Form CB/A Aspire Global Inc. Filed by: NeoGames S.A.

May 19, 2022 8:31 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 1)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
 
Securities Act Rule 801 (Rights Offering)
Securities Act Rule 802 (Exchange Offer)
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)
Exchange Act Rule 14e-2(d) (Subject Company Response)
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)
   
Aspire Global PLC
(Name of Subject Company)
 
N/A
(Translation of Subject Company’s Name into English (if applicable))
 
Malta
(Jurisdiction of Subject Company’s Incorporation or Organization)
 
NeoGames S.A
(Name of Person(s) Furnishing Form)
 
Ordinary shares
(Title of Class of Subject Securities)
 
N/A
(CUSIP Number of Class of Securities (if applicable))
 
Moti Malul
Chief Executive Officer
63-65, rue de Merl
L-2146 Luxembourg, Grand
Duchy of Luxembourg
Tel: +972-3-607-2571

(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
 
April 27, 2022
(Date Tender Offer/Rights Offering Commenced)
 

PART I – INFORMATION SENT TO SECURITY HOLDERS
 
Item 1. Home Jurisdiction Documents

(a) The following documents are attached as exhibits to this Amendment No. 1 to Form CB:

Exhibit
Number
 

(b) Not applicable.

Item 2. Informational Legends

A legend complying with Rule 802(b) under the U.S. Securities Act of 1933, as amended, is included in each of the documents supplemented by the documents referred to in Exhibits 99.1 and 99.2.

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
 
Not applicable.
 
PART III – CONSENT TO SERVICE OF PROCESS
 
NeoGames S.A. submitted to the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X dated April 27, 2022.
 

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
NeoGames S.A
     
 
/s/ Moti Malul
 
Name:
Moti Malul
 
Title:
Chief Executive Officer
 
Date: May 19, 2022
 


Exhibit 99.1

SUPPLEMENT TO THE PROSPECTUS – 18 May 2022

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW.

This document (the “Supplement”) is a supplement to the prospectus dated 26 April 2022 (the “Prospectus”) in connection with the a public offering of Swedish depository receipts (the “SDRs”) in Sweden in the context of the public takeover offer in Sweden submitted by NeoGames S.A. (“NeoGames or the “Company”) regarding all shares in Aspire Global plc (“Aspire”). The Prospectus has been approved by the Swedish Financial Supervisory Authority (the “SFSA”) as the competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) on 26 April 2022. The decision number of such approval is FI Dnr 22-7101.

The definitions used in this Supplement have the same meaning as in the Prospectus, unless otherwise stated. This Supplement constitutes a part of the Prospectus and should be read together therewith.

This Supplement is prepared due to the announcement of NeoGames’s unaudited consolidated interim financial information as at and for the three months ended 31 March 2022 (the “Interim Financial Information”) on 11 May 2022.

The Interim Financial Information is hereby incroporated by refence into the Prospectus. The section “Documents Incorporated by Reference into this Prospectus” on page 145 of the Prospectus is updated accordingly as presented below.

This Supplement has been prepared pursuant to Article 23 of the Prospectus Regulation. This Supplement has been approved on 18 May 2022 by the SFSA as the competent authority under the Prospectus Regulation.

This Supplement has been prepared pursuant to Article 23 of the Prospectus Regulation. This Supplement has been approved on 18 May 2022 by the SFSA as the competent authority under the Prospectus Regulation. The decision number of such approval is FI Dnr 22-13916.
 
Only investors who have already agreed to subscribe for any SDRs in the Offer under the Prospectus before this Supplement was published shall have the right, exercisable within three working days after the publication of this Supplement, to withdraw their acceptances. Such investors can exercise their right of withdrawal pursuant to Article 23(2)(a) of the Prospectus Regualtion during the period from publication of this Supplement up to and including 23 May 2022. The right of withdrawal cannot be exercised after said date. To be valid, such withdrawal must have been received in writing by Mangold (at the address Engelbrektsplan 2, 114 34 Stockholm, Sweden) no later than on 23 May 2022.


TABLE OF CONTENT
 

 
2

SUPPLEMENTS TO THE PROSPECTUS
 
Supplements to the section “Summary”
 
Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Summary” is supplemented as follows:
 
1)
The following texts are inserted as the sixth and seventh paragraphs under the section entitled “Summary – Section B - Key information on the issuer of the underlying shares – Who is the issuer of the underlying shares? – The identity of the issuer’s key managing directors and auditor” on page 5 of the Prospectus:
 
The interim financial information of the Company as at and for the three months ended 31 March 2022 and as at and for the three months ended 31 March 2021 have been prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with the International Financial Reporting Standards (the “IFRS”) as issued by the International Accounting Standards Board (the “IASB”). This interim financial information should be read in conjunction with the aforementioned annual financial statements and notes thereto filed on 14 April 2022 and 16 April 2021, respectively. They do not include all of the information required for a complete set of financial statements prepared in accordance with the IFRS or in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the IASB.
 
The interim financial information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under the IFRS for annual financial statements or interim financial information.
 
2)
The following text is inserted to replace the first paragraph of the section entitled “Summary – Section B - Key information on the issuer of the underlying shares – What is the Key Financial Information Regarding the Company – Key financial information?” on page 5 of the Prospectus:
 
The following tables set out a summary of selected consolidated financial information of the Company as at and for the three months periods ended 31 March 2022 and 31 March 2021, and for the years ended 31 December 2021, 2020 and 2019. The interim financial information as at and for the three months ended 31 March 2022 and as at and for the three months ended 31 March 2021 have been prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with the IFRS as issued by the IASB. The financial statements as at and for the year ended 31 December 2021, 2020 and 2019 have been prepared in compliance with the IFRS as issued by the IASB.
 
3)
The following tables are inserted to replace the tables contained in the section entitled “Summary – Section B - Key information on the issuer of the underlying shares – What is the Key Financial Information Regarding the Company – Key financial information” on pages 5 to 6 of the Prospectus:
 
Selected financial information from the consolidated statement of profit or loss for the periods indicated.
 
   
For the 12-month periods ended
31 December
   
Year-end report for 1 January –
31 December
   
For the 3-month periods ended
31 March
 
   
audited
   
unaudited
   
unaudited
 
   
2021
   
2020
   
2019
   
2021
   
2020
   
2022
   
2021
 
   
(USD’000)
 
Revenue
   
50,463
     
49,202
     
33,062
     
50,463
     
49,202
     
13,250
     
13,349
 
Net and total comprehensive income (loss)
   
4,652
     
6,514
     
(3,978
)
   
4,652
     
6,514
     
(893
)
   
3,950
 
Profit (loss) from operations          
   
(1,157
)
   
11,633
     
5,310
     
(1,157
)
   
11,633
     
(2,157
)
   
2,171
 

3

Selected financial information from the consolidated statement of financial position at the dates indicated.
 
   
As at
31 December
   
As at 31 December
   
As at
31 March
 
   
audited
   
unaudited
   
unaudited
 
   
2021
   
2020
   
2019
   
2021
   
2020
   
2022
   
20211
 
   
(USD’000)
 
Total assets
   
115,755
     
94,585
     
33,175
     
117,328
     
94,585
     
94,889
     
98,992
 
Total liabilities
   
55,961
     
43,764
     
38,783
     
57,534
     
43,764
     
35,394
     
43,955
 

1 Comparative figures for the three months period ended 31 March 2021 have been derived from the Company’s press release titled “NeoGames Announces First Quarter 2021 Results” published on 13 May 2021.
 
Supplements to the section “Presentation of Financial and Other Information”
 
Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Presentation of Financial and Other Information” is supplemented as follows:
 
1)
The following texts are inserted to as the first and second paragraphs of the section entitled “Presentation of Financial and Other Information – Financial Statements and other data in the Prospectus – Financial information” on page 41 of the Prospectus:
 
This Prospectus includes interim financial information of the Company for the three months period ended 31 March 2022 and for the three months period ended 31 March 2021 prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with the International Financial Reporting Standards (the “IFRS”) as issued by the International Accounting Standards Board (the “IASB”). This interim financial information should be read in conjunction with the aforementioned annual financial statements and notes thereto filed on 14 April 2022 and 16 April 2021, respectively. They do not include all of the information required for a complete set of financial statements prepared in accordance with the IFRS or in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the IASB.
 
The interim financial information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under the IFRS for annual financial statements or interim financial information.
 
Supplements to the section “Capitalisation and Indebtedness”
 
Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Capitalisation and Indebtedness” is supplemented as follows:
 
1)
The following table is inserted to replace the table contained in the section entitled “Capitalisation and Indebtedness -– Working capital statement” on page 49 of the Prospectus:
 
Total current debt (including current portion of non-current debt)
   
-
 
Guaranteed
   
-
 
Secured
   
-
 
Unguaranteed / unsecured
   
-
 
Total non-current debt (excluding current portion of non-current debt)
   
13,287
 
- Guaranteed
   
-
 
- Secured
   
13,287
 
- Unguaranteed / unsecured
   
-
 
Shareholder equity
   
59,495
 
- Share capital
   
45
 
- Legal reserve(s)
   
59,450
 
- Other reserves
   
-
 
Total
   
72,782
 
 
4

A Cash
   
40,932
 
B Cash equivalents
   
-
 
C Other current financial assets
   
-
 
D Liquidity (A + B + C)
   
40,932
 
E Current financial debt (including debt instruments, but excluding current
portion of non-current financial debt)
   
-
 
F Current portion of non-current financial debt
   
-
 
G Current financial indebtedness (E + F)
   
-
 
H Net current financial indebtedness (G - D)
   
(40,932
)
I Non-current financial debt (excluding current portion and debt instruments).
   
