Ladies and gentlemen, thank you for standing by. I'm Polina, your course call operator. Welcome and thank you for joining the Allwin International Investor Conference Call and live webcast to present and discuss the full year 2025 preliminary results. At this time, I would like to turn the conference over to Mr. Robert Kvartal, CEO. Mr. Kvartal, you may now proceed.
Thank you very much and good morning to the U.S. So good afternoon, everyone in Europe, and welcome to Allwin International's full year 2025 earnings call. As always, I will walk you through key business developments and then hand over to Ken for some more detail on our numbers and financial developments. I will start with slide five in the deck that we shared and try to cover some of the highlights of what really was a pivotal year for Allwin. Not only did we significantly advance all areas of our growth strategy in 2025, driving good financial performance, but we also announced two transformative transactions, transformative both for us and for the industry. Starting with the financials, net revenues increased by 4% year on year in 2025, despite very strong performance in the prior year. As a reminder, 2024 growth for the comparability was 8% underlying with Euro 2024 championships and some favorable sports results and jackpot cycles supporting our performance that year. Our continued momentum in 2025 was driven by double-digit growth in iGaming and good growth in Lottery, which was itself driven by the digital channel. Alongside this, we saw more modest growth in sports betting, reflecting the very strong comparatives I referred to a moment ago, as well as exceptionally customer-friendly results in September and October. Moving to profitability, adjusted EBITDA was 4% higher year-on-year, with profit growth across all our businesses, aside from the impact of the new incentive and profitability mechanism on the UK National Lottery. This also benefited from some non-recurring effects, which Ken will provide more detail on to the tune of 2%, 2 percentage points. turning to strategy i think it's fair to say that we have been firing on all cylinders looking at organic growth we delivered further progress in digital completed major technology upgrades in the uk and continue to roll out a raft of exciting products from an inorganic perspective we agreed and have since completed the acquisition of a majority stake in price picks the leading daily fantasy sports operator in the U.S. We also executed further bolt-ons, including acquiring the remaining minorities in the fantastic Stichiman business, a market leader in Greece, and entering the German market. And as you all know well, we also announced the exciting plant combination with OPAF, which I'm very pleased to say we expect to complete by the end of March. so turning to the next slide slide six uh with that backdrop it's a good moment to briefly revisit our overall strategy to put last year in context this is basically the same strategy that we've been implementing since the foundation of owen and has driven the great strategic and financial performance we have consistently consistently delivered it's a multifaceted but simple strategy, and we see a lot of potential to continue to implement it. I won't go through this in detail, but over the next slide, you will see tangible examples of how we are successfully executing it. So turning, moving to slide seven, we take a closer look at our organic growth. As normal, we've shown the evolution of GGR by channel across some of our key geographies over time. Look at an annual data demonstrates that continued growth of digital channel across all of our markets is happening, which has been the key driver of the overall growth of our revenues over time. It also shows really clearly the strong momentum across some of our key continental European markets and why we are excited about the opportunity to revitalize the UK National Lottery. For those of you who are newer to Allwin, we acquired the outgoing operator of the UK National Lottery called Camelot at the start of 2023, when GGR had only etched forward over a number of years and retail had declined significantly. Comparing the UK with our other markets underscores both the potential of this business and our track record as one of the leading operators of lotteries globally. Another very clear message from the charts is that physical retail continues to grow in most of our markets, which highlights its sustained importance within our business model and the positive impact of our ongoing investment and innovation in this channel. With that in mind, we are very pleased to have upgraded key retail systems and infrastructure in the UK during 2025. Moving on to slide eight, as usual, I would like to highlight a few examples of our unrelenting product innovation as we continue to deliver new, exciting and engaging propositions for customers. I'll start with Austria and the Progressive Jackpot that we launched in October. Just before Christmas, we were thrilled to have a winner of a Progressive Jackpot that had reached over one million. And in fact, just last month, we saw a second winner scoop a jackpot over one million again. In the UK, we added to our themed content with the iconic Deal or No Deal scratch card, the first licensed National Lottery scratch card in more than five years. We also launched a I'm a Celebrity Get Me Out of Here themed e-instance games developed by our IWG business. In Illinois, we launched an exciting new client-style keynote-style draw-based game called Hot Wings. Live draws occur every four minutes, displayed on install screens at an increasing number of bars and restaurants in the state of Illinois, as well as in convenience stores. Hot Winds bridges the gap between the daily draws and instance and broadens the experience into more social entertainment settings, as those of you who are familiar with Kino in Greece or Diacilotto in Italy would know. Sticking with the U.S., we were excited for the launch by PricePix of Prediction Markets, a product called TeamPix, and CulturePix directly within the existing PricePix application. This expands PricePix footprint to all U.S. states, while also giving existing customers their most requested feature, namely the ability to pick sports teams. And I'll come back to this in a few slides time. So overall, it was just another year, quite busy, of products and commercial activities and initiatives. And as always, we have some exciting launches in the pipeline for 2026. Moving on, turning to slide nine, I'm pleased to share the significant technology upgrades that we have carried out in the UK as part of our transformation and our plans to revitalize the prestigious and important lottery in the UK. As a reminder, we completed a vast upgrade in the third quarter, including to retail systems. And by year end, we have around 99% of our retail estate operating on new terminals. That's a huge achievement with over 43,000 points of sale. In January this year, we delivered a major digital upgrade for the UK National Lottery, launching refreshed digital platforms and migrating almost 18 million player accounts. These technology transformations now enable us to deliver commercial initiatives and our broader plans to revitalize the UK National Lottery. The successful digital upgrade means that we are reaching the end of our investment plan in the UK, which has elevated our capital expenditure and non-recurring OPEX over the last three years. The majority of those costs will be recovered over the term of the license, so we expect to see a positive inflection in a number of key levers of cash flow in the UK as revenue increases, OPEX and CAPEX decrease, and we begin to recover costs. The transition has been a huge project for the entire UK team, and we are delighted that we are able to move on to the next stage, driving commercial performance of this great UK national asset. Moving on to slide 10 and continuing with the organic growth theme, we entered the Slovakia market in August 2025 through our Czech subsidiary with the launch of an iGaming offering. slovakia is adjacent to and in many ways complementary to our czech operations so a new country entry with limited capital required and plenty of synergies moving to license renewals we were delighted with lotto italia's success in the tender to operate the italian lotto for another nine years, which began in November. Also in November, OPAP was named preferred operator in the tender for the next exclusive scratch card concession in Greece, with a term of 12 years starting from May this year. So these two renewals follow our award of a 15-year license in Cyprus last year, and so overall a good reminder of our track record and ability to renew licenses. Turning to inorganic growth on slide 11, starting with price picks, we closed this exciting acquisition in January this year, acquiring a 62.3% majority stake for $1.6 billion. I have recapped the details of the