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SEAH Sports Entertainment Acquisition Corp

8.14
0.00 (0.00%)
31 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Sports Entertainment Acquisition Corp NYSE:SEAH NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 8.14 0 01:00:00

Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

12/11/2021 10:21pm

Edgar (US Regulatory)





   Analyst Day PresentationNovember 2021                     
 

 Disclaimer  2  This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed businesscombination (the “Business Combination”) between Sports Entertainment Acquisition Corp. (“SEAH”) and SGHC Limited and its subsidiaries (the “Company”). The information containedherein does not purport to be all-inclusive and none of SEAH, the Company or their respective directors, officers, stockholders or affiliates makes any representation or warranty, expressor implied, as to the accuracy, completeness or reliability of the information contained in this Presentation or any other written or oral communication communicated to the recipient inthe course of the recipient’s evaluation of SEAH or the Company. The information contained herein is preliminary and is subject to change, and such changes may be material. TheCompany’s business is subject to a number of risks that are not described in this Presentation, including those set forth in the description of forward-looking statements below and in theSummary of Risk Factors at the end of this Presentation, which are further described in the registration statement filed by Super Group (SGHC) Limited (“NewCo”) with the SEC on Form F- 4 on September 9, 2021, as amended from time to time (the “Registration Statement”), which contains a preliminary prospectus and proxy statement.This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer tosell, a solicitation of an offer to buy, or a recommendation to purchase any security of SEAH, the Company or any of their respective affiliates. You should not construe the contents of thisPresentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision.No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this Presentation.Forward-Looking Statements. Certain statements in this Presentation are forward-looking statements. Forward-looking statements generally relate to future events or SEAH’s or theCompany’s future financial or operating performance. For example, projections of future Gross Gaming Revenue, Net Gaming Revenue, EBITDA and other metrics are forward-lookingstatements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,“potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factorswhich could cause actual results to differ materially from those expressed or implied by such forward looking statements.These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SEAH and its management, and the Company and its management, asthe case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event,change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcomeof any legal proceedings that may be instituted against SEAH, the Company, the combined company or others following the announcement of the Business Combination and any definitiveagreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of SEAH, or to satisfy other conditions toclosing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtainingregulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (6) the risk that theBusiness Combination disrupts current plans and operations of SEAH or the Company as a result of the announcement and consummation of the Business Combination; (7) the ability torecognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and managegrowth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes inapplicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; (10)the possibility that SEAH, the Company or the combined company may be adversely affected by other economic, business and/or competitive factors, such as the COVID-19 pandemic; (11)the Company’s estimates of its financial performance, expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and otheradjustments; and (12) PJT Partners Holdings LP, an affiliate of PJT Partners LP, holds Class B Common Stock in SEAH through SEAH’s sponsor, as well as private placement warrants, and as aresult PJT Partners LP may have a potential conflict of interest regarding the Business Combination; (13) other risks and uncertainties set forth in the section entitled “Risk Factors” and“Cautionary Note Regarding Forward-Looking Statements” in SEAH’s final prospectus relating to its initial public offering dated October 5, 2020 and in subsequent filings with the Securitiesand Exchange Commission (“SEC”), including the proxy statement/prospectus relating to the Business Combination filed by NewCo. 
 

 Disclaimer (cont’d)  2  Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not rely on forward-looking statements, which speak only as of the date they are made. None of SEAH, the Company or NewCo undertakes any duty to update these forward-looking statements.Non-IFRS Financial Measures. This Presentation includes certain financial measures not presented in accordance with International Financial Reporting Standards or International Accounting Standards issued or adopted by the International Accounting Standards Board (“IFRS”), including, but not limited to, EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Gross Gaming Revenue and Net Gaming Revenue, in each case presented on a non-IFRS basis, and certain ratios and other metrics derived therefrom. These non-IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.The Company believes these non-IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-IFRS financial measures to investors. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS financial measures. Please refer to footnotes where presented on each page of this Presentation or to the Glossary of Terms found at the beginning of this Presentation for a reconciliation of these measures to what the Company believes are the most directly comparable measures evaluated in accordance with IFRS.This Presentation also includes certain projections of non-IFRS financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable IFRS financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable IFRS measures is included and no reconciliation of the forward-looking non-IFRS financial measures is included.Use of Projections. This Presentation contains financial forecasts with respect to the Company’s projected financial results, including Net Gaming Revenue and Gross Gaming Revenue, for the Company’s fiscal years 2021 and 2022, as well as long-term guidance. Neither the Company’s independent auditors, nor the independent registered public accounting firm of SEAH, audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including those references under “Forward-Looking Statements”. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. 
 