13,287
 
J Debt instruments
   
-
 
K Non-current trade and other payables
   
1,158
 
L Non-current financial indebtedness (I + J + K)
   
14,445
 
M Total financial indebtedness (H + L)
   
(26,487
)

Supplements to the section “Selected Historical Financial Information”
 
Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Selected Historical Financial Information” is supplemented as follows:
 

1)
The following texts are inserted to replace the first and the second paragraphs of the section entitled “Selected Historical Financial Information” on page 51 of the Merger Prospectus:
 
The following tables set out selected consolidated historical financial information of the Company as at and for the three months period ended 31 March 2022 and 31 March 2021, and as at and for the years ended 31 December 2021, 31 December 2020 and 31 December 2019.
 
The  interim financial information as at and for the three months ended 31 March 2022 and as at and for the three months ended 31 March 2021 have been prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with International Financial Reporting Standards (the "IFRS") as issued by the International Accounting Standards Board (the “IASB”). This interim financial information should be read in conjunction with the aforementioned annual financial statements and notes thereto filed on 14 April 2022 and 16 April 2022, respectively. They do not include all of the information required for a complete set of financial statements prepared in accordance with the IFRS or in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the IASB. The interim financial information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under the IFRS for annual financial statements or interim financial information. The consolidated financial statements as at and for the years ended 31 December 2021, 31 December 2020 and 31 December 2019 have been prepared in accordance with the IFRS as issued by the IASB. Profit or loss accounts are presented and analyzed by their nature rather than their function within the entity as such method provides reliable and more relevant information on the Company's operations.
 
5


2)
The following tables are inserted to replace the corresponding tables contained in the section entitled “Selected Historical Financial Information” on pages 51 to 52 of the Prospectus:
 
Statements of profit or loss
 
Selected financial information from the consolidated statement of profit or loss for the periods indicated.
 
   
For the 3-month periods ended
31 March
   
For the 12-month periods ended
31 December
 
   
2022
   
2021
   
2021
   
2020
   
2019
 
   
($ ‘000) / (unaudited)
   
($ ‘000) / (audited)
 
Revenue
   
13,250
     
13,349
     
50,463
     
49,202
     
33,062
 
Distribution expenses
   
2,465
     
2,646
     
9,889
     
6,685
     
4,252
 
Development expenses
   
2,542
     
2,238
     
9,428
     
7,452
     
6,877
 
Selling and marketing expenses
   
521
     
278
     
1,549
     
1,483
     
1,981
 
General and administrative expenses
   
3,704
     
2,661
     
12,300
     
7,496
     
4,957
 
Initial public offering expenses
   
-
     
-
     
-
     
2,796
     
-
 
Prospective acquisition related expenses
   
2,221
     
-
     
3,841
     
-
     
-
 
Total operating expenses excluding depreciation and amortization
   
11,453
     
7,823
     
37,007
     
25,912
     
18,067
 
                                         
Depreciation and amortization
   
3,954
     
3,355
     
14,613
     
11,657
     
9,685
 
                                         
EBITDA
   
5,684
     
9,370
     
25,902
     
24,683
     
11,071
 
Interest expenses with respect to funding from related parties
   
1,640
     
1,184
     
4,811
     
4,343
     
3,792
 
Finance income
   
-
     
-
     
-
     
(21
)
   
(53
)
Finance expenses
   
499
     
224
     
1,501
     
747
     
382
 
The company’s share in profits (losses) of Joint Venture
   
3,887
     
3,844
     
12,446
     
1,393
     
(3,924
)
Profit (loss) before income taxes expenses
   
(409
)
   
4,607
     
4,977
     
7,957
     
(2,735
)
Income taxes expenses
   
(484
)
   
(657
)
   
(325
)
   
(1,443
)
   
(1,243
)
Net and total comprehensive income (loss)
   
(893
)
   
3,950
     
4,652
     
6,514
     
(3,978
)

Statement of financial position
 
Selected financial information from the consolidated statement of financial position at the dates indicated.
 
   
As at 31 March
   
As at 31 December
 
   
2022
     
20211
     
2021
     
2020
     
2019
 
   
($’000) / (unaudited)
   
($’000) / (audited)
 
ASSETS
                                     
NON-CURRENT ASSETS
                                     
Restricted deposit
   
154
     
156
     
154
     
164
     
150
 
Restricted deposits – Joint Venture
   
3,848
     
3,773
     
3,848
     
3,773
     
2,000
 
Property and equipment
   
2,870
     
1,322
     
2,159
     
1,301
     
849
 
Intangible assets
   
23,877
     
18,892
     
22,354
     
17,835
     
14,413
 
Right-of-use assets
   
7,689
     
2,758
     
7,882
     
3,127
     
4,688
 
Deferred taxes
   
2,075
     
250
     
1,839
     
211
     
130
 
CURRENT ASSETS
                                       
Cash and cash equivalents
   
40,932
     
63,272
     
66,082
     
59,767
     
6,016
 
Designated cash
   
-
     
-
     
167
     
-
     
-
 
Restricted deposit
   
5
     
12
     
9
     
12
     
138
 
Prepaid expenses and other receivables
   
3,393
     
2,863
     
2,494
     
1,446
     
905
 
Due from Aspire Group
   
608
     
324
     
1,483
     
56
     
296
 
Due from the Michigan Joint Operation and NPI
   
3,641
     
3,051
     
3,560
     
3,192
     
250
 
Trade receivables
   
5,797
     
2,319
     
3,724
     
3,701
     
2,737
 
TOTAL ASSETS
   
94,889
     
98,992
     
115,755
     
94,585
     
33,175
 

6

   
As at 31 March
   
As at 31 December
 
   
2022
     
20211
     
2021
     
2020
     
2019
 
   
($’000) / (unaudited)
   
($’000) / (audited)
 
LIABILITIES AND EQUITY
                                     
                                       
EQUITY
                                     
Share capital
   
45
     
44
     
45
     
44
     
21
 
Reserve with respect to transaction under common control
   
(8,467
)
   
(8,467
)
   
(8,467
)
   
(8,467
)
   
(8,467
)
Reserve with respect to funding transactions with related parties
   
20,072
     
20,072
     
20,072
     
20,072
     
16,940
 
Share premium
   
71,862
     
68,608
     
70,812
     
68,608
     
22,788
 
Share based payments reserve
   
5,567
     
4,173
     
6,023
     
3,907
     
2,967
 
Accumulated losses
   
(29,584
)
   
(29,393
)
   
(28,691
)
   
(33,343
)
   
(39,857
)
                                         
NON-CURRENT LIABILITIES
                                       
Capital notes, loans and accrued interest due to Aspire Group
   
-
     
-
     
-
     
17,739
     
14,987
 
Loans and other due to Caesars, net
   
13,287
     
11,223
     
12,899
     
10,666
     
-
 
Company share of Joint Venture net liabilities
   
778
     
1,077
     
830
     
1,025
     
-
 
Lease liabilities
   
7,767
     
1,423
     
7,820
     
1,855
     
3,382
 
Accrued severance pay, net
   
380
     
388
     
286
     
384
     
276
 
                                         
CURRENT LIABILITIES
                                       
Trade and other payables
   
8,652
     
3,944
     
7,902
     
4,910
     
1,855
 
Lease liabilities
   
678
     
1,645
     
769
     
1,651
     
1,455
 
Capital notes, loans and accrued interest due to Aspire Group
   
-
     
18,528
     
21,086
     
-
     
-
 
Loans and other due to Caesars, net
   
-
     
2,016
     
-
     
1,972
     
14,245
 
Employees withholding payable
   
-
     
-
     
167
     
-
     
-
 
Employees’ related payables and accruals
   
3,852
     
3,711
     
4,202
     
3,562
     
2,583
 
                                         
TOTAL LIABILITIES AND EQUITY
   
94,889
     
98,992
     
115,755
     
94,585
     
33,175
 

1 Comparative figures for the three months period ended 31 March 2021 have been derived from the Company’s press release titled “NeoGames Announces First Quarter 2021 Results” published on 13 May 2021.
 
Supplements to the section “Operating and Financial Review”
 
Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Operating and Financial Review” is supplemented as follows:
 
1)
The following text is inserted to replace the first paragraph of the section entitled “Operating and Financial Review” on page 68 of the Prospectus:
 
The following operating and financial review has been prepared on the basis of: (i) the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of financial position and the consolidated statement of cash flows of the Company as at and for the years ended 31 December 2021, 2020 and 2019; and (ii) the accounting policies and the related notes thereto; as well as (iii) unaudited interim financial information as at and for the three months ended 31 March 2022, including the unaudited comparative financial information as at and for the three months ended 31 March 2021.
 
2)
The following text is inserted to replace the first paragraph of the section entitled “Operating and Financial Review – Overview” on page 68 of the Prospectus:
 
You should read the following discussion and analysis of our consolidated financial condition and results of operations in conjunction with consolidated financial statements and the related notes and unaudited interim financial information included elsewhere in this Prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Prospectus. Actual results could differ materially from those contained in any forward-looking statements.
 