earn-out on the slide, which, as a reminder, would only be paid if PricePix achieves stretching thresholds for EBITDA growth over the next three years. And I'll come back to PricePix on the next slide. We were also very pleased to increase our interest in Stichiman to 100%. Stichy Man is the clear leader in online gaming in Greece and online gaming and sports betting and iGaming in Greece and Cyprus and has delivered exceptional growth over a long period. And last but not least, in Germany, we acquired just under a 35 percent interest in Next Lotto, which is a licensed online reseller of draw-based games offered by state lotteries across Germany. So our footprint in the German market. it's a new market for us and a large one so although this is a small transaction it further expands our footprint into an interesting market returning to price picks on the next slide slide 12 price picks is a great business in its own right and a great fit with our strategy it strengthened our position in the u.s uh with a leadership position in an exciting high growth casual gaming category It adds a differentiated brand and customer position with broad reach across the U.S. and a highly engaged player base. And it enhances our capabilities through mobile-first gamified content powered by proprietary technology. It's also a business with significant scale and very strong growth track record. And as you can see from the financials on this slide. On the next slide, I want to show that in November, Price Specs launched Prediction Markets product, and I would like to comment this potentially significant opportunity here. The team were characteristically very agile in getting to market, becoming the first sports entertainment operator to be registered as a future commission merchant. The launch in November last year also speaks to the strength of PriceFix in-house technology and a nimble culture, which allows for rapid development and innovation. And indeed, PriceFix now has a prediction market offering live in 48 states. Historically, the most requested feature from PricePix customers has been the ability to pick teams as opposed to only players as part of a daily fantasy sport. And with TeamPix and CulturePix, millions of current and future PricePix users can now make simple win-or-lose predictions across sport and culture events. Prediction markets also open up whole new areas of play to our customers in categories that didn't actually lend themselves to daily fantasy sports. For example, Formula One or boxing, and combined with access to previously unreached populations, is a significantly broadened price-based addressable market. Having a large base of highly engaged players already on a single unified app gives PricePix immediate traction, and we see scope to leverage this with further product innovation because prediction markets have the potential to integrate so well with the core DFS experience. price picks also has multi-year partnerships with calci and polymarket so it's well positioned to leverage their liquidity while also ultimately being agnostic across providers so all taken together we are excited about the opportunity in prediction markets which represents a differentiated scalable extension of the price picks ecosystem. On the next slide, to round up this section, a few words on our global brand strategy. Last year, we launched partnerships with Formula One and the McLaren Formula One team, significantly raising awareness of the oil in brand in our existing markets and globally. We are building on this with the rebranding of our operations in the Czech Republic and Greece to Olwin, to Olwin-Cesco and Olwin-Hellas, which commenced at the start of this year. And this marks the start of our long-term strategy to establish Olwin as the key consumer facing brand across our markets. The individual product brands, many of which have great local consumer resonance, will remain unchanged. And as we have introduced Allwin, we have done so in a way that equals some of the aspects of the legacy brands, which maximizes the value of the existing brand equity and our long association with local good causes. We are very pleased with the results so far, as the Allwin brand has been well received as a fresh and more modern brand. And we see the introduction of a single brand as an important enabler of our growth strategy. We expect that it will enable us to connect with the new audiences in new and existing markets. We equally expect to achieve marketing synergies across the group. And we, last but not least, we also would like to elevate the profile of Allwind globally, creating additional growth opportunities. So a great example of what a single brand can do was, you know, perceived by us and observed by us by a Batano single strategy, a single brand strategy, which has been a key driver of its sector leading performance. Turning to slide 15, I'll briefly recap the business combination between Olwen and OPAP. The first point to note is that it will result in all-win becoming listed, we expect, by the end of March. This is enormously exciting for us, marking a significant milestone in all-win's journey. It can also be a real advantage in an industry like lottery, where reputation and positive stakeholder perceptions are very, very important. Allwin currently owns 54% of OPAP, and as part of this transaction, Allwin will contribute all its other assets and liabilities into OPAP in exchange for newly issued shares. Post-transaction, KKCG will hold 78% of the combined company, and the free float will therefore be 22%. These numbers reflect those shares that exercise their cash exit rights, which I'm pleased to say was less than 7% of total shareholders, which demonstrates clearly the great confidence
in our future.
On slide 16, just a quick reminder of the key transaction terms. The combined company will be led by the existing oil management team. The OPAP team will continue to run Greece and Cyprus, which they have done very successfully over the last several years. The board will be 50% independent versus 33% previously, and Karel Komarek, the founder, will continue to be a chair. All will retain OPAP's listing on the Athens Stock Exchange, but we also plan to pursue an additional listing either in London or New York. Turning to leverage, we will target being 2.5x net debt EBITDA. Leverage is a little above the currently, and Ken will explain a bit further, but I would just highlight our strong cash generation across our markets and track record of deleveraging quickly. Finally, we will maintain OPAP's minimum one euro dividend policy, and we will be paying a 0.8 euro distribution per share once the shares for which the cash exit right was exercised have been repurchased. A script option will be available for all distributions, and we will be announcing the details of that script options policy in the coming weeks. lastly on slide 17 we share a summary of the remaining steps for the business combination firstly op-ups re-domitialization to luxembourg occurred on monday this week op-up was also renamed to orwin ag the next key steps is for new shares to be issued to orwin in exchange for our contribution of assets which we expect before the end of march at this point the transaction is closed from an economic perspective, and the combined business is publicly listed. The combined business will then re-domicile to Switzerland, likely in May or June. This is essentially a technicality, but I mention it to you for completeness. We are excited that investors will have the opportunity to buy into a genuinely differentiated proposition, a business with leading market positions across Europe and North America, including some of the highest quality assets in gaming globally, with a high degree of diversification and proprietary technology and content. We see these factors supporting both compounding, sustainable growth, as well as significant cash returns to the shareholders. Now to slide 18, before I hand over to Ken, We view our commitment to responsible gaming and our CSR as fundamental to our long-term success and the sustainability of our business, while continuing to actively support and contribute to communities. I have selected a few highlights from the year on this slide, and briefly I'll touch on the center one. In 2025, we launched the Formula One All-Win Global Community Award in partnership with Formula One to support community-focused initiatives and showcase their positive impact on society. As well as global recognition, winners each receive a €100,000 donation from All-Win to further transform their communities. We issued four awards across three countries during 2025, finishing with the Green Our Planet initiative shown here in Las Vegas. Championing positive impact is at the heart of what we do at Olin. And our partnership with Formula One is a wonderful opportunity to demonstrate our commitment to communities. And with that, I'll hand over to Ken for the financial update.
