The proceeds from the Offering will be used to redeem in full the €400 million in aggregate principal amount outstanding under the Floating Rate Notes due 2028 issued by Allwyn Entertainment Financing (UK) plc, to pay costs, fees and expenses incurred in connection with the Offering, and for general corporate purposes. A substantial portion of the proceeds is expected to be swapped to floating rate EUR.

The Company is providing this trading update ahead of the announcement of its preliminary unaudited financial results for the three months ended 31 March 2024, which will take place on 7 June 2024. No update is provided for the Greece and Cyprus segment (OPAP).

Although the financial results for the three months ended 31 March 2024 are not yet available, this trading update reflects the Company’s current expectations regarding a range of certain financial metrics for the three months ended 31 March 2024, compared with the same period ended 31 March 2023. Please see “Cautionary statement” below.

Trading update: Solid start to 2024

Allwyn’s Revenue from gaming activities (GGR) increased significantly year-on-year in Q1 2024, with solid GGR momentum across most markets, reflecting our continued focus on driving organic growth, in addition to a full quarter of contribution from the United Kingdom segment.

In Austria, GGR continued to progress year-on-year in the quarter, supported by a strong performance in iGaming. In the Czech Republic, GGR growth remained dynamic, up a double-digit percentage year on year on a constant FX basis, with growth across all major products; FX represented a headwind of 6pp, resulting in mid-single-digit percentage growth on a reported basis. In the United Kingdom, GGR was flat year-on-year on a constant FX and comparable presentation basis [1], with Numerical Lotteries outperforming.

Adjusted EBITDA growth was a mid-single-digit percentage year-on-year in Q1 2024, with low single digit percentage Adjusted EBITDA growth and a broadly stable Adjusted EBITDA margin excluding the United Kingdom segment and Allwyn LS Group. In the prior year, the previous operator of the UK National Lottery, Camelot UK, was consolidated from 5 February 2023 and Allwyn LS Group was consolidated from 3 March 2023.

The development in Adjusted EBITDA was supported by strong growth in the contribution from equity method investees, which was partially offset by higher costs in some segments, in particular reflecting marketing campaigns in relation to new product launches and sports events, and somewhat higher personnel cost incurrence in the quarter. In the United Kingdom, the result reflected strong performance in January, which was the last month of the previous UK National Lottery licence, followed by substantially lower profitability in February and March, with the start of the next licence on 1 February 2024 and the introduction of a new incentive and profitability mechanism.

CAPEX was €45.0 million in Q1 2024, €20.5 million higher year-on-year, with the increase relating to higher investment in the United Kingdom, in support of Allwyn’s plans to transform the UK National Lottery, with other segments’ CAPEX at a similar level to the prior year.

Net debt (including leases) was €3,050-3,150 million as of 31 March 2024, with cash outflows in Q1 2024 including a €250.0 million loan to Allwyn AG for further distribution to its shareholder, working capital effects, and dividends to minorities.

Selected preliminary unaudited financial data

€ millions	Q1 2024	Q1 2023
Revenue from gaming activities (GGR)	2,000-2,050	1,588.9
Adjusted EBITDA	355-365	346.7
CAPEX	45	24.5

€ millions	31/3/2024
Net debt (including leases)	3,050-3,150
Net debt (including leases) / LTM Adjusted EBITDA	2.0x-2.1x

Robert Chvatal, Allwyn CEO, commented:

“2024 has started well, with trading broadly in line with our expectations at the start of the year, reflecting good operational and financial performance and our ongoing focus on the delivery of our growth strategies. Solid momentum in GGR growth continued in the first quarter, during which Allwyn successfully started the next 10-year licence period of the UK National Lottery, while we have delivered further progress in Adjusted EBITDA. Allwyn remains well positioned for 2024 and for the next chapters of its growth story.”

Financing and key strategic developments in Q1 2024

Agreement to acquire a majority stake in Instant Win Gaming (IWG)

In February 2024, Allwyn announced an agreement to acquire a 70% ownership interest in IWG, to enhance the Group’s content offering. IWG is a leading supplier of online instant games to lotteries and works with more than 25 national and state lotteries around the globe, having a strong North American presence.

IWG reported EBITDA of £18.2m for the financial year ending 30 April 2023.

The transaction is anticipated to close in the second half of 2024, subject to the satisfaction of customary closing conditions.

