2023
Gaming Innovation Group Inc
30 Apr 2024
Annual Report
04
Strategic
Report
2023 highlights 5
Yearly timeline 6
Message from the Chairman 8
GiG Media 10
GiG Platform & Sportsbook 14
27
Board of
Directors’ Report
Board of directors’ report 28
Risk Factors 42
The Share 45
Board of directors 46
Group management 48
49
Corporate
Governance
55
Consolidated
Financial Statements
88
Auditor’s
Report
21
Sustainability
Report
Foreword 22
2023 Highlights 23
Key focus areas 2024 24
Table of contents
2023 Annual Report
2
Annual Report 2023
20
23
employees
Offices
in Malta, Denmark, Spain,
France, Serbia and the US
Dual-listed on Oslo Børs
(Norway) and at Nasdaq
Stockholm (Sweden)
Over 25 primary
countries target by
Media assets
29 global platform
licenses
Our Vision
To be the industry-leading platform and media
provider delivering world-class solutions to our
iGaming partners and their customers.
Our Mission
our partners through product innovation, scalable
technology and quality of service.
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Annual Report 2023
Strategic
Report
01
4
Strategic Report
Annual Report 2023
€126.5
39.1%€60.1m
Revenues (norm.)
+41% Y/Y
EBITDA
+85% Y/Y
EBITDA margin (norm.)
+36.1% in 2022
2020
2020
2020
2021
2021
2021
2022
2022
2022
90.1
17.0
66.3
15.8
51.3
10.8
REVENUES (MEUR)
Reported Normalised
EBITDA and margin (MEUR)
EBIT (MEUR)
2023
Highlights
• Strategic review initiated to split the Company
by distributing Platform & Sportsbook to the
shareholders
• Normalised revenues* for the group were EUR 126.5m
(90.1), an increase of 38%
• EBITDA for the group ended at EUR 47.1m (31.2), up
51%, EBITDA margin* of 37% (35%)
•
an operating margin* of 15% (12%)
• Revenues in GiG Media (reported revenues**) at all-
time high of EUR 88.6m (61.9), an increase of 44% with
an EBITDA of EUR 39.9m (28.1)
• GiG Media reached all-time high in player intake,
FTDs ended at 471,500 (351,700), up 34%
• Acquired AskGamblers and KafeRocks in 2023
• Revenues* for Platform & Sportsbook were EUR
37.9m (28.2), an increase of 34% with an EBITDA of
EUR 7.2m (3.1)
•
*Revenues are adjusted for revenues from a platform client where
**
are presented as a discontinued operation
126.5
14.1
31.2
22.1
14.6
10.5
47.1
8.4
10.7
16.5
10.5
28%
33%
35%
37%
2023
2023
2023
-4.5
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Strategic Report
Annual Report 2023
Grand Casino Basel
in Switzerland sign 5
year platform deal
Acquisition of
AskGamblers
Casino Time,
in Ontario, sign
deal for Platform
and Sportsbook
Expand strategic
commercial partnership
with News UK
Deal signed with
Malta based Palsino,
for Platform and
Frontend
GIG Media ranks
#3 in EGR Power
GiG launches
Betsson group
brand Rizk, in
Germany
FEB JUN
Yearly
Timeline
GiG awarded an
Online Sports
Wagering Operator
Licence in
Maryland and a full
Interactive Gaming
Manufacturer
License in
Pennsylvania
MAR
APR MAY
JAN
Agreement for
Platform signed
with global
operator
Goldenpark pens
deal for Ontario
expansion
Richard Carter
joins as CEO
of Platform &
Sportsbook
Jonas Warrer
appointed Group
CEO of GiG
Bplay entered
GiG partnership
with Mendoza
launch in
Argentina
Goldenpark
launches in
Portugal
Betsson Group
brand, Rizk,
launches in Serbia
Crab Sports
launches in
Maryland on
CoreX platform
and Sportsbook
Acquisition of
KaFe Rocks
Betway goes live
on GiG Sportsbook
in Portugal
20
23
JUL AUG SEP OCT
NOV DEC
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Strategic Report
Annual Report 2023
“In our commitment to fostering
continuous value creation for
our esteemed shareholders, we
have remained steadfast in our
dedication to strategic growth and
operational excellence”
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Strategic Report
Annual Report 2023
Dear shareholders,
journey we have embarked on together and the promising path
that lies ahead for Gaming Innovation Group (GiG).
In our commitment to fostering continuous value creation for
our esteemed shareholders, we have remained steadfast in
our dedication to strategic growth and operational excellence.
The recent accomplishments of GiG Media and Platform &
Sportsbook are a testament to this unwavering focus.
With a laser focus on the unique priorities and drivers of each
business segment, we are working actively with the spin-
off for 2024. This initiative ensures that both GiG Media and
GiG Platform & Sportsbook will be fully equipped to operate
independently, with streamlined structures and optimized
resources.
Under the adept leadership of Jonas Warrer as CEO of GiG
Media and Richard Carter as CEO of Platform, we have witnessed
AskGamblers and KaFe Rocks have bolstered our position as a
leading player in the industry, driving substantial revenue growth
and reinforcing our commitment to excellence.
Our dedication to innovation and service excellence has not gone
unnoticed, as evidenced by our recent accolades at the EGR B2B
Awards 2023, where we were honored as Full Service Platform
and Multi-Channel Supplier of the Year. These awards underscore
our relentless pursuit of excellence and our transformation into a
cutting-edge B2B platform provider.
Moreover, our unwavering commitment to responsible gambling
remains at the forefront of our operations. We continue to invest
in and enhance our responsible gambling product, empowering
our team members with the necessary skills and resources to
effectively address player safety concerns.
In alignment with our strategic objectives, we are excited to
announce our planned split into two separate entities, GiG Media
and Platform & Sportsbook. This strategic move is poised to
unlock new growth opportunities and further drive value for our
shareholders.
Looking ahead to 2024, we anticipate continued positive
developments from AskGamblers and KaFe Rocks, along
with exciting opportunities for expansion in key markets. Our
expanding sales pipeline for the Platfom business and advanced
long-term strategy and objectives.
Furthermore, our recent brand revamp and product
for GiG, reinforcing our commitment to innovation and
customer-centricity.
As we navigate the evolving landscape of corporate sustainability,
we remain committed to our ESG goals and are actively preparing
for the EU Corporate Sustainability Reporting Directive legislation.
This renewed focus on ESG underscores our commitment to
sustainable growth and responsible business practices.
In closing, I would like to express my heartfelt gratitude to our
valued shareholders, for your unwavering support and trust in
Gaming Innovation Group. Together, we are poised to embrace
years to come.
message
from the
Chairman
Petter Nylander
Petter Nylander,
Chairman of the Board
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Strategic Report
Annual Report 2023
GiG
Media
Publishing Services
GIG Media Publishing department operates over 150 casino
and sports betting websites globally. Among our portfolio are
Time2play.com, and Casinotopsonline.com. In addition to these
market needs and requirements.
Our websites service players by offering the best casino and
sports betting offers, market information, and news to improve
monetized through revenue-share deals and cost-per-acquisition
deals with our partners.
Our strategic approach embraces both established platforms
and emerging sites, spanning across both diverse and developing
business risks, laying a robust foundation for sustained,
long-term growth.
GiG Media Overview:
GiG Media, a divison of Gaming Innovation
Group (GiG), is a prominent iGaming
generation for online sportsbooks and
casinos, with its operations based in
Malta, Denmark, Serbia, and Spain. As an
industry-leading platform, the business’
includes Wsn.com, Time2play.com,
Askgamblers.com, and Casinotopsonline.
com, and its commitment to innovation,
sustainable growth, and marketing
expertise underscores its position as an
industry leader.
"prominent iGaming
and casinos..."
A Selection of our Websites
WSN.com, also known as World Sports Network, is a
distinguished and independent online hub catering to sports
enthusiasts and betting enthusiasts alike. Supported by a team
of seasoned experts in sports and betting, the platform adheres
to rigorous editorial guidelines to furnish in-depth evaluations
of leading legal sportsbooks. Providing a comprehensive suite
of resources, WSN delivers up-to-the-minute sports news from
domestic and global spheres, detailed betting statistics, expert
insights, previews, and extensive coverage of predictions and
odds spanning a wide array of sporting events.
Furthermore, WSN is the proud home of the Ride the Line
podcast, where industry experts dissect prominent headlines
and offer valuable insights and forecasts for forthcoming games.
Emphasising responsible gambling, WSN collaborates with
licensed sports betting and casino operators across 21 regions in
North America. Beyond conventional sports, the website extends
its coverage to include daily fantasy sports and horse racing
events nationwide.
CasinoTopsOnline.com
Since its establishment in 2011, CasinoTopsOnline.com (CTO)
has established itself as a premier authority in providing credible
information on online casinos and iGaming. Guided by a team
of seasoned experts, the platform has garnered widespread
recognition epitomised by its slogan, "We Review. You Play." With
a global presence spanning 23 regional and language versions,
CTO caters to a diverse audience worldwide.
Each casino featured on the platform undergoes a rigorous
review process conducted by experienced professionals.
Through this meticulous evaluation, casinos are assigned a
commitment to delivering trustworthy recommendations based
on various trust factors.
As CasinoTopsOnline.com continues its mission to provide
unparalleled service to its users, it remains dedicated to
enhancing the user experience and expanding its reach. With a
focus on strategic partnerships and collaborations, CTO aims
to offer even more comprehensive resources to its audience,
AskGamblers.com, established in 2006, is a leading online
casino review site offering unbiased insights on online gambling.
news and articles, the site offers exclusive bonuses from
industry-leading casinos.
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Strategic Report
Annual Report 2023
In 2023, AskGamblers.com continued its legacy as a beacon of
trust in the online gambling world. Alongside its comprehensive
achieved a monumental feat by returning a record-breaking
$9 million to players within that year alone. Furthermore, 2023
lifetime total of 80,000 received complaints and surpassing the
impressive threshold of $60 million returned to players in total.
commitment to fairness and player advocacy, solidifying its
position as an indispensable resource for players navigating the
online gambling landscape.
Time2Play.com
The acquisition of Time2Play Media on December 21st, 2023
seamlessly with our mission to provide trusted information and
engaging experiences to audiences worldwide.
Time2play Media is an award-winning online media company
that produces informative content and unbiased reviews, and
operates a global portfolio of websites within the online gaming
and crypto industries that help users make informed choices.
A leading player in the iGaming lead generation space, it serves
as home to established international sites such as time2play.
underscores our commitment to fostering innovation and further
opens up doors for the business into North America and Canada.
By harnessing the collective strengths and resources of our
combined entities, we are better poised to capitalise on emerging
opportunities in the industry.
Media Partnerships
Our well-established media partnerships including NewsUK,
allow us access to millions of online readers through renowned
publications such as The Sun, The Sun.ie, The Sun US and
talkSPORT.
Within betting folders set up on the sites, we publish casino and
sports betting content leveraging the strength of the domains
Through this content, we facilitate revenue sharing and cost-
depositors.
Paid Services
Within our Paid division, we initiate high performance of diverse
online campaigns, collaborating with various channels and
partners to cultivate both player engagement and lead generation
for iGaming operators. This segment enables us to engage with a
online sportsbooks and casinos. GiG Media creates an array of
strategic online paid marketing campaigns as a part of our Paid
Search Engine Marketing
Display and Banner Advertising
Social Media Marketing
Permission Marketing/CRM
These campaigns are meticulously crafted and executed to
and players for our clients. Employing a data-driven approach,
desired outcomes and offer the highest return on investment
(ROI). By adopting a multi-channel strategy in our Paid division,
we position ourselves to capitalise on emerging opportunities
while diversifying revenue streams and reducing reliance on any
singular channel or partner, in line with our strategic objective of
attaining sustainable, long-term growth.
Our paid marketing channels boast global reach and can be
channels often serve as a means to assess the viability of new
markets before expanding our presence through the Publishing
team and developing tailored websites for those markets.
Certain channels excel in engaging users actively seeking casinos
or sportsbooks, while others effectively target potential new
players. By incorporating a blend of pull and push channels, we
expand the pool of potential users we can target.
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Strategic Report
Annual Report 2023
Search Engine Marketing: Collaborating with leading search
engines like Bing and Google, our SEM team ensures prominent
visibility in search engine results pages (SERPs) via paid
advertisements and optimisation techniques. For instance, when
a user searches for "Online Casino," an ad directing them to one
search engine results page.
Social Media: Our social media team cultivates audiences and
pages with relevant content and advertisements. Leveraging a
blend of paid and organic (community) ads, GiG Media drives
Permission Marketing/CRM: This involves direct marketing to
players, promoting offers to users interested in online casinos or
sportsbooks, often through email campaigns. We leverage our
websites to amass leads for this channel
Display & Banner Advertising: Our Display channel harnesses
various ad formats, including traditional banners or high-impact
ads, in collaboration with media partners worldwide.
Our marketing platform is structured in layers to manage the
diverse needs of running websites and online campaigns across
• Various front-end frameworks,
• Different content management systems
(CMS frameworks),
• Campaign creation tools,
• Business intelligence tools (BI),
• Marketing compliance tools.
• With this organised approach, we adeptly navigate the
of various operational aspects while fostering continuous
GiG Comply
compliance is paramount. It not only promotes fairness among
participants but also cultivates trust with customers while
reducing the legal liabilities associated with non-compliance.
Our business intelligence tool, GiG Comply presents a solution
to automate comprehensive checks, ensuring that organisations
maintain the integrity and regulatory standards of their brand by
avoiding associations with illegal websites, viruses, and malware.
With GiG Comply, users can customise the parameters of
their checks, specifying jurisdictions and criteria of interest.
Subsequently, the platform generates detailed reports, precisely
identifying instances where the brand has been exposed, along
with timestamps indicating the exact time and date of exposure.
This proactive approach to brand protection not only safeguards
trust and credibility among stakeholders and consumers alike.
GiG Comply provides the entire industry with the ability to ensure
are enormously proud.
Harnessing Data
Data plays a pivotal role in driving our business success, with its
presence and consumption being indispensable for revenue and
• Understanding user behavior and preferences: Through
comprehensive data analysis, we gain deep insights into
that drive them to make purchases or engage in desired
behaviors.
• Enhancing user experience: By leveraging user data, we
can identify areas for improvement in website navigation,
search functionality, and content recommendations. This
optimisation fosters greater user engagement, loyalty,
improved search rankings, and, consequently, increased
revenue.
• By harnessing the available data,
we gain a true understanding of partner performance in
work with the industry’s strongest performers.
Our marketing efforts rely on a sophisticated platform,
empowering us to compete effectively and achieve strong
websites, each with its unique features while leveraging shared
services from our marketing platform. This approach ensures
consistent high-quality website standards with accurate
information at all times, enabling us to venture into new markets
without expanding our IT development team and incurring
additional costs.
GiG MEDIA
Revenues (MEUR)
2021 2022 2023
62
89
45
3433
20202019
GiG MEDIA
FTDs (1000)
Paid
Publishing
20202019 2021 2022 2023
243
90
33
26
225
1091089389 247
198
126
115
352
472
Paid
Publishing
20
21
28
37
56
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Annual Report 2023
How we
convert
How we
acquire
How we get value
01 02
03
MEDIA
Cycle of Growth
•
impacts our ability to increase conversions
in a constantly changing market
• With higher conversion rates, we gain
leverage in negotiating better deals and
accumulating valuable data on our partners
and market performance
• Our deep understanding of various
channels, markets, and partners enables
possible price
GiG Media boasts a widespread global presence, spanning from
North America to Asia. Initially focusing on Nordic markets, we
steadily expanded into Europe and the UK. In recent years, our
reach has extended further, establishing us as a key player
worldwide with substantial revenue streams from Europe and
offers 23 regional and language versions, while AskGamblers.
com enjoys a global presence. World Sports Network (wsn.com)
targets North American and global users interested in US sports
and gambling. Moreover, we run paid campaigns in over 100
markets, enhancing our global footprint. This global approach
revenue growth across multiple territories, ensuring a broad
market presence over a narrow go-to-market approach.
Since 2019, strategic initiatives aimed at expanding our market
presence and enriching our array of websites and campaigns
have been pivotal. Concurrently, diversifying our clientele to
encompass a broader spectrum of clients has been a primary
focus. Our overarching objective is to cultivate growth across
both sports and casinos, thereby mitigating the impact of
demand during summer months devoid of major events like the
of our business blueprint in 2023. A more multifaceted business
landscape not only serves to mitigate risks but also unlocks
an array of growth vistas, fostering sustainable, long-term
employees, and shareholders alike. Ultimately, our company-
wide ambition is to grow our digital footprint through top
performing, revenue-driving websites across a broad spectrum
of markets and continue to spearhead the growth of our ever-
expanding partner base.
2024 Strategy
In 2024, our strategic focus is centered around key initiatives
to fortify and expand our position in the industry. We see
predominant market growth in Europe and the Americas for
2024, and we are positioning our strongest resources to help us
further develop and expand in these areas.
Firstly, following the acquisition of Time2Play Media, we are
actively onboarding their personnel and websites into the wider
business, along with identifying opportunities for synergies within
the framework that will strengthen our position as an industry
leader.
Moreover, we are committed to enhancing the capabilities and
scope of GiG Comply, our Business Intelligence (BI) compliance
tool, to capitalize on emerging opportunities within the sector.
This includes further leveraging its functionalities to ensure
robust compliance standards across various markets.
In line with our growth objectives, 2024 will witness the
integration of sports reviews into askgamblers.com, aiming to
broadens our reach but also reinforces our commitment to
delivering comprehensive gaming experiences to players.
Most importantly, however, we are undertaking a full business
separation from Gaming Innovation Group, and embarking on
an entirely new branding process to underscore our dominance
in the industry. This process will allow Media to reach its full
potential and further solidify its market position as a leading
Overall, our overarching goal for 2024 is to continue developing
and strengthening our media and marketing platform, thereby
cementing our position as a leading force in the industry while
seizing new opportunities for growth and innovation.
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Annual Report 2023
GiG Platform
& Sportsbook
Platform services
GiG offers premier iGaming platform solutions and services
tailored to operators and their customers, utilising innovative
and scalable technology. Our next-generation iGaming platform
is meticulously crafted to foster growth in regulated markets,
facilitating compliant market entry into over 30 jurisdictions
worldwide.
In the current year, we proudly introduced our groundbreaking
platform, CoreX, which is already operational in markets across
Latam, Europe, and North America. CoreX stands as a robust,
secure, and agile iGaming platform, engineered to seamlessly
adapt to evolving legislative and user demands globally.
Distinguished by its high scalability and rapid integration
capabilities with an extensive array of preferred third-party
providers, CoreX features powerful localisation features
integral to an advanced solution, presenting unparalleled
opportunities for exponential revenue growth.
needs for building thriving businesses, pioneering innovation,
and customisation tailored to individual requirements, localised
customer experiences, and user journeys. Our platform
preferred third-party services, alongside integration with
leading payment and content providers. Notably, our platform
boasts a remarkable ability to add new providers at a rate
300% faster than leading legacy platforms, empowering
operators to select content and services that best suit their
brand localisation.
Throughout 2023, we forged partnerships worldwide, including
notable launches with Betway in Portugal, Crab Sports in
Maryland, Lucky Days in Ontario, and Betsson brands in
Germany and Serbia. Additionally, we initiated brand launches
in Argentina, totaling over 10 launches throughout the
year, showcasing our unwavering commitment to delivering
exceptional service to our partners.
Platform revenues (normalised) soared to €37.9 million in 2023,
marking a remarkable 34% year-over-year increase from 2022.
Our partnerships comprises over 60 brands, with 18 new
agreements signed in 2023 alone, incl. contract extensions.
This diverse clientele includes existing online partners adding
additional brands and larger land-based casinos transitioning
into online environments in new regulatory landscapes.