 Disclaimer (cont’d)  2  Industry and Market Data. In this Presentation, SEAH and the Company rely on and refer to certain information and statistics obtained from third-party sources including reports by market research firms and results of peer companies. Neither SEAH nor the Company has independently verified the accuracy or completeness of any such third-party information. You are cautioned not to give undue weight to such industry and market data.This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, (C), (R) or TM symbols, but SEAH and the Company will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.Additional Information. In connection with the proposed Business Combination, NewCo filed a Registration Statement with the SEC, which included a proxy statement/prospectus and certain other related documents, which included both the proxy statement to be distributed to holders of shares of SEAH’s common stock in connection with SEAH’s solicitation of proxies for the vote by SEAH’s stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of NewCo to be issued in the Business Combination. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. SEAH’s stockholders and other interested persons are advised to read the Registration Statement, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials contain important information about the parties to the Business Combination Agreement, the Company, SEAH and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of SEAH as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the Registration Statement, preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s web site at www.sec.gov.Participants in the Solicitation. SEAH and its directors and executive officers may be deemed participants in the solicitation of proxies from SEAH’s stockholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in SEAH is contained in SEAH’s final prospectus relating to its initial public offering dated October 5, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov. Additional information regarding the interests of such participants is contained in the proxy statement/prospectus for the proposed Business Combination, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov.The Company’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of SEAH in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the proxy statement/prospectus for the proposed Business Combination, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov. 
 

 Today’s Agenda  2  Topic  Speakers  Introduction and Transaction Summary  Eric Grubman, Chairman & CFO (SEAH) John Collins, CEO (SEAH)  Business Overview  Neal Menashe, CEORichard Hasson, President & COO  Our Winning Hand  Neal Menashe, CEORichard Hasson, President & COO  Product, Marketing & Technology  Neal Menashe, CEORichard Hasson, President & COO  Behavioral Science & Data Analytics  Spencer McNally, Data & Analytics  Global Growth Opportunities  Neal Menashe, CEORichard Hasson, President & COO  Financial Overview  Alinda van Wyk, CFOSpencer McNally, Data & Analytics  Closing Summary  Neal Menashe, CEO  Q&A  All 
 

 Neal MenasheCEO20+ years in the online gaming industryResponsible for the development and execution of the business vision, strategy and growth  Richard HassonPresident and COO10+ years in the online gaming industryResponsible for corporate development, strategy and commercial operations  Eric GrubmanChairman and CFO of SEAH Designated Chairman of Super GroupRelevant Experience:30+ yearsFormer executive at On Location Experiences (”OLE”), the NFL, and Goldman Sachs  John CollinsCEO of SEAHDesignated Board Member of Super GroupRelevant Experience:30+ yearsFormer executive at OLE, NHL, the NFL’s Cleveland Browns, and the NFL  Today’s Presenters   Super Group Management    SEAH Management   Alinda van WykCFO  20+ years in the online gaming industryResponsible for financial stewardship including financial affairs, reporting, budget setting and corporate governance  Spencer McNallyData & Analytics20+ years in the online gaming industryResponsible for data, analytics and revenue projection  2 
 

   Illustrative Gaming Companies Universe Super Group Advantage World-wide Reach and ScaleGroup licensed in 25 jurisdictions with ~3,700 employees and 2.5m+ monthly active customersDual OfferingHigh growth Betway coupled with cash generative SpinDigital DNAAsset-light business model limits capital expenditure and eliminates dependency on footfallProprietary Data Science and TechnologyGuarantees operational excellence enhancing customer acquisition and responsible monetizationHigh Growth and Profitable$350m estimated 2021 EBITDA (23% NGR margin)  SGHC is Uniquely Positioned in the Gaming Universe                                              2 
 

 Proposed Transaction Summary  8  1 Assumes no redemptions.2 Based on a per share price of $10.00.3 Post-transaction ownership excludes shares subject to earn-out and warrants.  SEAH has agreed to combine with Super Group based on a$4.75 billion pre-money equity valuationAssumes Super Group shareholders receive $465 million cash consideration and $4.29 billion of equity consideration2Transaction to be funded by up to $450 million of cash currently held in trust, and $300 million from Super Group’s balance sheet>70% of Super Group shareholders by value will retain100% of their respective pre-transaction stakesEarn-out award of up to approximately 10% of Super Group roll over equity4 to be granted to Super Group shareholders upon achievement of certain performance hurdlesAfter giving effect to the transaction, the company will have approximately $215 million of unrestricted cash with public equity currency to accelerate growthPro Forma implied EV of $4.64 billion, or 13.3x 2021E Operational EBITDAEstimated closing in December 2021 / January 2022  Illustrative Sources and Uses ($m)1Sources Uses         9.3%  4 Represents Super Group roll over equity assuming earn-out triggers are achieved.  Post-Transaction Ownership3Public Shareholders  Sponsor  88.4%SGHC Shareholders  2.3%  SEAH Cash in TrustSellers’ EquitySPAC Sponsor Shares Existing Balance Sheet Cash  $450 Cash to Selling Shareholders 4,285 Sellers’ Equity113 SPAC Sponsor Shares300 Transaction Expenses  $465 4,28511370   Cash to Balance Sheet 215  Total $5,148  Total $5,148 
 