7

The following table is inserted to replace the corresponding table contained in the section entitled “Operating and Financial Review – Key Performance Indicators” on page 70 of the Prospectus:
 
   
Quarter Ended 31 March
   
Year Ended 31 December
 
   
2022
   
2021
   
2021
   
2020
   
2019
 
   
(in millions)
 
Network NGR
   
199.7
     
195.8
   
$
750
   
$
448
   
$
203
 

3)
The following table is inserted to replace the table contained in the section entitled “Operating and Financial Review – Non-IFRS Information” on page 70 of the Prospectus:
 
   
Quarter Ended 31 March
   
Year Ended 31 December
 
   
2022
   
2021
   
2021
   
2020
   
2019
 
   
Unaudited (in thousands)
   
Audited (in thousands)
 
Net and total comprehensive income (loss)
   
(893
)
   
3,950
   
$
4,652
   
$
6,514
   
$
(3,978
)
Income taxes
   
484
     
657
     
325
     
1,443
     
1,243
 
Interest and finance-related expenses
   
2,139
     
1,408
     
6,312
     
5,069
     
4,121
 
EBIT
   
1,730
     
6,015
     
11,289
     
13,026
     
1,386
 
Depreciation and amortization
   
3,954
     
3,355
     
14,613
     
11,657
     
9,685
 
EBITDA
   
5,684
     
9,370
     
25,902
     
24,683
     
11,071
 
Initial public offering expenses
   
-
     
-
     
-
     
2,796
     
-
 
Prospective acquisition related expenses
   
2,221
     
-
     
3,841
     
-
     
-
 
Share based compensation
   
595
     
266
     
3,448
     
969
     
615
 
Company share of NPI depreciation and amortization(1)
   
29
     
53
     
193
     
203
     
168
 
Adjusted EBITDA
   
8,529
     
9,689
   
$
33,384
   
$
28,651
   
$
11,854
 
 
4)
The following text and table are inserted to replace the corresponding text and table contained in the section entitled “Operating and Financial Review – Components of Results of Operations – Revenues” on page 71 of the Prospectus:
 
The table below presents the royalties and other revenues generated by NeoGames (including through the Michigan Joint Operation), as well as NeoGames’ NPI Revenues Interest, for the three months ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020 and 2019.
 
   
Quarter Ended 31 March
   
Year Ended 31 December
 

 
2022
   
2021
   
2021
   
2020
   
2019
 
   
Unaudited (in thousands)
   
Audited (in thousands)
 
Royalties from turnkey contracts(1)
   
6,960
     
8,445
   
$
29,882
   
$
32,252
   
$
17,240
 
Royalties from games contracts
   
536
     
476
     
1,994
     
2,006
     
2,189
 
Access to IP rights
   
3,320
     
1,863
     
7,959
     
6,697
     
5,662
 
Development and other services – Aspire
   
426
     
480
     
1,617
     
2,430
     
4,099
 
Development and other services – NPI(2)
   
1,676
     
1,799
     
7,578
     
4,404
     
2,914
 
Development and other services – Michigan Joint Operation
   
332
     
286
     
1,433
     
1,413
     
958
 
Revenues
   
13,250
   
$
13,349
   
$
50,463
   
$
49,202
   
$
33,062
 
NeoGames’ NPI Revenues Interest(3)
   
9,170
   
$
8,248
   
$
34,052
   
$
9,535
   
$
1,956
 

8

5)
The following tables are inserted to replace the corresponding tables contained in the section entitled “Operating and Financial Review – Components of Results of Operations – Results of Operations” on pages 72 to 73 of the Prospectus:
 
   
Quarter Ended 31 March
   
Year Ended 31 December
 
   
2022
   
2021
   
2021
   
2020
   
2019
 
    Unaudited     Audited  
Consolidated Statements (in thousands) of Operations Data
                 
Revenues
   
13,250
     
13,349
   
$
50,463
   
$
49,202
   
$
33,062
 
Distribution expenses
   
2,465
     
2,646
     
9,889
     
6,685
     
4,252
 
Development expenses
   
2,542
     
2,238
     
9,428
     
7,452
     
6,877
 
Selling and marketing expenses
   
521
     
278
     
1,549
     
1,483
     
1,981
 
General and administrative expenses
   
3,704
     
2,661
     
12,300
     
7,496
     
4,957
 
Prospective acquisition related expenses
   
2,221
     
-
     
3,841
     
-
     
-
 
Initial public offering expenses
   
0/-
     
0/-
     
0/-
     
2,796
     
0/-
 
Depreciation and amortization
   
3,954
     
3,355
     
14,613
     
11,657
     
9,685
 
Profit (loss) from operations
   
(2,157
)
   
2,171
     
(1,157
)
   
11,633
     
5,310
 
Interest expense with respect to funding from related parties
   
1,640
     
1,184
     
4,811
     
4,343
     
3,792
 
Finance income
   
0/-
     
0/-
     
0/-
     
(21
)
   
(53
)
Finance expenses
   
499
     
224
     
1,501
     
747
     
382
 
The Company’s share in profits of Joint Venture
   
3,887
     
3,844
     
12,446
     
1,393
     
(3,924
)
Profit (loss) before income taxes expense
   
(409
)
   
4,607
     
4,977
     
7,957
     
2,735
 
Income taxes expense
   
(484
)
   
(657
)
   
(325
)
   
(1,443
)
   
(1,243
)
Net and total comprehensive income (loss)
   
(893
)
   
3,950
   
$
4,652
   
$
6,514
   
$
(3,978
)

   
Quarter Ended March 31,
   
Year Ended December 31,
 
Revenues
 
2022
   
2021
   
2021
   
2020
   
2019
 
   
Unaudited
   
Audited
 
   
(as a % of revenues in absolute numbers)
 
Consolidated Statements of Operations Data:
           
Revenues
   
100.00
%
   
100.00
%
   
100.00
%
   
100.00
%
   
100.00
%
Distribution expenses
   
18.6
     
19.8
     
19.6
     
13.6
     
12.9
 
Development expenses
   
19.2
     
16.8
     
18.7
     
15.1
     
20.8
 
Selling and marketing expenses
   
3.9
     
2.1
     
3.0
     
3.0
     
6.0
 
General and administrative expenses
   
28.0
     
20.0
     
24.4
     
15.2
     
15.0
 
Initial public offering expenses
   
-
     
-
     
-
     
5.7
     
0.0
 
Depreciation and amortization
   
29.8
     
25.1
     
29.0
     
23.7
     
29.3
 
Profit (loss) from operations
   
(16.3
)
   
16.3
     
(2.3
)
   
23.6
     
16.0
 
Interest expense with respect to funding from related parties
   
12.4
     
8.9
     
9.5
     
8.8
     
11.5
 
Finance income
   
-
     
-
     
0.0
     
0.0
     
0.2
 
Finance expenses
   
3.8
     
1.7
     
3.0
     
1.5
     
1.2
 
Company share in profits (loss) of Joint Venture
   
-
     
28.8
     
24.7
     
2.8
     
11.9
 
Profit (loss) before income taxes expense
   
(3.1
)
   
5.7
     
9.9
     
16.1
     
3.6
 
Income taxes expense
   
(3.7
)
   
(4.9
)
   
0.7
     
2.9
     
3.8
 
Net and total comprehensive income (loss)
   
(6.7
)%
   
29.6
%
   
9.2
%
   
13.2
%
   
12.0
%

Supplements to the section “Documents Incorporated by Reference into this Prospectus”
 
Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Documents Incorporated by Reference into this Prospectus” is supplemented as follows:
 
1)
The following text is inserted as the first bullet point under the section “Documents Incorporated by Reference into this Prospectus”:
 

NeoGames’ press release titled “NeoGames Announces First Quarter 2022 Results” published on 11 May 2022 concerning first quarter 2022 financial highlights (page 1), recent business highlights (pages 1 to 2), guidance (page 2), consolidated condensed balance sheets (page 5), consolidated condensed statements of comprehensive income (page 6), reconciliation of comprehensive income (loss) to adjusted EBITDA (page 7), revenues generated by NeoGames as well as Company's share in NPI Revenues (page 7);
 
9

Exhibit 99.2

Supplement to NeoGames
S.A.’s offer document
regarding the offer to the
shareholders in Aspire Global plc



Important information

General

The Supplement (defined below) is not an offer, whether directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law.

Shareholders should refer to the offer restrictions included in the section "Offer restrictions" on pages 64 – 67 in the Supplement. Further information regarding the conditions, restrictions and limitations of liability applicable to the Offer (defined below) can be found in the Offer Document (defined below).

The Supplement shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Supplement, or which arises in connection therewith, shall be settled exclusively by Swedish courts, E4tt) shall be the court of first instance.

The Supplement has not been reviewed or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with the regulations in Chapter 2 Section 3 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga E5 aktiemarknaden) or Chapter 2a Section 9 of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:989) om handel med finansiella instrument), or Article 23.1 and 23.2 of Regulation (EU) 2017/1129 of the European Parliament and of the Council. In the event of any discrepancy in content between the Swedish original and this English translation, the Swedish version shall prevail. NeoGames (defined below) has also prepared a prospectus relating to the shares in the form of Swedish depositary receipts offered as consideration in the Offer (defined below), which was approved by the Swedish Financial Supervisory Authority on 26 April 2022 and published on the same day (the “Prospectus”). The Prospectus is available on NeoGames’ website, ir.neogames.com/offer-page, and on Mangold Fondkommission AB’s website, www.mangold.com.

