GRANDSTAND Ltd F-1/A, filed Jul 12, 2021
GRANDSTAND Ltd (GRSD)
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As filed with the Securities and Exchange Commission on July 12, 2021
Registration No. 333-257403
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
Form F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Gambling.com Group Limited
(Exact Name of Registrant as Specified in its Charter)
| Jersey | 7990 | Not Applicable | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Gambling.com Group Limited
22 Grenville Street, St. Helier, Channel Island of Jersey JE4 8PX
+44 1534 676 000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
GDC America Inc.
514 North Franklin St, Suite 201
Tampa, FL 33602, United States
+1 813 445 7555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| John R. Vetterli, Esq. Jessica Y. Chen, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 Fax: (212) 354-8113 |
Marc Jaffe, Esq. Ian Schuman, Esq. Ryan K. deFord, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 Tel: (212) 906-1200 Fax: (212) 751-4864 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
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| TITLE OF EACH CLASS OF SECURITIES TO BE |
AMOUNT TO BE REGISTERED (1) |
PROPOSED MAXIMUM AGGREGATE OFFERING |
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (1)(2) |
AMOUNT OF REGISTRATION FEE (3) | ||||
| Ordinary shares, no par value |
8,625,000 | US$13.00 | $112,125,000 | $12,232.84 | ||||
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| (1) | Includes shares that the underwriters have the option to purchase. See “Underwriting.” |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
| (3) | Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price. $10,910.00 previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 12, 2021
PRELIMINARY PROSPECTUS
7,500,000 Ordinary Shares
Gambling.com Group Limited
This is the initial public offering of the ordinary shares of Gambling.com Group Limited. We are offering 5,250,000 ordinary shares. The selling shareholders identified in this prospectus are offering an additional 2,250,000 ordinary shares. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders.
Prior to this offering, there has been no public market for our ordinary shares. It is currently estimated that the initial public offering price per ordinary share will be between $11.00 and $13.00. We have applied to list our ordinary shares on the Nasdaq Stock Market, or Nasdaq, under the symbol “GAMB.”
We are an “emerging growth company” under the U.S. federal securities laws as that term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting requirements. Investing in our ordinary shares involves risks. See “Risk factors” beginning on page 14 of this prospectus.
| PER SHARE | TOTAL | |||||||
| Public offering price |
$ | $ | ||||||
| Underwriting discounts and commissions (1) |
$ | $ | ||||||
| Proceeds to us (before expenses) |
$ | $ | ||||||
| Proceeds to selling shareholders (before expenses) |
$ | $ | ||||||
| (1) | See “Underwriting” for a description of compensation payable to the underwriters. |
Certain selling shareholders identified in this prospectus have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 1,125,000 additional ordinary shares to cover the underwriters’ option to purchase additional shares, if any, at the initial public offering price, less underwriting discounts and commissions.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about , 2021.
Jefferies
| Stifel | Truist Securities | |||
The date of this prospectus is , 2021.
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Gambling.com GROUP We are a leading performance marketing company for the global online gambling industry
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In 2020, we helped people open and fund more than 100,000 new online gambling accounts.
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What We Do We are a multi-award-winning provider of digital marketing services. We generate revenue by referring online gamblers to regulated online gambling websites. We publish free-to-use websites which allow consumers to compare online gambling services. We are not a gambling company and do not offer any gambling services ourselves.
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Our Mission Through our portfolio brands, we: Help online gamblers start their consumer journey with confidence. Harness proprietary technology to deliver best-in-class content, expert analysis, and data comparison. Establish market-leading positions for our partners.
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| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Neither we, the selling shareholders nor the underwriters have authorized anyone to provide information different from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. Neither we, the selling shareholders nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus, and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our ordinary shares means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy these ordinary shares in any circumstances under which such offer or solicitation is unlawful.
For investors outside the U.S.: Neither we, the selling shareholders nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the U.S., where action for that purpose is required. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of this prospectus outside the U.S. and in their jurisdiction.
This prospectus includes statistical data, market data and other industry data and forecasts, which we obtained from market research, publicly available information and independent industry publications and reports that we believe to be reliable sources, although we have not verified the accuracy and completeness of such data. Forecasts and other forward-looking information derived from such sources and included in this prospectus are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus. See “Special note regarding forward-looking statements.”
We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.
Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the “Company,” the “Group,” “we,” “our,” “ours,” “us” or similar terms refer to Gambling.com Group Limited, together with its subsidiaries.
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Throughout this prospectus, we use a number of industry-specific terms and key performance indicators used by management. These industry-specific terms are described in detail in the section entitled “Prospectus Summary” and key performance indicators are discussed in more detail in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We define these terms as follows:
| ∎ | “B2B” refers to business-to-business. |
| ∎ | “CPA” or “Cash Per Acquisition” refers to a model where an online gambling affiliate receives a single cash payment for each referred player that satisfies certain agreed upon criteria. |
| ∎ | “EGR” refers to eGaming Review. |
| ∎ | “GGR” refers to gross gaming revenue. |
| ∎ | “Hybrid” refers to a model where an online gambling affiliate receives a combination of revenue share and CPA per referred player. |
| ∎ | “iGaming” refers to online casino services which offer games typically available in land-based casinos such as blackjack, roulette and slot machines. |
| ∎ | “NDCs” refers to new depositing customers at an online gambling operator. We and some of our peers track the NDCs we generate for our customers as a KPI to understand the ongoing performance of our platform. When used in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” an NDC refers to a unique referral of a player from our system to one of our customers that satisfied an agreed performance obligation (typically making a deposit above a minimum threshold) with the customer thereby triggering the right to a commission for us. |
| ∎ | “NGR” refers to net gaming revenue, calculated by making certain deductions from GGR such as bonuses, taxes and fees. |
| ∎ | “OECD” refers to Organisation for Economic Co-Operation and Development. |
| ∎ | “Online gamblers” refers to end users of online gambling services. |
| ∎ | “Online gambling” refers to all forms of online gambling including sports betting, iGaming, daily fantasy sports, poker and bingo among others. |
| ∎ | “Online gambling affiliates” refers to companies that provide performance marketing services to online gambling operators. |
| ∎ | “Online gambling operators” refers to licensed companies that operate real money online gambling services on one or more of their own websites. |
| ∎ | “Organic growth” refers to percentage change in sales during the past period compared to the same period the previous year. Organic growth is adjusted to exclude revenue from businesses or assets acquired during the past 12 months. |
| ∎ | “Our customers” refers to online gambling operators to which we referred online gamblers. |
| ∎ | “Our referred players” refers to the entire body of online gamblers who we have referred to our customers. |
| ∎ | “PASPA” refers to the judicially-overturned Professional and Amateur Sports Protection Act of 1992. |
| ∎ | “PPC” refers to pay-per-click. |
| ∎ | “Revenue share” refers to a model where an online gambling affiliate is compensated with a percentage of the NGR produced by a pool of referred players. |
| ∎ | “SEO” refers to search engine optimization. |
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB, and as adopted by the European Union, or the EU. None of our financial statements were prepared in accordance with generally accepted accounting principles in the U.S.
We maintain our books and records in Euros, the functional currency of the Company and its primary subsidiary. The reporting currency for our financial statements is U.S. dollars. Unless otherwise noted, the financial information presented herein as of December 31, 2019 and 2020 is stated in U.S. dollars, our reporting currency. All references herein to “our financial statements,” “our audited consolidated financial information,” and “our audited consolidated financial statements,” are to the consolidated financial statements included elsewhere in this prospectus.
This financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.
Our fiscal year ends on December 31. References in this prospectus to a fiscal year, such as “fiscal year 2020,” relate to our fiscal year ended on December 31 of that calendar year.
Financial Information in U.S. Dollars
Solely for the convenience of the reader, we have translated some of the Euro amounts included in this prospectus from Euros into U.S. dollars. You should not construe these translations as representations by us that the amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated. See Note 2—Foreign Currency Translation to our consolidated financial statements for rates utilized to translate Euro amounts into U.S. dollars.
Special Note Regarding Non-IFRS Financial Measures
Management uses several financial measures, both IFRS and non-IFRS financial measures in analyzing and assessing the overall performance of the business and for making operational decisions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”
EBITDA and Adjusted EBITDA
EBITDA is a non-IFRS financial measure defined as earnings excluding finance costs, tax, depreciation, and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense and other items that our board of directors believe do not reflect the underlying performance of the business.
We believe EBITDA and Adjusted EBITDA are useful to our management as a measure of comparative operating performance from period to period as it removes the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events.
Free Cash Flow
Free Cash Flow is a non-IFRS financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX.
We believe Free Cash Flow is useful to our management as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS.
Constant Currency
Some of our financial and operational data that we disclose in this prospectus is presented on a ‘constant currency’ basis to isolate the effect of currency changes during the period. Where we refer to a measure being calculated in ‘constant currency,’ we are calculating the dollar change and the percentage change as if the exchange rate that is being used in the current period was in effect for all prior periods presented. We believe that this calculation provides a more meaningful indication of actual period over period performance and eliminates any fluctuations from currency exchange rates.
Rounding
We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
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This summary does not contain all of the information you should consider before investing in our ordinary shares. You should read the entire prospectus carefully, including “Risk Factors,” “Summary Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and our consolidated financial statements and the related notes included at the end of this prospectus, before making an investment in our ordinary shares.
Overview
We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry based on December 31, 2020 and March 31, 2021 revenue. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com and Bookies.com. We tailor each one of our websites to different user interests and markets within the online gambling industry by producing original content relating to the sector, such as news, odds, statistics, product reviews and product comparisons of locally available online gambling services. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert these potential online gamblers into actual paying players. In this way, we provide business-to-business, or B2B, digital marketing services to online gambling operators.
We are not a gambling company and do not offer any gambling services ourselves. We can alternatively be described as a lead generation company, an affiliate marketing company or simply an affiliate. Online gambling operators pay us to refer online gamblers to their services. In many ways, we are more akin to an online media company as our revenue is derived primarily from online marketing. We take high-value gambling industry domain names and develop them into market leaders.
We generate revenue by referring online gamblers to online gambling operators. When an online gambler visits an online gambling operator from one of our websites, registers a new account and makes a deposit, this online gambler becomes one of our referred players. Each of our referred players entitles us to remuneration pursuant to our agreements with the online gambling operator. Our agreements are primarily based on a revenue share model, a Cost Per Acquisition model (also referred to as CPA), or a combination of both.
To engage an audience of online gamblers, we own and operate 32 different websites in six languages across 13 national markets covering all aspects of the online gambling industry, which includes iGaming and sports betting. By consistently attracting online gamblers with high-quality content, we referred more than 78,000, 100,000 and approximately 35,000 players to online gambling operators in 2019 and 2020 and the three months ended March 31, 2021, respectively. We have increased our customer base from 111 in 2017 to over 200 in the first quarter of 2021.
We had revenues of $11.00 million, $19.00 million, $19.27 million, $27.98 million and $11.52 million in 2017, 2018, 2019, 2020 and the three months ended March 31, 2021, respectively. We achieved a revenue compound annual growth rate of 35% from the period of 2017 to 2020. We had a net loss of $1.90 million in 2019 and net income of $15.15 million and $4.47 million in 2020 and the three months ended March 31, 2021, respectively. We had an Adjusted EBITDA of $3.75 million, $14.61 million and $7.12 million in 2019, 2020 and the three months ended March 31, 2021, respectively. We had Free Cash Flow of $2.28 million, $10.80 million and $6.40 million in 2019, 2020 and the three months ended March 31, 2021, respectively. Adjusted EBITDA and Free Cash Flow are non-IFRS financial measures and may not be comparable to similarly titled measures of other companies and have limitations as analytical tools. For more information about our non-IFRS financial measures and reconciliations thereof to the most comparable respective IFRS measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”
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Our Value Proposition
By delivering the high-quality content online gamblers need, we create value across the industry’s ecosystem, from player to online gambling operator.
Value to Online Gamblers. We help online gamblers start their consumer journey with confidence by providing a comprehensive set of resources to educate and inform online gamblers before they pick an online gambling operator.
Value to Online Gambling Operators. We provide a reliable and deep source of NDCs. Our performance-based compensation model and history of continued business with industry heavyweights speak to our reputation as a key partner in helping our customers meet their customer acquisition targets.
Value to Online Gambling and Platform Providers. We create value for the entire online gambling ecosystem by powering the growth of online gambling operators.
Value to Gambling Regulators. By steadfastly following and helping to enforce the guidelines and policies of the regulators of the online gambling industry within 13 national markets, we help steer players away from black-market, offshore online gambling operators and toward locally-licensed, onshore operators.
Industry background
Increased Internet penetration, faster mobile technology and movement from land-based to online gambling has increased acceptance of online gambling as a mainstream leisure activity.
Global Online Gambling Industry. According to a January 2021 H2 Global All Product Summary Report by H2 Gambling Capital, or the H2 Global Report, the global online gambling market size (locally regulated and offshore) was estimated to be $65 billion in 2019, growing from $41 billion in 2015. This market is expected to grow to $113 billion by 2025, with a compound annual growth rate, or CAGR, of 10% from 2019 to 2025.
U.S. Online Gambling Industry. We believe the growth potential for online gambling in the U.S. is high as states legalize sports betting. On May 14, 2018, the U.S. Supreme Court invalidated the Professional and Amateur Sports Protection Act, or PASPA, which since 1992 had prevented certain states from engaging in regulation and taxation of sports betting activities. Since the invalidation of the PASPA, there has been a broad push amongst states to legalize various forms of online gambling. By the end of 2018, nine states legalized sports betting in some capacity. As of April 2021, four states have legalized both iGaming and online sports betting; 18 states (including the District of Columbia) have legalized online sports betting and one additional state has legalized iGaming. Overall, 44% of states have legalized online sports betting or iGaming. Applying the estimated 2023 New Jersey iGaming gross revenue per adult and online sports betting gross revenue per adult to the size of the estimated 2023 U.S. adult population, we estimate that the overall U.S. online gambling market could grow to $69 billion if 100% of U.S. states were to legalize online gambling. According to the H2 Global Report, the U.S. online gambling market is expected to grow to $16 billion by 2025, with a CAGR of 39% from 2019 to 2025.
Global Online Gambling Affiliate Industry. Companies that provide digital marketing services to online gambling operators, or online gambling affiliates, help online gambling operators meet their customer acquisition goals by directing traffic to an online gambling operator’s website primarily via informational websites to help online gamblers make educated choices among the available marketplace options. Historically, online gambling affiliates were responsible for 40% of iGaming revenues, according to a May 2018 Kepler Cheuvreux report. Although there has been substantial consolidation in the online gambling affiliate industry from 2015 to 2018, the sector remains highly fragmented. We estimate that globally, no online gambling affiliate has market share more than 5% as of 2020, based on 2020 revenue for three market leading operators (Better Collective A/S, or Better Collective, Catena Media Plc, or Catena Media, and us) as a percentage of estimated global affiliate market size in 2020. This presents a major opportunity for us to capture a leading position in the market.
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U.S. Online Gambling Affiliate Industry. Applying the estimated 2023 New Jersey iGaming gross revenue per adult and online sports betting gross revenue per adult to the size of the estimated 2023 U.S. adult population, we estimate that the overall U.S. online gambling market could grow to $69 billion if 100% of U.S. states were to legalize online gambling. At 100% legalization, $43 billion is estimated to be driven by iGaming while $23 billion is estimated to be driven by online sports betting. We assume that at market maturity, 65% of the legal U.S. population will have access to legal online sports betting, and 30% will have access to legal iGaming. Applying these estimates to the market at 100% legalization implies online sports betting and iGaming market sizes of $17 billion and $13 billion at maturity, for a combined U.S. online gambling market size at maturity of approximately $30 billion.
We estimate that approximately 45% of online gambling operator revenue will be spent on marketing each year as operators seek to establish their brands, based on the historical marketing spend of DraftKings, Rush Street Interactive and Golden Nugget Online Gaming. Of this marketing spend, we estimate that approximately 29% will be spent on affiliates, based on a February 2019 research report by Pareto Securities. This implies an online gambling affiliate market size of approximately $4 billion at maturity of the U.S. online gambling market.
Market Trends in Our Favor
Transition from Land-based Gambling to Online Gambling. As technology enables easier access, gambling has become more accessible to players outside of traditional land-based settings. The global gambling industry is in the process of shifting to an online strategy just like other large consumer industries such as music, movies and newspapers. The transition started with the first online bets in 1996 and has continued to claim more and more market share from land-based gambling, such that in certain European markets online gambling now represents a majority of overall gambling.
The COVID-19 pandemic has forced an acceleration in the adoption of digital technology and online experiences broadly, including in the gambling industry. As a leading provider of digital marketing services for the global online gambling industry, we have seen significant growth in revenues, as COVID-19 has shifted players to online entertainment. While the lasting impact of COVID-19 on the online gambling market is uncertain, we believe that the changes in player behaviors may have a permanent effect on the online gambling market and our business.
Increase in Number of Regulated Markets. As the global online gambling market grows, many countries around the world are reviewing their regulatory systems for both land-based and online gambling in the context of a new, digital world. We believe that policymakers in the U.S. and abroad will increasingly recognize their constituents’ desires for access to online gambling services as well as the potential tax revenue from regulated online gambling.
Increased Demand for Digital Marketing Services. Both internationally established online gambling operators along with new U.S.-specific online gambling operators are fighting to maximize their market share. Online gambling affiliates have a clear opportunity to help these companies establish market-leading positions. We believe in the coming years, online gambling operators will prioritize market share over bottom-line profits. This will require online gambling operators to invest aggressively to acquire online gamblers, resulting in high demand for online gambling affiliate services.
Our Competitive Strengths
We believe the following to be our core competitive strengths, which distinguish us significantly from our competitors and allow us to compete more effectively in the online gambling affiliate market.
Premier Branded Destinations. We take pride in our tightly managed network of 32 high quality websites which include the industry-defining website Gambling.com as well as the ideally-branded Bookies.com for the U.S. market. In comparison to some of our peers who operate thousands of websites of varying degrees of quality, our portfolio is much smaller and more tightly managed through common software systems. For example, based on publicly available company information, our peers Better Collective and Catena Media operate more than 2,000 and 1,200 websites, respectively. Our strategy produces significantly more average revenue per website than Better
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Collective and Catena Media, calculated by dividing their publicly reported 2020 annual revenues and their revenues for the first quarter in 2021 over their number of websites. By investing more into each individual website in our portfolio, we can ensure our websites get adequate resources to be leaders in their particular focus areas.
Our iconic website Gambling.com lends itself easily to branding efforts and creates instant credibility in the eyes of new consumers. We intend to continue to leverage this brand and its unique position to make it the definitive global leader in the online gambling affiliate market.
Strategic Presence in Growth Markets. We focus on legalized and soon-to-be legalized markets around the world. Currently, we publish content localized for more than eight European countries, North America and Oceania. Revenues in our established European markets have grown from $13.41 million for the year ended December 31, 2019 to $16.19 million for the year ended December 31, 2020 in respect of the U.K and Ireland and from $2.88 million in the year ended December 31, 2019 to $5.25 million for the year ended December 31, 2020 in respect of Other Europe. Revenues in our established European markets have grown from $2.61 million for the three months ended March 31, 2020 to $6.27 million for the three months ended March 31, 2021 in respect of the U.K. and Ireland and from $0.82 million in the three months ended March 31, 2020 to $3.00 million for the three months ended March 31, 2021 in respect of Other Europe. Identifying the growth opportunity of the North American market, in 2019 we opened an office in Charlotte, North Carolina and relocated our Chief Operating Officer, Kevin McCrystle, to lead our growth efforts in North America. With revenue growth of 107% from 2019 to 2020 and 315% from the first quarter of 2020 to the first quarter of 2021, North America saw significant growth over the period.
High-Quality Customer Base Consisting of Major Online Gambling Operators. We have a robust client portfolio which includes most major online gambling operators from the U.S. and Europe. During the year ended December 31, 2020 and the three months ended March 31, 2021, we worked with over 200 online gambling operators including publicly-traded business such as DraftKings Inc., Flutter Entertainment Plc (FanDuel, PaddyPower, Betfair), Entain Plc (BetMGM, Ladbrokes, bwin, partypoker), Kindred Group Plc (Unibet, 32Red), Rush Street Interactive, Inc. (Sugarhouse, BetRivers), William Hill Plc, 888 Holdings Plc, Golden Nugget Online Gaming, Inc. and PointsBet Holdings Ltd. While we prioritize deepening our relationships with our existing customers, we have also increased our number of customers from 111 in 2017 to over 200 in the first quarter of 2021. With an ever-growing base of customers, we are able to discover more high-quality customers with which we can build significant partnerships. In 2020 and the first quarter of 2021, our reputation as an effective online gambling affiliate drew in over 450 and 100 inquiries, respectively, from potential customers. We have not been ranked lower than eight on the eGaming Review, or EGR, Power Affiliates list since its inception in 2018.
Proven Track Record of Transforming Domains into Successful Businesses. We have the expertise and experience to transform high-value gambling industry domain names into high-performing websites. We acquired the Gambling.com domain name in 2011, with no business or revenue, and turned it into the globally recognized, market-leading brand that it is today, operating in nine markets and four languages. We have also developed the CasinoSource and SlotSource series of websites from nothing to websites with $5.25 million and $1.54 million in sales in 2020 and the three months ended March 31, 2021, respectively. We leveraged all of our experience with Gambling.com to refine Bookies.com at a faster pace. Since we acquired Bookies.com in early 2018, we have transformed it into an all-inclusive platform focusing on sports betting in the U.S., with more than 60 contributors, positioning Bookies.com to benefit from the next wave of online gambling regulation in the U.S.
Integrated Platforms Empowered by Technological Excellence. We have developed four proprietary software platforms to maximize operational efficiency in the delivery of our consumer websites. These platforms are used across our network and enable us to significantly reduce website loading times for visitors, efficiently organize and manage all of the content which appears on our websites and precisely optimize the placement of our customers’ messages across our network. We have never hesitated to invest in our own technical systems
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and believe we are at the forefront, compared to our peers, in terms of leveraging technology in general and artificial intelligence in particular to optimize our business.
Our ability to increase market share by continuing to deliver best in class content on our branded destinations depends on the effective implementation of search engine optimization, or SEO, strategies across our portfolio of websites, which itself depends in part on the efficient use of our technology platforms. SEO is the practice of optimizing websites so that they are favored by search engines, such as Google, to appear in top positions on the search engine results pages for particular search queries. The ranking of a website is determined by the search engine according to an algorithm which factors in thousands of different parameters including quality of content, website speed and how people engage with a website.
We have demonstrated time and again over our 15-year history that we are adept at building websites which are ranked favorably by search engines such as Google. We believe that Google and other search engines are increasingly adept at identifying the truly high-quality content that deserves prominence. Our investments in content, product and website delivery have thus naturally resulted in strong rankings without significant additional effort.
By leveraging our investments in technology, we can ensure that our team remains able to efficiently produce and publish high quality content which in turn serves to improve our SEO as high quality content is one of the key factors in SEO success.
Experienced Leadership. We continue to be led by our founding team, Charles Gillespie and Kevin McCrystle, which have been with the company since our inception in 2006 and 2007, respectively. Mr. Gillespie is a recognized leader in the online gambling industry and was named Sports Betting Community Leader of the Year in 2019. He is cited regularly by business and industry media for his work in advocating for a free and open online gambling market in the U.S. Mr. McCrystle has led us to become a global performance marketing leader with a team of over 100 employees. He has developed and implemented our strategy for product, marketing, content and sales, as well as the integration of key acquisitions. Our co-founders’ technology-forward approach, strategic vision for growth and long-standing reputation as industry experts has led us to become one of the fastest-growing performance marketing companies for online gambling.
Proven History of Organic Growth and Continued High Organic Growth Potential. We have delivered significantly more organic growth than our peers which report publicly over the last three years. Our organic growth strategy focuses on perfecting our internal processes, technology, and products instead of relying on acquisitions. For the period from 2017 to 2020, we recognized a 52% organic revenue CAGR compared to 14% for Better Collective and 8% for Catena Media over the same period. Additionally, since 2018, we have maintained an average year-over-year quarterly organic growth rate of 33%, compared to 15% for Better Collective and 10% for Catena Media. In 2020, our year-over-year organic revenue growth was 45%, compared to 8% for Better Collective and 9% for Catena Media. In the first quarter of 2021, our year-over-year organic revenue growth was 180%, compared to 53% for Catena Media and 19% for Better Collective. We have grown faster than our established global online gambling affiliate peers, which validates our focus on superior brands and technological excellence as the winning strategy. We expect our foundation of big brands and technological precision to continue to pay dividends over the long-term as we scale the business.
We expect that our established markets will continue to grow at a steady pace over the next few years. The combined market for online gambling in two of our largest, established markets, the U.K. and Ireland, is expected to grow at a CAGR of 6.2% from 2019 to 2025, according to the H2 Global Report. We expect that our operations in these countries will grow alongside these markets, supplementing the more dramatic growth we expect to deliver in our growth markets.
According to the H2 Global Report, as of January 2021, the global online gambling industry is expected to grow at a CAGR of 10% from 2019 to 2025 (onshore and offshore). Even if we only maintain our current market share of the global online gambling affiliate market, we believe that we will continue to grow in line with the broader industry. We intend to grow our market share, which will further increase our growth. We
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currently have a robust portfolio of over 500 undeveloped gambling domain names for future projects, including premium domain names such as Bookmakers.com and FootballScores.com.
Our Growth Strategies
Key elements of our growth strategy include:
Expanding in the U.S. As states across the U.S. continue to legalize online gambling, we are laying the foundation for the U.S. market to eventually be our largest market by revenue. We are pursuing market share by deploying publishing assets on both a national and state-based level as well as adding U.S. content to our international destinations. As of March 31, 2021, we were approved to operate in New Jersey, Pennsylvania, West Virginia, Colorado, Illinois, Tennessee, Virginia and Indiana. In May 2021, we were approved to operate in Michigan. We are actively pursuing licenses or approvals in all states where we expect a viable market.
Our revenue in North America grew 106% from $1.92 million for the year ended December 31, 2019 to $3.96 million for the year ended December 31, 2020. Our revenue in North America grew 315.08% from $0.40 million for the first quarter of 2020 to $1.65 million for the first quarter of 2021. In addition to growing our international flagship website Gambling.com, we intend to grow several U.S.-oriented websites, such as Bookies.com, TopUSCasinos.com, TopNJCasinos.com, VirginiaIsForBettors.com, GreatLakesStakes.com and PennStakes.com, to become the go-to resources for information on U.S. iGaming and sports betting in their respective states. Policymakers in Canada are also reviewing the regulation of sports betting which would present a significant additional opportunity for our North American operations.
Growing Our Global Strategic Presence. Internationally, we target stable, regulated markets with significant growth potential. We believe we will continue to grow in existing markets such as Canada, Italy, Austria and Germany. We regularly monitor the regulatory landscape to be in a position to enter soon-to-be regulated markets for possible future expansion such as the Netherlands and Latin America.
Pursuing Strategic Acquisitions. While we primarily focus on organically growing our current business and expanding into new markets, the possibility for quality acquisitions provides another avenue for future growth. Between 2017 and 2018, we completed four acquisitions. As jurisdictions impose stricter regulatory requirements and compliance demands that create additional work for online gambling affiliates, these disproportionately burden smaller online gambling affiliates who are less able to handle the influx of requests from online gambling operators and regulators. Online gambling operators value the professionalism and competence of larger online gambling affiliates who are adept at maintaining high regulatory standards.
We expect this environment will lead to tactical opportunities for us to acquire strong, sub-scale online gambling affiliates. Smaller online gambling affiliates may have product market fit in a particular niche of the industry but lack the sophisticated publishing and monetization systems available to larger online gambling affiliates like us. Our experience and technological capabilities position us as a sophisticated player to acquire strong sub-scale online gambling affiliates that will benefit from our more established processes. We plan to continue to leverage our history of successful acquisitions and internal organic growth to search for potential targets with strategic assets and strong management teams.
Developing Pipeline Projects. We have several pilot projects which could result in meaningful new lines of business. For example, in 2020, we launched Bookies Edge, a premium content model available to paying users on Bookies.com. Online gamblers using Bookies.com can subscribe to monthly and yearly packages of premium content to access exclusive picks, tips and analysis. We consider this new line of business a start-up within our broader organization and plan to invest more resources in the business should we be able to identify favorable unit economics. We are also formulating plans to develop bookmakers.com, an ultra-premium domain ideally suited to target English-speaking sports betting consumers outside the U.S.
Risks Associated with Our Business
Investing in our ordinary shares involves risks. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in our ordinary shares. If any of these risks actually occurs, our
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business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our ordinary shares would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face:
| ∎ | We rely on traffic to our websites to grow revenue. Our business could be negatively affected by changes in search engine algorithms and dynamics. |
| ∎ | The online gambling industry is heavily regulated. Changes to the regulatory framework in the jurisdictions in which we operate could restrict our ability to advertise or could harm our customers’ business, which could in turn negatively affect our financial performance. |
| ∎ | Our industry continues to evolve, which makes it difficult to evaluate our current business and future prospects. |
| ∎ | We derive a significant portion of our revenue from our top ten customers. The loss of any of these customers could materially negatively impact our results. |
| ∎ | We do not have long-term commitments from our customers, and we may not be able to retain customers or attract new customers that provide us with revenue that is comparable to the revenue generated by any customers we may lose. |
| ∎ | A large portion of our revenue depends on our customers’ calculated revenue and cost base and could therefore vary or be subject to miscalculations or deliberate misrepresentation. |
| ∎ | The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. |
| ∎ | We depend on key personnel to operate our business. An inability to retain, attract and integrate qualified personnel would harm our ability to develop and successfully grow our business. |
| ∎ | Our ability to increase our revenue depends on our ability to introduce successful new products and services. Our ongoing investments in developing products and services involve significant risks, could disrupt our current operations and may not produce the long-term benefits that we expect. |
| ∎ | An actual, alleged or perceived security incident, inadvertent disclosure or breach of sensitive information, including confidential and personal information, we process, or of the security of our or our customers’, vendors’, or partners’ networks and systems could be detrimental to our business, reputation, financial information and results of operations. |
| ∎ | We were the target of a cybersecurity attack that impacted a portion of our information technology systems. |
| ∎ | Systems failures and resulting interruptions in the availability of our websites, apps, or platforms could adversely affect our business, financial condition, and results of operations. |
| ∎ | We have acquired, and may continue to acquire, other companies or technologies, which could divert management’s attention and otherwise disrupt our operations and harm our operating results, whether or not the acquisition is consummated. We may fail to acquire companies whose market power or technology could be important to the future success of our business. |
| ∎ | If we fail to manage our rapid growth effectively, our brand, business, financial condition and results of operations could be adversely affected. |
| ∎ | The impact of economic conditions, including the resulting effect on consumer spending, may adversely affect our business, financial condition, and results of operations. |
| ∎ | Consolidation among the online gambling operators may reduce demand for our products and profitability. |
| ∎ | Negative events or negative media coverage relating to online gambling may adversely impact our ability to retain or attract online gamblers, which could have an adverse impact on our business. |
| ∎ | We and our customers may have difficulty accessing the services of banks or the financial system and our business could be materially adversely affected. |
| ∎ | Our failure to obtain or maintain applicable licenses or approvals, or otherwise comply with applicable requirements, could adversely affect our business and our operations. |
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| ∎ | We may be subject to legislation that limits or restricts the marketing of online gambling services and we could fail to comply with such legislation. |
| ∎ | We are subject to governmental regulation and other legal obligations related to privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity. |
Corporate information
We were incorporated in the British Virgin Islands as TGG International Holdings Limited on July 26, 2006. We amended our name to KAX Media Limited on October 3, 2012 and subsequently continued as a private limited liability company in Malta on October 7, 2016. We amended our name to Gambling.com Group Limited on May 18, 2017. On January 7, 2018, we converted into a public limited liability company with a name change to Gambling.com Group Plc. We redomiciled from Malta to the Channel Island of Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended, or the Jersey Companies Law, on May 27, 2021 and were renamed Gambling.com Group Limited.
Our primary operating entity is headquartered in Ireland. Our registered address is 22 Grenville Street, St. Helier, Channel Island of Jersey JE4 8PX. Our website address is www.gambling.com/corporate. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus and is not incorporated by reference herein. We have included our website address in this prospectus solely for informational purposes.
Our agent for service of process in the U.S. is GDC America Inc., located at 514 North Franklin St, Suite 201, Tampa, FL 33602, telephone number +1 813 445 7555. Our wholly-owned subsidiaries are GDC Media Limited, incorporated in Dublin, Ireland; GDC America Inc., incorporated in Tampa, Florida; and GDC Malta Limited, registered in Malta.
Emerging Growth Company
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These reduced reporting requirements include:
| ∎ | the requirement to present only two years of audited financial statements and only two years of related management’s discussion and analysis in this prospectus; |
| ∎ | an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting; |
| ∎ | reduced disclosure about our executive compensation arrangements; and |
| ∎ | an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or stockholder approval of any golden parachute arrangements. |
We may take advantage of these provisions until we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue (as adjusted for inflation); (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of this offering. We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.
The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use
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this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.
Recent Developments
Preliminary Estimates of Financial Results for Three Months Ended June 30, 2021
We are in the process of finalizing our results for our fiscal quarter ended June 30, 2021. Based on currently available information, we estimate that, for the second fiscal quarter:
| ∎ | Total revenue will be in the range of $10.2 million to $10.6 million. |
| ∎ | Operating profit will be in the range of $3.0 million to $3.5 million. |
The range of the operating profit in the fiscal quarter ended June 30, 2021 is affected by non-recurring expenses related to this offering in the range of $1.4 million to $1.7 million. This unaudited preliminary financial information for the three months ended June 30, 2021, is based upon our estimates and subject to completion of our quarter end financial results. Moreover, this financial information has been prepared solely on the basis of currently available information by, and is the responsibility of, management. The unaudited preliminary financial information for the fiscal quarter ended June 30, 2021 has not been reviewed or audited by our independent public accounting firm. This preliminary financial information is not a comprehensive statement of our financial results for this period, and our actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments, and other developments that may arise between now and the time the closing procedures for the fiscal quarter are completed. There can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control.
Factors that could cause actual results to differ from those described below are set forth in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” You should read this information together with the financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for prior periods included elsewhere in this prospectus. Our consolidated interim condensed financial statements for the three months ended June 30, 2021 are not expected to be reported to the public until after this offering is completed.
We believe that the foregoing information about our revenues and operating profit is important to an investor’s understanding of our performance and is a meaningful indicator for assessing our operating performance.
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THE OFFERING
| Ordinary Shares Offered by us |
5,250,000 ordinary shares |
| Ordinary Shares Offered by the Selling Shareholders |
2,250,000 ordinary shares (or 3,375,000 ordinary shares if the underwriters exercise in full their option to purchase additional shares) |
| Ordinary Shares Outstanding Before this Offering |
28,556,422 ordinary shares |
| Ordinary Shares to be Outstanding After this Offering |
33,806,422 ordinary shares |
| Underwriters’ Option to Purchase Additional Ordinary Shares |
Certain of the selling shareholders have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to an additional 1,125,000 ordinary shares at the initial public offering price less the underwriting discount. |
| Use of Proceeds |
We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures and potential strategic investments and acquisitions. See “Use of Proceeds.” |
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We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. |
| Dividend Policy |
We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and expand our business. Declaration and payment of any dividend is subject to the discretion of our board of directors and the requirements of the laws of Jersey as well as the other limitations set forth in the sections of this prospectus entitled “Dividend Policy,” “Risk Factors” and “Description of Share Capital.” |
| Lock-up Agreements |
We, the selling shareholders, our officers, directors and holders of substantially all our outstanding ordinary shares have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. |
| Risk Factors |
See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares. |
| Proposed Nasdaq Symbol |
GAMB |
The number of ordinary shares to be outstanding after this offering is based on 28,556,422 ordinary shares outstanding as of March 31, 2021. The number of ordinary shares to be outstanding after this offering excludes
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3,609,744 ordinary shares reserved for issuance under our equity incentive plans and equity awards as of March 31, 2021, of which there were outstanding options and warrants to purchase 2,844,744 shares at a weighted average exercise price of $1.68 per share.
Unless otherwise indicated, this prospectus assumes an initial public offering price of $12.00 per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus.
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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables summarize our consolidated financial and other data for the periods indicated. The summary consolidated statements of comprehensive income data for the years ended December 31, 2019 and 2020 and the consolidated statement of financial position data as of December 31, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. These consolidated financial statements have been prepared in conformity with IFRS as issued by the IASB and as adopted by the EU. The following summary consolidated statements of comprehensive income data for the three months ended March 31, 2020 and 2021 and the summary consolidated statement of financial position data as of March 31, 2021 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as our audited consolidated financial statements.
This information should be read together with, and is qualified in its entirety by, our consolidated financial statements and the notes thereto. You should read the following summary consolidated financial and other data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto.
| YEAR ENDED DECEMBER 31, | THREE MONTHS ENDED MARCH 31, | |||||||||||||||
| 2019 | 2020 | 2020 | 2021 | |||||||||||||
| (Unaudited) | ||||||||||||||||
| (in thousands USD, except for share and per share data) |
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| CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME DATA |
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| Revenue |
$ | 19,266 | $ | 27,980 | $ | 4,111 | $ | 11,517 | ||||||||
| Sales and marketing expenses |
(10,862 | ) | (8,103 | ) | (2,260) | (2,704 | ) | |||||||||
| Technology expenses |
(2,498 | ) | (2,503 | ) | (535) | (690 | ) | |||||||||
| General and administrative expenses |
(4,213 | ) | (5,956 | ) | (1,083) | (2,772 | ) | |||||||||
| Allowance for credit losses |
(293 | ) | (287 | ) | (147) | (140 | ) | |||||||||
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| Operating profit |
1,400 | 11,131 | 86 | 5,211 | ||||||||||||
| (Losses) gains on financial liability at fair value through profit or loss |
(94 | ) | 1,417 | 4,999 | — | |||||||||||
| Finance income |
140 | 303 | 286 | 158 | ||||||||||||
| Finance expense |
(2,475 | ) | (2,099 | ) | (587) | (237 | ) | |||||||||
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| (Loss) income before tax |
(1,029 | ) | 10,752 | 4,784 | 5,132 | |||||||||||
| Income tax (charge) credit |
(872 | ) | 4,399 | (51) | (666 | ) | ||||||||||
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| Net (loss) income for the period attributable to the equity holders |
$ | (1,901 | ) | $ | 15,151 | $ | 4,733 | $ | 4,466 | |||||||
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| Weighted-average number of ordinary shares, basic |
25,477,405 | 27,595,446 | 27,360,479 | 28,556,422 | ||||||||||||
| Net (loss) income per share attributable to ordinary shareholders, basic |
(0.07 | ) | 0.55 | 0.17 | 0.16 | |||||||||||
| Weighted-average number of ordinary shares, diluted |
25,477,405 | 30,879,550 | 30,704,722 | 31,401,166 | ||||||||||||
| Net (loss) income per share attributable to ordinary shareholders, diluted |
(0.07 | ) | 0.49 | 0.15 | 0.14 | |||||||||||
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| AS OF DECEMBER 31, | AS OF MARCH 31, | |||||||||||
| 2019 | 2020 | 2021 | ||||||||||
| (in thousands USD) | (Unaudited) | |||||||||||
| CONSOLIDATED STATEMENTS OF FINANCIAL POSITION DATA |
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| Cash and cash equivalents |
$ | 6,992 | $ | 8,225 | $ | 14,035 | ||||||
| Working capital (1) |
7,008 | 10,059 | 14,573 | |||||||||
| Total assets |
35,134 | 45,383 | 50,393 | |||||||||
| Total non-current liabilities |
19,852 | 7,499 | 7,385 | |||||||||
| Total equity |
12,931 | 34,212 | 37,156 | |||||||||
| YEAR ENDED DECEMBER 31, | THREE MONTHS ENDED MARCH 31, | |||||||||||||||
| 2019 | 2020 | 2020 | 2021 | |||||||||||||
| (in thousands, unaudited) | ||||||||||||||||
| OTHER SUPPLEMENTAL DATA |
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| New Depositing Customers (2) |
79 | 104 | 16 | 35 | ||||||||||||
| (1) | Working capital is defined as total current assets minus total current liabilities. |
| (2) | We define New Depositing Customers, or NDCs, as unique referral of a player from our system to one of our customers that satisfied an agreed performance obligation (typically making a deposit above a minimum threshold) with the customer thereby triggering the right to a commission for us. |
Non-IFRS Financial Measures
| YEAR ENDED DECEMBER 31, | THREE MONTHS ENDED MARCH 31, | |||||||||||||||
| 2019 | 2020 | 2020 | 2021 | |||||||||||||
| (in thousands USD, unaudited) | ||||||||||||||||
| Adjusted EBITDA (1) |
$ | 3,747 | $ | 14,608 | $ | 769 | $ | 7,117 | ||||||||
| Free Cash Flow (2) |
$ | 2,283 | $ | 10,804 | $ | 212 | $ | 6,397 | ||||||||
| (1) | For information on how we define Adjusted EBITDA and a reconciliation of Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.” |
| (2) | For information on how we define Free Cash Flow and a reconciliation of Free Cash Flow, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.” |
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Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Summary Consolidated Financial and Other Data” and our consolidated financial statements and related notes, before making a decision to invest in our ordinary shares. Our business, financial condition, results of operations or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations and prospects could be adversely affected. In that event, the market price of our ordinary shares could decline, and you could lose part or all of your investment.
Risks Relating to Our Business and Industry
We rely on traffic to our websites to grow revenue. Our business could be negatively affected by changes in search engine algorithms and dynamics.
We rely heavily on Internet search engines, such as Google, through their unpaid search results, to generate a significant portion of the traffic to our website. For the year ended December 31, 2020, the vast majority of the traffic to our websites came through unpaid channels, including SEO, and a small minority came through paid marketing channels such as pay-per-click advertising. For the three months ended March 31, 2021, all of the traffic to our websites came through unpaid channels, including SEO.
SEO is the process of optimizing websites to make them more appealing to search engines so that they rank favorably in the search engines’ results pages for certain queries. Although we believe that Google and other search engines are increasingly adept at identifying the truly high-quality content that deserves prominence, the factors affecting the appearance and rankings of search results are determined by search engines and are therefore not under our direct control. For example, search engines change their algorithms periodically, which could cause our websites to appear lower or not at all in the search engines’ results pages. In the future, search engines may change the search results pages to promote search engines’ own products or services. In addition, search engines may favor paid searches over natural searches. As a result, our competitors’ pay-per-click advertising could receive higher prominence than our own websites. Our websites have experienced fluctuations in search rankings in the past. While the amount of natural search traffic from Google across our entire portfolio consistently varies based on a variety of factors related to both search rankings and consumer demand, the amount of natural search traffic can shift up or down more significantly when Google implements a core update to their search algorithm. Such updates can lead to larger than normal changes in Google search engine rankings which in turn effect traffic, although some updates have no impact on certain sites. We have consistently seen increases in our natural search traffic between core algorithm updates. When updates are negative, we tend to continue to grow after the update is fully rolled out. When updates are positive, we tend to plateau for a short period after the update. For example, the November 2020 Google Core Algorithm update saw natural search users decline approximately 10% on Gambling.com in the week after the update before increasing approximately 6% in January. The May 2020 Core Algorithm update saw natural search users increase by approximately 40% in May compared to April on Gambling.com, before settling down to approximately 16% increase in June.
As of the date of this prospectus, Google is implementing a series of core algorithm updates including the June Core Algorithm update, the ongoing Core Web Vitals update and the pre-announced July Core Algorithm update. As this series of updates overlap, have not finished being deployed and are being deployed during the summer when we see less demand for our services due to seasonality, the ultimate overall impact of these updates is not yet clear. If our websites are listed less prominently or fail to appear in search results for any reason, our business, results of operations and financial condition could be materially adversely affected.
Our industry continues to evolve, which makes it difficult to evaluate our current business and future prospects.
We launched operations in 2006 and have since frequently expanded our business. Our evolving business make it difficult to forecast our future results of operations. Our historical revenue growth should not be considered indicative of our future performance. These risks and challenges include our ability to:
| ∎ | attract and retain new customers; |
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| ∎ | increase the number of users of our websites and apps; |
| ∎ | continue to earn and preserve a reputation for providing meaningful and reliable reviews of local businesses; |
| ∎ | successfully manage our growth; |
| ∎ | successfully develop and deploy new features and products; |
| ∎ | manage and integrate successfully any acquisitions of businesses; |
| ∎ | avoid interruptions or disruptions on our platform; and |
| ∎ | recruit, integrate and retain talented personnel. |
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition, and results of operations could be adversely affected.
We derive a significant portion of our revenue from our top ten customers. The loss of any of these customers could materially negatively impact our results.
Historically, we have derived a significant portion of our revenue from a limited number of customers. For the year ended December 31, 2019 and 2020 and the three months ended March 31, 2021, our top ten customers accounted for 56%, 55% and 57% of our revenue, respectively, and our largest customer accounted for 21%, 20% and 19% of our revenue, respectively. These top customers contributed more revenue than the other customers because they were able to convert online gamblers into NDCs at a higher rate.
We cannot guarantee that these top customers will always choose to use our service. In the event we lost a top customer, although we are able to direct online gamblers (i.e., traffic) to our other existing customers, those customers might not be able to convert online gamblers into NDCs as frequently as a top customer. If we are unable to maintain and renew our relationship with our largest customers, then our business would be materially adversely affected.
We do not have long-term commitments from our customers, and we may not be able to retain customers or attract new customers that provide us with revenue that is comparable to the revenue generated by any customers we may lose.
Most of our customers do business with us by placing orders for particular digital marketing services or entering into revenue share arrangements. If we perform well on a particular services, then the customer may place new orders with us for additional services or enter into new revenue share arrangements. We rarely have any commitment from a customer beyond the services contemplated in the order or revenue share arrangement and, even then, customers can typically terminate at any time. As a result, our success is dependent upon our ability to outperform our competitors and win repeat business from existing customers, while continually expanding the number of customers for whom we provide services. In addition, it is relatively easy for customers to seek alternative online gambling affiliates for their digital marketing services because there are no significant switching costs. Because we generally do not have long-term contracts, it may be difficult for us to accurately predict future revenue streams. We cannot provide assurance that our current customers will continue to use our services or that we will be able to replace departing customers with new customers that provide us with comparable revenue.
A large portion of our revenue depends on our customers’ calculated revenue and cost base. Our customers’ calculations could vary or be subject to miscalculations or deliberate misrepresentation.
Many of our customer agreements are based on a revenue share model whereby we receive a portion of the online gambling operator’s NGR, generated by the referred players, typically for the entire consumer lifetime of the referred player. For the financial year ended December 31, 2020 and the three months ended March 31, 2021, revenue share agreements accounted for 12% and 8% of our revenue, respectively, and hybrid agreements (including a combination of revenue share and CPA model) accounted for 53% and 46% of our revenue, respectively.
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Under revenue share agreements, net revenues are calculated as the gross gaming revenue, or the GGR, for a user, adjusted for direct costs—such as transaction fees, bonuses and taxation. Online gambling operators’ directs cost may increase due to various factors, including increased taxation caused by new tax regulations. Some online gambling operators introduce arbitrary administration or other fees into the calculation to further reduce NGR.
Revenue share commissions are typically calculated on the basis of all of the referred players across a given online gambling affiliate account. Depending on our customer, we may maintain anywhere from one to ten or more online gambling affiliate accounts with each customer depending on the number of markets and websites where we work together. Referred players in an online gambling affiliate account are typically pooled when calculating commissions. As a result, a large winning referred player can zero-out the commission that would be payable on the other referred players within an online gambling affiliate account in any given month.
In addition, after we have directed an online gambler to an online gambling operator, we cannot directly track the online gambler’s activities in the online gambling operator’s system. We, therefore, rely on the net revenue calculations by the online gambling operator to determine our entitled payment. Consequently, there is a risk of miscalculation and misrepresentation, whether due to error, negligence or fraud. If such miscalculations occur undetected, subsequently remedied or retroactively adjusted, we could receive a lower fee than we are entitled to under our agreements, which in turn could result in lost revenue and have a material adverse effect on our business, financial condition and results of operations.
The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Not every online gambling operator covered by our market opportunity estimates will necessarily purchase our solutions at all, and some or many of those online gambling operators may choose to use the solutions offered by our competitors. It is impossible to build every product feature that every customer wants, and our competitors may develop and offer features that our platform does not provide. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of the online gambling operators covered by our market opportunity estimates will purchase our solutions at all or generate any particular level of revenue for us. Even if the market in which we compete meets the size estimates and growth forecasts in this prospectus, our business could fail to grow for a variety of reasons outside of our control, including competition in our industry or changing regulation. If any of these risks materialize, it could harm our business and prospects. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this prospectus, see the section titled “Industry and Market Data.”
We depend on key personnel to operate our business. An inability to retain, attract, and integrate qualified personnel would harm our ability to develop and successfully grow our business.
Our success and growth strategy depend on our ability to attract and retain key management and operating personnel, including skilled developers, marketing personnel, project managers, product managers and content editors. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. Experienced developers and marketing personnel, who are critical to the success of our business, are also in particularly high demand. Competition for their talents is intense and retaining such individuals can be difficult.
The future success of our business is highly dependent on the services and decisions of our management team, including Mr. Charles Gillespie, our Chief Executive Officer; Mr. Kevin McCrystle, our Chief Operating Officer; Mr. Elias Mark, our Chief Financial Officer; Mr. Johannes Bergh, our Chief Strategy Officer; and Ms. Ellen Monaghan, our VP of People. The loss of any of our executive officers or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Mr. Charles Gillespie and Mr. Kevin McCrystle are at-will employees, which means they may terminate their employment relationships with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or
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retaining and motivating existing employees, our business, operating results and financial condition could be materially adversely affected.
Our ability to increase our revenue depends on our ability to introduce successful new products and services. Our ongoing investments in developing products and services involve significant risks which could disrupt our current operations and may not produce the long-term benefits that we expect.
We compete in rapidly evolving and highly competitive markets, and we expect competition to intensify further in the future with the emergence of new technologies and new market entrants. We face competition from new and established local and international players in the online marketing industry, traditional marketing providers such as TV, printed publications and radio, and online gambling operators who conduct extensive marketing activities of their own.
Our competitors may enjoy competitive advantages, such as greater name recognition, longer operating histories, substantially greater market share, large existing user bases and substantially greater financial, technical and other resources. These companies may use these advantages to offer services similar to ours at a lower price and respond more effectively than we do to new opportunities and customer demands.
To attract new visitors, we must offer and develop new features on a continuous basis and perform regular system updates. As a result, we have invested, and expect to continue to invest, significant resources in developing products and services to drive traffic to our platform and engage our customers. For example, we have made considerable investments in our technology platform, including the Adge Business Intelligence Software, the Origins Publishing Platform, the Genesis content management system, the Elements advertiser management system, and the Adge business intelligence system. Our product development efforts may include significant changes to our existing products or new products that are unproven. Such investments may not prioritize short-term financial results and may involve significant risks and uncertainties, including distracting management and disrupting our current operations. We cannot assure you that any resulting new or enhanced products and services will engage online gamblers and online gambling operators. We may fail to generate sufficient revenue, operating margin or other value to justify our investments in such products, thereby harming our ability to generate and increase revenue.
An actual, alleged or perceived security incident, inadvertent disclosure or breach of sensitive information, including confidential and personal information, we process, or of the security of our or our customers’, vendors’, or partners’ networks and systems could be detrimental to our business, reputation, financial information and results of operations.
Advances in technology, discoveries of new weaknesses and other developments with software generally used by the Internet community may increase the risk we will suffer a security incident. As part of our business we process certain personal, confidential and sensitive information. We may in the future fail to detect or prevent security incidents, inadvertent disclosure or breach of sensitive information, including from malware, ransomware, viruses, worms or similar threats for any number of reasons, such as our failure to enhance and expand our platform to reflect industry trends, new technologies and new operating environments, the complexity of the environment, network or systems of our clients, vendors, or partners. We, our customers, vendors or partners may experience such incidents due to data being misappropriated by a malicious insider or unauthorized party, such as employee error, rogue employee activity, or other unlawful or unauthorized acts, which if successful, may result in either threatened or actual exposure leading to unauthorized access, disclosure and misuse of sensitive information or other information regarding customers, vendors, partners, employees, or our company and business, and our technologies, systems and networks have been subject to attempted cyberattacks. If we experience any such incidents, we may incur significant costs in protecting against or remediating such incidents, which include investing in resources to address these incidents. We may not be able to remedy any incidents or incidental problems in a timely manner, or at all. To the extent potential customers, industry stakeholders or other third parties believe that the failure to detect or prevent any particular threat is a flaw or indicates that our platform is not secure our reputation and business would be harmed. Any real or perceived defects, errors or vulnerabilities in our platform or business, or any other failure of our platform to detect an incident, could result in:
| ∎ | a loss of existing or potential customers; |
| ∎ | delayed or lost revenue and adverse impacts to our business, financial condition and operating results; |
| ∎ | a delay in attaining, or the failure to attain, market acceptance; |
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| ∎ | the expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate, or work around errors or defects, and address and eliminate vulnerabilities; |
| ∎ | an increase in resources, including devoted customer service and support, which could adversely affect our gross margins; |
| ∎ | decrease in value to our reputation or brand; and |
| ∎ | claims and litigation, regulatory inquiries, or investigations, enforcement actions, including fines, and other claims and liabilities, all of which may be costly and burdensome and further harm our reputation. |
We were the target of a cybersecurity attack that impacted a portion of our information technology systems.
In September 2020, we experienced a security incident, where unauthorized access to a cloud computing account occurred during which new cloud computing servers were deployed, which we believe was in an attempt to mine Bitcoin. We quickly detected and stopped the unauthorized access and secured our systems by changing all passwords. We subsequently hired a third-party security firm that conducted an external security audit which identified a number of remediation points to further tighten security, all of which we have either resolved or are currently in the process of implementing. This incident did not cause any material disruptions of our business and operations and had no material impact on the financial condition or results of operations of the business.
We may incur losses associated with claims by third parties, as well as fines, penalties and other sanctions imposed by regulators relating to or arising from the incident, which could have a material adverse impact on our business, financial condition or results of operations in future periods. While we continue to implement remediation points identified by our third party security firm to address the constantly evolving threat landscape, we cannot provide assurance that our security frameworks and measures will be successful in preventing future cyberattacks. Further, the incident may have a negative impact on our reputation and cause customers, suppliers and other third parties with whom we maintain relationships to lose confidence in us. We are unable to definitively determine the impact to these relationships and whether we will need to engage in any activities to rebuild them. If customers lose confidence in us and we fail to rebuild these relationships, our business, financial condition, and results of operations would be materially negatively impacted.
Systems failures and resulting interruptions in the availability of our websites, apps, or platforms could adversely affect our business, financial condition, and results of operations.
It is critical to our success that online gamblers can access our platform at all times. Our systems may experience service interruptions or degradation or other performance problems because of peak usage times, hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, infrastructure changes, human error, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware, or other events. Our systems also may be subject to break-ins and other intentional acts of vandalism, including by our own employees, independent contractors or other insiders. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities.
We may experience system failures and other events or conditions from time to time that could interrupt the availability, reduce or affect the speed or functionality of our platform. These system failures generally occur either as a result of software updates being deployed with unexpected errors or as a result of temporary infrastructure failures related to storage, network, or compute capacity being exhausted. These events have resulted in losses in revenue, though such losses have not been material to date. System failures in the future could result in significant losses of revenue. Further, in some instances, we may not be able to identify the cause or causes of these performance problems within an appropriate period of time. A prolonged interruption in the availability or reduction in the availability, speed, or other functionality of our platform could adversely affect our business and reputation and could result in the loss of users.
We have acquired, and may continue to acquire, other companies or technologies, which could divert management’s attention and otherwise disrupt our operations and harm our operating results, whether or not the acquisition is consummated. We may fail to acquire companies whose market power or technology could be important to the future success of our business.
As part of our business strategy, we have previously acquired businesses and will continue to consider potential strategic transactions that we believe could complement or expand our geographic presence, enhance our technical capabilities, or otherwise offer growth opportunities. For example, in February 2017, we acquired SvenskaCasino.se,
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Lyckospel.se and CasinoMobilt.se and AndroidSlots.co.uk. In 2018, we acquired a mobile performance-marketing network and Bookies.com, Bookmakers.co.uk, and FootballScores.com and their associated assets along with 500 additional undeveloped domain names. Pursuit of future potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. In addition, we may be unsuccessful in integrating our acquired businesses or any additional business we may acquire in the future, and we may fail to acquire companies whose market power or technology could be important to the future success of our business, financial condition, and results of operations.
We also may not achieve the anticipated benefits from any acquired business due to a number of factors, including:
| ∎ | unanticipated costs or liabilities associated with the acquisition, such as transaction-related lawsuits or claims; |
| ∎ | failure or material delay in closing a transaction; |
| ∎ | incurrence of acquisition-related costs; |
| ∎ | diversion of management resources from existing business operations; |
| ∎ | regulatory uncertainties; |
| ∎ | weak, ineffective, or incomplete data privacy compliance and strategies of an acquired company; |
| ∎ | harm to our existing business relationships with online gambling operators as a result of the acquisition; |
| ∎ | harm to our brand and reputation; |
| ∎ | the potential loss of our key employees; |
| ∎ | difficulties in retaining customers or key employees of an acquired company; |
| ∎ | difficulties in integrating the technologies, operations, existing contracts, and employees of an acquired company; and |
| ∎ | use of substantial financial resources to consummate the acquisition. |
If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, or if we fail to successfully integrate such acquisitions or investments, our business, financial condition, and results of operations could be adversely affected. In addition, acquisitions also could result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.
If we fail to manage our rapid growth effectively, our brand, business, financial condition and results of operations could be adversely affected.
Since our founding in 2006, we have experienced rapid growth in the number of customers, the number of websites we own, our geographic reach and our operations. We expect to continue to experience growth in the future. This growth has imposed, and may continue to impose, significant responsibilities on our management, including the need to identify, recruit and integrate additional employees with relevant expertise, expand the scope of our current technological platform and invest in improved controls over technology, financial reporting and information disclosure. If we fail to manage the growth of our business and operations effectively, the quality of our service and the efficiency of our operations could suffer, which could adversely affect our business, financial condition, and results of operations.
In addition, our rapid growth may make it difficult to evaluate our future performance. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to model future growth. If we fail to achieve the necessary level of efficiency in our company as it grows, or if we are not able to accurately forecast future growth, our business would be negatively impacted.
We rely on the Apple App Store and the Google Play Store to offer and promote our apps. If such platform providers change their terms and conditions to our detriment, our business will suffer.
We offer a number of apps through the Apple App Store and the Google Play Store. We are subject to the policies and terms of service of these third-party platforms. Each platform provider has broad discretion to change and interpret its terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us. A platform provider may also add fees associated with access to and use of its platform, alter how we advertise on the platform or limit the use of personal information for advertising purposes. Any limit or discontinuation of our access to any platform could adversely affect our business, financial condition, and results of operations.
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The impact of economic conditions, including the resulting effect on consumer spending, may adversely affect our business, financial condition, and results of operations.
Our performance is subject to economic conditions and their impact on the levels of consumer spending. Demand for entertainment and leisure activities, including online gambling, may decline if discretionary consumer spending declines, including during economic downturns, when consumers generally earn less disposable income. Changes in discretionary consumer spending or consumer preferences are driven by factors beyond our control, such as:
| ∎ | unfavorable changes in general economic conditions, including recessions, economic slowdowns; |
| ∎ | fears of recession and changes in consumer confidence in the economy; |
| ∎ | sustained high levels of unemployment; |
| ∎ | increases in taxes, including gambling taxes or fees; |
| ∎ | high energy, fuel and other commodity costs; |
| ∎ | the potential for bank failures or other financial crises; and |
| ∎ | terrorist attacks or other global events. |
During periods of economic contraction, our revenues may decrease while most of our costs remain fixed and some costs may even increase, resulting in decreased earnings.
Consolidation among the online gambling operators may reduce demand for our products and profitability.
Much of the demand for our products derives from the desire of online gamblers to switch between different online gambling websites. The revenues of an online gambling website from a particular online gambler are usually highest in the first month after that online gambler signs up to the website. Therefore, online gamblers switching between platforms are likely to bring higher revenues to us. A consolidation of the online gambling sector could significantly reduce the ability and desire of online gamblers to switch between platforms, thereby potentially reducing our expected revenues. Furthermore, consolidation among online gambling operators may reduce competition for use of our product and therefore reduce our pricing power in the market place. Any significant move towards consolidation within the online gambling industry could therefore have a material adverse effect on our business, financial condition and results of operations.
Negative events or negative media coverage relating to online gambling may adversely impact our ability to retain or attract online gamblers, which could have an adverse impact on our business.
The online gambling industry is subject to negative publicity relating to perceptions of underage gambling, exploitation of vulnerable customers and the historic link between the gambling industry to criminal activities. As a service provider to the online gambling industry, our reputation can be negatively affected and, accordingly, significantly influence our business. In addition, a negative shift in the perception of online gambling by the public or by policymakers, lobbyists or others could affect future legislation of online gambling, which could cause jurisdictions to abandon proposals to legalize online gambling, thereby limiting the number of jurisdictions in which we can operate. Furthermore, illegal betting activity could result in negative publicity for our industry and could harm our brand reputation. Negative public perception could also lead to new restrictions on or to the prohibition of online gambling in jurisdictions in which we currently operate. Such negative publicity could also reduce could diminish confidence in, and the use of, our platform and result in decreased revenue or slower customer growth rates, which could seriously harm our business.
We and our customers may have difficulty accessing the services of banks or the financial system and our business could be materially adversely affected.
Although financial institutions are permitted to provide services to us and others in the online gambling industry, banks may be hesitant to offer services to us because we are service providers for iGaming and sports betting businesses. Consequently, we may encounter difficulties in establishing and maintaining banking relationships with a full scope of services and generating market rate interest. If we were unable to maintain our bank accounts, it would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical and security challenges which could materially adversely impact our business. Similarly, our customers may be unable to access the services of banks or the financial system, whether due to banks’ concerns with respect to providing services to the iGaming and sports betting businesses in general or changes of laws and regulations that might limit our customers’ ability to access the financial system. For example, the Financial Action Task Force
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recently subjected Malta to increased monitoring, where revenue generated amounted to 14% and 15% of our total revenue for the year ended December 31, 2020 and the three months ended March 31, 2021, respectively. If our customers were unable to access the service of banks or the financial system, we would not be able to collect payment due from such customers in time or at all, which could materially adversely impact our business and financial performance.
Risks Related to Government Regulation
The online gambling industry is heavily regulated. Changes to the regulatory framework in the jurisdictions in which we operate could restrict our ability to advertise or harm our customers’ business, which could in turn negatively affect our financial performance.
As an online gambling affiliate, our principal customers are online gambling operators. Any regulatory development that could harm the financial performance or otherwise adversely affect online gambling operators could negatively affect our performance.
The regulatory framework for online gambling is complex and varies across the jurisdictions in which we operate. In some jurisdictions, online gambling regulations are subject to debate and continuous development. For example, the U.K. Gambling Commission has announced it is considering limiting the maximum allowable stake on iGaming games. Once implemented, the stake limitations would have a detrimental effect on online gambling operators in the U.K. including reducing player values, which would in turn adversely affect our performance in the U.K. market. In addition, in July 2020, the Swedish government introduced iGaming restrictions in an effort to combat problem gambling amid the COVID-19 pandemic, including a maximum weekly deposit and bonus offers for iGaming players until December 31, 2020. These restrictions were later extended to November 2021. We believe such limitations would reduce player values in the Swedish regulated industry that we provide service to, thus would negatively affect our business in Sweden. Furthermore, in June 2020, the U.K. All-Party Parliamentary Group for Gambling Related Harm recommended that the U.K. government should ban all forms of gambling advertising. If such ban is implemented, our business in the U.K. would be blocked. In June 2021, Canada passed Bill C-218 which would allow individual provinces and territories to decide how to regulate single-event sports betting within their jurisdictions. As most provinces in Canada have not determined their approach to this regulation, we cannot predict the impact of this regulation on our business in Canada. On July 1, 2021, Germany’s new Interstate Treaty on Gambling, or ISTG 2021, came into effect. ISTG 2021 implements certain new advertising rules. As the new rules are still being interpreted, we cannot predict their impact on our business. In the event these rules limit our marketing activities in that jurisdiction, then our business might be negatively effected in Germany, where we generated 7% of our revenue for the year ended December 31, 2020 and 17% of our revenue for the quarter ended March 31, 2021. We cannot predict whether, in the future, similar regulations will be implemented in a market where we operate or the impact of these regulations on our business. In addition, online gambling operators and their B2B providers, such as online gambling operator affiliates (directly and/or directly by way of their commercial relationship with online gambling operators), are currently subject to significant taxes and fees in addition to normal corporate income taxes, and such taxes and fees are subject to increase at any time. Tax authorities may interpret laws originally enacted for mature industries and apply it to newer industries, such as online gambling. From time to time, various legislators and other government officials have proposed and adopted changes in tax laws, or in the administration or interpretation of such laws, affecting the gambling industry. In addition, any worsening of economic conditions and the large number of jurisdictions with significant current or projected budget deficits, many of which have been made worse due to COVID-19, could intensify the efforts of governments to raise revenues through increases in gambling taxes and/or other taxes. It is not possible to determine with certainty the likelihood of changes in tax laws or in the administration or interpretation or enforcement of such laws.
