JPJ : Strategic Combination of JPJ Group plc and Gamesys

RNS Number : 0948C

JPJ Group PLC

13 June 2019

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE

13 June 2019

Strategic Combination of JPJ Group plc ("JPJ" or the "Company") and Gamesys to create a world class online

gaming company

The Board of JPJ is pleased to announce that it has entered into a conditional agreement to acquire the business of Gamesys (Holdings) Limited ("Gamesys"), excluding sports brands and games, for a mixture of cash and new JPJ shares (the "Acquisition").

The Acquisition will enhance scale, creating a group which is strategically well positioned for future growth in an evolving global gaming sector. The combined JPJ and Gamesys businesses (together "the Enlarged Group") will benefit from: (i) a diversified portfolio of leading consumer brands; (ii) greater operational control through proprietary technology; and (iii) a complementary executive and operational team. The Acquisition will result in a strategically aligned Enlarged Group with a strong financial profile set to compete in an evolving marketplace.

Key highlights

• JPJ to acquire Gamesys, excluding sports brands and games, for a total valuation of c.£490 million, comprising:

• • £250 million in cash, of which £175 million is to be funded by an add-on to JPJ's existing debt facilities; and
  • 33.7 million in newly issued shares, representing c.£240 million based on the 30-day volume weighted average price of JPJ
• The Acquisition represents an estimated multiple of 7.3x Adjusted EBITDA for Gamesys for the 12 months ending December 2018
• The Enlarged Group to be renamed Gamesys Group plc
• Consideration shares to represent c.31% of the Enlarged Group, with customary lock ups from major selling shareholders
• The Enlarged Group should qualify for inclusion in the FTSE 250
• The Acquisition is expected to be double digit accretive to earnings per share in the first full financial year of ownership (FY 2020)
• Highly experienced executive management team to be drawn from both JPJ and Gamesys. It is proposed that Lee Fenton (currently CEO of Gamesys) will become the Enlarged Group's CEO and Robeson Reeves (currently COO of Gamesys) will join as the Enlarged Group's COO. Neil Goulden and Keith Laslop will remain in their current roles. Simon Wykes will assume the role of Transition Director at Completion for a 12-month period from completion of the Acquisition ("Completion")
• The Acquisition is subject to JPJ shareholder approval, customary regulatory conditions and the Gamesys Group Reorganisation, as referred to below
• Completion is expected in Q3 2019

Acquisition Rationale

• Delivering attractive financial benefits to the Enlarged Group
  o The Target Business has a history of delivering high growth with double digit growth in net revenues and Adjusted EBITDA over the past three years and has been highly cash generative.
  o The directors of JPJ (the "JPJ Directors") believe that the Acquisition will be double digit earnings accretive (before one-off transaction and integration costs) in the first full financial year following Completion.
  o The JPJ Directors expect there to be annualised cost savings from the Acquisition of single digit millions Sterling in the first full financial year following Completion.
  o The pro forma net leverage ratio for the Enlarged Group is c.3.1x. The JPJ Directors expect the Enlarged Group to de- lever significantly in the medium to long-term.
• Diversified brand portfolio with international expansion opportunities
  o JPJ will acquire a portfolio of complementary, market-leading and high growth games content and brand licences, including: Virgin Games, Virgin Casino, Monopoly Casino, and Heart Bingo.
  o The Acquisition diversifies the Enlarged Group's portfolio of brands and creates a platform for international growth, particularly with globally recognised brands in Virgin and Monopoly.
• Executive team with a track record of creating shareholder value

• • The Executive team of the Enlarged Group will be enhanced by the proposed appointments of Lee Fenton as group CEO and Robeson Reeves as group COO. Both individuals have proven track records of building and operating high growth online gaming businesses and have longstanding relationships with the existing JPJ team.
  • As a result of the Acquisition, the Enlarged Group will have in excess of 1,000 highly skilled employees with strong technology development, best in class digital marketing and data capabilities.
• Greater operational control and enhanced development capabilities
• • Following its 2015 acquisition of the Jackpotjoy brands, JPJ continued to source content, platform and operational support from Gamesys. As a result of the Acquisition, the Enlarged Group will have ownership of its technology platform and operations together with a reduced reliance on third party providers.
  • The previously planned alternative to the Acquisition was "internalisation", under which JPJ would onboard operational staff from Gamesys. Not only would this have been a significant distraction but would still have left both companies separate and potentially with conflicting strategies. The Acquisition ensures full strategic alignment, business continuity and minimisation of execution risk.
  • The Enlarged Group will also benefit from enhanced operational control as a result of technological and strategic alignment.
• Increased scale enhances player experience and profitability
• • The JPJ Directors believe that increased scale and liquidity create the conditions for a virtuous cycle leading to opportunities to increase growth and profitability.
  • Greater scale can lead to optimised marketing and campaign targeting, which increases player retention and wallet share opportunities and better positions the Company to respond to regulatory developments.
• Commitment to responsible gambling
• • The Enlarged Group will reflect the merging of two cultures, both of which are committed to promoting a culture of responsible gambling through building long term and sustainable relationships with customers.

