Betfair Group Limited (1)

Transcription

1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by Betfair Group Limited (1) ( Betfair or the Company and, together with its group undertakings, the Betfair Group or the Group ) in connection with the admission of the ordinary shares in the capital of Betfair (the Shares ) to the Official List of the United Kingdom Listing Authority (the UKLA ) and to trading on London Stock Exchange plc s main market for listed securities (the London Stock Exchange ). Copies of the prospectus will, following publication, be available from Betfair s registered office. 15JAN September 2010 Betfair Group Limited (1) Announcement of intention to list on the London Stock Exchange Betfair today announces its intention to apply for admission to the premium listing segment of the Official List of the UKLA and to trading on the main market of the London Stock Exchange ( Admission ) and to proceed with an initial public offering of Shares ( the Offer ). Betfair does not intend to issue any new Shares as part of the Offer. Betfair has a track record of sustained revenue growth and profitability and has multiple opportunities to secure future growth based on its unique, disruptive exchange platform technology and leadership in a large and growing online sports betting market. Highlights Betfair is the world s largest international online sports betting provider and the world s biggest betting community, offering a broad range of sports betting, poker and games products to more than 3 million registered customers. Launched in 2000, Betfair pioneered online person-to-person sports betting by developing a market place (the Betting Exchange ) which allows customers to bet at odds sought by themselves or offered by other customers and thereby eliminates the need for a traditional bookmaker. The Betting Exchange has fundamentally changed the sports betting market by offering customers better pricing and more choice and flexibility. This has resulted in Betfair s customers showing greater levels of loyalty than its competitors with significantly higher customer satisfaction rates. The Betting Exchange is based on proprietary technology which is capable of simultaneously matching large numbers of customers and transactions and provides a fully integrated real time clearing and settlement system. In the year ended 30 April 2010, Betfair processed on average more than 5 million transactions per day on its Betting Exchange (2) more than all European stock exchanges combined. Betfair today is separately announcing its audited results for the year ended 30 April 2010, which continue the Group s record of revenue growth and profitability. Betfair revenue grew by 13 per cent. to million with Adjusted EBITDA (3) of 53.5 million. This comprised Core Betfair revenue of million and Adjusted EBITDA of 62.2 million and Other Investment revenue of 34.9 million and an Adjusted EBITDA loss of 8.7 million. Betfair currently has a diverse shareholder base, including a group of 14 major investors holding approximately 75 per cent. of the Company s fully diluted share capital. Based on indications received to date, Betfair expects the Offer to comprise the sale by over half of the group of major shareholders, board members and management team of Shares representing at least 10 per cent. of Betfair s fully diluted share capital as at Admission. In addition to the group of major shareholders, Betfair has (1) To be re-registered as Betfair Group plc prior to Admission. (2) Including settled, matched, unmatched and void bets. (3) Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation, excluding exceptional items and equity settled share-based payments.

2 approximately 600 other shareholders, and approximately 25 per cent. of the Company s fully diluted share capital is held by shareholders who have holdings of less than 1 per cent. each. These shareholders will also be given the opportunity to sell Shares in the Offer. No indications have yet been received from these shareholders with regard to their intention or otherwise to sell Shares in the Offer. Betfair does not intend to issue new Shares as part of the Offer. The final Offer size will be confirmed prior to Admission. Summary information on Betfair At the heart of Betfair is the pioneering Betting Exchange, where customers come together in order to bet at odds sought by themselves or offered by other customers, thereby eliminating the need for a traditional bookmaker. Betfair also offers a range of other sports betting products, casino games and poker. These businesses together comprise Betfair s Core Betfair segment. Betfair owns a 73.5 per cent. holding in LMAX, which has developed an exchange platform for online retail financial trading that has evolved from Betfair s exchange technology. LMAX was originally established by Betfair in 2007 and has invested significant resources since then in developing its proprietary exchange, with a launch expected to take place in the final calendar quarter of Betfair also owns Betfair US, which comprises TVG (a licensed US horse racing wagering and television broadcasting business) and a development office in San Francisco. LMAX and Betfair US together comprise Betfair s Other Investments segment. In addition, Betfair has a 50 per cent. shareholding in Betfair Australia, a joint venture which operates a licensed betting exchange business in Australia. Betfair has twice been named the UK s Company of the Year by the Confederation of British Industry and has won two Queen s Awards for Enterprise, being recognised for Innovation in 2003 and most recently for International Trade in As at 31 July 2010, the Betfair Group employed 2,003 people, with another 143 employed by Betfair Australia. The Betfair Group owns licensed operations in the UK, Malta, Italy and the United States and (through Betfair Australia) in Australia. Further information on the Betfair Group is available at Summary Betfair results for year ended 30 April 2010 Betfair separately announced today its audited results for the year ended 30 April In a year in which Betfair undertook significant investment in its exchange platform and football brand marketing in Core Betfair, as well as further investment in LMAX and Betfair US, the results continue the Group s record of revenue growth and profitability. Group revenue increased by 13 per cent. to million and Adjusted EBITDA of 53.5 million, comprising Core Betfair revenue of million and Adjusted EBITDA of 62.2 million and Other Investments revenue of 34.9 million and an Adjusted EBITDA loss of 8.7 million. As at 30 April 2010, Betfair had million of cash and no debt. Commenting on today s announcement, David Yu, Chief Executive Officer of Betfair, said: Betfair s unique and highly sophisticated exchange platform technology is at the very heart of the Company s success in establishing itself as the world s largest international online sports betting provider. For ten years, Betfair has delivered sustained revenue growth and continued profitability, and this success, along with our debt-free balance sheet, underpins our confidence to continue investing in the many opportunities we see before us for the long-term success of the business. Commenting on today s announcement, Edward Wray, Chairman of Betfair, said: Today is an important landmark in Betfair s story, which has been characterised by extraordinary innovation, success, growth and profitability since its launch ten years ago. Becoming a publicly listed company will provide Betfair with the heightened profile and enhanced transparency that will help us cement our long-term relationships with customers, regulators and business partners around the world. 2