Allwyn financing arrangements

In March 2024, the Company increased the size of its syndicated bank loan with accordion facilities of €500.0 million, due in 2030. Concurrent with signing the accordion facilities, the Company cancelled £188.8 million of undrawn commitments under a £380.0 million (€444.4 million equivalent) multi purpose facility available under the syndicated bank loan. In March 2024, the Company drew €240.0 million under the accordion facilities.

Distribution to Allwyn AG

In February 2024, the Company provided a loan of €250.0 million to its parent company Allwyn AG for further distribution to its shareholder.

Greece and Cyprus: OPAP share buyback programme

In October, OPAP initiated purchases under a share buyback programme of up to €150.0 million. As of 31 March 2024, OPAP had purchased shares amounting to 1.08% of total shares outstanding, for total consideration of €62.9 million. As a result, Allwyn’s interest in OPAP increased to 50.98% as of 31 March 2024.

Key developments after the end of Q1 2024

Distribution to Allwyn AG

In April 2024, the Company provided a loan of €50.0 million to its parent company Allwyn AG for further distribution to its shareholder.

Italy: Memorandum of understanding to maintain partnership for upcoming licence tender

Allwyn and IGT Lottery S.p.A. have entered into a memorandum of understanding regarding Lottoitalia S.r.l., the joint venture responsible for managing the Italian Lotto licence, for both shareholders to maintain their partnership for the upcoming Lotto licence tender. It is expected that Allwyn will maintain its 32.5% equity ownership and IGT Lottery, Arianna 2001, and Novomatic Italia will maintain their 61.5%, 4%, and 2% share, respectively, with IGT serving as the principal operating partner. The Italian Lotto, and its associated games 10eLotto and MillionDAY, are deeply rooted in tradition and are among the most popular and successful games in Italy, with annual ticket sales of about €8 billion.

Q1 2024 Preliminary unaudited results and conference call

The Q1 2024 Preliminary Results Press Release will be published and available on the Allwyn International website on Friday, 7 June 2024.

Allwyn’s conference call to discuss the results will be held on the same day at 3.00pm CET. The conference call will also be available via webcast.

Conference call and webcast details: France: + 33 (0) 170918711 Germany: + 49 (0) 692 2224 493
UK Freefone: + 44 (0) 800 368 1063 UK Direct: + 44 (0) 20 3059 5872 US: + 1 516 447 5632 Webcast link: Link

For further information, please contact:

Investor Relations [email protected]

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[1] Q1 2023 financial data for the United Kingdom segment disclosed in prior releases, which includes the part of the year prior to the start of consolidation of Camelot UK, is not comparable, as FY 2023 data on this basis includes 53 weeks in the United Kingdom segment.

Cautionary statement

Although the financial results for the three months ended 31 March 2024 are not yet available, the information provided in this document reflects the Company’s current expectations regarding the range of certain financial metrics for the three months ended 31 March 2024 compared with the same period ended 31 March 2023. This information is based solely on currently available information, which may be subject to adjustment in the financial statement closing process, which could lead to changes to financial information that would cause the actual results to be different from current expectations. As a result, the information in this document is subject to risks and uncertainties and investors should not place undue reliance on this information. In addition, the information provided herein is insufficient to achieve an understanding of the Company’s financial condition, and investors should therefore refer to the forthcoming preliminary financial results for the quarter ended 31 March 2024.

Definitions and abbreviations

In this document: “Allwyn LS Group” refers to Allwyn North America Inc. and its subsidiaries, and Allwyn Lottery Solutions Limited and its subsidiaries “Camelot UK” refers to Camelot UK Lotteries Limited “LTM” refers to last twelve months “OPAP” refers to OPAP S.A. and its subsidiaries

Further information

From time to time, subject to market conditions, the Company (directly or through a subsidiary) may engage in bond repurchase transactions in the open market or in privately negotiated transactions. From time to time, subject to market conditions, the Company (directly or through a subsidiary) may acquire shares of OPAP in the open market or in privately negotiated transactions. The Company regularly evaluates its financing and other strategic options on an opportunistic basis taking into account prevailing market conditions, which may include potential private funding and public capital markets transactions at any time. Use of proceeds for such transactions may include, among other things, acquisitions, increases of stakes in our existing businesses, refinancing of upcoming maturities, repayment of revolving credit facilities and dividends or other distributions to shareholders.

Alternative performance measures (“APMs”)

This document contains certain unaudited financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. For example, in this document, we present non-IFRS financial measures such as Adjusted EBITDA, CAPEX, and Net debt (including leases), which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets.

