
|
£m
|
£m
|
|
Note
|
(unaudited)
|
(unaudited)
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
Loss before tax
|
|
(147.0)
|
(45.2)
|
Adjustments for:
|
|
|
|
Depreciation
|
|
22.1
|
21.2
|
Amortisation
|
|
88.9
|
85.2
|
Finance income
|
|
(2.6)
|
(2.3)
|
Finance expenses
|
5
|
82.4
|
71.9
|
Income tax paid
|
|
(10.7)
|
(11.6)
|
Share of post-tax loss of equity
accounted associate
|
|
-
|
(0.6)
|
Non-cash exceptional
items
|
|
20.3
|
2.1
|
Profit on sale of US partner
databases
|
3
|
(4.7)
|
-
|
Movement on ante post and other
financial derivatives
|
|
9.6
|
(4.1)
|
Gain on disposal of freehold
properties via sale and leaseback
|
|
-
|
(3.2)
|
Gain on disposal of property,
plant and equipment
|
|
(1.5)
|
(1.3)
|
Share benefit credit
|
|
(0.1)
|
(1.2)
|
|
|
56.7
|
110.9
|
|
|
|
|
Decrease in receivables
|
|
8.0
|
27.2
|
Decrease in customer
deposits
|
|
(0.6)
|
(11.0)
|
Increase/(decrease) in trade and
other payables
|
|
12.8
|
(31.8)
|
Decrease in provisions
|
|
(2.2)
|
(1.0)
|
|
|
|
|
Net cash generated from operating
activities
|
|
74.7
|
94.3
|
Cash flows from investing activities
|
|
|
|
Acquisition of property, plant and
equipment
|
|
(1.2)
|
(5.2)
|
Proceeds received from sale of
player databases
|
3
|
4.7
|
-
|
Proceeds on disposal of property,
plant and equipment
|
|
2.0
|
0.5
|
Proceeds on disposal of Latvia
business
|
|
-
|
18.6
|
Proceeds on sale and leaseback of
freehold properties
|
|
-
|
22.0
|
Loans to
related parties
|
|
(1.5)
|
(2.6)
|
Interest received
|
|
1.4
|
1.7
|
Internally generated intangible
assets
|
|
(33.7)
|
(28.6)
|
Net cash (used in)/from investing
activities
|
|
(28.3)
|
6.4
|
Cash flows from financing activities
|
|
|
|
Payment of lease
liabilities
|
|
(19.0)
|
(19.2)
|
Interest paid
|
|
(78.7)
|
(75.1)
|
Drawdown on revolving credit
facility
|
7
|
25.0
|
-
|
Loans repaid on debt
refinancing
|
7
|
(381.5)
|
-
|
Loans received on debt
refinancing
|
7
|
400.0
|
-
|
Repayment of loans
|
|
(2.0)
|
(2.0)
|
Net cash used in financing activities
|
|
(56.2)
|
(96.3)
|
|
|
|
|
Net (decrease)/increase in cash and cash
equivalents
|
|
(9.8)
|
4.4
|
Net foreign exchange difference
|
|
(2.8)
|
(4.0)
|
Cash and cash equivalents at the
beginning of the period
|
|
256.2
|
317.6
|
|
|
|
|
Cash and cash equivalents at the end of the
period
|
|
243.6
|
318.0
|
The notes below form part of these
condensed consolidated financial statements.
Notes to the Condensed Consolidated Financial
Statements
1 Basis of preparation and
accounting policies
1.1 Basis of preparation
The annual financial statements of
the Group will be prepared in accordance with UK adopted
international accounting standards. The condensed set of financial
statements included in this half-yearly financial report has been
prepared in accordance with UK adopted International Accounting
Standard 34, "Interim Financial Reporting" and with the Disclosure
and Transparency Rules of the Financial Conduct Authority. The
interim condensed consolidated financial statements do not include
all the information and disclosures required in the Group's annual
audited consolidated financial statements and should be read in
conjunction with the Group's annual audited consolidated financial
statements for the year ended 31 December 2023.
The comparatives for the year
ended 31 December 2023 are not the Group's full statutory accounts
for that year. A copy of the statutory accounts for that year has
been delivered to the Registrar of Companies in Gibraltar and is
also available from the Company's website. The auditor's report on
those accounts was unqualified and did not contain statements under
Section 257(1) (a) and Section 258(2) of the Gibraltar Companies
Act.
The condensed consolidated set of
financial statements included in this half-yearly financial report
have been reviewed, not audited, and do not constitute statutory
accounts.
Further information relating to
significant events during the period is provided in the Financial
Review section.
The significant accounting
policies applied in the consolidated financial statements in the
prior year have been applied consistently in these consolidated
financial statements.
Going concern
Background
The financial statements have been
prepared using the going concern basis of accounting. As at 30 June
2024, the Group had net liabilities of £56.1m (31 December 2023: £79.9m net assets) and incurred a
statutory loss before tax of £147.0m during the six months to 30
June 2024 (six months to 30 June 2023: £45.2m loss). The Group also
had net current liabilities of £291.8m (31 December 2023:
£205.0m).
Business planning and performance
management
The Group has robust forecasting
and monitoring processes which consist of weekly monitoring and
careful management of liquidity, an annual budget with monthly
reforecasts and a long-term plan, which generates income statement
and cash flow projections for assessment by management and the Board. Forecasts are regularly compared
with prior forecasts and current trading to identify variances and
understand their future impact so management can act where
appropriate. Analysis is undertaken to review, and sense check the
key assumptions, including the integration and transformation
programmes, underpinning the forecasts.
Whilst there are risks to the
Group's trading performance, the Group has established risk
management processes to identify and mitigate risks, and such risks
have been considered when undertaking the going concern evaluation
for the period to 31 December 2025.
The Group's future prospects
The Group meets its day-to-day
working capital requirements from the positive cash flows generated
by its trading activities and its available cash resources. The
Group holds cash and cash equivalents excluding customer balances
and restricted cash of £116.4m as at 30 June 2024 (31 December
2023: £128.4m). In addition to this the Group has access, until
January 2028, to a £150m Revolving Credit Facility, of which £25m
is currently drawn down, and an additional £50m Revolving Credit
Facility until December 2025 which is currently undrawn.
