Revised Transaction Structure to Acquire DynamicOdds
- $2.5M of the total consideration payable as completion payment in cash by 31 August 2018 (inclusive of $150k non-refundable deposit already paid), with transfer of shares upon receipt of funds.
- Deferred payment of $4.5M of the total consideration payable to CDK in cash by 30 June 2019.
- Additional performance payments between $0 - $3M may be payable to CDK dependent on first 12 months EBIT.
- Dynamic Odds current staff to continue in the business for a minimum 3 years under an agreed Services Agreement
The Parties have now executed a share sale agreement in respect of the purchase of 100% of the shares in DynamicOdds ("DO Shares") and a share sale agreement in respect of the purchase of 100% of the shares in CDK ("CDK Shares").
The BetMakers CEO, Todd Buckingham, commented: "This is a great result to finalise the DynamicOdds agreement including a long-term services agreement with the key employees. The team have done an amazing job with the business and we look forward to working with them under the BetMakers group."
DynamicOdds CTO, Karl Begg, responded: "We are very pleased to be working with the BetMakers group in the next phase of our business. With the acquisition of both DynamicOdds and Global Betting Services, BetMakers is set to become the key player in the industry both in Australia and globally."
Key Terms of the Revised Transaction
TBH has agreed to purchase the DO Shares and the CDK Shares on the following key revised terms:
1. on 1 August 2018, TBH paid to the shareholders of DO ("DO Shareholders") a non-refundable deposit of AUD$150,000. Previously TBH was required to pay the full AUD$1.5m at completion of the transaction;
2. on 31 August 2018 ("Completion"), TBH must pay a total of $2.35m made up from:
a. AUD $1.35m in cash to the DO Shareholders in consideration for the acquisition of the DO Shares; and
b. AUD $1m in cash to the shareholder of CDK ("CDK Shareholder") in consideration for the acquisition of the CDK Shares;
3. Completion is conditional upon the satisfaction or waiver of the following conditions precedent:
a. the parties executing the:
i. share sale agreement in respect of the sale of the DO Shares to TBH;
ii. share sale agreement in respect of the sale of the CDK Shares to TBH; and
iii. services/management agreement for the provision of management services to DynamicOdds ("Services Agreement");
b. the DO Shareholders transferring certain motor vehicles to an entity other than DO;
c. the DO Shareholders and the CDK Shareholder procuring repayment of any loans or indebtedness due by them (or their associates) to DO and CDK (respectively); and
d. the DO Shares and the CDK Shares being free of any encumbrances;
4. On 30 June 2019 ("Deferred Payment Date"), TBH must pay to the CDK Shareholder AUD$4.5m in cash ("CDK Deferred Payment");
5. On 31 October 2019 ("Performance Payment Date"), TBH must pay to the CDK Shareholder a performance payment ("CDK Performance Payment") to be calculated as at 31 August 2019 ("Calculation Date") as follows:
a. if the operating profit of DynamicOdds (calculated as earnings before interest and taxes) ("EBIT") for the period from 1 September 2018 to the Calculation Date ("Performance Period") is less than AUD$1.25m, the CDK Performance Payment will be nil;
b. if the EBIT for the Performance Period is equal to or greater than AUD$1.25m but less than AUD$1.5m, the CDK Performance Payment will be AUD$1.5m; or
c. if the EBIT for the Performance Period is equal to or greater than AUD$1.5m, the CDK Performance Payment will be AUD$3m;
6. TBH has the discretion to pay the CDK Performance Payment to the CDK Shareholder in cash, via the issue of ordinary shares in the capital of TBH ("TBH Shares") or a combination of both. If any or all of the CDK Performance Payment is paid in TBH Shares, the TBH Shares will be valued at the greater of:
a. the 15-day VWAP immediately prior to the Performance Payment Date; and
b. AUD$0.10 per TBH Share;*
*Subject to the CDK Shareholder (or nominee) not having a relevant interest in more than 19.99% of the total issued share capital of TBH.
7. if TBH wishes to sell the DO Shares or the CDK Shares before the Performance Payment Date , TBH must first offer those shares for sale to the DO Shareholders and the CDK Shareholder (respectively) and, in any event, TBH cannot transfer the DO Shares or the CDK Shares before the Performance Payment Date ("Pre-emptive Rights Provisions");
8. if TBH fails to discharge the CDK Deferred Payment or the CDK Performance Payment by the Deferred Payment Date or the Performance Payment Date (respectively), or breaches the Pre-emptive Rights Provisions, TBH must transfer the DO Shares and the CDK Shares back to the DO Shareholders and the CDK Shareholder (respectively) and shall not be entitled to any refund of the amounts paid in respect of DO Shares and the CDK Shares to date;
9. Dynamic IT Group Pty Ltd ("Dynamic IT") (or its nominee) will no longer be issued 10m unquoted options over TBH Shares on Completion;
10. under the Services Agreement, Dynamic IT will provide system management and development, and accounts administration services ("Services") to DynamicOdds for a period of 3 years from Completion ("Term") for a total fee of AUD$500,000 (plus GST) per annum ("Fee");
11. DynamicOdds must not engage any contractor other than Dynamic IT to provide the Services during the Term, unless a related body corporate of DynamicOdds. If DynamicOdds engages another contractor as permitted, Dynamic IT must still be paid the Fee; and
12. the Services Agreement may be terminated by mutual consent, upon 3 months' notice in writing by either party or for cause.
Update to GBS transaction
Further to the announcement released on 18 July 2018, TBH advises that its wholly-owned subsidiary, BetMakers DNA Pty Ltd ("BetMakers DNA") is currently progressing its due diligence investigations in respect of Global Betting Services Pty Ltd ("GBS") and GBS's parent company ("Parent"), which is a condition precedent to completion of the sale of 100% of the shares in the Parent ("Shares") to BetMakers DNA.
The parties are also currently renegotiating the composition of the purchase price of the Shares ("Purchase Price"), including restructuring the ability for the Purchase Price to be paid in cash and/or ordinary shares in TBH. For the avoidance of doubt, the total value of the Purchase Price, being $10million, will not change.
TBH will update the market of any material changes in accordance with its continuous disclosure obligations.
About The Betmakers Holdings Limited
The Betmakers Holdings Limited (ASX:TBH), (OTCMKTS:TPBTF) (FRA:T07) formerly TopBetta Holdings Limited, is an ASX-listed holding company and a global provider of online wagering products and services to both wholesale and retail markets through its various wholly owned subsidiaries. The Company operates a retail wagering business, offering consumers wagering, fantasy tournament and content products and services. Global Tote Australia Pty Ltd conducts TBH's Wholesale Business, which includes operating and licensing its wholesale tote product which enables licensed wagering operators, including corporate bookmakers and tote operators from all over the world, to participate in global pools. The Wholesale Business is conducted under a B2B licence granted by the UK Gambling Commission to Global Tote Limited, a company incorporated in Alderney, UK.
The Betmakers Holdings Limited