
31. Related party transactions
Year-end balances arising from amounts due and loans from related
parties, and other transactions are as follows:
Company Parent
EUR 1000 2021 2020 2021 2020
Other receivables from
related parties (Note 16):
- subsidiaries - - - 26
32. Events after reporting period
On 22 December 2021, the Company signed a Share Purchase
Agreement to acquire the iGaming company Sportnco Gaming SAS.
To cater for the acquisition, certain amendments including the rollover
of the existing long-term loans in Sportnco, was approved by the
bondholders in January 2022. Also in January 2022, GiG completed
a SEK 100 million subsequent bond issue under the existing bond
framework, to be used towards partially finance the acquisition of
Sportnco and general corporate purposes. Thus, the outstanding bond
amount as of today is SEK 550 million.
A Special Meeting of Shareholders on 20 January 2022 approved
to increase the number of authorized shares from 110,000,000
to 150,000,000, to cater for the share issues in relation to the
acquisition of Sportnco.
In February 2022, the Board of Directors granted 1,700,000 options
to key employees with an exercise price of NOK 22.00 per share,
exercisable with 20% after 1 January 2023, 30% after 1 January 2024
and 50% after 1 January 2025. All options expire on 31 December 2027
and are conditional upon employment at time of exercise. The options
were granted under the option plan approved by the Annual Meeting
of Shareholders in May 2019. After the grant, a total of 3,420,000
options are outstanding.
On 1 April 2022, GiG completed the acquisition of Sportnco Gaming
SAS, hereunder to issue new shares to the shareholders of Sportnco
and to SkyCity Entertainment Group Limited (“SkyCity”). GiG acquired
100% of the shares in Sportnco Gaming SAS for a consideration of
EUR 51.37 million, whereof EUR 27.87 million was paid in cash and
EUR 23.50 million in 12,623,400 new shares in GiG at a share price
of NOK 18.08. In addition, Sportnco will retain EUR 18.63 million of its
existing long-term loans. Also on 1 April 2022, GiG concluded a EUR 25
million directed share issue towards SkyCity issuing 13,487,500 new
shares in GiG shares at a share price of NOK 18.00 per share. Following
the share issues, the number of outstanding shares increased from
96,675,626 to 122,786,526.
As part of the transaction, GiG acquired the legal title of certain B2C
assets and liabilities owned by Sportnco. The B2C net assets have
been carved out in the SPA and have not been taken into consideration
by both parties in determining the consideration price. The contractual
arrangements between GiG and the vendor are such that GiG has
no substantive decision-making power over the B2C net assets and
are fully indemnified with respect to any lawsuits related to B2C net
assets that may emanate. The B2C net assets must be disposed
by the vendor within twelve months from closing date. If no vendor
is identified after a period of twelve months, B2C net assets are
transferred back to current shareholders at no consideration.
As per the Share Purchase Agreement for Sportnco, closing
statements need to be completed within ninety days from date of
closing. As at reporting date, the status of the closing statements
are work in progress and the Company is only in possession of the
estimated closing statements. Therefore, other disclosures relating to
this business combination are deemed impracticable by management
as it is not yet in a position to accurately quantify goodwill, fair value of
each major class of assets and liabilities.
Any other subsequent events were already addressed in other
sections within this report.
33. Significant risks and uncertainties
For internet-based betting operations, there is uncertainty as to which
country’s law ought to be applied, as the internet operations can be
linked to several jurisdictions and there are legal doubts on whether the
availability of a site within foreign markets constitutes a solicitation to
persons residing within that market. Legislation concerning online gaming
is under review in certain jurisdictions, and in some circumstances,
previous opportunities to offer gaming products to certain customers
based in some markets on principles of freedom to provide services,
may be impacted by legal restrictions being imposed. In other cases,
previously unregulated jurisdictions pass legislation regulating the market
creating new opportunities to offer products and services to those
markets with legal certainty.
Following the divestment of its B2C segment, together with the de-risking
strategy to discontinue the white-label model carried out during 2020,
GIG is less directly exposed to legal and compliance risks associated with
gaming operations. This strategic decision resulted in a reduction from
15 brands operating on white-label agreements, to only three remaining
at the end of 2020. Subsequent to year end, only two white-label brands
remained. These remaining white-labels are in process of converting
into SaaS agreements, pending certain regulatory changes. The majority
of white-labels were terminated and/or migrated to other white-label
platforms with the larger white-labels converting to SaaS agreements
with GiG. As part of the strategy to terminate white-label agreements,
GiG rescinded its Swedish and UK B2C licenses in October 2020, thereby
materially reducing compliance risks, in particular AML risks inherent in
transacting player funds. As at year end, GiG has one B2C license with
the Malta Gaming Authority together with various B2B licenses in various
regulated markets.
The Company will continue to primarily operate in the online gambling
industry. The laws and regulations surrounding the online gambling
industry are complex, constantly evolving and in some cases also subject
to uncertainty, and in certain countries online gambling is prohibited
and/or restricted. If enforcement or other regulatory actions are brought
against any of the online gambling operators that are also the Company’s
customers, the Company’s revenue streams from such customers may
be adversely affected. This risk will be mitigated through a fixed pricing
model which is being adopted for platform services where possible.
Annual Report 2021
93
Annual Report 2021