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Annual Report 2023
Recently announced to the world, our Sportsbook
SportX, has been designed to provide the most complete,
integrated sports betting experience on the market, giving
a feature-packed product that can be quickly localised
to match operators’ strategy. Built on the foundations of
a revolutionary back-end and with the support of a 24/7
trading team, the ability to tailor margins in real-time helps
to deliver one of the most advanced and feature-stacked
offerings Available, and has been built as a sportsbook
designed to excel in complex regulatory environments,
which stands at 29 and counting.
integrating bet builder, horseracing, early cash-out,
freebets, all alongside an extensive betting offer that
covers 50+ sports, premach and in-play, with 200+ betting
markets on any single event. This is continuously being
expanded and will continue to grow.
Our specialised in-house trading team is centred around
bespoke offerings for key markets, 24/7 availability,
proactivity, personalised risk management and
personalised customer support, we are able to build a
truly tailored experience for our clients, regardless of their
location around the world. We are able to offer dedicated
odds, dedicated markets and a customised pricing
strategy, which enables the sportsbook to be personalised
and tailored to suit both the market and partner. The
team designs solutions for the preferences and habits of
local operators and their players, while remaining 100%
compliant with the regulated markets in which it operates.
it’s all about choice.
From self-service to fully managed solutions, our approach
revolves around offering choice. Through fostering strong
relationships with our partners, we collaborate to determine
the optimal path for launching and sustaining their iGaming
and sportsbook operations. This collaborative approach
empowers partners with the freedom to select between self-
service or fully managed offerings.
Our managed services extend comprehensive support to
partners, with dedicated account and integrations managers
overseeing operations. Available from pre-launch stages
throughout the business lifecycle, these services encompass
operations, CRM, and media support, equipping operators
with the essential tools to effectively manage and expand their
strategies, expediting payments, enhancing customer lifetime
value, or implementing advanced responsible gaming
measures, our managed services cater to diverse needs. This
prioritising brand loyalty and delivering tailored services of the
highest quality to our partners and their customers.
Annual Report 2023
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Annual Report 2023
Our next-generation iGaming platform and sportsbook are built
markets around the world. We specialise in helping our
partners expand their business on a global scale, providing the
localised knowledge, support and guidance to ensure they are
fully informed on the requirements needed for a speedy and
successful launch in new markets.
We are fully committed to growth in regulated markets as
part of our strategy. As of today our platform business holds
8 regulatory licences across Europe, North America and Latin
15 regulated markets in the same regions. In addition to the
above, our platforms are also adapted to support operators in
another 5 regulated markets which do not require the Group
to hold licences or to certify the platform however still require
with internationally recognised GLI33 and GLI16 platform
standards, with ISO27001 international standard for information
security and ISO20000 service management standards.
Right place, right time. Choosing the
perfect partners.
GiG believes in the power of the partnerships we form, building
relationships so that we can fully focus on long-term growth,
together. This helps us ensure brand loyalty and the highest
quality of tailored services for our partners and their players,
working together to identify the best way to take their iGaming
operation to launch and beyond, successfully. Security as a
priority. At GiG, security is considered a strategic priority, as
a platform and sportsbook partner that operates in heavily
regulated markets such as the UK and US, it is imperative to GiG
for its frontend development solution and content management
frontend, middleware and backend Gaming services hosted on
for the real-time data platform. The accreditation means that
through its agile security framework, GiG is protecting its
partners and their players with the highest level of information
security available, further demonstrating its commitment to
continuous improvement and in providing its partners with a
secure solution they can trust.
GiG’s iGaming platform and sportsbook solution is licenced by
the Malta Gaming Authority (MGA), United Kingdom Gambling
Commission (UKGC) and is offered under a Casino services
industry enterprise licence (CSIE) issued by the Division of
Gaming Enforcement (DGE) in New Jersey. We are licensed as
a full Interactive Gaming Manufacturer License in Pennsylvania
by the Pennsylvania Gaming Control Board (PGCB), by the the
Alcohol and Gaming Commision (AGCO) in Ontario and as an
Online Sports Wagering Operator in Maryland. This is alongside
two class II licences for the management and hosting facilities on
its iGaming platform and for the production and distribution of
in Sweden, Spain, Germany, Iowa (USA), Argentina, Croatia,
Latvia and is also compliant with internationally recognised
GLI33 and GLI16 platform standards, as well as ISO27001
security standards. At GiG, we understand the importance of
entering new markets for our partners’ growth. Therefore we
have a dedicated team of experts with extensive knowledge
and experience of building iGaming solutions that comply with
regulatory requirements around the globe. We ensure that our
partners are fully informed of the requirements needed for a
speedy and successful launch in new markets. Shaping a safer
and more responsible Gambling industry As a continued effort to
build on and improve our technology to meet partners’ demands,
GiG has developed a suite of robust responsible gaming, risk &
fraud and anti-money laundering features into our data platform.
To help build a more sustainable future for operators and
their players, our RG features allow operators to detect high-
behaviour, through our real-time automation tool Logic. Our Risk
& Fraud prevention and incident control tools, allow operators
to quickly identify potential high-risk cases, helping to identify
long-term sustainable player relationships. This is in addition to
have undergone GamCare accredited training, keeping with our
we do.
Harnessing the power of automation to drive
sustainable performance
Automation, machine-learning and AI have undeniably
become increasingly critical, especially in enhancing player
experiences, expanding into new markets, fostering safer gaming
automated features play a pivotal role in enhancing the customer
journey by enabling operators to create real-time actionable
events, thereby gaining a competitive edge. Our platform is
ensuring seamless integration with diverse systems. New partners
whether embarking on a fresh brand or transitioning from
another platform. Our platform offers multiple integration
points, directly connecting to the platform, our CMS layer, and a
comprehensive end-to-end product suite.
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Annual Report 2023
Our products:
Throughout 2023, GiG continued to innovate and transform
the business which culminated in the development of our next
generation X-suite igaming and sportsbook solutions – CoreX and
SportX and supporting AI led verticals, DataX and LogicX, for
This greatly enhanced and meticulously crafted new X-suite
of products that address the evolving needs of the industry,
with faster deployment, open source tech-stack, extremely
engine that drives real time insights, marks a major step up in
product innovation with the aim to capitalise on increasing global
opportunities, with regulated markets becoming more demanding
for technology providers.
Platform
CoreX, our next-generation iGaming platform is at the heart of
our business.
CoreX is a powerful, secure, and agile iGaming platform designed
to adapt to ever-changing legislative and user demands, across
the world. Highly scalable and built for rapid integration with the
potential for an unlimited inventory of preferred third parties, its
powerful localisation features has already had the opportunity
to showcase its power, It is an advanced solution that offers
unmatched opportunity for revenue exponential revenue growth
in established and newly regulated markets.
We specialise in helping our partners expand their business on a
global scale, as our agnostic platform allows for innovation and
customisation adapted to individual needs, localised customer
solutions and APIs that can be easily integrated with a variety
of systems. New partners have the opportunity to tailor their
needs whether it be for a completely new site or migrating from
another platform. It offers different points of integration, directly
to the platform, into our CMS layer and a full end-to-end solution,
including frontend development. The platform boasts an unique
operators provide their players with the same quality across
integrates with partners’ existing technology and preferred third
parties, integrating with all of the leading payment and content
providers. All of this allows the operators to choose freely which
providing the support needed to match their growth aspirations
and localise their brands.
DataX
GiG’s real-time data platform, DataX, allows operators access to
key intelligence at the right time, placing their brands ahead of
the curve in competitive markets. The platform provides several
features to allow users to retrieve and build their own reporting
across all areas of the business, including marketing, retention,
DataX also forecasts behaviour of players in real time, and
the product has helped operational teams be more lean and
such as acquisition, retention, personalisation and player safety.
All intel is propagated to our real time rules engine, LogicX, where
an operator can not only access predictions in real time, but also
create tailored automated actions. All in all, allowing operators to
be proactive and heads and shoulders above the rest.
LogicX
immediately, without the need for coding knowledge. LogicX
enables our partners to optimise and tailor their processes, and
create custom actions crafted to their own needs via AI, across
all operational aspects of their organisation including marketing,
promotions, operations and compliance for both retail and online.
through instant insights, to make smarter business decisions and
delivering more personalised experiences, driving effectiveness
and increasing their bottom line.
over 52 million messages a day.
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Logic absorbs messages by reading what players are doing
if a player spins a game or makes a deposit, logic reacts in
milliseconds to whatever that player is doing. The unique
user interface then allows operators to drag and drop rules
them to build their logic within these messages and tailor
them to their players.
Frontend
GiG works closely with its partners to digitally recreate
the look and feel of their on-site casino. The frontend
framework and CMS solutions work together to keep
players engaged with a consistent gaming experience and
enables our clients to continue to stand out from their
learning applications, GiG’s feature-rich CMS automatically
provides players with recommendations of games and
presents them with automated promotions such as
tournaments, races, automated cash-back and more. This
allows operators to tailor their content and cross-sell
marketing campaigns to ensure they are always in front of
their players with engaging content.
Managed services
GiG’s managed services solution provides operators
with a tailor-made package of turnkey services to
suit their individual business needs’ including media
services, operations services and customer relationship
management. All of GiG’s turnkey managed services
are available from pre-launch throughout their business
lifecycle, providing operators with the support needed to help
manage and grow your gaming business. Around 75 of staff are
handling the day-to-day operations for certain clients, including
casino management, media services, payments, risk and fraud,
player safety, customer support and KYC on a 24/7 basis
Operations
Our dedicated and experienced operations team takes care of
all operational aspects of our partners’ organisation including
support, compliance, risk and fraud and KYC.
have undergone GamCare accredited training ensuring that our
we do.
Customer relationship management section
At GiG, customer relationship management is so much more
than a CRM tool, it’s all about creating an integrated customer
strategy that focuses on our partners’ customers journey and
lifetime value. With over a decade of experience from within
a B2C gaming environment, and with expert knowledge of our
in-house CRM system and tools, and of its products, GiG’s
CRM team is committed to delivering a proactive approach to
customer relationships. "It’s all about creating an integrated
customer strategy that focuses on our partners’ customer’s
journey and lifetime value"
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SportX
The success of our SportX Sportsbook is born out of
our obsession with sports, and that passion is perfectly
encapsulated by our specialised in-house trading team. Centred
around bespoke offerings for key markets, 24/7 availability,
proactivity, personalised risk management and personalised
customer support, we are able to build a truly tailored
experience for our clients, regardless of their location around
the world. We are able to offer dedicated odds, dedicated
markets and a customised pricing strategy, which enables the
sportsbook to be personalised and tailored to suit both the
market and partner.
The team designs solutions for the preferences and habits
of local operators and their players, while remaining 100%
compliant with the regulated markets in which it operates.
• We work with the leading data and odds suppliers in
addition to newly integrated suppliers, ensuring our
betting content is always rich, varied and up-to-date for an
ultimate player experience for our partners’ players.
• Innovation is ingrained within our culture, and development
of a multi-bet feature is designed to deliver more
opportunities for partners to tailor margins, adapted to
unique market needs.
•
us to offer the most attractive odds package for the client,
therefore maximising revenue-generating opportunities
and increasing customer retention, acquisition and
satisfaction.
approach, allowing our partners to customise their promotional
and SEO content thanks to the full control we give them
over their advertising and marketing activities.The bespoke
approach is not limited to our trading capabilities. We are able
to offer regular reporting, day to day if required, and report
on dedicated needs, all supported by a team of dedicated
account managers, specialised for each market. The new
full control over the promotions display, customised banners
for every sport, category, competition and event and the SEO
system also allows our customers to track the effectiveness
of their marketing in real-time. This is done pre-match, giving
them the opportunity to modify or adjust their promotions, or
optimal fashion, whether pre-match or in a live setting.
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"The GiG omnichannel
approach allows
operators to support and
complement their retail
offering, giving them a
strong presence in both
more accessible to their
customers"
The interface is simple and intuitive and provides unique tabs and
consult the system and use it for marketing analysis, trading and
We have been working extremely hard over the last 12 months
to ensure we offer, and will continue to offer, what the market
needs to build growth and success. The SportX betting solution
is more than a betting solution, it is a global and bespoke service
that includes a team of over 100 highly skilled professionals who
bring development, odds and risk management, consultancy
and personal attention to our partners so that we can launch, at
unparalleled speed, in any jurisdiction and grow their business
together. This is the key to our commercial success in demanding
regulations. This is why operators trust us year after year.
• Dedicated trading and risk management
• Mobile and apps (native and hybrid) responsive
frontend design
• Extensive knowledge and expertise on auditing
requirements for regulatory authorities
• Business analysis, consultancy and marketing
advisory services
• 60,000+ pre-match events per month
• 45,000+ real-time live events per month
• 600+ betting markets
• 5000+ leagues
• 50+ Sports
Omnichannel
GiG works closely with its partners to ensure that their digital
transformation is a smooth process that offers players a
tailored and seamless customer journey. GiG’s omnichannel
solution can be integrated with any casino management
system allowing its partners to seamlessly combine their
land-based and digital offering. This not only helps to increase
customer convenience but also to increase player lifetime
value and retention. The GiG omnichannel approach allows
operators to support and complement their retail offering,
worlds, which makes them more accessible to their customers.
GiG’s omnichannel solution can be integrated with any casino
management system allowing operators to harmoniously
combine their land-based and digital offering.
wallet, registration and shared loyalty system, each of which
players. The GiG omnichannel approach adds a high level of
value throughout the entire customer journey, placing our
partners’ customers at the centre of their brand.
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Sustainability
Report
02
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Sustainability Report
Annual Report 2023
Foreword
Our people and practices are continually improving to focus on creating a
truly sustainable business which adds value to the world in which we live.
We have delivered on a number of key sustainability commitments under
each pillar in 2023 and have grown and evolved in our thinking and
practices along the way. From completing our inaugural Scope 1, 2 and 3
GHG emissions assessment with carbon management accounting platform
Greenly, to conducting the Social and Governance portions of our ESG gap
analysis with RSM, to planting our #GiGForest, which now includes 1,720
trees, offsetting a total of 395,000kg CO2. Additionally, we have offset a
further 219,000 kg of CO2 emissions stemming from business travel with
GreenPerk. We have also achieved a marked year-on-year improvement
in our ESG ratings, rising from 47 to 51. Furthermore, at GiG, we have
enhanced our team’s expertise in Safer Gambling and Player Protection
with safeTALK/ASIST trainer accreditation, and also launched our AML and
RG scoring tool. The central teams have focused on the gargantuan task of
operationally separating GiG Media and GiG Platform & Sportsbook, further
evidencing just a few of the many highlights from 2023. Please read the full
report to grasp the full extent of what every colleague has contributed to
achieving this year.
Like any impactful journey, our approach has evolved over time. We are
our progress and impacts. To simplify our reporting, we are transitioning
from our current four internal pillars to a streamlined structure focused
on Environmental, Social and Governance (ESG) categories fully aligning
and complying with the EU Corporate Sustainability Reporting Directive
legislation. Following the 2023 annual report, we will adopt this new
framework, shaped by the insights of the ESG gap analysis that we
performed and double materiality assessment. This will allow us to better
demonstrate the direct impact of our initiatives and measure our progress.
Each category will feature one overarching objective, supported by several
initiatives that address the 17 United Nations Sustainable Development
Goals (UNSDGs) across both operational independent entities. Upon
will publish the new format in our 2024 annual report.
sustainability, establishing a dedicated role and budget that promise to
beyond. We are excited to lead the industry into a better tomorrow, for the
people and for the planet.
Gemma Edward
Director of Sustainability
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Annual Report 2023
Operational split progress
for GiG Media and Platform
& Sportsbook
GiG Media and GiG Platform & Sportsbook have had laser focus on the differing
priorities and drivers for each business, and we are working actively with the
team resources and processes, each business can operate fully independently. In
GiG Media the c-level team and direct reports were restructured with Jonas Warrer
appointed as CEO of Media. Our Platform & Sportsbook leadership team has been
strengthened with key appointments, Richard Carter CEO, Andrew Cochrane CCO,
James Coxon COO and Matt Saxton as CTO, ensuring we have the expertise and
experience necessary to drive future growth.
GiG Media Acquisition
of AskGamblers and
KaFe Rocks
GiG Media acquired AskGamblers in January and it has continued positive
momentum with revenues up 92% from run rate at take over. Additionally, the
GiG Platform & Sportsbook
crowned twice at EGR
B2B Awards.
We were awarded with Full Service Platform and Multi-Channel supplier of the
year at the prestigious EGR B2B awards 2023, at the ceremony in London. The EGR
awards represent the investment in our products and services and the value in our
transformation from a B2C and White label to a pure, leading edge B2B platform,
services and sportsbook provider.
Focus on Safer Gambling
through training and
accreditation.
GiG continues to upgrade and develop our responsible gambling product, with two of
our Player Safety team leaders undergoing the SafeTALK/ASIST trainers accreditation
two day course. The course has been approved by World Health Organisation,
LivingWorks Applied Suicide Intervention Skills training (ASIST) is the only workshop
of its kind. This will enable us to conduct internal training for our managed services
who are displaying serious markers of harm.
Improved ESG rating year-on-
year from 47 to 51 overall
Legacy consultancy completed GiG’s second ESG ratings analysis, which is delivered
as a consensus of the 28 ESG analyst companies who are currently monitoring GiG.
This provides consistent ratings of ESG performance, and helps guide us moving
forward for areas of improvement.
Introduced AML & RG
Automated Risk Rating Tools.
Utilising data from various sources and collaborating with GiG Logic. DataX provides
a unique product for scoring player risk, aiding in Anti-Money Laundering (AML) risk
detection and Responsible Gaming (RG) awareness. The information is accessible
actions to uphold sustainable growth while complying with regulatory requirements.
Business goal
Highlights of 2023
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Annual Report 2023
Completing strategic review
Looking ahead, we remain committed to our strategic objectives, including the
planned split of the Company into two separate entities, GiG Media and Platform &
Sportsbook. This strategic move will unlock new growth opportunities and maximise
value for our shareholders.
growth potential
We anticipate further positive developments from AskGamblers in 2024. Additionally,
growth, particularly in the North American and LatAm markets.
GiG Platform & Sportsbook
expanding sales pipeline
Advanced discussions with key partners and an expanding sales pipeline across
both platform and sports verticals underpin belief that our strategy and long-
term objectives are providing us exciting opportunities to continue to expand and
scale the business, improve revenue quality and growth, and ultimately increase
shareholder value.
Platform & Sportsbook
launched enhanced next
generation X-suite products
and new branding
We have unveiled the revamped face of our brand ahead of ICE 2024. This marks
product innovations - Platform CoreX, Sportsbook SportX, and AI led features DataX
and LogicX. All of the rebrand was showcased on our stand at the ICE exhibition in
London.
Focussing on ESG objectives
under new framework
Since building the sustainability reporting foundations over the past two years, we
are now in a place where we are coming to the end of a gap analysis and audit of
our current efforts, and entering a double materiality assessment in readiness for
the EU Corporate Sustainability Reporting Directive legislation. With this comes
renewed focus on ESG, a new way of reporting and presenting progress under each
Environmental Social and Governance vertical. (Please see ESG section for full
description)
Focus for 2024
Business goal
24
Sustainability Report
Annual Report 2023
Operational spin
off progression
After the strategic review announcement made in Q1 2023, a timeline was put in place and
all central teams worked round the clock to ensure both independent entities were set up
for success. In November 2023 both organisations started to operate independently with
resources. This was a huge undertaking occupying much of the central teams’ time.
environments and improved
workplace services
their needs and requirements, giving each business its own unique identity and remarkable
working environment.
package with dedicated
website to all colleagues
directly as a result of engagement and Have Your Say voice of employee survey feedback
points, 63,000 to be precise. The new package includes Me Time day, Birthday leave, GiG
Gives paid volunteer day, Work anniversary manager reward toolkit, Sustainable new
joiner gift of tree planting, and a 350 euro Well-being allowance.