 Key Investment Highlights    Holding company for leading online sports and online gaming with diversified global footprint  Proven ability to enter and profitably launch in new markets  Proprietary data & analytics engine drives retention and monetization  Poised to benefit from strategic entry into the U.S.  Globally recognized sports brand with proven marketing and sponsorship strategy  Strong financial profile with debt free balance sheet  Deep bench of experienced management supported by fully-scaled employee base and long-term shareholders  25  Licensed Jurisdictions (excl. U.S.)  $44bn+Wagers / Year1  26Languages Offered  17In-Country Teams  Global Sports Brand  65+Betway Brand Partnerships  $350m  Estimated 2021Operational EBITDA  31%  ’20 – ’22 Operational EBITDACAGR (excl. U.S.)  2.5m+Monthly Active Customers  11U.S. Market Access Deals  2  45%+  LTM GGR From Pre-2020Customers1  $53bnTAM at Maturity  ~3,700Employees  >70%Of shareholding by value not sellingany shares        9  1      2      3      4      5      6      7  12 months ending June 2021.DGC has secured market access deals in up to an initial 11 states, including a temporary license obtained for Arizona. Super Group has executed a definitive agreement to acquire DGC, subject to regulatory approvals and other customary closing conditions. 
 

             Neal Menashe, CEORichard Hasson, President & COO  Business Overview 
 

   Our VisionTo provide first-class entertainment to the worldwide betting and gaming community                                    Our Winning HandWorld-wide focus…to reach as many customers as possibleGlobal sports brand and multi-brand casino…to drive global awarenessData-driven…to make the best possible decisions in real timeCulture…customer centric and responsible    11 
 

 Single-brand online sportsbookGlobal footprint & market shareStrategic partnerships with teams and leagues worldwideProfitable and high-growth sports betting offering  Multi-brand online casinosEstablished market leadership in high-growth marketsData-led digital and affiliate marketing campaignsRobust free cash flow with potential for further upside      Super Group OverviewProviding first-class entertainment to the worldwide betting and gaming community for over 20 years  12 
 

 Established Global Footprint with Significant Room to Expand    13              $1.1bn NGR2      22%Europe  48% Americas  RoW 18%  HighlightsFully scaled operations with ~3,700 employees across 17 in- country teams; product offered in 26 languagesOver $44bn in wagers in the last twelve months1Licensed in 25 jurisdictions (excluding the U.S.)2020 Revenue Mix by GeographyAfrica12%    1. 12 months ended June 2021.  2. See “Reconciliation to Financial Statements in F-4 – NGR.” 
 

             $456$418  $622$492  $769  1H19  2H19  1H20  2H20  1H21  14  Net Gaming Revenue1 ($m) Average Monthly Active Customers (m)        CAGR 30%  Operating at Scale with Continued GrowthSuper Group has strong topline growth driven by global expansion and new customers            0.9  1.1  2.5  1H19  1H20  1H21  CAGR 65%    1. See “Reconciliation to Financial Statements in F-4 – NGR.” 
 

 We Are Uniquely Positioned in Global Online Gaming  15  888 Holdings pro forma for announced acquisition of William Hill International.Announced acquisition of Golden Nugget Online Gaming by DraftKings.          Pending Transaction2  1888          Digital Only           Global Footprint            Control of Tech Stack              Single Sports Brand           Online Casino Breadth             Profitable             Debt Free          
 

 16  Source: PointsBet, Rush Street Interactive, DraftKings, Entain, Flutter and Kindred based on IBES Consensus estimates as of 09-Nov-2021; Caesars and Penn National Gaming based on research reports as of 09-Nov-2021.Note: 888 Holdings and Betsson AB excluded from diagram as these do not meet required growth, profitability or market access thresholds.  We Have a Powerful Combination of Profitability and Growth            Companies with >10 U.S. Market Access dealsOnly global gaming company of scale with combination of growth and profitabilitySubstantial cash flow generationwith no debt outstandingGlobal footprint with multiple new market opportunitiesEstablished U.S. market access with proven capability to profitably enter new marketsPoised to benefit from consolidating industry 
 

 We Benefit from Strong Industry Tailwinds    Regulatory momentum globally, especially in key markets such as the United States, Canada and GermanyShift to mobile and digital gaming accelerated by COVID-19 pandemicGrowing importance of having a strong online casino offering to anchor sports betting offeringsControlling the data, analytics and tech stack that drives our marketing and operations Driving efficient customer acquisition cost through data analytics and behavioral science Increasing focus on profitability and a sustainable financial modelIndustry consolidation and strategic activity; we have a strong, debt-free balance sheet and plan to actively pursue M&A            17 
 

 Continuing to Execute on Our Growth Strategy  Strong 1H21 Operating and Financial Performance  Positive Regulatory Momentum  Now Live in Five U.S. States  Continued Engagement with Key Brand Partners  Launched in More International Markets  Continued Investment in Technology and Data Analytics to Drive Outsized Performance    18 
 