As the legal framework for the online gambling industry is constantly developing, we are unable to predict whether or when additional restrictions will be applied to online gambling operators in the jurisdictions in which we operate. Any development such as the above-mentioned could have a material adverse effect on our business, results of operations and financial position.
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Our failure to obtain or maintain applicable licenses or approvals, or otherwise comply with applicable requirements, could adversely affect our business and our operations.
As an online gambling affiliate, we are required to obtain licenses or approvals to operate in each jurisdiction in the U.S. where we conduct business. As of March 31, 2021, we have obtained licenses or approvals to operate from New Jersey, Pennsylvania, West Virginia, Colorado, Illinois, Tennessee, Indiana and Virginia. In May 2021, we were approved to operate in Michigan. Some of these approvals are subject to renewal—a potentially time-consuming process. Our delay or failure to renew licenses or approvals in any jurisdiction may prevent us from distributing our product offerings, increasing our customer base and/or generating revenues.
Currently, we are not required to obtain licenses or approvals to conduct business in the jurisdictions outside the U.S. However, the laws and regulations relating to online gambling are constantly evolving. We cannot predict if or when laws and regulations in these jurisdictions will be changed and to what degree such changes will have an impact on online gambling affiliates. Any regulatory development that would restrict or prevent us from conducting our business activities in any given territory could have a material adverse effect on our business, results of operations and financial position.
We expect to continue to expand our operations to additional U.S. states and to expand our international operations. Any new markets or countries that we attempt to enter may not be receptive. For example, we may not be able to expand further in some markets if we are unable to obtain applicable licenses or approvals. If we are unable to effectively develop and operate within these new markets, or if our competitors are able to successfully penetrate geographic markets that we cannot access or where we face other restrictions, then our business, operating results and financial condition could be impaired.
We may be subject to legislation that limits or restricts the marketing of online gambling services and we could fail to comply with such legislation.
As service providers to online gambling operators, online gambling affiliates are generally not subject to the same laws and regulations governing online gambling operators. However, in many jurisdictions, we are obligated to comply with the regulations and standards around advertising in general. For example, the Advertising Standards Authority in the U.K. prescribes certain standards for online and affiliate marketing in general as well as specific policies around gambling. In the U.S., the American Gaming Association, or the AGA, has produced a Responsible Marketing Code for Sports Wagering which its members have pledged to follow. We are not a member of the AGA currently but should we join in the future, we would be required to comply with their marketing codes. The Irish Labour Party recently introduced the Gambling (Prohibition of Advertising) Bill 2021, which in its current form, could prohibit online gambling affiliates from providing digital marketing services. If such law were to pass, our business in Ireland will be blocked. In addition, we are subject to general marketing legislation in all jurisdictions that we operate. In the future, we may be subject to additional regulatory requirements aimed at the promotion of online gambling services, for example if we enter new geographical markets or if regulations are expanded to include our operations. Regulatory compliance is costly and time-consuming. We have dedicated significant time and financial resources to monitor our regulatory compliance and will continue to in the future. However, as we operate more than 30 websites in 13 jurisdictions and continue to grow our business globally, we, from time to time, may fail to maintain all websites fully compliant with marketing laws and regulations. This could result in penalties or other sanctions from relevant authorities, lead to increased costs or otherwise have a negative impact on our operations.
We are subject to governmental regulation and other legal obligations related to privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.
While we do not collect and process personal data about our customers, which are operators, referred players, or NDCs, we do collect and process personal data about individuals when they register for our newsletters, participate in our American Gambling Awards (e.g., nominees, winners, etc.) and generally when we perform our administrative functions (e.g., information about employees and job applicants) for various business purposes, including marketing and promotional purposes. The collection, use and processing of such information about individuals are governed by data privacy laws and regulations enacted in the E.U., U.K., U.S. (federal and state), and other jurisdictions around the world, including U.S. marketing laws such as The Controlling the Assault of Non-Solicited Pornography And Marketing Act and Telephone Consumer Protection Act. These data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied in a
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manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated and/or subject to regulatory enforcement.
The implication of this includes that various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer, and data protection. Such laws may continue to restrict or dictate how we collect, maintain, combine and disseminate information and could have a material adverse effect on our business, results of operations, financial condition and prospects.
Most of the jurisdictions in which we operate have established their own data privacy and security legal frameworks. For instance, in the European Economic Area, or the E.E.A., we are subject to the General Data Protection Regulation 2016/679, the GDPR, and in the U.K., we are subject to the U.K. data protection regime consisting primarily of the U.K. General Data Protection Regulation, the U.K. GDPR, and the U.K. Data Protection Act 2018, each of which imposes strict requirements on covered processing and provides for robust regulatory enforcement and sanctions for non-compliance. The GDPR and the U.K. GDPR regimes enable competent authorities to issue fines up to the greater of €20 million/£17.5 million or 4% of global annual turnover. Such penalties are in addition to any civil litigation claims by data controllers, data processors, customers and data subjects. In addition, last year the Court of Justice of the E.U., or the CJEU, invalidated the E.U.-U.S. Privacy Shield (a mechanism for the transfer of personal data from the E.E.A to U.S.) and also indicated that reliance on standard contractual clauses (another such transfer mechanism) alone may not necessarily be sufficient in all circumstances. We previously relied on our E.U.-U.S Privacy Shield certification and in some cases the Privacy Shield certification(s) of our vendors and partners for the purposes of transferring personal data from the E.E.A. to the U.S. in compliance with the GDPR’s data export conditions. We are monitoring the developments following the CJEU decision as well as implementing the standard contractual clauses and reviewing other mechanisms for transfers from the E.E.A. and the U.K., including to the U.S. We are additionally subject to evolving E.U. and U.K. privacy laws on electronic marketing and cookies. In recent years, European lawmakers and regulators have expressed concern over electronic marketing and the use of nonessential cookies, web beacons and similar technology for online behavioral advertising, or tracking technologies, leading to an effort to replace the current rules on e-marketing (currently set out in the 2002 Privacy & Electronic Communication Directive 2002/58/EC, as amended, or the ePrivacy Directive, and national implementing laws) with a new ePrivacy Regulation. When implemented, the new ePrivacy Regulation is expected to alter rules on tracking technologies and significantly increase fining powers to the same levels as the GDPR.
Some recent developments in the U.S. include the enactment of the Nevada Security and Privacy of Personal Information, or the NSPPI, California Consumer Privacy Act, or the CCPA, which was recently expanded by the California Privacy Rights Act, or the CPRA, which was passed as a ballot initiative in November 2020 and comes into effect on January 1, 2023. Further, Virginia recently enacted the Virginia Consumer Data Protection Act, or the VCDPA, another comprehensive state privacy law, that will also be effective January 1, 2023. The CCPA, CPRA, and VCDPA may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal information, our financial condition, the results of our operations or prospects.
We have invested, and expect to continue to invest, significant resources to comply with the GDPR and other privacy laws and regulations. Failure to meet any of the requirements of these laws and regulations could result in significant penalties or legal liability, adverse publicity and/or damage to our reputation, which could negatively affect our business, results of operations and financial condition.
The international scope of our operations and our corporate and financing structure may expose us to potentially adverse tax consequences.
We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions due to the international scope of our operations and our corporate and financing structure. We are also subject to intercompany pricing laws including those relating to the flow of funds between our subsidiaries pursuant to, for example—purchase agreements, licensing agreements, or other arrangements. Adverse developments in such laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction or our inability to comply with all applicable requirements of these laws or regulations due to travel restrictions associated with the COVID-19 pandemic, or otherwise, could have a material adverse effect on our business, financial condition, and results of operations. In addition, the application of withholding tax, social security
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tax obligations, value added tax, goods and services tax, sales taxes and other non-income taxes is not always clear and we may be subject to tax audits relating to such withholding, social security obligations, or non-income taxes. Further, the tax or labor authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our activities or transactions, including the tax treatment or characterization of our tax residency, indebtedness or the transactions. If any applicable tax authorities successfully challenge the tax treatment or characterization of any of these, it could result in the disallowance of deductions; the imposition of additional or new taxation in certain jurisdictions; the imposition of withholding taxes on internal deemed transfers or in general, capital gains taxes, including on transfers that have been made and/or deemed to have been made in connection with the transactions; or otherwise, the reallocation of income, penalties; or other consequences that could have a material adverse effect on our business, financial condition and results of operations.
Our failure to comply with trade restrictions such as economic sanctions and export controls could negatively impact our reputation and results of operations.
We are subject to trade restrictions, including economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations, which prohibit or restrict transactions involving certain designated persons and certain designated countries or territories, including Cuba, Iran, Syria, Sudan, North Korea, and the Crimea Region of Ukraine. Our failure to successfully comply with these laws and regulations may expose us to reputational harm as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other remedial measures. Investigations of alleged violations can be expensive and disruptive. We maintain policies and procedures designed to comply with these laws and regulations. As part of our business, we may, from time to time, engage in limited sales and transactions involving certain countries that are targets of economic sanctions, provided that such sales and transactions are authorized pursuant to applicable economic sanctions laws and regulations. However, we cannot predict the nature, scope, or effect of future regulatory requirements, including changes that may affect existing regulatory authorizations, and we cannot predict the manner in which existing laws and regulations may be administered or interpreted.
In addition, any perceived or actual breach of compliance by us with respect to applicable laws, rules, and regulations could have a significant impact on our reputation; could cause us to lose existing customers; prevent us from obtaining new customers; negatively impact investor sentiment about our company; require us to expend significant funds to remedy problems caused by violations and to avert further violations; and expose us to legal risk and potential liability—all of which may have a material adverse effect on our reputation, business, financial condition and results of operations.
Our failure to comply with the anti-corruption laws of the U.S. and various international jurisdictions could negatively impact our reputation and results of operations.
Doing business on a worldwide basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which includes the U.S. Foreign Corrupt Practices Act, or the FCPA, and the U.K. Bribery Act 2010, or the U.K. Bribery Act, as well as the laws of the countries where we do business. These laws and regulations may restrict our operations, trade practices, investment decisions, and partnering activities. The FCPA and the U.K. Bribery Act prohibit us and our officers, directors, employees, and business partners acting on our behalf, including agents, or representatives, from corruptly offering, promising, authorizing, or providing anything of value, directly or indirectly, to foreign government officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The U.K. Bribery Act also prohibits non-governmental commercial bribery, soliciting or accepting bribes, and “facilitation payments,” or small payments to low-level government officials to expedite routine approvals. We also are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with foreign government officials responsible for evaluating and implementing legislative and regulatory changes relevant to our industry and issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations. In addition, some of the international locations in which we operate lack a developed legal system, and some jurisdictions have been perceived to have elevated levels of public corruption. Our global operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations.
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Other companies, including some that may compete with us, may not be subject to the prohibitions listed above, and therefore may have a competitive advantage over us. We are in the process of developing policies and procedures reasonably designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our officers, directors, employees, and business partners acting on our behalf for which we may be held responsible, and any such violation could adversely affect our reputation, business, financial condition, and results of operations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, and debarment from government contracts, as well as other remedial measures. Responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.
Risks Related to Intellectual Property
If we fail to protect or enforce our rights in our proprietary technology, brands or other intellectual property, our competitive position and our business could be materially adversely affected.
We primarily rely on a combination of trademark, copyright and other intellectual property laws and contractual restrictions to protect our intellectual property and proprietary rights. However, we cannot be certain that the steps we have taken or will take to protect and enforce our intellectual property and proprietary rights will be successful. We currently hold rights to the Gambling.com domain name and various other related domain names in multiple jurisdictions. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our solutions under a new domain name, which could cause us substantial harm, or to incur significant expense to purchase rights to the domain name in question. In addition, our competitors could attempt to capitalize on our brand recognition by using domain names similar to ours. We may fail to prevent third parties from acquiring and using domain names that are similar to our brand. Protecting and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention, and ultimately may not be successful.
We also have certain registered trademarks that are important to our brand, such as the combined mark, Gambling.com. If we fail to protect or enforce our rights under our trademarks, we may lose the ability to use the trademarks or prevent others from using them, which could adversely harm our reputation, business, results of operations and financial condition.
In addition, we have invested significant resources in developing our Adge Business Intelligence Software, Origins Publishing Platform, Genesis content management system, and Elements advertiser management system. All are essential to our business and ability to compete successfully with other online gambling affiliates. Unauthorized parties may copy aspects of our platform or obtain and use information that we consider proprietary. In addition, unauthorized parties may also attempt, or successfully endeavor, to obtain our intellectual property, confidential information, and trade secrets through various methods, including through cybersecurity attacks, which could adversely affect our business. Our competitors or other third parties may also independently develop similar or competing technology or duplicate our solutions and services, which could harm our competitive position.
We cannot be certain that the steps we have taken will prevent infringement, misappropriation or other violations of our intellectual property rights, particularly in foreign countries where the laws may not protect our proprietary rights as fully as they do in the U.S. Further, we may be required to enforce our intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management’s attention.
We may face potential liability and expense for legal claims alleging that the content on our platform or the operation of our business infringes intellectual property rights of third parties, who may assert claims against us for unauthorized use of such rights.
On our publishing platform, we publish both our own content and content from third parties. We cannot be certain that the published content on our platform and the operation of our business do not, or will not, infringe or otherwise violate the intellectual property rights of third parties. Third parties may assert claims against us alleging that we are infringing or otherwise violating their intellectual property rights, including claims for copyright or trademark
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infringement, or other claims based on the nature and content of the material that we publish or distribute. These claims, whether or not successful, could divert management time and attention away from our business and harm our reputation and financial condition. In addition, the outcome of litigation is uncertain, and third parties asserting claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief against us, which could require us to rebrand, redesign, or reengineer our platforms or websites, and/or effectively block our ability to distribute or market our products and services.
Our use of “open source” software in our applications could subject our proprietary software to general release, adversely affect our ability to sell our services and subject us to possible litigation, claims or proceedings.
We may use open source software in connection with the development and deployment of our solutions and services, and we expect to continue to use open source software in the future. Companies that use open source software in connection with their products have, from time to time, faced claims challenging the use of open source software and/
or compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses may require users who distribute software containing or linked to open source software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the open source code to their licensees, which could include proprietary code of the user. In such cases, the open source software license may restrict users from charging fees to licensees for use of their software. While we monitor the use of open source software and try to ensure that none is used in a manner that would subject our proprietary source code to these requirements and restrictions, such use could inadvertently occur, in part because open source license terms are often ambiguous and have generally not been interpreted by U.S. or foreign courts.
Further, in addition to risks related to license requirements, use of certain open source software carries greater technical and legal risks than does the use of third-party commercial software. For example, open source software is generally provided without any support or warranties or other contractual protections regarding infringement or the quality of the code, including the existence of security vulnerabilities. To the extent that our platform depends upon the successful operation of open source software, any undetected errors or defects in open source software that we use could prevent the deployment or impair the functionality of our systems and injure our reputation. In addition, the public availability of such software may make it easier for others to compromise our platform. Any of the foregoing risks could materially and adversely affect our business, financial condition and results of operations.
Risks Related Our Status as a Non-U.S. Company
The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.
We are incorporated under Jersey law. The rights of holders of ordinary shares is governed by Jersey law, including the provisions of the Jersey Companies Law, and by our memorandum and articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. See “Description of Share Capital—Difference in Corporate Law” in this prospectus for a description of the principal differences between the provisions of the Jersey Companies Law applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and protections.
It may be difficult to enforce a U.S. judgment against us or our directors and officers outside the U.S., or to assert U.S. securities law claims outside of the U.S.
Several of our directors and executive officers are not residents of the U.S., and the majority of our assets and the assets of these persons are located outside the U.S. As a result, it may be difficult for investors to effect service of process upon us within the U.S. or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the U.S. See “Enforceability of Civil Liabilities.” Additionally, it may be difficult for you to assert U.S. securities law claims in actions originally instituted outside of the U.S. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.
In particular, investors should be aware of the uncertainty as to whether the courts of Jersey would recognize and enforce judgments of U.S. courts obtained against us or our directors or management predicated upon the civil
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liability provisions of the securities laws of the U.S. or any state in the U.S. or entertain original actions brought in courts of Jersey against us or our directors or officers predicated upon the securities laws of the U.S. or any states in the U.S. As a result of the difficulty associated with enforcing a judgment against us, you may not be able to collect any damages awarded by either a U.S. or foreign court.
Because most of our material agreements are governed by foreign laws, we may not be able to enforce our rights within a foreign jurisdiction, which could result in a significant loss of business, business opportunities or capital.
Foreign laws govern most of our material agreements. We may fail to enforce the terms of our material agreements and remedies may not be available outside of a foreign jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the U.S. The judiciaries in certain foreign countries may be relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. Our inability to enforce or obtain a remedy under any of our material agreements could result in a significant loss of business and business opportunities.
Foreign currency exchange rate fluctuations and volatility in global currency markets could have a material adverse effect on our business, financial condition and results of operations.
While our presentation currency for our consolidated financial statements is the U.S. dollar, a significant part of our revenues is denominated in Euros and GBP. Consequently, fluctuations in foreign currency exchange rates may cause our revenues and expenses to fluctuate and may impact our profitability, cash flows and our results generally. These risks related to exchange rate fluctuations and currency volatility may increase in the future as our operations outside the U.S. continue to expand. We have not traditionally used foreign exchange hedging to protect our exposure to exchange rate fluctuations, and do not expect to put in place such hedging. Consequently, our business, financial condition, and results of operations may be materially adversely affected by fluctuations in currency exchange rates.
Our international operations involve additional risks, and our exposure to these risks will increase as our business continues to expand.
We operate in a number of jurisdictions and intend to continue to expand our global presence. To date, we have focused our efforts on the EU. International operations are subject to the legal, political, regulatory, requirements and economic conditions in the jurisdictions in which they are conducted. Risks inherent to international operations include, but are not limited to:
| ∎ | exposure to local economic or political instability; |
| ∎ | compliance with various laws and regulatory requirements relating to anti-corruption, antitrust or competition, economic and trade sanctions, data content, data protection and privacy, employment and labor laws and health and safety; |
| ∎ | obtaining any required government approvals, licenses or other authorizations; |
| ∎ | difficulties in attracting and retaining qualified employees in certain international markets, as well as managing staffing and operations due to increased complexity, distance, time zones, language and cultural differences; |
| ∎ | difficulties in enforcing agreements, judgments, and arbitration awards in various legal systems; and |
| ∎ | inability to obtain, maintain or enforce our intellectual property rights. |
We believe that our overall success as a global business depends on our ability to succeed in different legal, regulatory, economic, social, and political situations and conditions. We may not be able to develop and implement effective policies and strategies in each jurisdiction where we may conduct operations or do business in the future.
As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. domestic public company. This may limit the information available to holders of the ordinary shares.
As a “foreign private issuer,” we are not subject to all the disclosure requirements applicable to public companies organized within the U.S. For example, we are exempt from certain rules under the Exchange Act, that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we expect to submit quarterly interim consolidated financial data to the SEC under cover
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of the SEC’s Form 6-K, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic public companies are required and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Accordingly, there may be less publicly available information concerning us than there would be if we were a U.S. domestic public company.
As a foreign private issuer, we are permitted to and we expect to, follow certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq’s corporate governance standards. These practices may afford less protection to shareholders than they would enjoy if we were required to comply fully with the Nasdaq corporate governance standards.
As a foreign private issuer listed on Nasdaq we will be subject to Nasdaq’s corporate governance standards. However, Nasdaq rules permit foreign private issuers to follow home country corporate governance practices instead of Nasdaq’s corporate governance standards as long as notification is provided to Nasdaq of the intention to take advantage of such exemptions. Certain corporate governance practices in Jersey, which is our home country, may differ significantly from Nasdaq corporate governance standards. Other than as set forth in the section of this prospectus titled “Management—Corporate Governance Practices,” we currently intend to comply with the corporate governance listing standards of Nasdaq to the extent possible under Jersey law. However, we may choose to change such practices to follow additional our home country practices in the future.
As a result of the accommodations for foreign private issuers, our shareholders may be afforded less protection than they otherwise would have under Nasdaq’s corporate governance standards applicable to U.S. domestic issuers. For an overview of our corporate governance practices, see “Management—Corporate Governance Practices.”
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
We are a “foreign private issuer,” as defined in Rule 405 under the Securities Act. Under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter.
In the future, we would lose our foreign private issuer status if a majority of our shareholders, directors or management are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to prepare U.S. GAAP financial statements be filed on a more accelerated timeframe than a Form 20-F, disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. We will also have to file Form 10-Qs each quarter and mandatorily comply with U.S. federal proxy requirements, and our officers, directors, principal and selling shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.
U.S. Holders of our ordinary shares could be subject to material adverse tax consequences if we are considered a Passive Foreign Investment Company for U.S. federal income tax purposes.
There is a risk that we will be classified as a Passive Foreign Investment Company, or PFIC, for U.S. federal income tax purposes, which could result in a reduction in the after-tax return to U.S. Holders (as defined below under “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations”) of our ordinary shares and may cause a reduction in the value of our ordinary shares. A corporation is classified as a PFIC for any taxable year in which either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average quarterly value of all its assets consists of assets that produce, or are held for the production of, passive
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income. For this purpose, passive income generally includes among other things, dividends, interest, certain rents and royalties, annuities, certain gains from the sale of stock and securities, and certain gains from commodities transactions.
Based on the projected composition of our income and valuation of our assets, we do not believe we were a PFIC for our most recent table year, and we do not expect to become a PFIC for our current taxable year or in the foreseeable future, although there can be no assurance in this regard. The U.S. Internal Revenue Service or a U.S. court could determine that we are or were a PFIC in any past, current, or future taxable years. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies which in some circumstances are unclear and subject to varying interpretation. If we were classified as a PFIC, U.S. Holders of our ordinary shares could be subject to greater U.S. income tax liability than might otherwise apply, imposition of U.S. income tax in advance of when tax would otherwise apply and additional tax filing requirements that would not otherwise apply. The PFIC rules are complex and a U.S. Holder of our ordinary shares should consult its own tax advisors regarding the possible application of the PFIC rules to it in its particular circumstances. See “Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.”
Risks Related to this Offering and Ownership of our Ordinary Shares
There is no existing market for our ordinary shares, and we do not know if one will develop to provide you with adequate liquidity to sell our ordinary shares at prices equal to or greater than the price you paid in this offering.
Prior to this offering, there has not been a public market for our ordinary shares. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on Nasdaq or otherwise or how liquid that market might become. If an active trading market does not develop or is not sustained, you may have difficulty selling any of our ordinary shares that you buy. The initial public offering price for our ordinary shares will be determined by negotiations between us, the selling shareholders and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our ordinary shares at prices equal to or greater than the price you paid in this offering, or at all.
We will incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives.
As a publicly traded company in the U.S., we will incur additional legal, accounting, and other expenses that we did not previously incur. Although we are currently unable to estimate these costs with any degree of certainty, they may be material in amount. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules of the SEC and Nasdaq, have imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and investor relations. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur additional costs to maintain the same or similar coverage.
Furthermore, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, the market price of our ordinary shares could decline and we could be subject to potential delisting by the stock exchange on which our ordinary shares are listed and review by such exchange, the SEC or other regulatory authorities, which would require the expenditure by us of additional financial and management resources. As a result, our shareholders could lose confidence in our financial reporting, which would harm our business and the market price of our ordinary shares.
The price of our ordinary shares may fluctuate significantly, and you could lose part or all of your investment.
The initial public offering price for our ordinary shares will be determined by negotiations between us and the representative of the underwriters and may not be indicative of market prices that prevail following this offering. The trading price of our ordinary shares following this offering may fluctuate substantially due to factors in the market beyond our control. These fluctuations could cause you to lose all or part of your investment in our ordinary shares. The following factors, in addition to other factors described in this “Risk Factors,” may have an impact on the market price of our ordinary shares:
| ∎ | our operating and financial performance and prospects; |
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| ∎ | our quarterly or annual earnings or those of other companies in our industries; |
| ∎ | the public’s reaction to our press releases, our other public announcements, and our filings with the SEC; |
| ∎ | changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our ordinary shares or the stock of other companies in our industries; |
| ∎ | the failure of research analysts to cover our ordinary shares; |
| ∎ | strategic actions by us, our customers, or our competitors, such as acquisitions or restructurings; |
| ∎ | increased competition; |
| ∎ | new laws or regulations or new interpretations of existing laws or regulations applicable to us; |
| ∎ | changes in accounting standards, policies, guidance, interpretations, or principles; |
| ∎ | material litigation or government investigations; |
| ∎ | default on our indebtedness; |
| ∎ | changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism, natural disasters, severe weather, or responses to such events; |
| ∎ | reactions to changes in the markets for the raw materials or key inputs that impact our production or our industries generally; |
| ∎ | changes in key personnel; |
| ∎ | sales of ordinary shares by us or members of our management team; |
| ∎ | termination or expiration of lock-up agreements with our management team and principal shareholders; |
| ∎ | the granting or exercise of employee stock options; |
| ∎ | volume of trading in our ordinary shares; and |
| ∎ | the realization of any other risks described under this “Risk Factors” section. |
In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in the end-markets we serve. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our ordinary shares could fluctuate based upon factors that have little or nothing to do with us or our business, and these fluctuations could materially reduce our share price and cause you to lose all or part of your investment. Further, in the past, market fluctuations and price declines in a company’s stock have led to securities class action litigations. If such a suit were to arise, it could have a substantial cost and divert our resources regardless of the outcome.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, or we fail to meet the expectations of industry analysts, the market price for our ordinary shares and trading volume could decline.
The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or about our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade our ordinary shares or publish inaccurate or unfavorable research about our business, the market price for our ordinary shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, interest in the purchase of our ordinary shares could decrease, which, in turn, could cause the market price or trading volume for our ordinary shares to decline.
We identified material weaknesses in our internal control over our financial reporting process. If we are unable to remediate these material weaknesses, we may not be able to accurately or timely report our financial condition or results of operations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We identified material weaknesses in our internal control environment over financial reporting. These control deficiencies could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial results that would not be prevented or detected. The material weaknesses related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience in the application of IFRS, commensurate with our financial reporting requirements and (ii)
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the fact that policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively. As a result, numerous adjustments to our consolidated financial statements were identified and made during the course of the audit.
We have initiated a number of steps designed to assist us in remediating the material weakness including: (i) adopting a more rigorous period-end review process for financial reporting; (ii) adopting improved period close processes and accounting processes; (iii) implementing a new ERP platform; and (iv) adding additional resources with sufficient accounting knowledge. While we have designed and are implementing new controls to remediate these material weaknesses, they have not operated for a sufficient period of time to demonstrate the material weakness has been remediated. We cannot assure you that the measures we have taken to date will be sufficient to remediate the material weakness we identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the material weakness in a timely manner, there could continue to be a reasonable possibility that this control deficiency or others could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis.
Furthermore, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price. If we are unable to successfully remediate our identified material weaknesses, or if we discover additional material weaknesses, we would be required to continue disclosing such material weaknesses in future filings with the SEC, which could adversely impact investor confidence in our company and the market price of our ordinary shares, and could subject us to litigation or regulatory enforcement actions.
If we fail, for any reason, to effectively or efficiently implement new internal control over financial reporting procedures for compliance with Section 404 of SOX or determine once required that such procedures are ineffective, such failure or determination could materially and adversely affect our business, results of operations and financial condition.
Following the completion of the offering, we will be required to comply with the internal control evaluation and certification requirements of Section 404(a) of SOX by the end of our 2022 fiscal year. While we intend to achieve compliance within the time required, we may not be able to meet the management certification requirements in a timely manner. If it is determined that we are not in compliance with Section 404(a), we will be required to design and implement new internal control procedures and re-evaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. We will need to hire additional qualified personnel in order for us to be compliant with Section 404(a). During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404(a), we may identify weaknesses and deficiencies in our internal control over financial reporting. If we fail, for any reason, to implement these changes effectively or efficiently, such failure could harm our operations, financial reporting or financial results and the trading price of our ordinary shares, expose us to increased risk of fraud or misuse of corporate assets, subject us to regulatory investigations and civil or criminal sanctions and could result in our conclusion that our internal control over financial reporting is not effective. If we fail to remediate the material weaknesses identified above, our management may conclude that our internal control over financial reporting is not effective. This conclusion could adversely impact the market price of our ordinary shares due to a loss of investor confidence in the reliability of our reporting processes. For more information on potential risks related to compliance with related Section 404(b) of SOX, see “Risk Factors—Risks Related to this Offering and Ownership of our Ordinary Shares—We are an emerging growth company within the meaning of the JOBS Act and will take advantage of certain exemptions from various reporting requirements, which may make our ordinary shares less attractive to investors.”
We do not expect to pay any dividends in the foreseeable future.
We have never declared or paid cash dividends on our ordinary shares. We intend to retain all available liquidity sources and future earnings, if any, to fund the development and expansion of our business, and we have no plans to pay regular dividends on our ordinary shares in the foreseeable future. Any payment of future dividends will be at the discretion of our board of directors (subject to, and in accordance with, our memorandum and articles of association) and will depend on then-existing conditions, including our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations that our board of directors deems relevant. Accordingly, you may have to sell some or all of your
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ordinary shares after price appreciation in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell your ordinary shares and you may lose the entire amount of the investment.
You may suffer immediate and substantial dilution.
The initial public offering price per share of our ordinary shares is substantially higher than our net tangible book value per outstanding share immediately after the offering. As a result, you may pay a price per share that substantially exceeds the tangible book value of our assets after subtracting our liabilities. Investors who purchase our ordinary shares in the offering will incur immediate dilution of $9.95 per share after giving effect to the sale of our ordinary shares in this offering. If we grant options in the future to our employees, and those options are exercised or other issuances of our ordinary shares are made, there will be further dilution. See “Dilution.”
Our chairman of the board will be able to exert significance influence over our company following this offering, and his interest may be different from or conflict with that of our other shareholders.
As of the date of this prospectus, Mr. Mark Blandford, our chairman of the board, beneficially owns approximately 46% of our ordinary shares. Upon the completion of this offering, Mr. Blandford will beneficially own approximately 34% of our outstanding share capital. Mr. Blandford is a well-recognized industry leader and has been a board member for a very significant time period, and the members of the Board and management often look to him for guidance on major financial, operational and strategic matters. Accordingly, Mr. Blandford, although a non-executive director, could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. Without the consent of Mr. Blandford, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, Mr. Blandford could violate his fiduciary duties by diverting business opportunities from us to himself or others. For more information regarding Mr. Blandford and his affiliated entity, see “Principal and Selling Shareholders.”
Future sales of our ordinary shares in the public market could lower our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our ordinary shares.
We and substantially all of our current shareholders may sell additional ordinary shares in subsequent public offerings. We may also issue additional ordinary shares or convertible debt securities, for a variety of reasons, including to finance future acquisitions. After the consummation of this offering, we will have 33,806,422 ordinary shares outstanding. This number includes 7,500,000 ordinary shares (or 8,625,000 ordinary shares if the underwriters exercise in full their option to purchase additional shares) sold by us and the selling shareholders which may be resold immediately in the public market. Of the remaining ordinary shares, 24,797,702 (or 23,672,702 if the underwriters exercise in full their option to purchase additional shares), or approximately 73% (or approximately 70% if the underwriters exercise in full their option to purchase additional shares) of our total outstanding ordinary shares, are restricted from immediate resale under the lock-up agreements between our current shareholders and the underwriters described in “Underwriting,” but may be sold into the market in the near future. These ordinary shares and any ordinary shares which may be issued upon exercise of outstanding options will become available for sale following the expiration of the lock-up agreements, which, without the prior consent of the representative of the underwriters, is 180 days after the date of this prospectus, subject to compliance with the applicable requirements under Rule 144 of the Securities Act of 1933, as amended, or the Securities Act.
We cannot predict the size of future issuances of our ordinary shares or the effect, if any, that future issuances and sales of our ordinary shares will have on the market price of our ordinary shares. Sales of substantial amounts of our ordinary shares or the perception that such sales could occur, may adversely affect prevailing market prices for our ordinary shares. See “Shares Eligible for Future Sale.”
We are an emerging growth company within the meaning of the JOBS Act and will take advantage of certain exemptions from various reporting requirements, which may make our ordinary shares less attractive to investors.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 effective on April 5, 2012, or the JOBS Act, and we may take advantage of certain exemptions from various requirements that are applicable to other public companies that are not emerging growth companies. Most of such requirements relate to disclosures that we would only be required to make if we cease to be a foreign private issuer in the future, including exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Nevertheless, as a foreign private
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issuer that is an emerging growth company, we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act for up to five fiscal years after the date of this offering. We are also only required to report two years of financial results and selected financial data as an emerging growth company, compared to three and five years, respectively, for comparable data reported by other public companies. We may take advantage of these exemptions as long as we remain an emerging growth company, which could be for up to five years, although circumstances could cause us to lose that status earlier, including if our total annual gross revenues reach $1.07 billion, if the aggregate market value of our ordinary shares held by non-affiliates exceeds $700 million or if we issue more than $1.0 billion in non-convertible debt over a three year period. We cannot predict if investors will find our ordinary shares less attractive because we may rely on the above emerging growth company exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and the price of our ordinary shares may be more volatile.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions. Forward-looking statements include, but are not limited to, such matters as:
| ∎ | our ability to manage expansion into the U.S. markets and other markets; |
| ∎ | our ability to compete in our industry; |
| ∎ | our expectations regarding our financial performance, including our revenue, costs, EBITDA and Adjusted EBITDA; |
| ∎ | the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs; |
| ∎ | our ability to mitigate and address unanticipated performance problems on our websites, or platforms; |
| ∎ | our ability to attract, retain, and maintain good relations with our customers; |
| ∎ | our ability to anticipate market needs or develop new or enhanced offerings and services to meet those needs; |
| ∎ | our ability to stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in the U.S. and internationally and our expectations regarding various laws and restrictions that relate to our business; |
| ∎ | our ability to anticipate the effects of existing and developing laws and regulations, including with respect to taxation, and privacy and data protection that relate to our business; |
| ∎ | our ability to obtain and maintain licenses or approvals with gambling authorities in the U.S.; |
| ∎ | our ability to effectively manage our growth and maintain our corporate culture; |
| ∎ | our ability to identify, recruit, and retain skilled personnel, including key members of senior management; |
| ∎ | our ability to successfully identify, manage, consummate and integrate any existing and potential acquisitions; |
| ∎ | our ability to maintain, protect, and enhance our intellectual property; |
| ∎ | our intended use of the net proceeds from this offering; |
| ∎ | our ability to manage the increased expenses associated and compliance demands with being a public company; |
| ∎ | our ability to maintain our foreign private issuer status; and |
| ∎ | other factors detailed herein under “Risk Factors.” |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in this prospectus.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus, to conform these statements to actual results or to changes in our expectations.
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We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $53.77 million, assuming the shares are offered at $12.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.
A $1.00 increase (decrease) in the assumed initial public offering price of $12.00 per ordinary share would increase (decrease) the net proceeds to us from this offering by approximately $4.88 million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 shares in the number of ordinary shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $1.12 million, assuming that the assumed initial public offering price remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
The principal purposes of this offering are to obtain additional working capital, to create a public market for our ordinary shares and to facilitate our future access to the public equity markets. We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures and potential strategic investments and acquisitions.
The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above, and there may be circumstances where a reallocation of funds is necessary. Accordingly, our management will have broad discretion over the way that we use the net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.
We will not receive any proceeds from the sale of shares by the selling shareholders.
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We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and expand our business. Our board of directors has sole discretion whether to pay dividends. If our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our directors may deem relevant. The distribution of dividends may be limited by the laws of Jersey, which permits distributions to be made from any source (subject to certain restrictions) but requires a statement of solvency to be made by the directors of the Company authorizing such distribution. For an explanation concerning the payment of dividends under the laws of Jersey, see “Description of Share Capital—Dividend and Liquidation Rights.” The terms of certain of our outstanding borrowings restrict our ability to pay dividends or make distributions on our ordinary shares, and we may enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends or make distributions on our ordinary shares.
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The following table sets forth our cash and cash equivalents and total capitalization as of March 31, 2021:
| ∎ | on an actual basis; and |
| ∎ | on an as adjusted basis to give effect to the issuance and sale of ordinary shares by us in this offering at an assumed public offering price of $12.00 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us. |
You should read this information in conjunction with our consolidated financial statements and the related notes appearing at the end of this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.
| AS OF MARCH 31, 2021 | ||||||||
| ACTUAL | AS ADJUSTED | |||||||
| (Unaudited) | ||||||||
| (in thousands, USD) | ||||||||
| Cash and cash equivalents |
$ | 14,035 | $ | 67,804 | ||||
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| Non-current loans and financing: |
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| Borrowings |
5,938 | 5,938 | ||||||
| Lease liability |
1,447 | 1,447 | ||||||
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| Total non-current loans and financing |
7,385 | 7,385 | ||||||
| Total equity |
37,156 | $ | 91,640 | |||||
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| Total capitalization |
$ | 44,541 | $ | 99,025 | ||||
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A $1.00 increase (decrease) in the assumed initial public offering price of $12.00 per ordinary share, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total equity and total capitalization by approximately $4.88 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
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If you invest in our ordinary shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per ordinary share after this offering. Our net tangible book value as of March 31, 2021 was $0.52 per ordinary share.
Net tangible book value per ordinary share was calculated by:
| ∎ | subtracting our total liabilities from our total tangible assets (total assets less intangible assets); and |
| ∎ | dividing the difference by the number of ordinary shares outstanding. |
After giving effect to the sale of ordinary shares that we are offering at an assumed initial public offering price of $12.00 per ordinary share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value on an adjusted basis as of March 31, 2021 would have been $69.33 million, or $2.05 per ordinary share. This amount represents an immediate increase in net tangible book value of $1.53 per ordinary share to our existing shareholders and an immediate dilution of $9.95 per ordinary share to new investors purchasing ordinary shares in this offering. We determine dilution by subtracting the as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for an ordinary share.
The following table illustrates this dilution on a per share basis:
| Assumed initial public offering price per ordinary share |
$ | 12.00 | ||||||
| Net tangible book value per share as of March 31, 2021 |
$ | 0.52 | ||||||
| Increase per share attributable to this offering |
$ | 1.53 | ||||||
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| Pro forma as adjusted net tangible book value per share after this offering |
$ | 2.05 | ||||||
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| Dilution per share to new investors in this offering. |
$ | 9.95 |
A $1.00 increase (decrease) in the assumed initial public offering price of $12.00 per ordinary share would increase (decrease) the pro forma as adjusted net tangible book value by $4.88 million, or $0.15 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
The following table summarizes, as of March 31, 2021 the differences between the number of shares purchased from us, the total consideration paid to us in cash and the average price per share that existing shareholders paid, on the one hand, and new investors are paying in this offering, on the other hand. The calculation below is based on an assumed initial public offering price of $12.00 per ordinary share (the midpoint of the price range set forth on the cover page of this prospectus) before deducting underwriting discounts and commissions and estimated offering expenses payable by us.
| SHARES PURCHASED | TOTAL CONSIDERATION | AVERAGE PRICE PER SHARE |
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| NUMBER | PERCENT | AMOUNT | PERCENT | |||||||||||||||||
| Existing shareholders (1) |
28,556,422 | 84 | % | $ | 20,253,000 | 24 | % | $ | 0.71 | |||||||||||
| New investors (2) |
5,250,000 | 16 | % | 63,000,000 | 76 | % | 12.00 | |||||||||||||
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| Total |
33,806,422 | 100 | % | $ | 83,253,000 | 100 | % | |||||||||||||
| (1) | The number of shares purchased by existing shareholders includes 2,250,000 shares being sold by the selling shareholders in this offering. |
| (2) | The number of shares purchased by new investors does not include shares being sold by selling shareholders in this offering. |
The foregoing tables and calculations exclude 3,609,744 ordinary shares reserved for issuance under our equity incentive plans and equity awards as of March 31, 2021, of which there were options and warrants to purchase 2,844,744 shares at a weighted average exercise price of $1.68 per share.
The exercise of the underwriter option would not further impact the dilution to new shareholders presented above.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes thereto and other financial information included elsewhere in this prospectus. All dollar amounts in this discussion and analysis are in thousands of United States dollars unless otherwise stated. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry based on December 31, 2020 and March 31, 2021 revenue. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com and Bookies.com. We tailor each one of our websites to different user interests and markets within the online gambling industry by producing original content relating to the sector, such as news, odds, statistics, product reviews and product comparisons of locally available online gambling services. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert these potential online gamblers into actual paying players. In this way, we provide business-to-business, or B2B, digital marketing services to online gambling operators.
We generate revenue by referring online gamblers to online gambling operators. When an online gambler visits an online gambling operator from one of our websites, registers a new account and makes a deposit, this online gambler becomes one of our referred players. Each of our referred players entitles us to remuneration pursuant to our agreements with the online gambling operator. Our agreements are primarily based on a revenue share model, a Cost Per Acquisition model (also referred to as CPA), or a combination of both, which is referred to as hybrid.
As we are compensated primarily on a performance-based model, our revenue depends overwhelmingly on the quantity and quality of traffic we can provide to our customers, rather than on our commercial team’s ability to sell advertising based on fixed fees or placements. Our commercial team focuses on finding high performing partners and curating the relationship with our existing partners to improve and expand our business relationships.
Revenue Share Model
Under the revenue share model, we are entitled to a certain percentage of the NGR generated by a referred player with no flat fee component. NGR is calculated as GGR less direct costs such as transaction fees, bonus offers, loyalty rewards, charge backs and, sometimes, administrative fees. Revenue share commissions are typically calculated on the basis of a pool of referred players across a given online gambling affiliate account. Depending on the customer, we may maintain multiple online gambling affiliate accounts with each customer. While most of our arrangements are valid for the entire customer lifetime of the referred players, in practice referred players typically play for a limited time only. Such characteristics could vary significantly between markets and outliers such as high-rollers and long-term online gamblers do exist and can have a significant effect on revenue share results. Significant counterparty risk is inherent to the revenue share model and therefore we apply a risk-based model when determining whether, and to what extent, to transact on a revenue share basis with a given customer. For the years ended December 31, 2019 and 2020, 20% and 12% of our revenue was generated under the revenue share model, respectively. For the three months ended March 31, 2020 and 2021, 17% and 8% of our revenue was generated under the revenue share model, respectively.
Cost per Acquisition (CPA) Model
Under the CPA model, we are compensated with a flat fee commission per NDC according to terms which may include a minimum deposit. CPA fees vary significantly between markets and product categories depending on the
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geography and type of product. The CPA model captures a sizable portion of the value of the online gambler at the start and therefore has much better cash flow dynamics compared to revenue share which can take months or years to catch up to and exceed the CPA value that could have been achieved for an individual referred player (if it exceeds it at all). For small online gambling operators or operators with a short trading history, we tend to favor the CPA model to minimize exposure to the counterparty risk inherent in the revenue share model. For the years ended December 31, 2019 and 2020, 18% and 32% of our revenue was generated under the CPA model, respectively. For the three months ended March 31, 2020 and 2021, 27% and 38% of our revenue was generated under the CPA model, respectively.
Hybrid Model
The hybrid model combines both revenue share and CPA. Under this model, online gambling operators pay a lower up-front payment and a lower revenue share percentage. This model gives us the best of both worlds which enables us to secure both predictable short-term revenue and exposure to ongoing revenue share to maximize the revenue per referred player over the medium and long-term. For the years ended December 31, 2019 and 2020, 57% and 53% of our revenue was generated under the hybrid model, respectively. For the three months ended March 31, 2020 and 2021, 51% and 46% of our revenue was generated under the hybrid model, respectively.
We have also received and continue to receive revenue from other commercial structures, such as fixed fees, initiation fees or minimum guarantees for revenue share.
Our revenue performance can be optimized by selecting the best commercial model available to us from each of our customers. Usually, some combination of all three of the models will be offered and it is incumbent on us to negotiate and select our preferable model. Operators’ favored model tends to vary over time depending on internal priorities and personnel. Internally we are agnostic as to the superiority of any one of the three models above. We have a predictive analytics system which estimates the value to us of each of these models based on each operator, product and market and we simply choose the one that our systems predict will yield the best results.
Online gamblers generally locate our websites via search engines, and we are thus dependent on the effective implementation of SEO strategies across our portfolio of websites. We plan to organically increase our market share by continuing to deliver best in class content on our branded destinations through the efficient use of our technology platforms. Google and other search engines are increasingly adept at identifying the truly high-quality content which deserves prominence. Our investments in content, product and website delivery thus naturally result in strong search engine rankings without extra effort.
The main drivers for the online gambling affiliate market in which we operate are the underlying online gambling market, pace and detail of regulation, the amount of advertising conducted by the online gambling operators and the share of such advertising going to online gambling affiliates such as us. Underlying market growth stems from both an increase in the number of jurisdictions regulating online gambling for the first time as well as growth from already regulated jurisdictions where online gambling is becoming an increasingly accepted, mainstream leisure activity.
Newly regulated markets, such as the U.S., we believe, present significant opportunities for future growth. Changes to existing regulations could present both risks and opportunities depending on the nature of the change. An increase in underlying gaming tax, for example, would negatively affect the revenue potential from such market whereas an expansion in the number of online gambling licensees would typically positively affect the revenue potential.
Factors Affecting Our Results of Operations
Revenue from sports products tend to fluctuate significantly with the sporting events schedule. Revenue from casino products is typically subject to seasonality to a lesser extent. In the northern hemisphere, the first and fourth quarters are typically stronger while the second and third quarters are subject to negative seasonality. In 2020 and for the 3 months ended 31 March 2021, we have seen larger than typical positive seasonality for casino products in connection with the implementation of restrictive COVID-19 measures. Conversely, we expect to see larger than typical negative seasonality effects in connection with such COVID-19 measures being lifted.
For the years ended December 31, 2019 and 2020, 24% and 11% of our revenue was generated from sports products including online betting and daily fantasy sports and 73% and 86% was generated from casino products
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including iGaming and social casino, respectively. For the three months ended March 31, 2020 and 2021, 16% and 10% of our revenue was generated from sports products including online betting, respectively, and daily fantasy sports and 82% and 88% was generated from casino products including iGaming and social casino, respectively.
Impact of COVID-19
The COVID-19 global pandemic has presented health and economic challenges on an unprecedented scale. The online gambling industry has been affected by COVID-19 both directly in terms of disruptions to revenue generating activities and indirectly as a result of effects to the general economy and financial markets.
The direct impact of COVID-19 on our business beyond disruptions to normal business operations in several offices primarily results from the suspension and cancellation of sports seasons and sporting events. As a result of most major sports events having been postponed or cancelled for parts of 2020, our revenue from sports betting was directly and significantly affected. However, revenue from casino and other non-sports products showed strong growth throughout 2020 and revenue from sports showed signs of recovery as sports events returned.
Based on currently available information, we do not expect a significant negative long-term impact on our business. Our and our customer’s online business models benefit from an accelerated structural change from offline to online. The demands for our services were not impacted significantly by changes in buying behavior and disposable income of online gamblers. Management assessed the impact of the COVID-19 pandemic and based on actual results in the fiscal year 2020, there was no overall negative impact on our financial performance. While sports betting was negatively impacted, it represented only 24% and 11% of our total revenues in 2019 and 2020, respectively. Growth in casino revenue more than offset the decrease in sports revenue.
As a leading provider of digital marketing services for the global online gambling industry, we have seen significant growth in revenues, as COVID-19 has shifted players to online entertainment. Our total revenue increased from $19,266 for the year ended December 31, 2019 to $27,980 for the year ended December 31, 2020, representing a year over year increase of 45%. Our revenue from casino products increased from $14,020 for the year ended December 31, 2019 to $24,135 for the year ended December 31, 2020, representing an increase year over year of 72%. Our revenue from sports products decreased from $4,686 for the year ended December 31, 2019 to $3,210 for the year ended December 31, 2020, representing a decrease of 31%. Our net income increased from a net loss of $1,901 for the year ended December 31, 2019 to net income of $15,151 for the year ended December 31, 2020. Our Adjusted EBITDA increased from $3,747 for the year ended December 31, 2019 to $14,608 for the year ended December 31, 2020, representing a year over year increase of 290%.
Our total revenue increased from $4,111 for the three months ended March 31, 2020 to $11,517 for the three months ended March 31, 2021, representing an increase of 180%. Our revenue from casino products increased from $3,365 for the three months ended March 31, 2020 to $10,114 for the three months ended March 31, 2021, representing an increase of 201%. Our revenue from sports products increased from $674 for the three months ended March 31, 2020 to $1,173 for the three months ended March 31, 2021, representing an increase of 74%. Our net income decreased from net income of $4,733 for the three months ended March 31, 2020 to net income of $4,466 for the three months ended March 31, 2021, representing a decrease of 6%. Our Adjusted EBITDA increased from $769 for the three months ended March 31, 2020 to $7,117 for the three months ended March 31, 2021.
While the lasting impact of COVID-19 on the online gambling market is uncertain, we believe that the changes in player behaviors may have a permanent effect on the online gambling market and our business.
Non-IFRS Financial Measures
Management uses several financial measures, both IFRS and non-IFRS financial measures in analyzing and assessing the overall performance of the business and for making operational decisions.
EBITDA and Adjusted EBITDA
EBITDA is a non-IFRS financial measure defined as earnings excluding net finance costs, income tax (charge) credit, depreciation, and amortization. Adjusted EBITDA is a non-IFRS financial measure defined as EBITDA adjusted to exclude the effect of non-recurring items, significant non-cash items, share-based payment expense and other items that our board of directors believes do not reflect the underlying performance of the business.
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We believe EBITDA and Adjusted EBITDA are useful to our management as a measure of comparative operating performance from period to period as it removes the effect of items not directly resulting from our core operations including effects that are generated by differences in capital structure, depreciation, tax effects and non-recurring events.
While we use EBITDA and Adjusted EBITDA as tools to enhance our understanding of certain aspects of our financial performance, we do not believe that EBITDA and Adjusted EBITDA are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of EBITDA and Adjusted EBITDA is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of EBITDA and Adjusted EBITDA as compared to IFRS results are that EBITDA and Adjusted EBITDA as we define them may not be comparable to similarly titled measures used by other companies in our industry and that EBITDA and Adjusted EBITDA may exclude financial information that some investors may consider important in evaluating our performance.
Below is a reconciliation to EBITDA and Adjusted EBITDA from net (loss) and net income for the period attributable to the equity holders as presented in the Consolidated Statements of Comprehensive (Loss) and Income for the period specified:
| YEAR ENDED DECEMBER 31, | CHANGE | THREE MONTHS ENDED MARCH 31, |
CHANGE | |||||||||||||||||||||||||||||
| 2019 | 2020 | $ | % | 2020 | 2021 | $ | % | |||||||||||||||||||||||||
| (in thousands, unaudited) | (in thousands, unaudited) | |||||||||||||||||||||||||||||||
| Net (loss) income for the period |
$ | (1,901 | ) | $ | 15,151 | 17,052 | n/m | $ | 4,733 | $ | 4,466 | (267 | ) | (5.6 | )% | |||||||||||||||||
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| Net finance costs (1) |
2,429 | 379 | (2,050 | ) | (84.4 | )% | (4,698 | ) | 79 | 4,777 | (101.7 | )% | ||||||||||||||||||||
| Income tax charge (credit) |
872 | (4,399 | ) | (5,271 | ) | n/m | 51 | 666 | 615 | n/m | ||||||||||||||||||||||
| Depreciation expense |
110 | 123 | 13 | 11.8 | % | 29 | 35 | 6 | 20.7 | % | ||||||||||||||||||||||
| Amortization expense |
2,116 | 2,104 | (12 | ) | (0.6 | )% | 504 | 547 | 43 | 8.5 | % | |||||||||||||||||||||
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| EBITDA |
$ | 3,626 | $ | 13,358 | 9,732 | 268.4 | % | $ | 619 | $ | 5,793 | 5,174 | n/m | |||||||||||||||||||
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|||||||||||||||||
| Share-based payments |
— | 371 | 371 | 100.0 | % | — | 818 | 818 | 100.0 | % | ||||||||||||||||||||||
| Non-recurring accounting and legal fees related to the offering |
— | 724 | 724 | 100.0 | % | — | 506 | 506 | 100 | % | ||||||||||||||||||||||
| Non-recurring costs related to lease termination |
121 | 155 | 34 | 28.1 | % | 150 | — | (150 | ) | (100.0 | )% | |||||||||||||||||||||
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| Adjusted EBITDA |
$ | 3,747 | $ | 14,608 | 10,861 | 289.9 | % | $ | 769 | $ | 7,117 | 6,348 | n/m | |||||||||||||||||||
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| (1) | Net finance costs is comprised of gains/losses on financial liability at fair value through profit or loss, finance income, and finance expense. |
| n/m = not meaningful |
Free Cash Flow
Free Cash Flow is a non-IFRS financial measure defined as cash flow from operating activities less capital expenditures, or CAPEX.
We believe Free Cash Flow is useful to our management as a measure of financial performance as it measures our ability to generate additional cash from our operations. While we use Free Cash Flow as a tool to enhance our understanding of certain aspects of our financial performance, we do not believe that Free Cash Flow is a substitute for, or superior to, the information provided by IFRS metrics. As such, the presentation of Free Cash Flow is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS.
The primary limitation associated with the use of Free Cash Flow as compared to IFRS metrics is that Free Cash Flow does not represent residual cash flows available for discretionary expenditures due to the fact that the measure
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does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Free Cash Flow as we define it also may not be comparable to similarly titled measures used by other companies in the online gambling affiliate industry.
Below is a reconciliation to Free Cash Flow from cash flow from operating activities as presented in the Consolidated Statement of Cash Flows for the period specified:
| YEAR ENDED DECEMBER 31, | CHANGE | THREE MONTHS ENDED MARCH 31, |
CHANGE | |||||||||||||||||||||||||||||
| 2019 | 2020 | $ | % | 2020 | 2021 | $ | % | |||||||||||||||||||||||||
| (in thousands, unaudited) | (in thousands, unaudited) | |||||||||||||||||||||||||||||||
| Cash flows generated by operating activities |
$ | 4,004 | $ | 10,894 | 6,890 | 172.1 | % | $ | 229 | $ | 6,740 | 6,511 | n/m | |||||||||||||||||||
| Capital Expenditures |
(1,721 | ) | (90 | ) | 1,631 | (94.8 | )% | (17 | ) | (343 | ) | (326 | ) | n/m | ||||||||||||||||||
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| Free Cash Flow |
$ | 2,283 | $ | 10,804 | 8,521 | 373.2 | % | $ | 212 | $ | 6,397 | 6,185 | n/m | |||||||||||||||||||
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n/m = not meaningful
Constant Currency
Changes in our financial results include the impact of changes in foreign currency exchange rates. We provide “constant currency” analysis, as if EUR-USD exchange rate had remained constant period-over-period, to enhance the comparability of our results. When we use the term “constant currency,” we adjust for the impact related to the translation of our consolidated financial statements from EUR to USD by translating financial data for the three months ended March 31, 2020 using the same foreign currency exchange rates that we used to translate financial data for the three months ended March 31, 2021.
Constant currency metrics should not be considered in isolation or as a substitute for reported results prepared in accordance with IFRS. Refer to “Results of Operations, Three months ended March 31, 2020 with three months ended March 31, 2021,” for Management’s discussion of the constant currency impact for these periods. For foreign exchange rates used, refer to “Note 3 Significant Accounting Policies,” within the Notes to the Condensed Consolidated Financial Statements included elsewhere in this prospectus.
For the years ended December 31, 2019 and 2020, we did not include the impact of constant currency within this prospectus as foreign exchange did not have a significant impact on our reported USD amounts for these years. Refer to the section “Quantitative and Qualitative Disclosures about Market Risk—Transaction Exposure Sensitivity” for additional information.
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Results of Operations
Year ended December 31, 2019 with year ended December 31, 2020
The following discussion summarizes our results of operations for our one reportable segment for the years ended December 31, 2019 and 2020, presented as a percentage of total revenue. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus.
| YEAR ENDED DECEMBER 31, (in thousands) |
CHANGE | |||||||||||||||
| 2019 | 2020 | $ | % | |||||||||||||
| Revenue |
$ | 19,266 | $ | 27,980 | 8,714 | 45.2 | % | |||||||||
| Sales and Marketing expenses |
(10,862 | ) | (8,103 | ) | 2,759 | (25.4 | )% | |||||||||
| Technology expenses |
(2,498 | ) | (2,503 | ) | (5 | ) | 0.2 | % | ||||||||
| General & Administrative expenses |
(4,213 | ) | (5,956 | ) | (1,743 | ) | 41.4 | % | ||||||||
| Allowance for credit losses |
(293 | ) | (287 | ) | 6 | (2.0 | )% | |||||||||
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|
|||||||||
| Operating profit |
1,400 | 11,131 | 9,731 | 695.1 | % | |||||||||||
| (Losses) gains on financial liability at fair value through profit or loss |
(94 | ) | 1,417 | 1,511 | n/m | |||||||||||
| Finance income |
140 | 303 | 163 | 116.4 | % | |||||||||||
| Finance expense |
(2,475 | ) | (2,099 | ) | 376 | (15.2 | )% | |||||||||
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| (Loss) income before tax |
(1,029 | ) | 10,752 | 11,781 | n/m | |||||||||||
| Income tax (charge) credit |
(872 | ) | 4,399 | 5,271 | (604.5 | )% | ||||||||||
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| Net (loss) income for the year attributable to equity holders |
(1,901 | ) | 15,151 | 17,052 | n/m | |||||||||||
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| Other comprehensive income |
||||||||||||||||
| Exchange differences on translating foreign currencies |
50 | 2,480 | 2,430 | n/m | ||||||||||||
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| Total comprehensive (loss) income for the year attributable to the equity holders |
(1,851 | ) | 17,631 | 19,482 | n/m | |||||||||||
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|
|||||||||
n/m = not meaningful
Key Performance Indicator
The Key Performance Indicator, or KPI, does not represent an IFRS based measurement. We define an NDC as a unique referral of a player from our system to one of our customers that satisfied an agreed performance obligation (typically making a deposit above a minimum threshold) with the customer and thereby triggered the right to commission for us. Management uses “NDCs” as an indication of the performance of our websites or mobile apps as we generate commission revenues from customers based on the referred players.
While no estimation is necessary in quantifying NDCs, the KPI is subject to various risks such as reliance on search engines, reliance on customer data, customer concentration, competition, licensing and regulation, and macroeconomic conditions. Refer to “Risk Factors” within this prospectus for further risks associated with our business which could affect this KPI.
| YEAR ENDED DECEMBER 31, | CHANGE | |||||||||||||||
| 2019 | 2020 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| New Depositing Customers |
79 | 104 | 25 | 31.6 | % | |||||||||||
The increase in NDCs for the year ended December 31, 2020 compared to December 31, 2019 demonstrates the growth in the business, specifically related to the increase in casino products which was offset by the decline in sports products due to decreased sporting events as a result of COVID-19. As such, we believe this is a meaningful metric in evaluating our operating performance.
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Revenue
We generate most of our revenue by referring online gamblers to online gambling operators with agreements based on one of three models: revenue share, cost per acquisition (CPA), or a combination of both, which is referred to as hybrid. We consider each referred player to be a separate performance obligation. It is satisfied at the point in time when the referral is accepted by the relevant online gambling operator. Revenue share fees for each referred player are considered variable consideration and are only recognized to the extent it is probable that no significant reversal of cumulative revenue recognized for the referral will occur when the ultimate fees are known. CPA fees for each referred player are recognized when earned upon acceptance of the referral by the online gambling operator.
Other revenues are derived from advertising and onboarding fees paid by online gambling operators as well as subscription revenues paid by online gamblers. These revenues are recognized as earned or straight-line over the applicable service period.
Fees generated by each customer during a particular month are paid to us typically within 30 days after month end.
The following tables set forth the breakdown of our revenue in U.S. dollar amounts and as percentages of total revenues for the periods indicated:
Our revenue disaggregated by market is as follows:
| YEAR ENDED DECEMBER 31, (in thousands) |
AS A PERCENTAGE OF REVENUE | |||||||||||||||
| 2019 | 2020 | 2019 | 2020 | |||||||||||||
| U.K. and Ireland |
$ | 13,412 | $ | 16,189 | 69.7 | % | 57.9 | % | ||||||||
| Other Europe |
2,879 | 5,252 | 14.9 | % | 18.8 | % | ||||||||||
| North America |
1,916 | 3,959 | 9.9 | % | 14.1 | % | ||||||||||
| Rest of the world |
1,059 | 2,580 | 5.5 | % | 9.2 | % | ||||||||||
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|
|||||||||
| Total revenues |
$ | 19,266 | $ | 27,980 | 100.0 | % | 100.0 | % | ||||||||
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|
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Other Europe includes revenue from Germany, Italy, Sweden and other European markets. North America includes revenue from the U.S. and Canada. Rest of the world includes revenue from Oceania and other markets outside of Europe and North America. Revenue is disaggregated based on the location of online gamblers.
During the year ended December 31, 2020, revenue increased across each of our disaggregated markets when compared to the year ended December 31, 2019, driven by organic growth. We believe, the growth stems from a combination of increased demand in casino products, market growth, increased addressable market, increased market share, and improved technology and operational efficiencies.
Our revenue disaggregated by monetization is as follows:
| YEAR ENDED DECEMBER 31, (in thousands) |
AS A PERCENTAGE OF REVENUE | |||||||||||||||
| 2019 | 2020 | 2019 | 2020 | |||||||||||||
| Hybrid commission |
$ | 11,060 | $ | 14,738 | 57.4 | % | 52.7 | % | ||||||||
| Revenue share commission |
3,856 | 3,308 | 20.0 | % | 11.8 | % | ||||||||||
| CPA commission |
3,447 | 9,047 | 17.9 | % | 32.3 | % | ||||||||||
| Other revenue |
903 | 887 | 4.7 | % | 3.2 | % | ||||||||||
|
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|
|
|
|
|
|
|
|||||||||
| Total revenues |
$ | 19,266 | $ | 27,980 | 100.0 | % | 100.0 | % | ||||||||
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|
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|
|
|
|
|
|||||||||
Revenue share commission includes revenue from arrangements where we are remunerated exclusively by a share of the customer’s NGR from the referred players. CPA commission includes revenue from arrangements where we are
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remunerated exclusively by a single cash payment for each referred player. Hybrid commission includes revenue from arrangements where we are remunerated by both a CPA commission and a revenue share commission from the referred players. Other revenue includes revenue from arrangements not based on the referred players including advertising and onboarding fees as well as subscription fees.
The revenue increase from the year ended December 31, 2019 compared to the year ended December 31, 2020 is driven primarily by additional Hybrid commission and CPA commission revenue of $3,678, or 33%, and $5,600, or 162%, respectively. These increases were offset by a decline in Revenue share commission of $548, or 14%. Other revenue experienced flat growth year over year. The change in revenue by monetization is driven primarily by relative changes in the product and market mix with sports products typically being monetized to a greater degree with Revenue Share or Hybrid commission relative to casino products and the North American market typically being monetized to a greater degree with CPA commission relative to other markets.
Our revenue disaggregated by product type from which it is derived is as follows:
| YEAR ENDED DECEMBER 31, (in thousands) |
AS A PERCENTAGE OF REVENUE | |||||||||||||||
| 2019 | 2020 | 2019 | 2020 | |||||||||||||
| Casino |
$ | 14,020 | $ | 24,135 | 72.8 | % | 86.3 | % | ||||||||
| Sports |
4,686 | 3,210 | 24.3 | % | 11.4 | % | ||||||||||
| Other |
560 | 635 | 2.9 | % | 2.3 | % | ||||||||||
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|
|
|
|
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|
|||||||||
| Total revenues |
$ | 19,266 | $ | 27,980 | 100.0 | % | 100.0 | % | ||||||||
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|
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Revenue from Casino includes revenue from iGaming and social casino products. Revenue from Sports includes revenue from online sports betting and daily fantasy sports. Other revenue includes revenue from products other than Casino and Sports including online poker and online bingo.