The information in this Supplement is considered to be accurate, although not complete, only as of the day of the Supplement. It is not implied that the information has been or will be accurate at any other time. Except as required by the Takeover Rules (defined below) or applicable law or regulation, NeoGames expressly disclaims any obligation or undertaking to publicly announce updates, revisions or amendments regarding the Supplement. The information in the Supplement is provided solely with respect to the Offer and is not permitted to be used for any other purpose.

Forward-looking statements

Statements in the Supplement relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By the nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of NeoGames.

Any forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, NeoGames expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in the Supplement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statements is based. The reader should, however, consult any additional disclosures that NeoGames or Aspire Global (defined below) have made or may make. For further information, please refer to the section “Offer Restrictions – Cautionary note regarding forward-looking statements”.

Offer restrictions

This Supplement is not an offer, whether directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences. Shareholders are referred to the offer restrictions explained in the section “Offer restrictions”.

The Offer and the information contained in this Supplement are not being made and have not been approved by an “authorized person” for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information contained in this Supplement are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information contained in this Supplement is exempt from the restrictions on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

The Offer is made for the securities of a non-U.S. company. U.S. investors should note that the Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the Supplement, if any, may have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies. It may be difficult for U.S. investors to enforce their rights and any claim that U.S. investors may have arising under the federal securities laws, since NeoGames is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. U.S. investors may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment. U.S. investors should be aware that NeoGames may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases. Shareholders in the United States should also refer to the section “Offer restrictions – United States”.

2 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc


Table of contents

Important information
2
   
Supplement to the Offer Document
4
   
NeoGames’ interim report for the period 1 January 2022 – 31 March 2022
5
   
Aspire Global’s interim report for the period 1 January 2022 – 31 March 2022
12
   
Aspire Global’s articles of association
34
   
Aspire Global’s memorandum of association
62
   
Offer restrictions
65
   
Contact details
69

3 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Supplement to the Offer Document

Introduction

On 17 January 2022, NeoGames S.A.1 (“NeoGames”) announced a recommended public offer to the shareholders of Aspire Global plc2 (“Aspire Global”) to tender all their shares in Aspire Global to NeoGames for a consideration consisting of a combination of cash and newly issued shares in NeoGames in the form of Swedish depository receipts (the “Offer”). This document (the “Supplement”) constitutes a supplement to the offer document prepared by NeoGames in relation to the Offer (the “Offer Document”). The Offer Document was published on 26 April 2022 on NeoGames’ website (ir.neogames.com/offer-page) and on Mangold Fondkommission AB’s website (www.mangold.com). The Offer Document has not been reviewed or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”).

The Supplement has not been reviewed or approved by the SFSA. The Supplement was published on 18 May 2022 on the aforementioned websites. The Supplement shall at all times be read together with, and as an integrated part of, the Offer Document. The definitions used in the Offer Document also apply to the Supplement.

NeoGames has also prepared a prospectus relating to the shares in the form of Swedish depositary receipts offered as consideration in the Offer, which was approved by the SFSA on 26 April 2022 and published on the same day (the “Prospectus”). The Prospectus is available on the aforementioned websites.
The Supplement has been prepared in relation to:

Aspire Global’s interim financial report for the period 1 January 2022 – 31 March 2022 published on 4 May 2022;
 
NeoGames’ interim financial report for the period 1 January 2022 – 31 March 2022 published on 11 May 2022; and
 
Resolution of Aspire Global’s extraordinary general meeting held on 11 May 2022 on the approval of amendment to Aspire Global’s articles of association to cater for squeeze-out rights of an offeror.

The interim reports as well as Aspire Global’s revised articles of association and memorandum of association have been included in their entirety in the Supplement.

Aspire Global’s shareholders who have accepted the Offer prior to the publication of this Supplement have, according to Takeover rules for certain trading platforms (the “Takeover Rules”), the right to withdraw their acceptances within five business days from the publication of the Supplement, i.e. no later than on 25 May 2022. In other respects, the right to withdraw given acceptances of the Offer applies as set out in the Offer Document. To be valid, such withdrawal must have been received in writing by Mangold (at the address Engelbrektsplan 2, 114 34 Stockholm, Sweden) no later than on 25 May 2022.

For complete terms and conditions and other information about the Offer, please refer to the Offer Document which, together with the Supplement, is held available on the aforementioned websites.


1 A E9 anonyme (reg. no B186309), domiciled in Luxembourg.
2 A Maltese public limited company (reg. no. C 80711), domiciled in Malta.

4 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc


NeoGames’ interim report for the period
1 January 2022 – 31 March 2022

NeoGames Announces First Quarter 2022 Results

– First Quarter Revenues and Share of NPI Revenues Interest total a record $22.4 million, up 3.8% year-over-year –
 
– Updates Full Year 2022 Revenue and Share of NPI Revenues Guidance to between $91 and $96 million –
 
Luxembourg – May 11, 2022 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end-to-end iLottery solutions, announced today financial results for the first quarter ended March 31, 2022.

Moti Malul, Chief Executive Officer of NeoGames, said: “Our business continues to trend positively in 2022, as our existing accounts continue to perform well in terms of both sequential, as well as annual growth rates. We are delighted to see particularly strong growth from our Virginia and Alberta accounts, which have become leading contributors to our revenues. During the quarter we announced an offer to acquire Aspire Global in an effort to enhance our offering and expand our geographies. We have been keenly focused on completing this transaction and have recently launched our tender offer. We are confident with the progress and expect to close during the second quarter.”

First Quarter 2022 Financial Highlights
 

The total of Revenues and the Company’s share in NPI revenues was $22.4 million during the first quarter of 2022 compared to $21.6 million during the first quarter of 2021, representing an increase of 3.8% year-over-year. Revenues were $13.2 million during the first quarter of 2022, compared to $13.3 million during the first quarter of 2021, representing a decrease of 0.7% year-over-year. In addition, the Company’s share in NPI revenues was $9.2 million during the first quarter of 2022, compared to $8.2 million during the first quarter of 2021, representing an increase of 11.2% year-over-year.

Comprehensive loss was $(0.9) million, or $(0.03) per share, during the first quarter of 2022, compared to comprehensive income of $4.0 million, or $0.16 per share, during the first quarter of 2021. The change in comprehensive income was impacted by several items, including Aspire transaction-related , stock-based compensation expense (granted in Q4 2021), and additional G&A related to further build out of operations.

Adjusted EBITDA1 was $8.5 million during the first quarter of 2022, compared to  $9.7 million during the first quarter of 2021 representing a decrease of 12.0% year-over-year.

Network Net Gaming Revenue (“NGR”) was $199.7 million during the first quarter of 2022, compared to $195.8 million during the first quarter of 2021, representing an increase of 2% year-over-year.

Recent Business Highlights
 

On April 26, 2022, we published the prospectus, offer document and acceptance form related to the Aspire Global prospective acquisition. The acceptance period runs from April 27 through May 25 with an expected settlement date of June 14, 2022. The acquisition is expected to close during the second quarter of 2022.

Virginia continued its strong growth with quarter-over-quarter and year-over-year increases in revenue and near market-leading per capita volumes.

Michigan continued its growth trend, which started in the second half of the fourth quarter 2021.

Benefiting from the broader product mix rolled out in the region, Alberta expanded to become our second largest turn-key account in terms of revenues, demonstrating the benefits of our collaboration with Aspire Global, as Pariplay has increased its market share during the quarter.


1 The section titled “Non-IFRS Financial Measures and Key Performance Indicators” below contains a description of the non-GAAP financial measures discussed in this press release and reconciliations between historical GAAP and non-GAAP information are contained in the tables below. Throughout this press release, we also provide a number of key performance indicators used by our management and often used by competitors in our industry. These and other key performance indicators are discussed in more detail in the section entitled “Non-IFRS Financial Measures and Key Performance Indicators” in this press release
5 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Guidance
 
The Company is updating its fiscal year 2022 Revenue and Share of NPI Revenues Interest Guidance to between $91 million and $96 million, compared to the prior range of between $90 million and $97 million, representing an approximate 11% increase year-over-year at the midpoint. This range is based on revenues from existing accounts, does not assume revenues from the launch of new turn-key accounts, and reflects the range of possible outcomes of the conflict in Ukraine.
 
Conference Call & Webcast Details
 
NeoGames will host a live conference call and audio webcast on Thursday, May 12, 2022 at 8:30 a.m. Eastern Time, during which management will discuss the Company’s first quarter results and provide commentary on business performance.  A question and answer session will follow the prepared remarks.
 
The conference call may be accessed by dialing (833) 301-1152 for U.S. domestic callers or (914) 987-7393 for international callers. Once connected with the operator, please provide the conference ID of 9525817.
 
A live audio webcast of the earnings conference call may be accessed on the Company’s website at ir.neogames.com. The replay of the audio webcast and accompanying presentation will be available on the Company’s investor relations website shortly after the call.
 