Thank you very much indeed, Robert, and hello to everybody on the call. I'll start by noting that there's a slide in the appendix which summarizes some of the differences between Orwin's reporting and OPAP's reporting, which may be helpful to those of you who are more familiar with OPAP than you are with Orwin. The appendix also includes all the standard slides that we normally, I should say, always put into our quarterly results materials. They include detail on EBITDA adjustments and also for our debt investors some additional information on our capital structure. I'd also refer you to the Excel financial data book which we've recently begun to publish each quarter. It contains key financial information extracted from our financial statements and other disclosures in what we hope is a convenient format. We're very focused on providing our investors with the information that they need in as convenient a way as possible. So if you have any suggestions on how we can improve in the future, please don't hesitate to let us know. So now, diving into the numbers and starting with a bit of context. As Robert mentioned, 2025 was another good year of good financial performance, as you'd have seen if you were following us throughout the year. And slide 20 helps to put that in context by showing some of our key P&L and cash flow metrics over the last several years, going back six years to 2019, the last year before COVID. As you can see, the trend on all the charts is really, really positive with our revenue, our adjusted EBITDA and EBITDA minus capex all growing at a compound rate of between 15 and 20% a year since 2019. And that's before giving any pro forma effect to the price picks acquisition that we closed at the beginning of January. Obviously, when you compound over a long period, you can see some pretty impressive growth in absolute terms. And the business is now a multiple of the size it was pretty much any metric that you look at. So looking at the revenue profit and cash flow generation metrics on the slide, you can see that And each of those is now more than three times what it was back in 2019. And I'll also add that the business has made a great deal of progress strategically over that period as well. Finally, just to note that the slightly lower growth in EBITDA minus capex on the right-hand chart over the last couple of years reflects the relative peak in spending over that period as we've been investing in the UK National Lottery to turn around the technology at the start of the new license, and that investment has now been substantially completed. Turning now to slide 21 and more detail on some of our key P&L metrics. Just as a bit of background for those who haven't been following Orwin in the past, 2024 was a really exceptionally strong year on an underlying basis, which inevitably feeds through to the year-on-year comps. We did make some acquisitions in 2023, and so last year we provided some disclosures, stripping out the impact of those acquisitions to present trends on an underlying, I guess you could say, like-for-like basis. and excluding the impact of those acquisitions ggr and net revenue grew by eight percent year on year last year that was benefiting from good performance in particular in sports betting where we saw tailwinds from euro 2024 and the um and operator friendly sports results and favorable jackpot cycles in other verticals as well so against a strong comp we saw that good momentum sustaining into 2025 with both GGR and net revenue up 4% year on year. And that was driven by good performance across all our businesses, as we will go into in a little bit more detail on the next slide. I will cover Q4 in more detail as we go business by business as usual, but I will mention that 2024 was a good year, but Q4 2024 was a particularly strong quarter. We'd like for like ggr up 11 on the like-for-like basis so that again feeds into the year-on-year comparisons that you'll see on subsequent slides so turning now to um adjusted ebitda that um involves a number of moving parts which we have described in some detail in the press release and i'll expand on now obviously we're committed to a high level of transparency so whenever there are factors that need to be called out or explained we endeavor to do that in all our disclosures in terms of factors impacting 2025 they largely reflect to our corporate structure as a private company and some um corporate uh but the redomiciliation of one of our entities during that period to the start of a new license in the uk and to some factors specific to batano uh there's also an impact from a change in tax rates in austria about halfway uh halfway exactly through the year So if you look at the disclosures that we provide on each of our businesses, you'll see that in general, margins in each of our businesses are pretty stable over time. And where that's not the case, we'll always provide commentary to help to understand the drivers. So to go into some of those factors in a bit more detail, January 2024 was the last month of the prior license in the UK. that license had a significantly different economic structure and was more profitable than the current license which means that the comp in the UK is not entirely like for like really in 2024 a large proportion of our corporate costs were incurred at an entity one level up in the corporate structure above all in international we moved all in international to Switzerland at the end of 2024 and began to incur those costs at all international level, which will continue to be the case going forward. That, again, introduces some noise into the year-on-year comparison. And then, finally, it's worth mentioning that there were some favorable tax effects in Botano, which is a substantial equity method investee. Those were noticeable in particular in the fourth quarter, where, as you can see, we saw a growth of 125% in our income from equity method investees. And I'll come back to that factor later when we talk about Botano in more detail. So in total, those factors had a net 2% positive impact on our 2025 EBITDA. Finally, on this slide, our leverage was 2.7 times at the end of the year. We're committed to the 2.5 times target, which we introduced several years ago, as Robert has already mentioned. We do see some cash outflows coming in the next couple of quarters, which we'll cover in more detail as we talk through our guidance. So we will be above that level again. But we are confident in the strength of the cash flow generation of the business, as you can see in the historical deleveraging track record of the business. Combination of strong cash flow generation and top line growth can drive rapid deleveraging. So we repeat that we're committed to that 2.5 times target. And moving on to slide 22, please. This slide offers a consolidated view which summarizes the key top line and the net revenue and EBITDA generation across our business uses units on a as reported basis. So to go into that 4% top line growth in a bit more detail and looking at the call out in the middle in particular, where we drill down on the dynamics across products. Lottery growth was 4% year on year, which was supported by good performance in some of our jackpot games. In particular, we saw the highest jackpot ever in Joker in Greece. The lottery performance was also supported by good growth in the UK, where GGR increased by 5% on an adjusted constant currency basis. iGaming growth was double digit once again across all major markets. And now looking at sports betting, you can see that growth was more modest at 1% year on year. That reflected a very strong prior year comparative where you have the pair wins from Euro 2024 and good customer-friendly sports results in particular in Q4, whereas in 2025, you had a more limited sports calendar and some customer-friendly sports results which affected operators across the industry in september and october in particular as as many of you will know now finally looking at the bottom of the table below below the reported data we've included price fixes performance during the period which as you can see was extremely positive for avoidance of doubt we will be consolidating price picks only from January when we closed the acquisition, but we include the