The Group has significant debt
arrangements resulting from the funding of the acquisition of the
William Hill business. Other than an annual $5.0m repayment on the
TLB facility, no borrowings are due within the period of the going
concern evaluation or in the period soon after it. The next due
date on the Group's debt is in 2026 and the majority is repayable
between 2027 and 2030. The Group's Revolving Credit Facility
contains a Net Leverage covenant which is not restrictive in the
base case, downside or reverse stress test scenarios. The remainder
of the Group's debt does not contain any financial covenants.
During the period, the Company has entered into an additional
multicurrency revolving credit facility in aggregate principal
amount of £50.0m, with a maturity date of 31 December
2025.
The Group's forecasts, for the
going concern evaluation period to 31 December 2025, based on
reasonable assumptions including, in the base case, a small decline
in 2024 adjusted EBITDA, indicate that the Group will be able to
operate within the level of its currently available and expected
future facilities for this period to 31 December 2025. Under the
base case forecast, the Group has sufficient cash reserves and
available facilities to enable it to meet its obligations as they
fall due, for this going concern evaluation period to 31 December
2025.
The Group has also assessed a
range of downside scenarios to evaluate whether any material
uncertainty exists relating to the Group's ability to continue as a
going concern. The forecasts and scenarios consider severe but
plausible downsides that could impact the Group, which are linked
to the business risks identified by the Group. These scenarios,
both individually and in combination, have enabled the Directors to
conclude that the Group has adequate resources to continue to
operate for the foreseeable future.
Specifically, the Directors have
given careful consideration to the regulatory and legal environment
in which the Group operates. Downside sensitivities have been run,
individually and in aggregate, to assess the impact of the
following scenarios:
· Reductions in profitability for the Group of 10% to reflect
potential regulatory, macroeconomic and competitive
pressures;
· An
increase in interest expense as a result of higher interest rates
on the Group's remaining floating rate debt;
· The
phasing of cash outflows relating to regulatory and other
provisions and accrual settlements; and
· A
10% increase in the Group's capex spend as a result of execution
delays or product overspends.
Management has performed a
separate reverse stress test to identify the conditions that would
be required to compromise the Group's liquidity. Having done so,
management has identified further actions to conserve or generate
cash to mitigate any impact of such a scenario occurring.
Management has calculated mitigating cost savings that can be
implemented by reducing variable operating expenditure, excluding
marketing, to offset a reduction in cash generation resulting from
lower profitability. Following these actions, the Group could
withstand a decrease in forecast adjusted EBITDA of 32.9%.
The Board considers the likelihood of a decline of this
magnitude to be remote. Other initiatives,
including a reduction in marketing spend, as well as those not
directly in the Group's control at the date of approval of these
financial statements could be considered, including the disposal of
non-core assets and investments.
Conclusion
Based on the above considerations,
the Directors continue to adopt the going concern basis in
preparing these financial statements.
1.2 New standards, interpretations and
amendments adopted by the Group
The accounting policies and
methods of computation adopted in the condensed consolidated
half-yearly financial information are consistent with those
followed in Group's full financial statements for the year ended 31
December 2023, except for the adoption of new standards effective
as of 1 January 2024.
Several new and amendments to
existing International Financial Reporting Standards and
interpretations, issued by the IASB and adopted in the UK, were
effective from 1 January 2024 and have been adopted by the Group
during the period with no significant impact on the consolidated
results or financial position of the Group.
1.3 New standards that have not been adopted by the
Group as they were not effective for the period
Several new standards and
amendments to existing International Financial Reporting Standards
and interpretations, issued by the IASB and adopted, or subject to
endorsement, in the UK, will be effective from 1 January 2025
onwards and have not been adopted by the Group during the period.
At this stage management are still assessing the full impact on the
consolidated results or financial position of the Group. None are
expected to have a material impact on the consolidated financial
statements in the period of initial application.
1.4 Critical accounting judgements and key
sources of estimation uncertainty
In the application of the Group's
accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
key sources of estimation, uncertainty and judgement applied in the
preparation of the Interim Condensed Consolidated Financial
Statements are consistent with those applied in the financial
statements of the group for the year ended 31 December 2023, as
disclosed in note 1 of those statements.
1.5 Fair value measurements
The Group considers that the book
value of the financial assets and liabilities, approximates to
their fair value.
There were no changes in valuation
techniques or transfers between categories in the
period.
2 Segment
information
The Board has reviewed and
confirmed the Group's reportable segments in line with the guidance
provided by IFRS 8 'Operating Segments'. The segments disclosed
below are aligned with the reports that the Group's Chief Executive
Officer and Chief Financial Officer as Chief Operating Decision
Makers review to make strategic decisions.
The Retail segment comprises all
activity undertaken in LBOs including gaming machines. The UK&I
Online segment comprises all online activity, including sports
betting, casino, poker and other gaming products along with
telephone betting services that are incurred within the UK and
Ireland. The International segment comprises all online activity,
including sports betting, casino, poker and other gaming products
along with telephone betting services that are incurred within all
territories excluding the UK. There are no inter-segmental sales
within the Group.