         Our Winning Hand  Neal Menashe, CEORichard Hasson, President & COO     
 

 Why Super Group has Grown Organically  20  Digital-only since day oneSingle-brand global sportsbook (10+ years)Multi-brand casino (20+ years)Control of technology stackObsession with data and analyticsUnparalleled understanding of customersROI-driven marketingHighly experienced global workforce  • 
 

 Digital Pioneers Driven by DataData is the building block of every decision Super Group takes  Data & analytics is an integral part of our DNA – it allows us to make the right decisions at the right times in the right markets  Robustness: All potential variables and scenarios are considered when making a decision  Accuracy: Data is collected in real time using best-in-class technology  Uniformity: Decisions across the group are based on the same data                  21 
 

 Data and Analytics Enhances Customer Experience  Customer-level AI identifies customer attributes and provides real time highly personalized offering  Data & analytics creates a feedback loop constantly improving offering with every customer interaction  100+ million data points analyzed per day on average      Millions of customer data points per day  Data and analytics platform    Marketing systems    Products and offering    New and Existing Customers  Feedback loop  Millions of customer data points per day      Feedback loop    22 
 

       Constant Optimization of Customer Journey  ProductMostly sport  ChurnMedium  Lifestyle  Active  DepositMedium  Customer DNA  Data & Analytics  Real-time Personalized Offers  Customer SegmentationCustomer-level AI identifies customer attributes and provides personalized bet recommendations  Data-Driven Bonus Modelling Real-time, dynamic bonus calculation based on customer behavior  BespokeData-driven bonus calculators    With data and analytics, we constantly improve the customer journey through better unit economics and decreased churn  23 
 

 Super Group is in Control of its Own Technology Stack  Super Group owns or has exclusive, long-term partnerships for all its core technology assets in all material markets  Control over technology allows alignment in roadmap, country launches and features  End-to-end integration of best-in-class technology        Web & Mobile UX/UI   Ownership In-House Exclusive 3rd party  iGaming Platform1  Sportsbook Engine  Sports Pricing, Trading and Odds  iGaming & Sports Content  PAM – Wallet, Accounts, Rewards  PAM - Payments    SGHC is in control of core technology  24  1. Exclusive, apart from one customer in the UK 
 

     Highly Experienced Global Team Operating Locally  UK / Europe / RoW    Africa / LATAM / CEE    Jackpot City    Spin Casino  Others            Super Group’s HQ management team guides the devolved divisionsBetway and Spin Group manage their respective divisions and brandsSupported by centers of excellence (such as behavioral science and marketing) that act as centralized hubs of knowledge and resourcesOur team members have a long tenure and develop specific expertise  U.S.          Super Group Management  Payments    People    Centers of ExcellenceMarketing    Data    Technology    25 
 

             Product, Marketing & Technology  Neal Menashe, CEORichard Hasson, President & COO 
 

   Our Products: Betway & Spin          20+ Casino brands  Single brand      27 
 

 Betway: High Growth Global Sportsbook  +197%Monthly Sports Bettors1  28  1. Oct-19 to Oct-21.  +129%Increase in Sports Wagering1+313%Number of betsplaced1 
 

 29  October 2021At peak timesNet gaming revenue (NGR) from new customers in their second calendar month since acquisition as percentage of NGR from the same customers in their calendar month of acquisition, averaged for all new customers acquired in the 12 months to 30 June 2021.  Spin: Best-in-Class Online Casino Content & Monetization  4 Million+Unique Monthly Offers1  ~80,000Bets Placed per Minute2  102%New Customer RevenueRetention Rate3 
 

   MGA, athird-party game offered in Spain,is essential for strong performance in that market  Global Business with Localized Offerings    The African market is dominated by parlay betting and ourin-country teams listen to our customers when deploying new offerings    We tailor our products to a variety of environments and preferences with Betway offerings including popular global sports such as cricket  30 
 

 Betway & Spin: ~50/50 Revenue Split  31        51% Spin  1. Cash flow conversion defined as Operational EBITDA less interest expense, tax expense and capital expenditures.  Betway 49%  H1 2021 NGR Contribution of Betway & Spin  ~23%H1 2021Operational EBITDA Margin  ~88%H1 2021EBITDA to FCF1 
 

 Successful and Distinct Approach to Branding and Marketing  Customer Demographics  Pure sports and esports enthusiastsHybrid customers: sports fans that also enjoy online casinoGlobal and predominantly male customer base  Key Channels  Online casino customers looking for a premium experienceGlobal customer base and balanced gender demographics  Brand Partnerships  TV/ATL  Affiliates  Digital (SEM/PPC/SEO)  Retargeting  Affiliates  Digital (SEM/PPC/SEO)  Retargeting  TV/ATL          The sports-centric Betway brand focuses on brand building and awareness for high growthSpin Group casino brands employ affiliate and digital marketing campaigns to monetize and grow a high-value customer baseThe teams benefit from the buying power of the group and share best practices  32 
 