About NeoGames
 
NeoGames, incorporated in Luxembourg, is a technology-driven innovator and a global provider of iLottery solutions for national and state-regulated lotteries. NeoGames’ full-service solution combines proprietary technology platforms with the experience and expertise required for successful iLottery operations. NeoGames’ pioneering game studio encompasses an extensive portfolio of engaging online lottery games that deliver an entertaining player experience. As a trusted partner to lotteries worldwide, the Company works with its customers to maximize their success, offering a comprehensive solution that empowers them to deliver enjoyable and profitable iLottery programs to their players, generate more revenue, and direct proceeds to good causes.
 
6 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc


Cautionary Statement Regarding Forward-looking Statements
 
Certain statements in this press release may constitute “forward-looking” statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events, including, among others, the Aspire Global acquisition and the expected synergies. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, competitive position, future financial results, plans, objectives, and business. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the following: we have a concentrated customer base, and our failure to retain our existing contracts with our customers could have a significant adverse effect on our business; we do not have a formal joint venture agreement or any other operating or shareholders’ agreement with Pollard Banknote Limited (“Pollard”) with respect to NPI, our joint venture with Pollard, through which we conduct a substantial amount of our business; a reduction in discretionary consumer spending could have an adverse impact on our business; the growth of our business largely depends on our continued ability to procure new contracts; we incur significant costs related to the procurement of new contracts, which we may be unable to recover in a timely manner, or at all; intense competition exists in the iLottery industry, and we expect competition to continue to intensify; our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions; in addition to competition with other iLottery providers, we and our customers also compete with providers of other online offerings; the gaming and lottery industries are heavily regulated, and changes to the regulatory framework in the jurisdictions in which we operate could harm our existing operations; while we have not experienced a material impact to date, the ongoing COVID-19 pandemic, including variants, and similar health epidemics and contagious disease outbreaks could significantly disrupt our operations and adversely affect our business, results of operations, cash flows or financial condition; and other risk factors described in our  Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on April 14, 2022, and other documents filed with or furnished to the SEC. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Non-IFRS Financial Measures and Key Performance Indicators
 
This press release may include EBIT, EBITDA, Adjusted EBITDA, NPI and NPI Revenues Interest, which are financial measures not presented in accordance with IFRS.  We use these financial measures to supplement our results presented in accordance with IFRS. We include these non-IFRS financial measures because they are used by our management to evaluate our operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments.
 
We also use certain key performance indicators (“KPIs”), including Network NGR and Gross Gaming Revenue (“GGR”), to monitor our operations and inform decisions to drive further growth. These KPIs offer a perspective on the historical performance of our platform in the aggregate across jurisdictions in which we operate. We believe these KPIs are useful indicators of the overall health of our business.
 
7 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

 
EBIT, EBITDA, and Adjusted EBITDA. We define “EBIT” as net income (loss), plus income taxes, and interest and finance-related expenses. We define “EBITDA” as EBIT, plus depreciation and amortization. We define Adjusted EBITDA as EBITDA, plus share-based compensation, initial public offering expenses, prospective acquisition related expenses and the Company’s share in NPI depreciation and amortization. We believe EBIT, EBITDA and Adjusted EBITDA are useful in evaluating our operating performance, as they are regularly used by security analysts, institutional investors and others in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.
 
NPI. Refers to NeoPollard Interactive LLC that represents the Company’s 50/50 joint venture with Pollard Banknote Limited (“Pollard”). The joint venture was formed for the purpose of identifying, pursuing, winning and executing iLottery contracts in the North American lottery market. NPI is managed by an executive board of four members, consisting of two members appointed by NeoGames and two members appointed by Pollard. NPI has its own general manager and dedicated workforce and operates as a separate entity. However, it relies on NeoGames and Pollard for certain services, such as technology development, business operations and support services from NeoGames and corporate services, including legal, banking and certain human resources services, from Pollard.
 
Company share in NPI Revenues .  NPI Revenues is not recorded as revenues in our consolidated statements of comprehensive income (loss), but rather is reflected in our consolidated financial statements in accordance with the equity method, as we share 50% of the profit (loss) of NPI subject to certain adjustments.
 
Network NGR. We define “NGR” as (i) in North America, gross sales less winnings paid to players and any promotion dollar incentives granted to players, and (ii) in Europe, gross sales less winnings paid to players, any gambling tax or duty paid on such sales and any promotion dollar incentives granted to players. We measure Network NGR as the total NGR generated by Instants and DBGs on our platform. As most of our revenue share contracts are based on NGR, tracking Network NGR provides us with insight as to the marginal contribution of GGR growth to our revenues and allows us to detect inefficiencies in our GGR growth strategy.
 
Gross Gaming Revenue (GGR). We define “GGR” as gross sales less winnings paid to players.
 
Contacts

Investor Contact:

Media Relations:

8 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

NeoGames S.A.
Consolidated Condensed Balance Sheets
(U.S. dollars in thousands)

   
March 31,
   
December 31,
 
   
2022
   
2021
 

 
Unaudited
   
Audited
 
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
 
$
40,932
   
$
66,082
 
Designated cash
   
-
     
167
 
Restricted deposit
   
5
     
9
 
Prepaid expenses and other receivables
   
3,393
     
2,494
 
Due from Aspire Group
   
608
     
1,483
 
Due from the Michigan Joint Operation and NPI
   
3,641
     
3,560
 
Trade receivables
   
5,797
     
3,724
 
Total current assets
 
$
54,376
   
$
77,519
 
NON-CURRENT ASSETS
               
Restricted deposit
   
154
     
154
 
Restricted deposits - Joint Venture
   
3,848
     
3,848
 
Property and equipment
   
2,870
     
2,159
 
Intangible assets
   
23,877
     
22,354
 
Right-of-use assets
   
7,689
     
7,882
 
Deferred taxes
   
2,075
     
1,839
 
Total non-current assets
   
40,513
     
38,236
 
Total assets
 
$
94,889
   
$
115,755
 
                 
LIABILITIES AND EQUITY
               
CURRENT LIABILITIES
               
Trade and other payables
 
$
8,652
   
$
7,902
 
Lease liabilities
   
678
     
769
 
Capital notes and accrued interest due to Aspire Group
   
-
     
21,086
 
Employees withholding payable
   
-
     
167
 
Employees' related payables and accruals
   
3,852
     
4,202
 
Total current liabilities
 
$
13,182
   
$
34,126
 
NON-CURRENT LIABILITIES
               
                 
Loans and other due to Caesars, net
 
$
13,287
   
$
12,899
 
Company share of Joint Venture net liabilities
   
778
     
830
 
Lease liabilities
   
7,767
     
7,820
 
Accrued severance pay, net
   
380
     
286
 
Total non-current liabilities
 
$
22,212
   
$
21,835
 
EQUITY
               
Share capital
   
45
     
45
 
Reserve with respect to transaction under common control
   
(8,467
)
   
(8,467
)
Reserve with respect to funding transactions with related parties
   
20,072
     
20,072
 
Share premium
   
71,862
     
70,812
 
Share based payments reserve
   
5,567
     
6,023
 
Accumulated losses
   
(29,584
)
   
(28,691
)
Total equity
   
59,495
     
59,794
 
Total liabilities and equity
 
$
94,889
   
$
115,755
 

9 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

NeoGames S.A.
Consolidated Condensed Statements of Comprehensive Income
(Unaudited, U.S. dollars in thousands, except per share amounts)

   
Quarter ended March 31,
 
 
2022
   
2021
 
           
Revenues
 
$
13,250
   
$
13,349
 
Distribution expenses
   
2,465
     
2,646
 
Development expenses
   
2,542
     
2,238
 
Selling and marketing expenses
   
521
     
278
 
General and administrative expenses
   
3,704
     
2,661
 
Prospective acquisition related expenses
   
2,221
     
-
 
Depreciation and amortization
   
3,954
     
3,355
 
 
   
15,407
     
11,178
 
Profit (loss) from operations
   
(2,157
)
   
2,171
 
Interest expenses with respect to funding from related parties
   
1,640
     
1,184
 
Finance expenses
   
499
     
224
 
The Company’ share in profits of Joint Venture
   
3,887
     
3,844
 
Profit (loss) before income taxes expenses
   
(409
)
   
4,607
 
Taxes expenses
   
(484
)
   
(657
)
Net and total comprehensive income (loss)
 
$
(893
)
 
$
3,950
 
                 
Net income (loss) per common share outstanding, basic
 
$
(0.03
)
 
$
0.16
 
Net income (loss) per common share outstanding, diluted
 
$
(0.03
)
 
$
0.15
 
                 
Weighted average number of ordinary shares outstanding:
               
Basic
   
25,593,101
     
24,983,855
 
Diluted
   
25,593,101
     
26,612,949
 

10 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

NeoGames S.A.
Reconciliation of Comprehensive Income (Loss) to Adjusted EBITDA
(Unaudited, U.S. dollars in thousands)

   
Quarter ended March 31,
 
 
2022
   
2021
 
           
Net and total comprehensive (loss) income
 
$
(893
)
 
