RUNNINGBALL ACQUISITION INVESTOR PRESENTATION

Transcription

1 RUNNINGBALL ACQUISITION INVESTOR PRESENTATION

2 TRANSACTION HIGHLIGHTS Proposed acquisition of RunningBall group, a leading provider of real-time sports data to the online sports betting sector Consideration based on 9x 2012 full year EBITDA, maximum consideration 120m, minimum consideration 101m - 50m Perform equity and 20m cash on closing - Deferred consideration paid in April 2013 based on 2012 full year outturn Consolidates and enhances Perform s market-leading position in the supply of live content to the high-growth in-play sports betting sector Creates new product and revenue opportunities for Goal.com, Soccerway.com and other direct-to-consumer brands Highly accretive on a revenue, EBITDA and EPS basis Step change opportunity with significant scale benefits Proposed acquisition constitutes a Class One transaction due to size conditional on shareholder approval In line with acquisition strategy set out at IPO 2

3 STRATEGIC RATIONALE COMPLETING THE DIGITAL SPORTS JIGSAW B2C PRODUCTS B2B PRODUCTS CAPABILTY BACKGROUND LIVE VIDEO VOD EDITORIAL STATISTICS LIVE DATA ORGANIC ORGANIC ORGANIC & Goal.com GSM RunningBall 3

4 MARKET OVERVIEW RunningBall is a key supplier to a fast growth sector with significant future growth potential In-play now majority of online sportsbook (non-horse racing) turnover and the major driver of growth for the big online players: bet365, bwin, Unibet and Sportingbet Unibet: Sports Betting Turnover ( m) Q1 to 2011 Q2 m Pre-game betting In-play betting Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q2 Source: Gambling Data estimates, Company data. Sports betting turnover is before deduction of free bets 4

5 BACKGROUND TO Founded in 2006, headquartered in Switzerland, with operational centres in Austria, Portugal, Cyprus and Malaysia A network of over 1,100 freelance scouts in over 70 countries delivered real-time sports data from over 35,000 football and basketball matches to 39 licensees in 2011 Online sportsbooks use Runningball s data to trade, in-play, significant volumes of sports events by supporting traders and feeding into automated trading platforms Quality real-time data has been critical to the growth of in-play revenues for sportsbooks Quality and scale of scout network and ease and speed of data transmission to the end customer are key barriers to entry Very strong management team, below the founder, with unique skill base joining Perform Limited competition in the market no.2 player Betradar typically delivers less data and slower data 5

6 HIGH GROWTH, HIGH MARGIN BUSINESS 000 YEAR ENDED 31 DECEMBER 2009 YEAR ENDED 31 DECEMBER 2010 YEAR ENDED 31 DECEMBER CAGR Revenues 7,647 13,440 16,144 45% EBITDA 1,857 4,130 7,247 98% Operating profit 1,612 3,592 6, % Profit before tax 1,600 3,565 6, % Profit after tax 1,426 3,197 5, % EBITDA margin 24% 31% 45% 37% Customers typically pay a fixed fee for a minimum number of events across the contract period, contracts typically run for between 1 and 2 years and then revert to rolling notice period of 1 to 3 months, customers are not required to take all events 2012 contracted revenues are 14m, with a further 4m either on a rolling notice period or out of contract but paying on a regular basis 14 licensees are existing customers of Watch&Bet and 18 existing customers of Watch&Trade 6

7 STRONG KPI GROWTH 40,000 35,000 30,000 25,000 20,000 15,000 10, Matches Scouted Revenue '000 Licencees 5,

8 DRIVING FURTHER GROWTH IN Increase the number of licensees Increase the average number of events currently acquired by existing licensees currently only a small proportion take all 35,000 live events Increase number of sports and events covered basketball, snooker, darts and ice hockey are the key focus for 2012 and 2013 Upsell new visualisation product that graphically represents elements of the match directly from RunningBall data Upsell RunningBall to existing Watch&Bet and Watch&Trade licensees not currently licensing the product 8

9 NEW GROWTH OPPORTUNITIES Combine real-time data with Goal.com s strong editorial and video content to increase user traffic on match days and deliver additional revenues Improve real-time data quality on Soccerway.com, Sportal.com.au and Spox.com to increase user traffic and revenues Enhance Perform s existing data business GSM by adding real-time data to its core data product, to upsell to its existing 193 licensees Launch new Watch&Trade product, fully integrating real-time data and video Offer Watch&Bet consumers the chance to receive a real-time data feed to complement the existing video product 9

10 OPPORTUNITY Goal.com is the no.1 football site in the world but misses out on weekend traffic due to limited live content Loses weekend market share to livescore.com, that has inferior data to RunningBall Major opportunity to combine Goal.com s traffic and brand with RunningBall s real-time data to grow traffic, revenue and market share 10