We define: Adjusted EBITDA as “profit before tax from continuing operations” before “finance cost, net,” “depreciation and amortization,” “impairment of tangible and intangible assets including goodwill,” “restructuring costs,” “gain from remeasurement of previously held interest in equity method investee” and “other gains and losses” adjusted, as our management deems relevant, for significant one-off items, non-operating items and business development costs; CAPEX as additions to tangible and intangible assets reduced by the changes in liabilities arising from the acquisition, i.e. on cash basis; Net debt (including leases) as “External loans and borrowings” less “Cash and cash equivalents” plus “Lease liabilities”.

As there are no generally accepted accounting principles governing the calculation of non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and therefore you should exercise caution in comparing these measures as reported by us to such measures or other similar measures as reported by other companies. An investor should not consider these non-IFRS measures (a) as a substitute for operating results (as determined in accordance with IFRS) or as a measure of our operating performance, (b) as a substitute for cash flow from or used in operating, investing and financing activities (as determined in accordance with IFRS) or as a measure of our ability to meet cash needs or (c) as a substitute for any other measure of performance under IFRS. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition. Even though the non-IFRS financial measures are used by management to assess our financial position, financial results and liquidity and these types of measures are commonly used by investors, they have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our financial position or results of operations as reported under IFRS.

Comparability of information

All financial information is presented on comparable basis, including effects of any restatements or changes in presentation described in the latest annual accounts on the currently presented comparative period.

Disclaimer

This document does not represent an offer, constitute or form part of, and should not be construed as an advertisement, an offer or an invitation to subscribe for or to purchase securities of the Company or its subsidiaries or affiliates from time to time. The preliminary unaudited results for the three months ended 31 March 2024, are an estimate, based on information available to management as of the date of this release, and are subject to further changes upon completion of the Company’s standard quarter end closing procedures. This update does not present all necessary information for an understanding of the Group’s financial condition as of the date of this release, or its results of operations for the three months ended 31 March 2024. As the Company completes its quarter end financial close process and finalises its interim financial statements for the quarter, it will be required to make significant judgments in a number of areas. It is possible that the Company may identify items that require it to make adjustments to the financial information set forth above and those changes could be material. The Company does not intend to update such financial information prior to release of its final interim financial statements.

This announcement does not form, and should not be construed as, the basis of any credit analysis or other evaluation, an investment or lending recommendation, advice, a valuation or a due diligence review. This announcement may include forward-looking statements regarding certain of our plans and our current goals, intentions, beliefs and expectations concerning, among other things, our future results of operations, financial condition, liquidity, prospects, growth, strategies, pending acquisitions or other transactions, financing plans and the industries in which we operate. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Generally, but not always, words such as “may,” “could,” “should,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “assume,” “believe,” “plan,” “seek,” “continue,” “target,” “goal,” “would” or their negative variations or similar expressions identify forward-looking statements. By their nature, forward-looking statements are inherently subject to risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that the Group’s actual results of operations, financial condition and liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if our results of operations, financial condition and liquidity and the development of the industries in which we operate are consistent with the forward-looking statements contained in this document, those past results or developments may not be indicative of results or developments in future periods.

We do not undertake any obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this document.

No warranty or representation of any kind, express or implied, is or will be made in relation to, and to the fullest extent permissible by law, no responsibility or liability in contract, tort, or otherwise is or will be accepted by us or any of our directors, officers, employees, advisers or agents, or any other party as to the accuracy, completeness or reasonableness of the information contained in this announcement, including any opinions, forecasts or projections. Nothing in this document shall be deemed to constitute such a representation or warranty or to constitute a recommendation to any person to acquire any securities. Any estimates and projections in this announcement were developed solely for our use at the time at which they were prepared and for limited purposes which may not meet the requirements or objectives of the recipient of this announcement. Nothing in this document should be considered to be a forecast of future profitability or financial position and none of the information in the document is or is intended to be a profit forecast or profit estimate. The financial statements included this announcement have not been subject to any review or audit process by our independent auditors and may be subject to change after a review or audit process.

We are not providing advice (whether in relation to legal, tax or accounting issues or otherwise). You should receive legal, tax, accounting and any other necessary advice from your advisors in relation to the contents of this announcement.

This announcement has not been approved by any regulatory authority and does not represent financial statements within the meaning of applicable Czech or other law.