   Betway: Focus on Single Sports Brand  Local in Targeting Builds awareness through events in high consumption markets  Personal in ApproachEmotional connectivitykey to retention  Simple in Messaging Logo-only approach drives brand resonance  33  Global in NatureCreates awareness and trustwith the largest possible audience 
 

       Spin: Focus on Digital Marketing        SEO – high ranking Google performance for targeted keywords  34  Affiliates – partnerships with key affiliates guarantee top placement  ATL – Multiple ATL campaigns with focus on key sporting events 
 

       Product Offering    Proprietary PAMs and Sportsbooks  3rd Party PAMs and Sportsbooks      Proprietary or Exclusively Licensed 3rd Party  Own Content    3rd Party Content    3rd Party Integrations    Data and Analytics EngineCore Super Group Technology      Technology Stack HighlightsProprietary data and analytics engine is overlaid acrossall core technology stacks regardless of ownershipEnsures accuracy, uniformity, and robustness of dataKey to responsible gamblingSuper Group companies operate a mix of own technology and long-term partnerships with leading third-party providers; thisIncreases speed to marketDecreases friction associated with adjusting technology stack to new marketsAgreement with one of the leading gaming software and content providers for the exclusive provision of their sportsbook  35  Super Group is in Control of its Own Technology Stack  Super Group Simplified Technology Stack 
 

 Betway: Operating Localized Technology Stacks  Africa  EuropeLong-term, exclusive relationships with third party sportsbook technology providers110-strong trading team that cover 24-hour demand globallyProfitability enhanced through risk management systems – stable ~10% trading margin  2020 Global Sportsbook KPIs1    ~374KIn-Play Events    ~7.3MMarkets Offered    ~10%Trading Margin  Proprietary sportsbook and platform built specifically for the African marketIntegrated to all major local paymentprovidersLocalized offering at scale: 200+ support staff covering 24-hour demand      36  1. Figures exclude Africa. 
 

     Behavioral & Data Science  Spencer McNally, Data & Analytics 
 

 Super Group’s Unique Operational AdvantageSophisticated behavioral science models coupled with best-in-class technology optimize and control the customer experience        Data &Analytics  Tailored sponsorship and marketing  Lower acquisition cost  Customized experiences  Increased retention, decreased churn  New Customer  Existing Customer  Monetization  Acquisition      20+ YearsMost loyal customer years of activity  38  3 – 6 monthPayback period on trackable advertising spend 
 

 Evolution of Data AnalyticsSince the 1990s our systems have evolved to responsibly engage customers with optimally entertaining and profitable experiences  CustomerSegmentation  Personalized Offerings  AI & Machine Learning  Free-Play  Customer Rebates  Simple tiered loyalty schemesMonthly cashback and other simple rewards  Wide variety of account opening offers, customized by channelBeginnings of customized retention and reactivation offers  Deep customer analysis, understanding and evaluationAccurate customer modeling and profitability prediction  Real-time analysis to drive real-time offers and interactionsOptimize for responsible engagement and entertainment  Using large data sets to drive more efficient process automation and more effective service of customer preferences    Innovating and iterating since 1990s    Leading the industry since 2000s    Best in class since 2010s  39 
 

 Our Data Analytics Gives Us Unique Operational AdvantagesData driven, scientific approach to all elements of betting and gaming that has been refined over more than 20 years    Full control overstate-of-the art technology        Sophisticated BI and analytics supports product & customer experience optimization    Personalized customer experience builds a base of high-quality, loyal customers    Detailed and extensive data provides insights on the customer lifecycle, supporting real-time, responsible interactions and interventionsHigh-quality, scalable, highly flexible teams with attention to detail and high degree of autonomy, supported by strong centers of excellence  40 
 

 …resulting in essentially worthless results for predicting customer profitability  “Optimizing” the Customer Journey – Traditional Method      >        Simplistic Segmentation                          Product  Churn  Deposit  Device      Sport  High  High  iOS      Casino  Medium  Medium  Android      Mostly Sport  Low  Low        Mostly Casino          Sup  erficial use of customer attributesallocation into buckets        for  Simplistic Frequency            New Day Day Day Lapsed Re-1 - 8 8 - 30 30+ ActivatedOverly-simplified recency metrics borrowedfrom brick & mortar loyalty schemes                    Broad Baskets  41  Outcomes  Basket 1  Basket 2  Basket 3  Basket 4  Basket 5  Overly-broadcustomer baskets  Limited range of simplistic rewards with minimal influence on customer enjoymentLimited influence on customer profitabilityMinimal influence on effective product design or discoveryZero value for responsible gambling 
 

 Optimizing the Customer Journey – Effective Method      >  …resulting in an impressive accuracy in predicting customer profitability    Customerdemographics  Marketing channels and interactions  Financial actions and outcomes  Product actions and outcomes  Responsible gambling, risk, compliance  Other customer actions and responses  Real Time Systems    Metadata transformation  Decision-making  Execution and delivery    RiskComplianceFraud    and others…  RGCustomerService  Feedback loop  Feedback loop  Product design anddiscovery  Responsible gambling  Pricing, offers, rewardsand incentives  Messaging  Customer Insights  Customer Interface    Other Systems  42 
 