Segment performance is shown on an
adjusted EBITDA basis, with a reconciliation from adjusted EBITDA
to statutory results for clarity. Information for the period ended
30 June 2024 is as follows:
Six months ended 30 June 2024
|
Retail
|
UK&I
Online
|
International
|
Corporate
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue1
|
258.4
|
338.6
|
265.0
|
-
|
862.0
|
Gaming duties and other cost
of sales
|
(56.3)
|
(132.3)
|
(112.9)
|
-
|
(301.5)
|
Adjusted Gross Profit
|
202.1
|
206.3
|
152.1
|
-
|
560.5
|
Marketing
|
(4.4)
|
(99.1)
|
(50.2)
|
-
|
(153.7)
|
Contribution
|
197.7
|
107.2
|
101.9
|
-
|
406.8
|
Operating
expenses
|
(159.7)
|
(63.5)
|
(61.3)
|
(6.8)
|
(291.3)
|
Adjusted EBITDA
|
38.0
|
43.7
|
40.6
|
(6.8)
|
115.5
|
Depreciation
|
|
|
|
|
(22.1)
|
Amortisation (excluding
acquired intangibles)
|
|
|
|
|
(34.7)
|
Amortisation of acquired
intangibles
|
|
|
|
|
(54.2)
|
Exceptional items
|
|
|
|
|
(70.8)
|
Share benefit
credit
|
|
|
|
|
0.1
|
Foreign exchange
|
|
|
|
|
(1.0)
|
Finance expenses
|
|
|
|
|
(82.4)
|
Finance income
|
|
|
|
|
2.6
|
Loss before tax
|
|
|
|
|
(147.0)
|
1 Revenue recognised
under IFRS 9 is £258.4m in Retail, £338.6m in UK&I Online
and £254.7m in International. Revenue
recognised under IFRS 15 is £nil in Retail, £nil in UK&I Online
and £10.3m in International.
Six months ended 30 June 2023
|
Retail
|
UK&I
Online
|
International
|
Corporate
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue1
|
279.4
|
335.9
|
266.3
|
-
|
881.6
|
Gaming duties and other cost
of sales
|
(60.2)
|
(128.3)
|
(103.2)
|
-
|
(291.7)
|
Adjusted Gross Profit
|
219.2
|
207.6
|
163.1
|
-
|
589.9
|
Marketing
|
(3.1)
|
(82.9)
|
(52.1)
|
-
|
(138.1)
|
Contribution
|
216.1
|
124.7
|
111.0
|
-
|
451.8
|
Operating
expenses
|
(155.3)
|
(65.7)
|
(57.9)
|
(17.9)
|
(296.8)
|
Associate income
|
-
|
-
|
-
|
0.6
|
0.6
|
Adjusted EBITDA
|
60.8
|
59.0
|
53.1
|
(17.3)
|
155.6
|
Depreciation
|
|
|
|
|
(21.2)
|
Amortisation (excluding
acquired intangibles)
|
|
|
|
|
(32.6)
|
Amortisation of acquired
intangibles
|
|
|
|
|
(52.6)
|
Exceptional items -
operating expenses
|
|
|
|
|
(25.4)
|
Share benefit
credit
|
|
|
|
|
1.2
|
Foreign exchange
|
|
|
|
|
(0.6)
|
Finance expenses
|
|
|
|
|
(71.9)
|
Finance income
|
|
|
|
|
2.3
|
Loss before tax
|
|
|
|
|
(45.2)
|
1 Revenue recognised
under IFRS 9 is £279.4m in Retail, £335.9m in UK&I Online and
£259.2m in International. Revenue recognised under IFRS 15 is £nil
in Retail, £nil in UK&I Online and £7.1m in International.
3
Exceptional items and adjusted results
In determining the classification
and presentation of exceptional items we have applied consistently
the guidelines issued by the Financial Reporting Council ('FRC')
that primarily addressed the following:
· Consistency and even-handedness in classification and
presentation;
· Guidance on whether and when recurring items should be
considered as part of underlying results; and
· Clarity in presentation, explanation and disclosure of
exceptional items and their relevance.
In preparing these condensed
financial statements, we also note the European Securities and
Markets Authority ('ESMA') guidance on Alternative Performance
Measures (APM), including:
· Clarity of presentation and explanation of the
APM;
· Reconciliation of each APM to the most directly reconcilable
financial statement caption;
· APMs
should not be displayed with more prominence than statutory
financials;
· APMs
should be accompanied by comparatives; and
· The
definition and calculation of APMs should be consistent over
time.
We are satisfied that our policies
and practice conform to the above guidelines.
Adjusted
results
The Group reports adjusted
results, both internally and externally, that differ from statutory
results prepared in accordance with IFRS. These adjusted results,
which include our key metrics of adjusted EBITDA and adjusted EPS,
are considered to be a useful reflection of the underlying
performance of the Group and its businesses, since they exclude
transactions which impair visibility of the underlying activity in
each segment. More specifically, visibility can be impaired in one
or both of the following instances:
- a
transaction is of such a material or infrequent nature that it
would obscure an understanding of underlying outcomes and trends in
revenues, costs or other components of performance (for example, a
significant impairment charge); or
- a
transaction that results from a corporate activity that has neither
a close relationship to the Group's operations nor any associated
operational cash flows (for example, the amortisation of
intangibles recognised on acquisitions).
Adjusted results are used as the
primary measures of business performance within the Group and align
with the results shown in management accounts, with the key uses
being:
- management and Board reviews of performance against
expectations and over time, including assessments of segmental
performance (see note 2);
- in
support of business decisions by the Board and by management,
encompassing both strategic and operational levels of
decision-making
The Group's policies on adjusted
measures are consistently applied over time, but they are not
defined by IFRS and, therefore, may differ from adjusted measures
as used by other companies.
The Condensed Consolidated Income
Statement presents adjusted results alongside statutory measures.
We discriminate between two types of reconciling items: exceptional
items and adjusted items.
Exceptional
items
Exceptional items are those items
the Directors consider to be one-off or material in nature that
should be brought to the reader's attention in understanding the
Group's financial performance.
Exceptional items are as
follows:
|
Six months
ended
30 June
2024
|
Six months
ended
30 June
2023
|
|
£m
|
£m
|
Operating expenses
|
|
|
Integration and transformation
costs
|
29.8
|
21.9
|
Corporate transaction related
costs
|
41.0
|
0.5
|
Regulatory provisions
|
-
|
3.0
|
Exceptional items - operating expenses
|
70.8
|
25.4
|
Total exceptional items before tax
|
70.8
|
25.4
|
Tax on exceptional
items
|
(4.2)
|
(2.5)
|
Total exceptional items
|
66.6
|
22.9
|
Integration and
transformation costs
The Group has incurred a total of
£29.8m of costs relating to the integration programme, including
£10.6m of platform integration costs, £1.0m of legal and
professional costs, £9.7m of redundancy costs, £3.6m of relocation
and HR related expenses, £3.7m of employee incentives as part of
the integration of William Hill and 888, £0.8m for corporate
rebranding costs and £0.4m of technology integration
costs.