performance here to give an indication of how well that business has been doing almost 40% top-line growth in local currency terms and even higher growth in EBITDA, reflecting operational leverage in that business. Returning now to the right-hand side of the table and the top-line EBITDA, you can see positive dynamic across all our businesses with the marginal exception of the uk where we were down about one million year on year that reflects the start of the the new license as i mentioned previously now moving on to slide 23 we're going to turn to the fourth quarter in particular going business by business these are our standard slides which we publish each quarter summarizing the trends in each of our units, and we normally use these to talk through Q4, sorry, the most recent quarter in particular. In the continental European business, we saw steady top-line growth in Q4, 2% year on year. That reflects a good strong comp in Q4 2024, while that business was up eight percent year on year uh looking at growth drivers strong i-gaming performance again across all our markets partially offset by lottery where we had weaker year-on-year jackpot cycles and sports betting we've already touched on a strong comp in the previous year and relatively weaker more customer-friendly results affecting the whole industry in september and october adjusted EBITDA was down 1% which reflected primarily higher operating costs in Greece and Cyprus and that impact more than offset strong profitability growth in Austria and the Czech Republic. Moving now to North America as a some background for those of you who followed us less in the past the revenue dynamic in North America has historically been a little bit more difficult ought to interpret than in some of our other markets, because under our Illinois private management agreement, there's a cost recharge mechanism, which essentially means that a substantial part of the revenues is cost recharges. So the revenue performance isn't necessarily reflective of underlying trends in the performance of the business. In the case of IWG, though, which historically is the other large part of the North American business, the picture is simpler. So we saw good momentum in Q4 contributing to 3% year-on-year growth and significantly stronger 3% year-on-year growth in net revenue and 38% year-on-year growth in EBITDA. In Q1, the majority of our North American business will be price picks, of course. And on the bottom left, we've summarized PricePix's Q4 performance, which, as you can see, continued to be very strong, up 24% in US dollar terms at the net revenue level and 25% in terms of adjusted EBITDA. And that was despite some pretty well-publicized customer-friendly sports results in the U.S. market in Q4 as well. Now moving on to the United Kingdom, GGR growth was flat on a constant currency basis, which reflects, among other factors, lower jackpots in euro millions. However, net revenue was up at 4% in euro terms and actually 9% in sterling terms. That reflects the impact of the incentive and profitability mechanism in the new license, which means that net revenue doesn't necessarily grow proportionately with GGR. Adjusted EBITDA reflected those dynamics. So it was 10% material increase in percentage terms, although more modest in absolute terms. We continue to be very pleased with the performance of the UK business. And as Robert mentioned, we're now at a really exciting point in the UK national lottery story. We've now completed major upgrades to the central lottery system, to the digital platform, to the iLottery platform, and the front end. So now we're looking forward to rolling out some exciting commercial initiatives which have been limited by the legacy infrastructure. And we also expect to see CapEx trending significantly downwards in line with some UK-related one-offs in the P&L in future quarters. Now moving on the next slide, please, to Batano. So last but definitely not least. Total revenue growth on a constant currency basis was 8%. Bitano's continued to demonstrate strong growth momentum throughout this year. Once again, of course, with Q3 and Q4 impacted by more customer-friendly sports results. Profitability, growth, and cash flow generation have both been consistently strong throughout 2025 as well, despite the introduction of a new regulatory regime in the key Brazilian market on the 1st of January 2025. And that's reflected in the dividend flows from Britannia in 2025. The amount of dividends upstream increased by 98% year-on-year to 501 million in total so our share of that was 184 million that's an increase of almost almost 100 million compared with 2024 dividend payments so we remain extremely excited about the growth outlook for batano which is an absolutely fantastic business and exposed to some of the most exciting markets in gaming globally now moving to the next slide please and a few words on cash flow generation, which is an important part of the story, and we know of interest to many of those on the call. We've provided here a bit more detail on a couple of important elements of our cash flow to highlight the ongoing strength of underlying cash flow generation and also give some indication of the future outlook. as some of you may know both capex and ebitda adjustments have been somewhat higher in the last couple of years than they have been historically and also than we expect them to be over the medium term turning first to capex you can see from the first chart that the recent step up has been driven to a large extent by the technology transformation in the uk the uk capex is the light green bar which as you can see has been majority of our capex actually for the last couple of years looking at the other markets it's continued to be uh at a very modest level of between two and two and a half percent um and we expect the capex in the uk to step down very significantly in the near term as we benefit from the completion of the retail and digital transformations. Now turning to EBITDA adjustments in the bottom table as background we always provide a very high level of transparency on any adjustments that we make to EBITDA. We provide extensive disclosure each quarter and a summary of adjustments over a long period in the appendix to each of our quarterly presentations, including this one. Historically, you'll see that our adjustments have been very limited, both positive, of course, and negative. Although in recent periods, they have been higher than they have been historically, and that's primarily because of three factors. Firstly, transition costs, again, in the UK. A significant part of those have been expensed rather than capitalized, even though they are essentially, I would say, of a quasi-capital nature occurring only at the beginning of the new license and certainly not forming part of the long-term cash flow profile of the business. You can see that in 2024, those are actually more than 120 million euros, stepping down a little bit to 51 million in 2025, but nevertheless, they're pretty substantial. amount. Like the capex in the table above, the majority of those are expected to be recoverable under the economic model for the UK license. So you'll see that outflow essentially turning into an inflow over the remainder of the license. Secondly, the EBITDA adjustments include certain non-cash items related to the acquisition of IWG. There are certain amounts which need to be related to an earn out which need to be booked as employment expenses under IFRS. The accounting there is described in our financial statements and the important point to make is that They are of a non-cash nature, and obviously we will be disclosing the actual earner when it's paid later this year, and it's covered in our guidance slides. The final major component of our EBITDA adjustments is currently one-off expenses related to our AllWin brand initiative, which Robert described earlier. as we're introducing or when as the key consumer facing brand across our operations globally we are of course investing to make sure that that brand is is known and loved and resonates with with investors in the long term we see this as being a important strategic advantage and a source of cost savings going forward but it does imply some temporary costs