Super Group & Sports Entertainment Acquisition to Combine

SGHC Limited (“SGHC”, “Super Group” or the “Company”) has entered into a definitive agreement with Sports Entertainment Acquisition Corp. , a publicly traded special purpose acquisition company, to bring its leading global online sports betting and gaming group to the U.S. public markets.

The group’s successful sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets, while its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and customized customer experience.

The combination with SEAH will give Super Group access to the capital markets and a strong platform to accelerate its global growth strategy, as well as expansion into the fast-growing U.S. online sports betting and gaming market.

Neal Menashe, CEO of Super Group, said: “We have established our group as a truly global, scaled and profitable digital gaming business, delivering on our vision to bring first-class entertainment to the worldwide betting and gaming community. Becoming a public company will give us the tools to continue to grow our leading product and technology offering and deliver a strengthened brand-driven marketing strategy.”

“This listing will position us strongly to capitalize on the significant global growth opportunities ahead ‒ including in the U.S. market ‒ enabling us to further expand our robust, loyal and engaged customer base. In Eric and John, we have found the perfect partners with expertise across sports, entertainment and public markets to help us navigate our next phase of growth.”

Eric Grubman, Chairman of the Board of Directors of SEAH, said: “Super Group is an online gaming and betting powerhouse with a track record of global growth and a strong balance sheet. Super Group’s core DNA is rooted in digital technology, which drives its unparalleled expertise in data and analytics. Neal and Super Group’s diverse and multi-talented global team have a great playbook for how to successfully launch and achieve profitable growth in new markets, and we look forward to partnering closely with them on this exciting next chapter as a public company.”

Proven Success of Entry into New Markets

Through its tailored marketing, global brand strategy and technology the group has a proven track record of profitably entering and building leadership positions in key markets across the globe. It is licensed in 23 jurisdictions around the world, excluding the U.S.

Betway currently has more than 60 brand partnerships with many teams, leagues and sport personalities across the globe. These include some of the world’s leading sports franchises, such as the U.S. NBA teams Chicago Bulls, Golden State Warriors, Brooklyn Nets and LA Clippers; English Premier League football team West Ham United; and Ninjas in Pyjamas, the Esports team.

Super Group is ideally placed to capitalize on the forecast growth in the global online betting and gaming market, which is expected to exceed $100 billion by 2025, according to H2 Capital.

Targeting the fast-growing U.S. market, Super Group has entered into an agreement to acquire Digital Gaming Corporation (“DGC”), subject to obtaining customary regulatory approvals. DGC has the exclusive right to use the Betway brand in the U.S. and has secured market access for online sports betting and gaming in up to an initial 10 U.S. states including Pennsylvania, New Jersey, Colorado, Indiana and Iowa. DGC’s first bet in the U.S. was taken in March 2021.

Super Group’s U.S. growth plans will be complemented by Eric Grubman and John Collins who bring with them a wealth of experience and relationships within the broader U.S. sports and entertainment ecosystem. In addition, the group will continue the roll out of its offerings on a global basis including the launch in multiple new licensed territories in 2021.

Key Transaction Terms

The combined company intends to apply to list its shares on the New York Stock Exchange (“NYSE”) under the new ticker symbol “SGHC”. Upon closing of the transaction, the combined company will operate under the name Super Group.

SEAH has agreed to combine with Super Group based on a $4.75 billion pre-money equity valuation. Assuming no redemptions by SEAH’s shareholders: (i) the transaction will deliver approximately $450 million of cash (currently held in trust) to the combined company; (ii) Super Group’s existing shareholders will hold approximately 88% of the shares in the combined company on closing; and (iii) the group will have approximately $200 million in cash on its balance sheet on closing.

Shareholders comprising more than 70% of Super Group’s equity will not be selling any shares and will roll their entire equity positions into the public company. The boards of directors of Super Group and SEAH have unanimously approved this transaction.

The transaction requires the approval of shareholders of SEAH, is subject to other customary closing conditions and is expected to close in the second half of 2021.