$
3,950
 
Taxes expenses
   
484
     
657
 
Interest and finance-related expenses
   
2,139
     
1,408
 
EBIT
   
1,730
     
6,015
 
Depreciation and amortization
   
3,954
     
3,355
 
EBITDA
   
5,684
     
9,370
 
Prospective acquisition related expenses
   
2,221
     
-
 
Share based compensation
   
595
     
266
 
Company share of NPI depreciation and amortization
   
29
     
53
 
Adjusted EBITDA
 
$
8,529
   
$
9,689
 

NeoGames S.A.
Revenues generated by NeoGames as well as Company's share in NPI Revenues
(Unaudited, U.S. dollars in thousands)

   
Quarter ended March 31,
 
   
2022
   
2021
 
             
Royalties from turnkey contracts
 
$
6,960
   
$
8,445
 
Royalties from games contracts
   
536
     
476
 
Use of IP rights
   
3,320
     
1,863
 
Development and other services – Aspire
   
426
     
480
 
Development and other services – NPI
   
1,676
     
1,799
 
Development  and other services – Michigan Joint Operation
   
332
     
286
 
Revenues
 
$
13,250
   
$
13,349
 
NeoGames’ NPI Revenues Interest
 
$
9,170
   
$
8,248
 

11 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Aspire Global’s interim report for the period
1 January 2022 – 31 March 2022


12 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

INTERIM REPORT FIRST QUARTER 2022
RECORD HIGH REVENUES OF €46.3 MILLION IN Q1 2022
 
FIRST QUARTER*
          Revenues increased by 31.7% to €46.3 million (35.2).
          EBITDA increased by 18.7 % to €8.2 million (6.9).
          The EBITDA margin amounted to 17.8% (19.7%).
          EBIT increased by 13.6% to € 5.6 million (4.9).
          Earnings after tax increased by 4.7% to €4.8 million (4.5).
          Earnings per share amounted to €0.10 (0.10)
f
 
*B2C as discontinued operations in Q1 2021 and based on net royalties during Q1 2022.
 
SIGNIFICANT EVENTS IN THE QUARTER AND AFTER THE END OF THE QUARTER
          GLI-19 certification received for launch of Aspire Global’s broad offering in the US and Canada.
          The complete offering licensed in the Netherlands.
          Key platform and managed services deals with BoyleSports for the Netherlands, with ITSP for Germany and with esports operator WIN Group.
          Pariplay gained license in Ontario and provisional license in Michigan.
          Pariplay signed multi-state deal with US operator Golden Nugget and agreement to supply its content to Alberta Gaming.
          Aspire Global awarded sports betting license in Denmark.
 
UPDATE ON THE PUBLIC TENDER OFFER MADE BY NEOGAMES
          On 17 January 2022, a public tender offer was made by NeoGames to the shareholders of Aspire Global to tender all their shares in the Company to NeoGames. An offer document regarding the Offer was published on 26 April 2022. The acceptance period for the Offer commenced on 27 April 2022 and ends on 25 May 2022. The expected settlement date is around 14 June 2022.

KEY FIGURES
 
€ million, unless other stated
FIRST QUARTER
FULL YEAR
 
2022
2021
2021
Revenues
46.3
35.2
158.3
EBITDA
8.2
6.9
30.4
EBITDA margin, %
17.8
19.7
19.2
EBIT
5.6
4.9
21.6
EBIT margin, %
12.0
13.9
13.7
Earnings per share, €
0.10
0.10
0.39
Earnings per share, diluted, €
0.10
0.10
0.39
Operating cash flow
7.2
5.3
23.3

ASPIRE GLOBAL INTERIM REPORT JANUARY MARCH 2022       2

13 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc


 


 Aspire Global has clearly
established itself as a leading
iGaming supplier in regulated
markets.”
                                          Tsachi Maimon, CEO

We have a continued strong business momentum and the quarterly performance once again demonstrates the strengths of our offering and the capabilities of our highly motivated team. Aspire Global has set new records in the quarter with revenues of €46.3 million and EBITDA of €8.2 million. I´m especially proud to see the progress we have made in the quarter in North America as well as in regulated European markets by adding tier 1-operators to our client list and being awarded additional certifications. Aspire Global has clearly established itself as a leading iGaming supplier in regulated markets.

Today, after the divestment of the B2C segment in December 2021, Aspire Global is a clearly focused B2B company. It should be noted, that the numbers we provide in this report have been calculated on a discontinued basis and the divested B2C operation is reported as a B2B partner and also based on proforma basis for the comparison period according to the agreed commercial terms. We hope this transparency will help to increase the understanding of the development of our B2B operation.
 
STRONG COMBINATION WITH NEOGAMES
 
A key event in the quarter is of course the offer by NeoGames to Aspire Global’s shareholders. Aspire Global’s entire operations will form a new iGaming division within NeoGames. Together, our companies will generate significant long-term value by creating synergies and capitalizing on the key strengths of the entities by positioning them for expansion in both new and existing markets. We look forward to being a part of NeoGames and I’m very excited about our promising growth opportunities in this new strong business combination.
 
With a revenue growth of 31.7% in the quarter, driven by the strong business momentum, we have further strengthened our market position. In the quarter, Aspire Global has made significant progress in key targeted markets by signing partnership agreements with tier 1 operators and entering new regulated markets. This is a confirmation that our growth strategy is effective.
With a total of five deals signed for our Core platform (PAM) in the period, we have gained clear proof that new tier 1 operators are choosing Aspire Global’s full suite of products covering the PAM, games, sports and managed services. Our complete offering is now licensed in the Netherlands and already in the first quarter, we signed three deals with tier 1 operators for their Dutch rollout. The two other turnkey platform deals relate to the newly regulated German market and the overall .com-market.
 
READY FOR BROAD NORTH AMERICAN LAUNCH
 
Aspire Global has also made key progress in North America by obtaining the Gaming Labs International certification standard, GLI, for our offering. This enables us to launch our platform, sportsbook and managed services to the US and Canadian markets. We are now in a strong position to establish Aspire Global as a leading iGaming provider also in North America.
 
It is worth mentioning that Aspire Global is already established in North America through Pariplay, the leading content and aggregator provider, whose games are licensed in Michigan, New Jersey, West Virginia and Ontario. Pariplay has recently signed a number of deals in the US with operators or distributors such as Rush Street Interactive (RSI), Golden Nugget Online Gaming, Inc., PlayUp Group, Amelco, BetMGM and GAN. Pariplay is live with BetMGM as of March 2022 and excited by the opportunities the two parties have identified.

ASPIRE GLOBAL INTERIM REPORT JANUARY MARCH 2022       3
14 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc


Pariplay will also together with NeoPollard Interactive LLC offer a wealth of gaming content on Play Alberta, the only regulated gambling website in Canadian Alberta. In total, Pariplay signed 17 new customers in the quarter, among all with operators in our targeted markets in North America and Latin America, an impressive advancement. Pariplay reported revenue growth of 39.0% in the quarter.

BtoBet, our proprietary sportsbook provider, also made significant progress in the quarter by being awarded certification in Denmark along with the GLI-certification for the North American market. In the quarter, BtoBet reported revenue growth of 88.3% and five new brands were launched on BtoBet’s sportsbook platform.
 
SAFEGUARDING OUR EMPLOYEES IN UKRAINE
 
With 118 employees in Kiev in Ukraine, the war has come very close to us. Our Ukrainian employees have all been part of our team for a long time and we have fortunately been able to ensure their and their families' safety. In the quarter, we chose to terminate our contract with the National Russian Lottery’s operator Sports Lotteries LLC. The contract was announced in October 2020 and the termination have had immediate effect.
NEXT STEPS
 
Aspire Global was introduced on Nasdaq First North Growth Market in July 2017 and the offer by NeoGames proves the value the company has created over these four and half years. NeoGames’ bid of SEK 111 per share means that Aspire Global’s share has increased by 270% since the introduction on Nasdaq First North Growth Market. The offer by NeoGames, a technology-driven provider of end-to-end iLottery solutions, is a natural step for Aspire Global and a strategic fit.
 
Aspire Global is today clearly positioned as a leading iGaming supplier in regulated markets. As part of the NeoGame’s Group, Aspire Global will continue to take advantage of its key strengths. Beside the cutting-edge, technology advanced offering, and skilled teams, Aspire Global’s foremost asset is the long-term commitment to its partners. On top of our agenda is always the success of our partners and our ability to support in the fulfilment of their potential. Through our strong partnerships with leading operators and distributors, we will continue to build long-term value.

Tsachi Maimon
CEO
 
Numbers in the graphs comprises of the previous B2B segment on a pro-forma basis.

ASPIRE GLOBAL INTERIM REPORT JANUARY MARCH 2022       4
15 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

FINANCIAL PERFORMANCE GROUP
FIRST QUARTER
 
REVENUES
Revenues increased by 31.7% to €46.3million (35.2) from Q1 2021.

All segments showed good growth from Q1 2021. Segment Aspire Core, the platform and managed services business, grew by 24.8% to €34.0 million and segment Aggregation and Games -Pariplay by 39% to €9.0 million. Segment Sports - BtoBet grew by 88.3% to €4.4 million.

The revenue growth is reflecting a continued good business momentum in both the casino and sports verticals in existing markets as well as the geographic expansion to new regulated markets, mainly in the Americas and Europe. Commencing December 2021, revenues from the divested B2C brands, are recorded as B2B partner revenues on a “net royalties” basis.