In H1 2023, there were a total of
£21.9m of costs relating to the integration programme, including
£6.6m of platform integration costs, £5.2m of redundancy costs,
£3.2m of legal and professional costs and £2.7m of employee
incentives as part of the integration of William Hill and
888.
Corporate transaction
related costs
The Group has incurred £41.0m of
corporate transaction costs in H1 2024. The Group decided to
conclude its partnership with Authentic Brands Group and has
incurred £39.8m of fees in relation to the closure of the US B2C
business in H1 2024. These costs include termination fees of
£38.6m, £4.4m of employment costs, £1.0m of costs for onerous
contracts and £0.5m of other M&A fees. The termination fees
include total amounts payable of $50.0m, $25.5m of which has been
paid in H1 24, and the remaining $24.5m which will be paid between
2027 and 2029 and has been discounted to its present value. These
costs have been offset by £4.7m of profit on sale of player
databases. The remaining £1.2m relates to smaller M&A
activity.
In H1 2023, the Group incurred
legal and M&A costs, in relation to the disposal of its Latvia
and Colombia businesses of £0.5m.
Regulatory
Provisions
In H1 2023, the Group recognised a
provision of £3.0m related to a regulatory settlement with the
Gibraltar regulator in relation to the previously disclosed
failings that were identified in our Middle East business. This has
been presented as an exceptional item given its one-off in
nature.
Adjusted
items
Adjusted items are recurring items
that are excluded from internal measures of underlying performance,
and which are not considered by the Directors to be exceptional.
This relates to the amortisation of specific intangible assets
recognised in acquisitions, amortisation of finance fees, fair
value gain of financial assets, foreign exchange and share benefit
charges. These items are defined as adjusted items as it is
believed it would impair the visibility of the underlying
activities across each segment as it is not closely related to the
businesses' or any associated operational cash flows. Each of these
items are recurring and occur in each reporting period and will be
consistently adjusted in future periods. Adjusted items are all
shown on the face of the Condensed Consolidated Income Statement in
the reconciliations of adjusted EBITDA and note 4 in the
reconciliation of adjusted profit after tax.
4
Earnings per share
Basic earnings per share
Basic earnings per share ('EPS') has been
calculated by dividing the profit attributable to ordinary
shareholders by the weighted average number of shares in
issue and outstanding during the period.
Diluted earnings per share
The weighted average number of
shares for diluted earnings per share takes into account all
potentially dilutive equity instruments granted, which are not
included in the number of shares for basic earnings per share.
Potential ordinary shares are excluded from the weighted average
diluted number of shares when calculating IFRS diluted loss per
share because they are not dilutive. The number of equity
instruments included in the diluted EPS calculation consist of
4,163,175 ordinary shares (H1 2023: 4,008,045)
and no market-value options (H1 2023: nil).
The number of equity instruments excluded from the diluted EPS
calculation is 4,761,585 (H1 2023: 1,070,379).
|
Six months
ended
30 June
|
Six months
ended
30 June
|
|
2024
|
2023
|
|
|
|
Loss for the period attributable
to equity holders of the parent (£m)
|
(143.2)
|
(32.5)
|
Weighted average number of
Ordinary Shares in issue
|
449,322,672
|
447,368,358
|
Effect of dilutive Ordinary Shares
and share options
|
4,163,175
|
4,008,045
|
Weighted average number of
dilutive Ordinary Shares
|
453,485,847
|
451,376,403
|
|
|
|
Basic (pence)
|
(31.9)
|
(7.3)
|
Diluted (pence)
|
(31.9)
|
(7.3)
|
Adjusted earnings per share
The Directors believe that EPS
excluding exceptional and adjusted items, tax on exceptional and
adjusted items ("Adjusted EPS") allows for a further understanding
of the underlying performance of the business and assists in
providing a clearer view of the performance of the
Group.
|
Six months
ended
30 June
|
Six months
ended
30 June
|
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Adjusted (loss)/profit
after tax
|
(29.9)
|
11.8
|
Weighted average number of
Ordinary Shares in issue
|
449,322,672
|
447,368,358
|
Weighted average number of
dilutive Ordinary Shares
|
453,485,847
|
451,376,403
|
|
|
|
Adjusted basic earnings per share
(pence)
|
(6.7)
|
2.6
|
Adjusted diluted earnings per
share (pence)
|
(6.7)
|
2.6
|
The table below highlights the measures used to achieve Adjusted
(loss)/profit after tax:
Adjusted (loss)/profit after tax
|
|
(29.9)
|
11.8
|
Exceptional items - operating
expenses
|
3
|
(70.8)
|
(25.4)
|
Amortisation of finance
fees
|
7
|
(8.1)
|
(8.1)
|
Amortisation of acquired
intangibles
|
|
(54.2)
|
(52.6)
|
Tax on exceptional and adjusted
items
|
|
23.9
|
15.4
|
Foreign exchange
|
|
(4.2)
|
25.2
|
Share benefit credit
|
|
0.1
|
1.2
|
Loss after tax
|
|
(143.2)
|
(32.5)
|
5 Finance
expenses
|
|
|
Six months
ended
30 June
|
Six months
ended
30 June
|
|
|
|
2024
£m
|
2023
£m
|
Interest expenses related to lease
liabilities
|
|
|
3.3
|
4.4
|
Interest on bank loans and
bonds
|
|
|
90.5
|
85.1
|
Hedging activities
|
|
|
4.1
|
7.6
|
Foreign exchange on financing
activities
|
|
|
(15.6)
|
(25.8)
|
Other finance charges and
fees
|
|
|
0.1
|
0.6
|
Total finance expenses
|
|
|
82.4
|
71.9
|
6 Taxation
Corporate
taxes
|
|
|
Six months
ended
30 June
2024
|
Six months
ended
30 June
2023
|
|
|
|
|
£m
|
£m
|
|
|
Current taxation
|
|
|
|
|
|
UK corporation tax at 25% (30 June
23: 23.5%)
|
|
-
|
0.2
|
|
|
Other jurisdictions
taxation
|
|
21.8
|
3.1
|
|
|
Adjustments in respect of prior
years
|
|
-
|
3.2
|
|
|
|
|
21.8
|
6.5
|
|
|
Deferred taxation
|
|
|
|
|
|
Origination and reversal of
temporary differences
|
|
(25.6)
|
(6.6)
|
|
|
Adjustments in respect of prior
years
|
|
-
|
(12.6)
|
|
|
|
|
(25.6)
|
(19.2)
|
|
|
|
|
|
|
|
|
Taxation credit
|
|
(3.8)
|
(12.7)
|
|
|
|
|
|
|
|
|
The Group recognised a tax credit
of £3.8m on loss before tax of £147.0m, giving an effective tax
rate of 2.6% (H1 2023: 28.1%). This rate is lower than the expected
UK statutory rate of 25% due to the lower effective tax rates
applied in Gibraltar, Spain and Malta and the reduced availability
of tax relief on costs incurred in the period, principally in
respect of interest costs in the UK for which no deferred tax asset
can be recognised. On an adjusted basis, that is, before
exceptional and adjusted items, the reduced availability of tax
relief on interest is driving a tax charge of £20.1m on a loss
before tax of £9.8m, giving an effective tax rate of 205.1% (H1 23:
18.5%).