   Bespoke Content and Personalized Delivery    Key toresponsible gambling    Enhancedcustomer engagement  15 million daily customer- specific recommendations        Bet Recommendation Engine Customer-level AI-driven bet recommendations      Exclusive & Enhanced ContentProprietary jackpot games  Custom MessagingCustomer-level, in-client messagingbased on live triggers  43 
 

   Market AMajority of bets are parlays with many legs and high oddsLow in-play wageringLow average bet sizeLow customer lifetime valuesMajority of customers wager on one sport only  Our Offerings Are Tailored to Each Market  Market BMajority of bets are singles at low to moderate oddsSignificant in-play wageringModerate average bet sizeModerate customer lifetime valuesAverage customer wagers on two sports or more        V  Localized offering by market      44 
 

 Data is Central to Our Safe Gaming StrategyData is used to provide an engaging entertainment experience in a safe and secure environment as well as identify potential issues  Deposit LimitsSet deposit limits for any period of time  Take A BreakSet a break period from anything from 24 hours to six weeks  Session RemindersSet a timer to help limit play  Self-ExclusionOption to self-exclude and stop gambling with us altogether              45 
 

         Global Growth Opportunities  Neal Menashe, CEORichard Hasson, President & COO     
 

   Super Group is Poised for Significant Future GrowthOur business model allows us to replicate success in new markets  $40  $28  $68  2020        $72  $53  $125  2025E        CAGR 10%  1. Proven success in entering new markets20+ years of experience in entering and scaling in new markets  2. High brand awarenessDriven by successful sponsorship and one sports brand approach coupled with multi-brand casino  3. Flexible technologyAdaptable technology stack to capture nuances of individual markets  4. Data driven approachLarge and ever-growing database to tailor experience to constantly evolving customer profiles  Global Online Betting and Gaming Revenue (GGR) ($bn)1      Online Gaming Online Betting  47  1. H2 Gambling Capital. Total interactive gaming and betting revenue as of 21-Oct-2021. 
 

   Industry Reaction to Regulation  Improved public perceptionIntroduction of gaming taxHeightened competitionIncreased marketing expense  Lower operation expenses (e.g. processing, software)Increased marketing opportunitiesAttracts larger user baseGrowth in market (TAM)Increased barriers to entry  EBITDA      Impacts of Regulation  Time  Increased benefits of regulation outweigh constraints  Short-term constraints on EBITDA    48 
 

 Strong Tailwinds from New Market Regulation        Online Gaming Sports Betting  2016ASpain  Worldwide trend towards legalization of betting and gamingBetting traditionally regulated first with gaming followingLegalization of online betting and gaming has led to market expansion in key territoriesOnline Betting and Gaming Revenue (GGR) ($bn)1        $0.4  $3.4  2010AUK  2005A  $1.8  $1.1  $5.5  2020A   $0.4   $2.9  $8.9  Online betting and gaming regulated in 2005 ~6x TAM growth 5 years post regulation~20x TAM growth to 2020A    $0.3  49  1. H2 Gambling Capital. Total interactive gaming and betting revenue as of 21-Oct-2021. Excludes Lotteries.  $0.7  $0.2  2011A  $0.4  $0.5  $0.5  $0.6  2020A  $0.8  $1.2  Online betting and gaming regulated in 2011 ~2x TAM growth 5 years post regulation~3x TAM growth to 2020A 
 

       Betway brand live in stateBetway brand due to be live by February 2022Market access agreement in place for the Betway brand pending regulation  Replicating Success in the U.S.  Super Group has executed a binding, definitive agreement to acquire US-based Digital Gaming Corporation (“DGC”), subject to regulatory approvals and other customary closing conditions; DGC is already licensed in multiple US states and is applying for licenses in others  50        Market access in the US through DGC.Where legally allowed based on local state and provincial regulations.  Market access in up to 11 US States1with plans to operate across N. America2  Leverage partnerships with global sportsbrands       
 

 Additional Opportunities to Further Scale the CompanyA public listing establishes a U.S. equity currency that will help facilitate additional growth opportunities  51  Tuck-in M&A  Strategic Partnerships  Enter New Markets      Ability to use our public currency to execute on our acquisition strategyAcquire companies with high value technologyAcquire B2C online casino and sports betting companies in key regional markets  Commercial comfort for new partnersAbility to offer partners non-cash consideration in commercial deals  Leverage brand and successfully penetrate new markets  ConsolidatingIndustry    Public currency allows Super Group to participate in today’s active M&A environment 
 

             Alinda van Wyk, CFOSpencer McNally, Data & Analytics  Financial Overview 
 

 Continued Strong Momentum in H1  53  GGR$1.08bn  Free Cash Flow Conversion88%  Monthly Active Customers2.5m+  +34%1H20 – 1H21  +56%1H20 – 1H21  +86%1H20 – 1H21  +18%FY2020 – 1H21  +127%1H20 – 1H21  NGR$769m  EBITDA$179m 
 