DEI Developments in
Talent Acquisition
The team have reviewed all job descriptions, templates and external communications,
trained hiring manager on unconscious biases, joined the Diversity and Inclusion
network in Malta, initiated discussion on collaboration with the Right of The Person with
HR and explored various platforms and websites to network and increase diversity in our
organisation, and looked into organisations / platforms supporting women in leadership/
tech communities.
Branched out with
Tree-Nation and started
#GiGForest
We’ve committed to planting 2000 trees per 12 months, we started in July 2023 and have
planted 1720 trees at the time of publishing this report, offsetting 395 tCO2. Tree-Nation is
a fantastic organisation which allows us to support the communities in which we plant and
to offset our emissions, it is an ESG win-win.
People team awarded
Stevie award 2023
We’re thrilled to announce our industry leading People team has been recognised on a
global scale for their work in ‘Creating an Inclusive and Tailored Global Culture’ at this
week’s The Stevie® Awards for Great Employers 2023, and won the Bronze award in the
‘Best Use of HiBob for Creating a Winning Global Company Culture’ category.
Rated Bronze for GHG
Reporting Compliance
Standardised by the GHG protocol when assessing GiG’s Scope 1, 2 and 3 GHG emissions.
With a total emissions of 9.2k tCO2e for 2022 (concluded reporting in Q3 2023) . We will
shortly be starting the process to measure for 2023, and will publish these results in the
2025 annual report.
Highlights of 2023
People goal
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Sustainability Report
Annual Report 2023
Improve employee
experience
The People team is entirely focused on improving the employee offering,
benchmarking salaries, improved recognition schemes, more focus on professional
development and training, succession planning, well-being resources and more.
This will be achieved through various initiatives across the employee lifecycle to be
implemented in 2024 and beyond.
Implement ‘Leaders of
Tomorrow’ leadership
training programme
Complementing the Leadership Programme we launched in 2022, the people team
have formed and rolled out an additional training programme for 37 mid-level
managers, covering similar topics to last year.
environments and
improve workplace
services
GHG Emissions
reduction planning
Working with Greenly we will be hosting a workshop in H2 2024 with senior
stakeholders from across GiG Platform & Sportsbook and GiG Media to assess and
ways in the coming years. After this workshop we will have a full reduction plan with
outcomes and an implementation plan.
Implement Global
Sustainability Policy
further be tailored as the spin off progresses.
Focus for 2024
People goal
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Sustainability Report
Annual Report 2023
03
Board of
director's
report
Improve employee
experience
The People team is entirely focused on improving the employee offering,
benchmarking salaries, improved recognition schemes, more focus on professional
development and training, succession planning, well-being resources and more.
This will be achieved through various initiatives across the employee lifecycle to be
implemented in 2024 and beyond.
Implement ‘Leaders of
Tomorrow’ leadership
training programme
Complementing the Leadership Programme we launched in 2022, the people team
have formed and rolled out an additional training programme for 37 mid-level
managers, covering similar topics to last year.
environments and
improve workplace
services
GHG Emissions
reduction planning
Working with Greenly we will be hosting a workshop in H2 2024 with senior
stakeholders from across GiG Platform & Sportsbook and GiG Media to assess and
ways in the coming years. After this workshop we will have a full reduction plan with
outcomes and an implementation plan.
Implement Global
Sustainability Policy
further be tailored as the spin off progresses.
27
Board of Directors' Report
Annual Report 2023
report
Description of the Business
Gaming Innovation Group (“GiG” or the “Company”) is headquartered in Malta. The
parent company, Gaming Innovation Group Inc., is a US corporation incorporated in
Delaware, USA. It is dual listed on the Oslo Stock Exchange, Norway, with the ticker
symbol “GIG” and on Nasdaq Stockholm, Sweden, with the ticker symbol “GIGSEK.”
platform, sportsbook and media provider delivering world-class solutions to our
of service. To reach this vision, GiG uses its proprietary technology and products to offer
users, suppliers, and operators alike.
In 2023, GiG provided online gaming services, including remote gaming platforms,
GiG Media refers users to operator partners across casino, poker, and sports betting,
pay-per-click advertising. The vision is to enhance touchpoints where people discover
iGaming online by emphasising educational, informational, and valuable content about the
industry and promoting top-tier games, operators, and offerings through web portals and
online campaigns. Media Services generates revenue through perpetual revenue share
agreements, cost per acquisition (CPA), hybrid models, and listing fees for prominent
Platform & Sportsbook contains GiG’s proprietary technical platforms - player account
management platforms (PAM) - offering the full range of services needed for an iGaming
operator and proprietary sportsbook, including trading tools and front end. The platform
integrates application developers, such as game and payment providers, who can
access an ecosystem of operators through a single integration. The operator can utilise
open APIs to connect its front-end website and customer management system (CMS) to
the system and gain access to all the game service providers (GSPs), payment service
and CRM. All features and functionality are offered as a Software-as-a-Service (SaaS).
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Board of Directors' Report
Annual Report 2023
GiG has strategically positioned itself towards larger and more complex operators
where the Company can support an operator across all the major parts of the iGaming
value chain, including offering a seamless omnichannel solution from retail to online and
managed services.
Strategic review
The Board of Directors initiated a strategic review in February 2023, intending to split the
Company into two separate companies by distributing Platform & Sportsbook to GiG’s
models. The split will form two industry-leading companies with the potential to grow
faster than in the current corporate structure.
Planning was carried out through 2023, focusing on the strategic and operational tasks
& Sportsbook were implemented, all employees were moved/employed under their
respective segments, and new separate C-level management groups were established.
All necessary corporate steps are in process, including the preparations to apply for
is expected in the third quarter of 2024 and will be subject to all necessary corporate
actions, including shareholder approval.
Acquisitions
Askgamblers.com and several other
domains in January 2023. Askgamblers.com is an award-winning website recognised as
a well-trusted source in the iGaming industry. It has strong brand recognition from users,
business with several key strategic assets and multiple revenue opportunities and saw
strong operational progress in 2023.
In December 2023, GiG Media acquired KaFe Rocks
Time2play.com and USCasinos.com. Through this strategic purchase, GiG Media
strengthens its position as a dominant lead generator within the online casino market and
will accelerate its market presence in the valuable North American market.
GiG Media has continued its strong performance over the past two years, securing strong
successful, with strong growth in revenues and FTDs since being taken over by GiG in
sustainable long-term growth. Underlying KPIs continue to show good progress, and
with KaFe Rocks added, GiG expects continued sustainable future revenue growth for
GiG Media.
Platform & Sportsbook has been strengthened with a new top management in 2023,
adding extensive industry experience to secure a strong foundation for future growth as
a Software-as-a-Service (SaaS) provider. The segment offers innovative and proprietary
products and recently unveiled an impressive line-up of product enhancements ahead of
ICE 2024 as it looks to cement its position as a pioneer in cutting-edge iGaming platforms
and sportsbook solutions. With an unparalleled regulated geographical footprint of
global portfolio
15+
markets
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Annual Report 2023
2021
2021
2021
2022
2022
2022
2023
2023
2023
61.9
45.0
34.3
GiG MEDIA
Revenues (MEUR)
GiG MEDIA
EBITDA (MEUR)
client launches coupled with growth from existing clients in new markets, the Platform &
Sportsbook is expected to secure strong recurring revenues over the coming years.
GiG Media and Platform & Sportsbook.
GiG Media
GiG Media delivered a strong performance in 2023, with a 34% in player intake and a 43%
increase in revenues. The fourth quarter of 2024 marked the twelfth consecutive quarter
past three years.
Acquisition of Askgamblers
Askgamblers.com, Johnslots.com, Newcasinos.com and several smaller domains for a
total consideration of EUR 45 million. EUR 20 million was paid in cash on closing, EUR 10
million was paid in January 2024, and the EUR 15 million balance will be paid in January
2025.
Askgamblers.com is an award-winning website recognised as a well-trusted website
source in the iGaming industry with strong brand recognition by users. The acquisition
markets previously non-core markets for GiG Media, resulting in increased geographical
reach through 2023. Multiple strategies to improve the performance of the acquired
business were implemented throughout the year by utilising GiG’s technical SEO
optimisation techniques and proprietary marketing technology in conjunction with the
expertise of Askgamblers, leading to a doubling in revenues and EBITDA run rates since
acquired by GiG Media. Sports betting will be integrated into the website during 1H 2024,
substantially expanding the addressable market for AskGamblers.com. The UEFA Euro
Cup 2024 is a crucial milestone for the launch of sports betting on AskGamblers.com.
Acquisition of KaFe Rocks
35 million, consisting of a EUR 15 million upfront cash payment and EUR 20 million in four
targets are met (see Note 7).
GiG Media is optimistic about the product quality of the acquired website assets. Efforts
commenced immediately after the acquisition to onboard and integrate KaFe Rocks into
the GiG Media business, and as of today, the results are positive. The acquisition aligns
strongly with GiG Media’s ambition to maintain a pole position as the industry’s leading
GiG Media will accelerate its market presence in the valuable North American market.
Operational performance
The Publishing business, excluding AskGamblers and KaFe Rocks, concentrated
on expanding its market reach in 2023, achieving its highest-ever revenue in 2023.
Furthermore, the number of players doubled year-on-year, reaching an all-time high. In
2024, the primary focus will shift toward market and website consolidation. This strategic
shift is motivated by the observation that GiG Media holds a relatively low market share
in several markets, suggesting ample growth opportunities in current markets.
GiG MEDIA
EBITDA margin adj.
2020
2020
2020
88.6
28.1
21.0
17.6
39.9
51%
46% 46%
45%
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Paid successfully onboarded several vital partners and increased its geographical
footprint in Latin America, the US and Europe during 2023. This increased operational
through 2023 and can now do paid social media campaigns in 15+ markets. SEM and CRM
campaigns were also launched for AskGamblers, and activities within the Display channel
were expanded in 2023, strengthening Paid’s global marketing presence. In the latter part
new partners and optimising campaigns to enhance return on advertising spend.
In Media Partnerships, the alliance with News UK entered into in December 2022 has
developed positively, contributing to a new revenue stream for the Company. Revenue
grew quarter-on-quarter through 2023, and by year-end, the partnership was extended
to encompass new territories, beginning with Australia, Nigeria, and South Africa.
Additional territories are anticipated to be incorporated in 2024. In addition to the News
UK partnership, GIG Media initiated negotiations with several other media companies
covering diverse geographical markets.
In December 2023, GiG Media launched its latest business intelligence platform. This
platform provides a thorough understanding of every business area and offers guidance
that business decisions are based on accurate and detailed data.
GiG Media’s in-house compliance tool, GiG Comply, signed new and extended contracts
2024 is to enhance revenue generation from this product further.
Player intake
increase from 351,700 in 2022. Publishing, including AskGamblers, was up 127% while
Paid decreased 7% year-on-year.
Revenues and EBITDA
Revenues for GiG Media were EUR 88.6 million in 2023, increasing 44% from EUR 61.9
million in 2022, with 20% organic growth. 63% of revenues in 2023 came from revenue
share (60% in 2022), 9% from CPA (14%), and 28% from listing fees and other services
(26%). Publishing revenue grew by 58% in 2023, while Paid grew by 18%.
Revenue growth was strong across all markets, with its traditional high-value markets
within the Nordics and Europe growing 30% in 2023. The Americas grew 25% in 2023,
dependence on the Nordics and Europe.
and investing in a broader range of markets. Marketing expenses were EUR 26.8 million in
2023, an increase of 48% from EUR 18.1 million in 2022. Marketing expenses included Paid
from EUR 12.1 million in 2022. Marketing expenses were 30% of GiG Media’s revenues in
2023, a slight increase from 29% in 2022.
EUR 28.1 million (46% margin) in 2022.
GiG MEDIA
Revenue split
Revenue share
CPA
Listing fees &
other
2020 2021 2022 2023
243
90
33
GiG MEDIA
FTDs (1000)
225
Paid Publishing
10910893 247
198
126
352
472
63%28%
9%
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Strategy
1
2. Technology and data/BI will give an edge in a competitive marketplace
3. Ample opportunity to continue the organic growth of the business.
4. Media partnerships can be leveraged to create material growth
5. Recipe for successful M&A and can fast-track growth further by acquisitions
6. Evolve tech solutions into stand-alone SaaS products
Platform & Sportsbook consists of a market leading iGaming & Sportsbetting platform,
front-end development and managed services such as player safety, customer operations
and CRM/marketing.
The second half of 2023 represented a transformational period for the Platform &
organisational and decision-making structure was implemented, increasing levels of
automation were developed, and a more data-driven and analytical culture across
all business units was embedded with a focus on (i) streamlining the development and
delivery process to enable a step up in future new client on-boarding cadence; (ii)
lowering the cost to serve both existing customers and delivering new customers, (iii)
driving faster market entry and (iv) more group-wide innovation.
Following the appointment of Richard Carter as CEO in September 2023, Platform &
Sportsbook has been further strengthened with the addition of new senior management
across technology, sales, operations, and sports, bringing a wealth of industry experience
to secure a strong foundation for future growth as a Software-as-a-Service (SaaS)
provider with strong recurring revenues over the coming years.
(CTO). A solid and experienced leadership team is now secured and in place ahead of the
planned split of the Company and the transformation of Platform & Sportsbook into a
stand-alone, publicly listed SaaS company.
GiG continued to innovate and transform the business in 2023 and made meaningful
launch of the next generation X-suite igaming and sportsbook solutions – CoreX and
SportX and supporting AI-led verticals, DataX and LogicX at ICE London in February 2024.
This greatly enhanced and meticulously crafted new X-suite of products that address the
evolving needs of the industry, with faster deployment, open source tech-stack, extremely
increasing global opportunities, with regulated markets becoming more demanding for
technology providers.
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new agreements
29
regulated markets
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Integration pipeline
Platform & Sportsbook signed 12 new agreements in 2023 to provide GiG’s award-winning
casino platform solution, helping power these operators’ online entry into international
and emerging markets. The new contracts span over Europe and Americas, securing a
with existing clients. GiG’s expansive global footprint currently covers 29 regulated
markets, with a further six in the pipeline, providing GiG’s partners with unparalleled
regulated markets access through its platform and sportsbook solutions.
In 2023, 13 new brands went live on the platform, including entry into Serbia, Portugal
and the state of Maryland, US. Eight brands ceased their operations. So far in 2024, an
additional six brands went live, and as of today, existing customers on the platform add
up to a total of 65 brands, with an additional integration pipeline of 16 brands.
Revenues and EBITDA
Normalised revenues were EUR 37.9 million for Platform & Sportsbook in 2023, a 34%
increase from EUR 28.2 million in 2022, all on an organic basis. EBITDA ended at EUR
17.7 million, an increase of 394% from EUR 3.1 million in 2022. 2023 included an earn-out
reversal of EUR 10.5 million related to the Sportnco acquisition (see Note 7), and adjusted
for this reversal, EBITDA for 2023 was EUR 7.2 (3.1) million, a 129% increase compared to
2022, with a margin (normalised) of 19.0% (11.1%).
84% of operator GGR through the platforms came from locally regulated or soon-to-
be-regulated markets (with a clear timeline/progress towards local regulation). 60% of
Operator GGR came from Europe, 13% from North America, 20% from Latin America, and
7% from the rest of the world.
Platform & Sportsbook offers innovative and proprietary products with an unparalleled
existing clients into new markets. A refreshed new sales strategy, coupled with the recent
the sales pipeline and this is expected to continue through 2024. Platform & Sportsbook
geographical presence. With 21 new brands in the pipeline to go live over the next 12
months and additional anticipated growth from existing clients, underlying revenue is
expected to increase excluding the GIG Enterprise Solution (which charged a material
one-off setup fee representing the majority of its value in 2023 results, with only minor
licence fees expected to be earned from this contract going forward).
2020
2020
2020
2021
2021
2021
2022
2022
2022
2023
2023
2023
28.1
21.4
18.9
PLATFORM
Normalised revenues (MEUR)
37.9
3.1
-1.4
-2.5
PLATFORM
EBITDA (norm. - MEUR)
7.2
PLATFORM
EBITDA margin (norm.)
-13.1%
6.5%
11.1%
19.0%
33
Board of Directors' Report
Annual Report 2023
Financial Performance
GiG plan to split the Company in two by distributing the Platform & Sportsbook segment to
Previous periods have been restated accordingly. Below, both the current Group and Media
are commented on to give transparency and consistency from previous reports. For more
details, see Note 8.
Reported numbers
Platform & Sportsbook included as discontinued operations
Group numbers
Platform & Sportsbook included as continued operations
Revenues
Consolidated revenues amounted to EUR 89.0 million in 2023,
a 44% increase from EUR 61.9 million in 2022. Organic growth
was 20%. The increase in revenues results from the acquisition
of AskGamblers and the overall positive development in GiG
Media.
Revenues
Consolidated group revenues amounted to EUR 140.9 million
in 2023, an increase of 32% from EUR 107.0 million in 2022,
whereof 21% organic. The increase in revenues results from the
acquisition of AskGamblers and positive development in both
GiG Media and Platform & Sportsbook.
thus amounted to EUR 89.0 million in 2023 (61.9), with a 100%
Cost of sales amounted to EUR 4.9 (5.4) million in 2023, all in
Operating expenses
Personnel expenses were EUR 10.6 million in 2023, an
increase of 39% from EUR 7.6 million in 2022, mainly due to
the acquisition of AskGamblers in January 2023. Personnel
expenses’ share of revenues was 12% both in 2023 and 2022.
Capitalised personnel expenses related to development of
technology and future products amounted to EUR 4.4 million in
2023, compared to EUR 2.3 million in 2023, and are amortised
over three years.
Marketing expenses were EUR 26.8 million in 2023, an increase
of 48% from EUR 18.2 million in 2022. Marketing expenses’
share of revenues was 30% in 2023 compared to 29% in 2022.
Marketing expenses are mainly related to PPC (pay-per-click)
agreements.
Other operating expenses are mainly related to technology and
general corporate purposes and amounted to EUR 11.7 million
in 2023, an increase of 57%% from EUR 7.4 million in 2022. The
increase is mainly due to transaction costs, the acquisition of
AskGamblers and expenses related to the strategic review.
Operating expenses
Personnel expenses were EUR 26.5 (22.3) million in 2023, an
increase of 19%.
Marketing expenses were EUR 37.8 (31.2) million in 2023, an
increase of 21%. Marketing expenses’ share of revenues were
27% (29%). Marketing expenses are mainly related to GiG Media
and expenses related to a client were the Company incurs
marketing expenses on a gross basis.
Other operating expenses are mainly related to technology and
general corporate expenses and amounted to EUR 19.0 (22.0)
million in 2023, a 13% decrease from 2022.
Operating expenses in Platform & Sportsbook includes a EUR
10.5 million reversal of the provision for the 2023 earn-out
related to the acquisition of Sportnco.
34
Board of Directors' Report
Annual Report 2023
Depreciation and amortisation
Depreciation and amortisation amounted to EUR 12.5 million in
2023 compared to EUR 7.0 million in 2022, where depreciation
was EUR 1.0 million (1.4). The increase is mainly related to the
acquisition of AskGamblers, which resulted in EUR 4.1 million in
amortisation in 2023.
in 2015-2017 was EUR 4.3 million in 2023, compared to EUR
4.4 million in 2022. Acquired domains/SEO assets have been
conservatively amortised over eight years.
Depreciation expense related to IFRS 16 was EUR 2.1 million in
2023 compared to EUR 2.5 million in 2022.