The increase in revenue for the year ended December 31, 2020 as compared to the year ended December 31, 2019 is driven primarily by revenue from Casino products, which increased $10,115, or 72%. This revenue increase, we believe, is driven partly by a structural shift from offline to online casino products, accelerated by the closure of traditional brick-and-mortar gambling facilities during the COVID-19 pandemic, positively impacting the overall market growth.
In Sports revenue, we saw a decrease of $1,476, or 31%, which was directly impacted by COVID-19 as a result of the suspension and cancellation of sports seasons and sporting events.
Other revenue remained relatively flat compared to the prior year.
The majority of our revenues during the years ended December 31, 2019 and 2020 were denominated in EUR and GBP. Fluctuations in the EUR to USD and GBP to USD exchange rates did not have a significant impact on our reported USD revenue amounts for these years. Our reported revenues in future periods will continue to be affected by fluctuations in the EUR to USD and GBP to USD exchange rates. Refer to the section “Quantitative and Qualitative Disclosures about Market Risk—Transaction Exposure Sensitivity” for additional information.
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Operating Expenses
The following tables set forth the breakdown of our expenses in U.S. dollar amounts and as percentages of total revenues for the period indicated:
Sales and Marketing Expenses
| YEAR ENDED DECEMBER 31, (in Thousands) |
AS A PERCENTAGE OF REVENUE | |||||||||||||||
| 2019 | 2020 | 2019 | 2020 | |||||||||||||
| Wages, salaries, benefits and social security costs |
$ | 4,303 | $ | 4,515 | 22.3 | % | 16.1 | % | ||||||||
| External marketing expenses |
3,526 | 1,208 | 18.3 | % | 4.3 | % | ||||||||||
| Amortization of intangible assets |
1,873 | 1,817 | 9.7 | % | 6.5 | % | ||||||||||
| Share-based payments |
— | 63 | 0.0 | % | 0.2 | % | ||||||||||
| Other |
1,160 | 500 | 6.0 | % | 1.8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Sales and Marketing Expenses |
$ | 10,862 | $ | 8,103 | 56.3 | % | 28.9 | % | ||||||||
|
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|
|
|
|
|
|
|
|||||||||
Wages, salaries, benefits and social security costs include commercial, marketing and content functions. External marketing expenses include pay-per-click advertising and other marketing activities. Amortization of intangible assets relates to amortization of domains, apps and customer contracts. Share-based payment expense pertains to the share-based compensation plan whereby certain employees and consultants are eligible to purchase share warrants or receive share options. Other expenses include external service providers and software licenses.
Sales and marketing expenses decreased by $2,759, or 25%, in 2020 compared to 2019. The decrease is primarily the result of decreased external marketing expenses of $2,318, or 66%, as a result of significantly reduced pay-per-click advertising. Other sales and marketing expenses also decreased by $660, or 57%, as a result of moving some marketing and content functions that had previously been outsourced in-house. Wages, salaries, benefits and social security costs increased $212, or 5%, as a result of year-over-year salary increases in addition to the impact of foreign exchange.
The majority of our sales and marketing expenses during the years ended December 31, 2019 and 2020 were denominated in EUR. Fluctuations in the EUR to USD exchange rate did not have a significant impact on our reported USD sales and marketing expense amounts for these years. Our reported sales and marketing expenses in future periods will continue to be affected by fluctuations in the EUR to USD exchange rate. Refer to the section “Quantitative and Qualitative Disclosures about Market Risk—Transaction Exposure Sensitivity” and the section “Foreign Currency Translation” included as part of the “Summary of Significant Accounting Policies” within the Consolidated Financial Statements for additional information.
Technology Expenses
| YEAR ENDED DECEMBER 31, 2019, (in thousands) |
AS A PERCENTAGE OF REVENUE | |||||||||||||||
| 2019 | 2020 | 2019 | 2020 | |||||||||||||
| Wages, salaries, benefits and social security costs |
$ | 2,225 | $ | 2,183 | 11.5 | % | 7.8 | % | ||||||||
| Depreciation of property and equipment |
5 | 13 | 0.0 | % | 0.0 | % | ||||||||||
| Amortization of intangible assets |
— | 15 | — | 0.1 | % | |||||||||||
| Share-based payments |
— | 91 | — | 0.3 | % | |||||||||||
| Other |
268 | 201 | 1.4 | % | 0.7 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Technology Expenses |
$ | 2,498 | $ | 2,503 | 12.9 | % | 8.9 | % | ||||||||
|
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|
|
|
|
|
|
|
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Wages, salaries, benefits and social security costs include software, web, and business intelligence technology functions. Depreciation expense pertains to computer and office equipment. Amortization of intangible assets relates to amortization of capitalized development costs. Share-based payment expense pertains to the share-based compensation plan whereby certain employees and consultants are eligible to purchase share warrants or receive share options. Other expenses include hosting, software licenses, and external service providers.
Technology expenses remained stable from the year ended December 31, 2019 to December 31, 2020 as we continue to invest to further expand on our technology capabilities.
The majority of our technology expenses during the years ended December 31, 2019 and 2020 were denominated in EUR. Fluctuations in the EUR to USD exchange rate did not have a significant impact on our reported USD technology expense amounts for these years. Our reported technology expenses in future periods will continue to be affected by fluctuations in the EUR to USD exchange rate. Refer to the section “Quantitative and Qualitative Disclosures about Market Risk—Transaction Exposure Sensitivity” for additional information.
General and Administrative Expenses
| YEAR ENDED DECEMBER 31, 2019, (in thousands) |
AS A PERCENTAGE OF REVENUE | |||||||||||||||
| 2019 | 2020 | 2019 | 2020 | |||||||||||||
| Wages, salaries, benefits and social security costs |
$ | 1,757 | $ | 3,114 | 9.1 | % | 11.1 | % | ||||||||
| Share-based payments |
— | 217 | 0.0 | % | 0.8 | % | ||||||||||
| Depreciation of property and equipment |
105 | 110 | 0.5 | % | 0.4 | % | ||||||||||
| Amortization of right-of-use assets |
243 | 272 | 1.3 | % | 1.0 | % | ||||||||||
| Short term leases |
630 | 203 | 3.3 | % | 0.7 | % | ||||||||||
| Legal and consultancy fees |
460 | 928 | 2.4 | % | 3.3 | % | ||||||||||
| Non-recurring accounting and legal fees related to the offering |
— | 724 | 0.0 | % | 2.6 | % | ||||||||||
| Non-recurring costs related to lease termination |
121 | 155 | 0.6 | % | 0.6 | % | ||||||||||
| Other |
897 | 233 | 4.7 | % | 0.8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total General and Administrative Expense |
$ | 4,213 | $ | 5,956 | 21.9 | % | 21.3 | % | ||||||||
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|
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Wages, salaries, benefits and social security costs include directors and executive management, finance, and human resource functions. Share-based payment expense pertains to the share-based compensation plan whereby certain employees and consultants are eligible to purchase share warrants or receive share options. Amortization of right-of-use assets relates to amortization of leases under IFRS 16. Short term leases relate to lease and other property expenses not classified as right-of-use assets. Legal and consultancy fees include fees for external auditors, tax, legal, and other advisors. Non-recurring costs relate to accounting and legal fees associated with the offering as well as lease termination costs. Other expenses include office expenses and travel and entertainment expenses.
General and Administrative expenses increased by $1,743, or 41%, in 2020 compared to 2019. Wages, salaries, benefits and social security costs increased $1,357, or 77%, as a result of year-over-year salary and bonus increases and expansion of the senior management team. Legal and consultancy fees increased by $468, or 102%, as a result of increased auditing, accounting, and tax expenses. We incurred non-recurring expense of $724 in 2020 consisting of accounting and legal fees related to the offering. These were offset by a decrease in short term lease expense of $427, or 68%, due to reduced office space in Dublin and discounts in rent expense for the Charlotte office. Other expenses decreased by $664, or 74%, primarily as a result of lower travel and entertainment expenses which were directly impacted by COVID-19 measures.
The majority of our general and administrative expenses during the years ended December 31, 2019 and 2020 were denominated in EUR. Fluctuations in the EUR to USD exchange rate did not have a significant impact on our reported USD general and administrative expense amounts for these years. Our reported general and administrative expenses in future periods will continue to be affected by fluctuations in the EUR to USD exchange rate. Refer to
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the section “Quantitative and Qualitative Disclosures about Market Risk—Transaction Exposure Sensitivity” for additional information.
Financial Items
For the year ended December 31, 2019, finance expense in the aggregate of $2,475 is comprised of interest expense of $2,008 on our senior secured bonds fully redeemed in December 2020, or the 2021 Bonds, and our convertible promissory notes, or the 2019 Convertible Notes, fully redeemed on maturity as per June 30, 2019, interest expense on lease liabilities of $211 on our long-term lease liabilities (as a result of IFRS 16 application), $108 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and $148 of other finance expenses related to the senior secured bond.
For the year ended December 31, 2020, finance expense in the aggregate of $2,099 is comprised of interest expense of $1,521 on our 2021 Bonds and term loan, interest expense on lease liabilities of $204 on our lease liabilities, $157 of costs to repurchase warrants, $173 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and $44 of other finance expenses.
(Losses) gains attributable to financial liabilities at fair value through profit and loss comprised of movement in the fair value of the 2021 Bonds, of ($94) and $1,417 as determined by market quotes for the years ended December 31, 2019 and at redemption in 2020, respectively.
We experienced an increase of $163, or 116%, in finance income from $140 for the year ended December 31, 2019 to $303 in the year ended December 31, 2020. Finance income is mainly comprised of translation gains of balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency.
We experienced a decrease of $376, or 15%, in finance expense from $2,475 for the year ended December 31, 2019 to $2,099 for the year ended December 31, 2020. The primary drivers of this decrease were the redemption of the 2021 Bonds, which resulted in a decrease in interest on borrowings of $487, and a $104 decrease in other finance expense, which were offset by increases of $157 and $65 related to warrant issuance costs and the translation of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, respectively.
Taxation
We are subject to income taxes in Malta, Ireland and the U.S. Tax charges (credits) amounted to $872 and ($4,399) of which $452 and ($5,377) related to movements in deferred taxes for the years ended December 31, 2019 and 2020, respectively. Deferred taxes relate to the difference between the accounting and tax base of transferred intangible assets and carried forward tax losses. As of December 31, 2019 and 2020, we had cumulative carried forward tax losses of $25,950 and $25,458, respectively. As of December 31, 2020, we had unutilized capital allowances of $79,296 related to the transferred intangible assets.
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Three months ended March 31, 2020 with three months ended March 31, 2021
The following discussion summarizes our results of operations for our one reportable segment for the three months ended March 31, 2020 and 2021, presented as a percentage of total revenue. This information should be read together with our interim condensed consolidated financial statements and related notes included elsewhere in this prospectus.
| THREE MONTHS ENDED MARCH 31, (in thousands, USD) (Unaudited) |
CHANGE | |||||||||||||||
| 2020 | 2021 | $ | % | |||||||||||||
| Revenue |
$ | 4,111 | $ | 11,517 | 7,406 | 180.2 | % | |||||||||
| Sales and Marketing expenses |
(2,260 | ) | (2,704 | ) | (444 | ) | 19.6 | % | ||||||||
| Technology expenses |
(535 | ) | (690 | ) | (155 | ) | 29.0 | % | ||||||||
| General & Administrative expenses |
(1,083 | ) | (2,772 | ) | (1,689 | ) | 156.0 | % | ||||||||
| Allowance for credit losses |
(147 | ) | (140 | ) | 7 | (4.8 | )% | |||||||||
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|
|
|
|
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|
|
|
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| Operating profit |
86 | 5,211 | 5,125 | n/m | ||||||||||||
| Gains on financial liability at fair value through profit or loss |
4,999 | — | (4,999 | ) | (100.0 | )% | ||||||||||
| Finance income |
286 | 158 | (128 | ) | (44.8 | )% | ||||||||||
| Finance expense |
(587 | ) | (237 | ) | 350 | (59.6 | )% | |||||||||
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|
|
|
|
|
|
|
|
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| Income before tax |
4,784 | 5,132 | 348 | 7.3 | % | |||||||||||
| Income tax charge |
(51 | ) | (666 | ) | (615 | ) | n/m | |||||||||
| Net income for the period attributable to the equity holders |
4,733 | 4,466 | (267 | ) | (5.6 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other comprehensive income |
||||||||||||||||
| Exchange differences on translating foreign currencies |
(409 | ) | (1,692 | ) | (1,283 | ) | 313.7 | % | ||||||||
| Total comprehensive income for the period attributable to the equity holders |
4,324 | 2,774 | (1,550 | ) | (35.8 | )% | ||||||||||
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n/m = not meaningful
Key Performance Indicator
| THREE MONTHS ENDED MARCH 31, |
CHANGE | |||||||||||||||
| 2020 | 2021 | $ | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| New Depositing Customers |
16 | 35 | 19 | 118.8 | % | |||||||||||
The increase in NDCs for the three months ended March 31, 2021 as compared to March 31, 2020 demonstrates the overall growth in the business, and we believe this is a meaningful metric in evaluating our operating performance.
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Revenue
The following tables set forth the breakdown of our revenue in U.S. dollar amounts and as percentages of total revenues for the periods indicated. Disaggregation is consistent with the section above titled “Year ended December 31, 2019 with year ended December 31, 2020.”
Our revenue disaggregated by market is as follows:
| THREE MONTHS ENDED MARCH 31, (in thousands) (Unaudited) |
AS A PERCENTAGE OF REVENUE |
|||||||||||||||
| 2020 | 2021 | 2020 | 2021 | |||||||||||||
| U.K. and Ireland |
$ | 2,609 | $ | 6,272 | 63.5 | % | 54.5 | % | ||||||||
| Other Europe |
822 | 3,000 | 20.0 | % | 26.0 | % | ||||||||||
| North America |
398 | 1,652 | 9.7 | % | 14.3 | % | ||||||||||
| Rest of the world |
282 | 593 | 6.8 | % | 5.2 | % | ||||||||||
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| Total revenues |
$ | 4,111 | $ | 11,517 | 100.0 | % | 100.0 | % | ||||||||
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During the three months ended March 31, 2021, revenue increased across each of our disaggregated markets when compared to the three months ended March 31, 2020, driven by organic growth. We believe the growth stems from a combination of increased demand in casino products, market growth, increased addressable market, increased market share, and improved technology and operational efficiencies.
Our revenue disaggregated by monetization is as follows:
| THREE MONTHS ENDED MARCH 31, (in thousands) (Unaudited) |
AS A PERCENTAGE OF REVENUE |
|||||||||||||||
| 2020 | 2021 | 2020 | 2021 | |||||||||||||
| Hybrid commission |
$ | 2,096 | $ | 5,262 | 51.0 | % | 45.7 | % | ||||||||
| Revenue share commission |
685 | 969 | 16.7 | % | 8.4 | % | ||||||||||
| CPA commission |
1,111 | 4,376 | 27.0 | % | 38.0 | % | ||||||||||
| Other revenue |
219 | 910 | 5.3 | % | 7.9 | % | ||||||||||
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| Total revenues |
$ | 4,111 | $ | 11,517 | 100.0 | % | 100.0 | % | ||||||||
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The revenue increase for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020 is driven primarily by additional Hybrid commission and CPA commission revenue of $3,166, or 151%, and $3,265, or 294%, respectively. Revenue share commission and Other revenue increased $284, or 41%, and $691, or 316%, respectively. The increase in revenue by monetization is driven primarily by relative changes in the product and market mix with sports products typically being monetized to a greater degree with Revenue Share or Hybrid commission relative to casino products and the North American market typically being monetized to a greater degree with CPA commission relative to other markets.
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Our revenue disaggregated by product type from which it is derived is as follows:
| THREE MONTHS ENDED MARCH 31, (in thousands) (Unaudited) |
AS A PERCENTAGE OF REVENUE |
|||||||||||||||
| 2020 | 2021 | 2020 | 2021 | |||||||||||||
| Casino |
$ | 3,365 | $ | 10,114 | 81.9 | % | 87.8 | % | ||||||||
| Sports |
674 | 1,173 | 16.4 | % | 10.2 | % | ||||||||||
| Other |
72 | 230 | 1.7 | % | 2.0 | % | ||||||||||
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| Total revenues |
$ | 4,111 | $ | 11,517 | 100.0 | % | 100.0 | % | ||||||||
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The increase in revenue for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020 is driven primarily by revenue from Casino products, which increased $6,749, or 201%. This revenue increase, we believe, is driven partly by a structural shift from offline to online casino products, accelerated by the closure of traditional brick-and-mortar gambling facilities during the COVID-19 pandemic, positively impacting the overall market growth.
In Sports revenue and Other revenue, we saw an increase of $499, or 74%, and $158, or 219%, respectively.
The majority of our revenues during the three months ended March 31, 2020 and 2021 were denominated in EUR and GBP. On a constant currency basis, revenue increased $7,025, or 156%, for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.
Operating Expenses
The following tables set forth the breakdown of our expenses in U.S. dollar amounts and as percentages of total revenues for the period indicated:
Sales and Marketing Expenses
| THREE MONTHS ENDED MARCH 31, (in thousands) (Unaudited) |
AS A PERCENTAGE OF REVENUE |
|||||||||||||||
| 2020 | 2021 | 2020 | 2021 | |||||||||||||
| Wages, salaries, benefits and social security costs |
$ | 1,123 | $ | 1,540 | 27.3 | % | 13.4 | % | ||||||||
| External marketing expenses |
551 | 355 | 13.4 | % | 3.1 | % | ||||||||||
| Amortization of intangible assets |
423 | 463 | 10.3 | % | 4.0 | % | ||||||||||
| Share-based payments |
— | 146 | — | 1.3 | % | |||||||||||
| Other |
163 | 200 | 4.0 | % | 1.7 | % | ||||||||||
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| Total Sales and Marketing Expenses |
$ | 2,260 | $ | 2,704 | 55.0 | % | 23.5 | % | ||||||||
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Sales and marketing expenses increased by $444, or 20%, in the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase is primarily the result of increased wages, salaries, benefits and social security costs of $417, or 37%, as a result of increased headcount and year-over-year salary increases in addition to the impact of foreign exchange. We incurred share-based payments expense of $146 in 2021 related to stock options and warrants issued under the 2020 Stock Incentive Plan. These were offset by a decrease in external marketing expenses of $196, or 36%, as a result of significantly reduced pay-per-click advertising.
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The majority of our sales and marketing expenses during the three months ended March 31, 2020 and 2021 were denominated in EUR. On a constant currency basis, sales and marketing expenses increased $235, or 10%, for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.
Technology Expenses
| THREE MONTHS ENDED MARCH 31, (in thousands) (Unaudited) |
AS A PERCENTAGE OF REVENUE |
|||||||||||||||
| 2020 | 2021 | 2020 | 2021 | |||||||||||||
| Wages, salaries, benefits and social security costs |
$ | 446 | $ | 608 | 10.8 | % | 5.3 | % | ||||||||
| Depreciation of property and equipment |
3 | 4 | 0.1 | % | — | |||||||||||
| Amortization of intangible assets |
10 | 10 | 0.2 | % | 0.1 | % | ||||||||||
| Other |
76 | 68 | 1.8 | % | 0.6 | % | ||||||||||
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| Total Technology Expenses |
$ | 535 | $ | 690 | 12.9 | % | 6.0 | % | ||||||||
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Technology expenses increased $155, or 29%, in the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase is primarily the result of increased wages, salaries, benefits and social security costs of $162, or 36%, as a result of increased headcount and year-over-year salary increases.
The majority of our technology expenses during the three months ended March 31, 2020 and 2021 were denominated in EUR. On a constant currency basis, technology expenses increased $105, or 18%, for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.
General and Administrative Expenses
| THREE MONTHS ENDED MARCH 31, (in thousands) (Unaudited) |
AS A PERCENTAGE OF REVENUE |
|||||||||||||||
| 2020 | 2021 | 2020 | 2021 | |||||||||||||
| Wages, salaries, benefits and social security costs |
$ | 616 | $ | 895 | 15.0 | % | 7.8 | % | ||||||||
| Share-based payments |
— | 672 | — | 5.8 | % | |||||||||||
| Depreciation of property and equipment |
26 | 31 | 0.6 | % | 0.3 | % | ||||||||||
| Amortization of right-of-use assets |
71 | 74 | 1.7 | % | 0.6 | % | ||||||||||
| Short term leases |
59 | 87 | 1.4 | % | 0.8 | % | ||||||||||
| Legal and consultancy fees |
51 | 418 | 1.2 | % | 3.6 | % | ||||||||||
| Non-recurring accounting and legal fees related to the offering |
— | 506 | — | 4.4 | % | |||||||||||
| Non-recurring costs related to lease termination |
150 | — | 3.6 | % | — | |||||||||||
| Other |
110 | 89 | 2.7 | % | 0.8 | % | ||||||||||
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| Total General and Administrative Expense |
$ | 1,083 | $ | 2,772 | 26.2 | % | 24.1 | % | ||||||||
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General and Administrative expenses increased by $1,689, or 156%, in the three months ended March 31, 2021 compared to the three months ended March 31, 2020. Wages, salaries, benefits and social security costs increased $279, or 45%, as a result of year-over-year salary and bonus increases and expansion of the senior management team. Legal and consultancy fees increased by $367, or 720%, as a result of increased auditing, accounting, and tax expenses. We incurred non-recurring expense of $506 in 2021 consisting of accounting and legal fees related to the offering. We incurred share-based payments expense of $672 in 2021 related to stock options and warrants, including $648 related to the liability classified warrant.
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The majority of our general and administrative expenses during the three months ended March 31, 2020 and 2021 were denominated in EUR. On a constant currency basis, general and administrative expenses increased $1,589, or 134%, for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.
Financial Items
For the three months ended March 31, 2020, finance expense in the aggregate of $587 is comprised of interest expense of $463 on our senior secured bonds fully redeemed in December 2020, or the 2021 Bonds, $61 related to the repurchase of warrants, $44 of interest expense on lease liabilities, $10 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and $9 of other finance expenses related to the senior secured bond.
For the three months ended March 31, 2021, finance expense in the aggregate of $237 is comprised of interest expense of $124 on our term loan, $49 of interest expense on lease liabilities, $39 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency and $25 of other finance expenses.
The decrease in finance expense of $350, or 60%, for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020, was driven by the redemption of the 2021 Bonds, which resulted in a decrease in interest on borrowings of $339 and a decrease of $61 related to the repurchase of warrants, which were offset by increases of $29 in losses on the translation of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, $16 in other finance costs and $5 in interest expense on lease liabilities.
We experienced a decrease of $128, or 45%, in finance income from $286 for the three months ended March 31, 2020 to $158 in the three months ended March 31, 2021. Finance income is mainly comprised of translation gains on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency.
Gains attributable to financial liabilities at fair value through profit and loss comprised of movement in the fair value of the 2021 Bonds of $4,999, as determined by market quoted prices for the three months ended March 31, 2020. The 2021 Bonds were fully redeemed as of December 31, 2020.
Taxation
We are subject to income taxes in Malta, Ireland and the U.S. Tax charges amounted to $51 and $666 for the three months ended March 31, 2020 and 2021, respectively. For the three months ended March 31, 2021, $66 of our income tax charge related to movements in deferred taxes. Deferred taxes relate to the difference between the accounting and tax base of transferred intangible assets and carried forward tax losses. As of March 31, 2021, we had unutilized capital allowances of $73,761 related to intangible assets and cumulative carried forward tax losses of $24,389.
Liquidity and Capital Resources
Our principal sources of liquidity have been cash generated from operations, equity investments by third parties and borrowings. As of December 31, 2019 and 2020, our cash deposited in banks was $6,992 and $8,225, respectively, primarily in accounts with banks in Sweden, Ireland, and the U.S., which have credit ratings (long term, as assessed by Moody’s) of Aa2, A2 and A2, respectively. As of March 31, 2021, our cash deposited in banks was $14,035, primarily in accounts with banks in Sweden, Ireland, and the U.S., which have credit ratings (long term, as assessed by Moody’s) of Aa2, A2 and A2, respectively. Historically, our fundraising efforts generally related to the expansion of our business through acquisitions and continued development of our platform.
On October 22, 2018, we issued the 2021 Bonds. Of the total principal amount, $17,665 was sold to investors at par, and the remaining $560 was purchased by us and initially held in treasury and was sold to investors in May 2019. The 2021 Bonds had a fixed interest rate of 10.5% paid semi-annually on April 22 and October 22. The 2021 Bonds were listed on Nasdaq Stockholm on December 4, 2018. The 2021 Bonds were secured by our shares in material subsidiaries and intergroup loans. The 2021 Bonds included a voluntary early redemption embedded call option that allowed us to redeem the 2021 Bonds starting April 22, 2020. The redemption price included a
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premium, which varied from 1.05% up to 5.25% depending on the period when the embedded call option was exercised by us. As of December 31, 2019, we had $17,974 of the 2021 Bonds outstanding carried at fair value of $18,611 of which $18,242 was non-current and $369 was current.
Through October 2019 we made redemption payments for Notes of $4,480 of which $1,541 related to payments for Notes that had been redeemed in 2018 and $2,939 related to redemption on maturity of all remaining outstanding convertible Notes issued in 2017.
On October 18, 2019, we closed an agreement with Edison Partners IX, LP, or Edison Partners, for a growth equity investment of $15,500, of which $6,975 was new equity and warrants. Subsequently, we secured an additional $500 equity investment from a third party in the beginning of 2020.
Through March 2020, we repurchased on the open market 2021 Bonds with a nominal amount (including accrued interest) of EUR 4,364 (USD 4,975 for the year ended December 31, 2020 and USD 4,812 for the three months ended March 31, 2020), in exchange for a cash payment of EUR 3,123 (USD 3,567 for the year ended December 31, 2020 and USD 3,444 for the three months ended March 31, 2020). The repurchased 2021 Bonds were initially held in treasury and subsequently cancelled.
During the second quarter of 2020, we received a $180 loan from an unsecured bank loan in the U.S. in connection with the COVID-19 paycheck protection program, or the PPP loan, as part of the CARES Act. The loan is repayable in monthly instalments from April 2021 to May 2022, bears interest at 1% per annum and could be forgiven to the extent proceeds of the loan are used for eligible expenditures, such as payroll and other expenses described in the CARES Act. As the Group reasonably believes that it will meet the terms for forgiveness, the loan is accounted for as a grant related to income and initially recognized as a deferred income liability. Subsequent to initial recognition, the Company reduced the liability, with the offset presented as a reduction of the related expense (i.e., payroll related costs) during the year ended December 31, 2020.
On December 7, 2020, in lieu of the exercise of warrants issued in 2019, we closed a share subscription agreement with Charles Gillespie, Kevin McCrystle, Mark Blandford, Edison Partners, and other parties thereto for a growth equity investment of $3,000 in new equity.
In December 2020, we and an investor entered into a $6,000 two-year term loan carrying interest at 8%, or the term loan. The term loan is secured by shares in our subsidiaries.
On December 29, 2020, we fully redeemed the remaining 2021 Bonds at 103.15% plus accrued interest which totaled $14,050.
We estimate based on cash on hand, cash generated from operations and proceeds from additional financings, that we will have adequate liquidity to fund operations for at least twelve months from the issuance date of our consolidated financial statements.
Working Capital
Our working capital is mainly comprised of cash and cash equivalents, trade and other receivables and trade and other payables. Our working capital increased $3,051, or 44% from December 31, 2019 to December 31, 2020. As of December 31, 2019, our working capital equaled $7,008 comprising of cash and cash equivalents of $6,992 and trade and other receivables of $2,367 less trade and other payables of $1,181, borrowings and accrued interest of $369, lease liability of $393 and income tax payable of $408. As of December 31, 2020, our working capital equaled $10,059 comprising of cash and cash equivalents of $8,225 and trade and other receivables of $5,506 less trade and other payables of $2,428, borrowings and accrued interest of $23, lease liability of $413 and income tax payable of $808. Our working capital increased $4,514, or 45%, from December 31, 2020 to March 31, 2021. As of March 31, 2021, our working capital equaled $14,573 comprising of cash and cash equivalents of $14,035 and trade and other receivables of $6,390 less trade and other payables of $4,098 borrowings and accrued interest of $2, lease liability of $396 and income tax payable of $1,356. Our trade and other receivables are amounts due from customers for services performed in the ordinary course of business. Such balances are typically classified as current. Our trade and other payables are obligations to pay for services that have been acquired in the ordinary course of business from suppliers. We believe that our current working capital is sufficient to support our operations for the next twelve months.
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Cash Flow Analysis
The following table summarizes our cash flows for the period indicated:
| YEAR ENDED DECEMBER 31, |
THREE MONTHS ENDED MARCH 31, |
|||||||||||||||
| 2019 | 2020 | 2020 | 2021 | |||||||||||||
| (Unaudited) | ||||||||||||||||
| (in thousands, USD) | ||||||||||||||||
| Cash flows generated by operating activities |
$ | 4,004 | $ | 10,894 | $ | 229 | $ | 6,740 | ||||||||
| Cash flows used in investing activities |
(1,721 | ) | (90 | ) | (17 | ) | (343 | ) | ||||||||
| Cash flows generated by (used in) financing activities |
316 | (10,201 | ) | (3,123 | ) | (215 | ) | |||||||||
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| Net movement in cash and cash equivalents |
$ | 2,599 | $ | 603 | $ | (2,911 | ) | $ | 6,182 | |||||||
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Cash Flows Generated by Operating Activities
Cash flow from operating activities in 2019 and 2020 was primarily attributable to cash from operations due to strong cash conversion and amounted to $3,826 and $13,318 and $178 and ($2,424) from changes in working capital, respectively.
Cash flows generated by operating activities increased $6,890 or 172%, from a $4,004 net inflow during the year ended December 31, 2019 to a $10,894 net inflow for the year ended December 31, 2020. The increase in net cash provided by operating activities is the result of an increase in income before tax of $11,781 due to organic growth in the business as described above. The increase was offset by changes in non-cash add backs, adjustments to income before tax and changes in operating assets and liabilities as follows: (i) net finance costs decreased from $2,335 to $1,796 due to decreased interest expense on our 2021 Bonds, (ii) financial instruments valuation gains increased $1,511 due to fair value movement on our 2021 Bonds, (iii) share option charges increased $315, (iv) income tax payments increased $549 and (v) working capital changes decreased by $2,602 reflecting increased trade and other receivables balances for 2020 compared to 2019. The increase in trade and other receivables is the result of increased revenue from 2019 to 2020, resulting in larger receivable balances as of December 31, 2020.
Cash flow from operating activities for the three months ended March 31, 2020 and 2021 was primarily attributable to cash from operations due to increased revenue growth and amounted to $766 and $6,751 and ($537) and ($11) from changes in working capital, respectively.
Cash flows generated by operating activities increased $6,511 or 2,843%, from a $229 net inflow during the three months ended March 31, 2020 to a $6,740 net inflow for the three months ended March 31, 2021. The increase in net cash provided by operating activities is the result of an increase in income before tax of $348 due to organic growth in the business as well as the following changes in non-cash add backs adjustments to income before tax and changes in operating assets and liabilities: (i) net finance costs decreased from $301 to $79 due to decreased interest expense, (ii) financial instruments valuation gains decreased $4,999 due to redemption of the 2021 Bonds in 2020, (iii) share option charges increased $818 and (iv) working capital changes increased by $526 reflecting increased trade and other receivables as a result of increased revenue for the three months ended March 31, 2021 as compared to March 31, 2020.
Cash Flows Used in Investing Activities
Cash flows used in investing activities decreased $1,631, or 95%, from a $1,721 net outflow during the year ended December 31, 2019 to a $90 net outflow during the year ended December 31, 2020. The decrease is the result of a final cash payment made in 2019 for mobile apps acquired in 2018 of $1,526 and decreases in the purchase of computers, software and office equipment.
Cash flows used in investing activities increased $326, or 1,918%, from a $17 net outflow during the three months ended March 31, 2020 to a $343 net outflow during the three months ended March 31, 2021. The increase is the result of capitalized software development costs of $313 and increases in the purchase of computers, software and office equipment of $13.
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Cash Flows Generated by (Used in) Financing Activities
Cash flows generated by financing activities in 2019 was the result of the issue of ordinary shares and warrants, net of equity issue costs, of $6,822, repayments of Notes of $4,480, scheduled interest payments of $2,246, interest received of $24, and proceeds received from the sale of 2021 Bonds held in treasury of $560. Rent payments for long term leases of $364 are presented as part of financing cash flows as a result of application of IFRS 16 and comprised of principal paid of $175 and interest paid of $189. Cash flows used in financing activities in 2020 was the result of the issue of ordinary shares and warrants, net of equity issue costs, of $3,428, proceeds from the issuance of financial instruments, net of issuance costs, of $5,911, repayments of Notes of $17,352, repurchases of warrants of $133, and scheduled interest payments of $1,656. Rent payments for long term leases of $399 are presented as part of financing cash flows and comprised of principal paid of $198 and interest paid of $201.
Cash flows generated by financing activities decreased $10,517, or 3,328%, from a net inflow of $316 during the year ended December 31, 2019 to a net outflow of $10,201 during the year ended December 31, 2020. The decrease was primarily related to the repurchases and redemption of our 2021 Bonds in 2020 of $17,352 and interest payments for our 2021 Bonds of $1,656 and offset by $3,428 from the issue of ordinary shares and share warrants and $5,911 from the issuance of the term loan, net of issuance costs.
Cash flows used in financing activities for the three months ended March 31, 2020 was the result of the issue of ordinary share warrants, net of equity issue costs, of $470, repayments of Notes of $3,444 and repurchases of warrants of $61. Rent payments for long term leases of $88 are presented as part of financing cash flows as a result of application of IFRS 16 and comprised of principal paid of $39 and interest paid of $49. Cash flows used in financing activities for the three months ended March 31, 2021 was the result of scheduled interest payments of $120 and rent payments for long term leases of $95, comprised of principal paid of $46 and interest paid of $49.
Cash flows used in financing activities decreased $2,908, or 93%, from a net outflow of $3,123 during the three months ended March 31, 2020 to a net outflow of $215 during the three months ended March 31, 2021. The decrease was primarily related to the repurchases of our 2021 bonds in 2020 of $3,444 offset by $470 from the issue of ordinary shares and share warrants, net of issuance costs.
Capital Expenditures
Our capital expenditures in 2019 consisted of a final cash payment for mobile apps acquired in 2018 of $1,526 as well as computer, software and office equipment purchases of $195. Our capital expenditures in 2020 consisted of computer, software and office equipment purchases of $90.
Our capital expenditures for the three months ended March 31, 2020 consisted of computer, software and office equipment purchases of $17. Our capital expenditures for the three months ended March 31, 2021 consisted of capitalized software development costs of $313 as well as computer, software and office equipment purchases of $30.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements during the years ended December 31, 2019 and 2020 or the three months ended March 31, 2020 and 2021.
Quantitative and Qualitative Disclosures about Market Risk
Our operations are exposed to a variety of financial risks: market and currency risk, interest rate risk, contractual risk, credit risk and liquidity risk. Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance.
Risk management is carried out by management under policies approved by our board. Management identifies and evaluates financial risks in close co-operation with our operating segment. Our board of directors provides principles for overall risk management, as well as policies covering specific areas, such as interest rate risk, non-derivative financial instruments and investment of excess liquidity.
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In common with all other businesses, we are exposed to risks that arise from our use of financial instruments. Further quantitative information in respect of these risks is presented throughout our consolidated financial statements.
Market and Currency Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.
We have exposure to foreign currency risk. Sales invoicing to customers is primarily in U.K. Pounds Sterling and Euro, and the majority of outgoing payments are in Euro and U.S. dollar payments. The 2021 Bonds were denominated in Euro and the term loan is denominated in U.S. dollar. Our cash balances are primarily in Euro, U.K. Pounds Sterling and U.S. dollar.
Our board of directors carefully monitors exchange rate fluctuations and reviews their impact on our net assets and position. Exchange rates are negotiated with our main provider of banking services as and when needed. We do not enter into any derivative financial instruments to manage our exposure to foreign currency risk.
The carrying amount of our foreign currency denominated monetary assets and monetary liabilities and details of the exposure as at December 31, 2019 and 2020 are shown in Note 3 to our consolidated financial statements.
Transaction exposure relates to business transactions denominated in foreign currency required by operations (purchasing and selling) and/or financing (interest and amortization). Translation exposure relates to net investments in foreign operations.
We have continued to see significant macro-economic uncertainty as a result of COVID-19. The scale and duration of this development remains uncertain and could impact our earnings and cash flow. As part of our risk management process, we are closely monitoring the situation, including factors as outlined in Note 3 to the consolidated financial statements as it relates to the Company’s ability to continue as a going concern.
Transaction Exposure Sensitivity
In most cases, our customers are billed in their respective local currency. Major payments, such as salaries, consultancy fees, and rental fees are settled in local currencies.
The table below shows the immediate impact on net income before tax of a 10% strengthening in the closing exchange rate of significant currencies to which we had exposure for the years ended December 31, 2019 and 2020 and three months ended March 31, 2020 and 2021. The impact on net income or loss is due primarily to monetary assets and liabilities in a transactional currency other than the functional currency of the entity. The sensitivity associated with a 10% weakening of a particular currency would be equal and opposite. This assumes that each currency moves in isolation.
| INCREASE/(DECREASE) IN NET INCOME BEFORE TAX (IN THOUSANDS): |
USD | GBP | ||||||
| December 31, 2019 |
628 | 120 | ||||||
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| December 31, 2020 |
175 | 262 | ||||||
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| March 31, 2020
|
251 | 107 | ||||||
| March 31, 2021
|
345 | 610 | ||||||
Interest Rate Risk
We have minimal exposure to interest rate risk. We are exposed to interest rate risk on some of our financial assets (being its cash at bank balances). The board of directors currently believe that interest rate risk is at an acceptable level.
The 2021 Bonds had a fixed interest rate of 10.5% and therefore were not exposed to fluctuations in interest rates. The term loan and the PPP loan have fixed interest rates of 8% and 1%, respectively.
Due to our minimal exposure to interest rate risk, we have not prepared any sensitivity analysis.
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Contractual Risk
In the ordinary course of business, we contract with various parties. These contracts may include performance obligations, indemnities and contractual commitments. Management monitors our performance and any relevant counterparties against such contractual conditions to mitigate the risk of material, adverse non-compliance.
Credit Risk
Credit risk is the financial loss if a customer or counterparty to financial instruments fails to meet its contractual obligation. Credit risk arises from our cash and cash equivalents and trade and other balances. The concentration of our credit risk is considered by counterparty, geography and currency. We give careful consideration to which organizations we use for our banking services in order to minimize credit risk.
We use forward-looking information in our analysis of expected credit losses for all instruments, which is limited to the carry value of cash and cash equivalents and trade and other balances. Our management considers the above measures to be sufficient to control the credit risk exposure.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. This risk relates to our prudent liquidity risk management and implies maintaining sufficient cash. Ultimate responsibility for liquidity risk management rests with our board of directors. Our board of directors manages liquidity risk by regularly reviewing our cash requirements by reference to short-term cash flow forecasts and medium-term working capital projections prepared by management.
During the year ended December 31, 2020, the Group repurchased and redeemed all of the outstanding senior secured bonds.
The table below summarizes the maturity profile of our contractual obligations as at December 31, 2020 (in thousands USD):
| LESS THAN 1 YEAR |
1-3 YEARS | 3-5 YEARS | MORE THAN 5 YEARS |
TOTAL | ||||||||||||||||
| Term loan |
480 | 6,480 | — | — | 6,960 | |||||||||||||||
| Lease liabilities |
413 | 389 | 1,167 | 778 | 2,747 | |||||||||||||||
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| Total as at December 31, 2020: |
893 | 6,869 | 1,167 | 778 | 9,707 | |||||||||||||||
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Capital Risk
Our capital structure is comprised entirely of shareholders’ equity, including share capital, share premium and accumulated deficits.
Our objective when managing capital is to maintain adequate financial flexibility to preserve our ability to meet financial obligations, both current and long term. Our capital structure is managed and adjusted to reflect changes in economic conditions.
We fund our expenditures on commitments from existing cash and cash equivalent balances.
Financing decisions are made by our board of directors based on forecasts of the expected timing and level of capital and operating expenditure required to meet our commitments and development plans.
Internal Control over Financial Reporting
We identified material weaknesses in our internal control environment over financial reporting as of December 31,
2019, 2020 and at March 31, 2021. These control deficiencies could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial results that would not be prevented or detected. The material weaknesses related to (i) our lack of a sufficient number of personnel with an appropriate level of knowledge and experience in the application of IFRS, commensurate with our financial reporting requirements and (ii) the fact that policies and procedures with respect to the review, supervision and monitoring of
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our accounting and reporting functions were either not designed and in place or not operating effectively. As a result, numerous adjustments to our consolidated financial statements were identified and made during the course of our audits.
We have initiated a number of steps designed to assist us in remediating the material weaknesses including: (i) adopting a more rigorous period-end review process for financial reporting; (ii) adopting improved period close processes and accounting processes; (iii) implementing a new ERP platform; and (iv) adding additional resources with sufficient accounting knowledge. While we have designed and are implementing new controls to remediate these material weaknesses, they have not operated for a sufficient period of time to demonstrate the material weaknesses have been remediated. We cannot assure you that the measures we have taken to date will be sufficient to remediate the material weaknesses we identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that this control deficiency or others could result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in conformity with IFRS. The preparation of these consolidated financial statements requires us to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
We review our estimates and assumptions on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements.
We believe that the following accounting policies involve the most complex judgments concerning assumptions and estimates with the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see the notes to our consolidated financial statements.
Asset Acquisitions
Between September 2016 and February 2018, we made five separate acquisitions of intellectual property consisting of domain names together with the related websites, mobile apps and content, and customer contracts. Effective January 1, 2019, we early adopted the amended definition of the business in IFRS 3 with retrospective application to prior acquisitions. As amended, IFRS 3 defines a business as an integrated set of activities and assets, which must include at a minimum an input and a substantive process that together significantly contribute to the ability to create output. Entities are also allowed to perform an optional concentration test. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar assets, the acquired integrated set does not constitute a business.
All our acquisitions satisfied the requirements of the concentration test, as substantially all of the fair value of the gross assets acquired was concentrated in the domain names together with the related websites, mobile apps, and content. The Group determined the value of the domain names is not separable from the content of the websites and apps and does not exist on its own, as potential players visit the websites and install and use the apps to research and select their desired gaming opportunities. In addition, no substantive processes were included in any of the acquisitions. When no workforce is acquired, a process is considered substantive when it is unique or scarce. We did not acquire any workforce, and promptly transitioned the acquired assets onto our technology platform, integrating
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them into our existing processes. The legacy processes underlying the acquired assets were not unique or scarce, as they were based on commercially available Internet technologies and did not incorporate any substantive know-how. We concluded that all prior acquisitions were acquisitions of assets, and that early adoption of the amended definition of the business in IFRS 3 did not have any quantifiable impact on the assessment of the acquisitions.
Indefinite Life Intangible Assets
Our acquired domain names, together with the related assets, are assigned an indefinite useful life when there is evidence based on the analysis of the applicable market trends and circumstances, management plans, expected usage and information about the ongoing cash inflows that the asset will be able to generate cash flows to us for an indefinite period. Indefinite-life intangibles are not amortized but are tested for impairment annually as of December 31. In addition, we reassess in each period the assumptions underlying the useful life of indefinite-life intangible assets and assigns such assets a finite life if indicated by changes in the applicable facts and circumstances. Finite-life domain names and the related assets are amortized using the straight-line method over the estimated period during which they are expected to continue to generate cash flows for us.
During the year ended December 31, 2019 and 2020, we had three domain name intangibles with indefinite useful life and the aggregate carrying value of USD 18,434 and USD 20,270, respectively. We also had one finite-life mobile apps intangible asset, which was amortized over its useful life of 48 months and had a carrying value of USD 4,838 and USD 3,273 at December 31, 2019 and 2020, respectively. At December 31, 2019 and 2020, we concluded that no changes to the useful lives of these assets were necessary.
During the three months ended March 31, 2021, we had three domain name intangibles with indefinite useful life and the aggregate carrying value of USD 19,366. We also had one finite-life mobile apps intangible asset, which was amortized over its useful life of 48 months and had a carrying value of USD 2,676 at March 31, 2021. At March 31, 2021 we concluded that no changes to the useful lives of these assets were necessary.
Intangible assets with an indefinite useful life are tested for impairment annually at December 31. For the purposes of impairment assessment, assets are grouped at the lowest level which generates cash inflows that are largely independent of the cash inflows of the remaining assets (cash-generating units). Substantially all of our cash inflows are generated through the use of our technology platform and processes which are monetized via various informational portals that include domain names, websites and mobile apps. Accordingly, we determined that we have one cash-generating unit that includes all of our intangibles, property and equipment, and right of use assets.
As of December 31, 2019 and 2020, we tested our indefinite-life intangible assets for impairment as part of our single cash generating unit. The recoverable amount of the cash-generating unit was based on the cash flow projections reflecting actual income from operations in 2019 and 2020, and projected cash flows for 2021—2029 in which an average annual rate of growth between 4% and 40% was assumed and a long-term sustainable growth rate of 3% was applied. The projected cash flows were discounted using a pre-tax discount rate of 18%. The effective tax rate was estimated at 12.5%. The methods for determining the significant inputs and assumptions are based on experience and expectations regarding market performance.
We concluded that the recoverable amount is well in excess of the assets’ carrying amount, and accordingly a sensitivity analysis in this regard is not disclosed. Consequently, we concluded no impairment charges were necessary.
When a triggering event arises, it may be necessary to test an asset for impairment at an individual asset level. This is the case when the asset’s fair value less costs to sell and value in use are both negligible. As of December 31, 2019 and 2020 and March 31, 2021, no intangible assets met the criteria to be tested at the individual asset level.
Fair Value of Financial Instruments
We entered into a senior secured bond arrangement in October 2018 with third parties. The bonds have an embedded early redemption derivative, and we elected to measure senior secured bonds at fair value through profit and loss. The fair value of the bonds is categorized as Level 1 and was determined using market quoted prices, after considering whether any adjustments may be required, for example, due to timing differences between the market transaction dates and the valuation dates. No adjustments to market quoted prices were required during the year ended December 31, 2019. During the year ended December 31, 2020, the Group repurchased and redeemed all of
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the outstanding senior secured bonds which is accounted for as an extinguishment. Therefore, the liability associated with the senior secured bonds is derecognized from the consolidated statement of financial position at December 31, 2020 and March 31, 2021.
Warrants issued with common shares are measured at fair value at the date of issue using the Black-Scholes pricing model or binominal pricing model, and incorporate certain input assumptions including the warrant price, risk-free interest rate, expected warrant life and expected share price volatility. The fair value of certain warrants is included in the share options and warrants reserve component of equity and is transferred to share capital and capital reserve on exercise. The fair value of liability-classified warrants is determined using the Black-Scholes pricing model and such warrants are marked to market at each period end.
Share-based Payments
We grant options and warrants to our employees, officers and executives with service-based vesting conditions. Management determines costs for share-based payments using market-based valuation techniques. The fair value of the equity-classified options and warrants are determined at the date of grant using the Black-Scholes option pricing model. Options generally vest at a rate of 25% on the first anniversary of the original vesting date, which is usually after the participant completes twelve months of continuous service, with the balance vesting monthly over the remaining four years. Warrants fully vest at the grant date. At December 31, 2020 and March 31, 2021, one of the warrants provides for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. This warrant is considered to be cash-settled and is liability-classified. The fair value of this warrant is determined at each financial position sheet date, with fair value recognized over the expected service period and changes recognized in profit and loss, using the Black-Scholes option pricing model. Subsequent to March 31, 2021 this warrant was reclassified as equity as, through an addendum, it was no longer considered cash-settled.
Assumptions are made and judgments are used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, risk-free interest rate, expected dividend yield, expected term, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain and changes in these assumptions affect the fair value estimates. The fair value of each grant was determined using the methods and assumptions discussed below (see “Common Stock Valuations for discussion of Management’s estimation of the fair value of common shares). We used the following inputs to determine the fair value of our share-based awards.
| ∎ | Expected Term—The expected term represents the period that our share based awards (awards, options or warrants) are expected to be outstanding. |
| ∎ | Expected Volatility—The expected volatility as estimated based on the average volatility for comparable publicly traded iGaming companies over a period equal to the expected term of the options. The comparable companies were chosen based on the similar size, stage in the life cycle, or area of specialty. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our stock price becomes available. |
| ∎ | Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the option. |
| ∎ | Dividend Yield—The expected dividend rate is zero since the Company does not have a history of paying dividends and does not expect to pay any dividends for the Common Stock in the foreseeable future. |
For the year ended December 31, 2019, we did not incur share-based compensation expense, as there were no grants of options or warrants. For the year ended December 31, 2020, we incurred share-based compensation expense related to options and warrants of $371. For the three months ended March 31, 2021, we incurred share-based compensation expense related to options and warrants of $818, including $648 related to changes in the fair value of the liability classified warrant.
Common Stock Valuations
In valuing our ordinary shares, the fair value of our business, or enterprise value, was determined using a combination of the market and income approaches based on third party valuations. We believe both approaches are relevant and meaningful given our robust Company projections, publicly traded comparable stock information
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available and the price in the most recent equity transaction. The market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business and secondary transactions of our capital stock. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial results to estimate the value of the subject company. The market approach also includes consideration of the transaction price of secondary sales of our capital stock by investors. The income approach estimates the fair value of a company based on the present value of the company’s future estimated cash flows and the residual value of the company beyond the forecast period. These future cash flows, including the cash flows beyond the forecast period for the residual value, are discounted to their present values using an appropriate discount rate, to reflect the risks inherent in the company achieving these estimated cash flows.
Our assessments of the fair value of ordinary shares for grant dates were based in part on the current available financial and operational information and the common stock value provided in the most recent valuation as compared to the timing of each grant. For financial reporting purposes, we considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.
Our assessment of the fair value of ordinary shares at March 31, 2021, used to fair value the liability classified warrant, was based on a third party valuation. Taking into consideration the very significant growth in revenue, operating profit, and free cashflow for the three months ended March 31, 2021, management significantly increased its estimates for future cash-flows resulting in a significantly increased enterprise value for the business.
For valuations after the completion of the listing of our common stock on The Nasdaq Stock Market, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of grant.
Taxation
Deferred tax assets are recognized to the extent that it is probable future taxable profits will be available against which the temporary differences can be utilized. The key area of judgement is therefore an assessment of whether it is probable that there will be suitable taxable profits against which any deferred tax assets can be utilized. The deferred tax asset recognized as of December 31, 2020 was based on management’s performance projections for 2021 – 2025. The deferred tax asset recognized as of March 31, 2021 was based on management’s performance projections for 2021 – 2026. We operate in a number of international tax jurisdictions. Judgement is required in respect of the interpretation of state, federal and international tax law and practices as e-commerce and tax continues to evolve. We file our tax returns and duty calculations and estimate our tax provisions based on current tax rules and practices and our transfer pricing policy, together with advice received from professional advisors and believe that our accruals for tax liabilities are adequate.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized, or the liability is settled based upon tax rates that have been enacted or substantively enacted by the Consolidated Statement of Financial Position date. Deferred tax is charged or credited in the Consolidated Statement of Comprehensive (Loss) and Income.
The carrying amount of deferred tax assets is reviewed at each Consolidated Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is measured using tax rates that have been enacted or substantially enacted by the Consolidated Statement of Financial Position date and are expected to apply when the related deferred tax asset or liability is realized or settled.
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Recently Issued Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted
See “Note 3. Summary of Significant Accounting Policies - New and Amended Standards Adopted by the Group in 2021 and Standards Issued but Not Yet Effective” within the Notes to the Condensed Consolidated Financial Statements for a listing of recently issued standards as of March 31, 2021.
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The Online Gambling Industry
According to the H2 Global Report, the global online gambling market size (locally regulated and offshore) was estimated to be $65 billion in 2019, growing from $41 billion in 2015. According to the same report, the market is expected to further grow to $113 billion by 2025, with a CAGR of 10% from 2019 to 2025. The market’s increasing scale stems from a variety of distinct drivers including an increasing acceptance of online gambling as a mainstream leisure activity, the emergence of regulated markets and improved product experiences enabled by advancing technology. Despite the significant overall growth of online gambling, the development of the industry within different markets varies. Growth rates in recently regulated markets, such as the North America, are higher than relatively mature markets like the U.K.
Transition to Online Gambling from Traditional Land-Based Gambling
According to the H2 Global Report, as of September 2020, the global land-based gambling market has also seen exceptional growth, from a market size of $330 billion in 2009 to $414 billion in 2019. This growth and outright market size highlight the strong consumer demand for gambling in general. As technology enables easier access, online gambling is increasingly accessible to players outside of traditional land-based settings. Gambling has transitioned to online platforms just like other large consumer industries such as music, movies and newspapers. Some forms of gambling, such as poker, betting on sports and buying lottery tickets, are natively more at home on computers and mobile devices due to their transactional nature. We believe poker and lottery players as well as sports bettors are better served by well-designed mobile apps than retail outlets. Even casino games have made an elegant digital transition with online slots driving more revenue than any other online segment when available, just as they do in a land-based gambling environment. Globally, the online gambling industry has primarily developed in Europe, led by the U.K. which formally regulated online gambling with the 2005 Gambling Act. Online gambling in the U.S. is significantly underdeveloped compared to other OECD economies. The attention of the global online gambling industry has increasingly turned to the U.S. since 2018, when a Supreme Court decision unblocked the ability of individual states to regulate sports betting within their jurisdictions.
In addition to the long-term secular trend towards online gambling at the expense of land-based gambling, the COVID-19 pandemic has forced an acceleration of digital technology adoption and online experiences broadly. Land-based casinos in some of the world’s largest gambling markets have been closed by public health measures, leaving consumers seeking a substitute product. Although land-based casinos and other physical gambling facilities are likely to reopen as public health measures ease, we believe the exposure to online gambling has led to sustained significant customer base growth and increased awareness.
Increased Internet Penetration and Faster Mobile Technology
Access to the Internet has increased substantially in emerging markets while transfer speeds have continued to grow in developed markets. Meanwhile, consumers are more comfortable with online payments thanks to an increasing number of payment options and online wallets. Smartphone development has improved at high speed giving many users high quality Internet access via relatively inexpensive devices. According to a September 2020 report by Analytics Insight, four billion people around the world currently use smartphones.
According to a February 2020 U.K. Gambling Commission report, the most popular device used to access online gambling in 2019 was mobile phones, increasing 6% from the year before, as opposed to the use of desktop and laptop computers which declined by 6%. Online gambling operators invest heavily in their mobile applications to have a best-in-class mobile user experience. The proliferation of high-quality Internet access and inexpensive, powerful smartphones bodes well for the overall development of all digital commerce, including online gambling.
Regulation of Online Gambling
As the global online gambling market grows, many countries around the world are reviewing their regulatory systems for both land-based and online gambling in the context of a new, digital world. Many jurisdictions do not have dedicated legislation or regulatory frameworks to address online gambling and thus the industry operates within a legal gray zone. As jurisdictions implement online gambling regulations for the first time or incrementally expand existing regulation, both established and start-up online gambling operators move swiftly to apply for licenses and enter these new markets. Policymakers are incentivized by the prospects of raising more tax revenue but an even
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more compelling reason to regulate is to protect local consumers by ensuring only suitable online gambling operators gain market access. As many jurisdictions face budget shortfalls from the ongoing COVID-19 pandemic, new sources of tax revenue are increasingly attractive. Online gambling, in particular, is an appropriate source as it can be pursued while respecting social distancing and public health guidelines. A gradual but consistent pace of regulation over the past 15 years has seen over 80% of OECD member countries now locally regulate some form of online gambling.
The U.S. Online Gambling Industry
Gambling has been a popular activity in the U.S. for decades, with the land-based gambling market reaching a size of $116 billion in 2019, contributing 28% to the global market, according to the H2 Global Report. We believe that the significant, established consumer demand for land-based gambling in the U.S. bodes well for online gambling. According to the same report, despite minimal regulation until 2018, the U.S. online gambling market was already the fourth largest in the world by 2019 (excluding offshore). The U.S. online gambling market is expected to grow to $16 billion by 2025, with a CAGR of 39% from 2019 to 2025.
In the past, OECD peer countries that have legalized online gambling saw the online gambling as a percentage of total gambling in the country overtake the percentage of land-based gambling as players came online. According to the H2 Global Report, in 2019, online gambling made up 33% of the total gambling market in Ireland, 45% of the total gambling market in the U.K., and 59% of the total gambling market in Sweden. According to the H2 Global Report, in the U.S., only 2% of total gambling was online in 2019, suggesting an immense potential for the market at maturity if the percentage of online gambling follows similar proportional trends of other mature OECD markets such as the United Kingdom. H2 Gambling Capital reports that the U.K. online gambling market represented only 4% of the total gambling market in 2003 before growing to 45% in 2019 and estimates the market will grow to 58% by 2025. According to H2 Gambling Capital, in 2019, the U.K. was the world’s largest iGaming market (excluding offshore). The European online gambling market represented 2% of the total gambling market in 2003, 26% in 2019 and is estimated to grow to 33% in 2025. In comparison, U.S. online gambling represented less than 1% of total gambling in 2003, only 2% in 2019, and is estimated to reach 10% by 2025. We believe that the U.K.’s strong growth serves as a proxy for the U.S. market’s potential.
Most jurisdictions that regulate online gambling have a national regulatory regime. Unlike these jurisdictions, gambling in the U.S. is regulated by state. Regulatory development of land-based gambling in the U.S. has taken decades to get to its current level. New Jersey legalized gambling in 1976, becoming the second state behind Nevada. By 1990, just seven states in the U.S. offered commercial casinos, and by 2011, thirty-eight states offered
casinos of some form (tribal or commercial). By 2020, forty states were home to some form of legal land-based
casino (tribal or commercial), illustrating the significant time it took to develop the $100 billion plus
market that it is today.
In contrast, online gambling has developed with a much faster regulatory pace. The PASPA prohibited certain states from authorizing sports betting activities at the local level. Since the U.S. Supreme Court invalidated the PASPA in May of 2018, state legislators have been rushing to enact legislation for sports betting as well as iGaming. By the end of 2018, nine states had legalized either online or retail sports betting. As of April 2021, four states have legalized both iGaming and online sports betting, 18 states (including the District of Columbia) have legalized online sports betting, and one additional state has legalized iGaming. In less than three years, online gambling regulation has covered the same ground that took land-based gambling decades. The New Jersey Division of Gaming Enforcement reported in December 2020 that New Jersey, the first state to launch sports betting after the PASPA, generated $972 million of gross gaming revenue during 2020, highlighting how quickly new states can grow once regulated. We expect more and more states to continue to recognize the opportunity to regulate and are hopeful that the pace of regulation will not slow until an overwhelming majority of Americans have access to legal online gambling services.
Additionally, during the COVID-19 pandemic, state tax revenue from land-based gaming has decreased due to public health measures which have seen many gambling establishments closed. Regulation of online gambling gives states dependent on tax revenue from land-based gaming a more diverse tax base to cope with any future disruptions. The map below illustrates the current state of U.S. regulation of online gambling as of April 2021.
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When a new state permits online gambling, new market potential is unlocked. According to the H2 Global Report, with the increased legalization of states and growing popularity of online gambling, the U.S. online gambling market (excluding offshore) is expected to grow to at least $15 billion by 2025 at a compound annual growth rate 39.4% for the period 2019 to 2025, the highest rate of any country over the same period as shown in the first chart below. We estimate that the overall market could grow to $69 billion if 100% of U.S. states were to legalize iGaming and online sports betting, and estimate the market will be approximately $30 billion at maturity, assuming 65% of the legal U.S. population will have access to legal online sports betting, and 30% will have access to legal iGaming. The second chart below illustrates the estimate of U.S. online gambling market at maturity.
We believe that this growth potential makes the U.S. one of the most desired expansion targets for online gambling operators. As states legalize online gambling, online gambling operators must obtain licenses to conduct online business within each state—which can be costly. We believe that these online gambling operators are likely to make additional investments in marketing and advertising to justify and amortize the initial entry cost of market access. As a result, we believe this creates significant demand for marketing channels which almost always includes an online gambling affiliate strategy.
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The Online Gambling Affiliates Industry
Online gambling operators invest a significant portion of their revenue in marketing their brands to attract new online gamblers. We estimate that approximately 45% of online gambling operator revenue will be spent on marketing each year as operators seek to establish their brands based on the historical marketing spend of DraftKings, Rush Street Interactive and Golden Nugget Online Gaming. In many cases, the services offered by online gambling operators are similar or even identical as they are powered behind the scenes by the same slate of third party B2B service providers such as Evolution Gaming and Net Entertainment. This leaves many online gambling operators, particularly smaller ones, with few options to diversify their actual services. With most operational activities outsourced to these vendors, online gambling operators focus more heavily on marketing and advertising to drive new user acquisition. In addition to online and offline marketing channels, online gambling operators engage online gambling affiliates as their marketing partners. Online gambling affiliates direct traffic to the online gambling operator’s websites and mobile apps through a variety of channels, primarily via their informational websites that publish news, odds and an abundance of product information for consumers to compare the various options available in the marketplace. Online gambling affiliates have been an important fixture of the online gambling industry since its inception in 1996. Historically, online gambling affiliates were responsible for 40% of iGaming revenues, according to a May 2018 Kepler Cheuvreux report.
As the number of online gambling operators increases, the demand for marketing services grows as each online gambling operator strives to capture larger market share. As a source of new customers, online gambling affiliates often form the basis of many online gambling operators’ marketing strategies. Online gambling affiliates benefit from the mismatch between insatiable demand for traffic from online gambling operators and a finite inventory of highly targeted, high intent traffic available at any given time. For online gambling operators, acquiring traffic from an online gambling affiliate is a zero-sum game, e.g., if they do not purchase the traffic, the traffic will instead be sold to one of their competitors. In turn, these factors give online gambling affiliates with high-quality traffic substantial pricing power. Compensation paid to online gambling affiliates by the online gambling operators is almost universally done on a performance basis—the value that the online gambling affiliate creates for their operating partners. Commonly used commercial models include an ongoing share of the NGR produced by each player referred by the online gambling affiliate (in most cases for the lifetime of the player) known as the revenue share model, or a single cash payment per NDC referred by the affiliate (subject to certain conditions) known as the CPA model. Increasingly deals are struck with elements of both CPA and revenue share models, known as the hybrid model.
Online gambling operators tend to favor the online gambling affiliate channel as an attractive low-to-no risk investment for their marketing budget. With online gambling affiliate model, the online gambling operator takes minimal risk in terms of their investment in the online gambling affiliate channel. Even better, the online gambling operator does not need to pay out of pocket to the online gambling affiliates until the online gambling operators have already received funds from the referred players. The excellent risk and return profile and positive cash-flow dynamics have made the online gambling affiliate channel an enduring and prominent part of the online gambling industry.
Online consumers researching new products and services typically rely on search engines to begin their consumer journey. The online gambling industry is no different. Consumers use a myriad of different queries to search for online gambling content. Many of these consumers originating from search engines are actively searching for their next online gambling destination. Other consumers may, for example, simply be checking up on their favorite sports team. Understanding users’ search intent and effectively working with search engines is key to success in the online gambling affiliate industry. Online gambling affiliates acquire traffic from search engines in one of two ways:
From clicks on organic search engine rankings. These rankings form the basis of most search engines’ results pages. Organic search rankings are achieved and maintained via SEO. Efficient SEO requires investment in high quality content, user-friendly website design, website speed and public relations among other things but does not involve paying the search engines directly.
From clicks on paid advertisements located on the search engines’ results pages. Advertisers directly pay the search engines on a pay-per-click, or PPC, basis for such traffic and may otherwise invest in their websites to efficiently handle the acquired traffic.
Online gambling affiliates tend to be smaller, nimbler and exclusively focused on the digital marketing of their products compared to their online gambling operator customers. For these reasons, online gambling affiliates have historically managed to compete with and sometimes outflank the online gambling operators in obtaining many of
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the most desirable organic search rankings for the most valuable search queries. Online gambling affiliates also go toe to toe with online gambling operators in terms of acquiring traffic directly via PPC. Online gambling affiliates have historically succeeded with either SEO or PPC, but not both.
As a market develops, the volume of gambling related searches increases dramatically as awareness of the industry and its services grows. Consumer search patterns also begin to shift as their searches grow more specific and consumers gain more familiarity with the nature of the online gambling market available to them. At the onset of a new market, customers seek basic information about the launch of the market and do not hesitate to try the first product offered to them. As the market further develops, consumers become aware that the marketplace offers a variety of options. More informed consumers then begin to search for product or vertical specific queries which are best fielded by online gambling affiliate websites showcasing a variety of products. For example, a consumer searching for ‘online sportsbook’ will likely be satisfied by locating any single online sportsbook service. As a market moves past its initial stage of basic search parameters, the same consumer may instead search for more detailed queries such as ‘best online sportsbooks’ which represents a fundamentally different search intent. It is at this stage of the market, where consumers start to open and maintain several distinct accounts at online gambling companies, where the online gambling affiliate model’s value proposition really starts to shine.