3 Key investment attractions of Betfair Betfair benefits from a number of key strengths that differentiate it from its competitors and which should enable the Group to take advantage of current and future growth opportunities: Unique, disruptive exchange platform technology The Betting Exchange has fundamentally transformed the sports betting market. By leveraging the internet to match customers bets through its highly sophisticated online exchange platform, Betfair has become a true internet leader. This model has enabled Betfair, within 10 years, to overtake established industry participants and become the world s largest international online sports betting provider and the world s biggest betting community. The Betting Exchange has also eliminated both the financial risk borne by a traditional bookmaker and the resulting adversarial relationship where a bookmaker can only profit if its customers lose. By contrast, Betfair earns a commission on the Betting Exchange regardless of the outcome of an event. The Betting Exchange has, in addition, consistently offered significantly better prices to customers than those offered by traditional bookmakers and has enabled product innovation, such as in-play betting. Since 2000, Betfair has committed 4.6 million man hours and invested more than 300 million in its proprietary technology platform. Leadership in a large and growing global market Betfair is the largest international online sports betting provider in an online betting and gaming market that is forecast by H2 Gambling Capital to grow to $32.6 billion at a compound average growth rate of 11 per cent. (4) between 2008 and Sports betting was the largest segment of this market in 2009 with a 43 per cent. market share. Transformational impact of the Betting Exchange model on customers The Betting Exchange not only provides customers with better value, but also more choice and flexibility than competing products. Betfair offers customers the ability to bet at odds sought by themselves or offered by other customers, to bet both in favour of ( back ) or against ( lay ) a particular outcome and to bet in-play with dynamic odds changing during the course of a sporting event. Because of its risk-free exchange model, Betfair is able to attract, retain and derive commission revenue from high value customers who are consistent winners and are, therefore, unattractive customers for traditional bookmakers. In addition, the Betting Exchange model facilitates trading and arbitraging strategies, enabling Betfair to attract customers who may not previously have been able to employ trading strategies in the sports betting market. Sustainable competitive advantages Betfair benefits from having a first mover advantage in sports betting exchanges: as the Betfair customer base and community grows, liquidity in Betfair s markets increases, offering more choice and improved prices, which in turn attracts more customers, leading to higher levels of liquidity and improved prices. This network effect makes Betfair s business model highly defensible and is enhanced by the unique ecosystem developed through Betfair s application programming interface, which allows a range of businesses and individuals to interact with, and develop applications linked to, its exchange platform technology. In addition, over the past ten years, Betfair has accumulated operational expertise and financial resources that reinforce its leadership position and provide sustainable advantages in its technology platform and processes. Growing and cash generative business model Betfair has a loyal and stable active customer base which generates both growing revenues and significant cash flow. As at 30 April 2010, Betfair had generated 355 million of operating cash flow since its launch in 2000, had approximately 151 million of net cash reserves and no debt. In addition, as at 30 April 2010, Betfair held 284 million of customer deposits. Outstanding management team with long-term outlook Betfair has a clear philosophy and culture with established principles of integrity, driven by its outstanding, experienced and passionate management team. This approach is supported by an outlook which encourages investment with the objective of securing long-term growth, and a measured and prudent regulatory policy which has enabled the development of long-term relationships with regulators and business partners. (4) Excluding State online lotteries. 3