as we build the brand awareness and revamp our customer-facing activities in the rebranded market, starting with Czech Republic and Greece this year. We've provided more guidance on CapEx and EBITDA adjustments later in this presentation, but at a high level, I think it's worth also mentioning that despite these factors in the UK and the other factors I covered, our businesses continue to be very cash flow positive over the last several years with EBITDA minus CAPEX over 80% of EBITDA. Now, a summary of our current leverage, as I mentioned before, 2.7 times at the end of the year. Our target is, of course, 2.5 times with a proviso that we're comfortable to go above that level where there's a strategically compelling opportunity to invest and where we see a strong path to deleveraging. That's exactly the scenario we're in now after our investments in PricePix and Lotto Italia. Both of those are strategically very exciting and compelling investments and very cash flow generative businesses. I would draw your attention to the chart along the bottom where we show our leverage going back to 2019. you can see that we have historically maintained a very moderate level of leverage compared to many other companies in the sector. And also, as you can see, looking at the earlier part of the chart, the business is capable of delivering very strong deleveraging as well. Moving on to the next slide, a few words on our financing activities in 2025 it was a good year strategically and financially and of course that provided a good backdrop to our financing activities just to pick a few highlights we achieved some good cost savings when we refinanced a number of our facilities during the year in particularly our bank loan the margin on the refinance facility was 150 bps lower than the deal that we refinanced, which we'd only put in place a couple of years before. As a result of that refinancing and a couple of other transactions during the year, we now don't have any significant maturities until 2029. We also made our debut issuance in the euro institutional term loan market. Over the last several years, we very deliberately established a presence in all the largest and most liquid financing markets. We see that as being strategically important as it allows us to access the best terms when we come to market and we saw that benefit certainly during 2025 through the cost savings that we were able to achieve. We also put in place some facilities to address upcoming cash flows and provide liquidity within the group. At the year end we had over 1.3 billion of undrawn committed facilities, which more than comfortably covers the amounts that we have coming in the next several quarters in relation to the combination with OPAP and a few other smaller items. Finally, on the rating side, we're currently rated BA2 with a stable outlook from Moody's, BB flat from S&P, again, with a stable outlook, and BB minus from Fitch, with Fitch putting that rating on a positive watch when we announced the combination with opap on page 30 we've summarized our maturity profile and the split of our debt between instruments very simple and i would say very very nice picture no material maturities until 2029 a nice balanced mix of instruments were present in all the key relevant financing markets including us dollar and euro bonds institutional loans and the bank market and that gives us a lot of opportunities to optimize the cost of funds by choosing the most attractive market at any any one time now a few words on current trading um the commentary here is similar to commentary that we have put out over the last many quarters the business is generally very stable so we're very lucky to be able to put out positive and hopefully reassuring commentary quarter by quarter. Since the start of the year, the business has been performing well and trading is in line with our expectations. We do continue to expect solid performance over the rest of the year and over the medium term. The guidance that we have put out, and the detail is in a couple of slides time, is in line with guidance that we announced in October 2026, excluding the impact of the withdrawal of the proposed Novibet acquisition and some other minor tweaks in the cash flow line. The other minor adjustments reflect the date of completion of the acquisition of the majority stake in price six in January, market purchases of OPAP shares towards the end of the year, transaction fees and expenses, as well as the actual take-up right by OPAP shareholders, as Robert mentioned a little bit. I think it was six, six and a half percent of OPAP shareholders were put to the company. So that's all reflected in the guidance, but the big picture is that guidances in line with what we published back in October last year. Unfortunately, I once again need to comment that there's been no material impact on demand for our products or any direct impact from recent geopolitical developments in the Middle East and Iran and from the continuing noise around tariffs. we're lucky not to be directly impacted and similarly none of our suppliers are directly impacted and as in previous periods when there has been an impact on either economic growth or consumer sentiment because of geopolitical or economic shocks we would expect our revenues to continue to be very resilient in any such scenario due to the low price point lower average per customer, as well as our large number of regular players and our diversification across geographies and product types. That's a very fortunate position to be in, and we really saw the benefits of that through the Greek crisis, through COVID, and if you look at performance of lotteries back over many years, they're typically one of the most resilient categories, not just of gaming but of consumer spending more broadly on to next slide please and the outlook um we've included uh summary of all the uh well sorry i should say we've included um guidance for all the key lines that we think you would need to build a model including p&l um cash flow and some key upcoming events this is in essentially the same format that we published back in october 2025 it's been designed to work with the excel data book that i mentioned earlier which you'll find on our website and if you have any questions the ir team would be very helpful as always to provide any um to to help you um think through think through the guidance or address any other questions that that you may have next slide please and the next slide sorry thank you so before we move to q a i'd like to wrap up with a few thoughts on 2025 and also to hit on some of the points that we hope that you would take away from this presentation and from 2025. 2025 in general was a great year, starting with a couple of the most exciting strategic developments in the history of Orwin. First of all, acquisition of price picks, and secondly, the combination with OPAP, which is on track to complete in the coming weeks, as a result of which Orwin would become a listed company. beyond those two headline initiatives we've also continued to make great progress on all elements of our strategy including bolt-on mna and the brand initiative as robert mentioned and continuing to work on other elements of our strategy as well financial performance was positive across all our geographies and products and across all the key p l and cash flow metrics and we continue to expect solid performance in 2026 and over the medium term. Business is doing well since the start of the year. We are excited to have closed price picks and to be hopefully closing the combination with OPAP in the next few weeks. We've got some exciting product initiatives coming up across our geographies and we're at an exciting point in the UK where we have essentially three levers which will impact both our sorry where the completion of the technology transition will allow us to grow revenues it will reduce our cash outflows and it will allow us to start recovering costs under the cost recovery mechanism so to summarize we're well placed and excited to deliver sustainable growth and to the company and look forward to 2026. With that, I'd hand over to the operator for Q&A.
The first question is from the line of Point and Russell with Edison Group. Please go ahead.