Historically, online gambling affiliates were responsible for 40% of iGaming revenues, according to a May 2018 Kepler Cheuvreux report. According to U.K. Gambling Commission survey data for the year 2020, the average online gambler in the U.K. maintained 3.2 accounts. The propensity for some users to maintain a significant number of accounts is a great opportunity for online gambling affiliates. Sports bettors and poker players tend to play for longer than iGaming consumers and therefore may, over time, represent higher value per NDC. While there are a number of unique aspects to the U.S. online gambling market, we largely expect the U.S. market to adopt the same features and characteristics of the more mature online gambling markets outside the U.S. which have existed for decades.
Despite a boom in acquisitions of online gambling affiliate businesses from 2015 to 2018 leading to meaningful consolidation, the sector remains highly fragmented. The largest online gambling affiliates only hold a small share of the global online gambling affiliate market. Across all markets, we do not believe that even the largest online gambling affiliate has more than a 5% share globally, based on 2020 revenue for three market leading operators (Better Collective, Catena Media, and us) as a percentage of estimated global affiliate market size in 2020. Our largest competitors include Better Collective and Catena Media, both of which are publicly traded on the Nasdaq Stockholm market.
Online gambling operators prioritize the online gambling affiliate channel to varying degrees based on their go-to-market strategy. While an online gambling operator’s reliance on the online gambling affiliate channel varies, virtually all online gambling operators will maintain an active online gambling affiliate program.
Having endured over 20 years of seismic changes in the landscape of the Internet, from the social media revolution to the smartphone era, the online gambling affiliate model has not only survived but thrived. Ultimately, consumers are attracted by a “deal,” and comparison shopping creates value for consumers at no cost. We see the online gambling affiliate model enduring well into the future.
The U.S. Online Gambling Affiliate Industry
U.S. online gambling affiliates are strongly positioned for growth with the broader U.S. market development and the maturation of the American online gambling consumer. Internationally established online gambling operators along with new U.S. specific online gambling operators are entering the U.S. market at high rates. The significant competition for market share offers online gambling affiliates a clear opportunity to help these companies establish market-leading positions. Based on applying the estimated 2023 New Jersey iGaming gross revenue per adult and online sports betting gross revenue per adult to the size of the estimated 2023 U.S. adult population, we estimate that the overall U.S. online gambling market could grow to $69 billion in the near term if all states legalize iGaming and online sports betting. iGaming is estimated to drive $43 billion of this market, while online sports betting is expected to generate the remaining $26 billion. We assume that at market maturity, 65% of the legal U.S. population will have access to legal online sports betting, and 30% will have access to legal iGaming. Applying these
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estimates to the market at 100% legalization implies online sports betting and iGaming market sizes of $17 billion and $13 billion at maturity, for a combined U.S. online gambling market size at maturity of approximately $30 billion. We estimate that approximately 45% of online gambling operator revenue will be spent on marketing each year as operators seek to establish their brands, based on the historical marketing spend of DraftKings, Rush Street Interactive and Golden Nugget Online Gaming. Of this marketing spend, we estimate that approximately 29% will be spent on affiliates, based on a February 2019 research report by Pareto Securities. This implies an online gambling affiliate market size of approximately $4 billion at maturity of the U.S. online gambling market. In the coming years, online gambling operators will define success by increasing market share, not bottom-line profits. This will require online gambling operators to invest aggressively to acquire online gamblers across the market, resulting in high demand for online gambling affiliate services. The chart below illustrates the estimated U.S. online gambling market and U.S. online gambling affiliate market size at maturity.
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Overview
We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry based on December 31, 2020 and March 31, 2021 revenue. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including Gambling.com and Bookies.com. We tailor each one of our websites to different user interests and markets within the online gambling industry by producing original content relating to the sector, such as news, odds, statistics, product reviews and product comparisons of locally available online gambling services. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert these potential online gamblers into actual paying players. In this way, we provide business-to-business, or B2B, digital marketing services to online gambling operators.
We are not a gambling company and do not offer any gambling services ourselves. We can alternatively be described as a lead generation company, an affiliate marketing company or simply an affiliate. Online gambling operators pay us to refer online gamblers to their services. In many ways, we are more akin to an online media company as our revenue is derived primarily from online marketing. We take high-value gambling industry domain names and develop them into market leaders.
We generate revenue by referring online gamblers to online gambling operators. When an online gambler visits an online gambling operator from one of our websites, registers a new account and makes a deposit, this online gambler becomes one of our referred players. Each of our referred players entitles us to remuneration pursuant to our agreements with the online gambling operator. Our agreements are primarily based on a revenue share model, a Cost Per Acquisition model (also referred to as CPA), or a combination of both.
To engage an audience of online gamblers, we own and operate 32 different websites in six languages across 13 national markets covering all aspects of the online gambling industry, which includes iGaming and sports betting. By consistently attracting online gamblers with high-quality content, we referred more than 78,000, 100,000 and approximately 35,000 players to online gambling operators in 2019, 2020 and the three months ended March 31, 2021, respectively. We have increased our customer base from 111 in 2017 to over 200 in the first quarter of 2021.
We had revenues of $11.00 million, $19.00 million, $19.27 million, $27.98 million and $11.52 million in 2017, 2018, 2019, 2020 and three months ended March 31, 2021, respectively. We achieved a revenue compound annual growth rate of 35% from the period of 2017 to 2020. We had a net loss of $1.90 million in 2019 and net income of $15.15 million and $4.47 million in 2020 and the three months ended March 31, 2021, respectively. We had an Adjusted EBITDA of $3.75 million, $14.61 million and $7.12 million in 2019, 2020 and the three months ended March 31, 2021, respectively. We had Free Cash Flow of $2.28 million, $10.80 million and $6.40 million in 2019, 2020 and the three months ended March 31, 2021, respectively. Adjusted EBITDA and Free Cash Flow are non-IFRS financial measures and may not be comparable to similarly titled measures of other companies and have limitations as analytical tools. For more information about our non-IFRS financial measures and reconciliations thereof to the most comparable respective IFRS measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”
Our Value Proposition
By delivering the high-quality content online gamblers need, we create value across the industry’s ecosystem, from player to online gambling operator.
Value to Online Gamblers. We help online gamblers start their consumer journey with confidence by providing a comprehensive set of resources to educate and inform online gamblers before they pick an online gambling operator.
Value to Online Gambling Operators. We provide a reliable and deep source of NDCs. Our performance-based compensation model and history of continued business with industry heavyweights speak to our reputation as a key partner in helping our customers meet their customer acquisition targets.
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Value to Online Gambling and Platform Providers. We create value for the entire online gambling ecosystem by powering the growth of online gambling operators.
Value to Gambling Regulators. By steadfastly following and helping to enforce the guidelines and policies of the regulators of the online gambling industry within 13 national markets, we help steer players away from black-market, offshore online gambling operators and toward locally-licensed, onshore operators.
Our Competitive Strengths
We believe the following to be our core competitive strengths, which distinguish us significantly from our competitors and allow us to compete more effectively in the online gambling affiliate market.
Premier Branded Destinations. We take pride in our tightly managed network of 32 high quality websites which include the industry-defining website Gambling.com as well as the ideally-branded Bookies.com for the U.S. market. In comparison to some of our peers who operate thousands of websites of varying degrees of quality, our portfolio is much smaller and more tightly managed through common software systems. For example, based on publicly available company information, our peers Better Collective and Catena Media operate more than 2,000 and 1,200 websites, respectively. Our strategy produces significantly more average revenue per website than Better Collective and Catena Media, calculated by dividing their publicly reported 2020 annual revenues and their revenues for the first quarter in 2021 over their number of websites. By investing more into each individual website in our portfolio, we can ensure our websites get adequate resources to be leaders in their particular focus areas.
Our iconic website Gambling.com lends itself easily to branding efforts and creates instant credibility in the eyes of new consumers. We intend to continue to leverage this brand and its unique position to make it the definitive global leader in the online gambling affiliate market.
Strategic Presence in Growth Markets. We focus on legalized and soon-to-be legalized markets around the world. Currently, we publish content localized for more than eight European countries, North America and Oceania. Revenues in our established European markets have grown from $13.41 million for the year ended December 31, 2019 to $16.19 million for the year ended December 31, 2020 in respect of the U.K and Ireland and from $2.88 million in the year ended December 31, 2019 to $5.25 million for the year ended December 31, 2020 in respect of Other Europe. Revenues in our established European markets have grown from $2.6 million for the three months ended March 31, 2020 to $6.27 million for the three months ended March 31, 2021 in respect of the U.K. and Ireland and from $0.82 million in the three months ended March 31, 2020 to $3.00 million for the three months ended March 31, 2021 in respect of Other Europe. Identifying the growth opportunity of the North American market, in 2019 we opened an office in Charlotte, North Carolina and relocated our Chief Operating Officer, Kevin McCrystle, to lead our growth efforts in North America. With revenue growth of 107% from 2019 to 2020 and 315% from the first quarter of 2020 to the first quarter of 2021, North America saw significant growth over the period.
High-Quality Customer Base Consisting of Major Online Gambling Operators. We have a robust client portfolio which includes most major online gambling operators from the U.S. and Europe. During the year ended December 31, 2020 and the three months ended March 31, 2021, we worked with over 200 online gambling operators including publicly-traded business such as DraftKings, Flutter Entertainment (FanDuel, PaddyPower, Betfair), Entain (BetMGM, Ladbrokes, bwin, partypoker), Kindred Group (Unibet, 32Red), Rush Street Interactive (Sugarhouse, BetRivers), William Hill, 888, Golden Nugget Online Gaming and PointsBet. While we prioritize deepening our relationships with our existing customers, we have also increased our number of customers from 111 in 2017 to over 200 in the first quarter of 2021. With an ever-growing base of customers, we are able to discover more high-quality customers with which we can build significant partnerships. In 2020 and the first quarter of 2021, our reputation as an effective online gambling affiliate drew in over 450 and 100 inquiries, respectively, from potential customers. We have not been ranked lower than eight on the eGaming Review, or EGR, Power Affiliates list since its inception in 2018.
Proven Track Record of Transforming Domains into Successful Businesses. We have the expertise and experience to transform high-value gambling industry domain names into high-performing websites. We acquired the Gambling.com domain name in 2011, with no business or revenue, and turned it into the globally recognized, market-leading brand that it is today, operating in nine markets and four languages. We have also developed the CasinoSource and
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SlotSource series of websites from nothing to websites with $5.25 million and $1.54 million in sales in 2020 and the three months ended March 31, 2021, respectively. We leveraged all of our experience with Gambling.com to refine Bookies.com at a faster pace. Since we acquired Bookies.com in early 2018, we have transformed it into an all-inclusive platform focusing on sports betting in the U.S., with more than 60 contributors, positioning Bookies.com to benefit from the next wave of online gambling regulation in the U.S.
Integrated Platforms Empowered by Technological Excellence. We have developed four proprietary software platforms to maximize operational efficiency in the delivery of our consumer websites. These platforms are used across our network and enable us to significantly reduce website loading times for visitors, efficiently organize and manage all of the content which appears on our websites and precisely optimize the placement of our customers’ messages across our network. We have never hesitated to invest in our own technical systems and believe we are at the forefront, compared to our peers, in terms of leveraging technology in general and artificial intelligence in particular to optimize our business.
Our ability to increase market share by continuing to deliver best in class content on our branded destinations depends on the effective implementation of search engine optimization, or SEO, strategies across our portfolio of websites, which itself depends in part on the efficient use of our technology platforms. SEO is the practice of optimizing websites so that they are favored by search engines, such as Google, to appear in top positions on the search engine results pages for particular search queries. The ranking of a website is determined by the search engine according to an algorithm which factors in thousands of different parameters including quality of content, website speed and how people engage with a website.
We have demonstrated time and again over our 15-year history that we are adept at building websites which are ranked favorably by search engines such as Google. We believe that Google and other search engines are increasingly adept at identifying the truly high-quality content that deserves prominence. Our investments in content, product and website delivery have thus naturally resulted in strong rankings without significant additional effort.
By leveraging our investments in technology, we can ensure that our team remains able to efficiently produce and publish high quality content which in turn serves to improve our SEO as high quality content is one of the key factors in SEO success.
Experienced Leadership. We continue to be led by our founding team, Charles Gillespie and Kevin McCrystle, which have been with the company since our inception in 2006 and 2007, respectively. Mr. Gillespie is a recognized leader in the online gambling industry and was named Sports Betting Community Leader of the Year in 2019. He is cited regularly by business and industry media for his work in advocating for a free and open online gambling market in the U.S. Mr. McCrystle has led us to become a global performance marketing leader with a team of over 100 employees. He has developed and implemented our strategy for product, marketing, content and sales, as well as the integration of key acquisitions. Our co-founders’ technology-forward approach, strategic vision for growth and long-standing reputation as industry experts has led us to become one of the fastest-growing performance marketing companies for online gambling.
Proven History of Organic Growth and Continued High Organic Growth Potential. We have delivered significantly more organic growth than our peers which report publicly over the last three years. Our organic growth strategy focuses on perfecting our internal processes, technology, and products instead of relying on acquisitions. For the period from 2017 to 2020, we recognized a 52% organic revenue CAGR compared to 14% for Better Collective and 8% for Catena Media over the same period. Additionally, since 2018, we have maintained an average year-over-year quarterly organic growth rate of 33%, compared to 15% for Better Collective and 10% for Catena Media. In 2020, our year-over-year organic revenue growth was 45%, compared to 8% for Better Collective and 9% for Catena Media. We have grown faster than our established global online gambling affiliate peers, which validates our focus on superior brands and technological excellence as the winning strategy. We expect our foundation of big brands and technological precision to continue to pay dividends over the long-term as we scale the business.
We expect that our established markets will continue to grow at a steady pace over the next few years. The combined market for online gambling in two of our largest, established markets, the U.K. and Ireland, is expected to grow at a CAGR of 6.2% from 2019 to 2025, according to the H2 Global Report. We expect that our operations in these
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countries will grow alongside these markets, supplementing the more dramatic growth we expect to deliver in our growth markets.
According to the H2 Global Report, as of January 2021, the global online gambling industry is expected to grow at a CAGR of 10% from 2019 to 2025 (onshore and offshore). Even if we only maintain our current market share of the global online gambling affiliate market, we believe that we will continue to grow in line with the broader industry. We intend to grow our market share, which will further increase our growth. We currently have a robust portfolio of over 500 undeveloped gambling domain names for future projects, including premium domain names such as Bookmakers.com and FootballScores.com.
Our Growth Strategies
Key elements of our growth strategy include:
Expanding in the U.S. As states across the U.S. continue to legalize online gambling, we are laying the foundation for the U.S. market to eventually be our largest market by revenue. We are pursuing market share by deploying publishing assets on both a national and state-based level as well as adding U.S. content to our international destinations. As of March 31, 2021, we were approved to operate in New Jersey, Pennsylvania, West Virginia, Colorado, Illinois, Tennessee, Virginia and Indiana. In May 2021, we were approved to operate in Michigan. We are actively pursuing licenses or approvals in all states where we expect a viable market.
Our revenue in North America has grown from $1.92 million for the year ended December 31, 2019 to $3.96 million for the year ended December 31, 2020. Our revenue in North America grew 315.08% from $0.40 million for the first quarter of 2020 to $1.65 million for the first quarter of 2021. North America is the fastest growing market of our business over that period. In addition to growing our international flagship website Gambling.com, we intend to grow several U.S.-oriented websites, such as Bookies.com, TopUSCasinos.com, TopNJCasinos.com, VirginiaIsForBettors.com, GreatLakesStakes.com and PennStakes.com, to become the go-to resources for information on U.S. iGaming and sports betting in their respective states. Policymakers in Canada are also reviewing the regulation of sports betting which would present a significant additional opportunity for our North American operations.
Growing Our Global Strategic Presence. Internationally, we target stable, regulated markets with significant growth potential. We believe we will continue to grow in existing markets such as Canada, Italy, Austria and Germany. We regularly monitor the regulatory landscape to be in a position to enter soon-to-be regulated markets for possible future expansion, such as the Netherlands and Latin America.
Pursuing Strategic Acquisitions. While we primarily focus on organically growing our current business and expanding into new markets, the possibility for quality acquisitions provides another avenue for future growth. Between 2017 and 2018, we completed four acquisitions. As jurisdictions impose stricter regulatory requirements and compliance demands that create additional work for online gambling affiliates, these disproportionately burden smaller online gambling affiliates who are less able to handle the influx of requests from online gambling operators and regulators. Online gambling operators value the professionalism and competence of larger online gambling affiliates who are adept at maintaining high regulatory standards.
We expect this environment will lead to tactical opportunities for us to acquire strong, sub-scale online gambling affiliates. Smaller online gambling affiliates may have product market fit in a particular niche of the industry but lack the sophisticated publishing and monetization systems available to larger online gambling affiliates like us. Our experience and technological capabilities position us as a sophisticated player to acquire strong sub-scale online gambling affiliates that will benefit from our more established processes. We plan to continue to leverage our history of successful acquisitions and internal organic growth to search for potential targets with strategic assets and strong management teams.
Developing Pipeline Projects. We have several pilot projects which could result in meaningful new lines of business. For example, in 2020, we launched Bookies Edge, a premium content model available to paying users on Bookies.com. Online gamblers using Bookies.com can subscribe to monthly and yearly packages of premium content to access exclusive picks, tips and analysis. We consider this new line of business a start-up within our broader organization and plan to invest more resources in the business should we be able to identify favorable unit
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economics. We are also formulating plans to develop Bookmakers.com, an ultra-premium domain ideally suited to target English-speaking sports betting consumers outside the U.S.
Our Products
Our core product offering is industry leading content produced by award-winning journalists, reporters, copywriters and lifelong followers of the online gambling industry. This best-in-class content is then masterfully distributed to online gamblers through our proprietary technology platform which publishes 32 premier websites. Thanks to the advantages of our internally developed technology platforms, consumers can readily locate this great content easily with the use of search engines such as Google. Visitors to our websites looking to engage with online gambling services can then easily find, compare and visit the best online gambling operators available in their jurisdiction from links on our websites. When a website visitor leaves one of our websites to visit an online gambling operator, the referral is tracked and we are compensated by the online gambling operator in the event that the visitor registers and funds a new account, becoming our referred player.
Although we have invested into Gambling.com and Bookies.com, which we consider our core brands, we also operate several niche websites that cater to specific geographies or online gambling products. Each of our websites offers online gamblers high-quality and relevant content, such as independent reviews and comparisons of regulated online gambling operators in their jurisdiction.
Our Core Brands
Gambling.com
We acquired the Gambling.com domain name in April of 2011 for $2.5 million. The domain name came alone, without an accompanying business or any existing revenue streams. Since then, we have invested significant resources to launch a new website and grow it into one of the largest and highest revenue producing online gambling affiliate websites in the world. As of December 31, 2020, localized versions of Gambling.com were available in nine markets and in four languages.
Gambling.com covers the entirety of the online gambling industry with content spanning all of the key verticals in the industry: Casino, Sports, Poker and Bingo. But more than anything else, Gambling.com is a leading source for iGaming information and is casino-first in its content strategy.
Bookies.com
We acquired the Bookies.com website in early 2018. Since then, we have transformed it into an all-inclusive platform for sports bettors that provides promo codes, odds comparison, game previews, betting strategies and news. In contrast to Gambling.com which is an international destination with a casino-first focus, Bookies.com was built from the ground up with a US-first and sports-first focus. We believe Bookies.com is well positioned to become a leading sports-betting destination in the U.S. In 2020, we launched Bookies Edge, a premium content model available to paying users on Bookies.com. Online gamblers using Bookies.com can subscribe to monthly and yearly packages of premium content to access exclusive picks, tips and analysis.
Our Niche Brands
By expanding the portfolio beyond our core brands, we can more directly target specific products in specific markets. Online gamblers tend to trust local media more than national or international sources. By producing destinations that feature locally produced content, we can more easily gain the trust of users in a particular location. The enlarged portfolio also reduces volatility in month-to-month financial performance by diversifying the sources of our revenue across multiple territories and products.
TopUSCasinos.com
TopUSCasinos.com is an internally developed website that has been recently launched with an iGaming and U.S. first focus. Similar to Bookies.com in that both websites are U.S. first and national in scope, TopUSCasinos.com will play a leading role in the development of our overall U.S. offering. These national websites address the entirety of the U.S. market by providing detailed content on each state with an active online gambling market.
U.S. State Specific Properties
We have launched a series of websites dedicated to individual U.S. states. Examples include GreatLakesStakes.com for Michiganders and VirginiaIsForBettors.com for Virginians. These websites provide local online gamblers with the
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news and analysis they need to make informed decisions when it comes to online gambling. GreatLakesStakes.com covers all forms of online gambling due to Michigan’s full embrace of the industry’s product offering while VirginiaisforBettors.com is primarily oriented around sports betting since Virginia has yet to regulate iGaming.
CasinoSource.co.uk
We launched CasinoSource.co.uk in 2010 as our first dedicated casino affiliate website. The website offers in-depth expert online casino reviews, exclusive network partner bonuses, casino guides and tutorials. We have redeveloped the website regularly and now expanded it into ten markets in five languages.
SlotSource.com
We launched SlotSource into the U.K. market in 2016 as a slots-first destination. We have since expanded the website to six markets in two languages. The U.S. version of the website showcases online slots in a player-friendly website where games and casinos are categorized by their availability per state. As a one-stop shop for online slots, the website provides online gamblers real-money slot reviews, fully featured free-to-play slots as well as a comprehensive list of slots bonuses.
Many of our niche sites are relatively new, particularly those for the U.S. market. This positions us well for additional organic growth in the coming years. We also maintain a robust portfolio of over 500 undeveloped gambling domain names available for future projects. The portfolio includes a number of premium domain names such as Bookmakers.com and FootballScores.com.
Our Original Publishing Platform and Content Management System
Our co-founder and Chief Executive Officer, Charles Gillespie, is a technologist at heart who taught himself to program to deliver our first website. Under Mr. Gillespie’s leadership, we have prioritized outsized investments in technology to best serve our customers, online gamblers and internal stakeholders. The dividends of these investments are significant—increased operational efficiency fundamental to delivering market-leading organic growth. We have developed four key internal platforms which sit behind and power all of our consumer facing websites. In comparison to some of our peers, all of our websites run on internally-developed platforms and are near universally integrated into these platforms.
Adge: Our Business Intelligence Software
We launched Adge in 2015 as a business intelligence system which integrates data from our websites and our advertising partners. This platform gives us the ability to compete and optimize our offerings.
Origins: a Publishing Platform for Maximum Speed
We launched Origins in 2015 as a tailor-made high-speed publishing platform that prepares and distributes our content across seven global locations—all from the cloud. The system was developed with an SEO-first mentality, to ensure that all of our websites are published according to the best technical SEO standards. In-built version control provides us total control over source code changes and enables nimble switching between version numbers. Quality control systems scan all outgoing content to ensure it passes a number of internal quality control checks. Websites and content ready for release are pre-rendered, compressed and distributed to a global network of origin servers which are then enhanced by a global content delivery network with over 200 points of presence. This stack of systems ensures that end-users requesting one of our services get their request fulfilled at the fastest speeds technologically possible.
Genesis: a Content Management System for Gambling Industry Data
We launched Genesis in 2020 as our content management system, or CMS, to warehouse our growing database of gambling industry related content. Genesis provides a central location for the management of all content types across our websites and applications. Users can log into a cloud-based system to add, update or import content assets. By centralizing all CMS functionality into one universal system, users get one common interface for updating all of our publishing assets. Users can be categorized into groups with varying levels of permissions according to management’s requirements, allowing the system to be opened to external contributors. Our developers can also plug into one common API to consume data in one common format regardless of its ultimate destination. As pain-points are identified, we can deploy specific tools and features to streamline repetitive or time-consuming tasks for our users.
Elements: an Ad Server for Gambling Operators
We have developed Elements since 2019 as our advertiser management system—our central interface to manage the terms, offers, and details of advertisement placements across our entire network. With tens of thousands of pages of
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content, advertisers can appear in a great variety of locations which we believe, despite these challenges, should be optimized on every occasion. Elements provides us with a centralized platform to coordinate the appearance, rankings and advertiser details at any location across the network. Tightly integrated with our business intelligence team, we are able to track advertiser performance at scale and quickly identify under and over performance. Sophisticated machine-learning algorithms crunch performance data and make recommendations on which online gambling operator is truly best positioned to meet online gamblers’ needs in each circumstance.
Our Track Record of Awards and Recognitions
Our products have been recognized for their excellence over the years, achieving several of the online gambling affiliate industry’s biggest awards including a selection of awards as shown in the chart below.
Our History
2006-2009
| ∎ | We were founded in 2006 by Charles Gillespie, our Chief Executive Officer, and joined by Kevin McCrystle, our Chief Operating Officer, in 2007 |
| ∎ | Originally founded as World Sports Network, operating WSN.com and offering mainstream football betting coverage to mainland Chinese and European football fans |
| ∎ | Mark Blandford invested in our company and joined our board of directors |
| ∎ | WSN changed its company name to KAX Media |
2010-2011
| ∎ | Switched focus to European casino online gambling affiliate marketing |
| ∎ | Began building the first series of casino affiliate portals, CasinoSource |
| ∎ | Launched CasinoSource in the U.K. |
| ∎ | Acquired Gambling.com domain for $2.5 million in April 2011 |
| ∎ | Opened office in Tampa, Florida |
2012-2015
| ∎ | Launched new U.K. website for Gambling.com |
| ∎ | Expanded CasinoSource to new markets such as Ireland, Italy and Spain |
| ∎ | Divested WSN.com website |
| ∎ | Launched Gambling.com in markets outside the U.K., starting with Ireland |
| ∎ | Started expansion of Gambling.com beyond English-speaking markets |
| ∎ | Opened office in Ireland |
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2016
| ∎ | Consolidation of KAX Media and Gambling.com |
| ∎ | Launched Gambling.com and CasinoSource in Scandinavia |
2017
| ∎ | KAX Media re-branded as Gambling.com Group |
| ∎ | Launched SlotSource.co.uk in the U.K. |
| ∎ | Issued EUR 7.1 million of private convertible debentures with the proceeds intended to be used primarily for acquisitions |
| ∎ | In February 2017, acquired AndroidSlots.co.uk, a leading U.K. mobile casino portal |
| ∎ | In March 2018, acquired three leading Swedish casino affiliate websites—SvenskaCasino.se, Lyckospel.se and CasinoMobilt.se |
| ∎ | Issued second round of private convertible debentures for EUR 8.9 million |
2018
| ∎ | Entered U.S. market by launching Gambling.com in New Jersey |
| ∎ | In January 2018, acquired mobile performance marketing platform including 46 iOS apps |
| ∎ | In February 2018, entered sports betting with acquisition of Bookies.com and related assets such as Bookmakers.co.uk and FootballScores.com |
| ∎ | Issued EUR 16.0 million of senior secured bonds listed on Nasdaq Stockholm |
| ∎ | Launched Gambling.com in additional European markets |
2019
| ∎ | Opened second U.S. office in Charlotte, North Carolina |
| ∎ | Obtained approval to expand U.S. operations in New Jersey |
| ∎ | Secured permission to operate in Pennsylvania, West Virginia and Indiana |
| ∎ | Received $15.5 million growth investment from Edison Partners |
2020 to Present
| ∎ | Approved to provide sports betting services in Colorado |
| ∎ | Launched SlotSource.com for American online slot players |
| ∎ | Expanded business into Tennessee, Illinois, Virginia and Michigan |
| ∎ | Announced redemption of outstanding senior secured bonds |
| ∎ | Relocated corporate domicile from Malta to Jersey |
Our Corporate Structure
The following chart shows our corporate structure including our three subsidiaries.
Gambling.com Group Limited is the holding company for the Group. It was originally incorporated in the British Virgin Islands as TGG International Holdings Limited on July 26, 2006. It was renamed as KAX Media Limited on
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October 3, 2012 and subsequently continued as a private limited liability company in Malta on October 7, 2016. It was renamed as Gambling.com Group Limited on May 18, 2017. On January 7, 2018, it converted into a public limited liability company with a name change to Gambling.com Group Plc. It redomiciled from Malta to the Channel Island of Jersey in accordance with the Jersey Companies Law on May 27, 2021 and was renamed Gambling.com Group Limited.
GDC Malta Limited (formerly known as GDC Trading Limited) is a private limited company incorporated in the British Virgin Islands on June 2, 2011 and was subsequently continued in Malta on October 17, 2016. GDC Malta Limited provides intra-group services to the Group.
GDC Media Limited (formerly known as KAX Media Limited (Ireland)) is a private limited company incorporated on May 20, 2015 in Ireland. It operates the Group’s business outside of the U.S. and is the owner of all the Group’s intellectual property, domains and websites.
GDC America Inc. (formerly known as KAX Media America Inc.) is a corporation incorporated in Florida on July 14, 2011. It operates the Group’s business in the U.S. under a license from GDC Media Limited.
Our Sales Process and Customers
Online gambling operators typically discover us by accessing one of our websites. After finding one of our online gambling affiliate websites, the online gambling operator locates our corporate website and submits an advertising proposal through a contact form. In 2020, our reputation as a strong partner for online gambling operators drew over 450 inquiries from potential customers.
We have a strong and growing portfolio of major online gambling operators. Our customer base was 111, 190, 206, 206 and 206 in 2017, 2018, 2019, 2020 and the three months ended March 31, 2021, respectively. We work with regulated online gambling operators, including industry heavyweights—DraftKings, Flutter Entertainment (FanDuel, PaddyPower, Betfair), Entain (BetMGM, Ladbrokes, bwin, partypoker), Kindred Group (Unibet, 32Red), Rush Street Interactive (Sugarhouse, BetRivers), William Hill, 888, Golden Nugget Online Gaming and PointsBet. As is evident from the list above, many of our customers operate multiple player-facing brands. We believe we increased our number of customers as a result of a variety of factors including an increase in the number of markets where we operate, new online gambling operators entering various markets, an increase in demand for player acquisition services and an expanded internal sales team. See also “Prospectus Summary—Market Trends in Our Favor.”
We have ranked between six and eight on the EGR Power Affiliates list since its inception in 2018. The list is compiled from votes cast by full-time affiliate managers working with the online gambling operators who rate affiliates based on their commercial, operational, product, compliance and M&A capabilities.
In 2019, 2020 and the three months ended March 31, 2021, our top ten customers accounted for 56%, 55% and 57% of our total revenue, respectively, and our largest customer accounted for 21%, 20% and 19% of our total revenue, respectively.
While increasing our number of customers is important, we primarily focus on maintaining and deepening our relationships with our existing customers by increasing the amount of traffic and, in-turn, the number of NDCs we can refer to our existing customer base. Our account management team coordinates the day-to-day relationships with our customers. While improving the commercial aspects of our deals, our team optimizes the content, offers, news and other details of how our customers’ brands are presented to the online gamblers to maximize conversion rates and engagement. In many cases we can negotiate exclusive bonuses and offers for the players referred from our websites. Prior to the COVID-19 pandemic, our account management team regularly met with our key customers in person and plans to resume such face-to-face meetings as soon as it is once again possible. We plan to continue to grow both the number of customers and the level of participation from each customer. As we scale traffic and NDC delivery in our existing markets, we expect to generate additional traffic for our existing customer base in those markets. To the extent that we wish to enter new markets in the future, we may seek to onboard local gambling operators in a target market as our customers to field a localized product.
We strive to control the maximum amount of traffic possible and thus be online gambling operators’ preferred partner for online gambling player acquisition due to our ability to help them meet their player acquisition goals with our extensive reach.
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Increasing Customer Performance
The math that determines the commercial performance of an individual online gambling operator on one of our websites is driven principally by the effectiveness by which the online gambling operator can monetize the traffic that we send them. Online gambling operators who are skilled at converting the traffic from click to registration and then from registration to first deposit while offering commercial terms at the low end of the acceptable range can be significantly more valuable to us than the opposite. Online gambling operators offering abnormally high CPA rates but who are not skilled at converting traffic do not make good partners. Expected conversion rates range from 1% to 15% (1,500% difference) where CPA levels for a given type of traffic may only vary from the smallest to largest offer less than 100%.
Because the effectiveness of our partners is a key commercial concern, we have a dedicated system to manage the placement of operators and operators’ offers on our websites called Elements. As we reached the limit of what was possible with manual adjustments, we have started to leverage machine learning systems to help us ensure we are showing the most appropriate operator in every circumstance. These advanced data science models can process many more input variables and larger data sets than our commercial team could process on its own. These initiatives showed very promising results in 2020 and we look forward to expanding these initiatives in 2021.
Competition
The online gambling affiliates market is highly fragmented, intensely competitive and constantly evolving. With the introduction of new technologies and new market entrants, we expect the competitive environment to remain intense going forward. We compete with other performance marketing service providers in the online gambling industry, such as Better Collective and Catena Media, both publicly-traded in Europe. Our most comparable publicly-traded companies in the U.S. are GAN Limited and Genius Sports Ltd., both of which are B2B service providers to the industry.
We believe we compete favorably on the basis of the quality of our websites, our strategic geographical presence, our diversified and growing customer base, our technological excellence and our proven history of growth. We have delivered significantly more organic growth than our peers over the last three years. Our organic growth strategy focuses on perfecting our internal processes, technology, and products instead of relying on acquisitions.
Social Responsibility
As the online gambling market continues to expand globally, we believe it is important to not lose focus on the social costs of the industry. We are committed to being a leader in responsible gambling and ensuring that a conservative approach is adopted by the industry at large to ensure the sustainability of what should be a harmless recreational activity.
With that vision, we maintain one of the most restrictive adverting policies in the online gambling affiliates industry to avoid problematic channels. We acquire online gamblers responsibly, focusing on locally regulated markets, recommending only licensed online gambling operators, and displaying terms and conditions in accordance with best practices, clear messages about responsible gambling on our sites, and never any aggressive messaging encouraging problematic gambling. Our team also regularly monitor regulations and standards prescribed by each market’s respective authorities, such as the U.K. Gambling Commission, the U.K Advertising Standards Authority, CAP Advertising Guidelines—Gambling and the CAP Code for Online Affiliate Marketing. We have maintained a clean history in all markets in which we conduct business.
To help online gamblers recognize problematic behavior early, we established the Responsible Gambling Center on our flagship website Gambling.com, which provides online gamblers access to support organizations in our major markets. The Responsible Gambling Center is divided into three sections:
Responsible Gambling Fundamentals. Educates online gamblers about the basic risks of problem gambling, gambling addiction and how to gamble responsibly.
Staying in Control. Helps online gamblers recognize the signs of problem gambling and gives guidance on staying in control. Explains key concepts like self-exclusion, betting logs and deposit limits.
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Protection and Support. Provides detailed access information for problem gambling support groups as well as links to tools to protect children from gambling content.
We strive to contribute positively—not only to our industry at-large through responsible gambling initiatives but also in our communities through corporate social responsibility initiatives. Each year, employees in Ireland and the U.S. choose a local nonprofit organization to support through fundraising and volunteering.
Regulations
As a company providing services to online gambling operators and conducting business on the Internet, we are subject to a variety of laws in the U.S. and abroad that involve matters central to our business, including laws regarding online gambling and data protection and privacy, among others.
Online Gambling Regulations
Outside of the U.S., online gambling affiliates are not required to apply for licenses or approvals with the only known exception being Romania. Since we operate a pure B2B business model and have no direct business relationship with online gamblers, we are not required to be licensed or approved as a gambling operator in Europe or elsewhere.
In the U.S., any company providing services to regulated gambling entities is typically required to either register or apply for a license or an approval with the gambling regulator in each state where they are active. In the case of gambling affiliates, a tiered system is typically available with a relatively simple registration required for online gambling affiliates only looking to do CPA deals and a much more onerous license application required for online gambling affiliates seeking to do deals with a revenue share component. As of March 31, 2021, we obtained regulatory approval to provide marketing services to licensed gambling operators in New Jersey, Pennsylvania, West Virginia, Colorado, Illinois, Tennessee, Virginia and Indiana. In May 2021, we were approved to operate in Michigan. We have the ability to do CPA deals in all states where we are active and revenue share deals in all states where we are active except for Colorado, Illinois and Michigan.
Data Protection and Privacy
Because, on a limited basis, we handle, collect, store, receive, transmit and otherwise process certain personal information of individuals, including our users, customers and employees, we are also subject to federal, state and foreign laws related to the privacy and protection of such data, as further set forth in the section of this prospectus entitled “We are subject to governmental regulation and other legal obligations related to privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity”. Regulations such as the CCPA, which is a relatively new, untested law could affect our business, and its potential impact is unknown.
With our operations in the E.E.A and the U.K., we may also face particular privacy, data security, and data protection risks in connection with requirements of the GDPR, U.K. GDPR and other data protection regulations. Any failure or perceived failure to comply with these rules may result in regulatory fines or penalties including orders that require us to change the way we process data. In the event of a data breach, we are also subject to breach notification laws in the jurisdictions in which we operate, including the GDPR, and the risk of litigation and regulatory enforcement actions.
Any significant change to applicable laws, regulations, interpretations of laws or regulations, or market practices, regarding the use of personal data, or regarding the manner in which we seek to comply with applicable laws and regulations, could require us to make modifications to our products, services, policies, procedures, notices, and business practices, including potentially material changes. Such changes could potentially have an adverse impact on our business.
Compliance
We have developed and implemented various internal compliance policies to help ensure that we comply with legal and regulatory requirements imposed on us. Our compliance and risk program focuses primarily on vetting the online gambling operators we work with to ensure that we do not work with an operator which is unsuitable. We also provide education and tools to assist users in making educated choices related to gambling activities.
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Additionally, we employ various methods and tools across our operations such as geolocation blocking, which restricts access based upon the user’s geographical location and age verification to ensure our users are old enough interact with certain content. We have a zero-tolerance approach to money laundering and terrorist financing.
While we are firmly committed to full compliance with all applicable laws and have developed appropriate policies and procedures in order to comply with the requirements of the evolving regulatory regimes, we cannot assure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us or an employee will not result in the imposition of a monetary fine or suspension or revocation of one or more of our licenses.
Intellectual Property
Our intellectual property, including our copyrights and trademarks, is, in the aggregate, an important component of our business. As of March 31, 2021, we had registered two trademarks in the U.S., one trademark in the Benelux countries (Netherlands, Belgium and Luxembourg) and one trademark in the U.K. Our intellectual property portfolio also includes over 500 domain names for websites that we use in our business, and our rights in our proprietary technology platforms, including our publishing platform, the Origins Publishing Platform, the Genesis content management system, the Elements advertiser management system and the Adge business intelligence platform.
Employees
As of March 31, 2021, we had 145 employees, of which 91 were located in Dublin, 8 were located in Malta, 17 were located in Charlotte and Tampa, as well as 13 full-time employees working remotely in the U.S and 16 remote contractors located in Europe.
Our goal is to attract and retain highly qualified and motivated personnel. We promote diversity and equality in the workplace. As of March 31, 2021, 26 different nationalities were represented in our workforce. We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes. Our employees are not represented by any collective bargaining agreements or labor unions.
Properties
Our principal operational offices are located in Dublin, Ireland, under a lease expiring in January 2028. We also lease regional offices and space in Tampa, Florida, Charlotte, North Carolina and Gzira, Malta.
We believe that our current facilities are adequate to meet our needs for the near future and that suitable additional or alternative space will be available on commercially reasonable terms to accommodate our foreseeable future operations.
Legal Proceedings
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently a party to any material litigation. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
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Executive Officers, Directors and Director Nominee
The following table sets forth the name, age and position of each of our executive officers, directors and director nominee as of the date of this prospectus:
| NAME |
AGE | POSITION | ||||
| Executive officers |
||||||
| Charles Gillespie |
37 | Chief Executive Officer, Co-Founder and Director | ||||
| Kevin McCrystle |
37 | Chief Operating Officer and Co-Founder | ||||
| Elias Mark |
41 | Chief Financial Officer | ||||
| Johannes Bergh |
52 | Chief Strategy Officer | ||||
| Ellen Monaghan |
36 | Vice President, People | ||||
| Directors and Director Nominee |
||||||
| Mark Blandford |
63 | Chairman of the Board of Directors | ||||
| Susan Ball |
59 | Director (1)(2)(3) | ||||
| Fredrik Burvall |
48 | Director (1)(3) | ||||
| Gregg Michaelson |
55 | Director (2) | ||||
| Pär Sundberg |
48 | Director (2)(3) | ||||
| Daniel J. D’Arrigo |
53 | Director Nominee (1)(3) | ||||
| (1) | Member or proposed member of our audit committee after completion of the offering. |
| (2) | Member or proposed member of our compensation committee after completion of the offering. |
| (3) | Member or proposed member of our nominating and corporate governance committee after completion of the offering. |
Executive Officers
Charles Gillespie is our Chief Executive Officer, Co-Founder and a director, which positions he has held since the Company’s inception in 2006. Through his tenure, Mr. Gillespie has overseen the Company’s operations across multiple jurisdictions including Europe and U.S. Under his leadership, the Company has prioritized technological investments and has completed four acquisitions to expand the breadth of the Company’s portfolio. He has built a reputation as a recognized leader and was named Sports Betting Community Leader of the Year in 2019. Mr. Gillespie holds a Bachelor of Art degree in Political Science and Entrepreneurship from University of North Carolina at Chapel Hill.
Kevin McCrystle is our Chief Operating Officer and Co-Founder, which positions he has held since 2007. Through his tenure, Mr. McCrystle has developed and implemented strategies for product, marketing, content, sales, and integration of key acquisitions. Since July 2016, he has served as a director of GDC Media Limited (Ireland), a subsidiary of the Company. In 2020, Mr. McCrystle relocated to the Charlotte office to oversee the development of the North American market. Mr. McCrystle holds a Bachelor of Arts degree in Political Science and Philosophy from University of North Carolina at Chapel Hill.
Elias Mark is our Chief Financial Officer, which position he has held since 2016. Mr. Mark also served on the board of directors of Ampezzo Capital PCC Ltd, a technology and Internet focused private equity firm, where he was a founding partner and previously served as a member of the investment advisory team from January 2010 to December 2014. Prior to joining the Company, Mr. Mark served as CFO at Whispr Group from March 2015 to December 2016. Mr. Mark also previously served as a director at Nöjesguiden from December 2013 to April 2016, at Highlight Media Group from February 2010 to September 2014 and at Web Guide Partner from September 2008 to January 2010. Mr. Mark began his career as Siguiente Capital AB, where he served as an Associate from June 2007 to September 2008. Mr. Mark holds a Master of Arts degree in Management from the University of St. Andrews and is an associate of Chartered Institute for Securities & Investment.
Ellen Monaghan is our Vice President, People, which position she has held since December 2020. Ms. Monaghan has served in several positions since she joined the Company in December 2015, including Director of People Operations since December 2018, People Operations Manager from December 2017 to December 2018 and HR
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Business Partner from December 2015 to December 2017. Ms. Monaghan was recognized by iGaming Business as one of the industry’s women to watch. Prior to joining the Company, Ms. Monaghan served as Manager—Office and Facilities Management of Openet from July 2012 to December 2015, and previously as Personal Assistant to CTO from March 2010 to August 2012. Ms. Monaghan also previously served as ICT Recruitment Consultant at RECRUITERS from April 2008 to March 2010. From April 2007 to April 2008, Ms. Monaghan served as a Banking & Finance Consultant at HRM. She has led the opening and expansion of our offices in Dublin, Malta and Charlotte through talent acquisition and management. Since 2015, Ms. Monaghan has served as a director of our subsidiary based in Dublin, GDC Media Limited (Ireland). Ms. Monaghan holds a Bachelor of Arts degree in Politics and Sociology from University College Dublin.
Johannes Bergh is our Chief Strategy Officer, which position he has held since August 2020. Under his leadership, Mr. Bergh has facilitated the scaling of the business. Mr. Bergh has more than 15 years of experience at the c-level in public companies, operating on a global arena. He has evaluated over 100 affiliate acquisitions. Prior to joining the Company, Mr. Bergh served as Deputy Chief Executive Officer at Catena Media, a lead generation company focusing on the iGaming and Finance industries. He served at Catena Media from January 2017 to July 2020. From August 2014 to December 2016, Mr. Bergh served as Chief Executive Officer at Rewir, a management consulting firm focusing on brand strategy. Prior to Rewir, Mr. Bergh served as Chief Brand Officer at FLIR Systems from August 2008 to April 2014. Mr. Bergh holds a diploma in marketing from RMI Berghs School of Communications.
Directors and Director Nominee
Mark Blandford has served as a director since October 2008 and the Chairman of the board of directors since February 2018. Mr. Blandford founded Sportingbet Plc which was one of the first online gambling companies to accept a card payment over the Internet and at one point in time the world’s largest bookmaker. Mr. Blandford led the company through a landmark initial public offering on the London Stock Exchange in 2001 to become the first publicly traded online gambling company, later winning him the award for AIM Entrepreneur of the Year in 2002. Sportingbet Plc was later recognized with the AIM Transaction of the Year award in 2005. Mr. Blandford also currently serves as Chairman of the board of directors at FSB Technology (U.K.) Ltd., Double Diamond Limited and Condor Properties. Mr. Blandford is also a Partner at Burlywood Capital, a venture capital and private equity firm, where he has served in that role since 2012. Previously, Mr. Blandford served as a member of the board of directors at Mfuse LTD and Intela. Mr. Blandford holds a Higher National Diploma in Business Studies from Wolverhampton University.
Susan Ball has served as a director since February 2018. Ms. Ball also currently serves as a member of the board of directors at FSB Technology Group, a B2B omnichannel sports betting provider, and is a fellow of the Institute of Chartered Accountants in England and Wales. Ms. Ball previously served as a member of the board of directors at The Bannatyne Group, a premium U.K. health club and spa operator; Playtech Plc, a listed online global gaming software supplier; Kambi Group Plc, a listed sportsbetting technology provider, where she led the initial public offering in 2014; and Fig, a U.K. venture capital group. From January 2011 to June 2013, Ms. Ball served as Chief Financial Officer at MOO.com, a global online digital print business. Ms. Ball also served as Chief Financial Officer at Bookatable.com during 2010, and at Praesepe Plc, a U.K.-listed B2B gambling company from April 2007 to December 2009. From 2003 to 2008, Ms. Ball served as Chief Financial Officer at Kindred Group Plc (where she led the initial public offering of Unibet Group). Prior to this, Ms. Ball served at BrightVenture Enterprises from 2000 to 2003, a private investment vehicle which she founded, and as Finance Director of U.K.-listed Burnden Leisure Plc (formerly Mosaic Investments Plc) from 1991 to 1999. Ms. Ball began her career at Ernst & Young, where she qualified as a Chartered Accountant in 1986. Ms. Ball holds a BA (Hons) in Accountancy from Birmingham University and has completed the London Business School Corporate Finance Programme.
Fredrik Burvall has served as a director since December 2017. Mr. Burvall also currently serves as Chairman of the board of directors at M.O.B.A Network AB (Plc) and Speqta AB (Plc), and as a board member at Enteractive Malta Ltd and Aspire Global. Mr. Burvall is also the Chief Executive Officer/Owner at The Networked Nation—tNN AB, where he has served in that role since May 2017. Previously, Mr. Burvall served in several roles at Cherry AB, including as Strategic Advisor from March 2017 to July 2017, as Chief Executive Officer from May 2015 to February 2017, as Acting Chief Executive Officer from December 2014 to May 2015 and as Chief Final Officer, Deputy CEO from September 2006 to March 2015. From February 2004 to September 2006, Mr. Burvall served as Manager of Business Control at Modern Times Group, Viasat AB. Mr. Burvall previously served as Chief Financial Officer at Ericsson Technology Licensing AB from 2001 to 2004, and he also worked in Business Control at Ericsson from
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January 1998 to January 2001. Mr. Burvall holds an MBA in Economics from Stockholm University and also holds a BA in Economics from Örebro University.
Gregg Michaelson has served as a director since September 2019. Mr. Michaelson also currently serves as a member of the board of directors at Health Recovery Solutions, Ringmaster Technologies, Inc., Purple Lab, PathFactory, and Wyng. Mr. Michaelson is a Partner at Edison Partners, a Princeton, New Jersey based private equity firm where he has served in that role since June 2015. From November 2011 to May 2015, he served as Chief Executive Officer at Linkwell Health, a healthcare consumer engagement company. From October 2001 to November 2011, Mr. Michaelson served as President and Chief Marketing Officer at Rodale, a global health and wellness content and performance marketing company. Mr. Michaelson served as Vice President, Marketing at American Family Enterprises, a Time Warner affiliate, from June 1996 to September 2001. Mr. Michaelson began his career at Reader’s Digest Association from August 1992 to April 1996, where he served in various marketing and financial roles. Mr. Michaelson holds an MBA in Finance from New York University—Leonard N. Stern School of Business and a BA from the University of Michigan.
Pär Sundberg has served as a director since February 2018. Mr. Sundberg also currently serves as Chairman of the board of directors at Brand New Content, and as a board member at SNÖ of Sweden and Speqta. Previously, Mr. Sundberg served as a member of the board of directors at G5 Entertainment AB, KOEN Media, AB Traction, Buzzador AB and IPS Förändringskompetens AB. From July 2010 to September 2011, Mr. Sundberg served as President and Chief Executive Officer at Metronome Film & Television AB, a Film and Television production company with operations in Sweden, Norway, Denmark, Finland and the U.S. From its inception in May 1996 to August 2009, Mr. Sundberg served as President and Chief Executive Officer of OTW, Sweden’s leading content marketing group of companies that he also co-founded. From January 2000 to November 2001, Mr. Sundberg served as a member of the board of directors of Stockholm News, a free daily newspaper that he co-founded. Previously, Mr. Sundberg served as a Reporter at Expressen from 1991 to 1996. Mr. Sundberg holds a M.Sc. degree in Industrial Engineering and Management from Luleå University of Technology.
Daniel J. D’Arrigo will serve on our board of directors following the completion of this offering. From 2007 to 2019, Mr. D’Arrigo served as the Executive Vice President and Chief Financial Officer of MGM Resorts International (NYSE: MGM), an S&P 500 global entertainment company with U.S. domestic and international locations, where he was responsible for the company’s world-wide financial functions. During this time, he led the initial public offering on the Hong Kong Stock Exchange of MGM China Holdings, LLC (HKSE:2282) in 2011 and the initial public offering on the New York Stock Exchange of MGM Growth Properties, LLC (NYSE: MGP) in 2016. From 1995 to 2007, Mr. D’Arrigo served in various finance and management roles at MGM, including oversight over MGM’s $6.4 billion acquisition of Mirage Resorts in 2000 and $7.3 billion acquisition of Mandalay Resort Group in 2005. Mr. D’Arrigo previously served as a member of the board of directors of MGM China Holdings, LLC from 2011 to 2019 and its audit committee from 2014 to 2019. He holds a Bachelor of Science in Business Administration—Accounting from West Virginia University.
Corporate Governance Practices
Under Nasdaq rules, a foreign private issuer, such as us, may generally follow its home country rules with regard to corporate governance in lieu of the comparable requirements of the applicable Nasdaq rules, except for certain matters including, among others, the composition and responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC. We intend to rely on this “home country practice exemption” with respect to the following:
| ∎ | Exemption from quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under Jersey law. In accordance with generally accepted business practice, our amended and restated memorandum and articles of association to be in effect upon closing of this offering will provide alternative quorum requirements that are generally applicable to meetings of shareholders; |
| ∎ | Exemption from the Nasdaq corporate governance rules requiring disclosure within four business days of any determination to grant a waiver of the Code of Business Conduct and Ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules; and |
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| ∎ | Exemption from the requirement to obtain shareholder approval for certain issuances of securities, including shareholder approval of equity incentive plans. |
We otherwise intend to comply with the rules generally applicable to U.S. domestic companies listed on the Nasdaq. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the other Nasdaq corporate governance rules.
We intend to take all actions necessary for us to maintain compliance as an FPI under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and Nasdaq listing rules. Accordingly, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. For an overview of our corporate governance principles, see the section titled “Description of Share Capital—Differences in Corporate Law.”
Board of Directors
Our board of directors currently consists of six members. Our board of directors has determined that four of our six directors, Susan Ball, Fredrik Burvall, Gregg Michaelson and Pär Sundberg, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq. Our board has determined that Daniel J. D’Arrigo does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that he is “independent” as that term is defined under the rules of Nasdaq. Following the listing of our ordinary shares on Nasdaq, we expect our board of directors to consist of seven members. There are no family relationships among any of our directors or senior management.
In accordance with our amended and restated memorandum and articles of association to be in effect upon closing of this offering, our board of directors will be divided into three classes, each consisting of an equal number of directors to the maximum extent possible and serving for a three-year term. Each of our directors retires from office at the annual meeting at which their class’s term expires, but shall be eligible for reappointment by ordinary resolution at such annual general meeting. In each case, where a director is re-appointed, the director shall be entitled to serve until the annual general meeting of shareholders three years later. At the third annual general meeting of shareholders, where a director is re-appointed, they shall be entitled to serve until the third annual general meeting falling after the third annual general meeting. At each succeeding annual general meeting following the third annual general meeting, directors shall be elected to serve for a term of three years to succeed the directors of the class whose terms expire at such annual general meeting. If a vacated office is not filled, the retiring director, if willing to act, shall be deemed to be re-elected, unless at the meeting a resolution is passed not to fill the vacancy or to elect another person in his place or unless the resolution to re-elect such director is put to the meeting and lost. See “Description of Share Capital—Board of Directors—Appointment of Directors.”
Our directors will be divided among the three classes as follows:
| ∎ | the Class I directors will be Susan Ball and Fredrik Burvall, and their terms will expire at the annual general meeting of shareholders to be held in 2022; |
| ∎ | the Class II directors, will be Gregg Michaelson and Pär Sundberg, and their terms will expire at our annual meeting of shareholders to be held in 2023; and |
| ∎ | the Class III directors will be Mark Blandford, Charles Gillespie and Daniel J. D’Arrigo, and their terms will expire at our annual meeting of shareholders to be held in 2024. |
In addition, our amended and restated memorandum and articles of association allow our board of directors to appoint directors, create new directorships or fill vacancies on our board of directors, for a term of office equal to the remaining period of the term of office of the director(s) whose office(s) have been vacated. The board has established an audit committee, a compensation committee and a nominating and corporate governance committee.
Audit Committee
Our audit committee currently consists of Susan Ball and Fredrik Burvall. Susan Ball serves as the Chairman of the audit committee. Following the listing of our ordinary shares on Nasdaq, our audit committee is expected to consist of Susan Ball, Fredrik Burvall and Daniel J. D’Arrigo.
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Under the Nasdaq listing requirements and applicable SEC rules, the audit committee will be required to have at least three members, all of whom must be independent, subject to exemptions available to foreign private issuers. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq corporate governance rules. Our board of directors has determined that Susan Ball, Fredrik Burvall and Daniel J. D’Arrigo are each an audit committee financial expert as defined by the SEC rules and each has the requisite financial sophistication as defined by Nasdaq corporate governance rules. Each of the members of the audit committee is or is expected to be “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act of 1934 and the Nasdaq listing requirements, which is different from the general test for independence of board and committee members.
Our audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management.
Our board of directors has adopted an audit committee charter to be effective upon the listing of our shares on Nasdaq that will set forth the responsibilities of the audit committee consistent with the rules of the SEC and Nasdaq rules, including the following:
| ∎ | oversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors; |
| ∎ | recommending the engagement or termination of the person filling the office of our internal auditor; |
| ∎ | recommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; |
| ∎ | reviewing and discussing with the executive officers, the board of directors and the independent auditor our financial statements and our financial reporting process; |
| ∎ | reviewing our compliance with laws and regulations, including major legal and regulatory initiatives, and also reviewing any major litigation or investigations against us that may have a material impact on our financial statements; and |
| ∎ | approving or ratifying any related person transaction (as defined by applicable rules and regulations) in accordance with our applicable policies. |
Compensation Committee
Our compensation committee consists of Susan Ball, Gregg Michaelson and Pär Sundberg. Pär Sundberg serves as the Chairman of the compensation committee. All of the members of our compensation committee satisfy the independence requirements under the Nasdaq rules. The committee will recommend to the board of directors for determination the compensation of each of our executive officers and directors. Under SEC and Nasdaq rules, there are heightened independence standards for members of the compensation committee.
Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee, which include:
| ∎ | the responsibilities set forth in the compensation policy; |
| ∎ | reviewing and approving the granting of options and other incentive awards to the extent such authority is delegated by our board of directors; and |
| ∎ | reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors. |
Nominating and Governance Committee
Following the listing of our ordinary shares on Nasdaq, our nominating and governance committee is expected to consist of Susan Ball, Fredrik Burvall, Daniel J. D’Arrigo and Pär Sundberg. Daniel J. D’Arrigo is expected to serve as
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Chairman of our nominating and governance committee. Our board of directors has adopted a nominating and governance committee charter to be effective upon the listing of our shares on the Nasdaq that will set forth the responsibilities of the nominating and governance committee, which include:
| ∎ | overseeing and assisting our board in reviewing and recommending nominees for election as directors; |
| ∎ | reviewing and evaluating the size and composition of our board of directors; |
| ∎ | assessing the performance of the members of our board of directors; and |
| ∎ | establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our board of directors a set of corporate governance guidelines applicable to our company. |
Insurance and Indemnification of Directors and Officers
To the extent permitted by the Jersey Companies Law, we are empowered to indemnify our directors against any liability they incur by reason of their directorship. We intend to obtain directors and officers liability insurance for the benefit of our office holders and intend to continue to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Jersey Companies Law. We also expect to enter into an indemnification agreement with each of our directors and executive officers prior to the completion of this offering.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to our board of directors, executive officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Code of Business Conduct and Ethics
We intend to adopt a Code of Business Conduct and Ethics applicable to all of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, controller or principal accounting officer, or other persons performing similar functions, which is a “code of ethics” as defined in Item 16B of Form 20-F promulgated by the SEC. Upon the effectiveness of the registration statement of which this prospectus forms a part, the full text of the Code of Business Conduct and Ethics will be posted on our website at www.gambling.com/corporate. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus and is not incorporated by reference herein. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. Under Item 16B of the SEC’s Form 20-F, if a waiver or amendment of the Code of Business Conduct and Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we are required to disclose such waiver or amendment on our website in accordance with the requirements of Instruction 4 to such Item 16B.
Compensation of Officers and Directors
The aggregate compensation paid and share-based compensation and other payments expensed by us and our subsidiaries to our directors and executive officers with respect to the year ended December 31, 2020 was $1,625,000.
During the year ended December 31, 2020 and the three months ended March 31, 2021, we had one performance-based compensation program, which is described in further detail below under the section titled “Equity Incentive Plans.”
For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to emerging growth companies to disclose the compensation of our Chief Executive Officer and other two most highly compensated executive officers on an individual, rather than an aggregate, basis.
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Directors’ Service Contracts
There are no arrangements or understandings between us, on the one hand, and any of our directors, on the other hand, providing for benefits upon termination of their employment or service as directors of our company.
Equity Incentive Plans
We have historically granted options (incentive stock options and non-qualified stock options) and warrants to incentivize employees and other service providers under our equity incentive plans. There are currently 485,000 options and 250,000 warrants currently outstanding under the Gambling.com Group Plc 2020 Stock Incentive Plan, or the 2020 Plan, all of which were granted in either November or December 2020. The outstanding options under the 2020 Plan typically vest over four years as follows: 25% of the options vest on the 1 year anniversary of the grant date, with 1/48th of the total number of options vesting monthly thereafter, in each case, subject to the grantee’s continued employment or service with us on each vesting date. The outstanding warrants under the 2020 Plan are vested and exercisable four years from the grant date. 150,000 warrants were granted to our independent directors in 2018 under the Gambling.com Group Plc Independent Director Options Program 2018, all of which were exercised or repurchased in June 2020.
2020 Stock Incentive Plan and Its Supplements
Effective Date and Shares Reserved. The 2020 Plan as amended and restated on July 6, 2021, which became effective on the date on which it was adopted by our board of directors and will continue in effect until terminated or suspended by our board of directors. No awards may be granted under the 2020 Plan after the expiration of four years from the earlier of the date on which the 2020 Plan was (i) adopted by our board of directors and (ii) approved by our shareholders. The 2020 Plan provides for the grant of stock options, warrants, and other stock-based awards to our employees, officers, directors (including non-executive directors), and consultants and advisors. The maximum aggregate number of shares that may be granted initially under the 2020 Plan is 1,500,000 shares. The shares reserved for issuance under the 2020 Plan will be increased on the first day of each calendar year in an amount equal to 2% of the total number of shares outstanding on the last day of the immediately preceding calendar year, unless otherwise determined by the board prior to the increase. The maximum amount of shares that may be granted to a non-employee director shall not exceed $500,000 in total value. If any award expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part, such shares will again be available for the grant under the 2020 Plan. In addition, shares tendered to us to exercise an award will be added to the number of shares of available for grant under the 2020 Plan.
Plan Administration. Our board of directors or a committee established by our board of directors administers the 2020 Plan, and the administrator has the authority to (i) select eligible grantees, (ii) determine the amount of the grant, terms, conditions, restrictions and limitations applicable to each award, (iii) construe, interpret, adopt, amend, and repeal administrative rules, guidelines, and practices relating to the 2020 Plan, (iv) accelerate the vesting or distribution date (if applicable) of any award and (v) establish the sub-plans as it deems necessary or appropriate to conform to requirements or practices of jurisdictions outside of the U.S.
Types and Terms and Conditions of Awards. The administrator may grant awards intended to qualify as an incentive stock option, non-qualified stock option, warrants, or other stock-based awards permissible by applicable laws. The maximum amount of shares that may be issued through the exercise of incentive stock options granted under the 2020 Plan is 1,500,000 shares. The 2020 Plan requires that incentive stock options and warrants have an exercise price that is not less than 100% of the fair market value of a share underlying such options. With respect to incentive stock options the exercise price may be not less than 110% of the fair market value in case of a grantee who at the time of the grant owns shares possessing more than 10% of the total combined voting power of all classes of our shares on the date of grant.
The exercise period of an option award will be determined by the administer in the applicable option agreement, but in no event may the exercise period be more than ten years from the grant date, or seven years in case of grantees employed in Ireland. In addition, each option will be subject to vesting (in whole or in part) over a period of four years, upon the terms and conditions determined by the administer in the applicable option agreement. The exercise period of a warrant will be determined by the administer in the applicable option agreement, provided that the exercise period is no less than two years and no more than four years after the grant date.
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Adjustment Provisions. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to shareholders other than an ordinary cash dividend, the administrator shall have the authority to make equitable adjustments as to (i) the number and class of securities available under the 2020 Plan, (ii) the number and class of securities subject to any outstanding option, (iii) the number and class of securities subject to any outstanding warrant and (iv) the exercise price per share covered by any awards, unless the grantee is a California resident, whose securities shall be adjusted proportionately following the abovementioned triggering events. In addition, if the strike price and number of shares covered by any outstanding option or warrant are adjusted as of the distribution date of any stock dividend, then a grantee having exercised an option or warrant between the record date and the distribution date for such stock dividend will be entitled to the stock dividend with respect to any shares acquired through exercising such options or warrants.
Upon a change in control (as defined in the 2020 Plan), the administrator may (i) agree that some or all of the outstanding awards will be assumed or substituted by the surviving company on substantially equivalent terms and conditions as the original award, (ii) accelerate the vesting of awards, (iii) grant awards in substitution for awards granted by another entity in connection with our merger or consolidation of that entity or (iv) settle some or all of the awards in cash, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof) and (vi) any combination of the foregoing.
Amendment and Termination. The board of directors may amend, modify or terminate any outstanding award, provided that the grantee’s consent to such action will be required unless it would not materially and adversely affect the grantee. The board of directors may, without shareholder approval, reprice stock options and cancel any outstanding award and grant in substitution new awards under the 2020 Plan covering the same or a different number of ordinary shares and having an exercise price per share lower than the then-current exercise price per share of the cancelled award.
Miscellaneous Provisions. Options granted under the 2020 Plan are not transferable other than by will or the laws of descent and distribution. No fractional shares shall be issued or delivered under the 2020 Plan. Warrants are transferable to the extent permissible by applicable laws, but we retain the right of first refusal. The right to exercise any awards will be terminated within a fixed period as determined by the administrator after the termination of a grantee’s employment with us. For the purposes of complying with California law, we allow California grantees to exercise their options until at least 30 days from the termination date unless such grantee’s employment is terminated for cause.