GEOGRAPHIC DEVELOPMENT
Income from the Nordics increased by 14.8% to €2.9 million (2.6) while UK and Ireland increased by 101.6% to €21.3 million (10.6), driven by good development in all segments. Rest of Europe decreased by 21.7% to €13.2 million (16.9), mainly impacted by new regulations in certain European countries. Revenues from rest of the world increased by 72.2% to €8.8 million (5.1), reflecting the Group's expansion in the Americas and Africa.
OPERATING EXPENSES
Distribution expenses in the quarter increased by 30.2% to €29.4 million (22.6), following the increase in revenues.

Administrative expenses increased by 63.1% to €7.6 million (4.7), mostly attributed to increase in headcount and in addition, part of the increase is attributed to legal and consultancy fees in connection with the proposed transaction by NeoGames.

Gaming duties and EU-VAT increased by 11.1% to €1.1 million (1.0) from Q1 2021, constituting 2.3% (2.8%) of total revenues .

EBITDA
EBITDA increased by 18.7% to €8.2 million (6.9) from Q1 2021 and the EBITDA margin amounted to 17.8% (19.7%). The EBITDA margin should be viewed in the light of Aspire Global’s strategy to operate in locally regulated, taxed markets.

EBIT
Amortization and depreciation increased by 30.8% to €2.7 million (2.0) in the quarter, mainly due to the increase related to the amortization of capitalized development costs related to proprietary technology assets of €1,370 thousand (1,000). EBIT also includes effects of €303 thousand (344) related to the lease expenses treatment in accordance with IFRS 16 and €497 thousand related to amortization of IP and customer relationship base acquired in the business combinations of Pariplay and BtoBet.

 
FIRST QUARTER
 
FINANCIAL NET
Interest income and foreign currency exchange differences with respect to funding to a related group decreased during the quarter to €1,589 thousand (1,308), driven by the change in the discounted cash flow of repayments in connection with the funding transactions with a related group net of exchange rate fluctuations of EUR against the USD. The capital notes and loan to the related group have been fully repaid by the end of Q1 2022.
€ thousand
2022
2021
Change
Nordics
3.0
2.6
+14.8%
UK and Ireland
21.3
10.6
+101.6%
Rest of Europe
13.2
16.9
-21.7%
Rest of world
8.8
5.1
+72.2%
         

ASPIRE GLOBAL INTERIM REPORT JANUARY MARCH 2022       5
16 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc



Net finance income and expenses decreased to     €-440 thousand (-1,043) in the quarter. The change was primarily driven by currency exchange rate differences resulting from the repayment of a loan granted to an associated company.

NET INCOME AND EPS
Net income before company’s share in the results of associated companies increased by 31.6% to €6.1 million in the quarter. The company’s share in the results of associated companies amounted to €-1,368 thousand (-111) in the period.

Income taxes increased to €-570 thousand (-492).

Earnings per share for the period amounted to €0.10 (0.10).
CASH FLOW
Cash flow from operating activities amounted to €7.2 million (5.3) in the quarter mainly attributed to the good business momentum. Net cash generated from investing activity amounted to 13.8 million (-2.2) mainly attributed to the continued investment in our proprietary technology in addition to a to the repayment of the loan from a related group, offset by a loan to an associated company.

Cash flow used from financing activities amounted to -1.5 million (9.9) mainly related to a loan received from shareholders on Q1 2021, and partial repayment of the loan in Q1 2022.

SHARE-BASED INCENTIVE PROGRAMS
During Q1 2022, the Board approved certain employees' exercise of options to purchase 79,461 shares under the 2007 and 2017 share options schemes.
CONTINUED OPERATIONS
   
€ million, unless other stated
FIRST QUARTER
FULL YEAR
 
2022
2021
2021
Revenues
46.3
35.1
158.3
       
EBITDA
8.2
6.9
30.4
     Aspire Core
4.6
4.4
19.8
     Aggregation and Games - Pariplay
2.3
1.8
8.3
     Sports - BtoBet
1.4
0.7
2.4
EBITDA margin, %
17.8
19.7
19.2
     Aspire Core, %
13.4
16.1
16.4
     Aggregation and Games - Pariplay, %
25.4
28.3
27.5
     Sports – BtoBet, %
30.8
30.2
20.6

ASPIRE GLOBAL INTERIM REPORT JANUARY MARCH 2022       6
17 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

SEGMENT ASPIRE CORE
 
In the quarter, Aspire Core’s revenues increased by 24.8% to €34.0 million (27.2) from Q1 2021. EBITDA amounted to €4.6 million (4.4) with an EBITDA margin of 13.4% (16.1%).

The enhancements of the Aspire Core platform in the past quarters with among all the new CRM system AspireEngage continued to positively impact operational processes as well as the user experience. The platform and its related managed services constitute a strong, competitive offering.

In January, the platform (PAM) received certification in the Netherlands and a deal was signed with leading Irish and UK online operator BoyleSports for their upcoming launch in the Netherlands. The agreement covers Aspire Global’s platform solution including managed services. BoyleSports is also Ireland's largest independent retail bookmaker with over 320 retail branches throughout Ireland and the UK.
 
In February, an agreement was signed where Aspire Global provides its full turnkey platform solution including managed services to the leading esports wagering company WIN Group. The agreement includes the migration of WIN Group’s existing esports site to Aspire Global’s Core Platform (PAM). In February, another key deal was signed to provide ITSP Services in Germany the turnkey platform and betting solution.
In March, Aspire Global obtained the Gaming Labs International “Interactive-Gaming-Systems” certification standard, GLI-19. This certification enables Aspire Global to launch its platform and managed services in the US and Canadian markets.
 
In the quarter one new brand was launched on the Aspire Core platform. At the end of the period 98 brands and 41 partners operated on Aspire Global’s platform.


SEGMENT SPORTS – BTOBET

In the quarter, BtoBet’s revenues increased by 88.3% to €4.4 million (2.4) from Q1 2021. EBITDA amounted to €1.4 million (0.7) with an EBITDA margin of 30.8% (30.2%).

In January 2022, BtoBet’s sportsbook received certification in Denmark and went live with Esports Technologies’ Karamba in April 2022. In April 2022, BtoBet also obtained the Gaming Labs International “Events Wagering System” certification standard GLI-33.
 
Q1 to Q3 2020 numbers are based on unreviewed management accounts.

ASPIRE GLOBAL INTERIM REPORT JANUARY MARCH 2022       7
18 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

SEGMENT AGGREGATION AND GAMES - PARIPLAY
 
In the quarter, Pariplay’s revenues increased by 39% to €9.0 million (6.5) from Q1 2021. EBITDA grew to €2.3 million (1.8) and the EBITDA margin amounted to 25.4% (28.3%).

Pariplay continued to demonstrate its strength with 17 new operator deals in Q1 2022. One of Pariplay’s objectives is to expand its footprint in regulated markets and the company made significant progress also in this the quarter in executing its growth strategy.

In January, Pariplay received a provisional license in Michigan which marked its third license in the US after New Jersey and West Virginia. Shortly after, Pariplay announced a deal with leading US operator Golden Nugget. Pariplay’s complete Fusion™ aggregation solution will go live across New Jersey, West Virginia and Michigan through Golden Nugget’s major brand, pending legislation and regulatory approvals. In January Pariplay also announced its collaboration with NeoPollard Interactive LLC, to offer a wealth of gaming content on Play Alberta. Play Alberta is the province’s only regulated online gambling website – which is operated and regulated by Alberta Gaming, Liquor and Cannabis (“AGLC”). In March, Pariplay took another major step in its North American expansion with the awarding of a license in the Canadian state of Ontario.
In the quarter Pariplay signed ten new content vendors and launched two new content vendors to its leading aggregation platform, FusionTM. At the end of the quarter Pariplay had in total 67 live vendors and offered over 12,000 games from third parties. In addition, Pariplay is promoting its Ignite program which is a flexible turnkey development framework for game developers to develop and deploy globally through Aspire Global’s comprehensive set of iGaming licenses, ensuring maximum coverage immediately on launch, leveraging its FusionTM global regulated network and proven technologies. At the end of the quarter Pariplay had eight game developers registered under this program.

In Q1 2022 Pariplay’s game studio, Wizard games, launched six new proprietary games. At the end of the period, Pariplay offered 143 proprietary games.
 

ASPIRE GLOBAL INTERIM REPORT JANUARY MARCH 2022       8
19 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

OTHER INFORMATION
 
PUBLIC TENDER OFFER BY NEOGAMES S.A.
On 17 January 2022, a public tender offer was made by NeoGames to the shareholders of Aspire Global to tender all their shares in the Company to NeoGames for a consideration consisting of a combination of cash and newly issued shares in NeoGames in the form of Swedish depository receipts. The shares in NeoGames are admitted to trading in the United States on the Nasdaq Stock Exchange, Global Market tier. Aspire Global’s main shareholders, who in aggregate own shares corresponding to 66.96% of all shares and votes in Aspire Global, have entered into irrevocable undertakings that enable the other shareholders in Aspire Global to tender their shares to NeoGames and receive 100% cash consideration corresponding to SEK 111.00 per share tendered in Aspire Global representing a premium of 41.40 percent compared to the closing price on 17 January 2022 of SEK 78.50 for Aspire Global’s share. The offer values each share in Aspire Global to SEK 91.03, corresponding to a total value of the offer for all shares in the company to approximately SEK 4,322 million. The Bid Committee of Aspire Global unanimously recommends the shareholders of Aspire Global to accept the full cash consideration alternative of SEK 111.00 per Aspire Global share, which is part of NeoGames’ public tender offer.