Thank you for a very comprehensive update. Can I focus on the UK, please? Now that you've completed the major tech transformation, are you able to provide some insight into the commercial initiatives that you're going to put through in FY26. Appreciate that. Some of that may be competitively sensitive, so perhaps some broad overview about what you're thinking about doing. And in terms of Austria, could you just give some indication of the levers you're pulling to help mitigate the tax increase,
please. Thank you. Okay. I'll start with the UK. It's been from the very beginning in our bit that we want to first complete the transition, transition in both retail network and the digital iLottery space, and then focus on product portfolio innovation. And as we successfully completed by the end of January this year the digital cutover. We are now focusing on updating our or innovating in our portfolio so that we come with some more engaging and interesting propositions in both draw-based game space as well as in instant lotteries. We have had from the very beginning in our bit our commitment to upgrade or update our core game a product which is Lotto which is the by far the highest millionaire maker in in the UK and so I think I could reveal that that we definitely plan to do some exciting upgrade of the Lotto to be even more playable and engaging proposition and we have in mind but i cannot reveal that yet you know in the in the in throughout 2026 some additional extension or to our product lineup it's been it is it's been always our intention because the instant lotteries are the entry level into the world of lottery which for the uk government for the uk is by far the the best channelization of funding for the good causes from lotteries. And it's been our, you know, challenge a little bit to make sure that, you know, the instant lotteries, if consumed with small numbers, you know, people are now buying hundreds of scratch cards, that we also extend our lotteries, both when it comes to the price points and when it comes to the further products that we want to offer. I think I would pause here on Austria. We, of course, we're not happy that the Austrian government, in the efforts to close the budget deficit, decided to increase the lottery taxation. We, as any business, we try to be very prudent in our efforts to be very effective and efficient on the OPEC side. And this is exactly what we did. So the impact, negative impact was partially mitigated. and I think I can reveal only that that we will be trying from the very beginning and I think we see some early very encouraging results in 2026. We are trying especially in the iLottery space in the digital space to come up again with the product portfolio extension and exploiting not only iLottery but also iGaming space to be able to grow in that category. I'm pleased to reveal or indicate that we see some encouraging year-on-year growth in that space. I think I would pause here.
Maybe I'll just add that just for the benefit of those on the call. These tax increases mostly came in halfway through last year. So they're 50% reflected effectively in the numbers that we just went through. and the total quantum is, after the mitigants, less than 2% of our consolidated EBITDA. So I think this is one of the situations where you can really see the benefits of being a large and diversified business in the gaming sector, or I guess for that much in any regulated sector, having that diversification is certainly very, very valuable.
Mr. Russell, are you finished with your questions?
Yeah, that's great. Thank you.
Thank you. The next question is from the line of Ed Young with Morgan Stanley. Please go ahead.
Good afternoon. My first question was on prize picks. You've guided for organic growth. How should we think about marketing investment costs related to the prediction markets investment? I just note that PrizePix EBITDA was 339 million LTM to June. It was 321, I think, for FY25. So I'm just sort of wondering how much loading of cost has already been going into that business as it's been growing throughout last year. And then second of all, if there's any further comment on Novibet, just in particular, how should we think about your sort of group technology plan for online, now you're not pursuing that deal.
Sure, I'm happy to address the point on marketing in the U.S. Maybe it's worth putting the PricePix business in context, something I'm aware that this has been a topic of discussion around the U.S. gaming space. PricePix is, one of the things we like about it is it's got a very large national user base and very well-known brand, and in general its customers, are sticky. So PricePix isn't in a world where it needs to acquire a lot of customers in order to either address churn or to expand into new geographies in order to capture the prediction market's opportunity. So we can't give specifics, but I would say that PricePix is certainly a better place than other companies in the more broader gaming entertainment space in North America in that regard. And they're also very lucky that they are able to launch their predictions product in the same app as the existing DFS product. So whereas a number of operators have launched actually with three apps, so DFS, OSB, and predictions in separate apps. So essentially, to some extent, you're having to acquire the same customer three times. That's not the case for price picks. On day one, they went live with predictions within their existing DFS app, which is obviously better for the user experience, but it's also much better from the customer acquisition cost perspective.
I think there was a second question on Overbet, Ken, right? So I think on Overbet, But we have to respect, you know, having, you know, discussed with the HCC, the antitrust authority in Greece, we have to respect their concern about especially the Greek market. And that's why we announced that we will not proceed it further. It was from the start that, you know, the Novibet rationale was primarily about the access to the proprietary and performing sportsbook technology rather than, you know, dominating Greece, obviously. And as such, this interest in the sportsbook technology remains in the radar of all-win And we have already started exploring further other opportunities when it comes to sportsbook technology To maybe solidify in only some markets of all-win our position in the sportsbook and I'm talking not the markets where Botano is present because the Botano is clearly a very powerful force in its own right and especially in Latin America this is the this is a very compelling proposition. Maybe it would
just be helpful for the benefit of those who don't know us so well to just write a little bit of context on our tech strategy more broadly. We do think that having proprietary technology and that matter The content in areas of the tech stack, which are really important for the customer experience, is an important differentiating factor and driver of success in the long term. We do currently have, on the lottery side, pretty much everything that we think is important for the user experience and important for our long-term success in-house already, although not necessarily rolled out across the whole portfolio. So sports betting is the one bit that we don't currently have in-house, which we do think is strategically important. So we certainly see benefits to having it in-house. But as Robert said, there are many other ways that we can achieve that.
Thanks very much.
The next question is from the line of Shoeing Shoe with Agon. Please go ahead.
Thank you for the presentation. I have two questions. The first one regarding your guidance in slide 33, I noticed that the EBITDA margin guidance was a little bit lower than last time you released your guidance. I remember you were guiding for a slightly higher margin for 2026 compared to 25. So you did 38 for 25. Now, 26 is 37. And what led to that change? And also in the medium term also, I remember the number before was something like 40, and then it's now high 30. So what had changed? The second guidance is the one-off expense. So you are guiding high 200 million of adjustments to EBITDA for 2026. Previously, that was... uh mid hundreds so so yeah what what what led to the increase in the on-offs
yeah sure um so i think i think two two things to mention first first of all just in general um our margin is at a consolidated level impacted by mixed effects so we have businesses that have got different um margin profiles different different um financial models in some of our markets and relative growth rates of the different businesses can have an impact on the margin in aggregate. But in general, the margins for individual businesses tend to be quite stable over time. And the major change between the previous guidance and what we published today is the exclusion of NoviBet, which was a relatively fast-growing business and obviously had its own margin profile, which wouldn't have been the same as existing businesses as well. So that's one point. Then secondly, in terms of OneOffs, the major moving part is related to actually the OPAP combination transaction where we have backed in various expenses associated with the cash exit rights and transaction fees.