Neil Goulden, Executive Chairman of JPJ, commented:

"This Acquisition marks an important transformational step in JPJ's growth, providing significant benefits for shareholders, employees and customers. For shareholders, we expect the Acquisition to deliver earnings accretion in the first full financial year of ownership, while our employees will benefit from the combination of two companies with a strong commitment to responsible gaming and where the greater scale will further enhance our product development and technology capabilities. Our customers will also now have an even greater choice of major brands and different games, all on one platform, creating a truly leading UK and international operator. The rationale for the acquisition of Gamesys is based on growth and both teams - at JPJ and our new colleagues joining us from Gamesys - are excited and motivated by the great opportunity which lies ahead."

Lee Fenton, Chief Executive of Gamesys and proposed Chief Executive of the Enlarged Group, commented:

"I am very excited to join the Enlarged Group as CEO. This is a strategically important transaction that adds scale and combines complementary capabilities as the competitive and regulatory environment continues to evolve. The Enlarged Group's combined brand portfolio, strategically aligned operating structure, technology capabilities and exceptional combined talent base will create significant opportunities for growth in the market."

Conference call

A conference call for analysts and investors will be held today at 3pm UK time. To participate, interested parties are asked to dial [phone] or 1 800 378-3566 in Canada, or for US shareholders 1 866 966-5335, 10 minutes prior to the scheduled start of the call using the password "JPJ" when prompted. A transcript will be made available on JPJ Group plc's website at www.jpjgroup.coma few hours after the call has finished.

Enquiries

JPJ

[phone]

Neil Goulden

Keith Laslop

Jason Holden (Investor Relations)

Macquarie Capital (Europe) Limited (Lead Financial Adviser to JPJ)

[phone]

Sung Chun

Alex Reynolds

Canaccord Genuity Limited

[phone]

(Sponsor, Co-Financial Adviser & Broker to JPJ)

George Fleet

Emma Gabriel

Berenberg (Joint Broker to JPJ)

[phone]

Chris Bowman

Mark Whitmore
Finsbury (PR Adviser to JPJ)	[phone]
James Leviton
Andy Parnis
Evercore Partners International LLP (Financial Adviser to Gamesys)	[phone]
Tiarnán O'Rourke
Harrison George

JPJ Group plc

Proposed acquisition of Reunited Target Newco Limited (the "Acquisition")

1. Introduction

JPJ today announces that it has conditionally agreed to acquire the entire issued share capital of Reunited Target Newco Limited ("Target Group Holdco"). Target Group Holdco will be the holding company of a group of companies comprising the Target Business (the "Target Group"). The Target Business is the entirety of the business, assets and liabilities currently comprised within the Gamesys Group (being Gamesys and its subsidiaries and subsidiary undertakings), except the business, assets and liabilities relating to:

1. the "Virgin Bet" branded sports betting business of the Gamesys Group and the recently acquired "Livescore" sports data and media business (together the "Residual Sports Business");
2. the non-bingo games studio and supply business of the Gamesys Group, together with a minority equity investment in a Norwegian games technology business and a minority equity investment in a US sports betting business including their respective associated assets and liabilities (the "Residual Content Business"); and
3. certain other immaterial subsidiaries of the Gamesys Group (together with the Residual Sports Business and the Residual Content Business, the "Residual Business").

In order to effect the Acquisition, the Gamesys Group will carry out a reorganisation prior to Completion (the "Gamesys Group Reorganisation"), to create the Target Group.

2. Key terms of the Acquisition

The total consideration for the Acquisition comprises:

1. £240 million payable in cash on Completion (the "Completion Consideration");
2. £10 million payable in cash to Gamesys Shareholders 30 months after Completion (the "Deferred Consideration" and, together with the Completion Consideration, the "Cash Consideration"); and
3. the issue of 33,653,846 million ordinary shares of £0.10 each (the "New JPJ Shares") (together with the Cash Consideration, the "Consideration").