Depreciation and amortisation
Depreciation and amortisation amounted to EUR 28.7 (20.5)
million in 2023, an increase of 40%. The increase is mainly
related to the acquisition of AskGamblers.
assets acquired in 2015-2017 were amortised with EUR 12.1
(4.4) million in 2023. The balance is mainly related to capitalised
development expenses and other operational items.
Depreciation expense related to IFRS 16 was EUR 3.5 million in
2023 compared to EUR 4.9 million in 2022.
Operating result
30% from EUR 21.1 million in 2022. The improvement results
from increased revenues and overall improved operational
performance.
Operating result
Operating result came in at EUR 29.0 million in 2023, a 170%
increase from EUR 10.79 million 2022, with an operating margin
of 23% (14%).
Other income/(expense)
Net other expense amounted to EUR -9.3 (-2.0) million in 2023,
including an unrealised loss related to the bond due to the
strengthening of the SEK towards the EUR in 2023 of EUR -0.5
compared to a EUR 3.9 million gain in 2022. Interest on the
Company’s bonds was EUR -6.6 (-5.3) million in 2023. Other
fee for the repayment of the 2021-24 bond and interest related
to IFRS16 was EUR -0.6 (-0.8) million in 2023.
Other income/(expense)
2023, including an unrealized loss related to the bond due to
the strengthening of the SEK towards the EUR in 2023 of EUR
-0.5 compared to a EUR 3.9 million gain in 2022. Interest on the
Company’s bonds were EUR -6.6 (-5.3) million in 2023. Other
fee for the repayment of the 2021-24 bond and interest related
to IFRS16 was EUR -1.0 (-1.5) million in 2023.
Results before income taxes
Results before income taxes were EUR 16.1 million in 2023,
compared to EUR 19.0 million in 2022.
Results before income taxes
Results before income taxes were EUR 15.7 million in 2023,
compared to EUR 7.8 million in 2022.
Tax
GiG had a net tax expense of EUR -3.2 million in 2023,
compared to EUR -0.7 million in 2021. Taxes are paid for the
Company’s operations in Spain, Norway, Denmark and France,
where inter-company agreements include transfer pricing
mechanisms.
Tax
Net tax expense was EUR -3.5 (-2.1) million in 2023. Taxes are
paid for the Company’s operations in Spain, Norway, Denmark
and France, where inter-company agreements include transfer-
pricing mechanisms.
35
Board of Directors' Report
Annual Report 2023
Net result
The net income from continuing operations was EUR 12.9 million
in 2023, compared to EUR 18.3 million in 2022.
The loss from assets held for distribution was EUR -0.7 million
in 2023, compared to loss of EUR -12.6 million in 2022. The loss
from discontinuing operations was EUR -0.7 million in 2023,
compared to loss of EUR -2.6 million in 2022.
to EUR 3.1 million in 2022.
Net result
12.2 million in 2023, up from EUR 5.7 million in 2022.
The loss from discontinued operations were EUR -0.7 (-2.6)
million in 2023 (see Note 8 for more information).
2023, up from EUR 3.1 million in 2022.
Earnings per share
The weighted and diluted average number of shares outstanding
was 129.8 million in 2023 and 118.9 million in 2022. Basic and
diluted earnings per share was EUR 0.09 in 2023 compared to
EUR 0.03 in 2022.
Earnings per share
The weighted and diluted average number of shares outstanding
was 129.8 million in 2023 and 118.9 million in 2022. Basic and
diluted earnings per share was EUR 0.09 in 2023 compared to
EUR 0.03 in 2022.
Financial position
Assets
As at 31 December 2023, GiG had total assets of EUR 272.6
million, compared to EUR 185.0 million as at 31 December 2022.
The goodwill generated through business combinations was EUR
40.8 million, including EUR 24.4 million through the acquisitions
of AskGamblers and KaFe Rocks. Other intangible assets were
EUR 63.7 million (EUR 61.0 million in 2022), which comprises
the Company’s technology platforms with EUR 5.6 million, and
Current assets as of year-end 2023 included EUR 18.5 million
in trade and other receivables (EUR 23.2 million in 2022).
Cash and cash equivalents amounted to EUR 15.5 million as
at 31 December 2023, compared to EUR 15.2 million as at 31
December 2022.
131.1 million.
Financial position
Assets
As at 31 December 2023, the gropup had total assets of
EUR 272.6 million, compared to EUR 185.0 million as At 31
December 2022.
The goodwill generated through business combinations was
EUR 99.8 million, an increase from EUR 75.3 million in 2022
due to the acquisition of AskGamblers and KaFe Rocks. Other
intangible assets were EUR 104.6 million (EUR 61.0 million in
2022).
Current assets as of year-end 2023 included EUR 36.1 million in
trade and other receivables, (EUR 23.2 million in 2022).
Cash and cash equivalents amounted to EUR 25.2 million as
at 31 December 2023, compared to EUR 15.1 million as at 31
December 2022.
Equity
Total equity was EUR 92.3 million as at 31 December 2023, with
an equity ratio of 34%, compared to EUR 65.0 million as at 31
December 2022 (35% equity ratio).
Equity
Total equity was EUR 92.3 million as at 31 December 2023, with
an equity ratio of 34%, compared to EUR 65.0 million as at 31
December 2022 (35% equity ratio).
36
Board of Directors' Report
Annual Report 2023
Liabilities
Trade payables and accrued expenses related to ongoing
operations amounted to EUR 17.4 million as at 31 December
2023, compared to EUR 22.5 million as at 31 December 2022.
The Company’s bond is included under long-term liabilities with
EUR 74.6 million (EUR 48.2 million in 2022). Lease liabilities as
per IFRS 16 are included with EUR 1.4 million (EUR 3.2 million
in 2022) under current liabilities and EUR 3.4 million (EUR 6.8
million in 2022) under long-term liabilities.
Deferred payments for the acquisitions of AskGamblers and
KaFe Rocks are included with EUR 16.9 million under current
liabilities and EUR 28.3 million under long-term liabilities.
distribution to owners were EUR 30.7 million.
Total liabilities amounted to EUR 180.3 million as at 31
December 2023, an increase from EUR 120.0 million as at 31
December 2022, the increase being mainly attributable to the
acquisitions of Askgamblers and KaFe Rocks.
Liabilities
Trade payables and accrued expenses for the group including
Platform & Sportsbook amounted to EUR 31.3 million as at 31
December 2023, an increase from EUR 22.5 million as at 31
December 2022.
The Company’s bond is included under long-term liabilities with
EUR 74.6 million (EUR 48.2 million in 2022). Lease liabilities as
per IFRS 16 are included with EUR 7.8 million (EUR 10.0 million
in 2022).
Through the acquisition of Sportnco, GiG assumed a number
of loans with credit institutions with an oustanding amount of
EUR 12.6 million as at 31 December 2023, compared EUR 16.5
million as at 31 December 2022.
Total liabilities amounted to EUR 180.3 million as at 31
December 2023, an increase from EUR 120.0 million as at 31
December 2022.
amounted to EUR 40.6 (12.6) million in 2023.
million. Included are the initial EUR 20 million cash payment
for the acquisition of AskGamblers in January 2023, the initial
EUR 12 million net cash payment for the acquisition of KaFe
Rocks in December 2023. The balance are mainly capitalised
development expenses.
million in 2023 and includes EUR 10.3 million from the share
issue in connection with the acquisition of AskGamblers in
January 2023 and EUR 26.3 million in net proceeds from the
Cash and cash equivalents increased by EUR 7.9 (6.6) million
in 2023.
group including Platform & Sportsbook, amounted to EUR 40.6
(12.6) million in 2023.
million. Included are the initial EUR 20 million cash payment
for the acquisition of AskGamblers in January 2023, the initial
EUR 12 million net cash payment for the acquisition of KaFe
Rocks in December 2023 and the EUR 4.2 million cash part
of the Sportnco earn-out payment in May 2023. The balance
investing activities in 2022 includes the EUR 31.9 million cash
payment related to the Sportnco acquisition.
includes a EUR 9.0 million net cash infusion from the SEK
100 million bond tap in January 2022 and EUR 25.0 million
in net proceeds from the share issue related to the Sportnco
acquisition.
Cash and cash equivalents increased by EUR 7.9 (6.6) million in
2023.
37
Board of Directors' Report
Annual Report 2023
Corporate Governance
The Board of Directors has, to the best of its knowledge, ensured
that the Company has implemented sound corporate governance,
and that the Board of Directors and management comply with
the Norwegian Code of Practice for Corporate Governance and
the Swedish Corporate Governance Code. Adherence to the
Codes is based on the “comply-or-explain” principle; a detailed
description of the Company’s adherence to the Codes is included
on page 50 of this annual report.
Bonds
In December 2023, Gaming Innovation Group Plc. successfully
completed the issuance of new 3-year EUR 75 million equivalent
senior secured bonds, split in a EUR 45 million and a SEK 350
million tranches, and with a combined borrowing limit of EUR 100
STIBOR + 7.25% per annum. The net proceeds were used to call
the 2021-24 SEK 550 million bond in full including call premium,
corporate purposes. The new bond is listed on Frankfurt Stock
Exchange Open Market and an application is in process for
Nasdaq Stockholm. The transaction was well received among
investors across the Nordics, continental Europe and the US,
with participation in the placement from existing as well as new
investors.
As at 31 December 2023, the outstanding bond amount was EUR
74.6 million, split into a EUR 45 million tranche and a SEK 350
million tranche.
Shareholder Matters
Gaming Innovation Group Inc. is dual-listed on the Oslo Stock
Exchange, Norway, with the ticker symbol “GiG”, and on Nasdaq
Stockholm, Sweden, with the ticker symbol “GIGSEK”. The ISIN
code for the share is US36467X2062.
As at 31 December 2023, the total number of shares outstanding
in GiG was 129,003,161 (par value USD 1.00), divided between
approximately 8,500 shareholders registered in the Norwegian
VPS system and with Euroclear Sweden.
In January 2023, 4,267,112 new shares were issued at a share
part of the AskGamblers acquisition. In addition, 78,400 new
shares were issued for exercises of options, whereof 66,400
to employees exercising options in 2022 where GiG borrowed
shares for the transfer of the option shares to the employees.
In May 2023, 1,777,873 new shares were issued at a share price
of NOK 27.60 for the earn-out consideration in connection with
the acquisition of Sportnco Gaming SAS (“Sportnco”). In addition,
39,650 new shares were issued in connection with exercise of
options. Finally, in December 2023, an additionally 53,600 new
shares were issued in connection with exercises of options.
As of the date of this report, the Company has 150,000,000
authorised shares, whereof 129,003,161 are issued and
outstanding. For more details on shares and options, see Note 20
in the Consolidated Financial Statements.
Board of Directors and Management
From 1 January 2023, the Company’s Board of Directors
comprised seven members with Petter Nylander as Chairman and
Nicolas Adlercreutz, Mikael Riese Harstad, Hezam Yazdi, Kathryn
Moore Baker, Kjetil Garstad and Michael Ahearne as Directors.
In January 2023, Michael Ahearne resigned as a Director of the
Company.
The Annual Meeting of Shareholders held in May 2023 resolved
that the Board of Directors should consist of seven members and
resolved to re-elect Petter Nylander as Chairman of the Board,
to re-elect Nicolas Adlercreutz, Mikael Riese Harstad and Hesam
Yazdi as Directors and to elect Karolina Pelc, Tomasz Juroszek
and Steve Salmon as new Directors.
The Company has an audit committee consisting of Nicolas
Adlercreutz (committee chair) and Tomasz Juroszek, and
a remuneration committee consisting of Petter Nylander
(committee chair) and Mikael Riese Harstad.
Mr. Salmon is a representative for SkyCity Entertainment
Group, that held 10.5% of shares in GiG as of 31 December
2023. Mr. Juroszek is a representative for the Juroszek family,
that indirectly held 14.8% of shares in GiG as of 31 December
the Company’s large shareholders and all board members are
independent of senior management. In the opinion of the Board,
the composition of the Board of Directors responds to the
Company’s needs for varied competency, continuity and changes
in ownership structure.
None of the directors hold any options or are entitled to any
severance payment upon termination or expiration of their
service on the Board. For details about compensation to
board members and senior management, see Note 26 in the
Consolidated Financial Statements.
Board of Directors’ and Management’s shareholdings
The following table shows the number of shares, options and
warrants held by the members of the Board of Directors and top
management of GiG including close associates, or companies
controlled by the Board of Directors or the management, as at 31
38
Board of Directors' Report
Annual Report 2023
Name Position Shares Options
Petter Nylander Chairman 119 800 -
Nicolas Adlercreutz Director 33 500 -
Hesam Yazdi Director 946 500 -
Mikael Riese Harstad Director 1 342 136 -
Karolina Pelc Director - -
Tomasz Juroszek Director 9 068 008 -
Steve Salmon Director - -
-
Jonas Warrer Group CEO 670 886 60 000
Richard Carter CEO Platform & Sportsbook - -
Tore Formo Group CFO 458 167 60 000
Claudio Caruana General Counsel 100 60 000
710
employees
450
Platform &
Sportsbook
260
Media
People and Environments
At the end of 2023, 710 (577) employees were spread throughout Malta, Spain, France,
Denmark and Serbia. Approximately 450 people contributed towards Platform &
Sportsbook, 260 were focusing into GiG Media with the balance in corporate functions.
The above numbers include approximately 90 full time consultants and remote workers
with which at present GiG collaborates across Europe, Asia and USA. Additionally, GiG is
contracting approximately 100 outsourced tech resources to be dedicated to the delivery
of key projects.
GiG initiated the strategic transformation towards two separate listed entities, Media and
Platform & Sportsbook. The carve out and assignment of personnel to the appropriate
unit took place in November 2023, and the soon to be independent companies are now
operationally autonomous in the respective locations. The current set up in both units
allows revenue growth and cost synergies to be realised, whilst offering key talents within
both organisations progression and bright career paths.
importance. Whilst always monitoring local and world-wide health issues, GiG aims to
breaking down social and geographical barriers experienced by GiG employees - bringing
people together at every opportunity. For more information, see the sustainability section
on page 22.
Media
The Media business counts 225 employees and 35 full time consultants. The Headquarter
is in Malta with 41% of the workforce, 28% of personnel is based in Serbia (following the
AskGamblers acquisition), 25% is based in Denmark with the remaining 6% belonging to
satellite sites such as Spain and Norway. The acquisition of KaFe Rocks in December
2023, adds 124 persons (33 direct employees and the rest being consultants) of which a
minority are Malta based and the rest working remotely across Europe.
The main initiatives accomplished in 2023 include, but are not limited to, a majorly
improved performance and talent review process linked to a revised compensation and
reward strategy that supported the Company in reaching the lowest turnover of the last
years with an average of 0.4% monthly. To note also that 2023 marked the year of the
achieved gender balance in Media that is incredibly impressive for the industry at 51%
males to 49% women.
39
Board of Directors' Report
Annual Report 2023
Platform & Sportsbook
The Platform & Sportsbook business counts 395 employees and
55 full time consultants. The majority of personnel, equal to 44%
in Madrid, Barcelona and Marbella), 10% is based in France with
the remaining 11% being based either in Denmark, UK or remote
locations. With the Company’s heavy reliance on tech skills, the
gender balance for 2023 is set for 70% males to 30% women. The
age range from 26 to 35 is the most represented.
The Board of Directors is responsible for the internal control,
and has established policies, procedures and instructions related
to risk management and internal control. These documents are
distributed to the relevant employees and other stakeholders,
and it is mandatory for all employees to read, understand and
sign off on Company policies and to comply with the code
of conduct. The internal control framework is a direct result
of continuous risk management processes, which take into
consideration the Company’s business operations, as well as the
external environment in which GiG operates.
The Group CEO and Group CFO are responsibility for managing
issues concerning insider information and monitoring the
Company’s IR function.
GiG’s customers are operating in the online gambling industry,
which is affected by general economic and consumer trends
outside GiG’s and its customers’ control. The occurrence of
extraordinary events, such as COVID-19 and the war in Ukraine
and unrest in the Middle East, have an adverse impact on the
global economy, and may lead to a global recession. GiG does
consuming spending, no material impact is experienced so far
in GiG’s operations. Historically, the online gambling industry
has proved robust and normally not been materially affected by
uncertain periods for the global economy.
For further description on different risk factors that may impact
the Company, see details on pages 42-44 and in Notes 2.1, 4.1
and 31 in the Consolidated Financial Statements.
Media
51% Males
49% Females
Platform & Sportsbook
70% Males
30% Females
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Board of Directors' Report
Annual Report 2023
Directors’ Responsibility Statement
whole for the group and parent company.
provides a true and fair review of the development and performance of the business and
the position of the Company, together with a description of the most relevant risks and
uncertainties the Company is exposed to, and that any description of transactions with
related parties are correct.
The Board of Directors of Gaming Innovation Group Inc.
Petter Nylander
Chairman
Mikael Riese Harstad
Director
Steve Salmon
Director
Tomasz Juroszek
Director
Nicolas Adlercreutz
Director
Karolina Pelc
Director
Hesam Yazdi
Director
Jonas Warrer
Group CEO
41
Board of Directors' Report
Annual Report 2023
Risk Factors
Financial
The continuation of the Company as a going concern is
short-term or long-term needs. There is no assurance that the
raising of new capital, if necessary. In addition to the above, the
Group faces the risk that customers are not able to pay for the
services rendered when these falls due.
Competition
The Company faces competition from current competitors, as
well as potential new competitors, which could result in loss
Company’s main markets are characterised by technological
advances, changes in customer requirements and frequent new
product introductions and improvements. As well as a positive
to enhance its current products, maintain relations with existing
and new providers, and develop and introduce new products,
services and solutions. In addition, there is risk associated with
the marketing and sale of new products.
Customer development
performance of the customers and market-related dynamics have
an impact on the Company’s performance. GiG seeks long-term
partnerships with its customers and is reliant on the strength of
the relationship and service to its customers as an asset.
The Company believes that the acquisition of AskGamblers will
and client base as well as certain cost synergies and operational
businesses of GiG and that of AskGamblers must be successfully
integrated. The success of the acquisition will depend on
combining the businesses of the Group and AskGamblers. The
from the economies of scale anticipated.
Regulation
Gaming Innovation Group Inc. is a holding company and does
not conduct any operations itself. Through its subsidiaries, GiG
is active in a highly regulated online gaming market as well as
several markets which are not yet regulated. Depending on the
regulatory structure of a given jurisdiction, GiG may require
licences to offer its various services, may become subject to
pay licence or regulatory fees or become subject to additional
importance to GiG and which is presently unregulated becomes
subject to commercially unfeasible or unfavourable regulation
changes in regulations, laws, or other political decisions in the
jurisdictions where the Company operates, may have a positive
or negative effect on its operations.
Where GiG acts as a B2B supplier, regulatory risks as described
above are still indirectly applicable to GiG as GiG’s main source
of income is generated through revenue sharing arrangements
with operators.
The Company’s continuing international expansion brings further
complexity to its multijurisdictional regulatory position and its
B2B
GiG conducts B2B (Business-to-Business) activities through the
offer of its in-house-developed online gaming platform software
as compliant or passed regulatory audits in accordance with
the technical standards of Malta, Spain, City of Beunos Aires,
Province of Buenos Aires, Colombia, New Jersey, Greece, France,
Sweden, Latvia, Romania, Croatia, Serbia and Portugal.
One of the B2B activities carried out by GiG involves the
provision of white-label services to a certain client, whereby
gaming activities are carried out in reliance of licences held by
GiG, placing GiG accountable for regulatory compliance affairs of
the relevant brand. Following the divestment of its B2C segment,
together with the de-risking strategy to discontinue the white-
label model carried out during 2020 and 2021, GIG is less directly
exposed to legal and compliance risks associated with gaming
operations.
GiG’s B2B services described above are carried out in a highly
regulated and supervised environment, where the pace of
change is fast, and regulatory demands on aspects such as social
responsibility are ever evolving and becoming more stringent.