The next question is from the line of Ricardo Cinchilla with Deutsche Bank. Please go ahead.
Thank you so much for taking my questions. I have two questions, one related to prediction markets and the other one related to the EBITDA adjustments. With regards to prediction markets, I was hoping if you could delineate the economic framework of the PricePeaks partnerships. Furthermore, will PricePeaks incur substantial incremental expenditure for this initiative in 2026? And is this segment projected to be a material EBITDA contributor in the medium term, considering, you know, the prevailing competitive landscape and the regulatory ambiguity right now? The second question on adjustments, you know, the presentation materials highlight a projected reduction in operating EBITDA from high 200s to a range of 50 to 100 million annually. Can you please elaborate on the primary drivers of this reduction, specifically addressing the impact from the brand initiatives and the transformation expenses? And furthermore, for financial modeling purposes, can you please provide anticipated cadence of this reduction over the next two years? Thank you.
Happy to address those points. those points um so um prediction markets um we can't unfortunately disclose the commercial details of the arrangements that they have with um calci and polymarket the price picks model is to be liquidity agnostics essentially to provide their players with the best possible proposition through integrations with exchanges. So at the moment, that's Cauchy and Polymarket. It could in the future be anyone else as well. And from the economic perspective, I think it's important to note that from the perspective of the existing DFS business, the predictions product is extremely additive. So we touched on this a little bit during the presentation, but just to highlight some of the some of the key points. First of all, historically, Presbytex hasn't been able to offer a opportunity for people to take a view on the players to take a view on the performance of individual teams, only individual athletes. That's the most obvious thing that people want to want to do. So it's been their most requested feature for a long time. And because price picks is, to a large extent, a parlay-style product where people typically pick a relatively large number of picks, it should be possible to implement that additional proposition into the DFS pick structure with relatively attractive markets. In the medium term, we think it's also additional to TAM because prediction markets work well with categories of sports that haven't historically been so popular with DFS players. Things like boxing, Formula One, college basketball, where the athletes, either it's not a team sport to the same extent or where the athletes are less well known. So there's a genuine expansion of TAM for prize picks. I think there's a lot of discussion whether non-sporting events will be a material driver of TAM, but clearly within sports, there's already a very well-established market, and historically, the DFS product has been focused on particular sports rather than the broader range of sports that are of interest to punters in sports betting. So there's an interesting opportunity. I hope that covers the question at a high level. Obviously, in terms of actual impact in the medium term, the market is growing quickly, but still relatively small. And in terms of costs, I would really just repeat the commentary from a few minutes ago. So the PricePix app is already integrated with Prediction Markets. The launch on day one was all combined in one app, so Prediction Markets and DFS in a single app. PricePix have got a very nimble in-house development team, so we think that they're very well positioned from that perspective as well. um the question on ebitda adjustments the um comment on page 34 is that we expect them to reduce by 50 to 100 million per year we haven't provided more specific guidance than that i'm afraid um but i would i would refer to the slide where we we summarize what the key components of those adjustments are so you've got the IWG non-cash acquisition accounting relation relating primarily to an earn out which we've also highlighted we expect to be paid this year so I wouldn't necessarily assume that that would be part of the part of the P&L in the future and then the transition costs as we already mentioned are related to the UK national lottery So, given the completion of the transition in Q1 this year, you can expect those to come down materially, and those are the important drivers. I hope that covers the question.
The next question is from the line of Samatis Derasiotis with Eurobank Equities. Please go ahead.
Yeah, hello. Thank you for taking my questions. Could I start with a follow-up to the guidance question? I'm just wondering about the medium term margin expectations, which have moved from 40 plus percent to high 30. I'm just wondering because I suspect that Novibet alone cannot have such a big effect. i i would think so um just wondering to what extent this modest reduction relates to uh maybe additional cost inflation or digitization initiatives which are uh uh here to stay and we actually saw that from uh uh from the uh business actually uh and the second question has to do with Betano. Rob, I'm not sure I understood exactly what you said about the non-recurring favorable tax items. I'm just wondering exactly what this was and also if you could share how you assess the evolving regulatory framework following recent developments in the country because we have seen recently the emergence of prediction markets and secondly, um as far as i understand it some risk of regulatory tightening or uh policy reversal especially um you know in light of recent political rhetoric around online betting thank you
um so yeah in terms of the the guidance uh on the margin i i really don't don't think that there's anything particular to highlight um beyond the the impact of the novi bet acquisition You're right to highlight the point that the OPAP team raised in their call last week on the additional cost from digitization. Obviously, we are spending a lot of time on digitization and AI, and technology is a big part of our strategy. But in general, these initiatives come with cost savings as well as expense. So I wouldn't want to give the impression that that's a major, major impact. And in terms of cost inflation, in general, we do have a relatively small proportion of our cost base exposed to inflationary pressures. So almost no direct exposure to energy prices. fortunately at the moment our largest cost items by far are taxes they are agents commissions they are materials goods and services and taxes are to a very large extent directly linked to revenues agents commissions likewise and within materials goods and services we have quite a lot of rev shares but also on top of that a number of items which are sort of directly linked to activity level indirectly linked to activity levels as well so i think we're quite well positioned in an inflationary environment and similarly having a relatively limited capex is is also helpful in that in that um in that background um moving on to uh brazil essentially this item relates to changes in the tax system in Malta during 2025. The tax system in Malta was previously well actually I believe that this system is still available as an option but the tax system under which we kind of operated previously was somewhat unusual and it included a mechanism in which essentially a tax rebate was paid when the company distributed the dividends, which introduced a certain amount of volatility into the tax line. And starting from last year, it became possible for companies to opt into a new and much more simple tax system where there's a standard rate of corporate income tax which is applicable in all periods um and that i believe is set at 15 15 so you know relatively attractive rate in international um context and that is the regime which um batano will be subject to going forward and the actual process of transferring into the new regime combined with some tax credits under the previous structure resulted in this tax benefit in Q4. But please don't assume that this is a sustainable benefit. It is, as we flagged, a one-off. And the disclosure that we've given of the amount of the one-off benefit that hopefully will allow you to calculate a normalized level. So in terms of regulation in Brazil, now there's obviously a market that we've been present in for a long time. There are frequently, have been for a long time, various speculations about potential changes to the regulatory regime. Regulation took some time to be introduced, but I'd say that when it was introduced, It was actually introduced in probably the best structure that we could have wished for. So all the provisions well thought through work well. And while there were various proposals during the period before the introduction of regulation that weren't very positive, actually what came out worked pretty well. So since then, there has been some further speculation, but I think it's worth some further proposals. But I would say that so far, nothing has actually materialized. So that's the current status, and there really isn't anything that we would flag as being probable at this stage. In terms of the prediction market, I would say that really the prediction market model is difficult to apply in other markets beyond the US where you don't have this arbitrage between financial commodities regulation and sports betting regulation. Theoretically, the product can be attractive to people even operating in a more normal framework, but at the moment we don't see that it's becoming or really has the potential to become a competitor to sports betting in the same way that it has in the U.S. I hope that was helpful.