Senior Executive Officer Performance Option Awards
The board of directors has approved, subject to the achievement of a successful listing, a 10-year performance award for each of Charles Gillespie and Kevin McCrystle (each referred to in this summary as an “Optionee”) that is designed to incentivize their continued leadership of the Company over the long-term, or the Performance Option Awards. The key terms of the Performance Option Awards are set out below Performance Option Award Value. The total number of the ordinary shares of the Company underlying each Performance Option Award will be a number equal to approximately 6% of the ordinary shares of the Company outstanding immediately after this offering, divided equally among 12 separate tranches. The number of shares underlying each Performance Option Award in each tranche is equivalent to 0.5% of the ordinary shares of the Company outstanding immediately after this offering and, therefore, the total number of shares underlying each Performance Option Award is equivalent to 6% of the total number of the ordinary shares of the Company outstanding after this offering, with the total number of shares underlying the Performance Option Awards being equal to 12% of the total number of ordinary shares of the Company outstanding after this offering.
Equity Type. The Performance Option Awards are comprised of performance-based nonqualified stock options. The Optionees will receive compensation from the Performance Option Awards only to the extent that the Company achieves the applicable performance milestones. The Performance Option Awards will not be made under an equity incentive plan, such as the Company’s 2020 Share Incentive Plan, as amended.
Exercise Price. The exercise price of the Performance Option Awards is the initial public offering price of the Company’s ordinary shares on the Nasdaq Global Select Market.
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Award Vesting / Milestones. Each of the 12 tranches of the Performance Option Awards will vest upon certification by the board of directors that each of the Market Capitalization Milestone for such tranche has been met. There are 12 Market Capitalization Milestones, each one requiring an incremental increase in the Company’s market capitalization, initially to $500 million and by increments of $500 million thereafter, with each incremental increase being approximately equivalent to the Company’s approximate market capitalization of $500 million in late 2021 (each, a “Market Capitalization Milestone”). To meet all 12 Market Capitalization Milestones, the Company will have to add approximately $6 billion to its current market capitalization. Except in a change in control situation, measurement of the Market Capitalization Milestones will be based on both (i) a six calendar month trailing average of the Company’s share price as well as (ii) a 30 calendar day trailing average of the Company’s share price, in each case based on trading days only, and will thus require sustained market capitalization appreciation to be met.
Term of Award / Post-Termination of Employment Exercise Period. The term of the Performance Option Awards is 10 years from the date of the grant, unless the Optionee’s employment with the Company is terminated prior to such date. Accordingly, the Optionee has until the tenth anniversary of the date of the grant to exercise any portion of the award that has vested on or prior to such date, provided that he remains employed at the Company. Additionally, the Optionee has up to one year following the termination of his employment with the Company to exercise any portion of the award that vested prior to such termination, subject to any earlier expiration of the Performance Option Awards on the tenth anniversary of the date of the grant. Further, the award also may terminate earlier in connection with a change in control event of the Company, as described further below.
Post-Exercise Holding Period. The Optionee must hold shares that he acquires upon exercise of the award for three years post-exercise (except for shares used to pay exercise price and tax withholdings, or in certain other limited circumstances described further below), or such other holding period as agreed by the board of directors and the Optionee in writing.
Employment Requirement for Continued Vesting. The Optionee must continue to lead the Company’s management at the time each milestone is met in order for the corresponding tranche to vest under the Performance Option Award. Specifically, in the case of Charles Gillespie, he must be serving as the Company’s Chief Executive Officer or any other full-time C-level officer of the Company as agreed by the board of directors and the Participant. In the case of Kevin McCrystle, he must be serving as the Company’s Chief Operating Officer or any other full-time C-level officer of the Company as agreed by the board of directors and the Participant.
Termination of Employment. There will be no acceleration of vesting of the Performance Option Award if the employment of the Optionee is terminated, or if he dies or becomes disabled. In other words, termination of the Optionee’s employment with the Company will preclude his ability to earn any then - unvested portion of the Performance Option Award following the date of his termination. Vesting of the Performance Option Award will be suspended in the event of any leave of absence by the Optionee.
Change in Control of the Company. If the Company experiences a change in control event, such as a merger with or purchase by another company, vesting under the Performance Option Award will not automatically accelerate. In a change in control situation, the achievement of the milestones will be based solely on the Market Capitalization Milestones, with the measurement of the Company’s market capitalization determined by the product of the total number of outstanding ordinary shares of the Company immediately before the change in control multiplied by the greater of the last closing price of a share of the Company ordinary shares before the effective time of the change in control or the per share price (plus the per share value of any other consideration) received by the Company’s shareholder in the change in control. The treatment of the award upon a change in control is intended to align the Optionee’s interests with the Company’s other shareholders with respect to evaluating potential takeover offers.
Clawback. In the event of a restatement of the Company’s financial statements previously filed with the SEC, or the restated financial results, and if a lesser portion of the Performance Option Award would have vested based on the restated financial results, then the Company will require forfeiture (or repayment, as applicable) of the portion of the Performance Option Awards that would not have vested based on the restated financial results (less any amounts the Optionee may have paid to the Company in exercising any forfeited awards). The Performance Option Awards also will be subject, if more stringent than the foregoing, to any current or future the Company’s clawback policy applicable to equity awards, provided that the policy does not discriminate solely against the Optionee except as required by applicable law.
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PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth information with respect to the beneficial ownership of our shares as of the date of this prospectus and after this offering by (i) each person or entity known by us to own beneficially own 5% or more of our outstanding shares; (ii) each of our directors and executive officers individually; (iii) all of our executive officers and directors as a group; and (iv) the selling shareholders.
The beneficial ownership of ordinary shares is determined in accordance with the rules of the SEC and generally includes any ordinary shares over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. For purposes of the table below, we deem shares subject to options that are currently exercisable or exercisable within 60 days of March 31, 2021, to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned prior to the offering is based on 28,556,422 ordinary shares outstanding as of March 31, 2021. We have also set forth below information known to us regarding any significant change in the percentage ownership of our ordinary shares by any major shareholders during the past three years. A description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates within the past three years is included under the heading “Certain Relationships and Related Party Transactions.”
As of March 31, 2021, we had 8 holders of record of our ordinary shares in the U.S. These shareholders held in the aggregate 33% of our outstanding ordinary shares.
All of our shareholders, including the shareholders listed below, have the same voting rights attached to their ordinary shares. See “Description of Share Capital—Voting Rights.” Following the closing of this offering, neither our principal and selling shareholders nor our directors and executive officers have different or special voting rights with respect to their ordinary shares. Unless otherwise noted below, each director’s, officer’s and shareholder’s address is Gambling.com Group Limited, 22 Grenville Street, St. Helier, Channel Island of Jersey JE4 8PX.
| NAME OF BENEFICIAL OWNER |
SHARES BENEFICIALLY OWNED PRIOR TO OFFERING |
SHARES TO BE SOLD IN OFFERING |
SHARES BENEFICIALLY OWNED AFTER OFFERING WITHOUT EXERCISE OF UNDERWRITERS’ OPTION |
SHARES BENEFICIALLY OWNED AFTER OFFERING WITH FULL EXERCISE OF UNDERWRITERS’ OPTION |
||||||||||||||||||||||||
| NUMBER | % | NUMBER | % | NUMBER | % | |||||||||||||||||||||||
| 5% Shareholders |
||||||||||||||||||||||||||||
| Edison Partners IX, LP (1) |
5,556,588 | 19.46 | 607,929 | 4,948,659 | 14.64 | 4,948,659 | 14.64 | |||||||||||||||||||||
| Gerard J. Hall |
2,006,975 | 7.03 | 219,577 | 1,787,398 | 5.29 | 1,787,398 | 5.29 | |||||||||||||||||||||
| Other Selling Shareholder |
||||||||||||||||||||||||||||
| William Hanson |
148,655 | * | — | 148,655 | * | 118,924 | * | |||||||||||||||||||||
| Executive Officers and Directors |
||||||||||||||||||||||||||||
| Mark Blandford (2) |
13,001,878 | 45.53 | 1,422,494 | 11,579,384 | 34.25 | 11,579,384 | 34.25 | |||||||||||||||||||||
| Charles Gillespie |
5,086,209 | 17.81 | — | 5,086,209 | 15.05 | 4,240,418 | 12.54 | |||||||||||||||||||||
| Kevin McCrystle |
1,072,441 | 3.76 | — | 1,072,441 | 3.17 | 857,953 | 2.54 | |||||||||||||||||||||
| Elias Mark |
— | — | — | — | — | — | — | |||||||||||||||||||||
| Johannes Bergh |
— | — | — | — | — | — | — | |||||||||||||||||||||
| Ellen Monaghan |
— | — | — | — | — | — | — | |||||||||||||||||||||
| Susan Ball |
45,476 | * | — | 45,476 | * | 36,381 | * | |||||||||||||||||||||
| Fredrik Burvall |
64,004 | * | — | 64,004 | * | 51,204 | * | |||||||||||||||||||||
| Gregg Michaelson |
— | — | — | — | — | — | — | |||||||||||||||||||||
| Pär Sundberg |
65,476 | * | — | 65,476 | * | 52,381 | * | |||||||||||||||||||||
| Daniel J. D’Arrigo (3) |
— | — | — | — | — | — | — | |||||||||||||||||||||
| All executive officers and directors as a group (10 persons) |
19,335,484 | 67.71 | % | 1,422,494 | 17,912,990 | 52.99 | 16,817,721 | 49.75 | ||||||||||||||||||||
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| * | Less than 1%. |
| (1) | 5,556,588 ordinary shares held by Edison Partners IX, LP. Edison IX GP LLC is the general partner of Edison Partners IX, LP and controls voting, dispositive and investment power with respect to the ordinary shares held by Edison Partners IX, LP. Christopher Sugden, Ryan Ziegler, Thomas Vander Schaaff, Michael Kopelman and Lenard Marcus are the managing members of Edison IX GP LLC, and Mr. Sugden is also the managing partner of Edison IX GP LLC. Each of Mr. Sugden, Mr. Ziegler, Mr. Vander Schaaff, Mr. Kopelman and Mr. Marcus may be deemed to have voting and dispositive power over the ordinary shares held by Edison Partners IX, LP and disclaims any such beneficial ownership other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The address for Edison Partners IX, LP is 281 Witherspoon Street, Princeton, NJ 08540. |
| (2) | Consists of (i) 5,001,878 ordinary shares held of record by Mr. Blandford and (ii) 8,000,000 ordinary shares held by Boatside Investments. Mr. Blandford controls voting, dispositive and investment power with respect to the ordinary shares held by Boatside Investments and therefore may be deemed to beneficially own the ordinary shares held by Boatside Investments. |
| (3) | Mr. D’Arrigo has accepted our appointment to be a director of our company, effective upon the completion of this offering. |
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Our policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred.
Rights of Appointment
Our current board of directors consists of six directors. Pursuant to our memorandum and articles of association in effect prior to our initial public offering, Edison Partners IX, LP, or Edison, one of our shareholders, had rights to appoint one member of our board of directors as long as Edison holds at least 12.5% of our issued share capital, subject to certain limitations.
As of the date of this prospectus, we are not a party to, and are not aware of, any voting agreements among our shareholders.
Agreements with Directors and Officers
Employment agreements. Prior to the completion of this offering, we intend to enter into amended and restated executive engagement agreements with Mr. Gillespie, our Chief Executive Officer, and Mr. McCrystle, our Chief Operating Officer; we also intend to enter into a new executive engagement agreement with Mr. Mark, our Chief Financial Officer, or the executive engagement agreements. The executive engagement agreements continue until terminated in accordance with their terms, subject to the payment of severance by the Company on certain terminations of employment. The executive engagement agreements also include restrictive covenants, including non-competition and non-solicitation covenants in relation to our business and employees.
Indemnification and insurance. Our amended and restated memorandum and articles of association permit us to indemnify and insure certain of our office holders to the fullest extent permitted by the laws of Jersey. We also expect to enter into an indemnification agreement with each of our directors and executive officers prior to the completion of this offering. See “Management—Insurance and Indemnification of Directors and Officers.”
Share Subscription Agreement
In October 2019, we issued an aggregate of 2,291,543 of our ordinary shares to Edison for gross proceeds of $6.98 million. As part of the transaction, Edison also received from us, subject to the other shareholders’ pre-emption rights, warrants to purchase up to 985,610 of our ordinary shares at an exercise price of $3.04 per share. In October 2020, we cancelled these warrants and granted Edison the rights to subscribe to our ordinary shares on substantially the same terms. Pursuant to these rights, in December 2020, we entered into a share subscription agreement with Edison and certain of our existing shareholders (including some of our executive officers and board of directors such as Charles Gillespie, Kevin McCrystle, and Mark Blandford) based on their pre-emptive rights, and certain other parties thereto, pursuant to which we issued and sold an aggregate of 985,610 of our ordinary shares for cash proceeds of $3.00 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity,” Note 12—Shares Option and Warrants Reserve, and Note 23—Related Party Transactions to our consolidated financial statements for additional details.
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The following descriptions of share capital and provisions of our amended and restated memorandum and articles of association are summaries and are qualified by reference to the amended and restated memorandum and articles of association of the company to be effective upon the closing of this offering. A copy of this document will be filed with the SEC as an exhibit to our registration statement, of which this prospectus forms a part. The description of the ordinary shares reflects changes to our capital structure that will occur upon the closing of this offering.
General
We are a Jersey public company with limited liability. Our affairs are governed by the amended and restated memorandum and articles of association and the Jersey Companies Law. Our register of members is held at 22 Grenville Street, St Helier, Jersey JE4 8PX and our U.S. branch register is kept by American Stock Transfer & Trust Company. Our registered office is 22 Grenville Street, St Helier, Jersey JE4 8PX. Our secretary is Mourant Secretaries (Jersey) Limited.
Our authorized share capital is an unlimited number of shares of one class designated as ordinary shares, with no par value. As of March 31, 2021, there were 28,556,422 ordinary shares issued and outstanding and no preferred shares have been issued.
Shares
General
Mourant Ozannes (Jersey) LLP, Jersey counsel to the Company, has confirmed that all of the issued and outstanding ordinary shares of the Company are fully paid and non-assessable. Certificates representing the outstanding ordinary shares of the Company are generally not issued (unless required to be issued pursuant to the amended and restated memorandum and articles of association) and legal title to the issued shares is recorded in registered form in the register of members. Holders of ordinary shares of the Company have no pre-emptive, subscription, redemption or conversion rights.
Preferred Shares
The board of directors may provide for other classes of shares, including series of preferred shares, out of the authorized but unissued share capital, which could be utilized for a variety of corporate purposes, including future offerings to raise capital for corporate purposes or for use in employee benefit plans. Such additional classes of shares will have such voting powers (full or limited or without voting powers), designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as may be determined by the board of directors. If any preferred shares are issued, the rights, preferences and privileges of holders of ordinary shares will be subject to, and may be adversely affected by, the rights of the holders of such preferred shares.
Dividends
The holders of ordinary shares are entitled to such dividends as may be declared by the board of directors of the Company, subject to the Jersey Companies Law and the amended and restated memorandum and articles of association. Dividends and other distributions on issued and outstanding ordinary shares may be paid out of the funds of the Company lawfully available for such purpose, subject to any preference of any outstanding preferred shares. Dividends and other distributions that are declared will be distributed among the holders of ordinary shares on a pro rata basis.
Voting Rights
Each ordinary share entitles the holder to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders’ meeting is by way of poll.
A quorum for a general meeting of shareholders requires the presence in person or by proxy of at least two qualifying persons (i.e., shareholders) entitled to vote, except at a separate general meeting, where the quorum is two qualifying persons (i.e., shareholders) present in person or by proxy and entitled to vote representing at least one-third in number of the issued shares of the class being varied (except for an adjourned general meeting for the variation of rights where the quorum is one qualifying person (i.e., shareholder) entitled to vote thereat).
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A special resolution is required for important matters such as an alteration of capital, merger or consolidation of the Company, change of name or making changes to the amended and restated memorandum and articles of association or the voluntary winding up of the Company.
A total special majority resolution is required for the removal of directors for cause and the amendment of the provisions of the amended and restated memorandum and articles of association relating to shareholder written consents, the classification of our board of directors, the filling of vacancies on our board of directors, the removal of members of our board of directors, the indemnification of directors and officers and the unsuitability of certain persons (as discussed below).
An ordinary resolution of the shareholders requires the affirmative vote of a simple majority of the votes cast at a quorate general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast at a quorate general meeting and a total special majority resolution is the affirmative vote at a general meeting of the Company by the holders of two thirds of the total voting rights represented by the then total issued shares in the capital of the Company.
Variation of Rights
The rights attached to any class of shares (unless otherwise provided by the terms of issue of that class), such as voting, dividends and the like, may be varied only with the sanction of a special resolution passed at a general or special meeting. The rights conferred upon the holders of the shares of any class shall not (unless otherwise provided by the terms of issue of that class) be deemed to be varied by the creation or issue of further shares ranking in priority to or pari passu with such previously existing shares.
Transfer of Ordinary Shares
Any shareholder may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form prescribed by Nasdaq, as the designated stock exchange under the amended and restated memorandum and articles of association, or as otherwise approved by the board of directors.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares of the Company shall be distributed among the holders of the ordinary shares of the Company on a pro rata basis.
Directors
Appointment and Removal
The management of the Company is vested in its board of directors. The amended and restated memorandum and articles of association provide that there shall be a board of directors consisting of no fewer than three unless otherwise determined by an ordinary resolution of the shareholders in a general meeting. Currently, the board consists of six directors. So long as shares of the Company are listed on the Nasdaq, the board of directors of the Company shall include such number of “independent directors” as the relevant rules applicable to the listing of such shares on Nasdaq require (subject to any applicable exceptions for “controlled” companies).
The directors are divided into three classes designated as Class I, Class II and Class III, respectively. At the first annual general meeting of shareholders of the Company (expected in 2022), the term of office of the Class I directors will expire and Class I directors will be elected for a full term of three years. At the second annual general meeting of shareholders of the Company (expected in 2023), the term of office of the Class II directors will expire and Class II directors will be elected for a full term of three years. At the third annual general meeting of shareholders of the Company (expected in 2024), the term of office of the Class III directors will expire and Class III directors will be elected for a full term of three years. At each succeeding annual general meeting of shareholders of the Company, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual general meeting.
Ordinary shareholders may nominate directors pursuant to the advance notice provisions of the amended and restated memorandum and articles of association (including the requirements for timely notice and other obligatory information regarding the nominating shareholder and the nominee). The directors of the Company shall ensure that
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any individual nominated pursuant to the amended and restated memorandum and articles of associatio shall be nominated for election as a director at the next general meeting of the Company. In respect of any position on the board of directors that is not entitled to be nominated pursuant to the amended and restated memorandum and articles of association the directors shall have the right to nominate an individual for election as a director at the next general meeting of the Company. In both cases, such individual shall be appointed if approved by ordinary resolution at such general meeting. If a vacancy arises on the board of directors, the vacancy may be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, and not by the vote of shareholders.
A director may be removed from office by the holders of ordinary shares by total majority special resolution only for cause.
The appointment and removal of directors is also subject to the applicable rules of Nasdaq.
The detailed procedures for the nomination of persons proposed to be elected as directors at any general meeting of the Company are set out in the amended and restated memorandum and articles of association.
Indemnification of Directors and Officers
To the fullest extent permitted by law, the amended and restated memorandum and articles of association provide that the directors and officers of the Company shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices.
Other Jersey Law Considerations
Purchase of Own Ordinary Shares
As with declaring a dividend, we may not buy back or redeem our ordinary shares unless our directors who are to authorize the buyback or redemption have made a statutory solvency statement that, immediately following the date on which the buyback or redemption is proposed, the Company will be able to discharge its liabilities as they fall due and, having regard to prescribed factors, the Company will be able to continue to carry on business and discharge its liabilities as they fall due for the 12 months immediately following the date on which the buyback or redemption is proposed (or until the Company is dissolved on a solvent basis, if earlier).
If the above conditions are met, we may purchase ordinary shares in the manner described below.
We may purchase on a stock exchange our own fully paid ordinary shares pursuant to a special resolution of our shareholders specifying (a) the maximum number of ordinary shares to be purchased, (b) the maximum and minimum prices that may be paid and (c) a date, not being later than 5 years after the passing of the resolution, on which the authority to purchase is to expire.
We may purchase our own fully paid ordinary shares otherwise than on a stock exchange pursuant to a special resolution of our shareholders, but only if the purchase is made on the terms of a written purchase contract which has been approved in advance by an ordinary resolution of our shareholders. The shareholder from whom we propose to purchase or redeem ordinary shares is not entitled to vote in respect of the ordinary shares to be purchased.
We may fund a redemption or purchase of our own ordinary shares from any source. We cannot purchase our ordinary shares if, as a result of such purchase, only redeemable ordinary shares would remain in issue.
If authorized by a resolution of our shareholders, any shares that we redeem or purchase may be held by us as treasury shares. Any shares held by us as treasury shares may be cancelled, sold, transferred for the purposes of or under an employee share scheme or held without cancelling, selling or transferring them. Shares redeemed or purchased by us are cancelled where we have not been authorized to hold these as treasury shares.
Mandatory Purchases and Acquisitions
The Jersey Companies Law provides that where a person has made an offer to acquire a class or all of our outstanding ordinary shares not already held by the person and has as a result of such offer acquired or contractually agreed to acquire 90% or more in nominal value of such outstanding ordinary shares, that person is then entitled (and may be required) to acquire the remaining ordinary shares. In such circumstances, a holder of any such
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remaining ordinary shares may apply to the Jersey court for an order that the person making such offer not be entitled to purchase the holder’s ordinary shares or that the person purchase the holder’s ordinary shares on terms different to those under which the person made such offer.
Other than as described above and below under “U.K. City Code on Takeovers and Mergers,” we are not subject to any regulations under which a shareholder that acquires a certain level of share ownership is then required to offer to purchase all of our remaining ordinary shares on the same terms as such shareholder’s prior purchase.
Compromises and Arrangements
Where we and our creditors or shareholders or a class of either of them propose a compromise or arrangement between us and our creditors or our shareholders or a class of either of them (as applicable), the Jersey court may order a meeting of the creditors or class of creditors or of our shareholders or class of shareholders (as applicable) to be called in such a manner as the court directs. Any compromise or arrangement approved by a majority in number present and voting at the meeting representing 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon us and all the creditors, shareholders or members of the specific class of either of them (as applicable).
Whether the capital of the Company is to be treated as being divided into a single or multiple class(es) of shares is a matter to be determined by the court. The court may in its discretion treat a single class of shares as multiple classes, or multiple classes of shares as a single class, for the purposes of the shareholder approval referred to above taking into account all relevant circumstances, which may include circumstances other than the rights attaching to the shares themselves.
U.K. City Code on Takeovers and Mergers
The U.K. City Code on Takeovers and Mergers, or the Takeover Code, applies, among other things, (i) to an offer for a public company whose registered office is in the Channel Islands and whose securities are admitted to trading on a regulated market or a multilateral trading facility in the U.K. or any stock exchange in the Channel Islands or the Isle of Man, or (ii) if the company is a public company and is considered by the Panel on Takeovers and Mergers, or the Takeover Panel, to have its place of central management and control in the U.K. or the Channel Islands or the Isle of Man (in each case, a Code Company). This is known as the “residency test.” Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the U.K., the Channel Islands or the Isle of Man by looking at various factors, including the structure of our board of directors, the functions of the directors, and where they are resident.
If at the time of a takeover offer, the Takeover Panel determines that the residency test is satisfied and we have our place of central management and control in the U.K., we would be subject to the Takeover Code in full, which would result in certain restrictions and obligations including but not limited to the following: (i) our ability to enter into deal protection arrangements in favor of a bidder would be extremely limited; (ii) we might not be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) all due diligence information given to one bidder or potential bidders would be required to be provided to all other bidders or potential bona fide bidders. The Takeover Code also contains certain rules in respect of mandatory offers for Code Companies. Under Rule 9 of the Takeover Code, if a person:
| ∎ | acquires an interest in shares of a Code Company that, when taken together with shares in which persons acting in concert with such person are interested, carry 30% or more of the voting rights of the Code Company; or |
| ∎ | who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% and not more than 50% of the voting rights in the Code Company, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested, the acquirer, and, depending on the circumstances, its concert parties, |
would in each case be required (except with the consent of the Takeover Panel) to make a cash offer (or provide a cash alternative) for the Code Company’s outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.
Upon completion of this offering, we expect a majority of our board of directors to reside outside of the U.K., the Channel Islands and the Isle of Man. Based upon our current and intended plans for our directors and management,
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for the purposes of the Takeover Code, we anticipate that the residency test will not be met and that we will be considered to have our place of central management and control outside the U.K., the Channel Islands or the Isle of Man. Therefore, the Takeover Code should not apply to us. It is possible that in the future changes in the board composition, changes in the Takeover Panel’s interpretation of the Takeover Code, or other events may cause the Takeover Code to apply to us.
Rights of Minority Shareholders
Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the grounds that the conduct of our affairs, including a proposed or actual act or omission by us, is “unfairly prejudicial” to the interests of our shareholders generally or of some part of our shareholders, including at least the shareholder making the application. What amounts to unfair prejudice is not defined in the Jersey Companies Law. There may also be common law personal actions available to our shareholders.
Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating our affairs, requiring us to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of ordinary shares by us or by any of our other shareholders.
Jersey Regulatory Matters
The Jersey Financial Services Commission, or the JFSC, has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of our ordinary shares. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947 against any liability arising from the discharge of its functions under that law.
A copy of this prospectus has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 and the Jersey Registrar of Companies has given, and has not withdrawn, his consent to its circulation.
It must be distinctly understood that, in giving these consents, neither the Jersey Registrar of Companies nor the JFSC takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant, or other financial adviser.
The price of securities and the income from them can go down as well as up. Nothing in this prospectus or anything communicated to holders or potential holders of any of our ordinary shares (or interests in them) by or on behalf of the Company is intended to constitute or should be construed as advice on the merits of the purchase of or subscription for any ordinary shares (or interests in them) for the purposes of the Financial Services (Jersey) Law 1998.
The directors of the Company have taken all reasonable care to ensure that the facts stated in this prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the prospectus, whether of facts or opinion. All the directors of the Company accept responsibility accordingly.
Differences in Corporate Law
The applicable provisions of the Jersey Companies Law differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain differences between the provisions of the Jersey Companies Law applicable to us and the Delaware General Corporation Law relating to shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights and it is qualified in its entirety by reference to Delaware law and Jersey law.
| CORPORATE LAW ISSUE |
DELAWARE LAW |
JERSEY LAW | ||
| Special Meetings of Shareholders | Shareholders generally do not have the right to call meetings of shareholders unless that right is | Shareholders holding 10% or more of the company’s voting rights and entitled to vote at the relevant |
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| CORPORATE LAW ISSUE |
DELAWARE LAW |
JERSEY LAW | ||
| granted in the certificate of incorporation or by-laws.
However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder. |
meeting may legally require our directors to call a meeting of shareholders.
The JFSC may, at the request of any officer, secretary, or shareholder, call or direct the calling of an annual general meeting. Failure to call an annual general meeting in accordance with the requirements of the Jersey Companies Law is a criminal offense on the part of a Jersey company and its directors and secretary. | |||
| Interested Director Transactions | Interested director transactions are permissible and may not be legally voided if:
∎ either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital stock entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or
∎ the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders. |
An interested director must disclose to the company the nature and extent of any interest in a transaction with the company, or one of its subsidiaries, which to a material extent conflicts or may conflict with the interests of the company and of which the director is aware. Failure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit.
A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed. Although it may still order that a director account for any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into. | ||
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| CORPORATE LAW ISSUE |
DELAWARE LAW |
JERSEY LAW | ||
| Cumulative Voting | The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances. | There are no provisions in the Jersey Companies Law relating to cumulative voting. | ||
| Approval of Corporate Matters by Written Consent | Unless otherwise specified in a corporation’s certificate of incorporation, shareholders may take action permitted to be taken at an annual or special meeting, without a meeting, notice, or a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered. |
If permitted by the articles of association of a company, a written consent signed and passed by the specified majority of members may affect any matter that otherwise may be brought before a shareholders’ meeting, except for the removal of a company’s auditors. Such consent shall be deemed effective when the instrument, or the last of several instruments, is signed by the specified majority of members or on such later date as is specified in the resolution. | ||
| Business Combinations | With certain exceptions, a merger, consolidation, or sale of all or substantially all the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. | A sale or disposal of all or substantially all the assets of a Jersey company must be approved by the board of directors and, only if the articles of association of the company require, by the shareholders in general meeting. A merger involving a Jersey company must be generally documented in a merger agreement which must be approved by special resolution of the shareholders of that company. | ||
| Limitations on Director’s Liability and Indemnification of Directors and Officers | A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock purchases, or redemptions, or any transaction from which a | The Jersey Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty.
However, a Jersey company may exempt from liability, and indemnify directors and officers for, liabilities:
∎ incurred in defending any civil or criminal legal proceedings where:
∎ the person is either acquitted or receives a judgment in their favor; | ||
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| CORPORATE LAW ISSUE |
DELAWARE LAW |
JERSEY LAW | ||
| director derived an improper personal benefit. Moreover, these provisions would not be likely to bar claims arising under U.S. federal securities laws.
A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in defense of an action, suit, or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful. |
∎ where the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or
∎ where the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person’s resistance to the proceedings;
∎ incurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company;
∎ incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty, or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or
∎ incurred in a case in which the company normally maintains insurance for persons other than directors. | |||
| Appraisal Rights | A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction. | No appraisal rights. | ||
| Shareholder Suits | Class actions and derivative actions generally are available to the shareholders of a Delaware | Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the | ||
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| CORPORATE LAW ISSUE |
DELAWARE LAW |
JERSEY LAW | ||
| corporation for, among other things, breach of fiduciary duty, corporate waste, and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action. | ground that the conduct of a company’s affairs, including a proposed or actual act or omission by a company, is “unfairly prejudicial” to the interests of shareholders generally or of some part of shareholders, including at least the shareholder making the application.
Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders. There may be customary personal law actions available to shareholders which would include certain derivate and other actions to bring proceedings against the directors of the company as well as the company. | |||
| Inspection of Books and Records | All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder. | The register of shareholders and books containing the minutes of general meetings or of meetings of any class of shareholders of a Jersey company must during business hours be open to the inspection of a shareholder of the company without charge. The register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge. | ||
| Amendments to Charter | Amendments to the certificate of incorporation of a Delaware corporation require the affirmative | The memorandum of association and articles of association of a Jersey company may only be | ||
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| CORPORATE LAW ISSUE |
DELAWARE LAW |
JERSEY LAW | ||
| vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote. | amended by special resolution of shareholders of that company. |
Redemption Rights and Transfer Restrictions with Respect to Shares Held by Unsuitable Persons and Their Affiliates
The amended and restated memorandum and articles of association provide that any Equity Interest of the Company (meaning any ordinary share or any other equity or voting securities of the Company, or securities exchangeable or exercisable for, or convertible into, such other equity or voting securities of the Company) owned or controlled by a person who (i) fails or refuses to file any required application, or has withdrawn or requested the withdrawal of a pending required application, to be found suitable by any gambling authority or for any gambling license, (ii) is denied or disqualified from eligibility for any gambling license by any gambling authority, (iii) is determined by a gambling authority to be unsuitable or disqualified to own or control any Equity Interests of the Company, (iv) is determined by a gambling authority to be unsuitable to be affiliated, associated or involved with a person engaged in gambling activities in any gambling jurisdiction, (v) causes any gambling license of the Company or any affiliated company to be lost, rejected, rescinded, suspended, revoked or not renewed by any gambling authority, or causes the Company or any affiliated company to be threatened by any gambling authority with the loss, rejection, rescission, suspension, revocation or non-renewal of any gambling license (in each of (ii) through (v) above, regardless of whether such denial, disqualification or determination by a gambling authority is final and non-appealable), or (vi) is deemed likely, in the sole and absolute discretion of the Company’s board of directors, to (A) preclude or materially delay, impede, impair, threaten or jeopardize any gambling license held or desired in good faith to be held by the Company or any affiliated company or the Company’s or any affiliated company’s application for, right to the use of, entitlement to, or ability to obtain or retain, any gambling license, (B) cause or otherwise result in, the disapproval, cancellation, termination, material adverse modification or non-renewal of any material contract to which the Company or any affiliated company is a party, or (C) cause or otherwise result in the imposition of any materially burdensome or unacceptable terms or conditions on any gambling license of the Company or any affiliated company (each of such persons, an “Unsuitable Person”) or an affiliate of such person shall be subject to automatic sale and transfer to the Company or one or more third-party transferees (as defined in the amended and restated memorandum and articles of association) as and to the extent required by a gambling authority or deemed necessary or advisable by the Company’s board of directors in its sole and absolute discretion.
If a gambling authority requires the Company, or the Company’s board of directors deems it necessary or advisable, to cause any such Equity Interests to be automatically sold and transferred, the Company shall deliver a transfer notice (as described in the amended and restated memorandum and articles of association) to the Unsuitable Person or its affiliate(s) (as applicable) and shall purchase or cause one or more third-party transferees to purchase the number, class and series of shares of the Equity Interests of the Company specified in the transfer notice on the transfer date and for the purchase price determined in accordance with the amended and restated memorandum and articles of association and set forth in the transfer notice. From and after the transfer date, such Unsuitable Person or any affiliate of such Unsuitable Person shall cease to be a stockholder with respect to such Equity Interests of the Company and all rights of such Unsuitable Person or any affiliate of such Unsuitable Person therein, other than the right to receive the purchase price, shall cease.
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Commencing on the date that a gambling authority serves notice of a determination of unsuitability or disqualification of a holder of Equity Interests of the Company, or the Company’s board of directors otherwise determines that a person is an Unsuitable Person, and until the Equity Interests of the Company owned or controlled by such person are owned or controlled by a person who is not an Unsuitable Person, the Unsuitable Person and any affiliates of such Unsuitable Person shall not be entitled: (i) to receive any dividend, payment, distribution or interest with regard to such Equity Interests of the Company, (ii) to exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Equity Interests of the Company, and such Equity Interests of the Company shall not for any purposes be included in the shares of the Company entitled to vote or (iii) to receive any remuneration that may be due to such person, accruing after the date of such notice of determination of unsuitability or disqualification by a gambling authority, in any form from the Company or any affiliated company for services rendered or otherwise.
At the closing of the transaction contemplated in the preceding paragraphs of this section: (i) each of the Company and any applicable third-party transferee shall deliver the aggregate applicable purchase price for the Equity Interests of the Company being purchased by it (x) by wire transfer of immediately available funds to the account specified in writing by the Unsuitable Person or affiliate of such Unsuitable Person (as applicable), (y) by unsecured promissory note, or (z) by combination of both as required by the applicable gambling authority and, if not so required, as the Company may determine in its sole and absolute discretion and (ii) the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) shall deliver to the Company and any applicable third-party transferee such stock powers, assignment instruments and other agreement as are necessary in the judgment of the Company to fully convey all right, title and interest in and to the Equity Interests of the Company being purchased by each of the foregoing, free and clear of all liens and other encumbrances (other than restrictions on transfer under the amended and restated memorandum and articles of association and applicable law and as set forth in any agreement between the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) and the Company) and to evidence the subordination of any promissory note if required by the Company.
Such stock powers, assignment instruments and other agreements shall be in a form acceptable to the Company and shall include such representations and warranties (including, without limitation, representations and warranties as to title and ownership of the Equity Interests of the Company being sold, authorization, execution and delivery of relevant documents and the enforceability of such documents), covenants, releases (including, without limitation, a general release of claims and covenant not to sue in favor of the Company or any applicable third-party transferee and each of their respective affiliates, employees, directors, managers, officers, partners, members and the like with respect to the pre-closing period) and indemnities as determined by the Company in its sole and absolute discretion. Any promissory note shall contain such terms and conditions as the Company determines necessary or advisable, including without limitation, prepayment at the maker’s option at any time without premium or penalty or subordination provisions. Subject to the forgoing, the principal amount of any promissory note together with any unpaid interest shall be due and payable no earlier than the tenth anniversary of delivery of such promissory note and interest on the unpaid principal thereof shall be payable annually in arrears at no more than the minimum rate of interest at the time of delivery which can be used without causing additional interest to be imputed pursuant to the Code or corresponding provisions of subsequent superseding federal revenue laws.
The amended and restated memorandum and articles of association provide that the sale and transfer of the applicable Equity Interests of the Company shall be effected automatically at the Closing contemplated in the preceding paragraphs of this section upon delivery of the purchase price in accordance with the amended and restated memorandum and articles of association without regard to the provision by the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) of the stock powers, assignment instruments and other agreements described above; provided, however, that the Unsuitable Person or affiliate of such Unsuitable Person (as applicable) shall continue to have the obligation to the Company and any applicable third-party transferee to provide such stock powers, assignment instruments and other agreements.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust Company. Its address is 6201 15th Avenue, Brooklyn, NY 11219, and its telephone number is (718) 921-8200.
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Listing
We have applied to have our ordinary share listed on the Nasdaq under the symbol “GAMB.”
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our ordinary shares. Future shares of substantial amounts of ordinary shares, including shares issued upon the exercise of outstanding options, in the public market after this offering, or the possibility of these sales occurring, could adversely affect the prevailing market price for our ordinary shares or impair our ability to raise equity capital.
Upon completion of this offering, we will have an aggregate of 33,806,422 ordinary shares outstanding. Of these shares, the 7,500,000 shares sold in this offering (or 8,625,000 shares if the underwriters exercise in full their option to purchase additional shares) by us and the selling shareholders will be freely tradable without restriction or further registration under the Securities Act, unless purchased by “affiliates” as that term is defined under Rule 144 of the Securities Act, who may sell only the volume of shares described below and whose sales would be subject to additional restrictions described below. The remaining 26,306,422 shares (or 25,181,422 shares if the underwriters exercise in full their option to purchase additional shares), representing approximately 78% (or approximately 74% if the underwriters exercise in full their option to purchase additional shares) of our outstanding shares will be held by our existing shareholders. These shares will be “restricted securities” as that phrase is defined in Rule 144 under the Securities Act. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market pursuant to an effective registration statement under the Securities Act or if they qualify for an exemption from registration under Rule 144. Sales of these shares in the public market after the restrictions under the lock-up agreements lapse, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.
Lock-up Agreements
We, the selling shareholders, our officers, directors and holders of substantially all our outstanding ordinary shares have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. For more information, see “Underwriting.”
Eligibility of Restricted Shares for Sale in the Public Market
The 26,306,422 shares (or 25,181,422 shares if the underwriters exercise in full their option to purchase additional shares) ordinary shares that are not being sold in this offering, but which will be outstanding at the time this offering is complete, will be eligible for sale into the public market, under the provisions of Rule 144 commencing after the expiration of the restrictions under the lock-up agreements, subject to volume restrictions discussed below under “—Rule 144.”
Rule 144
In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.
A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our ordinary shares or the average weekly trading volume of our ordinary shares on Nasdaq during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us. As affiliates of us, commencing after the expiration or waiver of the lock-up agreements described above, will each be able to sell shares that it holds pursuant to the exemption described in this paragraph.
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Options
Following the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register 3,609,744 ordinary shares reserved for issuance under our equity incentive plans and equity awards. The registration statement on Form S-8 will become effective automatically upon filing.
Ordinary shares issued upon exercise of a share option and registered under the Form S-8 registration statement will, subject to vesting provisions, lock-up agreements with the underwriters and Rule 144 volume limitations applicable to our affiliates, be available for sale in the open market immediately after the 180-day lock up agreements expire.
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The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our ordinary shares. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
Jersey Tax Considerations
This summary of Jersey taxation issues can only provide a general overview of this area and it is not a description of all the tax considerations that may be relevant to a decision to invest in the Company.
The following summary of the anticipated treatment of the Company and holders of ordinary shares (other than residents of Jersey) is based on Jersey taxation law and practice as it is understood to apply at the date of this document and may be subject to any changes in Jersey law occurring after such date. It does not constitute legal or tax advice and does not address all aspects of Jersey tax law and practice (including such tax law and practice as it applies to any land or building situate in Jersey). Legal advice should be taken with regard to individual circumstances. Prospective investors in our ordinary shares should consult their professional advisers on the implications of acquiring, buying, selling or otherwise disposing of ordinary shares in the Company under the laws of any jurisdiction in which they may be liable to taxation.
Shareholders should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs from, taxation may change and may alter the benefits of investment in the Company.
Any person who is in any doubt about their tax position or who is subject to taxation in a jurisdiction other than Jersey should consult their own professional adviser.
Company Residence
Under the Income Tax (Jersey) Law 1961 (as amended), or the Tax Law, the Company will not be regarded as a resident in Jersey under Article 123(1) of the Tax Law, provided that (and for so long as) it satisfies the conditions set out in that provision, in which case the Company will not (except as noted below) be liable to Jersey income tax.
Under the Tax Law, the Company shall be regarded as a resident in Jersey if it is incorporated under the Jersey Companies Law unless:
| ∎ | its business is centrally managed and controlled outside Jersey in a country or territory where the highest rate at which any company may be charged to tax on any part of its income is 10% or higher; and |
| ∎ | the Company is resident for tax purposes in that country or territory. |
Summary
Under current Jersey law, there are no capital gains, capital transfer, gift, wealth or inheritance taxes, or any death or estate duties. No capital or stamp duty is levied in Jersey on the issue, conversion, redemption, or transfer of ordinary shares. On the death of an individual holder of ordinary shares (whether or not such individual was domiciled in Jersey), duty at rates of up to 0.75% of the value of the relevant ordinary shares may be payable on the registration of any Jersey probate or letters of administration which may be required in order to transfer, convert, redeem, or make payments in respect of, ordinary shares held by a deceased individual sole shareholder, subject to a cap of £100,000.
Income Tax—The Company
In respect of any period for which the Company is tax resident in a jurisdiction other than Jersey:
Provided that (and for so long as) it satisfies the conditions set out in Article 123(1) of the Tax Law so as to not be resident for tax in Jersey, the Company will not (except as noted below) be liable to Jersey income tax.
If the Company derives any income from the ownership, exploitation or disposal of land/property in Jersey or
the trade of importing or supplying hydrocarbon oil to or in Jersey, such income will be subject to Jersey income tax at the rate of 20 per cent. It is not expected that the Company will derive any such income.
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In respect of any period for which the Company is tax resident in Jersey:
The general rate of income tax under the Tax Law on the profits of companies regarded as resident in Jersey or having a permanent establishment in Jersey is 0%, or zero tax rating. Certain exceptions from zero tax rating apply, namely:
(1) companies which are regulated by the Jersey Financial Services Commission under certain sections of the Financial Services (Jersey) Law 1998, the Banking Business (Jersey) Law 1991, or the Collective Investment Funds (Jersey) Law 1988, shall be subject to income tax at a rate of 10%, (these companies are defined as “financial services companies” in the Tax Law);
(2) specifically identified utility companies shall be subject to income tax at a rate of 20%, (these companies are defined as “utility companies” in the Tax Law); and
(3) any income derived from the ownership or disposal of land in Jersey shall be subject to income tax at a rate of 20%.
Income Tax—Shareholders
Persons holding ordinary shares who are not resident for taxation purposes in Jersey will be exempt from Jersey income tax on dividends from the Company.
Shareholders who are resident for income tax purposes in Jersey will be subject to income tax in Jersey at the standard rate of 20% on any dividends paid on ordinary shares held by them or on their behalf and income tax may be withheld by the Company on payment of any such dividends.
Article 134A of the Tax Law contains a general anti-avoidance provision, which in the view of the Taxes Office may be utilized, in certain circumstances, in respect of individuals who are resident in Jersey and who invest in capital investments, where the main or one of the main purposes of the investment is the avoidance of tax.
Withholding Tax—The Company
For so long as the Company is rated for tax, or is not deemed to be resident for tax purposes in Jersey, no withholding in respect of Jersey taxation will be required on payments in respect of the ordinary shares to any holder of the ordinary shares not resident in Jersey.
Stamp Duty
In Jersey, no stamp duty is levied on the issue or transfer of the ordinary shares (unless there is any element of Jersey residential property being transferred, in which case a land transaction tax may apply pursuant to the Taxation (Land Transactions) (Jersey) Law 2009) except that stamp duty is payable on Jersey grants of probate and letters of administration, which will generally be required to transfer ordinary shares on the death of a holder of such ordinary shares if such holder was entered as the holder of the shares on the register maintained in Jersey. In the case of a grant of probate or letters of administration, stamp duty is levied according to the size of the estate (wherever situated in respect of a holder of ordinary shares domiciled in Jersey, or situated in Jersey in respect of a holder of ordinary shares domiciled outside Jersey) and is payable on a sliding scale at a rate of up to 0.75% on the value of an estate with a maximum value of £13,360,000. The rules for joint holders and holdings through a nominee are different and advice relating to this form of holding should be obtained from a professional adviser.
Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts nor are there otherwise estate duties.
Goods and Services Tax
Pursuant to the Goods and Services Tax (Jersey) Law 2007, or GST Law, a tax rate which is currently 5% applies to the supply of goods and services, unless the supply is regarded as exempt or zero rated, or the relevant supplier or recipient of such goods and services is registered as an “international services entity.”
A company must register for GST if its turnover is greater than £300,000 in any 12 month period, and will then need to charge GST to its customers. Companies can also choose to register voluntarily.
A company may apply to be registered as an International Services Entity, or ISE, if it mainly serves non-Jersey residents. By virtue of a company being an ISE, it will not have to register for GST, will not charge GST on its supplies, and will not be charged GST on its purchases.
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The Company will be an ISE within the meaning of the GST Law, as it satisfies the requirements of the Goods and Services Tax (International Services Entities) (Jersey) Regulations 2008, as amended. As long as it continues to be such an entity, a supply of goods or of a service made by or to the Company shall not be a taxable supply for the purposes of the GST Law.
Substance Legislation
With effect from January 1, 2019, Jersey implemented legislation to meet EU demands for companies to have substance in certain circumstances. Broadly, part of the legislation is intended to apply to holding companies managed and controlled in Jersey.
The summary of certain Jersey tax issues is based on the laws and regulations in force as of the date of this document and may be subject to any changes in Jersey laws occurring after such date. Legal advice should be taken with regard to individual circumstances. Any person who is in any doubt as to his/her tax position or where he/she is resident, or otherwise subject to taxation, in a jurisdiction other than the U.S., the U.K. and Jersey, should consult his/her professional adviser.
U.S. Federal Income Tax Considerations
The following is a description of certain U.S. federal income tax consequences relating to the acquisition, ownership and disposition of our ordinary shares by U.S. Holders (as defined below). This description addresses only the U.S. federal income tax consequences to holders that are initial purchasers of our ordinary shares pursuant to the offering and that will hold such ordinary shares as capital assets (generally, assets held for investment). This description does not address tax considerations applicable to holders that may be subject to special tax rules, including, without limitation:
| ∎ | banks, financial institutions or insurance companies; |
| ∎ | real estate investment trusts, regulated investment companies or grantor trusts; |
| ∎ | brokers, dealers or traders in securities, commodities or currencies; |
| ∎ | tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined in Section 408 or 408A of the Internal Revenue Code of 1986, or the Code, respectively; |
| ∎ | certain former citizens or long-term residents of the U.S.; |
| ∎ | persons that received our shares as compensation for the performance of services; |
| ∎ | persons that will hold our shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes; |
| ∎ | partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or holders that will hold our shares through such an entity; |
| ∎ | S corporations; |
| ∎ | holders whose “functional currency” is not the U.S. dollar; or |
| ∎ | holders that own directly, indirectly or constructively 10% or more of the voting power or value of our shares. |
Moreover, this description does not address the U.S. federal estate, gift or alternative minimum tax consequences, or any state, local or foreign tax consequences, of the acquisition, ownership and disposition of our ordinary shares.
This description is based on the Code, existing, proposed and temporary U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below. There can be no assurances that the U.S. Internal Revenue Service, or the IRS, will not take a different position concerning the tax consequences of the acquisition, ownership and disposition of our ordinary shares or that such a position would not be sustained. Holders should consult their tax advisors concerning the U.S. federal, state, local and foreign tax consequences of purchasing, owning and disposing of our ordinary shares in their particular circumstances.
For purposes of this description, a “U.S. Holder” is a beneficial owner of our ordinary shares that, for U.S. federal income tax purposes, is:
| ∎ | an individual that is a citizen or resident of the U.S.; |
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| ∎ | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof, including the District of Columbia; |
| ∎ | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| ∎ | a trust if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or if (1) a court within the U.S. is able to exercise primary supervision over its administration and (2) one or more U.S. persons have the authority to control all of the substantial decisions of such trust. |
If a partnership (or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our ordinary shares, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to the particular U.S. federal income tax consequences of acquiring, owning and disposing of our ordinary shares in its particular circumstance.
You should consult your tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning and disposing of our ordinary shares.
Distributions
Subject to the discussion below under “Passive Foreign Investment Company Considerations,” if you are a U.S. Holder, the gross amount of any distribution made to you with respect to our ordinary shares before reduction for any non-U.S. taxes withheld therefrom, other than certain distributions, if any, of our ordinary shares distributed pro rata to all our shareholders, generally will be includible in your income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits as determined under U.S. federal income tax principles, it will be treated first as a non-taxable return of capital to the extent of your adjusted tax basis in our ordinary shares and thereafter as either long-term or short-term capital gain depending upon whether the U.S. Holder has held our ordinary shares for more than one year as of the time such distribution is received. However, because we do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles, U.S. Holders should expect that the entire amount of any distribution generally will be reportable as dividend income. Subject to the discussion below under “Passive Foreign Investment Company Considerations,” non-corporate U.S. Holders may qualify for the preferential rates of taxation with respect to dividends on ordinary shares applicable to long-term capital gains (i.e., gains from the sale of capital assets held for more than one year), provided that certain conditions are met, including the absence of certain risk reduction transactions. In addition, some corporate U.S. Holders may be entitled to a dividends received deduction. The dividends will not be eligible for the dividends received deduction available to corporations in respect of dividends received from other U.S. corporations.
Subject to certain conditions and limitations, any non-U.S. taxes withheld on dividends, if any, will be treated as foreign income tax eligible for deduction from your taxable income or credited against your U.S. federal income tax liability. If you are a U.S. Holder, dividends paid to you with respect to our ordinary shares will generally be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. However, for periods in which we are a “U.S.-owned foreign corporation,” a portion of dividends paid by us may be treated as U.S. source solely for purposes of the foreign tax credit. We would be treated as a U.S.-owned foreign corporation if 50% or more of the total value or total voting power of our shares are owned, directly, indirectly or constructively by U.S. persons. In general, U.S.-owned foreign corporations with less than 10% of earnings and profits attributable to sources within the United States are excepted from these rules. Accordingly, for periods in which we are a U.S.-owned foreign corporation, if 10% or more of our earnings and profits are attributable to sources within the United States, then a portion of the dividends paid on our ordinary shares allocable to our U.S. source earnings and profits will be treated as U.S. source, and, as such, the ability of a U.S. Holder to claim a foreign tax credit for any non-U.S. withholding taxes payable in respect of our dividends may be limited. U.S. Holders should consult their own tax advisors about the impact of, and any exception available to, the special sourcing rule described in this paragraph, and the desirability of making, and the method of making, such an election.
The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends that we distribute generally should constitute “passive category income.” A foreign tax credit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period
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requirements. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisor to determine whether and to what extent you will be entitled to this credit.
Sale, Exchange or Other Taxable Disposition of Ordinary Shares
Subject to the discussion below under “Passive Foreign Investment Company Considerations,” if you are a U.S. Holder, you generally will recognize gain or loss on the sale, exchange or other taxable disposition of our ordinary shares equal to the difference between the amount realized on such sale, exchange or other taxable disposition and your adjusted tax basis in our ordinary shares, and such gain or loss will be capital gain or loss. If any non-U.S. taxes are imposed on the sale, exchange or other disposition of our ordinary shares, a U.S. Holder’s amount realized will include the gross amount of the proceeds before deduction of any such non-U.S. taxes. The adjusted tax basis in an ordinary share generally will be equal to the cost of such ordinary share. If you are a non-corporate U.S. Holder, capital gain from the sale, exchange or other taxable disposition of ordinary shares is generally eligible for a preferential rate of taxation applicable to capital gains, provided that your holding period for such ordinary shares exceeds one year (i.e., such gain is long-term capital gain). The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations under the Code.
Any gain or loss that a U.S. Holder recognizes from the sale, exchange or other taxable disposition of our ordinary shares generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes. Accordingly, because you may use foreign tax credits to offset only the portion of U.S. federal income tax liability that is attributed to foreign source income, you may be unable to claim a foreign tax credit with respect to non-U.S. taxes, if any, imposed on gains from the sale, exchange or other taxable disposition of our ordinary shares. You should consult your tax advisor as to whether any non-U.S. taxes, if any, imposed on gains may be creditable against your U.S. federal income tax on foreign-source income from other sources.
Passive Foreign Investment Company Considerations
A non-U.S. corporation will generally be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules with respect to the income and assets of subsidiaries, either:
| ∎ | at least 75% of its gross income is “passive income”; or |
| ∎ | on average at least 50% of the gross value of its assets, determined on a quarterly basis, is attributable to assets that produce passive income or are held for the production of passive income. |
Although PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, based on current estimates of our gross income, gross assets and the nature of our business, we do not believe we were a PFIC for the 2020 taxable year, and we do not expect to become a PFIC for our current taxable year or in the foreseeable future. However, because the PFIC determination is highly fact intensive and made at the end of each taxable year, it is possible that we may be a PFIC for the current or any future taxable year or that the IRS may challenge our determination concerning our PFIC status. Because of the uncertainties involved in establishing our PFIC status, our U.S. counsel expresses no opinion regarding our PFIC status, and also expresses no opinion with respect to our predictions or past determinations regarding our PFIC status.
If we are a PFIC in any taxable year during which a U.S. Holder owns ordinary shares, such U.S. Holder could be liable for additional taxes and interest charges upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for the ordinary shares, and (2) any gain recognized on a sale, exchange or other taxable disposition, including a pledge, of the ordinary shares, whether or not we continue to be a PFIC. In these circumstances, the tax will be determined by allocating such distribution or gain ratably over the U.S. Holder’s holding period for the ordinary shares. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax. If we are a PFIC for any year during which a U.S. Holder holds the ordinary shares, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds the ordinary shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to the
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ordinary shares. If such election is made, the U.S. Holder will be deemed to have sold the ordinary shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain from such deemed sale would be subject to the consequences described above. After the deemed sale election, the U.S. Holder’s ordinary shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC, unless we subsequently again become a PFIC.
If we are a PFIC for any taxable year during which a U.S. Holder holds the ordinary shares and one of our non-U.S. subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by the lower-tier PFIC and a disposition of shares of the lower-tier PFIC, even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
The tax consequences that would apply if we were a PFIC would be different from those described above if a timely and valid “mark-to-market” election is made by a U.S. Holder for the ordinary shares held by such U.S. Holder (but not with respect to lower-tier PFIC). An electing U.S. Holder generally would take into account as ordinary income each year, the excess of the fair market value of the ordinary shares held at the end of the taxable year over the adjusted tax basis of such ordinary shares. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such ordinary shares over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted in prior years as a result of the mark-to-market election. The U.S. Holder’s tax basis in the ordinary shares would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other taxable disposition of the ordinary shares in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other taxable disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss. If, after having been a PFIC for a prior taxable year, we cease to be classified as a PFIC, the U.S. Holder would not be required to take into account any latent gain or loss in the manner described above and any gain or loss recognized on the sale or exchange of the ordinary shares would be classified as a capital gain or loss.
A mark-to-market election is available to a U.S. Holder only for “marketable stock.” Generally, ordinary shares will be considered marketable stock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable Treasury Regulations. A class of stock is regularly traded during any calendar year during which such class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. The ordinary shares will be marketable stock as long as they remain listed on a qualified exchange, such as Nasdaq or the New York Stock Exchange, and are regularly traded. A mark-to-market election will not apply to the ordinary shares for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any subsidiary that we own. Accordingly, a U.S. Holder may continue to be subject to the PFIC rules with respect to any lower-tier PFICs notwithstanding the U.S. Holder’s mark-to-market election for the ordinary shares.
The tax consequences that would apply if we were a PFIC would also be different from those described above if a U.S. Holder were able to make a valid “qualified electing fund,” or QEF, election. As we do not expect to provide U.S. Holders with the information required in order to permit a QEF election, prospective investors should assume that a QEF election will not be available.
Each U.S. Holder who is a shareholder of a PFIC must file an annual information report on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of these rules on the purchase, ownership and disposition of our ordinary shares, the consequences to them of an investment in a PFIC, any elections available with respect to the ordinary shares and the IRS information reporting obligations with respect to the purchase, ownership and disposition of the ordinary shares.
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Medicare Tax
Certain U.S. Holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their dividend income and net gains from the disposition of ordinary shares. Each U.S. Holder that is an individual, estate or trust is urged to consult its tax advisors regarding the applicability of the Medicare tax to its income and gains in respect of its investment in our ordinary shares.
Backup Withholding Tax and Information Reporting Requirements
U.S. backup withholding tax and information reporting requirements may apply to certain payments to certain holders of stock. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, our ordinary shares made within the U.S., or by a U.S. payor or U.S. middleman, to a holder of our ordinary shares, other than an exempt recipient (including a payee that is not a U.S. person that provides an appropriate certification and certain other persons). A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, ordinary shares within the U.S., or by a U.S. payor or U.S. middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding requirements. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against the beneficial owner’s U.S. federal income tax liability, if any, and any excess amounts withheld under the backup withholding rules may be refunded, provided that the required information is timely furnished to the IRS.
Foreign Asset Reporting
Certain U.S. Holders who are individuals are required to report information relating to an interest in our ordinary shares, subject to certain exceptions (including an exception for shares held in accounts maintained by U.S. financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of our ordinary shares.
The above description is not intended to constitute a complete analysis of all tax consequences relating to acquisition, ownership and disposition of our ordinary shares. You should consult your tax advisor concerning the tax consequences of your particular situation.
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Subject to the terms and conditions set forth in the underwriting agreement, dated , 2021, between us, the selling shareholders and Jefferies LLC, as the representative of the underwriters named below and, together with Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., joint book-running managers of this offering, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the respective number of ordinary shares shown opposite its name below.
| Underwriter |
Number of Shares |
|||
| Jefferies LLC |
$ | |||
| Stifel, Nicolaus & Company, Incorporated |
$ | |||
| Truist Securities, Inc. |
$ | |||
|
|
|
|||
| Total |
$ | |||
|
|
|
|||
The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers’ certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will purchase all of the ordinary shares if any of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated. We have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.
The underwriters have advised us that, following the completion of this offering, they currently intend to make a market in the ordinary shares as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the ordinary shares, that you will be able to sell any of the ordinary shares held by you at a particular time or that the prices that you receive when you sell will be favorable.
The underwriters are offering the ordinary shares subject to their acceptance of the ordinary shares from us and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.
Commission and Expenses
The underwriters have advised us that they propose to offer the ordinary shares to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers, which may include the underwriters, at that price less a concession not in excess of $ per ordinary share. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $ per ordinary share to certain brokers and dealers. After the offering, the initial public offering price, concession and reallowance to dealers may be reduced by the representative. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.
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The following table shows the public offering price, the underwriting discounts and commissions to be paid to the underwriters by us and by the selling shareholders, and proceeds before expenses to us and to the selling shareholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.
| PER SHARE | TOTAL | |||||||||||||||
| WITHOUT OPTION TO PURCHASE ADDITIONAL SHARES |
WITH OPTION TO PURCHASE ADDITIONAL SHARES |
WITHOUT OPTION TO PURCHASE ADDITIONAL SHARES |
WITH OPTION TO PURCHASE ADDITIONAL SHARES |
|||||||||||||
| Public offering price |
$ | $ | $ | $ | ||||||||||||
| Underwriting discounts and commissions paid by us |
$ | $ | $ | $ | ||||||||||||
| Underwriting discounts and commissions paid by the selling shareholders |
$ | $ | $ | $ | ||||||||||||
| Proceeds to us, before expenses |
$ | $ | $ | $ | ||||||||||||
| Proceeds to the selling shareholders, before expenses |
$ | $ | $ | $ | ||||||||||||
We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $5.7 million. We have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $40,000.
Determination of Offering Price
Prior to this offering, there has not been a public market for our ordinary shares. Consequently, the initial public offering price for our ordinary shares will be determined by negotiations between us and the representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we, the selling shareholders and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.
We offer no assurances that the initial public offering price will correspond to the price at which the ordinary shares will trade in the public market subsequent to the offering or that an active trading market for the ordinary shares will develop and continue after the offering.
Listing
We have applied to have our ordinary shares listed on Nasdaq under the trading symbol “GAMB”.
Stamp Taxes
If you purchase ordinary shares offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.
Option to Purchase Additional Shares
Certain of the selling shareholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of 1,125,000 shares from us at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to specified conditions, to purchase a number of additional shares proportionate to that underwriter’s initial purchase commitment as indicated in the table above. This option may be exercised only if the underwriters sell more shares than the total number set forth on the cover page of this prospectus.
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No Sales of Similar Securities
We, the selling shareholders, our officers, directors and holders of all or substantially all our outstanding capital stock have agreed, subject to specified exceptions, not to directly or indirectly:
| ∎ | sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or |
| ∎ | otherwise dispose of any ordinary shares, options or warrants to acquire ordinary shares, or securities exchangeable or exercisable for or convertible into ordinary shares currently or hereafter owned either of record or beneficially, or |
| ∎ | publicly announce an intention to do any of the foregoing for a period of 180 days after the date of this prospectus without the prior written consent of Jefferies LLC. |
This restriction terminates after the close of trading of the ordinary shares on and including the 180th day after the date of this prospectus.
Jefferies LLC may, in its sole discretion and at any time or from time to time before the termination of the 180-day period release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriter and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of ordinary shares prior to the expiration of the lock-up period.
Stabilization
The underwriters have advised us that it, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, certain persons participating in the offering may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the ordinary shares at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either “covered” short sales or “naked” short sales.
“Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ordinary shares in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ordinary shares or purchasing our ordinary shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.
“Naked” short sales are sales in excess of the option to purchase additional ordinary shares. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our ordinary shares in the open market after pricing that could adversely affect investors who purchase in this offering.
A stabilizing bid is a bid for the purchase of ordinary shares on behalf of the underwriters for the purpose of fixing or maintaining the price of the ordinary shares. A syndicate covering transaction is the bid for or the purchase of ordinary shares on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our ordinary shares or preventing or retarding a decline in the market price of our ordinary shares. As a result, the price of our ordinary shares may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the ordinary shares originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our ordinary shares. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.
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The underwriters may also engage in passive market making transactions in our ordinary shares on Nasdaq in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of our ordinary shares in this offering and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.
Electronic Distribution
A prospectus in electronic format may be made available by e-mail or on the websites or through online services maintained by the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of ordinary shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters’ websites and any information contained in any other website maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.
Other Activities and Relationships
The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.
In the ordinary course of its various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the underwriters or their affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The underwriters and their affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the ordinary shares offered hereby. Any such short positions could adversely affect future trading prices of the ordinary shares offered hereby. The underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Selling Restrictions
Canada
(A) Resale Restrictions
The distribution of the securities in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the securities in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.
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(B) Representations of Canadian Purchasers
By purchasing the securities in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
| ∎ | the purchaser is entitled under applicable provincial securities laws to purchase the securities without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions; |
| ∎ | the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations; |
| ∎ | where required by law, the purchaser is purchasing as principal and not as agent; and |
| ∎ | the purchaser has reviewed the text above under Resale Restrictions. |
(C) Conflicts of Interest
Canadian purchasers are hereby notified that Jefferies is relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
(D) Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such as this document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
(E) Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
(F) Taxation and Eligibility for Investment
Canadian purchasers of the securities should consult their own legal and tax advisors with respect to the tax consequences of an investment in the securities in their particular circumstances and about the eligibility of the securities for investment by the purchaser under relevant Canadian legislation.
Australia
This prospectus is not a disclosure document for the purposes of Australia’s Corporations Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged with the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set out below. Accordingly, if you receive this prospectus in Australia:
You confirm and warrant that you are either:
| ∎ | a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act; |
| ∎ | a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to us which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made; |
| ∎ | a person associated with us under Section 708(12) of the Corporations Act; or |
| ∎ | a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act; or |
| ∎ | to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this prospectus is void and incapable of acceptance. |
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You warrant and agree that you will not offer any of the securities issued to you pursuant to this prospectus for resale in Australia within 12 months of those securities being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.