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Board of Directors' Report
Annual Report 2023
Even where GiG does not operate on the strength of its own
licences or may not be directly subject to regulation, GiG may be
contractually responsible to satisfy the compliance requirements
applicable in the markets in which its gaming platform is in use or
where its operations managed services are used. The failure to
meet the requirements whether through technical incident, fault
for GiG.
Additionally, GiG’s platform services are mainly compensated on
a revenue sharing basis (subject to monthly minimums to cover a
portion of GiG’s costs). The introduction of regulation restricting
advertising, imposing affordability checks and the tightening of
regulations in the prevention of money laundering and social
responsibility generally can have a negative impact on GiG’s
revenue sharing arrangements.
Claims for Restitution of Player Losses
There are currently numerous proceedings pending against
online operators in various countries relating to claims for
the repayment of gaming losses which are being pursued by
of lower court, higher court, but also Supreme Court decisions
upholding these claims for repayment already exist in various
countries where the courts have found that since the activity of
the operators is unlawful, then the contract between the operator
and the player is null and void and the player needs to be
gaming losses being incurred.
As a former operator of a number of proprietary business to
consumer brands and white labels, GiG is exposed to a number of
such claims. Many such proceedings have ended in a settlement.
users to online gaming websites through various group-owned
markets in which GiG carries out the majority of its business,
however such are applicable by extension and through laws and
regulations which are applicable to operators who are clients of
GiG. Certain markets may enact legislation which may restrict
adopted to prohibit commercial model generally adopted to
marketing activities in 13 US states, holds a Class II licence
from ONJN of Romania and a licence from the Hellenic Gaming
Commission.
received from internet searches and any changes in the way
internet searches are regulated, the algorithms used to rank
websites or any change in user habits in their way they seek
information (such as the use of AI Searches to present singular
results) may impact this activity.
Furthermore, various governments have passed or are mulling
the idea of passing laws or regulations intended to put limits
on gambling advertising. Whereas in some markets such laws
and regulations are nuanced and directly aimed at protecting
the young and vulnerable (such as the regulations in force in
Sweden and Great Britain) some countries (such as Belgium) are
introducing blanket advertising bans severely restricting GiG’s
ability to carry out its business.
Increase in Cost of Living
The increase in cost of living poses a risk that players will
have less discretionary income available for entertainment
purposes. Moreover, a cost of living crisis could lead to various
governments introducing protective measures limit or reduce the
amount of spend by customers on gambling.
IT systems
GiG is dependent on the stability and the correct performance
of its systems. Failure can result from bugs, errors (including
fault and negligence-based errors), capacity amongst others.
Failure could have an adverse effect on the business and
direct loss of revenue, penalties or sanctions, compensation
by way of service credits, compensation by way of damages or
are systems put in place to detect and prevent adverse effects
should they occur.
The Group processes large volumes of personal data related
to players, employees, customers or suppliers. It is of material
importance that the Group adheres to the requirements of the
General Data Protection Regulation (EU2016/679) (“GDPR”), to
safeguard personal data, to respect the privacy and the rights
of data subjects, and to adopt technical and organisational
measures to protect personal data. Any default under GDPR
indirectly through contractual defaults with customers of the
Group.
Cybersecurity
and employee information is of the utmost importance. The
Company maintain a rigorous, risk-based information security
programme aligned with the business strategy and objectives.
GiG’s information security processes are regularly tested by
are, however, no certainty of avoiding attacks or other hostile
attempts to systems and servers, which could lead to downtime
Cybersecurity risks have increase after the Covid-19 pandemic
broke out and have further increased after geo-political tensions
in the Eastern European region.
43
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Annual Report 2023
Currency
revenues and operating expenses divided primarily between
EUR, DKK, NOK, SEK, GBP, NZD, AUD and USD. In addition, the
Company is exposed to the SEK/EUR rate on its bond that is
denominated in SEK.
Key personnel and the recruitment of talent
The Company’s largest asset, other than its customers, is its
employees. It is dependent on the ability of attracting and
retaining talent and key personnel such as the Board of Directors,
the CEO, the rest of the management team and other key
individuals to perform relevant duties. If they are
might have an adverse effect on the Company’s reputation and
The COVID-19 virus spread across the world in 2020 and caused
disruption to businesses and economic activity. GiG’s customers
are operating in the online gambling industry, which is affected
by general economic and consumer trends outside GiG’s
and its customers’ control. The occurrence of extraordinary
events, such as COVID-19, has an adverse impact on the global
economy. The Company’s operations has not been negatively
affected by COVID-19 and GiG has applied a work from home
allowing, when possible and safe, to employees to work from
the Company’s facilities which are constantly sanitised and
respectful of all local and WHO’s protocols and regulations. It is
Company’s operations.
Against the backdrop of rising tensions between the West and
Russia, particularly as it relates to Russia’s actions in Ukraine,
and the sanctions imposed against Russia and Belarus, Russian
costs, loss of supply chains, loss of potential future business and
and global economies.
For further description on risk factors, see Note 2.1, Note 4.1 and
Note 29 to the Consolidated Financial Statements.
44
Board of Directors' Report
Annual Report 2023
The
Share
Gaming Innovation Group has been listed on the Oslo Stock Exchange (Norway) main
market since 2015, with the ticker symbol “GIG”. From March 2019, it has been dual-
listed on the Nasdaq Stockholm (Sweden) main list, with the ticker symbol “GIGSEK”.
GiG has Norway as its home member state.
Industry Oslo Børs Electronic Equipment Manufacturers
Industry Nasdaq Stockholm Technology
ISIN code US36467X2062
As at 31 December 2023, GiG had a total number of issued shares of 129,003,161 (par
value USD 1.00), divided between approximately 8,500 shareholders registered in the
Norwegian VPS system and with Euroclear Sweden. All shares carry one vote. The
number of authorised shares is 150,000,000 as at 31 December 2023.
Opening share price on 3 January 2023 was NOK 26.00. Closing price on 30 December
2023 was NOK 29.85, corresponding to a market cap of NOK 3,851 million (EUR 343m).
Highest closing price was NOK 30.70 on 13 November 2023 and lowest closing price was
NOK 23.32 on 24 March 2023.
Bond Program
In December 2023, Gaming Innovation Group Plc. issued a new 3-year dual tranche senior
previous 2021-24 SEK 450 million bond. The new bond has a EUR 100 million borrowing
maturity on 18 December 2026. The bond is guaranteed by GiG and certain subsidiaries.
The 2023-26 bonds have ISIN codes NO0013024018 (EUR) and NO0013095687 (SEK).
Highest
NOK 30.7
13 November 2023
Lowest
NOK 23.32
24 March 2023
45
Board of Directors' Report
Annual Report 2023
Board of directors
Petter Nylander
Chairman of the Board and
Chairman of the Remuneration Committee
Petter Nylander has a long and successful career within iGaming and media enterprises.
Starting his career in MTG, he held various management positions such as CEO of Unibet
(now separately listed as Kindred Group & Kambi at Nasdaq OMX), CEO of TV3 Scandinavia
and CEO of OMD Sweden (part of Omnicom Group). Petter Nylander has also held positions
of trust such as Chairman of the Board of G5 Entertainment AB since 2013- (Nasdaq OMX),
Cherry AB and Cint AB. He is currently serving as Global CEO for Besedo AB. He brings
unparalleled industry knowledge as well as great experience within corporate governance
and Swedish Code of Conduct. Petter Nylander has a Bachelors Degree in Business and
Economics from the University of Stockholm, Sweden.
Nicolas Adlercreutz
Director and chairman of the Audit Committee
CFO of Bluestep Bank, CFO of Qliro Group AB (Nasdaq OMX) and CFO at PA Resources
(Nasdaq OMX), he is currently CFO of NOD Group AB. Nicolas is expected to bring and
Board of Directors of the Company. Nicolas has a Bachelor’s Degree in Business and
Economics from the Mid Sweden University.
Director and Member of the Audit Committee
Tomasz is CIO of Betplay Capital, a family-owned investment company focused on investing
in gambling and closely-related industries with over 120 million dollars assets under
management. Tomasz has over 5 years of experience in the industry, including roles in STS
and Betplay Capital. Tomasz is an investment expert with experience gained in Firstminute
Capital – seed level venture capital based in London, as well as in Juroszek Holding –
managing portfolio of polish equities. Tomasz has a Masters of International Business
degree from Base Business School (formerly Cass).
*Shareholding as of 30 April 2024
46
Board of Directors' Report
Annual Report 2023
Director
Mikael Riese Harstad is a partner of Optimizer Invest Ltd and has been a major shareholder
in the Company, both through Optimizer Invest and personally, since 2016. Mikael has a
long experience in both online gambling and mergers and acquisitions and has been acting
as board member and senior advisor for companies like Catena Media, The Game Day, the
Betit Group, Skilling and Speqta. Mikael has a Masters of Laws degree from the University
of Lund.
Hesam Yazdi
Director
Hesam Yazdi has been a very active shareholder in the Company for many years and for
the last 12 months, he has actively been responsible for the Company’s investor relations
and also been providing investor relations advice to the Board of Directors. Hesam is also
running his own investment company, Mocca Investment Group, which invest in both listed
and unlisted companies.
shares in GiG
Karolina Pelc
Director
Karolina is the Founder and CEO of BeyondPlay, a B2B technology venture offering
innovative engagement solutions to the online gambling industry. With over 17 years of
experience in the industry, including leadership roles for LeoVegas Group, Betsson Group
and SG Digital, Karolina is a seasoned online casino and product expert. Leveraging a
clients, including William Hill Group, Gamesys and Hard Rock Digital, is a podcast host
and Advisory Board Member for Igaming Next and an author published in EGR and
#shetalksgames campaign by Facebook.
Steve Salmon
Director
Steve is on the Senior Leadership Team of SkyCity Entertainment Group Limited, a leading
gaming, entertainment, and hospitality group and one of New Zealand’s largest listed
companies. He was responsible for the setting up and running of the Groups online gaming
gaming space having held strategic, operational, and commercial roles across B2B and
B2C, covering all B2C product verticals including social, B2B platform, content creation and
supplier services. Steve has led many of the pioneering changes in the gaming sector with
a more recent focus on establishing and executing the digital growth and business change
strategies to transition organisations into omni channel brand led operations.
*Shareholding as of 30 April 2024
47
Board of Directors' Report
Annual Report 2023
Richard Carter
CEO Platform & Sportsbook
Richard joined GiG as CEO for Platform & Sportsbook in September, 2023 bringing
extensive experience at executive level from within the iGaming industry. As CEO of
entertainment and gaming company DraftKings through a three-way deal with Diamond
Eagle Acquisition Corp in April 2020. Most recently Richard was CEO of Bragg; a Nasdaq
and TSX listed online casino and gaming platform provider. These positions have given
Richard a strong knowledge of GiG’s core markets and industry needs. Prior to SBTech,
he was a Director of Research at Deutsche Bank, responsible for leading their highly rated
Pan-European Gaming Equity Research franchise.
Group management
Tore Formo
Group CFO
and joined GiG through the reversed merger with Nio Inc. in 2015. Tore is in charge of
Investor Relations and corporate functions related to shareholders, stock listings, bonds
market as an analyst and start-ups.
Jonas Warrer
Group CEO and Managing Director of Media
With more than 16 years of experience in the iGaming industry, Jonas Warrer established
and later served as the Interim Director of Marketing for GiG Gaming. In 2019, he was
promoted to the role of Managing Director of GiG Media, where he has been driving the
business to greater success in the years since. Since September 2023, he has been Group
CEO in GiG.
Claudio Caruana
General Counsel
Claudio Caruana has been active in the gaming industry for over ten years, starting his
law. Throughout his career, he has been involved in and led the legal process of several
M&A transactions spanning various industries. Claudio has been representing GiG
since 2013, and in 2017 joined the company to lead and expand the legal, compliance
and regulatory affairs department in the face of an ever-evolving risk environment. He
holds a doctorate in law from the University of Malta and a masters’ degree in Internet,
Telecommunications Law and Policy from the University of Strathclyde.
*Shares and options as of 30 April 2024
48
Board of Directors' Report
Annual Report 2023
04
Corporate
Governance
49
Annual Report 2023
Corporate Governance
Corporate governance
Gaming Innovation Group is committed to good corporate
governance to ensure trust in the Company and to maximise
shareholder value over time. The objective of the Company’s
corporate governance framework is to regulate the interaction
between the Company’s shareholders, the Board of Directors and
the executive management.
corporate governance
Gaming Innovation Group Inc. (“GiG” or the “Company”) is a US
corporation incorporated in the state of Delaware with corporate
number 2309086. The headquarters is in Malta with operations in
Denmark, Spain, France and Serbia.
Being a Delaware company, GiG is subject to Delaware company
legislation and regulation. In addition, certain aspects of the
Norwegian Securities law, the Swedish Financial Instruments
Regulation (EU) No 596/2014 of the European Parliament and
of the Council of 16 April 2014 on market abuse (the “MAR”)
and related legislations apply to the Company due to its listing
on both the Oslo Stock Exchange and on NASDAQ Stockholm,
including the requirement to publish an annual statement of the
Company’s policy of corporate governance.
The Company’s Board of Directors and management adheres
to the Norwegian Code of Practice for Corporate Governance,
last revised 14 October 2021 (the “Norwegian Code”) and the
Swedish Corporate Governance Code, last revised 1 January
2024 (the “Swedish Code”), both referred to as “the Codes” in this
document. The Company has Norway as its home member state,
and thus Norwegian regulations and the Norwegian Code will
The Company aims for compliance in all essential areas
of the Codes; however, as a Delaware company, there will
be topics where the Codes are not fully complied with.
The Codes are available at www.nues.no/eng and www.
corporategovernanceboard.se.
The application of the Codes is based on a “comply or explain”
principle and any deviation from the Codes is explained
under each item. The corporate governance framework of the
Company is subject to annual review by the Board of Directors
and the annual corporate governance report is presented in the
Company’s annual report and on the Company’s website.
This corporate governance report is currently structured to
cover all sections of the Norwegian Code of Practice as a
base, with extended sections to cover the Swedish Corporate
Governance Code. Further explanation describes the Company’s
corporate governance in relation to each section of the
respective Codes.
The Company complies with the Codes in all material respects;
to issue new shares (section 3) and formulation of guidelines for
use of the auditor for services other than auditing (section 15).
2. Business
The Codes are in material respects complied with through the
Articles of Association) and the annual report.
As a Delaware corporation, the Company’s business is not
business is available on the Company’s website and in the annual
are described in more detail in the annual report and on the
Company’s website.
Given the nature of GiG’s business, the Company is constantly
working to improve its ethical and fair business practice. The
Company is committed to being compliant with all the laws and
ethical and sustainability guidelines in accordance with the
Company’s corporate values and as recommended by the Codes.
3. Equity and dividends
The Codes are in material respects complied with. GiG’s equity as
of normal operating expenses, GiG’s business model requires
50
Corporate Governance
Annual Report 2023
The Company has adopted a dividend policy under which, all else
being equal, the Company will aim to pay a dividend according to
and liquidity, all of which should be complied with. To date, the
Company has not paid any dividends to shareholders and no
dividends are proposed by the Board of Directors for the
year 2023.
According to common practice for Delaware companies, the
Company has an authorised number of shares available which is
higher than the current number of issued shares. The authorised
number of shares has been approved by the shareholders
in a shareholder meeting. In compliance with the Company’s
Articles of Association and Delaware corporate law, the Board
of Directors may issue shares up to this limit without any further
shareholder approval. As at 31 December 2023, the number of
authorised shares was 150,000,000 (par value USD 1.00) whereof
129,003,161 were issued and outstanding (see also Note 20). The
ISIN code is US36467X2062.
4. Equal treatment of shareholders
The Codes are in material respects complied with. The Company
has only one class of shares, which is listed on both the Oslo
Stock Exchange and NASDAQ Stockholm.
Under Delaware law, no pre-emption rights of existing
shareholders exist, however the Company aims to offer pre-
emption rights to existing shareholders in the event of increases
in the Company’s share capital through private share issues for
cash. If the Board of Directors carries out an increase in share
capital by cash and waives to offer a pre-emption right to existing
will be publicly disclosed in connection with such increase in the
share capital.
5. Shares and negotiability
The Company is compliant with the Codes. The Company has no
limitations on the ownership or sale of the Company’s shares. All
GiG shares are freely negotiable and no form of restriction on
negotiability is included in the Company’s Articles of Association.
6. General meetings
The Codes are, in material respects, complied with as stated
below. A shareholder meeting ensures the shareholders’
participation in the body that exercises the highest authority in
the Company and in which the Company’s Articles of Association
are adopted.
Notices for shareholder meetings with proposed resolutions and
any supporting documents are announced on the Oslo Stock
Exchange, on Nasdaq Stockholm and on the Company’s website
and sent by mail to all shareholders registered in the Norwegian
central share registry, VPS (Verdipapirsentralen ASA) according
to the Company’s Articles of Association. The Company’s by-
laws require a minimum of 10 days’ notice to the shareholders;
however, the Company has given the shareholders longer notice
when calling for shareholder meetings, and the Company aim
to apply the Swedish Code for notice and other procedures
regarding shareholder meetings.
The Company allows shareholders to vote by proxy and prepares
a form of proxy that is sent to shareholders and nominates a
person who will be available to vote on behalf of shareholders as
their proxy. Shareholders are allowed to vote separately on each
candidate nominated for election to the Company’s corporate
bodies.
The Company has decided to apply the Swedish Code by using
English only for all communication, including the notice, as the
ownership structure warrants it. The same applies to the minutes
of the meeting. The Swedish Code will be applied when verifying
and signing the minutes of shareholder meetings. A shareholder,
or a proxy representative of a shareholder, who is neither a
member of the Board nor an employee of the Company is to be
appointed to verify and sign the minutes of shareholder meetings.
The Company’s chairman attends shareholder meetings, and the
Company further aims that the requirements in the Swedish Code
regarding other members of the board, the CEO, the nomination
committee and the Company’s auditors to attend the annual
general meeting.
7. Nomination committee
The Codes are complied with. As a Delaware corporation,
the governing law does not require a nomination committee;
however, the Company has a nomination committee.
The nomination committee is responsible for reviewing the size,
structure and composition of the Board, succession planning, the
appointment of replacement and/or additional directors and for
making the appropriate recommendations to the Board. In 2023,
the nomination committee held individual one-to-one interviews
with each member of the Board and the CEO.
The annual shareholder meeting on 23 May 2023, decided that
the nomination committee of Gaming Innovation Group shall
consist of not less than three and not more than four members,
to represent all shareholders and be appointed by the three
largest shareholders at 31 August 2023. The members of the
Group Ltd.), Helge Nielsen (nominated by Myrlid AS) and Dan
Castillo (committee chair, nominated by Optimus Invest Ltd.).
8. Board of Directors: composition and
independence
For the Board of Directors, the Codes are in material respects
complied with. The shareholder meeting elects representatives
to the Board. The resolution on the composition of the Board
takes place with a simple majority. The Company seeks to
nominate members of the Board representing all shareholders
and independent from management. All board members are, on a
yearly basis, up for re-election.
51
Annual Report 2023
Corporate Governance
The current Board of Directors consists of seven members, where
the board members own shares in the Company, either directly
or indirectly. Information about the current board members, their
expertise, independency and shareholdings can be found on
pages 46-47 and on the Company’s website.
As a Delaware company, the board members have unlimited
periods, however the board members must be proposed, elected
and re-elected at the annual shareholder meeting. The Chairman
of the Board is formally elected by the Board of Directors
according to the Company’s by-laws.
The Codes are in material respects complied with. The Board of
Directors has the prime responsibility for the management of the
Company and holds a supervisory position towards the executive
management and the Company’s activities. The Company has
established rules of procedures for the Board of Directors and
executive management.