The next question is from the line of Roman Narula with Principal Asset Management. Please go ahead.
Hi, thanks for taking my question and thank you very much for the presentation. I have two, please. First one, are you able to break down continental Europe net revenue by the respective segments, i.e. Austria, Hellenic, and Czech? And then my second question on price picks, just curious if you're able to disclose what percentage of current revenue stems from prediction market related activity and may perhaps your expectation for 26, what percentage of revenue will prediction markets form off price picks?
Yeah. Okay, sure. So we haven't published 2025 revenue for Continental Europe broken down by country. It will be in our full year financials, which we will be publishing on, I think, May the 9th, sorry, April the 9th, in our annual report. And you can find data for nine months in the financial statements for nine months of 2025. It's in the segment note in our financial statements. So that will give you an indication. We moved Q3 last year to a, I would say, streamlined disclosure structure where we focus on the continental Europe business as a whole, rather than providing extensive detail and commentary on the individual businesses. largely because we think that analytically there's not much to be gained from looking at the businesses country by country. There can be a little bit of noise between quarters which kind of gets averaged out in a larger geographical entity. And when I say noise, I mean noise rather than signal. And to a large extent, these businesses are similar. So they're offering similar products in similar markets under similar regulatory regimes. So the intention is not to provide less information. It's just to provide information that we think is analytically useful to find the right balance between detail and not too much detail. And also, as the group has grown with investments in other geographies, those businesses become proportionally a little bit less smaller in the context of the overall group. In terms of the price-picks revenue split, I'm afraid I can't provide that at the moment, obviously. In due course, it may be appropriate to do so, but right at the moment, we don't have that split.
The next question is from the line of Maxim Nekrasov with Citibank. Please go ahead.
Yes, good afternoon. Thank you so much for the presentation. Just a couple of quick questions for me. The first one was on price peaks. I just wanted to ask about the kind of growth variance. And I think during the capital markets update last year was flagged that the growth there was in price peaks over 50% in the third quarter. and we see a slowdown to like more mid-20s. So I was wondering what is driving that and also what is the outlook for price peaks growth specifically for 2026 and whether the 20% organic, it has something to do with price peaks. And the second, I apologize for kind of returning to the same points regarding EBITDA adjustments, but just wanted to make it clear, So what is like over 100 million of increase of 2026 EBITDA adjustment? What is it exactly related to?
Yeah, sure. So, yeah, at the, I think that there's sort of two, a number of things to clarify. Anyway, so Q4 was a weak quarter across of sports betting and DFS because of customer-friendly sports results and a number of the other operators in the sector spent some time commenting on this. So definitely nothing price picks specific. Business has been growing very, very well, and that's a combination of growth in the vertical and also market share gain. So we don't want to guide to endless growth at extremely high rates. Our comment when we made the acquisition was that we expected the category to grow at the mid-teens in the medium term. And that's the kind of assumption that you can see baked into our guidance that we published back in October and also today. And just to clarify, the 20%, maybe it's not well expressed on the slide, but when we say 20% organic, what we mean there is the non-price picks business, so the existing business rather than price picks. um and in terms of EBITDA adjustments the um key components this year are um financing costs related to the cash exit right and other transaction costs related with a combination with OPAP um and also um costs related to the to the brand initiative with some some costs in particular which were effectively shifted from 2025 into 2026 the next question is from the line
of sinan kieran with music please go ahead hi good afternoon uh can obviously we spoke about the you know um the capital structure and the upcoming payments uh you would have to do uh before the Novibet process being stopped. If you could give us your thoughts around how you're thinking about your current capital structure, any refinancing of the existing bonds or any incremental needs for this year, please.
Yeah, sure. Yeah, sure. Thank you for the question. Yeah, as you say, last time we spoke, we would have called out the Novibet acquisition as being a potential use of funds and that's no longer to access the market certainly for any funding of those upcoming outflows beyond that
I'm so sorry we lost you for about I think 40 seconds
oh I'm sorry
and I believe that's not just me If you don't mind repeating the answer, please, from the beginning.
Yeah, sure, sure. So when we went, I'm sorry, I think someone called me on my phone and it may have cut off the line unhelpfully. I do apologize for that. Yeah, so when we last met, I think we talked through cash flows, which would have included at that point the acquisition of Novibet for a little bit more than $220 million. At that point, we already had financing in place for... The major outflows over the next several quarters, so the remaining Lotta Italia payment of $465 million, dividend of up to $617 million, depending on script take-up, and the Hellenic Lottery's license of $80 million. So we had already got funding in place for those amounts plus NoviBet. So with NoviVet out of the picture, obviously, the liquidity position is even more comfortable than it was back then. Beyond that, we don't have any immediate maturities. As you know, we addressed our next maturities proactively over the last couple of years. So we don't have anything material until 2029 now. We do obviously look to maintain an efficient capital structure. So, if there are opportunities to cut our interest expense by acting in the market opportunistically, we'll certainly consider that. But nothing more concrete than that to highlight.
Thank you very much.
Thank you.
Ladies and gentlemen, we have no further questions in the queue, and so that concludes our question and answer session today. Thank you very much for joining Alwayne's full year 2025 results conference call. A replay will be made available. I wish you a good rest of the day.
Thank you very much. Thank you. Thank you very much.
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