European Economic Area and United Kingdom
In relation to each member state of the European Economic Area and the United Kingdom (each, a Relevant State), an offer to the public of any securities which are the subject of the offering contemplated by this prospectus may not be made in that Relevant State except that an offer to the public in that Relevant State of any securities may be made at any time under the following exemptions under the Prospectus Regulation:
| (a) | to any legal entity which is a “qualified investor” as defined in the Prospectus Regulation; |
| (b) | to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), as permitted under the Prospectus Regulation, subject to obtaining the prior consent of the underwriter or the underwriters nominated by us for any such offer; or |
| (c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
provided that no such offer of securities shall require us or the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression “offer to the public” in relation to any securities in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Hong Kong
No securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (SFO) and any rules made under that Ordinance; or in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO. No document, invitation or advertisement relating to the securities has been issued or may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under that Ordinance.
This prospectus has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus may not be issued, circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the securities described in this prospectus and the relevant offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions.
Israel
This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, and any offer of the securities is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.
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Japan
The offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended), or FIEL, and the underwriters will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
This prospectus has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
| (a) | a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
| (b) | a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, |
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities pursuant to an offer made under Section 275 of the SFA except:
| (i) | to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
| (ii) | where no consideration is or will be given for the transfer; |
| (iii) | where the transfer is by operation of law; |
| (iv) | as specified in Section 276(7) of the SFA; or |
| (v) | as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. |
Switzerland
The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this prospectus nor any other offering or marketing material relating to the offering, us or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.
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United Kingdom
This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of the Prospectus Regulation that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (each such person being referred to as a “relevant person”).
This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
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The following table sets forth all expenses, other than the estimated underwriting discounts and commissions, payable by us in connection with this offering. All the amounts shown are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority (FINRA) filing fee and the listing fee.
| EXPENSES |
AMOUNT | |||
| SEC registration fee |
$ | 12,232.84 | ||
| FINRA filing fee |
17,318.75 | |||
| Listing fee |
170,000.00 | |||
| Printing costs |
185,000.00 | |||
| Accounting fees and expenses |
2,974,000.00 | |||
| Legal fees and expenses |
1,660,000.00 | |||
| Transfer agent and registrar fees |
12,000.00 | |||
| Miscellaneous fees and expenses |
713,000.00 | |||
|
|
|
|||
| Total |
$ | 5,743,551.59 | ||
|
|
|
|||
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The validity of the ordinary shares being offered by this prospectus and other legal matters concerning this offering relating to the laws of Jersey will be passed upon for us by Mourant Ozannes (Jersey) LLP. Certain legal matters in connection with this offering relating to U.S. law will be passed upon for us by White & Case LLP, New York, New York. The underwriters are being represented as to certain matters of U.S. federal law and New York state law by Latham & Watkins LLP, New York, New York.
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The consolidated financial statements of Gambling.com Group Limited (formerly Gambling.com Group plc) as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, included in this Prospectus and in the Registration Statement, have been so included in reliance on the report of BDO LLP, an independent registered public accounting firm, appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.
BDO LLP, London, United Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.
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ENFORCEABILITY OF CIVIL LIABILITIES
U.S. laws do not necessarily extend either to us or our officers or directors. We are organized under the laws of Jersey. Many of our directors and officers reside outside of the U.S. Substantially all the assets of both us and our directors and officers are located outside the U.S. As a result, it may not be possible for investors to effect service of process on either us or our officers and directors within the U.S., or to enforce against these persons or us, either inside or outside the U.S., a judgment obtained in a U.S. court predicated upon the civil liability provisions of the federal securities or other laws of the U.S. or any U.S. state.
We have appointed GDC America Inc., as our agent to receive service of process with respect to any action brought against us in the U.S. under the federal securities laws of the U.S. or of the laws of any state of the U.S.
A judgment of a U.S. court is not directly enforceable in Jersey, but constitutes a cause of action which will be enforced by Jersey courts provided that:
| ∎ | the applicable U.S. courts had jurisdiction over the case, as recognized under Jersey law; |
| ∎ | the judgment is given on the merits and is final, conclusive and non-appealable; |
| ∎ | the judgment relates to the payment of a sum of money, not being taxes, fines or similar governmental penalties; |
| ∎ | the defendant is not immune under the principles of public international law; |
| ∎ | the same matters at issue in the case were not previously the subject of a judgment or disposition in a separate court; |
| ∎ | the judgment was not obtained by fraud or duress and was not based on a clear mistake of fact; and |
| ∎ | the recognition and enforcement of the judgment is not contrary to public policy in Jersey, including observance of the principles of what are called “natural justice,” which among other things require that documents in the U.S. proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal. |
It is the policy of Jersey courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the Jersey legal system that does not mean that awards of punitive damages are not necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on the facts of each case. Exorbitant, unconscionable, or excessive awards will generally be contrary to public policy. Moreover, if a US court gives a judgment for multiple damages against a qualifying defendant the amount which may be payable by such defendant may be limited by virtue of the Protection of Trading Interests Act 1980, an Act of the U.K. extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order, 1983, which provides that such qualifying defendant may be able to recover such amount paid by it as represents the excess of such multiple damages over the sum assessed as compensation by the court that gave the judgment. A “qualifying defendant” for these purposes is a citizen of the U.K. and Colonies, a body corporate incorporated in the U.K., Jersey or other territory for whose international relations the U.K. is responsible or a person carrying on business in Jersey.
Jersey courts cannot enter into the merits of the foreign judgment and cannot act as a court of appeal or review over the foreign courts. In addition, a plaintiff who is not resident in Jersey may be required to provide a security bond in advance to cover the potential of the expected costs of any case initiated in Jersey. In addition, we have been further advised by our legal counsel in Jersey, that it is uncertain as to whether the courts of Jersey would entertain original actions based on U.S. federal or state securities laws, or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability under U.S. federal or state securities laws.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act relating to this offering of our ordinary shares. This prospectus, which is part of the registration statement, does not contain all of the information contained in the registration statement. The rules and regulations of the Securities and Exchange Commission allow us to omit certain information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may read the document itself for a complete description of its terms.
You may read the registration statement, including the related exhibits and schedules, and any document we file with the Securities and Exchange Commission without charge over the Internet at the SEC’s website at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. Our filings with the Securities and Exchange Commission will also be available to the public on our website at http://www.gambling.com/corporate. Information contained on our website is not incorporated into this prospectus and is not part of this prospectus.
We are not currently subject to the informational requirements of the Exchange Act. Upon completion of this offering, we will be subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements will file reports with the Securities and Exchange Commission. Those other reports or other information may be inspected without charge at the locations described above. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we will file with the Securities and Exchange Commission, within four months after the end of each fiscal year, or such applicable time as required by the Commission, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and will submit to the Commission, on Form 6-K, unaudited quarterly financial information for the first three quarters of each fiscal year within 60 days after the end of each such quarter, or such applicable time as required by the Commission.
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GAMBLING.COM GROUP PLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| PAGE | ||||
| Audited Consolidated Financial Statements: |
||||
| F-2 | ||||
| F-3 | ||||
| Consolidated Statements of Financial Position as of December 31, 2019 and 2020 |
F-4 | |||
| Consolidated Statements of Changes in Equity for the years ended December 31, 2019 and 2020 |
F-5 | |||
| Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2020 |
F-6 | |||
| F-7 | ||||
| Unaudited Condensed Consolidated Financial Statements: |
||||
| F-41 | ||||
| Condensed Consolidated Statements of Financial Position as of December 31, 2020 and March 31, 2021 |
F-42 | |||
| F-43 | ||||
| Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2021 |
F-44 | |||
| F-45 | ||||
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Gambling.com Group plc
Jersey, Channel Islands
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Gambling.com Group plc (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ BDO LLP
BDO LLP
We have served as the Company’s auditor since 2020.
London, United Kingdom
May 25, 2021
F-2
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GAMBLING.COM GROUP PLC
Consolidated Statements of Comprehensive (Loss) and Income
(USD in thousands, except per share amounts)
| NOTE | YEAR ENDED DECEMBER 31, | |||||||||
| 2019 | 2020 | |||||||||
| Revenue |
17 | 19,266 | 27,980 | |||||||
| Sales and marketing expenses |
18 | (10,862 | ) | (8,103 | ) | |||||
| Technology expenses |
18 | (2,498 | ) | (2,503 | ) | |||||
| General and administrative expenses |
18 | (4,213 | ) | (5,956 | ) | |||||
| Allowance for credit losses |
3 | (293 | ) | (287 | ) | |||||
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| Operating profit |
1,400 | 11,131 | ||||||||
| (Losses) gains on financial liability at fair value through profit or loss |
14 | (94 | ) | 1,417 | ||||||
| Finance income |
20 | 140 | 303 | |||||||
| Finance expense |
20 | (2,475 | ) | (2,099 | ) | |||||
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| (Loss) income before tax |
(1,029 | ) | 10,752 | |||||||
| Income tax (charge) credit |
22 | (872 | ) | 4,399 | ||||||
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| Net (loss) income for the year attributable to equity holders |
(1,901 | ) | 15,151 | |||||||
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| Other comprehensive income |
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| Exchange differences on translating foreign currencies |
50 | 2,480 | ||||||||
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| Total comprehensive (loss) income for the year attributable to the equity holders |
(1,851 | ) | 17,631 | |||||||
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| Net (loss) income per share attributable to ordinary shareholders, basic |
21 | (0.07 | ) | 0.55 | ||||||
| Net (loss) income per share attributable to ordinary shareholders, diluted |
21 | (0.07 | ) | 0.49 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Table of Contents
GAMBLING.COM GROUP PLC
Consolidated Statements of Financial Position
(USD in thousands)
| NOTE | DECEMBER 31, | |||||||||||
| 2019 | 2020 | |||||||||||
| ASSETS |
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| Non-current assets |
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| Property and equipment |
5 | 551 | 515 | |||||||||
| Intangible assets |
7 | 23,310 | 23,560 | |||||||||
| Right-of-use assets |
6 | 1,914 | 1,799 | |||||||||
| Deferred tax asset |
16 | — | 5,778 | |||||||||
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| Total non-current assets |
25,775 | 31,652 | ||||||||||
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| Current assets |
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| Trade and other receivables |
8 | 2,367 | 5,506 | |||||||||
| Cash and cash equivalents |
9 | 6,992 | 8,225 | |||||||||
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| Total current assets |
9,359 | 13,731 | ||||||||||
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| Total assets |
35,134 | 45,383 | ||||||||||
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| EQUITY AND LIABILITIES |
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| Equity |
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| Share capital |
10 | 61 | 64 | |||||||||
| Capital reserve |
11 | 16,007 | 19,979 | |||||||||
| Share option and warrants reserve |
12,13 | 621 | 296 | |||||||||
| Foreign exchange translation reserve |
50 | 2,530 | ||||||||||
| (Accumulated deficit) retained earnings |
(3,808 | ) | 11,343 | |||||||||
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| Total equity |
12,931 | 34,212 | ||||||||||
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| Non-current liabilities |
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| Borrowings |
14 | 18,242 | 5,937 | |||||||||
| Lease liability |
6 | 1,610 | 1,562 | |||||||||
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| Total non-current liabilities |
19,852 | 7,499 | ||||||||||
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| Current liabilities |
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| Trade and other payables |
15 | 1,181 | 2,428 | |||||||||
| Borrowings and accrued interest |
14 | 369 | 23 | |||||||||
| Lease liability |
6 | 393 | 413 | |||||||||
| Income tax payable |
408 | 808 | ||||||||||
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| Total current liabilities |
2,351 | 3,672 | ||||||||||
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| Total liabilities |
22,203 | 11,171 | ||||||||||
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| Total equity and liabilities |
35,134 | 45,383 | ||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
Table of Contents
GAMBLING.COM GROUP PLC
Consolidated Statements of Changes In Equity
(USD in thousands)
| NOTE | SHARE CAPITAL |
CAPITAL RESERVE |
SHARE OPTION AND WARRANTS RESERVE |
FOREIGN EXCHANGE TRANSLATION RESERVE |
RETAINED EARNINGS/ ACCUMULATED DEFICIT |
TOTAL | ||||||||||||||||||||
| Balance at January 1, 2019 |
57 | 9,772 | 129 | — | (1,907 | ) | 8,051 | |||||||||||||||||||
| Transactions with owners |
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| Issue of share capital |
10, 11 | 4 | 6,235 | — | — | — | 6,239 | |||||||||||||||||||
| Movements in share option and warrants reserve |
11,12 | — | — | 492 | — | — | 492 | |||||||||||||||||||
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| 4 | 6,235 | 492 | — | — | 6,731 | |||||||||||||||||||||
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| Comprehensive income (loss) |
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| Net loss |
— | — | — | — | (1,901 | ) | (1,901 | ) | ||||||||||||||||||
| Exchange differences on translating foreign currencies |
— | — | — | 50 | — | 50 | ||||||||||||||||||||
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| Balance at December 31, 2019 |
61 | 16,007 | 621 | 50 | (3,808 | ) | 12,931 | |||||||||||||||||||
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| Transactions with owners |
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| Issue of share capital |
10, 11 | 3 | 3,427 | — | — | — | 3,430 | |||||||||||||||||||
| Movements in share option and warrants reserve |
11,12 | — | 545 | (325 | ) | — | — | 220 | ||||||||||||||||||
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| 3 | 3,972 | (325 | ) | — | — | 3,651 | ||||||||||||||||||||
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| Comprehensive income (loss) |
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| Net income |
— | — | — | — | 15,151 | 15,151 | ||||||||||||||||||||
| Exchange differences on translating foreign currencies |
— | — | — | 2,480 | — | 2,480 | ||||||||||||||||||||
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| Balance at December 31, 2020 |
64 | 19,979 | 296 | 2,530 | 11,343 | 34,212 | ||||||||||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
Table of Contents
GAMBLING.COM GROUP PLC
Consolidated Statements of Cash Flows
(USD in thousands)
| NOTE | YEAR ENDED DECEMBER 31, | |||||||||||
| 2019 | 2020 | |||||||||||
| Cash flow from operating activities |
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| (Loss) income before tax |
(1,029 | ) | 10,752 | |||||||||
| Finance expenses, net |
20 | 2,335 | 1,796 | |||||||||
| Losses (gains) on financial instruments valuation |
14 | 94 | (1,417 | ) | ||||||||
| Adjustments for non-cash items: |
— | — | ||||||||||
| Depreciation and amortization |
2,226 | 2,227 | ||||||||||
| Movements in credit loss allowance |
3 | 293 | 287 | |||||||||
| Share option charge |
— | 315 | ||||||||||
| Income tax paid |
(93 | ) | (642 | ) | ||||||||
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| Cash flows from operating activities before changes in working capital |
3,826 | 13,318 | ||||||||||
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| Changes in working capital |
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| Trade and other receivables |
511 | (3,053 | ) | |||||||||
| Trade and other payables |
(333 | ) | 629 | |||||||||
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| Cash flows generated by operating activities |
4,004 | 10,894 | ||||||||||
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| Cash flows from investing activities |
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| Acquisition of property and equipment |
5 | (195 | ) | (46 | ) | |||||||
| Acquisition of intangible assets |
7 | (1,526 | ) | (44 | ) | |||||||
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| Cash flows used in investing activities |
(1,721 | ) | (90 | ) | ||||||||
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| Cash flows from financing activities |
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| Issue of ordinary shares and share warrants |
10, 11, 12 | 6,979 | 3,483 | |||||||||
| Equity issue costs |
(157 | ) | (55 | ) | ||||||||
| Proceeds from issuance of financial instruments |
14 | 560 | 6,000 | |||||||||
| Financial instruments issuance costs |
14 | — | (89 | ) | ||||||||
| Repayment of notes and bonds |
14 | (4,480 | ) | (17,352 | ) | |||||||
| Interest paid |
14 | (2,246 | ) | (1,656 | ) | |||||||
| Interest received |
24 | — | ||||||||||
| Warrants repurchased |
13 | — | (133 | ) | ||||||||
| Principal paid on lease liability |
6 | (175 | ) | (198 | ) | |||||||
| Interest paid on lease liability |
6 | (189 | ) | (201 | ) | |||||||
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| Cash flows generated by (used in) financing activities |
316 | (10,201 | ) | |||||||||
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| Net movement in cash and cash equivalents |
2,599 | 603 | ||||||||||
| Cash and cash equivalents at beginning of year |
4,423 | 6,992 | ||||||||||
| Net foreign exchange differences on cash and cash equivalents |
(30 | ) | 630 | |||||||||
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| Cash and cash equivalents at end of the year |
9 | 6,992 | 8,225 | |||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
GAMBLING.COM GROUP PLC
Notes to Consolidated Financial Statements
(USD in thousands except share and per-share amounts)
1. GENERAL COMPANY INFORMATION
Gambling.com Group Plc (the “Company”) is a public limited liability company founded in 2006 and incorporated in Malta in accordance with the provisions of the Maltese Companies Act (Cap.386). The Company’s registered office is 85, St. John Street, Valletta VLT1165, Malta.
We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including gambling.com and bookies.com. Each of our websites is bespoke and tailored for different user interests and markets within the online gambling industry and include original and curated news relating to the online gambling sector, odds, statistics, product reviews and product comparisons of online gambling services around the world. We attract online gamblers through online marketing efforts and refer these online gamblers to companies that are licensed by gambling regulators to provide real-money online gambling services, known as online gambling operators, who convert online gamblers into paying players. In this way, we provide business-to-business, or B2B, digital marketing services to online gambling operators.
The Group has a workforce of more than 110 and operates from offices in Malta, Dublin, Charlotte, and Tampa.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial information are set out below. These policies have been consistently applied throughout the years presented.
BASIS OF PREPARATION
The consolidated financial statements of the Group have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as adopted by the European Union (“EU”), and were approved and authorized for issuance by the Board of Directors on May 25, 2021.
The financial statements have been prepared on a historical cost basis, as modified by the fair valuation of financial liabilities at fair value through profit or loss. The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effects are disclosed in Note 4.
This financial information does not constitute the Group’s statutory accounts for either of the years presented. Statutory accounts as of and for the year ended December 31, 2019, which were presented in Euros (“EUR”), were prepared in accordance with IFRS as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). The Independent Auditors’ Report on the Annual Report and Financial Statements as at and for the year ended December 31, 2019 did not draw attention to any matters by way of emphasis. Statutory accounts for the year ended December 31, 2019 have been filed with the Malta Registrar of Companies. The statutory financial statements of the Group as of and for the year ended December 31, 2020 have not yet been prepared.
The Board of Directors has prepared these non-statutory financial statements as of and for the years ended December 31, 2019 and 2020 for inclusion in a draft registration statement on Form F-1 to be submitted by the Company to the United States Securities and Exchange Commission (“SEC”).
New and Amended Standards Adopted by the Group in 2020
The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2020, and determined they had limited or no impact on the Group’s financial statements:
| ∎ | Amendments to references to the Conceptual Framework in IFRS Standards |
F-7
Table of Contents
| ∎ | Definition of material (Amendments to IAS 1 and IAS 8) |
| ∎ | Amendments to IFRS 9, IAS 39 and IFRS 7, Interest Rate Benchmark Reform |
| ∎ | Amendment to IFRS 16, Covid-19-Related Rent Concessions |
Standards Issued but Not Yet Effective
There were a number of standards and interpretations which were issued but not yet effective at December 31, 2020 and have not been adopted for these consolidated financial statements. These amendments are not expected to have a significant impact on disclosures or amounts reported in the Group’s consolidated financial statements in the period of initial application.
Effective for annual periods beginning on or after January 2021:
| ∎ | Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, Interest Rate Benchmark Reform |
Effective for annual periods beginning on or after January 2022:
| ∎ | Amendments to IAS 16, Proceeds before Intended Use |
| ∎ | Amendments to IAS 37, Onerous Contracts—Cost of Fulfilling a Contract |
| ∎ | Annual Improvements to IFRS Standards 2018–2020 |
Effective for annual periods beginning on or after January 2023:
| ∎ | Amendments to IAS 1, Classification of Liabilities as Current or Non-Current |
| ∎ | Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies |
| ∎ | Amendments to IAS 8, Definition of Accounting Estimates |
| ∎ | Amendments to IFRS 17, Insurance Contracts |
| ∎ | Amendments to IAS 12, Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction |
Effective date to be confirmed:
| ∎ | Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Group as of and for the year ended December 31, 2019 and 2020. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Control is reassessed whenever facts and circumstances indicate that there are changes of the control.
All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
The subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows:
| NAME |
PRINCIPAL ACTIVITIES |
COUNTRY OF INCORPORATION |
OWNERSHIP % | |||||
| GDC Media Limited |
Digital marketing | Ireland | 100 | |||||
| GDC Malta Limited |
Digital marketing | Malta | 100 | |||||
| GDC America Inc. |
Digital marketing | United States | 100 | |||||
F-8
Table of Contents
BASIS OF GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Group is required to evaluate whether there are any material uncertainties related to events or conditions that may cast significant doubt about the Group’s ability to continue as a going concern for a period of at least, but not limited to, 12 months from the date of issuance of the financial statements. An entity’s ability to continue as a going concern is assumed absent significant information to the contrary. If there are indications that there could be significant doubt about the entity’s ability to continue as a going concern for a reasonable period of time, then a detailed analysis must be performed. This evaluation includes an assessment of whether the Company can continue to meet its obligations as they become due without substantial disposition of assets outside the ordinary course of business, restructuring of debt, revisions of its operations or similar actions.
The Board of Directors have assessed the financial risks facing the business, including macroeconomic events as outlined in Notes 3 and Note 24, and compared this risk assessment to the net current asset position. The Directors have also reviewed relationships with key customers and software providers and are satisfied that the appropriate contracts and contingency plans are in place. The Directors have prepared detailed revenue, operating expense and cashflow forecasts as well as sensitivity analyses to assess whether the Company has adequate resources for the foreseeable future. This includes adjustments as a result of the COVID-19 outbreak during 2020 and its effects on the Group’s business, including the impacts of the decrease in sports betting and the increase in the casino gambling market on the Group’s revenue. Based on the analyses performed, the Board of Directors considers that the Group has adequate resources to continue in operational existence for at least a period of 12 months from the date of issuance of these consolidated financial statements.
FOREIGN CURRENCY TRANSLATION
The following exchange rates were used to translate the financial statements of the Group into USD from Euros:
| PERIOD END (1) | AVERAGE FOR PERIOD (2) |
BEGINNING OF PERIOD (1) |
LOW | HIGH | ||||||||||||||||
| Year Ended December 31: | (EUR per USD) | |||||||||||||||||||
| 2019 |
0.89 | 0.89 | 0.88 | 0.87 | 0.92 | |||||||||||||||
| 2020 |
0.81 | 0.88 | 0.89 | 0.81 | 0.93 | |||||||||||||||
| (1) | Exchange rates are as per European Central Bank. |
| (2) | The average is based on published rates refreshed daily by the European Central Bank. |
Transactions and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of comprehensive income.
Translation into Presentation Currency
The assets and liabilities of the Company and its primary subsidiaries are translated from the functional currency of the operations to USD using the exchange rates at the reporting date. The Company and its primary subsidiaries functional currency is Euro. The revenues and expenses are translated into USD using the average exchange rates for the period, which approximate the exchange rates at the date of the transaction. All resulting foreign exchange differences are recognized in other comprehensive income and included in foreign exchange translation reserve in equity.
PROPERTY AND EQUIPMENT
Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment. Historical cost includes expenditures that are directly attributable to the acquisition of the items.
Subsequent costs are included in the assets’ carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured.
F-9
Table of Contents
All other repairs and maintenance are charged to the consolidated statement of comprehensive income during the financial period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives, as follows:
| Computer and other office equipment |
5 years | |
| Leasehold improvements |
The shorter of the remaining lease term or 10 years |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount and are recognized, where applicable, within ‘other operating income’ in the consolidated statement of comprehensive income.
INTANGIBLE ASSETS
An intangible asset is recognized if it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group and the cost of the asset can be measured reliably. Intangible assets are initially measured at cost. The cost of a separately acquired intangible asset comprises its purchase price and any directly attributable cost of preparing the asset for its intended use. The cost of acquisition of intangible assets for which the consideration comprises an issue of equity shares is calculated as the fair value of the equity instruments issued in the transaction. Where the cost of a separately acquired intangible asset includes contingent consideration, cost includes the fair value of the contingent consideration as determined on the date of acquisition. Subsequent changes in estimates of the likely outcome of the contingent event are reflected as increases or decreases in the value of the intangible asset. The remaining changes in the value of contingent consideration are recognized as interest expense.
Internally Developed Intangible Assets
Expenditures incurred on development activities are capitalized if it can be demonstrated that all the following criteria are met:
| ∎ | It is technically feasible to complete the intangible asset; |
| ∎ | Adequate resources are available to complete the development; |
| ∎ | There is an intention to complete and use the intangible asset for the provision of services; |
| ∎ | The Group is able to use the intangible asset; |
| ∎ | Use of the intangible asset will generate probable future economic benefits; and |
| ∎ | Expenditures attributable to the intangible asset can be measured reliably. |
Expenditures related to development activities that do not satisfy the above criteria, including expenditures incurred during the preliminary project stage and post implementation activities, are expensed as incurred in the consolidated statement of comprehensive income.
Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditures, including those that incurred in order to maintain an intangible asset’s current level of performance, is expensed as incurred.
Subsequent measurement
Separately acquired intangibles include Internet domain names together with related websites and content, and customer contracts.
Domain names together with the related assets have an indefinite useful life when there is evidence based on the analysis of the applicable market trends and circumstances, management plans, expected usage and information about the ongoing cash inflows that the asset will be able to generate cash flows to the Group for an indefinite period. Indefinite-life intangibles are not amortized but are tested for impairment annually as of December 31. In addition, the Group reassesses in each period the assumptions underlying the useful life of indefinite-life intangibles and assigns such assets a finite life if indicated by changes in the applicable facts and circumstances. When this
F-10
Table of Contents
happens, the related assets are also tested for impairment. Finite-life domain names and the related assets are amortized using the straight-line method over the estimated period during which they are expected to continue to generate cash flows for the Group. During the year ended December 31, 2019 and 2020, the Group had one finite-life mobile apps intangible asset, amortized straight-line over its estimated useful life of 48 months.
Customer contracts have a useful life of 12 – 24 months, which are reviewed on an annual basis. Customer contracts are amortized over their useful life using the straight-line method.
Intangible assets are derecognized on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount of intangible assets, and are recognized in the consolidated statement of comprehensive income for the respective period.
IMPAIRMENT ASSESSMENT
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that have an indefinite useful life (which are not subject to amortization) are tested annually for impairment. For the purposes of impairment assessment, assets are grouped at the lowest level which generates cash inflows that are largely independent of the cash inflows of the remaining assets (cash-generating units). Through December 31, 2020, substantially all of the Group’s cash inflows have been generated through the use of its technology platform which is monetized via various informational portals that include domain names, websites and mobile apps. Accordingly, the Group determined it has one cash-generating unit that includes all of its intangibles, property and equipment, and right of use assets.
An impairment loss is recognized as the difference between the carrying amount of the cash-generating unit and its recoverable amount and is accounted for in the consolidated statement of comprehensive income in the period identified. The recoverable amount is the higher of the fair value less costs to sell and value in use.
Where the fair value of an asset less its costs to sell are determinable, and the fair value less costs to sell are estimated to be close to its value in use, the recoverable amount can be assessed for an individual asset. In this instance, an impairment may be recognized at an individual asset level where the fair value less costs to sell and value in use are both negligible. As at December 31, 2019 and 2020, the Group had no impairments.
Non-financial assets, excluding goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
FINANCIAL ASSETS
Financial assets are classified at initial recognition and subsequently measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income. The classification of financial assets depends on the assets’ contractual cash flows characteristics and the Group’s model for managing such.
Through December 31, 2020, the Group’s financial assets consist of trade and other receivables and cash and cash equivalents. The Group’s objective for holding financial assets is to hold them to collect contractual cash flows, which are solely payment of principal and interest. Accordingly, these assets are accounted for at amortized cost.
Expected Credit Loss Assessment and Write-offs
The Group recognizes an allowance for Expected Credit Losses (“ECLs”) for all financial assets carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and the cash flows that the Group expects to receive.
The Group applies the simplified approach in calculating ECLs for trade and other receivables. Therefore, the Group does not track changes in credit risk but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The assessment is completed at the end of each reporting period.
Movements in ECLs, including recoveries, are presented within the consolidated statement of comprehensive loss in the period incurred.
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Financial assets are written off when there is no reasonable expectation of recovery, such as:
| ∎ | Significant financial difficulty of the issuer or obligor; |
| ∎ | A breach of contract, such as a default or delinquency in interest or principal payments; |
| ∎ | It becomes probable that the borrower will enter bankruptcy or other financial reorganization; and |
| ∎ | Observable data indicating that there is a measurable decrease in the estimated future cash flow from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets. |
When trade and other receivables have been written off, the Group continues to engage in enforcement activities in order to recover the receivable due. If successful, the recoveries are recognized in profit or loss.
Derecognition
A financial asset is derecognized when:
| ∎ | The rights to receive cash flows from the asset have expired; or |
| ∎ | The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. |
TRADE AND OTHER RECEIVABLES
Trade receivables are amounts due from customers for services performed in the ordinary course of business and are classified as current. Other receivables include prepaid expenses and deposits.
Trade and other receivables are recognized initially at fair value, which due to their comparatively short maturities, approximates their carrying value. They are subsequently measured at amortized cost using the effective interest method, less an expected credit loss allowance. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized in profit or loss. When a receivable is uncollectible, it is written off against the allowance account for trade and other receivables. Subsequent recoveries of amounts previously written off are credited against profit or loss.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at bank, cash in transit and demand deposits that have maturities of three months or less from inception, are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying value of cash and cash equivalents approximates their fair value based on the short-term nature of such assets and the effect of any fair value differences being negligible.
ISSUED CAPITAL AND RESERVES
Share Capital
Ordinary shares are classified as equity. Share capital includes the nominal value of ordinary shares issued and outstanding. The excess of the consideration received from issuance of shares over their nominal value is recognized in the capital reserve.
Capital Reserve
In addition to the excess of the consideration received from issuance of shares over their nominal value, capital reserve also includes any other contributions made by the shareholders of the Company of a cash or non-cash nature without the issuance of shares. Incremental costs directly attributable to the issuance of new ordinary shares or other shareholder contributions are shown in equity as a deduction, net of tax, from the proceeds.
Share Option and Warrants Reserve
The share option and warrants reserve is used to recognize the value of equity-classified share options and warrants, including share-based payments.
Foreign Exchange Translation Reserve
Foreign exchange translation reserve comprises foreign currency translation differences arising from the translation of the assets and liabilities of all Group entities from the functional currency into USD, the presentation currency.
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(Accumulated Deficit) Retained Earnings
(Accumulated deficit) retained earnings includes all current and prior period (losses) earnings.
FINANCIAL LIABILITIES
The Group recognizes a financial liability in its consolidated statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group’s financial liabilities are classified as financial liabilities at fair value through profit or loss and financial liabilities at amortized cost.
Financial liabilities not at fair value through profit or loss are recognized initially at fair value net of transaction costs that are directly attributable to the financial liability. Subsequent measurement of the liabilities differs based on the classification originally applied and is described below.
The Group derecognizes a financial liability from its consolidated statement of financial position when the obligation specified in the contract or arrangement is discharged, cancelled or expires.
Trade and Other Payables
Trade payables comprise obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.
Borrowings
Prior to the year ended December 31, 2019 the Company issued convertible promissory notes that were fully redeemed in 2019. The notes were convertible to share capital in several different scenarios. The Company treated these instruments as compound financial instruments consisting of an equity and a liability component only if the number of shares to be issued upon conversion did not vary with changes in their fair value, and their currency of denomination was equivalent to the issuer’s functional currency. Where these criteria were not both met, as was the case for all convertible promissory notes issued by the Company, the Company elected to recognize the entire convertible loan notes as financial liabilities carried at fair value through profit or loss.
In October 2018, the Company issued senior secured bonds which contained an embedded derivative that was not closely related to the host instrument. Therefore, the Group elected to recognize these bonds as financial liabilities carried at fair value through profit or loss.
Convertible notes and bonds classified as financial liabilities through profit or loss are carried initially and subsequently at their fair value, with changes in fair value recognized in the consolidated statement of comprehensive income. Any directly attributable transaction costs incurred upon issuing such instruments are recognized in profit or loss. These notes and bonds are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.
In March 2020, the Group repurchased a portion of the senior secured bonds in the open market, placing them in treasury. In December 2020, the Group cancelled the bonds held in treasury and early redeemed the remaining outstanding senior secured bonds. These transactions are accounted for as an extinguishment, and the liability is derecognized from the consolidated statement of financial position. As the senior secured bonds are accounted for at fair value through profit or loss, the Bonds are remeasured to fair value using the market quoted prices just prior to repurchase or redemption. Accordingly, any gain or loss on repurchase or redemption is classified as “(Losses) gains on financial liability at fair value through profit or loss”.
In December 2020, the Group entered into a two-year fixed rate term loan agreement with an investor which is accounted for at amortized cost using the effective interest method. The transaction costs directly attributable to the issuance are capitalized as part of the initial carrying amount of the term loan and subsequently amortized into profit or loss over its term through the application of the effective interest method.
GOVERNMENT GRANTS
In June 2020, the Group received an unsecured loan granted under the Paycheck Protection Plan program authorized by the United States government in response to the novel coronavirus (“COVID-19”) pandemic as part of the CARES Act. The loan is repayable but could be forgiven to the extent proceeds of the loan are used for eligible
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expenditures, such as payroll and other expenses described in the CARES Act. As the Group reasonably believes that it will meet the terms for forgiveness, the loan is accounted for as a grant related to income and initially recognized as a deferred income liability. Subsequent to initial recognition, the Company reduces the liability, with the offset presented as a reduction of the related expense (i.e., payroll related costs) in the year ended December 31, 2020.
REVENUE RECOGNITION
The Group generates revenue primarily from commissions derived from referrals of prospective players visiting the Group’s websites or mobile apps to the Group’s customers, who are regulated online gambling operators. Depending on the customer, commission revenue may be earned in the form of ongoing revenue-share fees, one-time fee for each acquired player (cost per acquisition, or CPA, fee), or both, which is referred to as hybrid.
Revenue-share fees represent a set percentage of net gaming revenues the operator generates over the lifetime of the referred player. Negative revenue share-amounts usually do not carry over into subsequent months. CPA fees are fixed rate fees owed for each player who registers and usually deposits a minimum balance on the operator’s site. Fees generated by each operator during a particular month are paid to the Group shortly after the month-end.
The Group transacts with its customers pursuant to the terms of marketing affiliate agreements and/or insertion orders, which typically do not require a minimum number of player referrals nor minimum fees, and can be terminated for convenience by either party at any time. Termination or changes in the terms of these agreements do not typically affect the rights of the parties or the fees earned or to be earned with respect to the players previously referred to the operator.
The Group considers each player referral to be a separate performance obligation. It is satisfied at the point in time when the referral is accepted by the relevant operator. The Group is not involved in the operator’s delivery of gaming or gambling services to players. Digital marketing activities of the Group and its subsidiaries are primarily to compile and to present content focused on prospective player education and engagement on websites and are not considered distinct services rendered to the operator customers.
CPA fees for each player referral are recognized when earned upon acceptance of the referral by the operator. Revenue-share fees for each referral are considered variable consideration and are only recognized to the extent it is probable that no significant reversal of cumulative revenue recognized for this referral will occur when the ultimate fees are known. Although performance is complete when the referral is accepted, the ultimate revenue-sharing fees from the referral are subject to significant uncertainties, including how long the referred player will remain active, the size and frequency of the wager amounts, and the patterns of wins and losses. These factors vary significantly between markets as well as between individual operators and are further influenced by competition from other entertainment channels, taxation and regulatory developments, disruptive events such as the COVID-19 pandemic, as well as general conditions of the economy. Consequently, revenue-share fees are considered constrained and not included in the transaction price and not recognized until earned during each month based on the relevant player’s activities. Revenue-share fees recognized by the Company are based on the revenues generated and expenses incurred by the customers and depend on the customers’ calculations, which could be subject to miscalculations or deliberate misrepresentation. The Company monitors revenues by customer to corroborate the amounts reported.
The Group has no material obligations for discounts, incentives or refunds of commissions subsequent to completion of performance obligations.
Other revenues are derived from promotion services whereby the Company charges a fixed fee for providing a prominent position to a customer on the Company’s website(s). The Company also generates revenue from fixed tenancy fees for operators who desire to be listed and critically reviewed on the Company’s sites. Control of the promotion service is transferred over time because the operators consume the benefit of the service in real time as it is being rendered. Therefore, these revenues are recognized straight-line over the applicable service period, with variable fees generally recognized as earned.
In 2020, the Company began generating subscription revenues from online gamblers. In exchange for a fixed fee, the Company provides continuous access to its all-inclusive platform for sports bettors that provides exclusive picks, tips and analysis. Control of the subscription service is transferred over time because the online gamblers consume
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the benefit of the service in real time as it is being rendered. Therefore, these revenues are recognized straight-line over the applicable service period.
There are no incremental costs to obtain and no costs to fulfill contracts with customers eligible to be capitalized.
OPERATING EXPENSES
Sales and Marketing Expenses
Sales and marketing expenses primarily consist of the following: (i) personnel related costs for commercial, marketing and content functions, (ii) amortization of intangible assets relates to amortization of domains, apps and customer contracts, and (iii) other expenses including pay per click advertising and external service providers. Sales and marketing expenses are expensed as incurred.
Technology Expenses
Technology expenses primarily consist of personnel related costs for software, web, and business intelligence technology functions as well as other expenses include hosting, software licenses, and external service providers. Technology expenses are expensed as incurred.
General and Administrative Expenses
General and administrative expenses primarily consist of the following: (i) personnel related costs for directors and executive management, finance, legal and human resource functions, (ii) amortization of right-of-use assets under IFRS 16, (iii) legal and consultancy fees for external auditors, tax, and legal advisors, (iv) non-recurring costs for transactions related to financing and investing, and (v) other expenses including short term leases, office expenses and travel and entertainment expenses. General and administrative expenses are expensed as incurred.
FINANCE INCOME
Finance income comprises interest income and unrealized/realized currency gains. Interest income is recognized as it accrues in profit or loss, using the effective interest method.
CURRENT AND DEFERRED TAX
The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized, or the deferred tax liability is settled.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
WARRANTS
Proceeds from the issue of common share purchase warrants (warrants) treated as equity are recorded as a separate component of equity. Costs incurred on the issuance of warrants are netted against proceeds. Warrants issued with common shares are measured at fair value at the date of issue using an appropriate pricing model as indicated in IFRS 9, and incorporates certain input assumptions including the warrant price, risk-free interest rate, expected warrant life and expected share price volatility. The fair value for equity-classified warrants is included in the share option and warrant reserve component of equity and is transferred to share capital and capital reserve on exercise.
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SHARE-BASED PAYMENTS
The Company operates equity-settled share-based compensation plans beginning in 2020. Through these plans, the Group has received services from employees and consultants as consideration for equity instruments (options) of the Company. The fair value of the assets acquired, or services received in exchange for the grant of the options is recognized as an expense.
The total amount to be expensed is determined by the fair value of the options granted, which is estimated:
| ∎ | Including the impact of any market performance conditions (for example, an entity’s share price); |
| ∎ | Excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and |
| ∎ | Including the impact of any non-vesting conditions (for example, the requirement for employees to hold shares for a specific period of time). |
At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market performance and service vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statement of comprehensive income, with a corresponding adjustment to equity. When the options are exercised, the Company, or another entity at the request of the Company, transfers shares to the option holder. For grants of options to the employees and consultants, the fair value of services received is measured by reference to the grant date fair value of the options.
In addition, the Board issues warrants to purchase common stock to eligible participants in exchange for cash consideration paid by the recipient at the warrant market value on the grant date. If the warrants are not issued in exchange for consideration at least equal to their fair value on the issuance date, or if the Company funds the purchase of the warrants, the warrants are considered compensation. Such warrants are classified as equity-settled share-based payment transactions if they are to be settled in shares or if the manner of settlement is outside the control of the warrant holder and settlement in shares is expected. Such warrants are measured at fair value on the grant date. The fair value of the warrants is determined using the Black-Scholes option pricing model. One of the warrants provides for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. This warrant is considered to be cash-settled and is liability-classified. The fair value of this warrant is determined at each financial position sheet date, with fair value recognized over the expected service period and changes recognized in profit and loss, using the Black-Scholes option pricing model.
DEFERRED OFFERING COSTS
Direct and incremental legal, accounting and other professional costs associated with the Company’s proposed initial public offering are deferred and classified as a component of other assets in the consolidated statement of financial position. Such costs will be offset against the proceeds received in the offering. If the proposed initial public offering is no longer probable of occurring, the deferred costs will be expensed at that time. The amount of deferred offering costs incurred during the year ended December 31, 2020 were $180 and are included in prepayments. There have been no deferred offering cost incurred during the year ended December 31, 2019.
LEASES
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group leases office premises in countries of its operation and applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognizes lease liabilities for future remaining lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use Assets
The Group recognizes a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, lease payments made at or before the commencement date less any lease incentives received, initial direct costs incurred, and restoration costs.
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Right-of-use assets are depreciated over the shorter of the lease term or the useful life of the right-of-use asset using the straight-line method.
Lease Liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of the following payments, when applicable:
| ∎ | Fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
| ∎ | Variable lease payments that are based on an index or a rate; |
| ∎ | Expected payments under residual value guarantees; |
| ∎ | The exercise price of purchase options, where exercise is reasonably certain; |
| ∎ | Lease payments in optional renewal periods, where exercise of extension options is reasonably certain; and |
| ∎ | Penalty payments for the termination of a lease if the lease term reflects the exercise of the respective termination option. |
Lease payments are discounted using the incremental borrowing rate that the lessee would have to pay to borrow funds under a secured loan with similar terms to those of the lease, to obtain an asset of value similar to the right-of-use asset in a similar economic environment. During the years ended December 31, 2019 and 2020, the incremental borrowing rate was estimated at 10.5%.
Lease liabilities are subsequently measured at amortized cost using the effective interest method. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, or a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments).
For short-term or low-value leases, the Group recognizes lease expense in the consolidated statement of comprehensive income on a straight-line basis over the period of the lease.
SEGMENT REPORTING
An operating segment is a part of the Group that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (“CEO”). The Group does not divide its operations into different segments, and the CODM operates and manages the Group’s entire operations as one segment, which is consistent with the Group’s internal organization and reporting system.
During the year ended December 31, 2020, GDC Malta Limited assigned its intellectual property to GDC Media Limited. As at December 31, 2019 and 2020, geographic analysis of the Group’s non-current assets, excluding deferred tax assets, was as follows:
| AS AT DECEMBER 31, | ||||||||
| 2019 | 2020 | |||||||
| Ireland |
2,357 | 25,794 | ||||||
| United States |
107 | 78 | ||||||
| Malta |
23,311 | 2 | ||||||
|
|
|
|
|
|||||
| 25,775 | 25,874 | |||||||
|
|
|
|
|
|||||
3. RISK MANAGEMENT
3.1 FINANCIAL RISK MANAGEMENT
The Group’s activities potentially expose it to a variety of financial risks: market risk (foreign exchange risk and cash flow and fair value interest rate risk), credit risk and liquidity risk. The management of the Group’s financial risk is based on a financial policy approved by the Board of Directors. The Group did not make use of derivative financial instruments to hedge risk exposures during the period.
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(A) Market Risk
(I) Foreign Exchange Risk
Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities which are denominated in a currency that is not the entity’s functional currency. The Group’s financial assets and financial liabilities are mainly denominated in EUR; however, some operations of the Group are carried out in USD and British Pound Sterling (“GBP”). Management performs ongoing assessments of foreign currency fluctuations on financial results; however, the Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk.
As of December 31, 2019 and 2020, the Group’s exposure to foreign exchange risks was primarily through cash and working capital balances held by its entities which have Euro as the functional currency. These balances included USD-denominated net assets of USD 6,459 and net liabilities of USD 1,732 and GBP-denominated net assets of USD 944 and USD 2,597 as of December 31, 2019 and 2020, respectively. Based on the sensitivity analyses performed, movements in USD and GBP exchange rates to EUR by 10% would result on average in gains or losses of USD 628 and USD 120 to the Group’s net profit (loss) for the year ended December 31, 2019. For the year ended December 31, 2020, movements in USD and GBP exchange rates to EUR by 10% would result on average in gains or losses of USD 175 and USD 262. Management anticipates 10% is a reasonable extent of currency fluctuations in the foreseeable future.
(II) Cash Flow and Fair Value Interest Rate Risk
The Group has minimal interest-bearing assets, and its borrowings carry fixed interest rates. The risk associated with the effects of fluctuations in the prevailing levels of market interest rates on its financing position and cash flows is not deemed to be substantial.
(B) Credit Risk
Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date is as follows:
| AS AT DECEMBER 31, | ||||||||
| 2019 | 2020 | |||||||
| Trade and other receivables (excluding prepayments) (Note 8) |
2,070 | 5,046 | ||||||
| Cash and cash equivalents (Note 9) |
6,992 | 8,225 | ||||||
|
|
|
|
|
|||||
| 9,062 | 13,271 | |||||||
|
|
|
|
|
|||||
For the year ended December 31, 2019 and 2020, revenues generated from a single customer amounted to 21% and 20% of the Group’s total sales for the year, respectively.
The Group has the following financial assets that are subject to the ECL model: trade receivables and other financial assets carried at amortized cost. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. The expected loss rates are based on the historical credit losses experienced over a recent twelve-month period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors (such as GDP growth, inflation rate and unemployment forecasts) affecting the ability of the customers to settle the receivables.
The aging of trade receivables that are past due but not impaired is shown below:
| AS AT DECEMBER 31, | ||||||||
| 2019 | 2020 | |||||||
| Between one and two months |
68 | 190 | ||||||
| Between two and three months |
31 | 21 | ||||||
| More than three months |
98 | 8 | ||||||
|
|
|
|
|
|||||
| 197 | 219 | |||||||
|
|
|
|
|
|||||
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The Company recognized an impairment on trade receivables in the year ended December 31, 2019 of USD 180 for the balance due from a partner (or 75% of the total balance due) as the collection of the full balance was concluded to be doubtful. The Company did not recognize any specific impairment on trade receivables in the year ended December 31, 2020.
The activity in the credit loss allowance was as follows:
| YEAR ENDED DECEMBER 31, | ||||||||
| 2019 | 2020 | |||||||
| As of January 1 |
240 | 340 | ||||||
| Increase in credit losses allowance |
293 | 254 | ||||||
| Write offs |
(193 | ) | (275 | ) | ||||
| Translation effect |
— | 33 | ||||||
|
|
|
|
|
|||||
| As of December 31 |
340 | 352 | ||||||
|
|
|
|
|
|||||
The Group actively manages credit limits and exposures in a practicable manner such that past due amounts receivable from the operator customers are within controlled parameters. Management assesses the credit quality of the operators, taking into account their financial position, past experience and other factors. The Group’s receivables are principally in respect of transactions with operators for whom there is no recent history of default. Management does not expect significant losses from non-performance by these operators above the ECL provision. The directors consider that the Group was not exposed to significant credit risk as at the end of the current reporting period.
The Group monitors intra-group credit exposures at the individual entity level on a regular basis and ensures timely performance in the context of its overall liquidity management. Management concluded the Group’s exposure to credit losses on intra-group receivables were immaterial.
As cash and cash equivalents are held with financial institutions, any credit risk is deemed to be immaterial. The IFRS 9 assessment conducted for these balances did not identify any material impairment loss as of December 31, 2019 or 2020.
(C) Liquidity Risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which are predominantly comprised of trade and other payables and borrowings (Notes 14 and 15). Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of adequate funding to meet the Group’s obligations when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation.
Management monitors liquidity risk by continual observation of cash inflows and outflows. To improve the net cash inflows and maintain cash balances at a specified level, management ensures that no additional financing facilities are expected to be required over the coming year. In this respect, management does not consider liquidity risk to the Group as significant when taking into account the liquidity management process referred to above.
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The following tables summarize the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments. During the year ended December 31, 2020, the Group repurchased and redeemed all of the outstanding senior secured bonds. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
| LESS THAN 1 YEAR |
BETWEEN 1 AND 2 YEARS |
MORE THAN 2 YEARS |
TOTAL | |||||||||||||
| As of December 31, 2019 |
||||||||||||||||
| Senior secured bonds due in 2021 |
1,887 | 19,862 | — | 21,749 | ||||||||||||
| Lease liability |
393 | 381 | 2,130 | 2,904 | ||||||||||||
| Trade and other payables |
1,181 | — | — | 1,181 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
3,461 | 20,243 | 2,130 | 25,834 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2020 |
||||||||||||||||
| Term loan |
480 | 6,480 | — | 6,960 | ||||||||||||
| Lease liability |
413 | 389 | 1,945 | 2,747 | ||||||||||||
| Trade and other payables |
2,428 | — | — | 2,428 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
3,321 | 6,869 | 1,945 | 12,135 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
3.2 CAPITAL RISK MANAGEMENT
The Group’s capital management objectives are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
At December 31, 2019 and 2020, the net current asset position of the Group was USD 7,008 and USD 10,059, respectively. Management prepares and reviews a rolling forecast of the Group’s operations for the 12-month period to anticipate any liquidity deficit. Per the assessment made as of the reporting date, the Group will have sufficient funds to settle liabilities in a timely manner in the foreseeable future.
The Group’s equity, as disclosed in the consolidated statement of financial position, constitutes its capital. The Group maintains the level of capital by reference to its financial obligations and commitments arising from operational requirements. In view of the nature of the Group’s activities, the capital level as at the end of the reporting year is deemed adequate.
3.3 FAIR VALUES OF FINANCIAL INSTRUMENTS
Financial instruments measured at fair value in the consolidated statement of financial position are grouped into three levels of fair value hierarchy. This grouping is determined based on the lowest level of significant inputs used in fair value measurement, as follows:
| 1. | Level I – quoted prices in active markets for identical assets or liabilities. |
| 2. | Level II – inputs other than quoted prices included within Level I that are observable for the instrument, either directly (i.e., as prices) or indirectly (i.e., derived from prices). |
| 3. | Level III – inputs for instrument that are not based on observable market data (unobservable inputs). |
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The following table summarizes the Group’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the date indicated:
| DECEMBER 31, 2019 | ||||||||||||||||
| LEVEL 1 | LEVEL 2 | LEVEL 3 | AGGREGATE FAIR VALUE |
|||||||||||||
| Liabilities: |
||||||||||||||||
| Senior secured bonds due in 2021 |
18,611 | — | — | 18,611 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
18,611 | — | — | 18,611 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| DECEMBER 31, 2020 | ||||||||||||||||
| LEVEL 1 | LEVEL 2 | LEVEL 3 | AGGREGATE FAIR VALUE |
|||||||||||||
| Liabilities: |
||||||||||||||||
| Senior secured bonds due in 2021 |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2019 and 2020, the carrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables reflected in the consolidated statement of financial position are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realization. There were no transfers into or out of any classification of financial instruments in the periods presented.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and amounts reported in the consolidated financial statements and accompanying notes. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
ASSET ACQUISITIONS
Between September 2016 and February 2018, the Group made five separate acquisitions of intellectual property consisting of domain names together with the related websites, mobile apps and content, and customer contracts. Effective January 1, 2019, the Group early adopted the amended definition of the business in IFRS 3 with retrospective application to prior acquisitions. As amended, IFRS 3 defines a business as an integrated set of activities and assets, which must include at a minimum an input and a substantive process that together significantly contribute to the ability to create output. Entities are also allowed to perform an optional concentration test. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar assets, the acquired integrated set does not constitute a business.
All the Group’s acquisitions satisfied the requirements of the concentration test, as substantially all of the fair value of the gross assets acquired was concentrated in the domain names together with the related websites, mobile apps, and content. The Group determined the value of the domain names is not separable from the content of the websites
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and apps and does not exist on its own, as potential players visit the websites and install and use the apps to research and select their desired gaming opportunities. In addition, no substantive processes were included in any of the acquisitions. When no workforce is acquired, a process is considered substantive when it is unique or scarce. The Group did not acquire any workforce, and promptly transitioned the acquired assets onto its technology platform, integrating them into its existing processes. The legacy processes underlying the acquired assets were not unique or scarce, as they were based on commercially available Internet technologies and did not incorporate any substantive know-how. The Group concluded that all prior acquisitions were acquisitions of assets, and that early adoption of the amended definition of the business in IFRS 3 did not have any quantifiable impact on the assessment of the acquisitions.
INDEFINITE LIFE INTANGIBLE ASSETS
The acquired domain names, together with the related assets, are assigned an indefinite useful life when there is evidence based on the analysis of the applicable market trends and circumstances, management plans, expected usage and information about the ongoing cash inflows that the asset will be able to generate cash flows to the Group for an indefinite period. Indefinite-life intangibles are not amortized but are tested for impairment annually as of December 31. In addition, the Group reassesses in each period the assumptions underlying the useful life of indefinite-life intangible assets and assigns such assets a finite life if indicated by changes in the applicable facts and circumstances. Finite-life domain names and the related assets are amortized using the straight-line method over the estimated period during which they are expected to continue to generate cash flows for the Group.
During the year ended December 31, 2019 and 2020, the Group had three domain name intangibles with an indefinite useful life and the aggregate carrying value of USD 18,434 and USD 20,270, respectively. The Group also had one finite-life mobile apps intangible asset, which was amortized over its useful life of 48 months and had a carrying value of USD 4,838 and USD 3,273 at December 31, 2019 and 2020, respectively. At December 31, 2019 and 2020, the Group has concluded no changes to the useful lives of these assets were necessary.
Intangible assets with an indefinite useful life are tested for impairment annually at December 31. For the purposes of impairment assessment, assets are grouped at the lowest level which generates cash inflows that are largely independent of the cash inflows of the remaining assets (cash-generating units). Substantially all of the Group’s cash inflows are generated through the use of its technology platform which is monetized via various informational portals that include domain names, websites and mobile apps. When customers utilize our platform, they acquire leads from the whole suite of websites rather than by domain. Accordingly, the Group determined it has one cash-generating unit that includes all of its intangibles, property and equipment, and right of use assets.
As of December 31, 2019 and 2020, the Group tested its indefinite-life intangible assets for impairment as part of the Group’s single cash generating unit. The recoverable amount of the cash-generating unit was based on the cash flow projections reflecting actual income from operations in 2019 and 2020, and projected cash flows for 2021—2029 in which an average annual rate of growth between 4% and 40% was assumed and a long-term sustainable growth rate of 3% was applied. The projected cash flows were discounted using a pre-tax discount rate of 18%. The effective tax rate was estimated at 12.5%. The methods for determining the significant inputs and assumptions are based on experience and expectations regarding market performance.
The Group concluded that the recoverable amount is well in excess of the assets’ carrying amount, and accordingly a sensitivity analysis in this regard is not disclosed. Consequently, the Group concluded no impairment charges were necessary.
When a triggering event arises, it may be necessary to test an asset for impairment at an individual asset level. This is the case when the asset’s fair value less costs to sell and value in use are both negligible. As of December 31, 2019 and 2020, no intangible assets met the criteria to be tested at the individual asset level.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Group entered into a senior secured bond arrangement in October 2018 with third parties. The bonds had an embedded early redemption derivative, and the Group elected to measure senior secured bonds at fair value through profit and loss. The fair value of the bonds is categorized as Level 1 and was determined using market quoted prices, after considering whether any adjustments may be required, for example, due to timing differences between the market transaction dates and the valuation dates. No adjustments to market quoted prices were required during the
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year ended December 31, 2019. During the year ended December 31, 2020, the Group repurchased and redeemed all of the outstanding senior secured bonds which is accounted for as an extinguishment. Therefore, the liability associated with the senior secured bonds is derecognized from the consolidated statement of financial position at December 31, 2020.
Warrants issued with common shares are measured at fair value at the date of issue using the Black-Scholes pricing model or binomial pricing model, and incorporate certain input assumptions including the share price, risk-free interest rate, expected warrant life and expected share price volatility. The fair value of certain warrants is included in the share options and warrants reserve component of equity and is transferred to share capital and capital reserve on exercise. The fair value of liability-classified warrants is determined using the Black-Scholes pricing model and such warrants are marked to market a each period end.
SHARE-BASED PAYMENTS
Management determines costs for share-based payments using market-based valuation techniques. The fair value of the equity-classified options and warrants are determined at the date of grant using the Black-Scholes option pricing model. One of the warrants provides for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. The warrant is considered to be a compound financial instrument with an equity component of nil. The debt component is treated as cash settled and is liability classified. The fair value of this warrant is determined at each statement of financial position date, with fair value recognized over the expected service period and changes recognized in profit and loss, using the Black-Scholes option pricing model.
Assumptions are made and judgments are used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, risk-free interest rate, expected dividend yield, expected term, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.
COMMON STOCK VALUATIONS
In valuing our common stock, the fair value of our business, or enterprise value, was determined using a combination of the market and income approaches. We believe both approaches are relevant and meaningful given our robust Company projections, publicly traded comparable stock information available and the price in the most recent equity transaction. The market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business and secondary transactions of our capital stock. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial results to estimate the value of the subject company. The market approach also includes consideration of the transaction price of secondary sales of our capital stock by investors. The income approach estimates the fair value of a company based on the present value of the company’s future estimated cash flows and the residual value of the company beyond the forecast period. These future cash flows, including the cash flows beyond the forecast period for the residual value, are discounted to their present values using an appropriate discount rate, to reflect the risks inherent in the company achieving these estimated cash flows.
Our assessments of the fair value of common stock for grant dates were based in part on the current available financial and operational information and the common stock value provided in the most recent valuation as compared to the timing of each grant. For financial reporting purposes, we considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.
For valuations after the completion of the listing of our common stock on The Nasdaq Stock Market, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of grant.
TAXATION
Deferred tax assets are recognized to the extent that it is probable future taxable profits will be available against which the temporary differences can be utilized. The key area of judgement is therefore an assessment of whether it
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is probable that there will be suitable taxable profits against which any deferred tax assets can be utilized. The deferred tax asset recognized as of December 31, 2020 was based on management’s performance projections for 2021 – 2025. We operate in a number of international tax jurisdictions. Judgement is required in respect of the interpretation of state, federal and international tax law and practices as e-commerce and tax continues to evolve. We file our tax returns and duty calculations and estimate our tax provisions based on current tax rules and practices and our transfer pricing policy, together with advice received from professional advisors and believe that our accruals for tax liabilities are adequate.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized, or the liability is settled based upon tax rates that have been enacted or substantively enacted by the Consolidated Statement of Financial Position date. Deferred tax is charged or credited in the Consolidated Statement of Comprehensive (Loss) and Income.
The carrying amount of deferred tax assets is reviewed at each Consolidated Statement of Financial Position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is measured using tax rates that have been enacted or substantially enacted by the Consolidated Statement of Financial Position date and are expected to apply when the related deferred tax asset or liability is realized or settled.
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Table of Contents
5. PROPERTY AND EQUIPMENT
| COMPUTER AND OFFICE EQUIPMENT |
LEASEHOLD IMPROVEMENTS |
TOTAL | ||||||||||
| At January 1, 2019 |
||||||||||||
| Cost |
376 | 219 | 595 | |||||||||
| Accumulated depreciation |
(121 | ) | (2 | ) | (123 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net book amount |
255 | 217 | 472 | |||||||||
|
|
|
|
|
|
|
|||||||
| Year Ended December 31, 2019 |
||||||||||||
| Opening net book amount |
255 | 217 | 472 | |||||||||
| Additions |
195 | — | 195 | |||||||||
| Depreciation charge |
(68 | ) | (42 | ) | (110 | ) | ||||||
| Translation differences |
(6 | ) | — | (6 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Closing net book amount |
376 | 175 | 551 | |||||||||
|
|
|
|
|
|
|
|||||||
| At December 31, 2019 |
||||||||||||
| Cost |
565 | 217 | 782 | |||||||||
| Accumulated depreciation |
(189 | ) | (42 | ) | (231 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net book amount |
376 | 175 | 551 | |||||||||
|
|
|
|
|
|
|
|||||||
| Year Ended December 31, 2020 |
||||||||||||
| Opening net book amount |
376 | 175 | 551 | |||||||||
| Additions |
41 | 5 | 46 | |||||||||
| Depreciation charge |
(100 | ) | (23 | ) | (123 | ) | ||||||
| Translation differences |
25 | 16 | 41 | |||||||||
|
|
|
|
|
|
|
|||||||
| Closing net book amount |
342 | 173 | 515 | |||||||||
|
|
|
|
|
|
|
|||||||
| At December 31, 2020 |
||||||||||||
| Cost |
663 | 243 | 906 | |||||||||
| Accumulated depreciation |
(321 | ) | (70 | ) | (391 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net book amount |
342 | 173 | 515 | |||||||||
|
|
|
|
|
|
|
|||||||
The following is the reconciliation of depreciation expense:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Depreciation expensed to technology expenses |
5 | 13 | ||||||
| Depreciation expensed to general and administrative expenses |
105 | 110 | ||||||
|
|
|
|
|
|||||
| Total depreciation expense |
110 | 123 | ||||||
|
|
|
|
|
|||||
6. LEASES
As of January 1, 2019, the Group had a long-term lease agreement for its office premises in Dublin with a total term of 9 years, and it can be early terminated after 6 years. Under IFRS 16, the Company concluded that it was reasonably certain that it would not terminate the lease; therefore, the lease term was deemed to be 9 years. The adoption of IFRS 16 on January 1, 2019 led to recognition of lease liability of USD 2,120, measured at the present value of remaining lease payments discounted at the Group’s weighted average incremental borrowing rate of 10.5%. As at December 31, 2020, the Company reassessed the lease term and concluded that it was reasonably certain that it would not terminate the lease; therefore, the lease term was deemed to be 7 years.
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In September 2019, the Group signed a 2-year lease office agreement in Tampa with total lease payments of USD 76 which, as discounted at the Group’s weighted average incremental borrowing rate of 10.5%, resulted in additional lease liability of USD 67 during the year ended December 31, 2019.
Below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the year:
| RIGHT-OF-USE ASSETS |
LEASE LIABILITIES |
|||||||
| At January 1, 2019 |
2,120 | 2,120 | ||||||
| Additions |
67 | 67 | ||||||
| Amortization of right-of-use assets |
(243 | ) | — | |||||
| Interest expense |
— | 211 | ||||||
| Payments |
— | (364 | ) | |||||
| Translation differences |
(30 | ) | (31 | ) | ||||
|
|
|
|
|
|||||
| At December 31, 2019 |
1,914 | 2,003 | ||||||
|
|
|
|
|
|||||
| Additions |
— | — | ||||||
| Amortization of right-of-use assets |
(272 | ) | — | |||||
| Interest expense |
— | 204 | ||||||
| Payments |
— | (399 | ) | |||||
| Translation differences |
157 | 167 | ||||||
|
|
|
|
|
|||||
| At December 31, 2020 |
1,799 | 1,975 | ||||||
|
|
|
|
|
|||||
Lease payments not recognized as a liability
The Group has elected not to recognize a lease liability for leases that are short term (with expected lease term of 12 months or less) or for low-value leases up to USD 25. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.
The expense relating to payments not included in the measurement of the lease liability is as follows:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Short-term leases |
534 | 203 | ||||||
| Leasing agreements with low-value |
96 | — | ||||||
|
|
|
|
|
|||||
| 630 | 203 | |||||||
|
|
|
|
|
|||||
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Table of Contents
7. INTANGIBLE ASSETS
| DOMAINS NAMES MOBILE APPS AND RELATED WEBSITES |
CUSTOMER CONTRACTS |
OTHER INTANGIBLES |
TOTAL | |||||||||||||
| At January 1, 2019 |
||||||||||||||||
| Cost |
25,713 | 1,007 | — | 26,720 | ||||||||||||
| Accumulated amortization |
(438 | ) | (813 | ) | — | (1,251 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net book amount |
25,275 | 194 | — | 25,469 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Year Ended December 31, 2019 |
||||||||||||||||
| Opening net book amount |
25,275 | 194 | — | 25,469 | ||||||||||||
| Additions |
90 | — | — | 90 | ||||||||||||
| Amortization charge |
(1,720 | ) | (153 | ) | — | (1,873 | ) | |||||||||
| Translation differences |
(373 | ) | (3 | ) | — | (376 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Closing net book amount |
23,272 | 38 | — | 23,310 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| At December 31, 2019 |
||||||||||||||||
| Cost |
25,430 | 993 | — | 26,423 | ||||||||||||
| Accumulated amortization |
(2,158 | ) | (955 | ) | — | (3,113 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net book amount |
23,272 | 38 | — | 23,310 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Year Ended December 31, 2020 |
||||||||||||||||
| Opening net book amount |
23,272 | 38 | — | 23,310 | ||||||||||||
| Additions |
12 | — | 32 | 44 | ||||||||||||
| Amortization charge |
(1,784 | ) | (33 | ) | (15 | ) | (1,832 | ) | ||||||||
| Translation differences |
2,043 | (5 | ) | — | 2,038 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Closing net book amount |
23,543 | — | 17 | 23,560 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| At December 31, 2020 |
||||||||||||||||
| Cost |
27,769 | 1,085 | 34 | 28,888 | ||||||||||||
| Accumulated amortization |
(4,226 | ) | (1,085 | ) | (17 | ) | (5,328 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net book amount |
23,543 | — | 17 | 23,560 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2019, the net book value of assets with finite useful lives was USD 4,876 of which USD 4,838 related to a finite life mobile app and USD 38 related to customer contracts, and the net book value of assets with indefinite useful lives was USD 18,434 related to domain names and related websites.