In addition to monitoring and advisory duties, the Board of
Directors’ main tasks consist of participating in compiling the
Company’s strategy and establishing the overall goals.
The Board of Directors appoints the CEO; the Swedish Code
will be applied when it comes to appointing, evaluating and, if
necessary, dismissing the CEO. The Board has to approve any
The Board of Directors will ensure that the Company’s six-
or nine-month report is reviewed by the Company’s auditor
according to the Swedish Code. There is no such equivalent rule
in the Norwegian Code.
The Board of Directors appoints a remuneration committee and
an audit committee and establishes an annual plan for its work,
with internal allocation of responsibilities and duties.The Board
of Directors has evaluated its work through individual interviews
with the nomination committee.
Members of the Board of Directors and senior management shall
notify the Board of Directors in case of material direct or indirect
interests in transactions entered into by the Company.
The Chairman of the Board is responsible for leading the work of
the Board and to lead the board meetings. Continual contact with
the CEO shall ensure that the Chairman of the Board monitors
the Company’s development and that the Board receives the
information required to be able to meet its commitments. The
Chairman of the Board shall also represent the Company in
matters concerned with ownership.
The Board held 10 minuted meetings in 2023, where 9 meetings
had all members present. The minutes were taken by the Group
CFO, as secretary to the Board. At every board meeting a
The Codes are complied with. The Board of Directors constantly
assesses the Company’s need for necessary internal control
systems for risk management covering the size and complexity
of the Company’s business. The Company employs various
The Board of Directors has also established an independent audit
committee which oversees the Company’s implementation of
policies and procedures. The committee receives regular reports
from the internal auditor on key risk areas which would have
been subject to a detailed evaluation by the internal auditor.
The internal auditor is independent and freely chooses areas
to assess at his own discretion, generally focusing on business
operational risks.
In connection with the annual report, the most important areas of
risk exposure and internal controls are reviewed.
The Codes are complied with and variable remuneration for
the Board is not allowed in the Norwegian Code, which the
Company follows. The remuneration to board members is at
composition of the Board. The remuneration is resolved by the
performance-related elements.
The annual shareholder meeting in May 2023 resolved the
remuneration of the Board of Directors, including remuneration
for the remuneration committee and the audit committee.
Remuneration to the Board is listed in Note 26 in the 2023
Consolidated Financial Statements.
No board members have share options and no board members
take part in incentive programs available for management and/or
other employees.
A general rule is that no members of the Board of Directors (or
Name Period Attendance
Petter Nylander Chairman 10 out of 10
Nicolas Adlercreutz Director 10 out of 10
Hesam Yazdi Director 10 out of 10
Mikael Riese Harstad Director 10 out of 10
Karolina Pelc Director from May 6 out of 6
Tomasz Juroszek Director from May 6 out of 6
Steve Salmon Director from May 5 out of 6
Kathryn Moore Baker Director until May 4 out of 4
Kjetil Garstad Director until May 4 out of 4
52
Corporate Governance
Annual Report 2023
assignments for the Company in addition to their appointment as
Director. If such assignments are made, it shall be disclosed to
the Board of Directors and the remuneration shall be approved
by the Board of Directors.
The Codes are complied with. The remuneration for the CEO is
set by the Board. The Board also establishes guidelines for the
remuneration of other members of senior management, including
bonus schemes and any option grants. Performance-related
remuneration are subject to an absolute limit. The Company
have so far not issued a remuneration report, however the policy
for remuneration to senior management and the amounts paid
in 2023 are described in Note 28 and the Company’s incentive
stock option programs are described in Note 20 in the 2023
Consolidated Financial Statements.
The Company has a remuneration committee, consisting of two
directors, Petter Nylander (committee chair) and Mikael Riese
had 4 committee meetings with both members present in all
meetings, together with the Company’s CEO and CPO.
The Code of Practice is complied with. The Company assigns
importance to informing its owners and investors about the
contributes to the equal treatment of shareholders.
Responsibility for investor relations (IR) and price sensitive
information rests with the Company’s CEO and Group CFO,
including guidelines for the Company’s contact with shareholders
other than through general meetings.
All information distributed to the Company’s shareholders
is available through the Company’s website. Each year the
Company publishes to the market the dates of reporting for
planned major events.
The Company provides annually a sustainability report that are
made available on the Company’s website. The Company has
not presented a separate remuneration report, but information
on remuneration to the Board of Directors and management, and
share option plans, are available in the annual report.
The Code of Practice is complied with. The Company has no
restrictions in its Articles of Association regarding company take-
overs, and the Board of Directors is pragmatic with respect to a
possible takeover of the Company.
If a takeover bid is made for the Company, the Board of Directors
information and make a statement prior to expiry of the bid,
including a recommendation as to whether the shareholders
should accept the bid or not. The main responsibility of the Board
of Directors under such circumstances is to maximise value for
the shareholders, while simultaneously looking after the interest
of the Company’s employees and customers.
The Company has an audit committee consisting of two directors,
Nicolas Adlercreutz (committee chair) and Tomasz Juroszek.
committee meetings with both members present in four meetings
and had meetings with the external auditors regarding the third
have presented to the audit committee a review of their work and
the Company’s internal procedures, including explanation of the
results and information about the statutory audit.
management’s opportunity to use the auditor for other services
purposes and in connection with the preparation of tax returns
and general tax advice.
The auditors did not participate in the board meeting which
participated in previous board meeting and audit committee
meetings discussing the annual report. The auditors’ comments
were presented to the Board of Directors by management and the
audit committee. The auditors have been available for questions
and comments at the Board of Directors’ discretion.
53
Annual Report 2023
Corporate Governance
Shareholder Meetings
Annual Meeting of Shareholders May 2023
The Annual Meeting of Shareholders was held on 23 May 2023 in
Stockholm, Sweden. 47.49% of the shareholders were represented at
the meeting in person or by proxy.
The Annual Meeting of Shareholders resolved that the Board of
Directors should consist of seven members and resolved to re-elect
Petter Nylander as Chairman of the Board and to re-elect Nicolas
Adlercreutz, Hesam Yazdi and Mikael Riese Harstad as Directors, and
to elect Karolina Pelc, Tomasz Juroszek and Steve Salmon as new
Directors. The meeting furthermore resolved that the nomination
committee shall consist of not less than three, and not more than four,
members, to represent all shareholders and be appointed by the three
largest shareholders as at 31 August 2023. The meeting reappointed
REID CPAs LLP as auditors of the Company. All other proposals were
resolved by the Annual Meeting of Shareholders.
Annual Meeting of Shareholders May 2024
The Annual Meeting of Shareholders will be held on 22 May 2024 in
Stockholm, Sweden.
Minutes from the shareholder meetings and Notice for the upcoming
annual shareholder meeting can be found on the Company's website:
www.gig.com
Legal disclaimer
Gaming Innovation Group Inc. gives
forecasts. Certain statements in this report
are forward-looking and the actual outcomes
may be materially different. In addition to
the factors discussed, other factors could
have an impact on actual outcomes. Such
factors include developments for customers,
competitors, the impact of economic and
market conditions, national and international
the effectiveness of copyright for computer
systems, technological developments,
and political risks.
Contacts
Group CEO
Jonas Warrer
jonas.warrer@gig.com
CEO Platform & Sportsbook
Richard Carter
richard.carter@gig.com
Group CFO
Tore Formo
tore@gig.com
Gaming Innovation Group,
Triq id-Dragunara c/w Triq San Gorg,
St. Julians, STJ 3148
Malta
This information is information that Gaming Innovation
Group Inc. (GiG) is obliged to make public pursuant to the EU
Market Abuse Regulation. The information was submitted for
54
Corporate Governance
Annual Report 2023
05
Consolidated
Financial
Statements
55
Consolidated Financial Statements
Annual Report 2023
EUR 1000 | Company Parent | ||
Notes | 2023 | 2022 2023 2022 | |
Revenues | 2,4 | ||
| Operating expenses | |||
Personnel expenses | 23 | ||
Depreciation & amortization | 2,10,11 | ||
Impairment of intangible assets | 2,10 | ||
Marketing expenses | |||
Other operating expenses | 21 | ||
Total operating expenses | |||
Operating income (loss) | |||
Other Income (expense) | 24 | - | - |
Results before income taxes | |||
Income tax (expense) credit | 22 | - | - |
Income (loss) from continuing operations | |||
| | 2,8 | - | - |
| owners | |||
Loss from discontinued operations | 8 | - | - |
Income (loss) for the year | |||
| | |||
Exchange differences on translation of foreign operation | - | - | |
Total other comprehensive income (loss) | - | - | |
Total comprehensive income (loss) | |||
| | |||
Owners of the parent | 2,12 | ||
Non-controlling interests | 2,12 | ||
Total comprehensive income | |||
| Earnings per share attributable to Gaming Innovation Group Inc. | |||
Basic and diluted income per share from continuing operations | |||
Basic and diluted loss per share from discontinuing operations | - | - | |
Basic and diluted income per share attributable to GiG Inc. | |||
Weighted average shares outstanding (1000) | |||
Diluted weighted average shares outstanding (1000) |
Statements of Comprehensive Income (Loss)
56
Consolidated Financial Statements
Annual Report 2023
Statements of Comprehensive Income (Loss) Statements of Financial Position
EUR 1000 | Company Parent | ||
Notes | 31.12.2023 | 31.12.2022 31.12.2023 31.12.2022 | |
| ASSETS | |||
| Non-current assets | |||
Goodwill | 2,10 | ||
Intangible assets | 2,10 | ||
Property, plant and equipment | 2,11 | ||
Right-of-use assets | 6 | ||
Investment in subsidiaries | 12 | ||
Deferred income tax assets | 19 | ||
Other non-current assets | 16 | ||
Total non-current assets | |||
| Current assets: | |||
Trade and other receivables | 13 | ||
Due from subsidairies | |||
Cash and cash equivalents | 14 | ||
Total current assets | |||
| 8 | ||
TOTAL ASSETS | |||
| Liabilities and Shareholders' Equity | |||
| Shareholders' equity: | |||
Share capital issued | 20 | ||
Share premium | 20 | ||
Accumulated translation income (loss) | - | - | |
| - | - | |
Total equity attibutable to owners of the Company | |||
Non-controlling interests | |||
Total equity | |||
| Liabilities | |||
| Long term liabilities: | |||
Bond payable | 18 | ||
Lease liabilities | 6 | ||
Deferred consideration | 7 | ||
Contingent consideration | 7 | ||
Other long term payables | |||
Long term loans | 9 | ||
Deferred income tax liabilities | 19 | ||
Total long term liabilities | |||
| Current liabilities: | |||
Trade payables and accrued expenses | 17 | ||
Lease liabilities | 6 | ||
Deferred consideration | 7 | ||
Contingent consideration | 7 | ||
Short term loans | 9 | ||
Total current liabilities | |||
| | 8 | ||
| held for distribution to owners | |||
Total liabilities | |||
TOTAL EQUITY AND LIABILITIES |
As restated
57
Consolidated Financial Statements
Annual Report 2023
Statements of Changes in Equity
| Company (EUR 1000) | ||||||||
| Common Stock | Common | Common | Share | Non- | Translation | Retained | Total | |
| Shares issued | Stock Shares | Stock | Premium/ | controlling | reserve | Earnings | Equity | |
| Outstanding | Amount | Adjustment | interest | | ||||
| Balance at 1 January 2022 | - | - | ||||||
| Issue of shares | ||||||||
| Share compensation expense | ||||||||
| Net results from continuing operations | ||||||||
| Net results from discontinuing operations | - | - | ||||||
| Exchange differences on translation | - | - | ||||||
| Balance at 31 December 2022 | - | - | ||||||
| Issue of shares | ||||||||
| Exercise of options and issuance of shares | ||||||||
| for cash | ||||||||
| Share compensation expense | ||||||||
| Net results from continuing operations | ||||||||
| Net results from discontinuing operations | - | - | ||||||
| Exchange differences on translation | - | - | ||||||
| Balance at 31 December 2023 | - | - |
Parent (EUR 1000)
Common Stock
Shares issued
Common Stock Shares
Outstanding
Common Stock
Amount
Share Premium/
Adjustment
Retained Earnings
Total Equity
Balance at 1 January 2022
96 675 626 96 675 626 88 749 34 058 -84 010 38 797
Prior period adjustment
- - -4 427 1 434 -4 415 -7 407
Issue of shares
26 110 900 26 110 900 23 644 24 680 - 48 324
Share compensation expense
- - - 1 717 - 1 717
Net results from continuing operations
- - - - -1 220 -1 220
Net results from discontinuing operations
- - - - - -
Exchange differences on translation
- - - - - -
Balance at 31 December 2022
122 786 526 122 786 526 107 967 61 889 -89 645 80 211
Issue of shares
6 044 985 6 044 985 6 012 8 192 - 14 204
Exercise of options and issuance of shares
for cash
171 650 171 650 158 163 320
Share compensation expense
- - - 1 534 - 1 534
Net results from continuing operations
- - - - -2 709 -2 709
Net results from discontinuing operations
- - - - - -
Transaction costs on issuance of shares
differences on translation
- - - -1 537 - -1 537
Balance at 31 December 2023
129 003 161 129 003 161 114 136 70 241 -92 354 92 023
58
Consolidated Financial Statements
Annual Report 2023
Statements of Changes in Equity
EUR 1000 | Company Parent | ||
Notes | 2023 | 2022 2023 2022 | |
| | |||
Results before income taxes | |||
Loss from discontinued operations | 7 | - | - |
Taxes | - | - | |
Amortization of intangible assets | 10 | ||
Depreciation of property, plant and equipment | 11 | ||
Depreciation on right of use assets | 6 | ||
Share based compensation | |||
Impariment of assets | |||
Change in trade and other receivables | - | - | |
Change in current assets | |||
Change in trade and other payables | 15 | ||
Other changes in assets and payables | |||
Net cash (used in)/generated from operating activities | |||
| | |||
Purchases of intangible assets | 10 | - | - |
Purchases of property, plant and equipment | 11 | - | - |
Acquisition of subsidiaries, net of cash acquired | 7 | - | - |
Net cash used in investing activities | - | - | |
| | |||
Proceeds from loans | 9 | ||
Loan repayment | 9 | - | - |
Proceeds from issuance of shares | 21 | ||
| 18 | ||
Lease liability principal payments | 6 | - | - |
Interest paid on bond | 18 | - | - |
| |||
Translation loss | - | ||
Net movement in cash and cash equilalents | |||
Cash and cash equivalents at beginning of year | 14 | ||
| - | ||
Cash and cash equivalents at end of year | 14 |
Statements of Cash Flows
59
Consolidated Financial Statements
Annual Report 2023
Notes to Consolidated Financial Statements
Oslo Stock Exchange with the ticker symbol “GIG” and on Nasdaq
Stockholm with the ticker symbol “GIGSEK” (dual listing). Gaming
Innovation Company Plc. (“Plc”) is incorporated and domiciled in
@GiG Beach, The Golden Mile,
The Company’s principal activities during 2023 were the provision
of online gaming services, primarily casino and sports, provision of a
the years ended 31 December 2023 and 2022 and comprise of Plc
and Plc’s accounting basis subsidiaries.
Strategic review
The Board of Directors initiated a strategic review in February
2023, intending to split the Company into two separate structures
by distributing Platform & Sportsbook to the shareholders. The
split’s purpose is to optimise growth opportunities by ensuring
each business. The split will form two industry-leading companies
with the potential to grow faster than in the current corporate
structure.
Planning was made in 2023, focusing on the strategic and
operational tasks needed to execute the split. By year-end, Media
employees were moved/employed in the respective segments, and
separate C-level management groups were established.
As a result of the strategic review and the planned distribution
of Platform & Sportsbook to the shareholders, Platform &
Sportsbook is now shown as discontinued operations in these
disposal groups held for distribution for more information.
All necessary corporate steps are ongoing, including the
application for listing of the new Platform & Sportsbook entity
quarter of 2024 and will be subject to all necessary corporate
actions, including shareholder approval.
AskGamblers
On 31 January 2023, GiG Media acquired the two companies Catena
Publishing Ltd (Malta) and Catena Media D.O.O. Beograd (Serbia)
smaller domains from Catena Media Plc. The total consideration was
EUR 45 million, of which EUR 20 million was paid in cash on closing,
EUR 10 million in January 2024 and the EUR 15 million balance will
be paid in January 2025.
own cash, (EUR 8.8 million), a revolving credit facility (RCF) of EUR
1.0 million and a share issue of EUR 10.2 million where existing
shareholders participated.
AskGamblers.com is an award-winning website recognised as a well-
trusted website source in the iGaming industry with strong brand
recognition by users. As part of the transaction GiG Media also got
ownership of the websites Johnslots.com and Newcasinos.com. The
acquisition of AskGamblers build on GiG Media’s strategy to diversify
its business and portfolio of assets.
to create sustainable long-term growth and provide the business
with several key strategic assets and multiple revenue opportunities.
The acquired websites are strong in markets that were non-core
markets for GiG Media, therefore expanding the geographical reach.
Multiple strategies to improve the performance of the acquired
business were implemented throughout the year by utilising GiG’s
proprietary marketing technology in conjunction with the expertise
of Askgamblers, leading to a strong increase in revenues through the
year.
Refer to Note 7 for further information.
KaFe Rocks
On 21 December 2023, GiG Media acquired KaFe Rocks Ltd. (Malta),
The purchase price is EUR 35 million, consisting of a EUR 15 million
upfront cash payment and EUR 20 million divided in four semi-annual
through the issue of a new bond in December 2023.
KaFe Rocks employed around 120 persons (33 direct employees and
the rest being consultants) by year-end 2023, of which a minority are
Malta based and the rest working remotely across Europe.
USCasinos.com. Through this strategic purchase, GiG Media cements
its position as the dominant lead generator within the online casino
market and will accelerate its market presence in the valuable North
American market.
Refer to Note 7 for further information.
60
Consolidated Financial Statements
Annual Report 2023
Financing
In December 2023, Gaming Innovation Group Plc. successfully
completed the issuance of new 3-year EUR 75 million equivalent
senior secured bonds, split in a EUR 45 million and a SEK 350 million
tranches, and with a combined borrowing limit of EUR 100 million
7.25% per annum. The net proceeds were used to call the 2021-
24 SEK 550 million bond in full including call premium, to partly
purposes. The new bond is listed on Frankfurt Stock Exchange Open
Market and an application is in process for Nasdaq Stockholm. The
outstanding balance of the bond as at 31 December 2023 was EUR
In January 2023, the Company entered into a NOK 20 million credit
facility with a shareholder based on market terms. The facility was
subject to a commitment fee of 3% per annum on any undrawn
amounts and an interest rate of 12% per annum on the amount
drawn. NOK 11.0 million was drawn under the facility in January
2023 and a further NOK 9.0 million in April 2023. The credit facility
was repaid in full in February 2024.
of the AskGamblers transaction, the Company completed a EUR 10.2
million equity raise from a group of investors at a NOK 25.61 share
price, issuing 4,267,112 new shares of its common stock.
In May 2023 1,777,873 shares were issued for the earn-out related to
the acquisition of Sportnco and including shares issued for exercises
of employee options, the Company’s share capital increased from
USD 122,786,526 to USD 129,003,161 and the number of outstanding
shares increased from 122,786,526 to 129,003,161 (par value USD
1.00) during 2023.
Extraordinary events
regions of Ukraine and Russia or Israel and Gaza, and while
material impact is experienced so far in the Company’s operations.
Historically, the online gambling industry has proved robust and
normally not been materially affected by uncertain periods for the
global economy.
61
Consolidated Financial Statements
Annual Report 2023
Restatement of Parent Statement of Financial Position
The Statement of Financial Position as of December 31, 2022 of
had no impact on the Parent’s or the Company’s statement of
Comprehensive Income for 2022.
