Tabcorp Holdings Limited (ASX:TAH) announced the spin-off of Lotteries & Keno business on July 5, 2021. The demerger will create two standalone, market leading ASX-listed companies with distinct operating profiles, strategies and growth opportunities: Lotteries & KenoCo (comprising Lotteries & Keno) and Wagering & GamingCo (comprising Wagering & Media and Gaming Services). If the demerger is implemented, Tabcorp shareholders will receive Lotteries & KenoCo shares in proportion to their existing shareholding in Tabcorp, while also retaining their existing Tabcorp shares. The Board intends to facilitate the demerger of Lotteries & Keno into a separate ASX-listed entity (Lotteries & KenoCo), while Wagering & Media and Gaming Services will remain in the existing listed Tabcorp entity (Wagering & GamingCo). The demerger is expected to be implemented through a court-approved Scheme of Arrangement. Tabcorp will now commence engagement with relevant regulatory bodies and stakeholders in relation to the required approvals and consents. The business reported revenues of AUD 3.2 billion and earnings before interest and taxes of AUD 516 million for the financial year ending June 30, 2021.

Chair designate of Lotteries & KenoCo is Steven Gregg; CEO designate of Lotteries & KenoCo is Sue van der Merwe. Steven Gregg will be Chair of Lotteries & KenoCo subject to his re-election by shareholders in the meeting dated October 19, 2021 and his fellow directors, Harry Boon and Anne Brennan will also join the Board on demerger. Adam Newman will be Lotteries & KenoCo.'s Chief Financial Officer and Patrick McGlinchey will be Chief Legal and Risk Officer and Co-Company Secretary. Tabcorp Chairman Steven Gregg and the current Board of Directors of Tabcorp will oversee the implementation of the demerger, and David Attenborough will remain as Managing Director and CEO of Tabcorp until the demerger is completed. Demerger is subject to shareholder, court, regulatory, final board and other approvals. A meeting of shareholders will be held on October 19, 2021, first court meeting is scheduled for April 2022 and second court meeting is scheduled for May 2022. As of March 30, 2022, Grant Samuel, the Independent Expert appointed by Tabcorp to review the proposed Demerger, has concluded that the Demerger is in the best interests of Tabcorp shareholders and Supreme Court of New South Wales approves convening of Scheme Meeting and Directors unanimously recommend that shareholders vote in favour of the resolutions to be considered at the Scheme Meeting. Scheme meeting is scheduled to take place on May 12, 2022. Tabcorp is targeting completion of the demerger by the end of June 2022. As of October 19, 2021, the transaction is expected to be completed during May to June 2022. On May 12, 2022, Tabcorp is pleased to announce that Tabcorp shareholders overwhelmingly approved the demerger of The Lottery Corporation Limited. Tabcorp will now seek orders from the Supreme Court of New South Wales for approval which is Scheduled on May 20, 2022. On May 20, 2022, Supreme Court of New South Wales has approved the transaction. The Lottery Corporation shares are expected to begin trading on ASX on a deferred settlement basis on Tuesday, May 24, 2022. Tabcorp ( Record date is set as May 25, 2022 and completion will be on June 1, 2022). Ernst & Young Australia acted as due diligence provider to Tabacorp. Grant Samuel Group Limited acted as fairness opinion provider to Tabcorp. UBS Group AG (SWX:UBSG) and Herbert Smith Freehills LLP acted as financial & legal advisors to Tabcorp respectively.

Tabcorp Holdings Limited (ASX:TAH) completed the spin-off of The Lottery Corporation Limited (ASX:TLC) on May 23, 2022. The Lottery Corporation securities are expected to commence trading on ASX on May 24, 2022, under the ASX code ‘TLC', initially on a deferred settlement basis. The Demerger is expected to be implemented on June 1, 2022.