The tax credits reported in this period reflect the impact of
Pillar Two income taxes of £3.3m. The UK has substantively
enacted Pillar Two which is effective for the Group's financial
year beginning on January 1, 2024. The assessment of the potential
exposure to Pillar Two income taxes is based on the information
available regarding the financial performance of the constituent
entities in the Group as forecast for the year ended 31 December
2024. Based on the assessment, the Group has identified
potential exposures in respect of profits earned in Gibraltar,
Malta, Ireland and Spain, arising from the constituent entities
(mainly licensed operating subsidiaries) in these jurisdictions
where the expected Pillar Two rate is below 15%.
The Pillar Two effective tax rate
is lower in these jurisdictions due to the Group being subject to
tax at effective rates lower than 15% in those countries (Gibraltar
at 12.5%, Spain at 12.5%, Ireland at 12.5% and Malta at 5% after
the distribution of
profits).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 months ended 30 June
2024
|
|
6 months ended 30 June
2023
|
|
|
Before exceptional items and
adjustments
|
Exceptional items /
adjustments
|
Total
|
|
Before exceptional items and
adjustments
|
Exceptional items /
adjustments
|
Total
|
|
|
£m
|
£m
|
£m
|
|
£m
|
£m
|
£m
|
|
Profit/(loss) before
tax
|
(9.8)
|
(137.2)
|
(147.0)
|
|
14.5
|
(59.7)
|
(45.2)
|
|
Tax (expense)/credit
|
(20.1)
|
23.9
|
3.8
|
|
(2.7)
|
15.4
|
12.7
|
|
Profit/(loss) for the
period
|
(29.9)
|
(113.3)
|
(143.2)
|
|
11.8
|
(44.3)
|
(32.5)
|
|
|
205.1%
|
17.4%
|
2.6%
|
|
18.5%
|
25.8%
|
28.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 months ended 30 June
2024
|
|
6 months ended 30 June
2023
|
|
Exceptional
items
|
Adjustments
|
Total
|
|
Exceptional
items
|
Adjustments
|
Total
|
|
£m
|
£m
|
£m
|
|
£m
|
£m
|
£m
|
Total exceptional items and
adjustments before tax
|
(70.8)
|
(66.4)
|
(137.2)
|
|
(25.4)
|
(34.3)
|
(59.7)
|
Tax on exceptional items and
adjustments
|
4.2
|
19.7
|
23.9
|
|
2.5
|
12.9
|
15.4
|
Total exceptional items and
adjustments
|
(66.6)
|
(46.7)
|
(113.3)
|
|
(22.9)
|
(21.4)
|
(44.3)
|
|
5.9%
|
29.7%
|
17.4%
|
|
9.7%
|
37.7%
|
25.8%
|
7 Borrowings
|
Interest
rate
|
Maturity
|
30 June
2024
|
31 December
2023
|
|
|
%
|
|
Borrowings at amortised cost
|
|
|
Bank facilities
|
|
|
|
|
|
€473.5m term loan
facility
|
EURIBOR
+ 5.5%
|
2028
|
-
|
385.6
|
|
$575.0m term loan
facility
|
CME term
SOFR + 5.35%
|
2028
|
405.1
|
401.6
|
|
£150.0m Equivalent Multi-Currency
Revolving Credit Facility
|
SONIA +
3.75%
|
2028
|
-
|
-
|
£50.0m Equivalent Multi-Currency
Revolving Credit Facility
|
SONIA +
3.75%
|
2025
|
25.0
|
-
|
|
Loan Notes
|
|
|
|
|
|
€582.0m Senior Secured Fixed Rate
Notes
|
7.56
|
2027
|
478.5
|
489.6
|
|
€450.0m Senior Secured Floating
Rate Notes
|
EURIBOR
+ 5.5%
|
2028
|
364.8
|
373.8
|
|
£400.0m Senior Secured Fixed Rate
Notes
|
10.75%
|
2030
|
400.0
|
-
|
£350.0m Senior Unsecured
Notes
|
4.75
|
2026
|
10.5
|
10.5
|
|
Total Borrowings
|
|
|
1,683.9
|
1,661.1
|
|
Less: Borrowings as due for
settlement in 12 months
|
|
|
28.9
|
3.9
|
|
Total Borrowings as due for settlement after 12
months
|
|
|
1,655.0
|
1,657.2
|
|
|
|
|
|
|
|
|
|
|
|
Bank
facilities
Term Loan Facilities
In July 2022, the Group entered
into a Senior Facilities Agreement in connection with the William
Hill Group acquisition, under which the following term loan
facilities were made available:
· a 6-year euro-denominated bullet term facility of
€473.5m.