Standards, interpretations and amendments to published standards
effective in 2023
In 2023, the Company adopted new standards, amendments and
interpretations to existing standards that are mandatory for the
adoption of these revisions to the requirements of IFRS as adopted
recognition, measurement and presentation of items in these
The IASB amended IAS 1 Presentation of Financial Statements
to require entities to disclose their material rather than their
‘material accounting policy information’ (being information that,
when considered together with other information included in
and explain how to identify when accounting policy information
is material. They further clarify that immaterial accounting policy
information does not need to be disclosed. If it is disclosed, it should
not obscure material accounting information.
To support this amendment, the IASB also amended IFRS Practice
Statement 2 Making Materiality Judgements to provide guidance
on how to apply the concept of materiality to accounting policy
statements, the Company is disclosing its material accounting policy
information.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2023 reporting
periods and have not been early adopted by the Company. These
standards are not expected to have a material impact on the
on foreseeable future transactions. The Company is assessing the
potential impact that amendments to IAS 1 in relation to (a) the
current liabilities with covenants may have on the presentation and
disclosures relating to liabilities. These amendments, which are
January 2024, require additional disclosure to be made where when
twelve months is subject to compliance with covenants.
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 one remaining at the end of 2023 and 2022
(SkyCity). The majority of white-labels were terminated and/or
migrated to other white-label platforms although the larger white-
labels converted to a SaaS agreement with GiG. As at the 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. 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 evolving environment makes compliance an increasingly
regulations, including responsible gaming and anti-money laundering
obligations. These uncertainties represent a risk for the Company’s
ability to develop and grow the business, as changes in legislation
or enforcement practices could force the Company to exit markets,
unexpected tax exposures, which have not duly been provided for
exposures on B2C and white labels, for as long as related warranties
may continue to apply, and until the B2C MGA license is relinquished.
It is the Company’s view that the responsibility for compliance
with laws and regulations rests with the customers for both the
Media and Platform business activities. Although gaming laws and
supply of B2B services, certain countries have sought to regulate or
prohibit the supply of such services. The Company may therefore be
subject to such laws, directly or indirectly. The Company mitigates
this risk through monitoring of legal developments, contractual
arrangements, and by seeking external advice to assist with the
assessment of risk exposures as appropriate.
In addition to the above, the Company faces the risk that customers
are not able to pay for the services rendered when these fall due.
arising from changes in search engines’ algorithms that could
temporarily impact rankings, and hence also impact revenues.
62
Consolidated Financial Statements
Annual Report 2023
63
Consolidated Financial Statements
Annual Report 2023
64
Consolidated Financial Statements
Annual Report 2023
| Years | |
Installations and improvements to premises | 3 - 6 |
| 3 | |
| 3 - 6 |
65
Consolidated Financial Statements
Annual Report 2023
66
Consolidated Financial Statements
Annual Report 2023
67
Consolidated Financial Statements
Annual Report 2023
Inter-company balances and unrealised income and expenses arising
from inter-company transactions are eliminated upon consolidation.
68
Consolidated Financial Statements
Annual Report 2023
2.20 Share capital
attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds.
2.25 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised
which the obligation to pay a dividend is established.
Financial assets and liabilities are offset and the net amount reported
enforceable right to set off the recognised amounts and there is an
intention to settle on a net basis, or realise the asset and settle the
liability simultaneously.
69
Consolidated Financial Statements
Annual Report 2023
The Company’s activities potentially expose it to a variety of
exchange risk, price risk and fair value interest rate risk), credit
risk and liquidity risk. The Company provides principles for overall
risk management. The Company did not make use of derivative
preceding period.
(a) Market risk
(i) Foreign exchange risk
The Company operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the SEK, GBP, NZD, CAD, DKK, RSD, USD and NOK.
The Company is primarily exposed to foreign exchange risk with
respect to SEK arising on the bond issuance. Foreign exchange risk
arises from future commercial transactions and recognised assets
and liabilities which are denominated in a currency that is not the
entity’s functional currency.
A sensitivity analysis for foreign exchange risk disclosing how
foreign exchange rates that were reasonably possible at the end
of the period was deemed necessary for liabilities denominated in
SEK. At the end of the reporting period, had the SEK exchange rate
other variables held constant, the decrease or increase respectively
in net assets of the Group and the Company would amount to
approximately EUR1,656k and EUR 1,499k. A sensitivity analysis
for all other assets and liabilities was not deemed necessary on the
basis that management considered it to be immaterial.
| 2023 | Media | Platform | TOTAL |
| (EUR 1000) | |||
Revenue | 88 621 | 52 007 | 140 980 |
Platform & service provider fees | - | -4 779 | -4 779 |
Personnel expenses | -10 603 | -16 126 | -26 729 |
Marketing costs | -26 777 | -11 045 | -37 822 |
Other operating expenses | -11 739 | -3 644 | -15 232 |
Depreciation & Amortisation | -12 488 | -16 167 | -28 655 |
27 014 | 247 | 13 130 |
| 2022 | Media | Platform | TOTAL | |
| (EUR 1000) | ||||
Revenue | 61 858 | 45 164 | 107 022 | |
Platform & service provider fees | - | -5 082 | -5 082 | |
Personnel expenses | -7 627 | -14 825 | -26 861 | |
Marketing costs | -18 150 | -13 087 | -31 237 | |
Other operating expenses | -7 | 413 | -9 625 | -12 629 |
Depreciation & Amortisation | -7 022 | -13 519 | -20 541 | |
21 440 | -10 975 | 7 328 |
70
Consolidated Financial Statements
Annual Report 2023
Company | Parent | |||
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
| Financial assets at amortised | ||||
| cost: | ||||
| Trade and other receivables | 18 501 | 22 328 | - | - |
| (Note 13) | ||||
| Amounts due from payment | - | 893 | - | - |
| providers (Note 13) | ||||
Cash at bank and other intermediaries (Note 14) | 15 487 | 15 209 | 321 | 91 |
Exposure |
71
Consolidated Financial Statements
Annual Report 2023
6. Leases
(a) The Company as a lessee
The Company leases various properties. Rental contracts are
extension options as described below. Lease terms are negotiated on
an individual basis and contain a wide range of different terms and
conditions. The lease agreements do not impose any covenants, but
leased assets may not be used as security for borrowing purposes.
Extension and termination options are included in a number of
properties across the Company. These terms are used to maximise
extension and termination options held are exercisable only by the
Company and not by the respective lessor.
Judgements in determining the lease term
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an
extension option, or not exercise a termination option. Extension
options (or periods after termination options) are only included in
the lease term if the lease is reasonably certain to be extended (or
assessment and that is within the control of the lessee. No change
was required in 2023 or in 2022 that would have resulted in a change
in the lease term.
This note provides information for leases where the Company is a
lessee. For leases where the Company is a lessor, see Note 6 (c).
Amounts recognised in the balance sheet
(EUR 1000) | As at 31 | As at 31 |
| December 2023 | December 2022 | |
Buildings | 2 166 | 7 563 |
Non-current | 3 406 | 6 828 |
Current | 1 420 | 3 163 |
Total |
72
Consolidated Financial Statements
Annual Report 2023
by the Company.
(EUR 1000) | As at 31 | As at 31 |
| December | December | |
| 2023 | 2022 | |
| Depreciation charge of right-of-use | 2 148 | 2 462 |
| assets | ||
Interest expense (included in other expenses) | 627 | 770 |
(b) The Company as a lessor
During 2023 and 2022, the Company has sub-leased parts of its
payable monthly. The Company has recognised rental income from
include CPI increases, but there are no other variable lease
payments that depend on an index or rate.
| Maturity analysis - contractual | As at 31 | As at 31 |
| December | December | |
| (EUR 1000) | 2023 | 2022 |
Less than one year | - | 948 |
- | 1 004 | |
- |
During 2023 and 2022, the Company has sub-leased parts of
the entire remaining lease term of the head lease. The ROU asset
is derecognised. The net investment in the sub-lease is recognised
under “Trade and other receivables” (Note 13).
Finance income on the net investment in sub-lease during 2023
lease payments that depend on an index or rate.
The following table shows the maturity analysis of the undiscounted
| Maturity analysis - contractual | As at 31 | As at 31 |
| undiscounted lease payments receivable | December | December |
| (EUR 1000) | 2023 | 2022 |
Less than one year | 607 | 460 |
916 | 634 | |
Total undiscounted lease payments | 1 523 | 1 094 |
-192 | -130 | |
1 331 | 964 |
73
Consolidated Financial Statements
Annual Report 2023
The following table summarises the adjusted price paid and the fair
value of the assets acquired and liabilities assumed.
EUR 1000 | 31 Jan 2023 |
| Consideration | |
Cash transfer | 22 345 |
Future consideration | 21 179 |
Total Purchase Price (Equity value) | 43 524 |
| Asset Valuation | |
Cash and cash equivalents | 2 696 |
Trade and other receivables | 2 426 |
Trade and other payables | -350 |
Domains - fair value | 22 239 |
3 333 | |
Othe intangible assets | 1 860 |
Property, plant and equipment | 185 |
Corporate tax payable | -301 |
Deferred tax liability | -1 268 |
30 820 | |
Goodwill | 12 704 |
Net assets acquired | 43 524 |
The revenue included in the consolidated statement of
comprehensive income until 31 December 2023 contributed by
AskGamblers was EUR 18.2 million. AskGamblers also contributed
Had AskGamblers been consolidated from 1 January 2023, the
consolidated statement of comprehensive income would have
6.5 million.
Acquisition of KaFe Rocks Ltd.
In November 2023, the Group signed an agreement to acquire
Media will strengthen its position as a leading lead generator within
facing brands Time2play.com and USCasinos.com.
The acquisition was complete on 21 December 2023. The
transaction, valued at EUR 35 million, includes a EUR 15 million
upfront cash payment and EUR 20 million distributed in four semi-
annual payments over 24 months. Additionally, the Company will
issue EUR 2.5 million in shares to the sellers in Q2 2024, due to
2023, where the number of shares to be issued shall be based on a
30-day VWAP of the GiG share at the time of closing (NOK 30.11). The
transaction also includes an earn-out mechanism based on certain
EBITDA targets being reached over a 24-month period from closing.
As at reporting date, the status of the Purchase Price Allocation
process is work in progress and 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 and fair value of each major class of intangible assets.
EUR 1000 | 21 Dec | 2023 |
| Consideration | ||
Cash transfer | 15 000 | |
Deferred consideration | 20 705 | |
Contingent consideration | 769 | |
Total Purchase Price (Equity value) | 36 474 | |
| Asset Valuation | ||
Cash and cash equivalents | 2 675 | |
Trade and other receivables | 1 761 | |
Trade and other payables | -90 | |
Domains - fair value | 16 109 | |
5 398 | ||
Property, plant and equipment | 5 | |
Right-of-use assets | 199 | |
Financial liability | -191 | |
Corporate tax payable | -226 | |
Deferred tax liability | -960 | |
24 679 | ||
Goodwill | 11 795 | |
Net assets acquired | 36 474 |
The revenue included in the consolidated statement of
comprehensive income until 31 December 2023 contributed by KaFe
Rocks was EUR 0.5 million. KaFe Rocks also contributed an operating
loss of EUR 0.1 million over the same period. Had KaFe Rocks been
consolidated from 1 January 2023, the consolidated statement of
comprehensive income would have included revenue of EUR 17.7
11.7 million arising as a result of the acquisition represents synergies,
increased value position with ever increasing growth and further
presents before the acquisition
The contingent consideration arrangement requires the Company to
pay the former shareholders of KaFe Rocks a 24 month performance
based earn-out. In the event that KaFe Rocks’ EBITDA exceeds EUR
5 million for each 6 months period, the former shareholders of KaFe
Rocks shall be entitled to an additional payment which shall be equal
to 50% of the difference between the EBITDA and EUR 5 million. The
earn-out will be paid 100% in cash, however with the Company’s
option to pay up to 50% in new shares, where the number of shares
to be issued shall be based on a 30-day VWAP prior to the time of
74
Consolidated Financial Statements
Annual Report 2023
EUR 1000 | 2023 | 2022 |
Net revenue | 52 007 | 45 164 |
Personnel expenses | -15 915 | -14 642 |
Depreciation and amortisation | -16 167 | -13 484 |
Impairment losses | - | -35 |
Other operating expenses | -18 408 | -27 345 |
Total operating expenses | -50 489 | -54 111 |
1 518 | -10 343 | |
Net other income/(loss) | -1 990 | -926 |
Loss before tax | -472 | -11 269 |
Tax expense | -208 | -1 319 |
Loss from discontuned operations | -680 | -12 588 |
| attributable to: | ||
Owners of the Company | -673 | -12 588 |
Non-controlling interest | -7 | - |
25 592 | 41 550 | |
-21 056 | -57 237 | |
-6 106 | 20 401 | |
Net in/decrease in cash generated by discontinued operations | -1 571 | 4 714 |
EUR 1000 | 31 Dec 2023 |
| shareholders: | |
Intangible assets | 100 919 |
Property, plant and equipment | 3 070 |
Right-of-use assets | 1 892 |
Trade and other receivables | 17 636 |
Cash at bank and other intermediaries | 7 582 |
Total assets of disposal group held for distribution to shareholders | 131 099 |
| held for distribution to shareholders: | |
Borrowings | 12 904 |
Deferred income tax liabilities | 1 206 |
Lease liabilities | 2 682 |
Trade and other payables | 13 930 |
| Total liabilities of disposal group held for distribution | 30 722 |
| to shareholders |
75
Consolidated Financial Statements
Annual Report 2023
EUR 1000 | 2023 | 2022 |
Other income | - | 580 |
Expenses | -736 | -3 143 |
Loss from discontinued oerations | -736 | -2 563 |
| Loss from discontinued operations | ||
| attributable to: | ||
Owners of the Company | -736 | -2 563 |
Non-controlling interest | - | - |
-736 | -2 563 | |
Net decrease in cash generated by discontinued operations | -736 | -2 563 |
In June 2021, the Company entered into a NOK 25 million (EUR 2.3
million) credit facility with a shareholder based on market terms at that
point in time. The facility was subject to a commitment fee of 3% per
annum on the full amount and an interest rate of 15% per annum on the
amount withdrawn and matured on 31 March 2022. NOK 14.0 million
was drawn under the facility in July 2021 and a further NOK 11.0 million
in November 2021. The credit facility was repaid in January 2022.
In December 2020 the Company issued a subordinated convertible loan
of EUR 8.5 million to two Nordic investment funds bearing an interest
equity portion of Euro 0.8 million. The loan was convertible into shares
in the Company at NOK 15 at the option of the lenders, or repayable net
of transaction costs in cash on 18 June 2023. This loan was converted
into 6,600,000 shares in May 2022.
In January 2023, the Company entered into a NOK 20 million (EUR
1.9 million) credit facility with a shareholder based on market
terms. The facility was subject to a commitment fee of 3% per
annum on any undrawn amounts and an interest rate of 12% per
annum on the amount drawn. NOK 11.0 million was drawn under
the facility in January 2023 and a further NOK 9.0 million in April
2023. The credit facility was repaid in February 2024.
76
Consolidated Financial Statements
Annual Report 2023
2023 | Cash generating unit | ||
(EUR 1000) | Media | Platform | Sportnco |
Goodwill | 40 793 | ||
62 240 | |||
432 | |||
- | - |
- | |||
77
Consolidated Financial Statements
Annual Report 2023
| Company | Installations and | Total | ||
| (EUR 1000) | improvement to premises | equipment | ||
| At 1 January 2022 | ||||
Cost | 4 107 | 1 590 | 5 826 | 11 523 |
Acquisition of subsidiary | - | - | 199 | 199 |
Additions | 92 | 2 | 757 | 851 |
Disposals | - | - | -2 | -2 |
Exchange differences | - | -2 | - | -2 |
As at 31 December 2022 | 4 199 | 1 590 | 6 780 | 12 569 |
Acquisition of subsidiary | 185 | - | 5 | 190 |
Additions | 520 | 130 | 2 788 | 3 439 |
-2 509 | -878 | -7 666 | -11 053 | |
Exchange differences | - | -1 | - | -1 |
At 31 December 2023 | 2 395 | 841 | 1 907 | 5 143 |
| Accumulated depreciation | ||||
As at 1 January 2022 | 3 910 | 1 270 | 4 580 | 9 760 |
Depreciation charge | 288 | 128 | 971 | 1 387 |
As at 31 December 2022 | 4 198 | 1 398 | 5 551 | 11 147 |
Depreciation charge | 273 | 103 | 650 | 1 026 |
-2 330 | -810 | -4 843 | -7 983 | |
As at 31 December 2023 | 2 141 | 691 | 1 359 | 4 190 |
| Net book value | ||||
As at 1 January 2022 | 197 | 320 | 1 246 | 1 763 |
As at 31 December 2022 | - | 192 | 1 229 | 1 421 |
As at 31 December 2023 | 254 | 150 | 548 | 953 |
EUR 1000 | 2023 | 2022 |
65 703 | 65 615 | |
Prior period adjustment | - | -54 152 |
Additions | 4 248 | 54 240 |
Sale of investment | - | - |
Write off | - | - |
69 951 | 65 703 | |
Cost | 69 951 | 65 703 |
Carrying amount |
78
Consolidated Financial Statements
Annual Report 2023
| Country of | Class of shares | Percentage of ownership | Percentage of ownership | |||
| Subsidiaries | incorporation | held | and voting rights held | and voting rights held by the | ||
| directly by the Company | Parent | |||||
2023 | 2022 | 2023 | 2022 | |||
iGamingCloud NV | Curacao | Ordinary shares | - | - | 100 | 100 |
Innovation Labs Limited | Malta | Ordinary shares | 100 | 100 | 100 | 100 |
MT Secure Trade Limited | Malta | Ordinary shares | 100 | 100 | 100 | 100 |
iGamingcloud Limited | Malta | Ordinary shares | 100 | 100 | 100 | 100 |
iGamingCloud SLU | Spain | Ordinary shares | 100 | 100 | 100 | 100 |
GiG Norway AS | Norway | Ordinary shares | 100 | 100 | 100 | 100 |
Gaming Innovation Group Inc. | USA | Ordinary shares | 100 | 100 | 100 | 100 |
GIG Central Services Limited | Malta | Ordinary shares | - | - | 100 | 100 |
Rebel Penguin ApS | Denmark | Ordinary shares | - | - | 100 | 100 |
iGamingCloud Inc. | United States | Ordinary shares | - | - | 100 | 100 |
SIA GiG Riga | Latvia | Ordinary shares | - | - | 100 | - |
Silvereye International Limited Operations plc | Malta | Ordinary shares | 100 | 100 | 100 | 100 |
BE Marketing Limited | Malta | Ordinary shares | - | - | 100 | 100 |
Sportnco Gaming SAS | France | Ordinary shares | 100 | 100 | 100 | 100 |
Sportnco SAS | France | Ordinary shares | - | - | 100 | 100 |
Tecnalis Solution Providers SLU | Spain | Ordinary shares | - | - | 100 | 100 |
Sportnco Espana SA | Spain | Ordinary shares | - | - | 100 | 100 |
iGamingCloud Inc. | USA | Ordinary shares | - | - | 100 | 100 |
AskGamblers Limited | Malta | Ordinary shares | 100 | - | 100 | - |
AskGamblers doo | Serbia | Ordinary Shares | 100 | - | 100 | - |
KaFe Rocks Limited | Malta | Ordinary shares | 100 | - | 100 | - |
Digital World Limited | Malta | Ordinary shares | - | - | 100 | - |
Time2Play Media Limited | Malta | Ordinary shares | - | - | 69.9 | - |
KaFe Rocks USA LLC | Malta | Ordinary shares | - | - | 100 | - |
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
| Non-current: | ||||
Finance lease receivable | 891 | 544 | - | - |
Other receivables | - | 236 | - | - |
| Current: | ||||
Trade receivables - gross | 17 735 | 14 570 | - | - |
Less loss allowance | -1 435 | -675 | - | - |
Net | 16 300 | 13 895 | - | - |
Amounts due from payment providers | - | 893 | - | - |
Amounts due from company undertakings | - | 149 | - | - |
Amounts due from related parties | - | 44 | - | - |
Indirect taxation | 1 273 | 3 862 | - | - |
Finance lease receivable | 440 | 420 | - | - |
Other receivables | 78 | 995 | 10 | - |
Accrued income | 297 | 1 332 | - | - |
Prepayments | 113 | 1 631 | - | - |
Balance sheet | 18 501 | 23 221 | 10 | - |
Annual Report 2023
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
Cash and cash equivalents | 15 487 | 15 209 | 321 | 91 |
Restricted cash | - | -1 387 | - | - |
Cash, net of restricted cash | 15 487 | 13 822 | 321 | 91 |
Other current assets include prepayments to vendors and advances to employees incurred in the normal course of business.
