Friday, October 14, 2011 : Deal with GVC worth Euro 142.5 million
It appears from stock exchange notifications this week that Sportingbet plc has reached agreement with fellow online gambling group GVC on the sale of its Turkish language website.
Sportingbet's Turkish activity has been frequently cited as a stumbling block for any attempts to buy the company by rival groups like 888poker and Ladbrokes.
In its stock exchange announcement, Sportingbet gives details of the deal as follows:
Proposed disposal of the Turkish language website and associated offshore assets for a minimum consideration of GBP 125 million in cash to East Pioneer Corporation B.V. which is supported by a services agreement with GVC Sports B.V., a subsidiary of GVC Holdings plc.
* The deal is structured to be a three year earn-out followed by a balancing final payment.
* Transaction is in line with the Sportingbet's strategy of increasing the proportion of net gaming revenue from regulated markets.
* After the sale, the regulated NGR of Sportingbet is expected to represent approximately 70 percent of total NGR in the current financial year, assuming the finalisation of regulation in the Spanish, Greek and Danish markets.
* Sportingbet is to use the proceeds of the sale to to enhance growth in the company's regulated markets, either by specific marketing investment or in-fill acquisitions, or investment in new geographies.
* The transaction is conditional on Sportingbet and GVC Holdings achieving shareholder approval and on GVC re-admission by 31 December 2011.
* The minimum consideration assumes that the sold business continues to perform in line with expectations following the disposal
Sportingbet's chief executive, Andrew McIver, commented: "Following this disposal, Sportingbet will derive the large majority of its earnings from regulated territories. The proceeds from the sale of this unregulated income stream will be used to drive forward the rest of the group.
"We have clearly shown our strategic intent and look to the future with confidence. The group's future is underpinned by the quality of our best in class global sportsbook and diversified business model."
The statement notes that Sportingbet will continue to provide the trading platform to GVC Sports on a transitional basis for a limited period until such time as GVC Holdings can provide such systems itself, or until the expiry of the relevant notice periods if triggered by any change of control provisions.
As part of the disposal, all customer facing assets of the Turkish business, including the related customer database and accounts, intellectual property and key employees, will be transferred to the purchaser. In addition, key contracts will be assigned to the purchaser where possible.
Since withdrawing from the US market in 2006, and settling with the US Justice Department regarding its pre-UIGEA activities (see previous InfoPowa reports) Sportingbet's directors have been intent on increasing the proportion of the group's gaming revenue from regulated markets.
"Sportingbet's strategy is to provide a first-class online sports betting product to a geographically-diverse customer base. Sportingbet supplements its principal activity in sports betting with secondary revenue streams from its casino, games and poker products," the statement notes.
"The [Turkish] disposal therefore represents the next logical step in this progressive strategy, building on the acquisition of Centrebet Pty Limited , which was implemented on 31 August 2011.
"Following the disposal, Sportingbet estimates that approximately 50 percent. of its net gaming revenues will be derived from regulated markets, principally Australia and the UK, with the potential to increase to approximately 70 percent following the expected finalisation of regulation in the Spanish, Greek, and Danish markets.
"Based on Sportingbet's experience in the regulated Australian market, while in the short term regulation and the implementation of the associated tax regimes are expected to reduce profitability, there is the opportunity to grow net profits in the medium term despite a greater cost base.
"The Board believes that, in addition to the successful negotiation of the Non-Prosecution Agreement with the United States Department of Justice and the recent acquisitions of Centrebet and two Danish businesses (Danbook Limited and Scandic Bookmakers Limited), the disposal will improve Sportingbet's risk profile by further increasing Sportingbet's mix of regulated income."
Under "information on the Turkish business", Sportingbet discloses:
"The business comprises Sportingbet's Turkish language website, www.superbahis.com, and associated offshore assets. In the financial year ended 31 July 2011, the business generated NGR of GBP 49 million, representing 24 percent. of the group total, and operating profit of GBP 35.2 million. As at 31 July 2011, the business had gross assets GBP 900 000, representing customer balances at that date.
The business has 26 employees, mainly consisting of inbound call service personnel. They will all transfer to the purchaser.
Information on the buyer includes:
"East Pioneer is a newly incorporated, Netherland Antilles company. It is owned by Sigma Corporate Management Inc, a corporate service provider incorporated and based in Panama. East Pioneer is backed by an individual with experience in the online gaming industry.
"GVC Holdings is the AIM quoted, Isle of Man holding company for the GVC Group. The GVC Group is primarily a European online gaming and sports betting group. Licensed in Malta and Curaçao, its principal brands are: CasinoClub, a leading online casino website for German-speaking markets; Betaland, a sportsbook and gaming site for Southern European customers; and Betboo, which was initially focused on the Brazilian market but since January 2011 has expanded into Turkish speaking markets. The GVC Group does not accept, and has never accepted, wagers from US customers.
"The GVC Group operates from offices in Israel, which provide customer services, marketing and operational support for CasinoClub, and Malta, which provide customer service and sports trading for Betaland as well as sports trading management for Betboo. Other operational support and customer services for Betboo are outsourced to third party providers in Latin America. The Maltese office also contains the central finance, IT and other support functions. In total, as at 31 December 2010, the GVC Group had some 84 employees and contractors.
"For the year to 31 December 2010 GVC Holdings reported a consolidated profit before tax and exceptional items of Euro 8.4 million on Net Gaming Revenue of Euro 54.9 million.
"GVC Sports, a wholly owned subsidiary of GVC Holdings, will provide East Pioneer with those services required to enable East Pioneer to operate the Business in the same way in which it is currently operated by Sportingbet. GVC Holdings has agreed to guarantee the obligations of East Pioneer under the Disposal Agreements, the Transitional Services Agreement, the Brand Licence and the Software Licence. East Pioneer and GVC Holdings are not related parties."