· a 6-year sterling-denominated delayed-draw bullet term
facility of £351.8m which was partially drawn in September 2022
("GBP Term Loan") and used to partially prepay the William Hill
Group's £350.0m 4.75% Senior Unsecured Notes due 2026 and partially
prepay the Group's euro-denominated bullet term
facility.
· a 6-year US Dollar-denominated term facility of
$500.0m.
In December 2022, the GBP Term
Loan was repaid and partially replaced with an increase of $75.0m
under the Group's 6-year US Dollar-denominated term facility, with
the remaining amount replaced with senior secured fixed and
floating rate note issuances.
In May 2024, the group refinanced
the €473.5m euro-denominated term facility, of which €467.1m
remained outstanding by issuing a 10.75% £400.0m
sterling-denominated senior secured fixed rate note with maturity
in May 2030.
At 30 June 2024, the following
amounts remain outstanding under the term facilities made available
to the Group under the Senior Facilities Agreement:
- $566.3m (2023: $568.8m) under the Group's 6-year US
Dollar-denominated term facility.
Loan Notes
Senior Secured Notes
(i) €582m 7.558% Senior Secured Fixed Rate Notes due July
2027
In July 2022, as part of the
William Hill Group acquisition funding, the Group issued €400m of
guaranteed senior secured fixed rate notes and used the net
proceeds to finance the William Hill Group acquisition. The notes,
which are guaranteed by certain members of the Group and certain of
the Group's operating subsidiaries, mature in July 2027.
In December 2022, a further €182m
in principal amount was issued under the same terms as the initial
€400m issuance and used to partially refinance the GBP Term
Loan.
(ii) €450m Senior Secured Floating Rate Notes due July
2028
In July 2022, the Group issued
€300m of guaranteed senior secured floating rate notes and used the
net proceeds to partially finance the William Hill Group
acquisition. The notes, which are guaranteed by certain members of
the Group and certain of the Group's operating subsidiaries, mature
in July 2028.
In December 2022, a further €150m
in principal amount was issued under the same terms as the initial
€300m issuance to partially refinance the GBP Term Loan.
(iii) £400m 10.75% Senior Secured Fixed Rate Notes due May
2030
In May 2024, the Group issued
£400m of guaranteed senior secured fixed rate notes and used the
net proceeds to fully repay the €467.1m term loan borrowing. The
notes, which are guaranteed by certain members of the Group and
certain of the Group's operating subsidiaries, mature in May
2030.
Senior Unsecured Notes
£350m 4.75% Senior Unsecured Fixed Rate Notes due
2026
The Group acquired two separate
listed Senior Unsecured notes, due 2023 and 2026 respectively as at
1 July 2022. The acquisition triggered a
change in control and the exercise of a put option by a number of
Noteholders (refer below). The £350m
4.875% Senior Unsecured Notes due 2023 were settled in full and,
on 22 September 2022, Noteholders of
£339.5m out of £350.0m 4.75% Senior Unsecured Notes due 2026 took
the option to exercise. As a result, this reduced the £350.0m 4.75%
Senior Unsecured Notes due 2026 to £10.5m at 31 December 2023
(2022: £10.5m). The cash purchase price of both notes was equal to
101 per cent of the principal amount together with the interest
accrued.
Finance fees and associated costs
incurred on the issue of both notes were held in the William Hill
Statement of Financial Position at acquisition, which were
subsequently fair valued which led to an
increase of £7.1m, reflecting the current market price of the debt
at acquisition date. This is being amortised over the life of the respective notes using the
effective interest rate method.
Change of control
Following the occurrence of a
change of control, either (i) each lender under the Senior
Facilities Agreement shall be entitled to require prepayment of
outstanding amounts and cancellation of its commitments within a
prescribed time period or (ii) the Group may elect that all
outstanding undrawn commitments of each lender shall be cancelled,
and outstanding drawn commitments shall become due and
payable.
In addition, the Group will be
required to make an offer to purchase all of the Fixed Rate Notes,
the Floating Rate Notes and the 4.75% senior unsecured notes due
2026 as a result of such change of control at a price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest.
Drawn credit
facilities
At 30 June 2024, the Group had the
following available credit facilities:
£200m Equivalent Multi-Currency Revolving Credit
Facilities
In July 2022, as part of the
William Hill Group acquisition, the Group arranged a new
five-and-a-half-year maturity £150m multi-currency revolving credit
facility (maturing in January 2028) to be included in its overall
Senior Facilities Agreement. The drawn balance on this facility at
30 June 2024 was £25.0m (2023: nil).
In May 2024, the Group added a
further £50m one-an-a-half-year multicurrency revolving credit
facility to the Senior Facilities Agreement (maturing in December
2025).
Financial
Covenant
The Revolving Credit Facilities
are subject to a Senior Facilities Agreement whereby any applicable
revolving Incremental Senior Facilities (together the "Financial
Covenant Facilities") are tested at every reporting period to
ensure that they do not exceed a pre-agreed threshold to be agreed
with the Mandated Lead Arrangers prior to the entry into the Senior
Facilities Agreement.
There are no other financial
covenants on the group debt, therefore the directors are satisfied
that, at 30 June 2024, the net leverage ratio has not exceeded the
pre-agreed threshold and, as a consequence, the Financial Covenants
have not been breached.
Overdraft facility
In July 2022, as part of the
William Hill Group acquisition, the Group obtained an unsecured,
uncommitted overdraft facility with National Westminster Bank plc
of £5.0m. The balance on this facility at 30 June 2024 was £nil
(2023: £nil).