4 Strong growth prospects underpinned by multiple opportunities The Directors believe that Betfair has multiple opportunities to secure future growth in both the short and the long-term. These opportunities include: Strong sports-led growth Based on Betfair s established position and the competitive advantages provided by the Betting Exchange, Betfair will seek to extend its leadership in sports betting through an increased focus on the high growth football market and the creation of targeted user-friendly interfaces. Cross-selling and portfolio expansion Betfair will continue to introduce innovative new products that it believes will appeal to its loyal customer base, with a focus on maximising customer lifetime value. Leveraging new channels Betfair is well positioned to take advantage of the proliferation and convergence of new product channels through ongoing initiatives in mobile, social media platforms, interactive television and the development of its application programming interface. Geographic expansion In addition to growth in new customer segments, Betfair will continue to pursue growth internationally, where its market penetration is currently lower than in the United Kingdom. This growth will be pursued in line with Betfair s measured and prudent approach to regulatory compliance and based on a commercial assessment of the cost and resource implications of entering new markets. While Europe and Australia provide potential for growth in the foreseeable future, in the longer term there may be development opportunities in some of the largest gaming markets in the world which are currently highly restricted, such as the United States, India and China. Exploiting new markets/new verticals Betfair s technology platform provides an opportunity for Betfair to move into new markets or verticals in which its exchange technology offers a potential advantage. For instance, LMAX (a subsidiary of Betfair) has developed an exchange platform for online retail financial trading that has evolved from Betfair s exchange platform technology, and is preparing for launch in the final calendar quarter of Consistent with its expansion strategy to date, Betfair will also continue to consider the full range of opportunities for acquisition and strategic investment, as well as the organic growth opportunities set out above. Each of these options will continue to be considered on its own merits as a means to help Betfair exploit growth opportunities as the fragmented online betting and gaming market consolidates and develops. Reasons for Admission The Directors believe that Admission: will assist Betfair in the development of its international operations through the enhanced transparency and reputational benefits of being a publicly listed company and will therefore enable Betfair to grow more quickly than it could as an unlisted company; will provide Betfair with the flexibility to react to a developing and consolidating online betting and gaming industry; will assist in the incentivisation and retention of key management and employees; and will provide ongoing flexibility and liquidity for existing shareholders. Details of the Offer Betfair currently has a diverse shareholder base including a group of 14 major investors holding approximately 75 per cent. of the Company s fully diluted share capital. Based on indications received to date, Betfair expects the Offer to comprise the sale by over half of the group of major shareholders, board members and management team of Shares representing at least 10 per cent. of Betfair s fully diluted share capital as at Admission. In addition to the group of major shareholders, Betfair has approximately 600 other shareholders, and approximately 25 per cent. of the Company s fully diluted share capital is held by shareholders who have holdings of less than 1 per cent. each. These shareholders will also be given the opportunity to sell Shares in the Offer. No indications have yet been received from these shareholders with regard to their intention or otherwise to sell Shares in the Offer. Betfair does not intend to issue new Shares as part of the Offer. The final Offer size will be confirmed prior to Admission. 4

5 In addition, it is intended that further over-allotment Shares will be made available by selling shareholders pursuant to an over-allotment option to cover short positions arising from over-allotments made (if any) in connection with the Offer and any sales made during the stabilisation period. All Shares will be purchased at the Offer price. Edward Wray and Andrew Black have each indicated that they intend to sell approximately 10 per cent. of their holdings in the Company in the Offer including over-allotment Shares. Each member of the group of major shareholders, and each member of Betfair s board of directors and senior management team, has been asked to enter lock-up arrangements on any shareholding retained after the Offer which will prevent them from selling further Shares for a minimum of 180 days following Admission (365 days in the case of board members and senior management). Based on the indications received to date and the expected size of Offer, Shares representing more than 60 per cent. of Betfair s fully diluted share capital as at Admission would be subject to lock-up agreements. Goldman Sachs International and Morgan Stanley & Co. International plc ( Morgan Stanley ) are acting as joint sponsors, Goldman Sachs International and Morgan Stanley Securities Limited ( Morgan Stanley Securities ) are acting as joint bookrunners of the Offer. Barclays Capital, the investment banking division of Barclays Bank PLC, ( Barclays Capital ) and Numis Securities Limited ( Numis ) are acting as co-lead managers in respect of the Offer. Contacts Betfair Media: Investors/Analysts: Tessa Murray Mark Brooker Director of Corporate Communications Director of Corporate Development Tel: Tel: Goldman Sachs International Matthew Westerman Anthony Gutman Nick Harper Tel: Morgan Stanley Henry Stewart Peter Moorhouse Anthony Kokinakis Tel: Powerscourt Rory Godson Paul Durman Roddy Cameron Tel: Notes to Editors The Directors of Betfair as at Admission will be as follows: Edward Wray (Non-executive Chairman) Edward Wray is the Company s Non-executive Chairman. He is the co-founder of the Betfair Group and was Chief Executive until 2003, after which he moved to Australia to set up Betfair s Australian joint venture. He took over as Chairman in 2006 and is now based in the UK. Prior to founding Betfair, he spent eight years at J.P. Morgan & Co. as a Vice President in the debt capital markets and derivatives area. He has been a director of Betfair since August