As of December 31, 2020, the net book value of assets with finite useful lives was USD 3,290 of which USD 3,273 related to a finite life mobile app and USD 17 related to other intangibles, and the net book value of assets with indefinite useful lives was USD 20,270 related to domain names and related websites.
As of January 1, 2019, the Group had an outstanding consideration obligation of USD 1,462 for assets purchased in a prior period. The balance was fully paid during the year ended December 31, 2019 for a final amount of USD 1,526 including earn-out adjustment of USD 90 and foreign exchange effect of USD 26.
The annual impairment testing of indefinite-life intangibles is discussed in Note 4.
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Table of Contents
8. TRADE AND OTHER RECEIVABLES
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Current |
||||||||
| Trade receivables, net (i) |
1,739 | 4,839 | ||||||
| Other receivables |
187 | 141 | ||||||
| Deposits |
144 | 66 | ||||||
| Prepayments |
297 | 460 | ||||||
|
|
|
|
|
|||||
| 2,367 | 5,506 | |||||||
|
|
|
|
|
|||||
| (i) | Trade receivables, net |
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Trade receivables, gross |
2,079 | 5,191 | ||||||
| Credit loss allowance |
(340 | ) | (352 | ) | ||||
|
|
|
|
|
|||||
| 1,739 | 4,839 | |||||||
|
|
|
|
|
|||||
Trade receivables are unsecured and subject to settlement typically within 30 days. Details on movements in the allowance are disclosed within Note 3.
9. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise the following:
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Cash at bank |
6,992 | 8,225 | ||||||
|
|
|
|
|
|||||
10. SHARE CAPITAL
| SHARES | USD | |||||||
| Issued and fully paid ordinary shares with a nominal value of EUR 0.002 (USD 0.002) each |
||||||||
| As at January 1, 2019 |
25,000,000 | 57 | ||||||
| Shares issued and sold |
2,291,543 | 4 | ||||||
|
|
|
|
|
|||||
| As at December 31, 2019 |
27,291,543 | 61 | ||||||
|
|
|
|
|
|||||
| Shares issued and sold |
1,264,879 | 3 | ||||||
|
|
|
|
|
|||||
| As at December 31, 2020 |
28,556,422 | 64 | ||||||
|
|
|
|
|
|||||
In October 2019, the Company issued and sold 2,291,543 ordinary shares to a third-party investor. As part of the transaction, the investor, subject to shareholders pre-emption rights, also received from the Company warrants to
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Table of Contents
purchase up to 985,610 ordinary shares at an exercise price of USD 3.04 per share (see Note 12 for additional details). The third-party investor also purchased 2,800,776 existing ordinary shares from an existing shareholder. Total proceeds for the Company from the transaction was USD 6,975 of which USD 6,500 was attributed to the shares issued and sold and USD 475 to the warrants issued. Costs attributable to the issue of new equity amounted to USD 155 and were netted against proceeds received.
In February 2020, the Group issued and sold 164,269 ordinary shares in exchange for cash proceeds of USD 500.
In June 2020, 115,000 share warrants were exercised, resulting in an increase to share capital of USD 124.
In October 2020, the warrants to purchase 985,610 ordinary shares of the Company at an exercise price of USD 3.04 per share were cancelled and replaced with rights to subscribe to shares on substantially the same terms. Pursuant to these rights, in December 2020, the Company issued and sold an aggregate of 985,610 of its ordinary shares for gross proceeds of USD 3,000 to the investor, some of the existing shareholders based on their pre-emptive rights, and several additional parties nominated by the investor, including the Company’s lender and directors. The sale of shares to directors included an element of compensation. Refer to additional details in Notes 13 and 23.
Share issuance costs totaling USD 55 were capitalized as a part of Share Capital for the year ended December 31, 2020.
At December 31, 2019 and 2020, total authorized share capital of the Company was 35,000,000 shares with a nominal value of EUR 0.002 (USD 0.002) each.
11. CAPITAL RESERVE
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Opening carrying amount |
9,772 | 16,007 | ||||||
| Share warrants exercised/repurchased/cancelled and replaced with new shares (Note 12) |
— | 545 | ||||||
| Share capital issue (Note 10), net of issuance costs |
6,235 | 3,427 | ||||||
|
|
|
|
|
|||||
| Closing carrying amount |
16,007 | 19,979 | ||||||
|
|
|
|
|
|||||
12. SHARE OPTION AND WARRANTS RESERVE
Changes in the share option and warrants reserve are as follows:
| OPTIONS AND WARRANTS |
USD | |||||||
| As at January 1, 2019 |
2,259,744 | 129 | ||||||
| Share warrants issued |
1,085,610 | 476 | ||||||
| Modification of share warrants |
— | 16 | ||||||
|
|
|
|
|
|||||
| As at December 31, 2019 |
3,345,354 | 621 | ||||||
|
|
|
|
|
|||||
| Share warrants & share options issued |
745,000 | 220 | ||||||
| Share warrants exercised |
(115,000 | ) | (2 | ) | ||||
| Share warrants cancelled and replaced with new shares |
(985,610 | ) | (541 | ) | ||||
| Share warrants repurchased |
(135,000 | ) | (2 | ) | ||||
|
|
|
|
|
|||||
| As at December 31, 2020 |
2,854,744 | 296 | ||||||
|
|
|
|
|
|||||
As per January 1, 2019, the Company had outstanding fully vested warrants held by executives and independent directors to purchase 1,750,000 ordinary shares with an exercise price of EUR 0.95 (USD1.06 at December 31,
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Table of Contents
2019) per share. In 2020, 115,000 of the warrants were exercised, 135,000 of the warrants were repurchased for consideration of USD 133, and the remaining 1,600,000 warrants are exercisable between January 1 and June 30, 2022.
As per January 1, 2019, the Company also had outstanding fully vested warrants held by an executive to purchase 509,744 ordinary shares with an exercise price of USD 0.80. In June 2019, the Group extended the exercise period of the warrants to become exercisable between January 1 and June 30, 2022. The extension of the exercise period resulted in an incremental compensation expense of USD 16 in the year ended December 31, 2019, and was determined using the binomial model with the main data inputs being volatility of 48%, an expected life of 3 years, and an annual risk-free interest rate of negative 0.620%.
In June 2019, the Company issued and sold share warrants to an executive to purchase 100,000 ordinary shares at an exercise price of EUR 2.20 (USD 2.46 at December 31, 2019) per share, in exchange for payment in cash equal to the fair value of the warrants granted. The fair value of USD 1 was determined using the binomial model with the main data inputs being volatility of 48%, an expected life of 3 years, and an annual risk-free interest rate of negative 0.620%. The warrants were exercisable between January 1, 2022 and June 30, 2022. No compensation expense resulted from the issuance of these share warrants due to purchase at fair value during the year ended December 31, 2019. The warrants were repurchased by the Company in March 2020.
As part of a transaction including issuance of shares in October 2019 to an investor, the Company issued share warrants subject to the other shareholders’ pre-emption rights to purchase up to 985,610 ordinary shares at an exercise price of USD 3.04 per share, exercisable between seven and twelve months from the issuance date. The fair value of the share warrants of USD 475 was determined using the Black-Scholes model with the main data inputs being volatility of 42.6% and an annual risk-free interest rate of 1.63%. In October 2020, the warrants were cancelled and replaced with rights to subscribe to shares on substantially the same terms. Pursuant to these rights, in December 2020 the Company issued and sold 985,610 ordinary shares in exchange for gross cash proceeds of USD 3,000. Refer to additional detail in Note 10.
In 2020, the Group granted certain employees and consultants options and warrants pursuant to the 2020 Stock Incentive Plan (see Note 13) to purchase 745,000 shares with a weighted average exercise price equal to EUR 3.01 (USD 3.52) per share. The options vest in tranches over the service period of four years. The majority of the warrants were fully vested when issued, except for 200,000 warrants.
As at December 31, 2020, there was a total of 2,854,744 warrants and options outstanding including 745,000 warrants and options issued under the 2020 Stock Incentive Plan (see Note 13).
13. SHARE-BASED PAYMENTS
On October 22, 2020, the Company’s shareholders, in an extraordinary general meeting, approved the 2020 Stock Incentive Plan (“the Plan”). Under the Plan, employees, officers, directors and consultants and advisors, on the grant date are eligible to purchase share warrants or receive share options, which can be in the form of incentive stock options and nonstatutory stock options. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. The number of options granted, and the exercise price of the options is fixed by the Board of Directors of the Company.
According to the Plan, awards may be made for up to 1,500,000 shares of the Company, EUR 0.002 par value per share of common stock. If any award expires or is terminated, surrendered, or canceled without having been fully exercised or is forfeited in whole or in part, or results in any common stock not being issued, the unused common stock covered by such award shall again be available for the grant of awards under the Plan.
In 2020, the Board granted 495,000 stock options and 250,000 warrants with a weighted average exercise price of EUR 3.01 (USD 3.52).
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Table of Contents
The number of awards outstanding as at December 31, 2020, is as follows:
| NUMBER OF AWARDS |
WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN EUR |
|||||||
| Awards outstanding as at January 1, 2020 |
— | — | ||||||
| Granted |
745,000 | 3.01 | ||||||
|
|
|
|
|
|||||
| Awards outstanding as at December 31, 2020 |
745,000 | 3.01 | ||||||
|
|
|
|
|
|||||
In December 2020, an investor in the Company nominated several Board members to purchase shares in the Company at an exercise price of USD 3.04 per share pursuant to its subscription rights that replaced a warrant to purchase the Company’s ordinary shares issued in connection with the Company financing during 2019 (see Note 10). An aggregate of 46,428 ordinary shares were purchased pursuant to this arrangement. The Company recognized an aggregate compensation expense of USD 66 based on the difference between the purchase price of the shares and the deemed fair value of the Company’s ordinary stock on the purchase date.
Determination of Fair Value of Options and Warrants
One of the warrants provides for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. This warrant is considered to be cash-settled and is liability-classified. The fair value of this warrant is determined at each statement of financial position date, with fair value recognized over the expected service period and changes recognized in profit and loss, using the Black-Scholes option pricing model. The fair value per share for this warrant as of December 31, 2020 of EUR 0.67 was determined using the Black-Scholes model with the main data inputs being volatility of 55%, an expected life of 3.89 years and an annual risk-free interest rate of 0.17%. The exercise price for this warrant is EUR 3.01 per share. The remaining inputs are consistent with the below option table.
Weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of other options and warrants granted during the year ended December 31 are as follows:
| 2020 | ||||
| Exercise price, EUR |
3.01 | |||
| Share price, EUR |
3.70 | |||
| Risk free interest rate |
0.41 | % | ||
| Expected volatility |
55 | % | ||
| Expected option term |
5.16 years | |||
| Dividend yield |
0 | % | ||
Expected volatility is based on historical volatility of comparable companies. As of December 31, 2020, the weighted average remaining contractual life for options and warrants issued as share based payments was 6.96 years. The range of exercise prices for options and warrants issued as share based payments was USD 3.52 to EUR 3.01 as of December 31, 2020.
Share-based Payment Reserve
| (in thousands) | 2020 | |||
| Balance at January 1 |
— | |||
| Forfeiture and reclass to Other Reserves |
— | |||
| Expense for year |
371 | |||
|
|
|
|||
| Liability classified warrants |
(151 | ) | ||
| Share-based payment reserve at December 31 |
220 | |||
|
|
|
|||
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Table of Contents
Share-based payment reserve is included within the share option and warrants reserve (see Note 12).
14. BORROWINGS
Below is the carrying amount of the Group’s borrowings, excluding the term loan and PPP loan, and the movements during the year:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| As at January 1, at fair value |
23,050 | 18,611 | ||||||
| Senior secured bonds sold, at cash |
560 | — | ||||||
| Interest paid |
(2,246 | ) | (1,656 | ) | ||||
| Interest accrued (Note 20) |
2,008 | 1,495 | ||||||
| Fair value movements |
94 | (1,417 | ) | |||||
| Redemptions related to convertible promissory notes |
(4,480 | ) | — | |||||
| Repurchases and redemptions of senior secured bonds |
— | (17,352 | ) | |||||
| Translation differences |
(375 | ) | 319 | |||||
|
|
|
|
|
|||||
| As at December 31, at fair value |
18,611 | — | ||||||
|
|
|
|
|
|||||
Below is the carrying amount of the Group’s term loan and PPP loan and the movements during the year:
| YEAR ENDED DECEMBER 31, |
||||
| 2020 | ||||
| As at January 1, at fair value |
— | |||
| Term loan received, net |
5,934 | |||
| PPP loan received |
180 | |||
| Offset of PPP loan |
(180 | ) | ||
| Interest accrued (Note 20) |
26 | |||
|
|
|
|||
| As at December 31, at fair value |
5,960 | |||
|
|
|
|||
As of December 31, 2019 and 2020, the non-current and current borrowings are as follows:
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Non-current |
18,242 | 5,937 | ||||||
| Current |
369 | 23 | ||||||
|
|
|
|
|
|||||
| Total |
18,611 | 5,960 | ||||||
As of December 31, 2019 and 2020, the total outstanding borrowings are as follows:
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Senior secured bonds |
18,611 | — | ||||||
| Term loan |
— | 5,960 | ||||||
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Table of Contents
During the year ended December 31, 2019, the Group had outstanding Euro-denominated senior secured bonds due in 2021 which were secured with the Company’s interest in its subsidiaries and therefore with substantially all of the Group’s assets. These bonds bore an interest rate of 10.5% per annum and could be redeemed early by the Company at a premium ranging between 1.05% and 5.25% depending on the timing. Interest on the bonds was subject to increase by 0.5% to 1.5% if the Group did not maintain certain leverage ratios. Bondholders also had a right of early redemption in the event of the Group’s change in control or default. The bonds were listed on Nasdaq Stockholm.
As at January 1, 2019, the nominal amount of the senior secured bonds outstanding was EUR 15,500 (USD 17,665). During 2019, the Group sold to third parties additional bonds from treasury with a nominal amount of EUR 500 (USD 560 at December 31, 2019). At December 31, 2019, the aggregate nominal amount of the senior secured bonds due in 2021 amounted to EUR 16,000 (USD 17,974) carried at fair value of USD 18,242, and accrued interest was USD 369.
As at January 1, 2019, the Group had outstanding convertible promissory notes with a nominal amount of EUR 2,625 (USD 2,939) due on June 30, 2019, bearing interest at 10% per annum and convertible at maturity at a rate based on the Group’s EBITDA for the last quarter prior to the maturity date. In addition, the Group had an outstanding balance of USD 1,541 owed to certain existing shareholders who had redeemed convertible promissory notes on the Company’s behalf during 2018. During 2019, the Group redeemed in cash the remaining convertible promissory notes and repaid the balance owed to the shareholders.
All debt securities outstanding during the year ended December 31, 2019 were designated by management as financial liabilities at fair value through profit and loss. At December 31, 2019, the fair value of the senior secured bonds exceeded the nominal value of these bonds by USD 270 and was determined using market quotes.
In March 2020, the Group repurchased a portion of the senior secured bonds with a nominal amount (including accrued interest) of EUR 4,364 (USD 4,975), in exchange for a cash payment of EUR 3,123 (USD 3,567) and subsequently cancelled the purchased bonds. In December 2020, the Group early redeemed the remaining outstanding senior secured bonds with a nominal amount of EUR 11,700 (USD 13,364), in exchange for a cash payment of EUR 12,069 (USD 13,785), which includes the redemption premium of 3.15%. The total cash outflow for the redemption of the bonds was EUR 12,301 (USD 14,050) which included accrued interest. These transactions were accounted for as an extinguishment, and the liability was derecognized from the consolidated statement of financial position as at December 31, 2020. As the senior secured bonds were accounted for at fair value through profit or loss, such bonds were remeasured to fair value using the market quoted prices just prior to repurchase or redemption. Accordingly, the gain on repurchase of EUR 1,241 (USD 1,417) is recorded as “Fair value movements”, and the redemption premium of EUR 369 (USD 421) is recorded within “Repurchases and redemptions of senior secured bonds” for the year ended December 31, 2020.
In June 2020, the Group received USD 180 under an unsecured loan granted under the Payment Protection Plan program authorized by the United States government in response to the novel coronavirus (“COVID-19”) pandemic, as part of the CARES Act. The loan is repayable in monthly instalments from April 2021 to May 2022, bears interest at 1% per annum and could be forgiven to the extent proceeds of the loan are used for eligible expenditures, such as payroll and other expenses described in the CARES Act. As the Group reasonably believes that it will meet the terms for forgiveness, the loan is accounted for as a grant related to income and initially recognized as a deferred income liability. Subsequent to initial recognition, the Company reduced the liability, with the offset presented as a reduction of the related expense (i.e., payroll related costs) during the year ended December 31, 2020.
In December 2020, the Group entered into a term loan agreement with an investor, pursuant to which it borrowed USD 6,000 bearing an interest rate of 8% and due in December 2022, which was used, in part, to redeem the remaining outstanding senior secured bonds due in 2021. The term loan is accounted for at amortized cost using the effective interest method. The transaction costs directly attributable to the issuance were USD 66 and are capitalized as part of the initial carrying amount of the term loan and subsequently amortized into profit or loss over its term through the application of the effective interest method.
F-33
Table of Contents
15. TRADE AND OTHER PAYABLES
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Trade payables (i) |
503 | 521 | ||||||
| Accruals |
420 | 1,447 | ||||||
| Indirect taxes |
184 | 225 | ||||||
| Liability classified warrants |
— | 151 | ||||||
| Other payables |
74 | 84 | ||||||
|
|
|
|
|
|||||
| 1,181 | 2,428 | |||||||
|
|
|
|
|
|||||
| (i) | Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence. |
16. DEFERRED TAX
Deferred tax assets and liabilities are offset when they relate to the same fiscal authority, and there is a legally enforceable right to offset current tax assets against current tax liabilities.
The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position:
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Deferred tax asset to be recovered after more than 12 months |
878 | 5,778 | ||||||
| Deferred tax liability to be recovered after more than 12 months |
(878 | ) | — | |||||
|
|
|
|
|
|||||
| — | 5,778 | |||||||
|
|
|
|
|
|||||
The change in the deferred income tax account is as follows:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| At January 1 |
452 | — | ||||||
| Charged to the consolidated statement of comprehensive income |
(452 | ) | 5,377 | |||||
| Translation differences |
— | 401 | ||||||
|
|
|
|
|
|||||
| Deferred tax asset at December 31 |
— | 5,778 | ||||||
|
|
|
|
|
|||||
Deferred taxes are calculated on temporary differences under the liability method using the principal tax rate within the relevant jurisdiction. The balance is comprised of the following:
| AS AT DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Intangible assets |
(878 | ) | 4,956 | |||||
| Trading losses and other allowances |
878 | 822 | ||||||
|
|
|
|
|
|||||
| Net deferred tax assets |
— | 5,778 | ||||||
|
|
|
|
|
|||||
F-34
Table of Contents
At December 31, 2019, the Group had unutilized trading losses and other allowances of USD 25,950 of which USD 8,401 were not recognized based on management’s performance projections for 2020 – 2024 and the related ability to utilize the tax losses. At December 31, 2020, the Group had unutilized trading losses and other allowances of USD 25,458 of which USD 9,011 were not recognized based on management’s performance projections for 2021 – 2025 and the related ability to utilize the tax losses. The resulting deferred tax asset of USD 822 is based on the deductions allowed by Article 14(1)(m) of the Malta Income Tax Act. At December 31, 2019, taxable temporary differences arising from intangible assets were USD 17,549 and were fully reversed in 2020 as a result of transferring the intangible assets. At December 31, 2020, the Group had unutilized capital allowances of USD 79,296 related to the transferred intangible assets, of which USD 39,645 were not recognized based on management’s performance projections for 2021 – 2025 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of USD 4,956.
17. REVENUE
Revenue is disaggregated based on how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
For the year ended December 31, 2019, our top ten customers accounted for 56% of our revenue and our largest customer accounted for 21% of our revenue. For the year ended December 31, 2020, our top ten customers accounted for 55% of our revenue and our largest customer accounted for 20% of our revenue.
The Group presents revenue as disaggregated by market based on the location of the end user as follows:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| U.K. and Ireland |
13,412 | 16,189 | ||||||
| Other Europe |
2,879 | 5,252 | ||||||
| North America |
1,916 | 3,959 | ||||||
| Rest of the world |
1,059 | 2,580 | ||||||
|
|
|
|
|
|||||
| Total revenues |
19,266 | 27,980 | ||||||
|
|
|
|
|
|||||
The Group presents disaggregated revenue by monetization type as follows:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Hybrid commission |
11,060 | 14,738 | ||||||
| Revenue share commission |
3,856 | 3,308 | ||||||
| CPA commission |
3,447 | 9,047 | ||||||
| Other revenue |
903 | 887 | ||||||
|
|
|
|
|
|||||
| Total revenues |
19,266 | 27,980 | ||||||
|
|
|
|
|
|||||
F-35
Table of Contents
The Group also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type is as follows:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Casino |
14,020 | 24,135 | ||||||
| Sports |
4,686 | 3,210 | ||||||
| Other |
560 | 635 | ||||||
|
|
|
|
|
|||||
| Total revenues |
19,266 | 27,980 | ||||||
|
|
|
|
|
|||||
18. OPERATING EXPENSES
Sales and marketing expenses
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Wages, salaries, benefits and social security costs |
4,303 | 4,515 | ||||||
| External marketing expenses |
3,526 | 1,208 | ||||||
| Amortization of intangible assets |
1,873 | 1,817 | ||||||
| Share-based payments |
— | 63 | ||||||
| Other |
1,160 | 500 | ||||||
|
|
|
|
|
|||||
| Total sales and marketing expenses |
10,862 | 8,103 | ||||||
|
|
|
|
|
|||||
Technology expenses
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Wages, salaries, benefits and social security costs |
2,225 | 2,183 | ||||||
| Depreciation of property and equipment |
5 | 13 | ||||||
| Amortization of intangible assets |
— | 15 | ||||||
| Share-based payments |
— | 91 | ||||||
| Other |
268 | 201 | ||||||
|
|
|
|
|
|||||
| Total technology expenses |
2,498 | 2,503 | ||||||
|
|
|
|
|
|||||
F-36
Table of Contents
General and administrative expenses
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Wages, salaries, benefits and social security costs |
1,757 | 3,114 | ||||||
| Share-based payments |
— | 217 | ||||||
| Depreciation of property and equipment |
105 | 110 | ||||||
| Amortization of right-of-use assets |
243 | 272 | ||||||
| Short term leases |
630 | 203 | ||||||
| Legal and consultancy fees |
460 | 928 | ||||||
| Non-recurring accounting and legal fees related to offering |
— | 724 | ||||||
| Non-recurring costs related to lease termination |
121 | 155 | ||||||
| Other |
897 | 233 | ||||||
|
|
|
|
|
|||||
| Total general and administrative expenses |
4,213 | 5,956 | ||||||
|
|
|
|
|
|||||
19. PERSONNEL
The average number of employees, including executive and non-executive directors, during the year was as follows:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Executive directors |
1 | 1 | ||||||
| Non-executive directors |
5 | 5 | ||||||
| Sales and marketing employees |
61 | 57 | ||||||
| Technology employees |
23 | 30 | ||||||
| General and administrative employees |
20 | 18 | ||||||
|
|
|
|
|
|||||
| 110 | 111 | |||||||
|
|
|
|
|
|||||
As of December 31, 2019 and 2020, the Group had 117 and 119 employees, respectively.
20. FINANCE INCOME AND FINANCE EXPENSES
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Finance income |
140 | 303 | ||||||
| Finance expenses |
(2,475 | ) | (2,099 | ) | ||||
|
|
|
|
|
|||||
| Net finance expenses |
(2,335 | ) | (1,796 | ) | ||||
|
|
|
|
|
|||||
Finance income of the Group is mainly comprised of translation gains of balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency.
Finance expenses for the year ended December 31, 2019 is comprised of USD 2,008 of interest expense on senior secured bonds due in 2021 and convertible promissory notes, USD 211 of interest expense on lease liabilities, USD 108 of translation losses of balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and USD 148 of other finance expenses related issuance of the senior secured bond.
F-37
Table of Contents
Finance expenses for the year ended December 31, 2020 is comprised of USD 1,521 of interest expense on senior secured bonds due in 2021 and the term loan, USD 204 of interest expense on lease liabilities, USD 157 of costs to repurchase warrants, USD 173 of translation losses of balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and USD 44 related to other finance charges.
21. BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding during the year. Due to the net loss recorded for the year ended December 31, 2019 and 2020, potential ordinary shares were anti-dilutive for the loss per share calculation.
| YEAR ENDED DECEMBER 31, | ||||||||
| 2019 | 2020 | |||||||
| Net (loss) income for the year attributable to the equity holders |
(1,901 | ) | 15,151 | |||||
| Weighted-average number of ordinary shares, basic |
25,477,405 | 27,595,446 | ||||||
|
|
|
|
|
|||||
| Net (loss) income per share attributable to ordinary shareholders, basic |
(0.07 | ) | 0.55 | |||||
|
|
|
|
|
|||||
| Net (loss) income for the year attributable to the equity holders |
(1,901 | ) | 15,151 | |||||
| Weighted-average number of ordinary shares, diluted |
25,477,405 | 30,879,550 | ||||||
|
|
|
|
|
|||||
| Net (loss) income per share attributable to ordinary shareholders, diluted |
(0.07 | ) | 0.49 | |||||
|
|
|
|
|
|||||
Common stock warrants and options to purchase 3,345,354 and 3,284,104 ordinary shares were outstanding at December 31, 2019 and 2020, respectively, that could potentially be dilutive in the future (Note 12).
For disclosures regarding the number of outstanding shares, see Note 10.
22. TAX EXPENSE (BENEFIT)
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Current tax expense |
420 | 978 | ||||||
| Deferred tax charge (Note 16) |
452 | — | ||||||
| Deferred tax credit (Note 16) |
— | (5,377 | ) | |||||
|
|
|
|
|
|||||
| 872 | (4,399 | ) | ||||||
|
|
|
|
|
|||||
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the applicable tax rate of 5% as follows:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| (Loss) income before tax |
(1,029 | ) | 10,752 | |||||
|
|
|
|
|
|||||
| Tax expense at 5% |
(52 | ) | 538 | |||||
| Tax effects of: |
||||||||
| Disallowed expenses (credits) |
322 | (692 | ) | |||||
| Movements in temporary differences |
233 | (1,892 | ) | |||||
| Income subject to other tax rates |
248 | (2,144 | ) | |||||
| Other |
121 | (209 | ) | |||||
|
|
|
|
|
|||||
| 872 | (4,399 | ) | ||||||
|
|
|
|
|
|||||
F-38
Table of Contents
23. RELATED PARTY TRANSACTIONS
All significant shareholders and other companies controlled or significantly influenced by the shareholders, and all members of the key management personnel of the Group are considered by the Board of Directors to be related parties.
Directors’ and key management emoluments
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including Directors. Compensation paid or payable to key management was comprised of the following:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Salaries and remuneration to key management and executive directors |
714 | 1,379 | ||||||
| Non-executive directors’ fees |
150 | 246 | ||||||
|
|
|
|
|
|||||
| 864 | 1,625 | |||||||
|
|
|
|
|
|||||
The emoluments paid to the Directors during the year ended December 31, 2019 and 2020 amounted to USD 450 and USD 834, respectively.
The following transactions were carried out with related parties:
| YEAR ENDED DECEMBER 31, |
||||||||
| 2019 | 2020 | |||||||
| Expenses |
||||||||
| Remuneration paid as consultancy fees |
468 | 874 | ||||||
| Salaries and wages |
246 | 542 | ||||||
| Other expenses |
13 | 16 | ||||||
|
|
|
|
|
|||||
| 727 | 1,432 | |||||||
|
|
|
|
|
|||||
As per December 31, 2019 and 2020, the balance outstanding to a related party was USD 34 and USD 25, respectively.
The Company issued and amended warrants to shareholders, key management and non-executive board members in prior periods and during 2019 (Note 12). As at December 31, 2019 and 2020 the following warrants were held by related parties:
| 2019 | 2020 | |||||||
| Key management and executive directors |
2,129,821 | 1,909,744 | ||||||
| Non-executive directors |
616,757 | — | ||||||
|
|
|
|
|
|||||
| 2,746,578 | 1,909,744 | |||||||
|
|
|
|
|
|||||
During the year ended December 31, 2020, non-executive directors exercised 115,000 warrants and the Company repurchased 35,000 warrants. Additionally, in December 2020 the Company issued and sold to related parties 655,783 ordinary shares in exchange for cash proceeds of USD 1,990. These shares were sold pursuant to the rights to subscribe to shares that previously replaced warrants to purchase the Company’s ordinary shares issued in
F-39
Table of Contents
connection with the Company financing during 2019 (see Note 10). Of the aggregate 655,783 ordinary shares purchased, 46,438 shares were purchased by the Company’s directors nominated by the holder of the warrants, and included an element of compensation (see Note 12). The remaining 609,345 shares were purchased by the original investor in the 2019 financing and other related parties.
24. EVENTS AFTER THE REPORTING PERIOD
In January 2021, the Group completed the application process and was issued a sports betting vendor registration by the Virginia Lottery to provide marketing services for licensed operators in the state of Virginia. Subsequently, in March 2021, the Group launched VirginiaIsForBettors.com.
In May 2021, the Group was registered as an Internet Gaming and sports bettor vendor in Michigan.
F-40
Table of Contents
GAMBLING.COM GROUP LIMITED
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(USD in thousands, except per share amounts)
|
|
THREE MONTHS ENDED MARCH 31, |
|||||||||||
| NOTE | 2020 | 2021 | ||||||||||
| Revenue |
15 | 4,111 | 11,517 | |||||||||
| Sales and marketing expenses |
16 | (2,260 | ) | (2,704 | ) | |||||||
| Technology expenses |
16 | (535 | ) | (690 | ) | |||||||
| General and administrative expenses |
16 | (1,083 | ) | (2,772 | ) | |||||||
| Allowance for credit losses |
3 | (147 | ) | (140 | ) | |||||||
|
|
|
|
|
|||||||||
| Operating profit |
86 | 5,211 | ||||||||||
| Gains on financial liability at fair value through profit or loss |
12 | 4,999 | — | |||||||||
| Finance income |
17 | 286 | 158 | |||||||||
| Finance expense |
17 | (587 | ) | (237 | ) | |||||||
|
|
|
|
|
|||||||||
| Income before tax |
4,784 | 5,132 | ||||||||||
| Income tax charge |
19 | (51 | ) | (666 | ) | |||||||
|
|
|
|
|
|||||||||
| Net income for the period attributable to the equity holders |
4,733 | 4,466 | ||||||||||
|
|
|
|
|
|||||||||
| Other comprehensive income |
||||||||||||
| Exchange differences on translating foreign currencies |
(409 | ) | (1,692 | ) | ||||||||
|
|
|
|
|
|||||||||
| Total comprehensive income for the period attributable to the equity holders |
4,324 | 2,774 | ||||||||||
|
|
|
|
|
|||||||||
| Net income per share attributable to ordinary shareholders, basic |
18 | 0.17 | 0.16 | |||||||||
| Net income per share attributable to ordinary shareholders, diluted |
18 | 0.15 | 0.14 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-41
Table of Contents
GAMBLING.COM GROUP LIMITED
Condensed Consolidated Statements of Financial Position (Unaudited)
(USD in thousands)
| NOTE | DECEMBER 31, 2020 |
MARCH 31, 2021 |
||||||||||
| ASSETS |
||||||||||||
| Non-current assets |
||||||||||||
| Property and equipment |
4 | 515 | 488 | |||||||||
| Intangible assets |
6 | 23,560 | 22,365 | |||||||||
| Right-of-use assets |
5 | 1,799 | 1,659 | |||||||||
| Deferred tax asset |
14 | 5,778 | 5,456 | |||||||||
|
|
|
|
|
|||||||||
| Total non-current assets |
31,652 | 29,968 | ||||||||||
|
|
|
|
|
|||||||||
| Current assets |
||||||||||||
| Trade and other receivables |
7 | 5,506 | 6,390 | |||||||||
| Cash and cash equivalents |
8,225 | 14,035 | ||||||||||
|
|
|
|
|
|||||||||
| Total current assets |
13,731 | 20,425 | ||||||||||
|
|
|
|
|
|||||||||
| Total assets |
45,383 | 50,393 | ||||||||||
|
|
|
|
|
|||||||||
| EQUITY AND LIABILITIES |
||||||||||||
| Equity |
||||||||||||
| Share capital |
8 | 64 | 64 | |||||||||
| Capital reserve |
9 | 19,979 | 19,979 | |||||||||
| Share option and warrants reserve |
10,11 | 296 | 466 | |||||||||
| Foreign exchange translation reserve |
2,530 | 838 | ||||||||||
| Retained earnings |
11,343 | 15,809 | ||||||||||
|
|
|
|
|
|||||||||
| Total equity |
34,212 | 37,156 | ||||||||||
|
|
|
|
|
|||||||||
| Non-current liabilities |
||||||||||||
| Borrowings |
12 | 5,937 | 5,938 | |||||||||
| Lease liability |
5 | 1,562 | 1,447 | |||||||||
|
|
|
|
|
|||||||||
| Total non-current liabilities |
7,499 | 7,385 | ||||||||||
|
|
|
|
|
|||||||||
| Current liabilities |
||||||||||||
| Trade and other payables |
13 | 2,428 | 4,098 | |||||||||
| Borrowings and accrued interest |
12 | 23 | 2 | |||||||||
| Lease liability |
5 | 413 | 396 | |||||||||
| Income tax payable |
808 | 1,356 | ||||||||||
|
|
|
|
|
|||||||||
| Total current liabilities |
3,672 | 5,852 | ||||||||||
|
|
|
|
|
|||||||||
| Total liabilities |
11,171 | 13,237 | ||||||||||
|
|
|
|
|
|||||||||
| Total equity and liabilities |
45,383 | 50,393 | ||||||||||
|
|
|
|
|
|||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-42
Table of Contents
GAMBLING.COM GROUP LIMITED
Condensed Consolidated Statements of Changes In Equity (Unaudited)
(USD in thousands)
| NOTE | SHARE CAPITAL |
CAPITAL RESERVE |
SHARE OPTION AND WARRANTS RESERVE |
FOREIGN EXCHANGE TRANSLATION RESERVE |
RETAINED EARNINGS/ ACCUMULATED DEFICIT |
TOTAL | ||||||||||||||||||||||
| Balance at January 1, 2020 |
61 | 16,007 | 621 | 50 | (3,808 | ) | 12,931 | |||||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||||||
| Issue of share capital |
8, 9 | — | 470 | — | — | — | 470 | |||||||||||||||||||||
| Movements in share option and warrants reserve |
10,11 | — | 2 | (2 | ) | — | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| — | 472 | (2 | ) | — | — | 470 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Comprehensive income |
||||||||||||||||||||||||||||
| Net income |
— | — | — | — | 4,733 | 4,733 | ||||||||||||||||||||||
| Exchange differences on translating foreign currencies |
— | — | — | (409 | ) | — | (409 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at March 31, 2020 |
61 | 16,479 | 619 | (359 | ) | 925 | 17,725 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at January 1, 2021 |
64 | 19,979 | 296 | 2,530 | 11,343 | 34,212 | ||||||||||||||||||||||
| Transactions with owners |
||||||||||||||||||||||||||||
| Movements in share option and warrants reserve |
10,11 | — | — | 170 | — | — | 170 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| — | — | 170 | — | — | 170 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Comprehensive income |
||||||||||||||||||||||||||||
| Net income |
— | — | — | — | 4,466 | 4,466 | ||||||||||||||||||||||
| Exchange differences on translating foreign currencies |
— | — | — | (1,692 | ) | — | (1,692 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance at March 31, 2021 |
64 | 19,979 | 466 | 838 | 15,809 | 37,156 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-43
Table of Contents
GAMBLING.COM GROUP LIMITED
Condensed Consolidated Statements of Cash Flows (Unaudited)
(USD in thousands)
| THREE MONTHS ENDED MARCH 31, |
||||||||||||
| NOTE | 2020 | 2021 | ||||||||||
| Cash flow from operating activities |
||||||||||||
| Income before tax |
4,784 | 5,132 | ||||||||||
| Finance expenses, net |
17 | 301 | 79 | |||||||||
| Gains on financial instruments valuation |
12 | (4,999 | ) | — | ||||||||
| Adjustments for non-cash items: |
||||||||||||
| Depreciation and amortization |
533 | 582 | ||||||||||
| Movements in credit loss allowance |
3 | 147 | 140 | |||||||||
| Share option charge |
11 | — | 818 | |||||||||
|
|
|
|
|
|||||||||
| Cash flows from operating activities before changes in working capital |
766 | 6,751 | ||||||||||
|
|
|
|
|
|||||||||
| Changes in working capital |
||||||||||||
| Trade and other receivables |
(397 | ) | (1,257 | ) | ||||||||
| Trade and other payables |
(140 | ) | 1,246 | |||||||||
|
|
|
|
|
|||||||||
| Cash flows generated by operating activities |
229 | 6,740 | ||||||||||
|
|
|
|
|
|||||||||
| Cash flows from investing activities |
||||||||||||
| Acquisition of property and equipment |
4 | (17 | ) | (30 | ) | |||||||
| Acquisition of intangible assets |
6 | — | (313 | ) | ||||||||
|
|
|
|
|
|||||||||
| Cash flows used in investing activities |
(17 | ) | (343 | ) | ||||||||
|
|
|
|
|
|||||||||
| Cash flows from financing activities |
||||||||||||
| Issue of ordinary shares and share warrants |
8,9,10 | 510 | — | |||||||||
| Equity issue costs |
(40 | ) | — | |||||||||
| Repayment of notes and bonds |
12 | (3,444 | ) | — | ||||||||
| Interest paid |
12 | — | (120 | ) | ||||||||
| Warrants repurchased |
10,11 | (61 | ) | — | ||||||||
| Principal paid on lease liability |
5 | (39 | ) | (46 | ) | |||||||
| Interest paid on lease liability |
5 | (49 | ) | (49 | ) | |||||||
|
|
|
|
|
|||||||||
| Cash flows used in financing activities |
(3,123 | ) | (215 | ) | ||||||||
|
|
|
|
|
|||||||||
| Net movement in cash and cash equivalents |
(2,911 | ) | 6,182 | |||||||||
| Cash and cash equivalents at the beginning of the period |
6,992 | 8,225 | ||||||||||
| Net foreign exchange differences on cash and cash equivalents |
81 | (372 | ) | |||||||||
|
|
|
|
|
|||||||||
| Cash and cash equivalents at the end of the period |
4,162 | 14,035 | ||||||||||
|
|
|
|
|
|||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-44
Table of Contents
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(USD in thousands except share and per-share amounts)
1. GENERAL COMPANY INFORMATION
Gambling.com Group Limited, formerly Gambling.com Group Plc, (the “Company” or “Group”) is a public limited liability company founded in 2006 and incorporated in the Channel Island of Jersey in accordance with the provisions of the Companies (Jersey) Law 1991, as amended. We redomiciled from Malta to the Channel Island of Jersey and renamed from Gambling.com Group Plc to Gambling.com Group Limited in May 2021. Our registered address is 22 Grenville Street, St. Helier, Channel Island of Jersey JE4 8PX.
We are a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry. Our principal focus is on iGaming and sports betting. Through our proprietary technology platform, we publish a portfolio of premier branded websites including gambling.com and bookies.com.
2. BASIS OF PRESENTATION
These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all disclosures that would otherwise be required in a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB and should be read in conjunction with the 2019 and 2020 audited consolidated financial statements.
3. SIGNIFICANT ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s statement of financial position as of March 31, 2021 and its results of operations, its cash flows and changes in equity for the three months ended March 31, 2020 and 2021. The results for the three months ended March 31, 2021 are not necessarily indicative of the results expected for the full year.
USE OF ESTIMATES AND JUDGEMENTS
In preparing these condensed consolidated financial statements, the Company has made estimates and judgements that impact the application of accounting policies and reported amounts. The significant estimates and judgements made in applying the Company’s accounting policies and key sources of estimation were the same as those described in its 2019 and 2020 audited consolidated financial statements included elsewhere in this Registration Statement.
NEW AND AMENDED STANDARDS ADOPTED BY THE GROUP IN 2021
The Group has analyzed the following amendments to existing standards that are mandatory for the Group’s accounting period beginning on January 1, 2021, and determined they had limited or no impact on the Group’s financial statements:
| ∎ | Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, Interest Rate Benchmark Reform |
STANDARDS ISSUED BUT NOT YET EFFECTIVE
There were a number of standards and interpretations which were issued but not effective until periods beginning subsequent to December 31, 2021. These amendments have not been early adopted for these condensed consolidated financial statements and are not expected to have a significant impact on disclosures or amounts reported in the Group’s consolidated financial statements in the period of initial application.
F-45
Table of Contents
FOREIGN CURRENCY TRANSLATION
The following exchange rates were used to translate the financial statements of the Group into USD from Euros:
| PERIOD END (1) |
AVERAGE FOR PERIOD (2) |
BEGINNING OF PERIOD (1) |
LOW | HIGH | ||||||||||||||||
| Three Months Ended March 31: | (EUR per USD) | |||||||||||||||||||
| 2020 |
0.91 | 0.91 | 0.89 | 0.87 | 0.93 | |||||||||||||||
| 2021 |
0.85 | 0.83 | 0.88 | 0.81 | 0.85 | |||||||||||||||
| (1) | Exchange rates are as per European Central Bank. |
| (2) | The average is based on published rates refreshed daily by the European Central Bank. |
SEGMENT REPORTING
An operating segment is a part of the Group that conducts business activities from which it can generate revenue and incur costs, and for which independent financial information is available. Identification of segments is based on internal reporting to the chief operating decision maker (“CODM”). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (“CEO”). The Group does not divide its operations into different segments, and the CODM operates and manages the Group’s entire operations as one segment, which is consistent with the Group’s internal organization and reporting system.
CREDIT RISK MANAGEMENT
Credit risk arises from cash and cash equivalents and trade and other receivables. The exposure as of the reporting date is as follows:
| AS AT DECEMBER 31, | AS AT MARCH 31, | |||||||
| 2020 | 2021 | |||||||
| Trade and other receivables (excluding prepayments) |
5,046 | 4,866 | ||||||
| Cash and cash equivalents |
8,225 | 14,035 | ||||||
|
|
|
|
|
|||||
| 13,271 | 18,901 | |||||||
|
|
|
|
|
|||||
For the three months ended March 31, 2020 and 2021, revenues generated from a single customer amounted to 17% and 19% of the Group’s total sales for the quarter, respectively.
The Group has the following financial assets that are subject to the ECL model: trade receivables and other financial assets carried at amortized cost. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. The expected loss rates are based on the historical credit losses experienced over a recent twelve-month period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors (such as GDP growth, inflation rate and unemployment forecasts) affecting the ability of the customers to settle the receivables.
The aging of trade receivables that are past due but not impaired is shown below:
| AS AT DECEMBER 31, | AS AT MARCH 31, | |||||||
| 2020 | 2021 | |||||||
| Between one and two months |
190 | 186 | ||||||
| Between two and three months |
21 | 127 | ||||||
| More than three months |
8 | 68 | ||||||
|
|
|
|
|
|||||
| 219 | 381 | |||||||
|
|
|
|
|
|||||
F-46
Table of Contents
The Company did not recognize any specific impairment on trade receivables in the year ended December 31, 2020 and as at March 31, 2021.
The activity in the credit loss allowance was as follows:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| As of January 1 |
340 | 352 | ||||||
| Increase in credit losses allowance |
147 | 152 | ||||||
| Write offs |
— | (12 | ) | |||||
| Translation effect |
(29 | ) | (38 | ) | ||||
|
|
|
|
|
|||||
| As of March 31 |
458 | 454 | ||||||
|
|
|
|
|
|||||
The Group actively manages credit limits and exposures in a practicable manner such that past due amounts receivable from the operator customers are within controlled parameters. Management assesses the credit quality of the operators, taking into account their financial position, past experience and other factors. The Group’s receivables are principally in respect of transactions with operators for whom there is no recent history of default. Management does not expect significant losses from non-performance by these operators above the ECL provision. The directors consider that the Group was not exposed to significant credit risk as at the end of the current reporting period.
The Group monitors intra-group credit exposures at the individual entity level on a regular basis and ensures timely performance in the context of its overall liquidity management. Management concluded the Group’s exposure to credit losses on intra-group receivables were immaterial.
As cash and cash equivalents are held with financial institutions, any credit risk is deemed to be immaterial. The IFRS 9 assessment conducted for these balances did not identify any material impairment loss as of December 31, 2020 or March 31, 2021.
4. PROPERTY AND EQUIPMENT
| COMPUTER AND OFFICE EQUIPMENT |
LEASEHOLD IMPROVEMENTS |
TOTAL | ||||||||||
| At January 1, 2020 |
||||||||||||
| Cost |
565 | 217 | 782 | |||||||||
| Accumulated depreciation |
(189 | ) | (42 | ) | (231 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net book amount |
376 | 175 | 551 | |||||||||
|
|
|
|
|
|
|
|||||||
| Year Ended December 31, 2020 |
||||||||||||
| Opening net book amount |
376 | 175 | 551 | |||||||||
| Additions |
41 | 5 | 46 | |||||||||
| Depreciation charge |
(100 | ) | (23 | ) | (123 | ) | ||||||
| Translation differences |
25 | 16 | 41 | |||||||||
|
|
|
|
|
|
|
|||||||
| Closing net book amount |
342 | 173 | 515 | |||||||||
|
|
|
|
|
|
|
|||||||
| At December 31, 2020 |
||||||||||||
| Cost |
663 | 243 | 906 | |||||||||
| Accumulated depreciation |
(321 | ) | (70 | ) | (391 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net book amount |
342 | 173 | 515 | |||||||||
|
|
|
|
|
|
|
|||||||
F-47
Table of Contents
| COMPUTER AND OFFICE EQUIPMENT |
LEASEHOLD IMPROVEMENTS |
TOTAL | ||||||||||
| Three Months Ended March 31, 2021 |
||||||||||||
| Opening net book amount |
342 | 173 | 515 | |||||||||
| Additions |
30 | — | 30 | |||||||||
| Depreciation charge |
(27 | ) | (8 | ) | (35 | ) | ||||||
| Translation differences |
(15 | ) | (7 | ) | (22 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Closing net book amount |
330 | 158 | 488 | |||||||||
|
|
|
|
|
|
|
|||||||
| At March 31, 2021 |
||||||||||||
| Cost |
650 | 232 | 882 | |||||||||
| Accumulated depreciation |
(320 | ) | (74 | ) | (394 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net book amount |
330 | 158 | 488 | |||||||||
|
|
|
|
|
|
|
|||||||
For the three months ended March 31, 2020 and 2021, cash paid for the acquisition of property and equipment was $17 and $30, respectively.
The following is the reconciliation of depreciation expense for the three months ended March 31, 2020 and 2021:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Depreciation expensed to technology expenses |
3 | 4 | ||||||
| Depreciation expensed to general and administrative expenses |
26 | 31 | ||||||
|
|
|
|
|
|||||
| Total depreciation expense |
29 | 35 | ||||||
|
|
|
|
|
|||||
5. LEASES
Below are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the periods presented:
| RIGHT-OF-USE ASSETS |
LEASE LIABILITIES |
|||||||
| At January 1, 2020 |
1,914 | 2,003 | ||||||
| Additions |
— | — | ||||||
| Amortization of right-of-use assets |
(272 | ) | — | |||||
| Interest expense |
— | 204 | ||||||
| Payments |
— | (399 | ) | |||||
| Translation differences |
157 | 167 | ||||||
|
|
|
|
|
|||||
| At December 31, 2020 |
1,799 | 1,975 | ||||||
|
|
|
|
|
|||||
| Additions |
— | — | ||||||
| Amortization of right-of-use assets |
(74 | ) | — | |||||
| Interest expense |
— | 49 | ||||||
| Payments |
— | (95 | ) | |||||
| Translation differences |
(66 | ) | (86 | ) | ||||
|
|
|
|
|
|||||
| At March 31, 2021 |
1,659 | 1,843 | ||||||
|
|
|
|
|
|||||
For the three months ended March 31, 2020 and 2021, amortization expense of right-of-use assets was $71 and $74, respectively, and lease payments related to lease liabilities were $88 and $95, respectively.
F-48
Table of Contents
Lease payments not recognized as a liability
The expense relating to payments not included in the measurement of the lease liability is as follows:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Short-term leases |
209 | 87 | ||||||
6. INTANGIBLE ASSETS
| DOMAINS NAMES MOBILE APPS AND RELATED WEBSITES |
CUSTOMER CONTRACTS |
OTHER INTANGIBLES |
TOTAL | |||||||||||||
| At January 1, 2020 |
||||||||||||||||
| Cost |
25,430 | 993 | — | 26,423 | ||||||||||||
| Accumulated amortization |
(2,158 | ) | (955 | ) | — | (3,113 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net book amount |
23,272 | 38 | — | 23,310 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Year Ended December 31, 2020 |
||||||||||||||||
| Opening net book amount |
23,272 | 38 | — | 23,310 | ||||||||||||
| Additions |
12 | — | 32 | 44 | ||||||||||||
| Amortization charge |
(1,784 | ) | (33 | ) | (15 | ) | (1,832 | ) | ||||||||
| Translation differences |
2,043 | (5 | ) | — | 2,038 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Closing net book amount |
23,543 | — | 17 | 23,560 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| At December 31, 2020 |
||||||||||||||||
| Cost |
27,769 | 1,085 | 34 | 28,888 | ||||||||||||
| Accumulated amortization |
(4,226 | ) | (1,085 | ) | (17 | ) | (5,328 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net book amount |
23,543 | — | 17 | 23,560 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended March 31, 2021 |
||||||||||||||||
| Opening net book amount |
23,543 | — | 17 | 23,560 | ||||||||||||
| Capitalized development costs |
— | — | 313 | 313 | ||||||||||||
| Amortization charge |
(463 | ) | — | (10 | ) | (473 | ) | |||||||||
| Translation differences |
(1,038 | ) | — | 3 | (1,035 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Closing net book amount |
22,042 | — | 323 | 22,365 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| At March 31, 2021 |
||||||||||||||||
| Cost |
26,546 | 1,036 | 347 | 27,929 | ||||||||||||
| Accumulated amortization |
(4,504 | ) | (1,036 | ) | (24 | ) | (5,564 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net book amount |
22,042 | — | 323 | 22,365 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Amortization expense of intangible assets for the three months ended March 31, 2020 and 2021 was $433 and $473, respectively.
As of December 31, 2020, the net book value of assets with finite useful lives was USD 3,290 of which USD 3,273 related to a finite life mobile app and USD 17 related to other intangibles, and the net book value of assets with indefinite useful lives was USD 20,270 related to domain names and related websites.
F-49
Table of Contents
As of March 31, 2021, the net book value of assets with finite useful lives was USD 2,999 of which USD 2,676 related to a finite life mobile app and USD 323 related to other intangibles, and the net book value of assets with indefinite useful lives was USD 19,366 related to domain names and related websites.
7. TRADE AND OTHER RECEIVABLES
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Current |
||||||||
| Trade receivables, net (i) |
4,839 | 4,676 | ||||||
| Other receivables |
141 | 125 | ||||||
| Deposits |
66 | 65 | ||||||
| Prepayments |
460 | 1,524 | ||||||
|
|
|
|
|
|||||
| 5,506 | 6,390 | |||||||
|
|
|
|
|
|||||
| (i) | Trade receivables, net |
As of March 31, 2021, the Group incurred $1,236 of deferred offering costs which are included in prepayments.
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Trade receivables, gross |
5,191 | 5,057 | ||||||
| Credit loss allowance |
(352 | ) | (381 | ) | ||||
|
|
|
|
|
|||||
| 4,839 | 4,676 | |||||||
|
|
|
|
|
|||||
Trade receivables are unsecured and subject to settlement typically within 30 days. Details on movements in the allowance are disclosed within Note 3.
8. SHARE CAPITAL
| SHARES | USD | |||||||
| Issued and fully paid ordinary shares with a nominal value of EUR 0.002 (USD 0.002) each |
||||||||
| As at January 1, 2020 |
27,291,543 | 61 | ||||||
| Shares issued and sold |
164,269 | — | ||||||
|
|
|
|
|
|||||
| As at March 31, 2020 |
27,455,812 | 61 | ||||||
|
|
|
|
|
|||||
| As at January 1, 2021 |
28,556,422 | 64 | ||||||
| Shares issued and sold |
— | — | ||||||
|
|
|
|
|
|||||
| As at March 31, 2021 |
28,556,422 | 64 | ||||||
|
|
|
|
|
|||||
In February 2020, the Group issued and sold 164,269 ordinary shares in exchange for cash proceeds of USD 510. Costs attributable to the issue of new equity amounted to USD 40 and were netted against proceeds received.
At December 31, 2020 and March 31, 2021, total authorized share capital of the Company was 35,000,000 shares with a nominal value of EUR 0.002 (USD 0.002) each.
F-50
Table of Contents
9. CAPITAL RESERVE
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Opening carrying amount |
16,007 | 19,979 | ||||||
| Share warrants repurchased (Note 10) |
2 | — | ||||||
| Share capital issue (Note 8), net of issuance costs |
470 | — | ||||||
|
|
|
|
|
|||||
| Closing carrying amount |
16,479 | 19,979 | ||||||
|
|
|
|
|
|||||
10. SHARE OPTION AND WARRANTS RESERVE
Changes in the share option and warrants reserve are as follows:
| OPTIONS AND WARRANTS |
USD | |||||||
| As at January 1, 2020 |
3,345,354 | 621 | ||||||
| Share warrants repurchased |
(100,000 | ) | (2 | ) | ||||
|
|
|
|
|
|||||
| As at March 31, 2020 |
3,245,354 | 619 | ||||||
|
|
|
|
|
|||||
| As at January 1, 2021 |
2,854,744 | 296 | ||||||
| Share warrants & share options expense |
— | 170 | ||||||
| Share options forfeited |
(10,000 | ) | — | |||||
|
|
|
|
|
|||||
| As at March 31, 2021 |
2,844,744 | 466 | ||||||
|
|
|
|
|
|||||
In March 2020, share warrants that had originally been issued and sold in June 2019 to an executive to purchase 100,000 ordinary shares were repurchased by the Company.
In January 2021, share options to purchase 10,000 ordinary shares that were issued under the 2020 Stock Incentive Plan were forfeited (see Note 11).
As at March 31 2021, there was a total of 2,844,744 warrants and options outstanding including 735,000 warrants and options issued under the 2020 Stock Incentive plan (see Note 11).
11. SHARE-BASED PAYMENTS
As at March 31, 2020, there were no issued or outstanding awards classified as share-based payments under the 2020 Stock Incentive plan. The number of awards outstanding under the 2020 Stock Incentive Plan as at March 31, 2021, is as follows:
| NUMBER OF AWARDS |
WEIGHTED AVERAGE EXERCISE PRICE PER SHARE IN EUR |
|||||||
| Awards outstanding as at January 1, 2021 |
745,000 | 3.01 | ||||||
| Forfeited |
(10,000 | ) | 3.01 | |||||
|
|
|
|
|
|||||
| Awards outstanding as at March 31, 2021 |
735,000 | 3.01 | ||||||
|
|
|
|
|
|||||
F-51
Table of Contents
Determination of Fair Value of Options and Warrants
As of December 31, 2020, one of the warrants provided for contingent net settlement in cash as a forward instrument, with the net settlement price based on a formula, in the event of termination of the holder’s employment within a stated period. This warrant was considered to be cash-settled and was liability-classified. The fair value of this warrant was determined at the financial position date, with fair value recognized over the expected service period and changes recognized in profit and loss, using the Black-Scholes option pricing model. The fair value per share for this warrant as of December 31, 2020 of EUR 0.67 was determined using the Black-Scholes model with the main data inputs being share price of EUR 3.65, volatility of 55%, an expected life of 3.89 years and an annual risk-free interest rate of 0.17%. The exercise price for this warrant is EUR 3.01 per share.
As of March 31, 2021, the fair value per share for this warrant of EUR 3.35 was determined using the Black-Scholes model with the main data inputs being share price of EUR 7.08, volatility of 55%, an expected life of 3.64 years and an annual risk-free interest rate of 0.45%. The exercise price for this warrant is EUR 3.01 per share.
Expected volatility is based on historical volatility of comparable companies. As of December 31, 2020 and March 31, 2021, the weighted average remaining contractual life for options and warrants issued as share based payments was 6.96 years and 6.69 years, respectively. The range of exercise prices for options and warrants issued as share based payments was USD 3.52 to EUR 3.01 as of December 31, 2020 and March 31, 2021.
Share-based Payment Expense
| (in thousands) | THREE MONTHS ENDED MARCH 31, 2021 |
|||
| Equity classified share options and warrants expense |
170 | |||
| Liability classified warrants expense |
648 | |||
|
|
|
|||
| Share-based payment expense |
818 | |||
|
|
|
|||
12. BORROWINGS
Below is the carrying amount of the Group’s term loan and PPP loan and the movements during the period:
| YEAR ENDED DECEMBER 31, |
THREE MONTHS ENDED MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Fair value at the beginning of the period |
— | 5,960 | ||||||
| Term loan received, net |
5,934 | — | ||||||
| PPP loan received |
180 | — | ||||||
| Offset of PPP loan |
(180 | ) | — | |||||
| Interest accrued |
26 | 124 | ||||||
| Amortization of capitalized costs |
— | 8 | ||||||
| Interest paid |
— | (120 | ) | |||||
| Translation differences |
— | (32 | ) | |||||
|
|
|
|
|
|||||
| Fair value at the end of the period |
5,960 | 5,940 | ||||||
|
|
|
|
|
|||||
F-52
Table of Contents
As of December 31, 2020 and March 31, 2021, the non-current and current borrowings are as follows:
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Non-current |
5,937 | 5,938 | ||||||
| Current |
23 | 2 | ||||||
|
|
|
|
|
|||||
| Total |
5,960 | 5,940 | ||||||
As of December 31, 2020 and March 31, 2021, the total outstanding borrowings are as follows:
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Term loan |
5,960 | 5,940 | ||||||
In March 2020, the Group repurchased a portion of its Euro-denominated senior secured bonds with a nominal amount (including accrued interest) of EUR 4,364 (USD 4,975 for the year ended December 31, 2020 and USD 4,812 for the three months ended March 31, 2020), in exchange for a cash payment of EUR 3,123 (USD 3,567 for the year ended December 31, 2020 and USD 3,444 for the three months ended March 31, 2020) and subsequently cancelled the purchased bonds. In December 2020, the Group early redeemed the remaining outstanding senior secured bonds with a nominal amount of EUR 11,700 (USD 13,364), in exchange for a cash payment of EUR 12,069 (USD 13,785), which includes the redemption premium of 3.15%. The total cash outflow for the redemption of the bonds was EUR 12,301 (USD 14,050) which included accrued interest. These transactions were accounted for as an extinguishment, and the liability was derecognized from the consolidated statement of financial position as at December 31, 2020. As the senior secured bonds were accounted for at fair value through profit or loss, such bonds were remeasured to fair value using the market quoted prices, at each reporting date and just prior to repurchase or redemption. Accordingly, the gain on repurchase of EUR 1,241 (USD 1,417) is recorded as “Fair value movements”, and the redemption premium of EUR 369 (USD 421) is recorded within “Repurchases and redemptions of senior secured bonds” for the year ended December 31, 2020.
For the three months ended March 31, 2020, total “Fair value movements” amounted to EUR 4,534 (USD 4,999) of which EUR 1,241 (USD 1,417) related to the gain on repurchase and EUR 3,293 (USD 3,582) related to the remeasurement to fair value of the remaining outstanding bonds using market quoted prices.
In June 2020, the Group received USD 180 under an unsecured loan granted under the Payment Protection Plan program authorized by the United States government in response to the novel coronavirus (“COVID-19”) pandemic, as part of the CARES Act. The loan is repayable in monthly instalments from April 2021 to May 2022, bears interest at 1% per annum and could be forgiven to the extent proceeds of the loan are used for eligible expenditures, such as payroll and other expenses described in the CARES Act. As the Group reasonably believes that it will meet the terms for forgiveness, the loan is accounted for as a grant related to income and initially recognized as a deferred income liability. Subsequent to initial recognition, the Company reduced the liability, with the offset presented as a reduction of the related expense (i.e., payroll related costs) during the year ended December 31, 2020.
In December 2020, the Group entered into a term loan agreement with an investor, pursuant to which it borrowed USD 6,000 bearing an interest rate of 8% and due in December 2022, which was used, in part, to redeem the remaining outstanding senior secured bonds due in 2021. The term loan is accounted for at amortized cost using the effective interest method. The transaction costs directly attributable to the issuance were USD 66 and are capitalized as part of the initial carrying amount of the term loan and subsequently amortized into profit or loss over its term through the application of the effective interest method.
F-53
Table of Contents
13. TRADE AND OTHER PAYABLES
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Trade payables (i) |
521 | 836 | ||||||
| Accruals |
1,447 | 2,219 | ||||||
| Indirect taxes |
225 | 184 | ||||||
| Liability classified warrants |
151 | 786 | ||||||
| Other payables |
84 | 73 | ||||||
|
|
|
|
|
|||||
| 2,428 | 4,098 | |||||||
|
|
|
|
|
|||||
| (i) | Trade payables balance is unsecured, interest-free and settled within 60 days from incurrence. |
The liability classified warrants are classified as current liabilities as the Company does not have ability to prevent settlement within twelve months after the reporting date.
14. DEFERRED TAX
Deferred tax assets and liabilities are offset when they relate to the same fiscal authority, and there is a legally enforceable right to offset current tax assets against current tax liabilities.
The following amounts determined after appropriate offsetting are shown in the consolidated statement of financial position:
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Deferred tax asset to be recovered after more than 12 months |
5,778 | 5,456 | ||||||
| Deferred tax liability to be recovered after more than 12 months |
— | — | ||||||
|
|
|
|
|
|||||
| 5,778 | 5,456 | |||||||
|
|
|
|
|
|||||
The change in the deferred income tax account is as follows:
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Deferred tax asset at the beginning of the period |
— | 5,778 | ||||||
| Charged (credited) to the consolidated statement of comprehensive income |
5,377 | (66 | ) | |||||
| Translation differences |
401 | (256 | ) | |||||
|
|
|
|
|
|||||
| Deferred tax asset at the end of the period |
5,778 | 5,456 | ||||||
|
|
|
|
|
|||||
F-54
Table of Contents
Deferred taxes are calculated on temporary differences under the liability method using the principal tax rate within the relevant jurisdiction. The balance is comprised of the following:
| AS AT DECEMBER 31, |
AS AT MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Intangible assets |
4,956 | 4,728 | ||||||
| Trading losses and other allowances |
822 | 728 | ||||||
|
|
|
|
|
|||||
| Net deferred tax assets |
5,778 | 5,456 | ||||||
|
|
|
|
|
|||||
At December 31, 2020, the Group had unutilized trading losses and other allowances of USD 25,458 of which USD 9,011 were not recognized based on management’s performance projections for 2021 – 2025 and the related ability to utilize the tax losses. The resulting deferred tax asset of USD 822 is based on the deductions allowed by Article 14(1)(m) of the Malta Income Tax Act. At December 31, 2020, the Group had unutilized capital allowances of USD 79,296 related to the transferred intangible assets, of which USD 39,645 were not recognized based on management’s performance projections for 2021 – 2025 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of USD 4,956.
At March 31, 2021, the Group had unutilized trading losses and other allowances of USD 24,389 of which USD 9,811 were not recognized based on management’s performance projections for 2021 – 2025 and the related ability to utilize the tax losses. The resulting deferred tax asset of USD 728 is based on the deductions allowed by Article 14(1)(m) of the Malta Income Tax Act. At March 31, 2021, the Group had unutilized capital allowances of USD 73,761 related to the transferred intangible assets, of which USD 35,935 were not recognized based on management’s performance projections for 2021 – 2026 and related ability to utilize capital allowance resulting in a recognition of a deferred tax asset of USD 4,728.