Borrowings
reconciliation
2024
Debt
|
Opening
1 January
2024
|
Inflows
|
Outflows
|
Non-cash
|
FX
|
Total
30 June
2024
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
2026 Senior Unsecured
Notes
|
10.5
|
-
|
-
|
-
|
-
|
10.5
|
€473.5m term loan
facility
|
385.7
|
-
|
(381.5)
|
0.9
|
(5.1)
|
-
|
$575.0m term loan
facility
|
401.7
|
-
|
(2.0)
|
3.9
|
1.5
|
405.1
|
€450.0m Senior Secured Floating
Rate Notes
|
374.0
|
-
|
-
|
1.5
|
(10.7)
|
364.8
|
£400.0m Senior Secured Fixed
Rate Notes
|
-
|
400.0
|
-
|
-
|
-
|
400.0
|
€582.0m Senior Secured Fixed Rate
Notes
|
489.2
|
-
|
-
|
1.8
|
(12.5)
|
478.5
|
£200.0m Revolving Credit
Facility
|
-
|
25.0
|
-
|
-
|
-
|
25.0
|
|
1,661.1
|
425.0
|
(383.5)
|
8.1
|
(26.8)
|
1,683.9
|
2023
Debt
|
Opening
1 January
2023
|
Outflows
|
Non-cash
|
FX
|
Total
31 December
2023
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
2026 Senior Unsecured
Notes
|
10.5
|
-
|
-
|
-
|
10.5
|
€473.5m term loan
facility
|
392.6
|
-
|
2.9
|
(9.8)
|
385.7
|
$575.0m term loan
facility
|
420.6
|
(4.0)
|
7.4
|
(22.3)
|
401.7
|
€582.0m Senior Secured Fixed Rate
Notes
|
498.7
|
-
|
2.9
|
(12.4)
|
489.2
|
€450.0m Senior Secured Floating
Rate Notes
|
379.9
|
-
|
3.6
|
(9.5)
|
374.0
|
|
1,702.3
|
(4.0)
|
16.8
|
(54.0)
|
1,661.1
|
8 Provisions
|
|
Indirect tax
provision
|
Legal and
regulatory
|
Shop closure
provision
|
Other
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 31 December 2023
|
|
62.8
|
116.4
|
3.6
|
0.5
|
183.3
|
Charged/(credited) to profit or
loss
|
|
|
|
|
|
|
Additional provisions
recognised
|
|
1.7
|
2.3
|
0.4
|
19.0
|
23.4
|
Provisions released to profit and
loss
|
|
-
|
-
|
(0.6)
|
(0.1)
|
(0.7)
|
Utilised during the
period
|
|
-
|
(1.1)
|
(1.2)
|
-
|
(2.3)
|
Foreign exchange
differences
|
|
(1.4)
|
(0.4)
|
-
|
-
|
(1.8)
|
At 30 June 2024
|
|
63.1
|
117.2
|
2.2
|
19.4
|
201.9
|
Customer claims provisions
of £104.4m (31 December 2023: £104.8m) within
legal and regulatory, and £16.4m of US termination costs (31
December 2023: £nil) within other are classified as non-current.
The remaining provisions are all classified as current.
Indirect tax provision
As part of the acquisition of
William Hill, the Group acquired a provision relating to a gaming
tax liability in Austria, where the Austrian tax authority believes
that foreign gaming companies should be liable to pay gaming taxes
in Austria. During the current reporting period, the Group has
continued to provide for the gaming taxes including interest, as
management considers that an outflow is probable. The Group is in
constructive discussions with the Austrian tax authority over the
timing of settlement.
Legal and regulatory provisions
The Group has a provision in
respect of legal and regulatory matters, including customer claims,
and updated it to reflect the Group's revised assessment of these
risks in light of developments arising during 2024 such that this
represents management's best estimate of probable cash outflows
related to these matters.
The industry in which the Group
operates is subject to continuing scrutiny by regulators and other
governmental authorities, which may, in certain circumstances, lead
to enforcement actions, sanctions, fines and penalties or the
assertion of private litigations, claims and damages.
In common with other businesses in
the gambling sector, the Group receives claims from consumers
relating to the provision of gambling services. Claims have been
received from consumers in a number of (principally European)
jurisdictions and allege either failure to follow responsible
gambling procedures, breach of licence conditions or that
underlying contracts in question are null and void given local
licencing regimes.
Consumers who have obtained
judgement against the Group's entities in the Austrian courts have
sought to enforce those judgements in Malta and Gibraltar. These
are being defended on the basis of a public policy argument. The
provisions held for the Group relating to these claims is £85.7m
(31 December 2023: £86.2m), which includes a provision of £79.4m
(31 December 2023: £80.6m) relating to the William Hill and Mr
Green brands and £6.3m (31 December 2023: £5.6m) relating to
888.
The calculation of the customer
claims liability includes provision for both legal fees and
interest but is gross of gaming tax. Management have assessed that
it is probable as opposed to virtually certain that the tax will be
reclaimed and therefore a contingent asset of up to £27.9m (31
December 2023: £28.0m) has been disclosed for the tax
reclaims.
The timing and amount of the
outflows will ultimately be determined by the settlement reached
with the relevant authority.
Across the legal and regulatory
provisions, the Group has utilised £1.1m of the overall provision
as claims have been settled during the period. In addition, a
further charge of £2.3m has been recognised to reflect the receipt
of new claims.
Shop closure provisions
The Group holds provisions
relating to the associated costs of closure of 713 shops in 2019,
119 shops in 2020, and certain shops that ceased to trade as part
of normal trading activities.
Other
£18.7m of this provision relates
to the provision of costs for the closure of the US B2C business.
The majority of this balance relates to termination payments. Refer
to Note 3 for more information on the close of the US B2C business.
The Group has also recognised certain provisions for staff
severance of £0.7m.