On the basis of the 30-day volume weighted average price of 713 pence per ordinary share of £0.10 each in JPJ on the 12 June 2019 the implied total valuation of the Acquisition is £490 million and with a 7.3x implied Adjusted EBITDA (which has the meaning given to it in "Presentation of Financial and Other Information") multiple of the Target Business for the 12 months ending December 2018.

Following the Acquisition becoming effective, the shareholders of Gamesys (the "Gamesys Shareholders") will hold approximately 31.1 per cent. of the shares in the Enlarged Group (in addition to approximately 4.5 per cent. of the Company's share capital already held by Gamesys Shareholders).

Owing to its size, the Acquisition constitutes a "reverse takeover" for the purposes of the Listing Rules (being the listing rules made by the FCA under Part VI of FSMA) and, therefore, also requires compliance with the rules applicable to "class 1" transactions under the Listing Rules, which include obtaining the approval of JPJ Shareholders at a General Meeting which is expected to be held in July 2019 (the "JPJ General Meeting"). A combined shareholder circular and prospectus containing further information on the Acquisition, a notice convening the JPJ General Meeting and details in respect of the new shares to be issued as a result of the Acquisition will be published shortly. Following the General Meeting, the result of the shareholder vote will be announced on JPJ's website and through a regulatory information service.

In addition, also as a result of the Acquisition being classified as a "reverse takeover", JPJ will be required to de-list and apply for the JPJ listing of the existing JPJ shares in issue immediately prior to Completion (the "Existing JPJ Shares") and the listing of the New JPJ Shares ("Admission"). Subject to the satisfaction of the Conditions Precedent further described below, it is expected that the Acquisition (and Admission) will become effective in Q3 2019.

3. Acquisition Rationale

The Board of JPJ believes that the Acquisition has compelling financial and strategic rationale:

Delivering attractive financial benefits to the Enlarged Group

Over the past three years, Gamesys has delivered double digit growth in net revenues and adjusted EBITDA, underpinned by strong key performance indicators. The JPJ Directors believe that the Acquisition will be double digit earnings accretive (before one-off transaction and integration costs) in the first full financial year following the Acquisition, with significant long-term financial benefits to the Enlarged Group and its shareholders thereafter.

The JPJ Directors expect there to be annualised cost savings from the Acquisition of single digit millions Sterling, expected to be realised within the first full financial year following Completion. These are expected to be delivered from factors including reduced accommodation costs, streamlining of elements of JPJ's current UK business, and from the cancellation of the programme to internalise parts of the Gamesys business servicing JPJ, as had previously been agreed with Gamesys.

As a result of the Acquisition, pro forma net leverage for the Enlarged Group is expected to be c.3.1x and the JPJ Directors expect growth and free cash flow generation to drive de-leveraging thereafter. JPJ has a strong track record of cashflow generation, typically generating over 90 per cent. operating cash flow conversion, and the Enlarged Group is expected to have similar characteristics.

Diversified brand portfolio with international expansion opportunities

As a result of the Acquisition, JPJ will acquire an enhanced portfolio of complementary and market-leading games content and brand licences, including: Virgin Games, Virgin Casino, Monopoly Casino, and Heart Bingo. Combining these well recognised brands with JPJ Group's existing brands will create both a more diversified portfolio, which will enhance the Enlarged Group's ability to increase player retention rates, reduce cost per acquisition and increase the overall lifetime player value.

The diversified brand portfolio also offers a stronger platform for international growth, particularly with recognised global super brands such as Virgin and Monopoly. The supply of services and software to Tropicana Atlantic City Corp. ("Tropicana") pursuant to the Tropicana Licence Agreement (being the agreement between Gamesys Limited and Tropicana dated 29 July 2013) (as described below), also provides JPJ with a platform for future growth in the exciting US market.

Executive team with a track record of creating shareholder value

JPJ and the Target Business have a longstanding and collaborative track record, combined with complementary business models. As a result of the Acquisition, a significant number of highly skilled employees will join forces to create an empowered, motivated and experienced workforce.