11 11 BETA DESIGNS FOR GOAL LIVE

12 DEAL TERMS Deal terms: Consideration based on 9 x 2012 full year EBITDA Maximum consideration 120m Minimum consideration 101m 50m Perform equity and 20m cash on closing Between 31m and 50m deferred consideration paid in April 2013 based on full year outturn Founder (Hans Thomas Gross) will remain as CEO and President of the business until end of 2012 and then act as a consultant for 2013 core operational management will participate in Perform PSP scheme from m of equity to be issued approx. [13.5] million shares based on average closing mid market price and euro:sterling exchange rate of the 30 previous trading days New debt facility put into place with Bank of Ireland and RBS: Existing term facility ( 11m outstanding) will be included in the new facility and will amortise quarterly until March 2014 New 30m term loan, available for drawdown from signature, repaid quarterly from September 2013 to March 2016 New 20m RCF, available from signing, bullet repayment in March

13 DISCLAIMER This document, which has been issued by Perform Group plc ( Perform ), comprises written materials for a presentation to investors concerning the proposed acquisition of RunningBall Holding AG ( RunningBall ), to be effected through the acquisition of RunningBall s two immediate holding companies (the Proposed Acquisition ). This document, the presentation and any related materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities in Perform nor shall they or any part of them nor the fact of their distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. Perform shareholders are advised to read carefully the formal documentation in relation to the Proposed Acquisition once it has been despatched. Any response to the proposals should be made only on the basis of the information in the formal documentation to follow. This document is not an offer of, or solicitation of an offer to purchase, securities in the United States and the new ordinary shares which will be issued in connection with the Proposed Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the New Ordinary Shares has been, or will be, applied for in any jurisdiction other than the UK. This document and its contents, the presentation, any related materials and their contents are strictly private and confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part by any medium or in any form, for any purpose. The presentation is only being made in the United Kingdom to (and this document and any related materials are intended for distribution only in the United Kingdom to): (i) persons who have professional experience in matters relating to investments failing within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order ); or (ii) high net worth entities and other persons to whom it can otherwise lawfully be communicated falling within Article 49 of the Order, all such persons in (i) and (ii) together being referred to as relevant persons. The presentation is being made on a confidential basis and this document and any related materials are furnished to you solely for your information. By attending the presentation and/or accepting this document and/or any related materials, the attendee/recipient confirms that he or she is a relevant person. The presentation, this document and any related materials may not be acted on or relied on by persons who are not relevant persons. Any investment activity to which the presentation relates will be available only to relevant persons and will be engaged in only with relevant persons. If you are not a relevant person you should not attend the presentation and should immediately return any materials relating to that meeting currently in your possession. Recipients of this document should not base any behaviour in relation to qualifying investments or relevant products (as defined in the Financial Services and Markets Act 2000 ( FSMA ) and the Code of Market Conduct made pursuant to FSMA) which would amount to market abuse for the purposes of FSMA on the information in this document until after the information has been made generally available. Nor should the recipient use the information in this document in any way which would constitute market abuse. This document is being supplied to you solely for your information and for use at Perform s presentation to investors in connection with the Proposed Acquisition. No information made available to you in connection with the presentation may be passed on, copied or reproduced, in whole or in part, or otherwise disseminated, directly or indirectly, to any other person. The contents of this document are to be kept confidential. If the Proposed Acquisition does not proceed to announcement, the information in this document and any draft research based upon such information must be kept confidential and not used for any other purpose. Some of the information in this document or any related materials or given at this presentation is still in draft form and has not been legally verified and will only be finalised at the time of publication of any class 1 circular in connection with the Proposed Acquisition. The information set out herein and in any related materials and given at the presentation is subject to updating, completion, revision, verification and amendment, and such information may change materially. Perform is under no obligation to update or keep current the information contained in this presentation, to correct any inaccuracies which may become apparent, or to publicly announce the result of any revision to the statements made herein except to the extent they would be required to do so under applicable law or regulation, and any opinions expressed herein, in any related materials or given at the presentation are subject to change without notice. This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms believes, estimates, plans, projects, anticipates, expects, intends, may, will, or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding Perform s intentions, beliefs or current expectations concerning, among other things, Perform and its group s (the Group ) results of operations, financial position, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group s operations, financial position and liquidity, and the development of the markets and the industry in which the Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations, financial position and the development of the markets and the industry in which the Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as of their respective dates, reflect the Group s current view 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 operations, results of operations and growth strategy. Subject to the requirements of the Financial Services Authority, the London Stock Exchange, the Listing Rules and Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, the Group explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this document that may occur due to any change in the Perform s expectations or to reflect events or circumstances after the date of this document. No statement in this document is intended as a profit forecast or profit estimate and no statement in this document should be interpreted to mean that the earnings per share of the Group, as enlarged by RunningBall, or Perform or RunningBall for the current or future financial periods will necessarily match or exceed the historical or published earnings per share of Perform or RunningBall. By attending this presentation and/or accepting a copy of this document and/or any related materials, you agree to be bound by the foregoing provisions, limitations and conditions and, in particular, you have represented, warranted and undertaken that: (i) you are a relevant person and you will observe the foregoing provisions, limitations and conditions and (ii) you have read and agree to comply with the contents of this disclaimer including, without limitation the obligation to keep the information given at the presentation and this document and its contents confidential. 13