 Exceptional Growth in Active Customers in Recent Years  ~186%Increase since Q1 2019  Average Monthly Active Customers (m)      0.9  54  0.9  1.0  1.2  1.3  1.0  1.7  2.1  2.62.4  Q3 2020  Q2 2020  Q3 2019  Q1 2019  Q2 2019  Q4 2019  Q1 2020  Q4 2020  Q1 2021  Q2 2021 
 

       Loyal and Engaged Customer Base while Growing                                                                                                    27%  24%  24%  23%  20%  17%  15%  14%  12%  11%  19%  17%  16%  14%  12%  11%  9%  8%  7%  6%  36%  27%  22%  20%  18%  14%  14%  11%  9%  8%  18%  32%  38%  43%  34%  22%  20%  17%  14%  12%  16%  37%  42%  50%  39%  30%  19%  33%            2020  2017  2019  2018  Pre-2017  1Q19    2021  55  2Q19  3Q19  4Q19  1Q20  2Q20  3Q20  4Q20  1Q21  2Q21  Gross Gaming Revenue (GGR) by Cohort  +14%2Q18 – 2Q19  Consistent GGR Growth QoQ  +14%2Q19 – 2Q20  +19%2Q20 – 2Q21 
 

           $50  $245  Benefits of Operating Leverage  Our organic growth is driven by both new and existing markets; we consider all acquisitions, but assume only organic growth1Estimated Net Gaming Revenue ($bn) Estimated EBITDA ($m)  56  Note: Derived from BAU model, excludes DGC and investment in the U.S. Historic numbers reported in EUR and converted to USD at the average monthly exchange rate.Blended yearly EUR:USD of 1.20 (2019), 1.14 (2020), 1.22 (2021 & 2022)1. BAU refers to “business as usual.” Super Group explores potential acquisitions, but BAU model assumes no inorganic growth.          $0.9  2021E  2019A  2022E  2020A  $1.1  $1.5+  $1.7+      CAGR 25%  29%  35%  13%  Super Group % YoY Growth  2021E23%43%  2019A  2020A22%390%  2022E  $420+  $350  % of NGR  25%20%  % YoY Growth  6%        CAGR 103% 
 

 Highly Scalable Platform Drives Operating Leverage  57  Line Item  Type of Cost  %Cost Base  Operating Leverage  Commentary  Direct ExpensesGaming tax, license costs and other taxProcessing & fraud costs Software feesOther  Variable  42% - 46%    Gaming taxes and license costsSecurity and processing of deposits and withdrawalsSoftware fees paid to content and product providers  MarketingAffiliates, non-affiliate marketing, sponsorships / LED  Variableand Fixed  31% - 35%    Marketing by channel: acquisition, retention, search optimization, digital and affiliates, brand marketing and sponsorships  General and Administrative ExpensesStaffTechnology and infrastructureLegal, regulatory, consulting Other operational costs  Fixed  21% - 25%    Staff costsProfessional service (legal, regulatory audit, licensing)Technology and infrastructure costs             
 

 Strong and Efficient Free Cash Flow Conversion  58  Operational EBITDA    Less: Interest Expense  Debt-free balance sheet with no financing obligations  Less: Tax Expense  Super Group is domiciled in a low-tax jurisdiction  Less: Capex=  Mix of third-party and owned technology reduces capex requirements  Free Cash Flow  Enables pursuit of M&A or return capital to shareholders          ~75% cash flow conversion in 20201  1. Cash flow conversion defined as Operational EBITDA less interest expense, tax expense and capital expenditures.  Super Group generates strong free cash flow conversion that directly benefits our shareholders  ~88% cash flow conversion in H1 20211 
 

     Neal Menashe, CEO  Closing Summary 
 

 60  Global reach and scaleUnique mix of high growth and profitabilityAsset-light business modelData-driven, customer-centric digital businessControl of best-in-class technologyFinancial flexibility with solid balance sheetInstant value creation from the SEAH/SGHC combined team and benefits of public status  Investment Summary 
 

             Q&A 
 

         Appendix     
 

 Detailed Pro Forma Share Count  63  Total Capitalization  Shares (m)  Super Group pre-closing holders1  428.5  Conversion of SEAC common stock2  45.0  Conversion of SEAC warrants3  11.3  Shares issued and outstanding  484.8      Additional Securities  Shares (m)  Assumption of SEAC warrants4 (strike price: $11.50)  22.5  Earnout shares I (earnout trigger: $11.50)5  11.6  Earnout shares II (earnout trigger: $12.50)5  11.6  Earnout shares III (earnout trigger: $14.00)5  23.3  Total Additional Securities  69.0  1 Assumes Super Group shareholders receive $465m of cash consideration and $4.29bn of equity consideration, based on a $4.75bn pre-money equity valuation and $10 share price.2 5m shares issued in exchange for 45m Class A shares of SEAC issued as part of units in SEAC’s IPO.3 11.3m shares issued in exchange for 11.3 Class A shares of SEAC to be issued immediately prior to the closing of the business combination upon automatic conversion ofSEAC’s outstanding Class B common stock into Class A shares of SEAC.4 22.5m shares issuable on exercise of outstanding SEAC warrants assumed as part of the business combination; each warrant with a strike price of $11.50.5 Payable if, at any time during the period beginning on the date of the business combination agreement and ending on the five year anniversary of the closing, the closing shareprice equals or exceeds the earnout trigger for 20 trading days in any 30 consecutive trading day period. 
 