The executive leadership of the Enlarged Group will be enhanced by the proposed appointments to the Board of Lee Fenton as group CEO and Robeson Reeves as group COO. Both individuals have proven track records of building high growth businesses in the industry. In addition, the Enlarged Group will benefit from the expertise of an enlarged senior management team below Board level, comprising executives from both JPJ and the Target Business.

The Enlarged Group is expected to have an employee base of over 1,000 and the expertise of this team will enable development of an expanded and complementary range of content, brands, products and end-markets served. The Acquisition will include the purchase of a content studio, giving the Enlarged Group the flexibility to create more of its own content in future.

Greater operational control and enhanced development capabilities

Following its 2015 acquisition of the Jackpotjoy brands, JPJ continued to source content, platform and operational support from Gamesys. As a result of the Acquisition, the Enlarged Group will have ownership of its technology platform and operations together with a reduced reliance on third party providers.

The previously planned alternative to the Acquisition was "internalisation", under which JPJ would onboard operational staff from Gamesys. Not only would this have been a significant distraction but would still have left both companies separate and potentially with conflicting strategies. The Acquisition ensures full strategic alignment, business continuity and minimisation of execution risk.

The Enlarged Group will also benefit from enhanced operational control as a result of technological and strategic alignment.

Increased scale enhances player experience and profitability

Following the Acquisition, the Enlarged Group will have a greater number of registered accounts and monthly active customers, a more diversified player community, an enhanced database and increased liquidity. The JPJ Directors believe this will create the conditions for a virtuous cycle leading to opportunities to increase growth and profitability.

Greater scale can lead to optimised marketing, faster algorithm development, richer personalisation and campaign targeting, and vibrant social chat rooms. These factors combine to increase player retention and wallet share. The increased scale of the Enlarged Group will also better position it to respond to regulatory developments.

Commitment to responsible gambling

The Enlarged Group will reflect the merging of two cultures, both of which are committed to promoting a culture of responsible gambling through building long term sustainable relationships with their customers. While our customers should be free to enjoy the fun and entertainment of our sites, we will continue to implement and develop responsible gambling measures to protect all customers, especially those at risk from potential harm.

The Enlarged Group intends to remain at the forefront of the industry's efforts to ensure player protection and keeping the customer at the heart of everything we do will remain a consistent theme.

4. Cost savings as a result of the Acquisition

The JPJ Directors expect the Enlarged Group to achieve annualised cost savings arising from the Acquisition in the sum of single digit millions Sterling, which are expected to be realised within the first full financial year following Completion.

These benefits are expected to be delivered through a number of factors:

• Under the Operating Agreement between JPJ and Gamesys (the "Operating Agreement"), the Gamesys Group provides certain operational, financial, marketing, player services and support services in respect of the Jackpotjoy, Starspins and Botemania brands to JPJ. The Operating Agreement contains previously agreed arrangements under which JPJ has been planning to acquire staff, both from the Gamesys Group and externally, together with additional office accommodation at cost levels greater than those passed through under the Operating Agreement. Following the Acquisition, elements of those additional costs will be mitigated by a more efficient provision of staff and associated infrastructure, as the Acquisition is expected to bring benefits of scale not achievable by JPJ as a standalone business. The majority of the overall cost savings are expected to derive from these elements;
• The Acquisition will provide the Enlarged Group with significant UK facing infrastructure enabling JPJ to streamline elements of its current business. This is expected to result in the Enlarged Group reducing directly related costs; and
• Certain office accommodation cost savings arising from the more efficient use of property within the Enlarged Group.

The benefits identified above could not be achieved independently as they are contingent on the Acquisition. This statement of expected cost savings relates to future actions and circumstances which by their nature involve risks, uncertainties, contingencies and other factors. As a result, the benefits referred to may not be wholly achieved, or elements of those

achieved may be materially different from those estimated.

The JPJ Directors also expect the combined expertise of both the JPJ and the Target Business management teams across various product lines, customer relationship management and marketing, will enable the Enlarged Group to deliver potential revenue synergies through effective cross-selling across a much wider brand base. However, no quantification of this potential additional benefit has yet been assessed.

5. Current trading

Revenue in the UK in the full year ending 31 December 2019 is likely to reflect the impact of the enhanced responsible gambling measures introduced by both JPJ and Gamesys in 2018, which is expected to annualise out during H2 FY2019. Thereafter, the Directors expect a resumption of stronger revenue growth across the enlarged UK business. The rapid progression in the high growth Gamesys brands underscores the JPJ's Director's optimism in being able to deliver double digit earnings accretion from the Enlarged Group in FY2020. Greater operational control through proprietary technology, diversification of JPJ's brand portfolio with growing brands, and strategic alignment across the Enlarged Group, positions the Company to deliver significant growth and, thereby, value for shareholders.