15. REVENUE
Revenue is disaggregated based on how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors.
The Group presents revenue as disaggregated by market based on the location of the end user as follows:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| U.K. and Ireland |
2,609 | 6,272 | ||||||
| Other Europe |
822 | 3,000 | ||||||
| North America |
398 | 1,652 | ||||||
| Rest of the world |
282 | 593 | ||||||
|
|
|
|
|
|||||
| Total revenues |
4,111 | 11,517 | ||||||
|
|
|
|
|
|||||
F-55
Table of Contents
The Group presents disaggregated revenue by monetization type as follows:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Hybrid commission |
2,096 | 5,262 | ||||||
| Revenue share commission |
685 | 969 | ||||||
| CPA commission |
1,111 | 4,376 | ||||||
| Other revenue |
219 | 910 | ||||||
|
|
|
|
|
|||||
| Total revenues |
4,111 | 11,517 | ||||||
|
|
|
|
|
|||||
The Group also tracks its revenues based on the product type from which it is derived. Revenue disaggregated by product type is as follows:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Casino |
3,365 | 10,114 | ||||||
| Sports |
674 | 1,173 | ||||||
| Other |
72 | 230 | ||||||
|
|
|
|
|
|||||
| Total revenues |
4,111 | 11,517 | ||||||
|
|
|
|
|
|||||
16. OPERATING EXPENSES
Sales and marketing expenses
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Wages, salaries, benefits and social security costs |
1,123 | 1,540 | ||||||
| External marketing expenses |
551 | 355 | ||||||
| Amortization of intangible assets |
423 | 463 | ||||||
| Share-based payments |
— | 146 | ||||||
| Other |
163 | 200 | ||||||
|
|
|
|
|
|||||
| Total sales and marketing expenses |
2,260 | 2,704 | ||||||
|
|
|
|
|
|||||
Technology expenses
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Wages, salaries, benefits and social security costs |
446 | 608 | ||||||
| Depreciation of property and equipment |
3 | 4 | ||||||
| Amortization of intangible assets |
10 | 10 | ||||||
| Other |
76 | 68 | ||||||
|
|
|
|
|
|||||
| Total technology expenses |
535 | 690 | ||||||
|
|
|
|
|
|||||
F-56
Table of Contents
General and administrative expenses
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Wages, salaries, benefits and social security costs |
616 | 895 | ||||||
| Share-based payments |
— | 672 | ||||||
| Depreciation of property and equipment |
26 | 31 | ||||||
| Amortization of right-of-use assets |
71 | 74 | ||||||
| Short term leases |
59 | 87 | ||||||
| Legal and consultancy fees |
51 | 418 | ||||||
| Non-recurring accounting and legal fees related to offering |
— | 506 | ||||||
| Non-recurring costs related to lease termination |
150 | — | ||||||
| Other |
110 | 89 | ||||||
|
|
|
|
|
|||||
| Total general and administrative expenses |
1,083 | 2,772 | ||||||
|
|
|
|
|
|||||
17. FINANCE INCOME AND FINANCE EXPENSES
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Finance income |
286 | 158 | ||||||
| Finance expenses |
(587 | ) | (237 | ) | ||||
|
|
|
|
|
|||||
| Net finance expenses |
(301 | ) | (79 | ) | ||||
|
|
|
|
|
|||||
Finance income of the Group is mainly comprised of translation gains of balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency.
Finance expenses for the three months ended March 31, 2020 is comprised of USD 463 of interest expense on senior secured bonds due in 2021, USD 61 of costs to repurchase warrants, USD 44 of interest expense on lease liabilities, USD 10 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and USD 9 related to other finance charges. Finance expenses for the three months ended March 31, 2021 is comprised of USD 124 of interest expense on the term loan, USD 49 of interest expense on lease liabilities, USD 39 of translation losses on balances of monetary assets and liabilities denominated in currencies other than each entity’s functional currency, and USD 25 related to other finance charges.
F-57
Table of Contents
18. BASIC AND DILUTED INCOME PER SHARE
Basic income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the quarter.
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Net income for the period attributable to the equity holders |
4,733 | 4,466 | ||||||
| Weighted-average number of ordinary shares, basic |
27,360,479 | 28,556,422 | ||||||
|
|
|
|
|
|||||
| Net income per share attributable to ordinary shareholders, basic |
0.17 | 0.16 | ||||||
|
|
|
|
|
|||||
| Net income for the period attributable to the equity holders |
4,733 | 4,466 | ||||||
| Weighted-average number of ordinary shares, diluted |
30,704,722 | 31,401,166 | ||||||
|
|
|
|
|
|||||
| Net income per share attributable to ordinary shareholders, diluted |
0.15 | 0.14 | ||||||
|
|
|
|
|
|||||
Common stock warrants and options to purchase 3,344,243 and 2,844,744 ordinary shares were outstanding at March 31, 2020 and March 31, 2021, respectively, that could potentially be dilutive in the future (Note 10).
For disclosures regarding the number of outstanding shares, see Note 8.
19. TAX EXPENSE
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Current tax expense |
51 | 600 | ||||||
| Deferred tax charge (Note 14) |
— | 66 | ||||||
|
|
|
|
|
|||||
| 51 | 666 | |||||||
|
|
|
|
|
|||||
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the applicable tax rate of 5% as follows:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Income before tax |
4,784 | 5,132 | ||||||
|
|
|
|
|
|||||
| Tax expense at 5% |
239 | 257 | ||||||
| Tax effects of: |
||||||||
| Disallowed expenses |
15 | 106 | ||||||
| Income not subject to tax |
(250 | ) | — | |||||
| Movements in temporary differences |
21 | (63 | ) | |||||
| Income subject to other tax rates |
31 | 360 | ||||||
| Other |
(5 | ) | 6 | |||||
|
|
|
|
|
|||||
| 51 | 666 | |||||||
|
|
|
|
|
|||||
F-58
Table of Contents
20. RELATED PARTY TRANSACTIONS
All significant shareholders and other companies controlled or significantly influenced by the shareholders, and all members of the key management personnel of the Group are considered by the Board of Directors to be related parties.
Directors’ and key management emoluments
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including Directors. Compensation paid or payable to key management was comprised of the following:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Salaries and remuneration to key management and executive directors |
173 | 979 | ||||||
| Non-executive directors’ fees |
37 | 61 | ||||||
|
|
|
|
|
|||||
| 210 | 1,040 | |||||||
|
|
|
|
|
|||||
The emoluments paid to the Directors during the three months ended March 31, 2020 and 2021 amounted to USD 111 and USD 166, respectively.
The following transactions were carried out with related parties:
| THREE MONTHS ENDED MARCH 31, |
||||||||
| 2020 | 2021 | |||||||
| Expenses |
||||||||
| Remuneration paid as consultancy fees |
115 | 256 | ||||||
| Share-based payments |
— | 648 | ||||||
| Salaries and wages |
66 | 89 | ||||||
| Other expenses |
3 | 4 | ||||||
|
|
|
|
|
|||||
| 184 | 997 | |||||||
|
|
|
|
|
|||||
As per December 31, 2020 and March 31, 2021, the balance outstanding to a related party was USD 25 and USD 14, respectively.
As at December 31, 2020 and March 31, 2021, the following warrants were held by related parties:
| YEAR ENDED DECEMBER 31, |
THREE MONTHS ENDED MARCH 31, |
|||||||
| 2020 | 2021 | |||||||
| Key management and executive directors |
1,909,744 | 2,109,744 | ||||||
| Non-executive directors |
— | — | ||||||
|
|
|
|
|
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| 1,909,744 | 2,109,744 | |||||||
|
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During the three months ended March 31, 2021, 200,000 warrants held by an executive that were not previously included within related parties’ holdings were included as a result of a change in role included within Key management.
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During the year ended December 31, 2020, non-executive directors exercised 115,000 warrants and the Company repurchased 35,000 warrants. Additionally, in December 2020 the Company issued and sold to related parties 655,783 ordinary shares in exchange for cash proceeds of USD 1,990. These shares were sold pursuant to the rights to subscribe to shares that previously replaced warrants to purchase the Company’s ordinary shares issued in connection with the Company financing during 2019. Of the aggregate 655,783 ordinary shares purchased, 46,438 shares were purchased by the Company’s directors nominated by the holder of the warrants and included an element of compensation. The remaining 609,345 shares were purchased by the original investor in the 2019 financing and other related parties.
21. EVENTS AFTER THE REPORTING PERIOD
In May 2021, the Group was redomiciled from Malta and continued in the Channel Islands of Jersey as Gambling.com Group Limited.
In May and June 2021, the Group purchased two portfolios of domains suitable for targeting the US market for total consideration of USD 950.
In June 2021, liability-classified warrants carried at USD 786 as at March 31, 2021 were reclassified as equity as, through an addendum, they were no longer considered cash-settled.
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7,500,000 Ordinary Shares
Jefferies
| Stifel | Truist Securities |
, 2021
Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in the ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
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PART II
Information not required in prospectus
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Subject to the Jersey Companies Law, our amended and restated memorandum and articles of association permit us to indemnify any director against any liability, to purchase and maintain insurance against any liability for any director and to provide any director with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure).
However, Article 77 of the Jersey Companies Law limits the ability of a Jersey company to exempt or indemnify a director from any liability arising from acting as a director. It provides that neither a company (or any of its subsidiaries) nor any other person for some benefit conferred or detriment suffered directly or indirectly by the company, may exempt or indemnify any director from, or against, any liability incurred by him as a result of being a director of the company except where the company exempts or indemnifies him against:
| (a) | any liabilities incurred in defending any proceedings (whether civil or criminal): |
| (i) | in which judgment is given in his or her favor or he or she is acquitted; |
| (ii) | which are discontinued otherwise than for some benefit conferred by him or her or on his or her behalf or some detriment suffered by him or her; or |
| (iii) | which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), he or she was substantially successful on the merits in his or her resistance to the proceedings; or |
| (b) | any liability incurred otherwise than to the company if he or she acted in good faith with a view to the best interests of the company; |
| (c) | any liability incurred in connection with an application made under Article 212 of the Jersey Companies Law in which relief is granted to him or her by the court; or |
| (d) | any liability against which the company normally maintains insurance for persons other than directors. |
Article 77 of the Jersey Companies Law permits a company to purchase and maintain directors’ and officers’ insurance and we maintain a directors’ and officers’ liability insurance policy for the benefit of our directors and officers.
Item 7. Recent Sales of Unregistered Securities
Set forth below is information regarding share capital issued by us during the past three years. None of the below described transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
On July 17, 2018, we issued an aggregated of 1,600,000 warrants to purchase our ordinary shares at EUR 0.95 per share to certain of our officers. All of these warrants are outstanding.
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On July 17, 2018, we issued an aggregated of 150,000 warrants to purchase our ordinary shares at EUR 0.95 per share under the 2018 Independent Director Program to certain of our board of directors. All of these warrants were exercised in June 2020.
In June 2019, we issued warrants to certain officers to purchase 100,000 ordinary shares at an exercise price of EUR 2.20 per share in exchange for payment in cash equal to the fair value of the warrants granted. The warrants were subject to repurchase by us at cost within twelve months after issuance and thereafter at fair value. The warrants were repurchased by us subsequent to the year end.
In October 2019, we issued an aggregate of 2,291,543 of our ordinary shares to an investor in a private placement for gross proceeds of $6.98 million. As part of the transaction, the investor also received from us, subject to the other shareholders’ pre-emption rights, warrants to purchase up to 985,610 of our ordinary shares at an exercise price of USD 3.04 per share. In October 2020, these warrants were cancelled and replaced with rights to subscribe to shares on substantially the same terms. Pursuant to these rights, in December 2020, we issued and sold an aggregate of 985,610 of our ordinary shares for gross proceeds of $3.00 million to the investor, some of the existing shareholders based on their pre-emptive rights, and several additional parties nominated by the investor.
In February 2020, we issued an aggregate of 164,269 of our ordinary shares to an investor in a private placement for gross proceeds of $0.5 million.
Since November 23, 2020, we have issued an aggregate of 250,000 warrants and 495,000 options to purchase our ordinary shares under the 2020 Stock Incentive Plan. All of these warrants and options are currently outstanding, at a weighted average exercise price of EUR 3.01 per share.
The offers, sales and issuances of the securities described in the preceding paragraphs were exempt from registration either (1) under Section 4(a)(2) of the Securities Act in that the transactions did not involve any public offering within the meaning of Section 4(a)(2), (2) under Rule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relating to compensation or (3) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the U.S. and no directed selling efforts were made in the U.S.
Item 8. Exhibits and Financial Statement Schedules
| (a) | The Exhibit Index is hereby incorporated herein by reference. |
| (b) | Financial Statement Schedules. |
All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the Consolidated Financial Statements and related notes thereto.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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The undersigned Registrant hereby undertakes:
| 1. | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| 2. | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Item 16F. Change in Registrant’s Certifying Accountant
On October 29, 2020, our Audit Committee dismissed PricewaterhouseCoopers as our independent accountant.
PricewaterhouseCoopers’ reports for the fiscal years ended December 31, 2019 and December 31, 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two years ended December 31, 2019 and the subsequent interim period through October 29, 2020, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between the Company and the prior auditor over any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements if not resolved to the prior auditor’s satisfaction would have caused the prior auditor’s to make reference to the subject matter of the disagreement in connection with its report; and (ii) there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
We have requested that our prior auditor furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements, and, if not, stating the respects in which it does not agree. Such letter will be included as Exhibit 16.1 to this Registration Statement on Form F-1.
On November 11, 2020, our Audit Committee appointed BDO LLP as our independent registered public accounting firm for the audit of our consolidated financial statements as of and for the year ended December 31, 2019, which are included at the end of the prospectus that forms a part of this Registration Statement, in accordance with the standards of the U.S. Public Company Accounting Oversight Board.
During the two years ended December 31, 2019, and the subsequent interim period through November 11, 2020, we did not consult with BDO LLP, regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements and neither a written report nor oral advice was provided to us that BDO LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (ii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
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EXHIBIT INDEX
| * | Previously filed. |
| + | Indicates management contract or compensatory plan or arrangement. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Channel Island of Jersey on this 12th day of July, 2021.
| GAMBLING.COM GROUP LIMITED | ||
| By: | /s/ Charles Gillespie | |
| Name: Charles Gillespie | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on July 12, 2021 in the capacities indicated:
| SIGNATURES |
TITLE | |
| /s/ Charles Gillespie Charles Gillespie |
Chief Executive Officer, Director (Principal Executive Officer) | |
| /s/ Elias Mark Elias Mark |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| * Mark Blandford |
Chairman of the Board | |
| * Susan Ball |
Director | |
| * Fredrik Burvall |
Director | |
| * Pär Sundberg |
Director | |
| * Gregg Michaelson |
Director | |
| *By: | /s/ Charles Gillespie | |
| Charles Gillespie Attorney-in-Fact |
| GDC America Inc. |
Authorized Representative in the U.S. | |
| By: | /s/ William S. Hanson | |
| Name: William S. Hanson Title: President |
Exhibit 1.1
Gambling.com Group Limited
[●] Ordinary Shares
(No Par Value Per Share)
UNDERWRITING AGREEMENT
_______________, 2021
JEFFERIES LLC
As Representative of the several Underwriters
c/o JEFFERIES LLC
520 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Introductory. Gambling.com Group Limited, a public limited liability company registered in the Channel Island of Jersey (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [●] ordinary shares, no par value per share, of the Company (the “Shares”) and the shareholders of the Company named in Schedule B-1 and B-2 (collectively, the “Selling Shareholders”) severally propose to sell to the Underwriters an aggregate of [●] Shares. The [●] Shares to be sold by the Company and the [●] Shares to be sold by the Selling Shareholders are collectively called the “Firm Shares.” In addition, the Selling Shareholders have granted to the Underwriters an option to purchase up to an additional [●] Shares, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule B-2, all as provided in Section 2. The additional [●] Shares to be sold by the Selling Shareholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.
The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, File No. 333-257403 with respect to the Offered Shares, which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act is called the “Prospectus.” The preliminary prospectus, dated [●], 2021 describing the Offered Shares and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the
Prospectus is called a “preliminary prospectus.” As used herein, “Applicable Time” is [●][a.m.][p.m.] (New York City time) on [●], 2021. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus” means the Preliminary Prospectus, together with the free writing prospectuses, if any, identified in Schedule C hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered Shares; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered Shares; “Marketing Materials” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “Permitted Section 5(d) Communication” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule D attached hereto.
All references in this Agreement to (i) the Registration Statement, any preliminary prospectus (including the Preliminary Prospectus) or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(m) of this Agreement.
In the event that the Company has only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis.
The Company and each of the Selling Shareholders hereby confirms their respective agreements with the Underwriters as follows:
Section 1. Representations and Warranties.
A. Representations and Warranties of the Company. The Company hereby represents, warrants and covenants to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:
(a) Compliance with Registration Requirements. The Registration Statement has become effective under the Securities Act. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
(b) Disclosure. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EDGAR, was
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identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any preliminary prospectus wrapper) did not, and at the First Closing Date (as defined in Section 2) and at each applicable Option Closing Date (as defined in Section 2), will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as of its date, did not, and at the First Closing Date and at each applicable Option Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences do not apply to (i) statements in or omissions from the Registration Statement or any post-effective amendment thereto or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representative expressly for use therein, it being understood and agreed that the only such information consists of the information described in Section 9(b) below or (ii) any Selling Shareholder Information (defined in Section 1(B)(h) of this Agreement). There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.
(c) Free Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission, retention and legending, as applicable, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus unless such information has been superseded or modified as of such time. Except for the free writing prospectuses, if any, identified in Schedule C, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any free writing prospectus. Each Road Show, when considered together with the Time of Sale Prospectus, did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Distribution of Offering Material By the Company. Prior to the later of (i) the expiration or termination of the option granted to the several Underwriters in Section 2, (ii) the completion of the Underwriters’ distribution of the Offered Shares and (iii) the expiration of 25 days after the date of the Prospectus, the Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Time of Sale Prospectus, the Prospectus or any free writing prospectus reviewed and consented to by the Representative, the free writing prospectuses, if any, identified on Schedule C hereto and any Permitted Section 5(d) Communications.
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(e) The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(f) Authorization of the Offered Shares. The Offered Shares have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable and free of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares.
(g) No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, other than the Selling Shareholders with respect to the Offered Shares included in the Registration Statement.
(h) No Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in (A) the condition, financial or otherwise, or in the earnings, business, properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (B) the ability of the Company to consummate the transactions contemplated by this Agreement or perform its obligations hereunder (any such change being referred to herein as a “Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with their business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, and have not entered into any material transactions not in the ordinary course of business; and (iii) there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, by any of the Company’s subsidiaries on any class of share capital, or any repurchase or redemption by the Company or any of its subsidiaries of any class of share capital.
(i) Independent Accountants. BDO LLP, which has expressed its opinion with respect to the consolidated financial statements as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 (which term as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a registered public accounting firm as defined by the PCAOB whose registration, to the Company’s knowledge, has not been suspended or revoked and who, to the Company’s knowledge, has not requested such registration to be withdrawn.
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(j) Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in Shareholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the European Union and the International Accounting Standards Board (the “IASB”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required under applicable law to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Summary—Summary Consolidated Financial and Other Data,” and “Capitalization” fairly present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(k) Company’s Accounting System. The Company and each of its subsidiaries make and keep accurate books and records and maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with IFRS as issued by IASB and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(l) Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(m) Incorporation and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a public limited liability company in good standing under the laws of the Channel Island of Jersey and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into and perform its obligations under this Agreement. The
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Company is duly qualified as a foreign corporation to transact business and is in good standing (to the extent that the concept of “good standing” is applicable under the laws of such jurisdiction) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.
(n) Subsidiaries. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent that the concept of “good standing” is applicable under the laws of such jurisdiction) and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required (to the extent that the concept of “good standing” is applicable under the laws of such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding share capital or other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding share capital or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any securityholder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries required to be included in an exhibit to the Registration Statement.
(o) Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the Shares and the Offered Shares, conforms in all material respects to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable, will not be subject to any call for further capital and have been issued in compliance with all federal, state and local securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, warrants, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.
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(p) Stock Exchange Listing. The Offered Shares have been approved for listing on The NASDAQ Stock Market (the “NASDAQ”), subject only to official notice of issuance.
(q) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its articles of association or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the articles of association or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except for such violations, conflicts, breaches, Defaults, Debt Repayment Triggering Event, lien, charge or encumbrance specified in clauses (ii) and (iii) above as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Registration Statement, the Time of Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, such as may be required under applicable state securities or blue sky laws or the Financial Industry Regulatory Authority (“FINRA”) and filings with, notices to or approvals from the applicable gaming authorities, which have been made or obtained or will be obtained at or prior to the Closing Date. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
(r) Compliance with Laws. The Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations, except where failure to be so in compliance could not be expected, individually or in the aggregate, to result in a Material Adverse Change.
(s) No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could be expected, individually or in the aggregate, to result in a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent.
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(t) Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, all inventions, patent applications, patents, trademarks, trade names, service marks, service names, copyrights, trade secrets and other intellectual property (collectively, “Intellectual Property”) described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted, and to the Company’s knowledge the conduct of their respective businesses does not and will not infringe, misappropriate, dilute or otherwise violate in any material respect any Intellectual Property rights of others. The Intellectual Property of the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property of the Company and its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property of the Company and its subsidiaries that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement, misappropriation, dilution or other violation by third parties of any Intellectual Property of the Company and its subsidiaries. With the exception of the USPTO’s review of pending applications for patents, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s or any of its subsidiaries’ rights in or to any of their Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property of the Company and its subsidiaries, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes, misappropriates, dilutes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe, misappropriate, dilute or violate, any Intellectual Property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. To the Company’s knowledge, the Company and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Company or any of its subsidiaries, and to the Company’s knowledge, all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property of the Company and its subsidiaries. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. he duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and to the Company’s knowledge, in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Intellectual Property owned by the Company or its subsidiaries or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries. The Company and its subsidiaries have used and distributed all software and other materials distributed under a “free,” “open source” or similar licensing model (“Open Source Materials”) in compliance in all material respects with all license terms applicable to such Open Source Materials and neither the Company nor any of its subsidiaries has used or distributed any Open Source Materials in a manner that requires or has required the Company or any of its subsidiaries to (A) permit a third party to reverse-engineer, (B) disclose or distribute to third parties in source code form, or (C) license to third parties for the purpose of making derivative works at no charge, any products or services owned by the Company or any of its subsidiaries, or any software code or other technology owned by the Company or any of its subsidiaries and material to their business.
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(u) All Necessary Permits, etc. The Company and its subsidiaries possess such valid and current certificates, authorizations, licenses or permits required by state, federal or foreign regulatory agencies or bodies to conduct their respective businesses as currently conducted and as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus (“Permits”), except where failure to so possess would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Neither the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits or has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.
(v) Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except where failure to so possess would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
(w) No Withholding Tax. Except as disclosed in each of Registration Statement, the Time of Sale Prospectus and the Prospectus, all dividends and other distributions declared and payable on the Offered Shares and all payments with respect to the Offered Shares upon liquidation of the Company or upon redemption thereof may, under the current laws and regulations of Channel Island of Jersey, and of any other jurisdiction in which the Company is organized or incorporated or is otherwise resident for tax purposes, any jurisdiction from or through which a payment is made, or any political subdivision, authority or agency in or of any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), be paid in U.S. dollar that may be converted into another currency and freely transferred out of any Relevant Taxing Jurisdiction, and will not be subject to withholding or other taxes under the current laws and regulations of any Relevant Taxing Jurisdiction and are otherwise payable free and clear of any other tax, withholding or deduction in any Relevant Taxing Jurisdiction and without the necessity of obtaining any governmental authorization in any Relevant Taxing Jurisdiction.
(x) Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined. Except as disclosed in each of Registration Statement, the Time of Sale Prospectus and the Prospectus, no stamp duty, stamp duty reserve, registration, transfer or other similar taxes or duties (“Transfer Taxes”) are payable in any Relevant Taxing Jurisdiction by or on behalf of the Underwriters in connection with (i) the creation and issuance of the Shares by the Company
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in the manner contemplated by this Agreement; (ii) the issuance of the Offered Shares, and the delivery of the Offered Shares to or for the account of the Underwriters, in each case in the manner contemplated by this Agreement; (iii) the initial sale and delivery by the Underwriters of the Offered Shares to purchasers thereof in the manner contemplated by this Agreement; or (iv) the execution and delivery of this Agreement.
(y) Insurance. Each of the Company and its subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it or any of its subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that could not reasonably be expected to result in a Material Adverse Change. Neither the Company nor, to the knowledge of the Company, any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.
(z) ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or, to the Company’s knowledge, their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the Company’s knowledge, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
(aa) Company Not an “Investment Company”; Not a “Passive Foreign Investment Company.” The Company is not, and will not be, either after receipt of payment for the Offered Shares or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company does not believe it was a “passive foreign investment company,” as such term is defined in the Code, for the 2020 taxable year and it does not expect to become one in its current taxable year or in the foreseeable future.
(bb) No Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Offered Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Offered Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.
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(cc) Related-Party Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that have not been described as required.
(dd) FINRA Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers and directors and, to the Company’s knowledge, the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the Offered Shares is true, complete, correct and compliant with FINRA’s rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct.
(ee) Parties to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the directors, officers and securityholders of the Company listed on Exhibit B hereto. If any additional persons shall become directors or officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or officer of the Company, to execute and deliver to Jefferies a Lock-up Agreement.
(ff) Statistical and Market-Related Data. All statistical, demographic and market-related data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate in all material respects. To the extent required, the Company has obtained the written consent to the use of such data from such sources.
(gg) Sarbanes-Oxley Act. There is, and has been, no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.
(hh) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any applicable law or of the character required to be disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus.
(ii) Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries nor any director, officer, or employee of the Company or any of its subsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries, in the past five years (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; (iii) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff,
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influence payment, kickback or other unlawful payment or benefit. For the past five years, the Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(jj) Money Laundering Laws. The operations of the Company and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(kk) Sanctions. Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, after due inquiry, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”); nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine (collectively, “Sanctioned Countries”)); and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that at the time of such financing, is the subject or the target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Company and its subsidiaries have not engaged in and are not now engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countries.
(ll) Brokers. Except pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.
(mm) Submission to Jurisdiction. The Company has the power to submit, and pursuant to Section 19 of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each United States federal court and New York state court located in the Borough of Manhattan, in the City of New York, New York, U.S.A. (each, a “New York Court”), and the Company has the power to designate, appoint and authorize, and pursuant to Section 19 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed and authorized an agent for service of process in any action arising out of or relating to this Agreement or the Offered Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 19 hereof.
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(nn) No Rights of Immunity. Except as provided by laws or statutes generally applicable to transactions of the type described in this Agreement, neither the Company nor any of its respective properties, assets or revenues has any right of immunity under Jersey, New York or United States law, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any Jersey, New York or United States federal court, from service of process, attachment upon or prior judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement. To the extent that the Company or any of its respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Company waives or will waive such right to the extent permitted by law and has consented to such relief and enforcement as provided in Section 19 of this Agreement.
(oo) Enforceability of Judgments. Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws and recognized by the Jersey courts as having jurisdiction (according to Jersey conflicts of laws principles and rules of Jersey private international law at the time when proceedings were initiated) to give such final judgment in respect of any suit, action or proceeding against the Company based upon this Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be declared enforceable against the Company, without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by the courts of the Channel Island of Jersey, but subject to the provisions relating to enforcement in the Jersey courts as set out in the section “Enforceability of Civil Liabilities” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(pp) Forward-Looking Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement. No such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.
(qq) No Outstanding Loans or Other Extensions of Credit. The Company does not have any outstanding extension of credit, in the form of a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit as are expressly permitted by Section 13(k) of the Exchange Act.
(rr) Cybersecurity. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and to the Company’s knowledge are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by the GDPR (as defined below); and (iv)
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any other piece of information that allows the identification of such natural person. Except as would not, individually or in the aggregate, result in a Material Adverse Change, in the past five years, there have been no breaches, violations, outages or unauthorized uses of or accesses to the IT Systems or Personal Data used in connection with the Company’s and it subsidiaries’ businesses, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(ss) Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times within the past five years were, in material compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) and, since each of their entry into force, national implementing laws of the GDPR, the UK General Data Protection Regulation, the UK Data Protection Act 2018, the Privacy & Electronic Communication Directive 2002/58/EC (as amended) and national implementing laws of the same (collectively, the “Privacy Laws”). The Company and its subsidiaries have in place commercially reasonable policies and procedures, and comply with in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company further certifies that neither it nor any subsidiary: (i) in the past five years (or longer if presently unresolved) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any applicable Privacy Laws; or (ii) is a party to any order, decree, or agreement that imposes any obligation or liability under any applicable Privacy Law.
(tt) Emerging Growth Company Status. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged in any Section 5(d) Written Communication or any Section 5(d) Oral Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).
(uu) Communications. The Company (i) has not alone engaged in communications with potential investors in reliance on Section 5(d) of the Securities Act other than Permitted Section 5(d) Communications with the consent of the Representative with entities that are reasonably believed to be QIBs or IAIs and (ii) has not authorized anyone other than the Representatives to engage in such communications; the Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Marketing Materials, Section 5(d) Oral Communications and Section 5(d) Written Communications; as of the Applicable Time, each Permitted Section 5(d) Communication, when considered together with the Time of Sale Prospectus, did not, as of the Applicable Time, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Permitted Section 5(d) Communication, if any, does not, as of the date hereof, conflict with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and the Company has filed publicly on EDGAR at least 15 calendar days prior to any “road show” (as defined in Rule 433 under the Securities Act), any confidentially submitted registration statement and registration statement amendments relating to the offer and sale of the Offered Shares.
(vv) No Rights to Purchase Preferred Stock. The issuance and sale of the Offered Shares to be sold by the Company and the sale of the Offered Shares to be sold by the Selling Shareholders as contemplated hereby will not cause any holder of any Shares, securities convertible into or exchangeable or exercisable for Shares or options, warrants or other rights to purchase Shares or any other securities of the Company to have any right to acquire any shares of preferred stock of the Company.
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(ww) No Contract Terminations. Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.
(xx) Dividend Restrictions. No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company or any other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary from the Company or from transferring any property or assets to the Company or to any other subsidiary.
Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.
The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
B. Representations and Warranties of the Selling Shareholders. Each Selling Shareholder represents, warrants and covenants to each Underwriter, severally and not jointly, as follows:
(a) The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Shareholder.
(b) The Custody Agreement and Power of Attorney. Each of (i) the Custody Agreement signed by such Selling Shareholder and [•], as custodian (the “Custodian”), relating to the Offered Shares to be sold by such Selling Shareholder (the “Custody Agreement”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Shareholder’s attorneys-in-fact (each, an “Attorney-in-Fact”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the “Power of Attorney”), of such Selling Shareholder has been duly authorized, executed and delivered by such Selling Shareholder and is a valid and binding agreement of such Selling Shareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. Pursuant to the Custody Agreement to which such Selling Shareholder is a party, certificates in negotiable form for the Shares to be sold by such Selling Shareholder pursuant to this Agreement have been placed in custody for the purpose of making delivery of such Offered Shares in accordance with this Agreement.
(c) Title to Offered Shares to be Sold. Such Selling Shareholder has, and on the First Closing Date and each applicable Option Closing Date (as defined below) will have, good and valid title to all of the Offered Shares subject to sale by such Selling Shareholder and the Ordinary Shares underlying such Offered Shares pursuant to this Agreement on such date and the legal right and power to sell, transfer and deliver all of the Offered Shares which may be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder.
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(d) Delivery of the Offered Shares to be Sold. Delivery of Offered Shares by such Selling Shareholder pursuant to this Agreement will pass good and valid title to such Offered Shares, free and clear of any security interest, mortgage, pledge, lien, encumbrance or other adverse claim.
(e) Non-Contravention; No Further Authorizations or Approvals Required. The execution and delivery by such Selling Shareholder of, and the performance by such Selling Shareholder of its obligations under, this Agreement, the Custody Agreement and the Power of Attorney will not contravene or conflict with, result in a breach of, or constitute a Default under, or require the consent of any other party to, the articles of association or by-laws, partnership agreement, trust agreement or other organizational documents of such Selling Shareholder that is not an individual or any other agreement or instrument to which such Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, any provision of applicable law or any judgment, order, decree or regulation applicable to such Selling Shareholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Selling Shareholder. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by such Selling Shareholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA.
(f) No Registration, Pre-emptive, Co-Sale or Other Similar Rights. Such Selling Shareholder: (i) does not have any registration or other similar rights to have any securities registered for sale by the Company under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under “Shares Eligible for Future Sale;” (ii) does not have any preemptive right, co-sale right, right of first refusal or other similar right to purchase any of the Offered Shares that are to be sold by the Company or any of the other Selling Shareholders to the Underwriters pursuant to this Agreement or the Ordinary Shares underlying any Offered Shares, except for such rights as such Selling Shareholder has waived prior to the date hereof and are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and (iii) does not own any warrants, options or similar rights to acquire, and does not have any right or arrangement to acquire, any share capital, right, warrants, options or other securities from the Company, other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(g) No Further Consents, etc. Except for such consents, approvals and waivers as have been obtained by such Selling Shareholder on or prior to the date of this Agreement, no consent, approval or waiver is required under any instrument or agreement to which such Selling Shareholder is a party or by which it is bound or under which it is entitled to any right or benefit, in connection with the offering, sale or purchase by the Underwriters of any of the Offered Shares which may be sold by such Selling Shareholder under this Agreement or the consummation by such Selling Shareholder of any of the other transactions contemplated hereby.
(h) Disclosure Made by Such Selling Shareholder in the Prospectus. All information furnished to the Company or any Underwriter by or on behalf of such Selling Shareholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the First Closing Date and each applicable Option Closing Date will be, true, correct, and complete in all material respects, and did not, as of the Applicable Time, and on the First Closing Date and each applicable Option Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. Such Selling Shareholder confirms as accurate the number of Shares set forth opposite such Selling Shareholder’s name (including corresponding footnotes) in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Principal and Selling Shareholders” (both prior to and after giving effect to the sale of the Offered Shares) (such information, the “Selling Shareholder Information”).
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(i) Company’s Representations and Warranties. Such Selling Shareholder: (i) has no reason to believe that the representations and warranties of the Company contained in Section 1(A) hereof are not true and correct; (ii) is familiar with the Registration Statement, the Time of Sale Prospectus (each, as of the time of the execution and delivery of this Agreement) and the Prospectus (as of the First Closing Date) and has no knowledge of any material fact, condition or information not disclosed in the Registration Statement and the Time of Sale Prospectus (each, as of the time of the execution and delivery of this Agreement) and the Prospectus (as of the First Closing Date) that has resulted in or may result in a Material Adverse Change; and (iii) is not prompted to sell Offered Shares by any information concerning the Company which is not set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(j) No Price Stabilization or Manipulation; Compliance with Regulation M. Such Selling Shareholder has not taken, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Offered Shares or any reference security, whether to facilitate the sale or resale of the Offered Shares or otherwise, and has taken no action which would directly or indirectly violate any provision of Regulation M.
(k) No Transfer Taxes or Other Fees. No Transfer Taxes are payable under United States Federal law or the laws of any state, or any political subdivision thereof or the laws of any jurisdiction outside the United States, required to be paid in connection with the initial sale and delivery by the Underwriters of the Offered Shares to purchasers thereof in the manner contemplated by this Agreement and the execution and delivery of this Agreement.
(l) Distribution of Offering Materials by the Selling Shareholders. Prior to the later of (i) the expiration or termination of the option granted to the several Underwriters under Section 2 and (ii) the completion of the Underwriters’ distribution of the Offered Shares, such Selling Shareholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus(es) listed on Schedule C and the Prospectus.
(m) Sanctions. Such Selling Shareholder is not currently the subject or the target of Sanctions and will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of any person that at the time of such financing, is the subject or the target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions.
Any certificate signed by such Selling Shareholder and delivered to any Underwriter or to counsel for the Underwriters shall be deemed a representation and warranty by such Selling Shareholder to each Underwriter as to the matters covered thereby.
Such Selling Shareholder has a reasonable basis for making each of the representations set forth in this Section 1(B). Such Selling Shareholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 6 hereof, counsel to the Selling Shareholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
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Section 2. Purchase, Sale and Delivery of the Offered Shares.
(a) The Firm Shares. Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of [●] Firm Shares and (ii) the Selling Shareholders agree to sell to the several Underwriters an aggregate of [●] Firm Shares, with each Selling Shareholder selling the number of Firm Shares set forth opposite such Selling Shareholder’s name on Schedule B-1. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Shares to be paid by the several Underwriters to the Company and the Selling Shareholders shall be $[●] per Share.
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, New York 10020 (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on [●], 2021, or such other time and date not later than 1:30 p.m. New York City time, on [●], 2021 as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company and the Selling Shareholders hereby acknowledge that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company, the Selling Shareholders or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 and Section 20.
(c) The Optional Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Selling Shareholders hereby grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [●] Optional Shares from the Selling Shareholders at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Selling Shareholders, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which certificates for the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representative and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares and (b) each Selling Shareholder agrees, severally and not jointly, to sell the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Shares to be sold as the number of Optional Shares set forth in Schedule B-2 opposite the name of such Selling Shareholder. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Shareholders.
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(d) Public Offering of the Offered Shares. The Representative hereby advises the Company and the Selling Shareholders that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.
(e) Payment for the Offered Shares. (i) Payment for the Offered Shares to be sold by the Company shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling Shareholders shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Custodian.
(ii) It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(iii) Each Selling Shareholder hereby agrees that (i) it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by such Selling Shareholder to the several Underwriters, or otherwise in connection with the performance of such Selling Shareholder’s obligations hereunder and under the Custody Agreement and (ii) the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Shareholder hereunder and to hold such amounts for the account of such Selling Shareholder with the Custodian under the Custody Agreement.
(f) Delivery of the Offered Shares. The Company and the Selling Shareholders shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares to be sold by them at the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Selling Shareholders shall also deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If Jefferies so elects, delivery of the Offered Shares may be made by credit to the accounts designated by Jefferies through The Depository Trust Company’s full fast transfer or DWAC programs. If Jefferies so elects, the certificates for the Offered Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
Section 3. Additional Covenants.
A. Covenants of the Company. The Company further covenants and agrees with each Underwriter as follows:
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(a) Delivery of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) Representative’s Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), the Company (i) will furnish to the Representative for review, a reasonable period of time prior to the proposed time of filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will not amend or supplement the Registration Statement without the Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to amending or supplementing any preliminary prospectus, the Time of Sale Prospectus or the Prospectus, the Company shall furnish to the Representative for review, a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file or use any such proposed amendment or supplement without the Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.
(c) Free Writing Prospectuses. The Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Representative’s prior written consent. The Company shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict or so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, as the case may be; provided, however, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Representative for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without the Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Filing of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant
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to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.
(e) Amendments and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
(f) Certain Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representative in writing (which may be by electronic mail) of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any post-effective amendment thereto or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Offered Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430A under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.
(g) Amendments and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representative or counsel for the Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company agrees (subject to Section 3(b) and Section 3(c) hereof) to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request,
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amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the Representative’s consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section 3(c).
(h) Blue Sky Compliance. The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions as may be reasonably designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
(i) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Shares sold by it in substantially the manner described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(j) Earnings Statement. The Company will make generally available to its securityholders and to the Representative as soon as practicable an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder; provided, however, that the requirements of this Section 5(j) shall be satisfied to the extent that such earnings statement is available on EDGAR.
(k) Continued Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Offered Shares as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis with the Commission and the NASDAQ all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from the issuance of the Offered Shares as may be required under Rule 463 under the Securities Act.
(l) Listing. The Company will use its best efforts to list, subject to notice of issuance, the Offered Shares on the NASDAQ.
(m) Company to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representative, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Representative an “electronic Prospectus” to be used by the Underwriters in connection with the offering and sale of the
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Offered Shares. As used herein, the term “electronic Prospectus” means a form of Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the Representative and the other Underwriters to offerees and purchasers of the Offered Shares; (ii) it shall disclose the same information as the paper Prospectus, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to Jefferies, that will allow investors to store and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
(n) Agreement Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), directly or indirectly:(i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) submit or file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby, (B) issue Shares or Related Securities to purchase Shares, or issue Shares upon exercise of Related Securities, pursuant to any stock option, stock bonus, employee stock purchase plan or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) file one or more registration statements on Form S-8 with respect to any Shares or Related Securities issued or issuable pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (D) issue Shares in connection with the acquisition or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition; (E) issue Shares or Related Securities, or enter into an agreement to issue Shares or Related Securities, in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction; provided that, in the case of immediately preceding clauses (D) and (E), the aggregate number of Shares issued or underlying such Related Securities issued in connection with all such acquisitions and other transactions does not exceed 10% of the number of Shares outstanding after giving effect to the consummation of the offering of the Offered Shares pursuant to this Agreement and provided further that the Company shall cause each recipient of such shares to agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Lock-up Period without the prior written consent of Jefferies (which consent may be withheld in its sole discretion), and (F) assist any Shareholder of the Company in the establishment of a trading plan by such Shareholder pursuant to Rule 10b5-1 under the Exchange Act for
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the transfer of Shares, provided that such plan does not provide for the transfer of Shares during the Lock-up Period, and the establishment of such plan does not require or otherwise result in any public filings or other public announcement of such plan during such Lock-up Period and such plan is otherwise permitted to be implemented during the Lock-up Period pursuant to the terms of the Lock-up Agreement between such Shareholder and the Underwriters in connection with the offering of the Offered Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.
(o) Future Reports to the Representative. During the period of five years hereafter, the Company will furnish to the Representative, c/o Jefferies, at 520 Madison Avenue, New York, New York 10022, Attention: Global Head of Syndicate: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, Shareholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each Annual Report on Form 20-F, Report on Form 6-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company furnished or made available generally to holders of its share capital; provided, however, that the requirements of this Section 3(o) shall be satisfied to the extent that such reports, statements, communications, financial statements or other documents are available on EDGAR.
(p) Investment Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.
(q) No Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Offered Shares or any reference security with respect to the Offered Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.
(r) Enforce Lock-Up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its securityholders who execute a lock-up agreement that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Shares or Related Securities or any of the other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer agent, to the extent permitted under applicable law, to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered into by the Company’s officers, directors and securityholders listed on Exhibit B hereto pursuant to Section 6(h) hereof.
(s) Company to Provide Interim Financial Statements. Prior to the First Closing Date and each applicable Option Closing Date, the Company will furnish the Underwriters, as soon as practicable after they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus.
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(t) Tax Indemnity. The Company will indemnify and hold harmless the Underwriters against Transfer Taxes (including any interest and penalties) payable in connection with (i) the issuance of the Offered Shares and the delivery of the Offered Shares to or for the account of the Underwriters, in each case in the manner contemplated by this Agreement or (ii) the initial sale and delivery by the Underwriters of the Offered Shares to purchasers thereof in the manner contemplated by this Agreement; or (iii) the execution and delivery of this Agreement.
(u) Transfer Agent. The Company agrees to maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Shares.
(v) Amendments and Supplements to Permitted Section 5(d) Communications. If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.
(w) Emerging Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) the time when a prospectus relating to the Offered Shares is not required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) and (ii) the expiration of the Lock-Up Period (as defined herein).
(x) Announcement Regarding Lock-ups. The Company agrees to announce the Underwriters’ intention to release any director or “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-Up Agreement, by issuing, through a major news service, a press release in form and substance satisfactory to the Representative or, if consented to by the Representative, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares promptly following the Company’s receipt of any notification from the Representative in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representative, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-Up Agreement in the form set forth as Exhibit A hereto.
(y) Sales Taxes. If the performance by the Underwriters of any of their obligations under this Agreement shall represent for VAT purposes under any applicable law the making by the Underwriters of any supply of goods or services to the Company (to the extent applicable), the Company shall pay to the Underwriters, in addition to the amounts otherwise payable by the Company pursuant to this Agreement, an amount equal to the VAT chargeable on any such supply of goods and services provided that the Underwriters have issued the Company with an appropriate VAT invoice in respect of the supply to which the payment relates. Where a sum (a “Relevant Sum”) is paid or reimbursed to the Underwriters pursuant to this Agreement in respect of any cost, expense or other amount and that cost, expense or other amount includes an amount in respect of irrecoverable VAT (the “VAT Element”) which has been certified as such by the Underwriters (acting reasonably), then the Company, to the extent applicable, shall, in addition, pay an amount equal to the VAT Element to the Underwriters. For the purposes of this Agreement, “VAT” means the value added tax in any Relevant Tax Jurisdictions.
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B. Covenants of the Selling Shareholders. Each Selling Shareholder further covenants and agrees with each Underwriter:
(a) No Stabilization or Manipulation; Compliance with Regulation M. Such Selling Shareholder will not take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Offered Shares or any reference security with respect to the Offered Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and such Selling Shareholder will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.
(b) Notification. Such Selling Shareholder will advise you promptly, and if requested by you, will confirm such advice in writing, during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of (i) any Material Adverse Change, (ii) any change in information in the Registration Statement, any preliminary prospectus, any free writing prospectus, the Prospectus or any amendment or supplement thereto relating to such Selling Shareholder, or (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Time of Sale Prospectus or the Prospectus that comes to the attention of such Selling Shareholder.
(c) Tax Indemnity. Such Selling Shareholder will indemnify and hold harmless the Underwriters against any Transfer Taxes (including any interest and penalties) payable in connection with the initial sale and delivery by the Underwriters of the Offered Shares to purchasers thereof in the manner contemplated by this Agreement or the execution and delivery of this Agreement.
(d) Delivery of Forms W-8 and W-9. To deliver to the Representative prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States Person).
The Representative, on behalf of the several Underwriters, may, in its sole discretion, waive in writing the performance by the Company or any Selling Shareholder of any one or more of the foregoing covenants or extend the time for their performance.
Section 4. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its and the Selling Shareholders’ obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance, sale and delivery of the Offered Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Shares, (iii) all necessary Transfer Taxes in connection with the issuance and sale of the Offered Shares to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (vi) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vii) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection
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with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representative, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, up to a maximum aggregate amount of $10,000, (viii) the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the legal fees of, and disbursements by, counsel to the Underwriters, up to a maximum aggregate amount of $30,000, (ix) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show, and (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ. For the avoidance of doubt, it is understood that the Selling Shareholders will pay all of their own underwriting discounts and commissions for their respective Offered Shares pursuant to this Agreement. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.
Section 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).
Section 6. Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Offered Shares as provided herein on the First Closing Date and, with respect to the Optional Shares, each Option Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Shareholders set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of each Option Closing Date as though then made, to the timely performance by the Company and the Selling Shareholders of their respective covenants and other obligations hereunder, and to each of the following additional conditions:
(a) Comfort Letter. On the date hereof, the Representative shall have received from BDO LLP, independent registered public accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to PCAOB auditing standard 6101: Letters for Underwriters and Certain Other Requesting Parties , with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the date hereof.
(b) Compliance with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:
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(i) The Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act.
(ii) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or, to the knowledge of the Company, threatened by the Commission.
(iii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
(c) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:
(i) in the judgment of the Representative there shall not have occurred any Material Adverse Change; and
(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.
(d) Opinion of Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion and negative assurance letter of White & Case LLP, counsel for the Company, dated as of such date, in form and substance reasonably satisfactory to the Representatives.
(e) Opinion of Jersey Counsel for the Company. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Mourant Ozannes (Jersey) LLP, counsel for the Company with respect to Jersey law matters, dated as of such date, in form and substance reasonably satisfactory to the Representatives.
(e) Opinion of Counsel for the Underwriters. On each of the First Closing Date and each Option Closing Date the Representative shall have received the opinion and negative assurance letter of Latham & Watkins LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, dated as of such date, in form and substance reasonably satisfactory to the Representatives.
(f) Officers’ Certificate. On each of the First Closing Date and each Option Closing Date, the Representative shall have received a certificate executed by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, on behalf of the Company and not in their individual capacities, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:
(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;
(ii) the representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; and
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(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date.
(g) Bring-down Comfort Letter. On each of the First Closing Date and each Option Closing Date the Representative shall have received from BDO LLP, independent registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representatives, which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a), except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the First Closing Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain financial information contained in the Prospectus.
(h) Opinion of Counsel for the Selling Shareholders. On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of White & Case LLP, counsel for the Selling Shareholders, dated as of such date, in form and substance reasonably satisfactory to the Representatives.
(i) Selling Shareholders’ Certificate. On each of the First Closing Date and each Option Closing Date, the Representative shall receive a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such date, to the effect that:
(i) the representations, warranties and covenants of such Selling Shareholder set forth in Section 1(B) of this Agreement are true and correct with the same force and effect as though expressly made by such Selling Shareholder on and as of such date; and
(ii) such Selling Shareholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date.
(j) Selling Shareholders’ Documents. On the date hereof, the Selling Shareholders shall have furnished for review by the Representative copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Shareholders and such further information, certificates and documents as the Representative may reasonably request.
(k) Lock-Up Agreements. On or prior to the date hereof, the Company shall have furnished to the Representative an agreement in the form of Exhibit A hereto from each of the Company’s officers, directors and securityholders listed on Exhibit B hereto, and each such agreement shall be in full force and effect on each of the First Closing Date and each Option Closing Date.
(l) Rule 462(b) Registration Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.
(m) Approval of Listing. At the First Closing Date, the Offered Shares shall have been approved for listing on the NASDAQ, subject only to official notice of issuance.
(n) CFO Certificate. On the date of this Agreement and on the First Closing Date or the applicable Option Closing Date, as the case may be, the Company shall have furnished to the Representative a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Time of Sale Prospectus and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representative.
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(o) Additional Documents. On or before each of the First Closing Date and each Option Closing Date, the Representative and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Offered Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Offered Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Representative and counsel for the Underwriters.
If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice from Jefferies to the Company and the Selling Shareholders at any time on or prior to the First Closing Date and, with respect to the Optional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination.
Section 7. Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 6, Section 11, Section 12 or Section 20, or if the sale to the Underwriters of the Offered Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representative and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all reasonable and documented out-of-pocket expenses that shall have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the offering and sale of the Offered Shares, including, but not limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
Section 8. Effectiveness of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Section 9. Indemnification.
(a) Indemnification of the Underwriters. The Company and each of the Selling Shareholders, severally and not jointly, agree to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment to the Registration Statement, or the omission or alleged omission to state therein a material fact required to be stated in the Registration Statement or necessary to make the statements in the Registration Statement not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to
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make the statements, in the light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Offered Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representative in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities that the Company and the Selling Shareholders may otherwise have.
(b) Indemnification of the Company, its Directors and Officers and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, the Selling Shareholders and each person, if any, who controls the Company or any Selling Shareholder within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer, Selling Shareholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment to the Registration Statement, or the omission or alleged omission to state therein a material fact required to be stated in the Registration Statement or necessary to make the statements in the Registration Statement not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Shareholder or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer, Selling Shareholder or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and each of the Selling Shareholders, hereby acknowledge that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d)
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Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in paragraphs [ ] under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus . The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Underwriter may otherwise have. For the avoidance of doubt, (i) a Selling Shareholder shall be liable only with respect to untrue statements or alleged untrue statements, or omissions or alleged omissions, made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such free writing prospectus, such Section 5(d) Written Communication or the Prospectus, in reliance upon and in conformity with the applicable Selling Shareholder Information and (ii) the liability under this subsection of each Selling Shareholder shall be limited to an amount equal to the net proceeds (after deducting underwriting commissions and discounts, but before expenses) received by such Selling Shareholder from the sale of Shares sold by such Selling Shareholder hereunder.
(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense of such action and approval by the indemnified party of counsel, such approval (subject to clauses (i) through (iii) below) not to be unreasonably withheld, delayed or conditioned, the indemnifying party will not be liable to such indemnified party under this Section 9 for any reasonable and documented legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by Jefferies (in the case of counsel for the indemnified parties referred to in Section 9(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(b) above)) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.
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(d) Settlements. The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.
Section 10. Contribution. If the indemnification provided for in Section 9 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Offered Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total proceeds from the offering of the Offered Shares pursuant to this Agreement (before deducting expenses) received by the Company and the Selling Shareholders, and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial public offering price of the Offered Shares as set forth on such cover. The relative fault of the Company and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Shareholders, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 9(c), any reasonable and documented legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 9(c) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 9(c) for purposes of indemnification.
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The Company, the Selling Shareholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 10.
Notwithstanding the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received by such Underwriter in connection with the Offered Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their respective names on Schedule A. For purposes of this Section 10, each affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.
Section 11. Default of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company and the Selling Shareholders, for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.
As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
Section 12. Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies by notice given to the Company and the Selling Shareholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or
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minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, or Jersey authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of Jefferies there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company or the Selling Shareholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.
Section 13. No Advisory or Fiduciary Relationship. The Company and the Selling Shareholders acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Shareholders, or the Company’s other Shareholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Shareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.
Section 14. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, of the Selling Shareholders and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers or directors or any controlling person or the Selling Shareholders, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.
Section 15. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered and, if so indicated below, electronically mailed or telecopied and confirmed to the parties hereto as follows:
If to the Representative: Jefferies LLC
520 Madison Avenue
New York, New York 10022
Facsimile: (646) 619-4437
Attention: General Counsel
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with a copy to: Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Facsimile: (212) 751-4864
Attention: Marc Jaffe
If to the Company and/or
Selling Shareholders: Gambling.com Group Limited
22 Grenville Street
St. Helier
Channel Island of Jersey JE4 8PX
E-mail: charles@gdcgroup.com
Attention: Charles Gillespie
with a copy to: White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Facsimile: (212) 354-8113
Attention: John R. Vetterli,
Jessica Y. Chen
Any party hereto may change the address for receipt of communications by giving written notice to the others.
Section 16. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to Section 11 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred to in Section 9 and Section 10, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Offered Shares as such from any of the Underwriters merely by reason of such purchase.
Section 17. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Section 18. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
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(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Agreement, (A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 19. Governing Law Provisions; Currency Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and each other party not located in the United States has irrevocably appointed GDC America Inc. as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in any state or federal court in the Borough of Manhattan in the City of New York, United States of America.
With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.
The obligations of the Company and the Selling Shareholders pursuant to this Agreement in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by any Underwriter of any sum adjudged to be so due in such other currency, on which such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter in United States dollars hereunder, the Company and the Selling Shareholders agree as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company and the Selling Shareholders an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.
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All payments made by the Company and the Selling Shareholders under this Agreement, will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than taxes on net income) imposed or levied by or on behalf of any Relevant Taxing Jurisdiction unless the Company and the Selling Shareholders are or become required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company and the Selling Shareholders will pay such additional amounts as will result, after such withholding or deduction, in the receipt by each Underwriter and each person controlling any Underwriter, as the case may be, of the amounts that would otherwise have been receivable in respect thereof.
Section 20. Failure of One or More of the Selling Shareholders to Sell and Deliver Offered Shares. If one or more of the Selling Shareholders shall fail to sell and deliver to the Underwriters the Offered Shares to be sold and delivered by such Selling Shareholders at the First Closing Date pursuant to this Agreement, then the Underwriters may at their option, by written notice from the Representative to the Company and the Selling Shareholders, either (i) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4, Section 7, Section 9 and Section 10 hereof, the Company or the other Selling Shareholders, or (ii) purchase the shares which the Company and other Selling Shareholders have agreed to sell and deliver in accordance with the terms hereof. If one or more of the Selling Shareholders shall fail to sell and deliver to the Underwriters the Offered Shares to be sold and delivered by such Selling Shareholders pursuant to this Agreement at the First Closing Date or the applicable Option Closing Date, then the Underwriters shall have the right, by written notice from the Representative to the Company and the Selling Shareholders, to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.
Section 21. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.
Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act.
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Section 22. Product Governance Rules. Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules (i) each manufacturer acknowledges to each other manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the eligible distribution channels for dissemination of the Shares and the related information set out in the Prospectus in connection with the Shares; and (ii) the Underwriters and the Company note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Shares by the manufacturers and the related information set out in the Prospectus in connection with the Shares.
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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company and the Custodian the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
| Very truly yours, | ||
| Gambling.com Group Limited | ||
| By: |
| |
| Name: | ||
| Title: | ||
| ON BEHALF OF THE SELLING SHAREHOLDERS | ||
| By: |
| |
| As Attorney-in-fact | ||
| Name: | ||
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representative in New York, New York as of the date first above written.
| JEFFERIES LLC | ||
| Acting individually and as Representative of the several Underwriters named in the attached Schedule A. | ||
| JEFFERIES LLC | ||
| By: |
| |
| Name: | ||
| Title: | ||
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Schedule A
| Underwriters | Number of Firm Shares to be Purchased |
|||
| Jefferies LLC |
[●] | |||
| Stifel, Nicolaus & Company, Incorporated |
[●] | |||
| Truist Securities, Inc. |
[●] | |||
|
|
|
|||
| Total |
[●] | |||
|
|
|
|||
Schedule B-1
| Selling Shareholders | Number of Firm Shares to be Sold |
|||
| Mark Blandford(a) |
[●] | |||
| Edison Partners IX, LP(a) |
[●] | |||
| Gerard J. Hall(a) |
[●] | |||
|
|
|
|||
| Total: |
[●] | |||
(a) This Selling Shareholder has appointed Charles Gillespie and Elias Mark, and each of them, as the Attorneys-in-Fact for such Selling Shareholder.
Schedule B-2
| Selling Shareholders | Maximum Number to be Sold |
|||
| William Hanson (a) |
[●] | |||
| Susan Ball(a) |
[●] | |||
| Fredrik Burvall(a) |
[●] | |||
| Pär Sundberg(a) |
[●] | |||
| Charles Gillespie |
[●] | |||
| Total: |
[●] | |||
|
|
|
|||
(a) This Selling Shareholder has appointed Charles Gillespie and Elias Mark, and each of them, as the Attorneys-in-Fact for such Selling Shareholder.
Schedule C
Free Writing Prospectuses Included in the Time of Sale Prospectus
[to be added]
Schedule D
Permitted Section 5(d) Communications
[to be added]
Exhibit A
Form of Lock-up Agreement
___________, 2021
Jefferies LLC
As Representative of the Underwriters
c/o Jefferies LLC
520 Madison Avenue
New York, New York 10022
| RE: | Proposed Public Offering by Gambling.com Group Limited (the “Company”) |
Ladies & Gentlemen:
The undersigned is a record or beneficial owner of ordinary shares, no par value, of the Company (“Shares”), or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC (“Jefferies”) will act as the representative of the underwriters (the “Underwriters”). The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.
Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement.
In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and, if the undersigned is a natural person, will cause any Family Member not to), without the prior written consent of Jefferies, which may withhold its consent in its sole discretion:
| (i) | Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Family Member; |
| (ii) | enter into any Swap; |
| (iii) | make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration; or |
| (iv) | publicly announce any intention to do any of the foregoing. |
The foregoing will not apply to the registration of the offer and sale of the Offered Shares, and the sale of the Offered Shares to the Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities:
| (i) | as a gift; |
| (ii) | to any Family Member or any trust or other entity for the direct or indirect benefit of the undersigned or the Family Member of the undersigned; |
| (iii) | by will or intestate succession; |
| (iv) | if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate, including without limitation any entity that is managed and governed by the same management company or investment advisor as the undersigned or any entity that is controlled by the undersigned or (2) as part of a distribution of Shares or Related Securities to limited partners, limited liability company members or stockholders of the undersigned; |
| (v) | to the Company, to satisfy any tax withholding obligations of the Company or the undersigned, or to satisfy the exercise price of stock options by the undersigned, upon exercise by the undersigned of stock options or vesting of outstanding restricted stock awards or other similar equity awards that have been granted by the Company prior to, and are outstanding as of, the date of the Underwriting Agreement and are summarized in the Prospectus; or |
| (vi) | pursuant to an order of a court or as a result of the operation of law; |
provided, however, that in any such case, it shall be a condition to such transfer that:
| (A) | each transferee executes and delivers to Jefferies an agreement in form and substance satisfactory to Jefferies stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto); and |
| (B) | prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act (other than filings under Section 13 of the Exchange Act on Schedule 13F, 13D or 13G) by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares or Related Securities in connection with such transfer. |
In addition, the foregoing restrictions shall not apply to (i) the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that (1) such plan does not provide for the transfer of Shares during the Lock-up Period and (2) prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act shall be required or shall be made voluntarily in connection with the establishment of such plan, (ii) any reclassification or conversion of the Shares, provided that any Shares received upon such
reclassification or conversion will be subject to the restrictions set forth in this letter agreement, (iii) transactions relating to Shares acquired in open-market transactions after the completion of the Offering, or (iv) the transfer of Shares pursuant to a bona fide tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s share capital involving a change of control of the Company that has been approved by the Company’s board of directors, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s Shares shall remain subject to the provisions of this agreement, and provided further that “change of control” as used herein, shall mean a change in ownership of not less than 50.1% of all of the voting shares of the Company.
In addition, notwithstanding the foregoing, if the undersigned is a director or officer of the Company, without the prior written consent of Jefferies, the undersigned may exercise any rights to purchase, exchange or convert any stock options or warrants granted to the undersigned pursuant to the Company’s equity incentive plans, which plan is described in the Prospectus or any options, warrants or other securities convertible into or exercisable or exchangeable for Shares, that are described in the Prospectus, provided that (i) no public disclosure or filing under the Exchange Act shall be required or made during the Lock-up Period, (ii) the Shares issued upon such purchase, exchange or conversion shall continue to be subject to the restrictions set forth in this letter agreement, and (iii) neither the Company nor the undersigned otherwise voluntarily effects any other public filings, announcements or reports regarding such exercise during the Lock-up Period.
In addition, if the undersigned is an officer or director of the Company, (i) Jefferies agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Shares or Related Securities, Jefferies will notify the Company of the impending release or waiver, and (ii) the Company (in accordance with the provisions of the Underwriting Agreement) will (A) announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver or (B) disclose such release or waiver in the publicly filed registration statement in connection with a secondary offering. Any release or waiver granted by Jefferies pursuant to (ii)(A) above to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member (as defined in FINRA Rule 5130(i)(5)) and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement that are applicable to the transferor to the extent and for the duration that such terms remain in effect at the time of the transfer.
The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and, if the undersigned is a natural person, the undersigned’s Family Members, if any, except in compliance with the foregoing restrictions.
With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.
The undersigned confirms that the undersigned has not, and has no knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action.
The undersigned acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.
Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.
Notwithstanding anything to the contrary contained herein, this letter agreement will automatically terminate and the undersigned shall be released from all obligations under this letter agreement upon the earliest to occur, if any, of (i) the Company advising Jefferies in writing that it has determined not to proceed with the Offering, (ii) the Company filing an application with the Securities and Exchange Commission to withdraw the registration statement related to the Offering, (iii) the Underwriting Agreement terminating or being terminated following execution of the Underwriting Agreement (other than the provisions thereof which survive termination) prior to payment for and delivery of the Shares to be sold thereunder or (iv) September 30, 2021 if the Underwriting Agreement has not been executed by such date.
The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
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Signature |
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Printed Name of Person Signing |
| (Indicate capacity of person signing if signing as custodian or trustee, or on behalf of an entity) |
[Signature Page to Lock-Up Agreement]
Certain Defined Terms
Used in Lock-up Agreement
For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:
“Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise). “Immediate family member” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act.
“Lock-up Period” shall mean the period beginning on the date hereof and continuing through the close of trading on the date that is 180 days after the date of the Prospectus (as defined in the Underwriting Agreement).
“Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the Exchange Act.
“Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.
“Securities Act” shall mean the Securities Act of 1933, as amended.
“Sell or Offer to Sell” shall mean to:
sell, offer to sell, contract to sell or lend,
effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position
pledge, hypothecate or grant any security interest in, or
in any other way transfer or dispose of,
in each case whether effected directly or indirectly.
“Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise.
Capitalized terms not defined in this Annex A shall have the meanings given to them in the body of this lock-up agreement.
Exhibit B
List Lock-up Parties
Charles Gillespie
Kevin McCrystle
Elias Mark
Johannes Bergh
Ellen Monaghan
Mark Blandford
Susan Ball
Fredrik Burvall
Pär Sundberg
Gregg Michaelson
Daniel D’Arrigo
Gerard Hall
Edison Partners IX, LP
Boatside Investments
William Hanson
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Gambling.com Group Limited
Jersey, Channel Islands
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated May 25, 2021, relating to the consolidated financial statements of Gambling.com Group Limited (formerly Gambling.com Group plc), which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
| /s/ BDO LLP |
| BDO LLP |
| London, United Kingdom |
| July 12, 2021 |