 Financial Information  64  (in $ millions)  FY2019A2  FY2020A2  FY2021E  FY2022E  NGR  $874  $1,114  $1,500+  $1,700+  Other Revenue1  43  63  80  83  Total Revenue  917  1,177  1,580+  1,783+  % NGR Growth    27.5%  34.6%  13.3%  Operational EBITDA3  50  245  350  420+  % NGR Margin  5.7%  22.0%  23.3%  24.7%  % Growth    390.0%  42.9%  20.0%  Note: Derived from BAU model, excludes DGC and investment in the U.S. Historic numbers reported in EUR and converted to USD at the average monthly exchange rate. Blended yearly EUR:USD of 1.20 (2019), 1.14 (2020), 1.22 (2021 & 2022)1. Brand fee.2. Change in NGR and Operational EBITDA from April 2020 Investor Presentation due to audit adjustments.3. Operational EBITDA excludes unrealised FX gains / losses, and exceptional and extraordinary charges not relating to the operations of the business. 
 

 Reconciliation to Financial Statements in F-4 – NGR  1 Discrepancies due to rounding error.  65  (in millions)  FY2020A  H12021A  Comments  F-4 NGR (EUR)  €908  €667    F-4 NGR (USD)  $1,040  $804    (+) Entity consolidation or disaggregation  144  11  Investor presentation assumes full year consolidation of all relevant entities into Super Group  (+) Audit Adjustments  ($6)  2  Relating to the audit and other financial adjustments that were ongoing at the time of publishing initial investor presentation. Bonus adjustments and exclusion of countries not considered part of Super Group going forward strategy  (-) Other Revenue  ($63)  (46)  Brand fee. Not part of NGR, albeit part of Revenue  Investor Presentation NGR  1,1141  7701    Note: Excludes DGC and investment in the U.S. All values reported in EUR and converted to USD at daily rates, resulting in a 2020 blended yearly weighted-average rate of 1.14 and H1 2021 of 1.21. 
 

 Reconciliation to Financial Statements in F-4 – EBITDA  1 Discrepancies due to rounding error.  66  (in millions)  FY2020A  Comments  F-4 EBITDA (EUR)  €181    F-4 EBITDA (USD)  $206    (+) Entity consolidation or disaggregation  55  Investor presentation assumes full year consolidation of all relevant entities into Super Group  (+) Audit Adjustments  (1)  Relating to the audit and other financial adjustments that were ongoing at the time of publishing initial investor presentation. FX adjustments, net goodwill adjustments, capitalisation of development costs, and exclusion of countries not considered part of Super Group going forward strategy  Investor Presentation Operational EBITDA  $2591    (+) Audit Adjustments  (14)  Relating to the audit and other financial adjustments that were ongoing at the time ofpublishing initial investor presentation. Mostly relating to capitalization adjustments  Operational EBITDA  $245    Note: Excludes DGC and investment in the U.S. All values reported in EUR and converted to USD at daily rates, resulting in a 2020 blended yearly weighted-average rate of 1.19. The rate differs from the weighted-average rate for NGR owing to revenue flows over time being relatively uniform with relatively stable growth, whereas certain significant expenses occur or are accounted for on a more sporadic basis. H12021A not shown as EBITDA not included as part of revised F-4. 
 

 Glossary of Terms  Term  Definition  Super Group  Holding company for leading global sports betting and gaming business Betway, a premier online sports betting brand, and Spin, a multi- brand online casino offering. All financial and operational metrics are presented on a pro-forma basis to show a like-for-like comparison with forecasts that assume the consolidated group structure as at closing  Financial Results  Actual results are unaudited. Super Group is in the process of completing full audits which will be finalized before closing of the transaction  $  United States Dollar (USD)  Wagers  Gross dollar value of bets made on Super Group’s various sports and casino platforms  GGR  Gross Gaming Revenue; Gross dollar value of bets less payouts  NGR  Net Gaming Revenue; GGR less bonuses, progressive jackpot contributions, VAT and GST  Monthly Active Customers  Number of unique customers who placed a wager in a month  Cohort  Customers acquired during a specific period (usually a month)  ROI  Return on Investment; Current value of investment less cost of investment all divided by cost of the investment  DGC  Digital Gaming Corporation (‘DGC’) has secured market access deals in up to an initial 10 states.Super Group has executed a definitive agreement to acquire DGC, subject to regulatory approvals and other customary closing conditions  67 
 


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