6. Summary information on Gamesys

The Target Business is a developer of platform software and bingo games for, and an operator of, real money online gaming websites and apps.

The Target Business makes available real money online slots, casino, bingo, poker (on certain UK websites and apps) and instant win games to end users:

• on a B2C basis in the UK under the websites and apps branded "Virgin Games", "Heart Bingo" and "Monopoly Casino"; and
• in partnership with Tropicana in New Jersey, USA under the websites and apps branded "Virgin Casino" (together the "Target Business Branded Sites").

The Target Business' Branded Sites are powered by technology owned by the Target Business or licensed from third parties (the "Target Business Technology Platforms") and operated and marketed by an in-house operational support and marketing execution back office team (the "Target Business Back Office"). The games content available to end users on the Target Business Branded Sites is a combination of non-bingo games developed and made available by the Gamesys Group (the "Legacy Gamesys Non-Bingo Games Content"), bingo games developed and made available by the Target Business (the "Target Business Bingo Games Content") and games developed and made available by third party games providers.

The Target Business' operations are licensed in the UK, Gibraltar, Spain and New Jersey, USA.

In April 2015, the Gamesys Group sold the Jackpotjoy Business (being the Jackpotjoy, Starspins and Botemania brands, together with associated rights in or ownership of real money and social gaming player data related to such brands, trademarks, domain names and certain other related intellectual property rights (the "Jackpotjoy Brands"), together with certain minor real money bingo led sites which it operated on behalf of third-party brand owning partners) to JPJ. The sale of the Jackpotjoy Business in 2015 did not include the sale of the Target Business Technology Platforms, the Target Business Back Office (other than a small number of employees who transferred to JPJ) or any of the Legacy Gamesys Non-Bingo Games Content or the Target Business Bingo Games Content. In connection with the 2015 sale, the Gamesys Group and JPJ entered into the Operating Agreement and a separate social operating agreement so as to allow the Jackpotjoy Business to continue to operate on the same basis following its disposal to JPJ.

The Target Business also operates the websites and apps that are made available by JPJ to end users on a B2C basis (to the "JPJ Branded Sites") on behalf of JPJ on a B2B basis pursuant to the Operating Agreement, providing end-to-end technical, marketing and operational services using, amongst other resources of the Target Business, the Target Business Technology Platforms and the Target Business Back Office. The Legacy Gamesys Non-Bingo Games Content and the Target Business Bingo Games Content are also made available on the JPJ Branded Sites pursuant to the Operating Agreement.

Following Completion, the Operating Agreement will be terminated as the Target Business Technology Platform, the Target Business Bingo Games Content, the Target Business Back Office and the related personnel and resources (other than the Legacy Gamesys Non-Bingo Games Content and related personnel and assets, which will be owned by the Residual Content Business) required to operate the JPJ Branded Sites and the Target Business Branded Sites will be acquired by JPJ pursuant to the Acquisition.

The Legacy Gamesys Non-Bingo Games Content, however, will be owned and made available by the Residual Content Business (being the non-bingo games studio and supply business of the Gamesys Group, together with a minority equity investment in a Norwegian games technology business and a minority equity investment in a US sports betting business including their respective associated assets and liabilities) which is not being acquired by JPJ pursuant to the Acquisition. As such, upon Completion, the Legacy Gamesys Non-Bingo Games Content will be made available to JPJ (including the Target Business) on an arm's length basis pursuant to the terms of the Games Licence Agreements as summarised further below.

Further information on the financial position and results of the Target Business, including pro forma financial information is contained in the Appendix.

4. What is being Acquired

The Target Business currently comprises five key aspects:

1. The Target Business Branded Sites and Tropicana Site;

1. The Target Business Bingo Games Content;

1. The Target Business Technology Platforms; IV. The Target Business Back Office; and

V. Operational Services.

1. The Target Business Branded Sites

The Target Business Branded Sites (being the websites and apps branded "Virgin Games", "Heart Bingo", "Monopoly Casino"," and "Virgin Casino") are operated by the Target Business on a B2C basis, using the Target Business Technology Platforms and the Target Business Technology Platforms (in respect of "Virgin Casino" in New Jersey, in partnership with Tropicana).