Company | Parent | |||
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
| Non-current: | ||||
Indirect taxation and social security | 1 863 | 2 181 | - | - |
Contingent consideration | - | - | - | - |
Deferred consideration | 28 332 | - | - | - |
30 195 | 2 181 | - | - | |
| Current: | ||||
Trade payables | 6 223 | 6 869 | 750 | 61 |
Jackpot balances | 16 | 983 | - | - |
- | 404 | - | - | |
Other payables | 6 537 | 2 225 | - | - |
Accruals | 2 164 | 4 178 | - | - |
Indirect taxation | 1 916 | 7 890 | - | - |
Contingent consideration | - | 8 942 | - | - |
Deferred consideration | 16 922 | - | - | - |
Deferred income | 558 | - | - | - |
34 336 | 31 491 | 750 | 61 |
80
Consolidated Financial Statements
Annual Report 2023
Issued | Maturity | date | Seniority | Currency | Nominal amount | Interest rate |
2023 | 18 Dec 2026 | Senior secured | SEK | 350 million | 3 month STIBOR + 7.25% p.a. | |
2023 | 18 Dec 2026 | Senior secured | EUR | 45 million | 3 month EURIBOR + 7.25% p.a. |
Issued | Maturity | date | Seniority | Currency | Nominal amount | Interest rate |
2021 | 11 June 2024 | Senior secured | SEK | 550 million | 3 month STIBOR + 8.5% p.a. |
In December 2023, The Company successfully completed the issuance of new 3-year EUR 75 million equivalent senior secured
bonds, split in a EUR 45 million and a SEK 350 million tranches, and with a combined borrowing limit of EUR 100 million equivalent
The 2023-26 bonds are registered in the Norway Central Securities Depository and are listed on Frankfurt Stock Exchange Open
Market and an application is in process for listing of the bonds on Nasdaq Stockholm. Their quoted price as at 31 December 2023
was EUR45.3 million and SEK352.6 million (total EUR 77.0 million) which in the opinion of the directors fairly represents the fair
value of these liabilities. This fair value estimate is deemed to fall under level 2 of the fair value measurement hierarchy, as it is
based on a quoted price in a market with low trading volume.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
Company Parent
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
Deferred tax asset to be recovered in more than 12 months | 6 | 120 | - | - |
Deferred tax liability to be recovered in more than 12 months | - 3 990 | - 2 118 | - | - |
-3 984 | -1 998 | - | - |
81
Consolidated Financial Statements
Annual Report 2023
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
As at 1 January | -2 118 | -233 | - | - |
Deferred tax liability on temporary differences recognised in | -1 866 | -1 885 | - | - |
As at 31 December | -3 984 | -2 118 | - | - |
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
Net operating loss carryforwards from US operations | 8 658 | 9 813 | - | - |
Net valuation allowance on US net operating losses | 8 658 | 9 693 | - | - |
TOTAL | - | 120 | - | - |
82
Consolidated Financial Statements
Annual Report 2023
| upon employment at the time of exercise. |
| 2,804,600). The following tables summarise information about stock |
| options and warrants outstanding at 31 December 2023 and 2022, |
83
Consolidated Financial Statements
Annual Report 2023
Name | Shares | Percentage |
SkyCity Entertainment Group Limited | 13 487 500 | 10.46 % |
Myrlid AS | 7 336 253 | 5.69 % |
Optimus Invest Limited | 6 456 998 | 5.01 % |
Nordea Livsförsäkring Sverige AB | 6 005 587 | 4.66 % |
MJ Investments sp | 5 304 733 | 4.11 % |
Betplay Capital sp | 4 832 342 | 3.75 % |
LGT Bank, nom. | 4 721 838 | 3.66 % |
Juroszek Holding sp | 4 235 666 | 3.28 % |
Symmetry Invest A/S | 4 000 000 | 3.10 % |
True Value Limited | 3 199 708 | 2.48 % |
Saxo Bank A/S nom. | 2 628 502 | 2.04 % |
Riskornet AB | 2 607 995 | 2.02 % |
Avanza Pension | 2 550 479 | 1.98 % |
G.F. Invest AS | 2 500 000 | 1.94 % |
Hans Mikael Hansen | 2 389 195 | 1.85 % |
MJ Foundation | 2 096 474 | 1.63 % |
Kvasshøgdi AS | 2 009 437 | 1.56 % |
Skandinaviska Enskilda Banken LUX | 1 386 559 | 1.07 % |
Hervé Schlosser | 1 346 761 | 1.04 % |
Mikael Riese Harstad | 1 342 136 | 1.04 % |
Total shares owned by the 20 largest | 80 438 163 | 62.35 % |
Other | 48 564 998 | 37.65 % |
Total Shares Issued | 129 003 161 | 100.00 % |
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
Annual statutory audit | 637 | 410 | - | 20 |
| Tax advisory and compliance | 135 | 63 | - | 3 |
| services | ||||
Other non-audit services | 292 | 41 | - | - |
TOTAL | 1 064 | 514 | - | 23 |
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
| Current tax (income)/expense | - | - | ||
| - Current year | 1 400 | 930 | - | - |
| - Prior year | -21 | 192 | ||
| Deferred tax (credit)/expense | 1 866 | - | - | - |
| (Note 19) | 3 245 | 738 | - - |
84
Consolidated Financial Statements
Annual Report 2023
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
16 128 | 19 038 | -2 709 | -1 220 | |
Loss from discontinued operations before tax | -1 416 | -15 196 | - | - |
1 202 | 865 | - | - | |
| countries applicable | ||||
| Tax effect of: | ||||
Income not subject to tax | -502 | - | - | - |
Disallowed expenses | 1 004 | 588 | - | - |
Unrecognised current tax in previous year | -21 | 192 | - | - |
Utilisation of prior year losses | - | 319 | - | - |
Movements in unrecognised deferred tax assets | 980 | 129 | - | - |
Other differences | 582 | 1 355 | - | - |
Tax expense | 3 245 | 738 | - | - |
Company Parent
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
Gross wages and salaries | 13 394 | 9 143 | 352 | 255 |
Employee costs capitalized as part of software development | -4 374 | -2 291 | - | - |
352 | 255 | |||
Taxes and costs | 1 576 | 615 | 76 | 111 |
Share options (forfeited)/granted to employees | 7 | 160 | - | - |
10 603 | 7 627 | 428 | 366 |
Company
The Company employed, on average: | 2023 | 2022 |
Managerial | 12 | 9 |
Administrative | 656 | 532 |
668 | 541 |
EUR 1000 | 2023 | 2022 | 2023 | 2022 |
Finance expense - net | -10 033 | -2 490 | -165 | 44 |
Other income (expense) | 718 | 452 | - | - |
-9 315 | -2 038 | -165 | 44 |
85
Consolidated Financial Statements
Annual Report 2023
2023 | Position | Board fees | Salary | Other | Option Expense | Total |
Petter Nylander | Chairman | 84.4 | - | - | - | 84.4 |
Nicolas Adlercreutz | Board member | 46.0 | - | - | - | 46.0 |
Hezam Yazdi | Board member | 38.9 | - | - | - | 38.9 |
Mikael Riese Harstad | Board member | 41.4 | - | - | - | 41.4 |
Karolina Pelc | Board member from May | 21.0 | - | - | - | 21.0 |
Tomasz Juroszek | Board member from May | 24.9 | - | - | - | 24.9 |
Steve Salmon | Board member from May | 21.8 | - | - | - | 21.8 |
Michael Ahearne | Board member until January | 1.1 | - | - | - | 1.1 |
Kjetil Garstad | Board member until May | 15.9 | - | - | - | 15.9 |
Kathryn Moore Baker | Board member until May | 14.1 | - | - | - | 14.1 |
Richard Brown | CEO until September | - | 300.0 | 227.3 | - | 527.3 |
Jonas Warrer | Group CEO from September | - | 146.8 | 105.1 | 8.9 | 260.8 |
Other members of executive management | - | 1 531.2 | 556.9 | 44.4 | 2 132.6 | |
309.5 | 1 978.0 | 889.3 | 53.3 | 3 230.2 |
2022 | Position | Board fees | Salary | Other | Option Expense | Total |
Petter Nylander | Chairman | 76.5 | - | - | - | 76.5 |
Nicolas Adlercreutz | Board member | 46.0 | - | - | - | 46.0 |
Kjetil Garstad | Board member | 41.0 | - | - | - | 41.0 |
Kathryn Moore Baker | Board member | 37.6 | - | - | - | 37.6 |
Michael Ahearne | Board member from April | 27.0 | - | - | - | 27.0 |
Hezam Yazdi | Board member from May | 22.6 | - | - | - | 22.6 |
Mikael Riese Harstad | Board member from May | 22.1 | - | - | - | 22.1 |
Helge Nielsen | Board member until May | 13.8 | - | - | - | 13.8 |
Henrik Persson Ekdahl | Board member until May | 13.7 | - | - | - | 13.7 |
Richard Brown | CEO | - | 300.0 | 192.0 | 15.3 | 507.3 |
Other members of executive management | - | 1 749.7 | 364.8 | 105.4 | 2 219.9 | |
306.1 | 2 049.7 | 556.8 | 120.7 | 3 033.3 |
86
Consolidated Financial Statements
Annual Report 2023
30. Statutory information
The Company, Gaming Innovation Group Inc. is a Corporation registered in
the state of Delaware, United States of America.
accepted accounting principles. These measures are presented in this
report because they are the measures used by management and they
are frequently used by other interested parties for valuation purposes.
In addition, the Company provides information on certain costs in the
perspective.
• Deposits: Money deposited in the customer accounts
• EBIT
• EBIT margin: EBIT in percent of normalised revenues
• EBITDA:
and impairments
• Adjusted EBITDA: EBITDA less option expenses
• EBITDA margin: EBITDA in percent of normalised revenues
• First Time Depositor (FTD):
who places wagers or deposits an amount of money for the
• Gaming tax: Taxes paid on revenues in regulated markets
• Gross Gaming Revenue (GGR): Total cash deposits less all
wins payable to customers
• Operating revenue less cost of sales
• Gross margin:
• Interest bearing debt: Other long-term debt and
short-term borrowings
• Net Gaming Revenue (NGR): Total cash deposits less all
wins payable to customers after bonus costs and external
jackpot contributions
• Organic growth
87
Consolidated Financial Statements
Annual Report 2023
Auditor's
Report
06
88
Auditor's Report
Annual Report 2023
Report
To the Shareholders of Gaming Innovation Group, Inc.
Report on the Audit of the Financial Statements
Opinion
and the statements of comprehensive income (loss), statements of changes in equity
Standards (IFRSs) as adopted by the EU.
| |
| |
| Accounting Act and accounting standards and practices generally accepted in Norway |
| and Sweden Accounting Act and accounting standards and practices generally accepted |
| in Sweden. |
| Basis for Opinion |
| We conducted our audit in accordance with International Standards on Auditing (ISAs). |
| Our responsibilities under those standards are further described in the Auditor’s |
Responsibilities for the Audit of the Consolidated Financial Statements section of our
report below. We are independent of the Group and the Parent in accordance with the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code) together with the ethical requirements that are relevant to our
in accordance with these requirements and the IESBA Code. We believe that the audit
opinion.
88 89
Auditor's Report
Annual Report 2023
Emphasis of Matter
among other matters describes the impairment assessment
liabilities of the Platform and Sportsbook segment under IFRS 5
“Non-Current assets held for sale and discontinued operations”.
This matter is considered to be of fundamental importance to the
matter.
Key Audit Matters
Key audit matters are those matters that, in our professional
matters were addressed in the context of our audit of the
opinion thereon, and we do not provide a separate opinion on
these matters. For each matter below, our description of how
our audit addressed the matter is provided in that context.
of our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
including the procedures performed to address the matters
statements.
Impairment assessment of goodwill and other
intangible assets
As described in the accounting policies note 2 and note 10 to
other intangible assets are impaired on an annual basis. For the
purpose of assessing impairment, assets are grouped at the
operates one CGU, the performance marketing (Media) segment.
As described in Note 10, the impairment assessment for goodwill
and other intangible assets for the above-mentioned CGU relied
based on the Group’s approved budget for 2024, projection of
of the residual value. As of December 31, 2023 carrying amount
of all intangibles assets as at 31 December 2023 was €103.5m.
by future market or economic conditions, changes to laws and
regulations as well as management’s success in achieving growth
which they are discounted is inherently uncertain and requires
judgement.
Judgement is also applied in the assessment of useful lives of
The extent of judgment, and the size of goodwill and intangible
focus.
As part of our work on the impairment assessment of goodwill
and other intangible assets, we evaluated the appropriateness
of the methodology used, and the assumptions underlying the
involving our valuation experts. The calculations underlying the
impairment model were reviewed in order to check the model’s
accuracy.
We carried out sensitivity analysis to assess whether or not a
reasonable possible change in key assumptions could result
in impairment and concur with management’s view that this
component is less sensitive due to the level of headroom between
the reported intangible assets and the respective value-in-use.
As part of our work, we assessed the accuracy of management’s
historic forecasting ability when considering assumptions used
within the value in use model. In particular, we assessed each
CGU’s historical performance including actual results for 2024.
As part of our work, we assessed the appropriateness of
disclosures made in relation to the impairment assessment of the
intangible assets.
Based on the work performed, we found the assessment of the
recoverable amount of goodwill and other intangible assets and
the related disclosures, to be consistent with the explanations
and evidence obtained.
Acquisition accounting in relation to acquisition of
Refer to Note 2 -Use of estimates, judgements and assumptions
and Note 7 -Business combinations.
In January 2023, The Company completed the acquisition
of 100% of the shares of Ask Gamblers Ltd for an initial
consideration of € 43.5m. Accounting for the acquisition required
a fair value exercise to assess the assets and liabilities acquired
other intangibles. € 2.8m in other assets such as cash and trade
receivables. The residual goodwill arising from this acquisition
amounted to € 12.7m.
90
Auditor's Report
Annual Report 2023
As part of our work, we performed procedures on the Group’s
valuation of assets and liabilities acquired and the methods used
for these valuations; We assessed management’s judgements
and estimate made in preparing these valuations, including the
key assumptions applied such as the growth rate and discount
rate, and the useful economic lives assigned to the intangible
assets.
We also assessed whether the accounting principles and
disclosures in the Annual Report are in accordance with IFRSs.
As a result of our work, we determined that the acquisition of
Ask Gamblers Ltd has been appropriately accounted for and
disclosed.
In November 2023, The Company completed the acquisition of
100% of the shares of Kafe Rocks Ltd for an initial consideration
of € 35m.
Accounting for the acquisition required a fair value exercise
to assess the assets and liabilities acquired including valuing
assets in respect of domains, contracts and other intangibles.
€ 3.2m in other assets such as cash and trade receivables. The
residual goodwill arising from this acquisition amounted to €
11.7m.
As part of our work, we performed procedures on the Group’s
valuation of assets and liabilities acquired and the methods used
for these valuations; We assessed management’s judgements
and estimate made in preparing these valuations, including the
key assumptions applied such as the growth rate and discount
rate, and the useful economic lives assigned to the intangible
assets.
We also assessed whether the accounting principles and
disclosures in the Annual Report are in accordance with IFRSs.
result of our work, we determined that the acquisition of Kafe
Rocks Ltd has been appropriately accounted for and disclosed.
We have no key audit matters to report with respect to our audit
Other Information
Other information consists of the information included in
the Company’s annual report other than the consolidated
are responsible for the other information. Our opinion on the
Directors Report nor the other information accompanying the
form of assurance or conclusion thereon.
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of the Board of Directors
Report and the other information we are required to report that
fact. We have nothing to report in this regard.
Responsibilities of Management for the
Financial Statements
Management is responsible for the preparation and fair
accordance with IFRS, and for such internal control as
management determines is necessary to enable the preparation
misstatement, whether due to fraud or error. In preparing the
for assessing the Group and Parent’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Group and Parent or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing
Auditor’s Responsibilities for the Audit of the
Financial Statements
Our objectives are to obtain reasonable assurance about whether
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
the economic decisions of users taken on the basis of these
As part of an audit in accordance with ISAs, we exercise
professional judgment and maintain professional skepticism
90 91
Auditor's Report
Annual Report 2023
• Identify and assess the risks of material misstatement of
or error, design and perform audit procedures responsive
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Group and
Parent’s internal control.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may
cause the Group and Parent to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
•
within the Group and the Parent to express an opinion on
responsible for the direction, supervision and performance
of the group and parent audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
Opinion on the Board of Directors Report,
Corporate Governance Report and Sustainability
Report
described above, it is our opinion that the information presented
in the Board of Directors Report, Corporate Governance Report
the going concern assumption is consistent with the consolidated
regulations.
Report on Other Legal and Regulatory Requirements
The Annual Report and Consolidated Financial statements
contains other areas required by legislation or regulation on
which we are required to report. The Board of Directors are
responsible for these other areas.
Report on compliance with Regulation on European
As part of the audit of the Financial Statements of Gaming
Innovation Group Inc. we have performed an assurance
engagement to obtain reasonable assurance about whether
been prepared, in all material respects, in compliance with
the requirements of the Commission Delegated Regulation
(EU) 2019/815 of the European Single Electronic Format (ESEF
Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements
related to the preparation of the annual report in XHTML format
report, have been prepared, in all material respects, in
compliance with the ESEF Regulation.
92
Consolidated Financial Statements
Annual Report 2023
Management’s responsibilities
Management is responsible for the preparation of the annual
report in compliance with the ESEF Regulation. This responsibility
comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to
express an opinion on whether, in all material respects, the
prepared in accordance with the ESEF Regulation. We conduct
our work in accordance with International Standards for
Assurance Engagements (ISAE) 3000 – “Assurance engagements
The standard requires us to plan and perform procedures
statements included in the annual report have been prepared in
accordance with the ESEF Regulation.
As part of our work, we performed procedures to obtain an
understanding of the Company’s processes for preparing the
XHTML- format. We evaluate the completeness and accuracy
and assess management’s use of judgement. Our procedures
include reconciliation of the iXBRL tagged data with the audited
provide a basis for our opinion.
Woodbury, New York, 30 April 2024
REID CPAs LLP
Malta (Headquarters)
@GiG Beach
Golden Mile Business Centre
Triq Id-Dragunara
St Julian’s STJ 3148
France
425 Rue Jean Rostand,
31670 Labège, Occitanie
Spain
Avenida Ricardo Soriano 21
Marbella
Malaga 29601
United States
8100 Crossways Park West
Woodbury, New York 11797
Denmark
Nannasgade 28
2200 Copenhagen N
Serbia
Askgamblers d.o.o. Beograd
Omladinskih brigada 90v
11070 Beograd, Serbia