6 David Yu (Chief Executive Officer) David Yu is the Company s Chief Executive Officer. He joined the Betfair Group as Chief Technology Officer in 2001 and also held the position of Chief Operating Officer prior to his appointment as Chief Executive Officer in He was previously Vice President, Engineering for Alta Vista s e-commerce and International divisions. He has spent almost 20 years working in technology, mainly for internet companies. He holds an MS Computer Science from Stanford University and a BS Computer Science and Electrical Engineering from the University of California at Berkeley. He has been a director of Betfair since April Stephen Morana (Chief Financial Officer) Stephen Morana is the Company s Chief Financial Officer. He joined the Betfair Group in 2002, becoming Finance Director in July 2005 and Chief Financial Officer in September Prior to joining Betfair, he headed the UK finance team at Sapient, the NASDAQ-listed business innovator. He has been a director of Betfair since September Mike McTighe (Senior Independent Director) Mike McTighe is the Company s Senior Independent Director. Following an executive career in the medical equipment and telecommunications industries, including the chief executive role at the global operations division of Cable & Wireless plc, he holds a number of directorships, and is currently on the board of Ofcom (the UK s regulator of the broadcasting, telecommunications and wireless communication sectors) where he is Chairman of the Audit Committee. He is chairman of Pace plc, Volex Group plc and WYG plc, and is also chairman of two privately owned technology companies. During the recent past he has been a member of the audit committees of Alliance & Leicester plc and London Metals Exchange Holdings Ltd. He has been a director of Betfair since October Ian Dyson (Independent Non-executive Director) Ian Dyson is Group CEO of Punch Taverns plc and was formerly Group Finance & Operations Director at Marks & Spencer plc and Finance Director of The Rank Group plc. Prior to this he was Group Financial Controller of Hilton Group plc. He joined Hilton from Le Meridien, a division of Forte plc, where he had been Finance Director. His early career was spent with Arthur Andersen, where he qualified as a Chartered Accountant in 1986 and was promoted to a Partner of the firm in Ian was a non-executive director of Misys plc until September He has been a director of Betfair since February Josh Hannah (Non-executive Director) Josh Hannah is a founder of Betfair and was Chief Executive and co-founder of Flutter.com which merged with the Betfair Group in He is now one of the general partners of Matrix Partners. He has been a director of Betfair since February Fru Hazlitt (Independent Non-executive Director) Fru Hazlitt is Managing Director of Commercial and Online at ITV plc. Prior to this she was Managing Director of GCAP Media Plc, Chief Executive of Virgin Radio and a Managing Director of Yahoo UK and Ireland. She has been a director since March Andrew Black and Chris Batterham, who are both Non-executive Directors of Betfair, will retire as directors at the AGM to be held on 6 October Forward looking statements This announcement contains forward-looking statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations and plans of Betfair and/or its Group. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond Betfair s control and all of which are based on the Directors current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as believes, expects, may, will, could, should, shall, risk, intends, estimates, aims, plans, predicts, continues, assumes, positioned or anticipates or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are 6

7 not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or Betfair with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group s business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of Betfair and the industry in which it operates. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Betfair. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this document. The Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority. Disclaimer Neither this announcement, the publication in which it is contained nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) ( the United States ). Neither this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada or Japan or to any persons in any of those jurisdictions or any other excluded territories. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States, Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within the United States, Canada, Australia or Japan or to any national, resident or citizen of the United States, Canada, Australia or Japan. This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Offer and the distribution of this announcement and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of the Group have been, or will be, registered under the US Securities Act of 1933, as amended, and securities of Betfair may not be offered or sold in the United States absent registration or an applicable exemption from, or transaction not subject to, the registration requirements of the US Securities Act of 1933, as amended. The contents of this announcement, which has been issued by and is the sole responsibility of Betfair, have been approved solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) by Goldman Sachs International and Morgan Stanley. This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned. Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital and Numis, each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for Betfair and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Betfair for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer the contents of this announcement or any transaction, arrangement or other matter referred to herein. 7

8 In connection with the Offer, Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital, or Numis or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Betfair or related investments in connection with the Offer or otherwise. Accordingly, references in the prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital and Numis or any of their respective affiliates acting as investors for their own accounts. Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital and Numis do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital, or Numis or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. In connection with the Offer, Morgan Stanley, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Morgan Stanley is not required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither Morgan Stanley nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer. Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given. Merrill Corporation Ltd, London 10ZCB16202