9 Financial
instruments
The hierarchy (as defined in IFRS
13 'Fair Value Measurement') of the Group's financial instruments
carried at fair value as at 30 June 2024 and 31 December 2023 was
as follows:
30 June 2024
|
Contractual / notional
amount
|
Level 1
|
Level 2
|
Level 3
|
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
888 Africa convertible
loan
|
7.3
|
-
|
-
|
11.3
|
Cross-currency swaps
|
380.8
|
-
|
1.7
|
-
|
Interest rate swaps
|
127.1
|
-
|
0.6
|
-
|
|
515.2
|
-
|
2.3
|
11.3
|
Financial liabilities
|
|
|
|
|
Cross-currency swaps
|
349.6
|
-
|
41.9
|
-
|
Interest rate swaps
|
-
|
-
|
0.1
|
-
|
Ante post bet
liabilities
|
-
|
-
|
-
|
6.2
|
|
349.6
|
-
|
42.0
|
6.2
|
31 December 2023
|
Contractual / notional
amount
|
Level 1
|
Level 2
|
Level 3
|
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
888 Africa convertible
loan
|
6.8
|
-
|
-
|
11.3
|
Cross-currency swaps
|
385.9
|
-
|
6.1
|
-
|
Interest rate swaps
|
130.1
|
-
|
-
|
-
|
|
522.8
|
-
|
6.1
|
11.3
|
Financial liabilities
|
|
|
|
|
Cross-currency swaps
|
351.9
|
-
|
45.0
|
-
|
Interest rate swaps
|
-
|
-
|
1.4
|
-
|
Ante post bet
liabilities
|
-
|
-
|
-
|
7.0
|
|
351.9
|
-
|
46.4
|
7.0
|
Ante post
bets
Ante post bets are a liability
arising from an open position at the period end date in accordance
with the Group's accounting policy for derivative financial
instruments. Ante post bets at the period end totalled £6.2m (31
December 2023: £7.0m) and are classified as current liabilities.
Ante post bet liabilities are
valued using methods and inputs that are not based upon observable
market data and all fair value movements are recognised in revenue
in the Income Statement. Although the final value will be
determined by future betting outcomes, there are no reasonably
possible changes to assumptions or inputs that would lead to
material changes in the fair value determined. The principal
assumptions relate to the Group's historical gross win margins by
betting markets and segments. Although these margins vary across
markets and segments, they are expected to stay broadly consistent
over time, only varying in the short term. The gross win margins
are reviewed annually at period end. As at 30 June 2024, the gross
win margins ranged from 2%-25%.
888 Africa convertible
loan
On 22 March 2022 the Group entered
into a joint venture agreement as 19.9% owners of 888 Africa
Limited ("888 Africa").
Whilst the Group's equity
contribution was not material, as part of the joint venture
shareholder agreement, the Group agreed to lend 888 Africa $7.9m
(£6.2m) as a senior secured convertible loan that can be converted
into 60.1% of 888 Africa issued and outstanding shares at the
Group's discretion. Because of the conversion option, the loan is
deemed to be a derivative financial asset under IFRS 9 'Financial
Instruments' and is held at fair value through profit and
loss.
As at 31 December 2023 the
convertible loan was fair valued using the market approach based on
forecast 2024 revenue in proven African markets. This resulted in a
fair value uplift of £4.1m within operating profit in the
Consolidated Income Statement in 2023. There has been no change in
the forecasts in the period and hence no change in the fair value
of the loan.
10 Related party
transactions
Transactions between the Company
and its subsidiaries, which are related parties, have been
eliminated on consolidation and are not disclosed in this note.
Transactions between the Group and its associate are disclosed
below.
Trading transactions
Associates and joint ventures
The Group holds an investment of
19.5% of the ordinary share capital of Sports Information Services
(Holdings) Limited (SIS). During the period, the Group made
purchases of £13.7m (six months ended 30 June 2023: £18.4m) from
Sports Information Services Limited, a subsidiary of Sports
Information Services (Holdings) Limited. At 30 June 2024, the
amount payable to Sports Information Services Limited by the Group
was £1.9m (31 December 2023: £nil).
During the period the Group made
loans totalling £0.2m (2023: £2.4m) to 888Africa as part of the
joint venture shareholder agreement. These loans incur interest at
12% per annum. During the period, the Group received £0.7m in
revenue from 888Africa for the use of the 888 brand. The total
outstanding loan balance including accrued interest is £7.4m as at
30 June 2024. During the period the Group also made loans totalling
£1.3m to 888 Emerging Limited, a joint venture of the Group (2023:
£1.8m).
Remuneration of key management
personnel
Transactions between the Group and
key management personnel in the first half of 2024 were limited to
those relating to remuneration previously disclosed as part of the
Director's Remuneration Report within the Group's 2023 Annual
report. There have been no other material changes to the
arrangements between the Group and key management personnel in the
period.
Statement of Directors' Responsibilities
The Directors confirm that to the
best of their knowledge:
· The
condensed set of financial statements, which has been prepared in
accordance with IAS 34 "Interim Financial Reporting" as issued by
the IASB and adopted by the
UK, gives a true and fair view of the assets,
liabilities, financial position and loss of the company and the
undertakings included in the consolidation as a whole.
· The
interim management report includes a fair review of the information
required by:
a) DTR 4.2.7R of the Disclosure Guidance and
Transparency Rules, being an indication of important events that
have occurred during the first six months of the financial year and
their impact on the condensed set of financial statements; and a
description of the principal risks and uncertainties for the
remaining six months of the financial year; and
b) DTR 4.2.8R of the Disclosure and Transparency
Rules, being related party transactions that have taken place in
the first six months of the current financial year and that have
materially affected the financial position or performance of the
entity during that period; and any changes in the related party
transactions described in the 2023 Annual Report and
Accounts.
The Directors of evoke
are:
Lord Jon Mendelsohn -
Non-Executive Chair
Per Widerström - Chief Executive
Officer
Sean Wilkins - Chief Financial
Officer
Anne De Kerckhove - Senior
Independent Director
Mark Summerfield - Independent
Non-Executive Director
Limor Ganot - Independent
Non-Executive Director
Andrea Gisle Joosen - Independent
Non-Executive Director
Ori Shaked - Non-Executive
Director
A list of the current Directors is
maintained on the evoke plc website: www.evokeplc.com.
By order of the Board of evoke
plc.
|
|
|
|
|
|
Per Widerström
|
|
Sean Wilkins
|
|
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|