The statement by Aspire Global’s Bid Committee can be found on this web page. NeoGames’ public tender offer can be found on this web page.

DIVESTMENT OF THE B2C SEGMENT
On 1 December 2021, Aspire Global divested its B2C segment to the US-based Group Esports Technologies, Inc. (Nasdaq: EBET). The divestment followed Aspire Global’s review of the B2C segment that was announced in March 2021. The consideration sums up to about €65 million. The transaction also includes a four-year platform and managed services agreement with an estimated gross value of €70 million. The consideration consisted of €50 million in cash, €10 million in a promissory note and €5 million in common stock in the listed entity of Esports Technologies. The platform and managed services agreement consists of royalties related to the use of Aspire Global’s platform and related services during the coming four years. The estimated value of the royalties is based on the present performance and might change in the coming years.
RELATED PARTIES
During Q1 2022 Aspire Global’s share in the results of related companies was €-1,368 thousand (-111). For more information on related party transactions see Note 7 “Investments and loans" in the current interim report and Note 21 "Related parties” in the Annual Report.

EMPLOYEES
As of 31 March 2022, the number of employees was 591 (496), of which  276 (175) women.

EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting will be held remotely on 11 May 2022. The notice is available on https://www.aspireglobal.com/notice-of-extraordinary-general-meeting-of-aspire-global-plc/.

ANNUAL GENERAL MEETING 2022
The Annual General Meeting 2022 will be held on 30 June 2022. Time and place will be announced later.
 
SUSTAINABILITY
Sustainability is integrated in Aspire Global's business strategy through four focus areas that monitor progress and set out targets to build a sustainable business, ensuring the well-being of all stakeholders. The company publishes an annual standalone sustainability report, which is an essential part of being transparent on KPIs and the progress. Aspire Global’s four focus areas are: Environment, Safe User Experience, People, and Safe Digital Environment.

In Q1, Aspire Global launched its official sustainability webpages on www.aspireglobal.com, containing all info on the company’s sustainability strategy and execution in an interactive way. Aspire Global further strengthened its academic partnership with Bournemouth University, by participation in the Work Package 2 project, focused on reviewing and creating responsible gambling messages. Aspire Global stands for diversity & inclusivity all-year-round, and Q1 was a highlight in terms of expressing it in different initiatives around International Women’s month, with theme ‘Break the Bias’.

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RISKS AND UNCERTAINTIES
In March 2022, Aspire Global terminated its only Russian contract. The contract with the Russian National Lottery’s operators Sports Lotteries LLC was terminated due to different view of the business. The contract was announced in October 2020 and the termination had immediate effect. The termination will not have any impact on Aspire Global’s income and earnings in 2022. Aspire Global has 118 employees in Kiev in Ukraine. The operation has not been impacted by the war in Ukraine in Q1 2022.

For more information about risks and uncertainties, please see Aspire Global’s Annual report 2020, section “Risk assessment” as well as Note 23 “Financial instruments and risk management”.

ACCOUNTING POLICIES
The interim condensed consolidated financial information ("Interim Financial Information") of the Group has been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’ as adopted by the EU ("IAS 34").

The Interim Financial Information has been prepared on the basis of the accounting policies adopted in the company’s audited consolidated financial statements for the years ended 31 December 2020 and 2019 ("Annual Financial Statements"), which are prepared in accordance with International Financial Reporting Standards as adopted by the EU. This Interim Financial Information should be read in conjunction with the Annual Financial Statements, see Note 2 “Accounting principles” in the Annual Report 2020.

The Interim Financial Information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under International Financial Reporting Standards for annual financial statements.
SHAREHOLDER DATA
A list of the largest shareholders is available on the company’s website.

FINANCIAL CALENDAR
Annual report                          31 May 2022
Six-month report 2022          18 August 2022
Nine-month period 2022       3 November 2022
Year-end report 2022             16 February 2023

WEBCASTED PRESENTATION OF Q4 RESULTS
CEO Tsachi Maimon and CFO Motti Gil are presenting the Q1 2022 results on 4 May, 09:00am CEST, at https://tv.streamfabriken.com/aspire-global-q1-2022. There is an opportunity to ask questions during the presentation via the chat or by calling in using the dial-in numbers:

Sweden: +46 8 566 427 04
UK: +44 3333 009 266
USA: +16467224957

The presentation material will also be available on Aspire Global’s website https://www.aspireglobal.com/investors/.
 
FOR MORE INFORMATION, PLEASE CONTACT
Tsachi Maimon, CEO, tel +346-36452458, email [email protected]
Motti Gil, CFO, tel +356-99240646, email [email protected]

This is information that Aspire Global is obliged to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication by the contact person above at 8.00am CEST on 4 May 2022.

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INTERIM REPORT ASSURANCE
 
The Board of directors and the CEO assures that the interim report for the first quarter gives a fair overview of the company’s operations, position and result of operations, and describes the significant risks and uncertainties facing the company and the companies included in the Group.

Stockholm 4 May 2022

Carl Klingberg
Chairman

 
Aharon Aran
Board member
 
Fredrik Burvall
Board member
 
 
Tsachi Maimon
CEO
 
Barak Matalon
Board member

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
FIRST QUARTER
 
FULL YEAR
€’000, Q1 interim 2022 and 2021 unaudited, 2021 full year unaudited
2022
2021**
2021***
2021**
2021***
Revenues (including EU VAT)
46,320
35,161
37,046
158,319
166,533
EU VAT
-12
-416
-416
-870
-870
Net revenues
46,308
34,745
36,630
157,449
165,663
           
Distribution expenses
-29,433
-22,613
-24,498
-102,519
-110,733
Gaming duties
-1,064
-552
-552
-4,552
-4,552
Administrative expenses
-7,586
-4,650
-4,650
-19,992
-19,992
 
-38,083
-27,815
-29,700
-127,063
-135,277
           
EBITDA
8,225
6,930
6,930
30,386
30,386
           
Amortization and depreciation
-2,667
-2,039
-2,039
-8,746
-8,746
Operating income
5,558
4,891
4,891
21,640
21,640
           
Interest income and foreign currency exchange differences with respect to funding to related group
1,589
1,308
1,308
4,331
4,331
Finance income
47
79
79
335
335
Finance expenses
-487
-1,122
-1,122
-4,460
-4,460
Income before income taxes
6,707
5,156
5,156
21,846
21,846
           
Income taxes
-570
-492
-492
-2,016
-2,016
Net income before Company share in the results of associated companies
6,137
4,664
4,664
19,830
19,830
           
Company share in the losses of associated companies
-1,368
-111
-111
-1,573
-1,573
Net income from continuing operations
4,769
4,553
4,553
18,257
18,257
           
Capital gain and discontinued operations
-
1,437
-
59,186
-
Net income
4,769
5,990
4,553
77,443
18,257
 
Net income attributable to:
         
           
Equity holders of the Company
4,769
5,990
4,553
77,443
18,257
Non-controlling interests
*
*
*
*
*
Other comprehensive loss Items that will not be reclassified subsequently to profit or loss:
Loss on investment in EBET designated as at FVTOCI
-2,706
-
-
-1,159
-1,159
Total comprehensive income
2,063
-
-
76,284
17,098
Comprehensive income attributable to:
         
Equity holders of the Company
2,063
-
-
76,284
17,098
Non-controlling interests
*
*
*
*
*
           
Net income per share from continuing operations, €:
         
Basic
0.10
0.10
0.10
0.39
0.39
Diluted
0.10
0.10
0.10
0.39
0.39
Earnings per share from continuing and discontinuing operations, €:
         
Basic
0.10
0.13
0.10
1.67
0.39
Diluted
 
0.10
0.13
0.10
1.65
0.39
*Less than €500.
**  B2C as discontinued operations
***  Proforma – Karamba royalties included in revenues
         

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
€’000, Q1 interim 2022 and 2021 unaudited, 2021 full year unaudited
31 MAR
2022
31 MAR
 2021
31 DEC
 2021
ASSETS
     
NON-CURRENT ASSETS
     
Goodwill
34,475
29,480
34,475
Intangible assets
43,183
38,969
42,215
Right-of-use assets
1,040
2,117
1,269
Property and equipment
1,543
1,293
1,508
Capital notes and accrued interests*
5,384
-
5,144
Investments and loans – associated companies (Note 7)
4,133
3,226
3,002
Capital notes and accrued interests due from a related group
-
-
-
Deferred income taxes
51
47
41
 
89,809
75,132
87,654
       
CURRENT ASSETS
     
Trade receivables
21,272
13,581
18,048
Other receivables
6,129
5,793
7,452
Income taxes receivables
10,246
11,550
9,518
Investment in EBET
1,135
-
3,841
Capital notes and accrued interests due from a related group
-
15,787
18,669
Restricted cash
119
320
108
Cash and cash equivalents
83,159
41,774
63,651
 
122,060
88,805
121,287
Total assets
211,869
163,937
208,941
       
EQUITY AND LIABILITIES
     
       
EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE COMPANY
     
Share capital and premium
7,418
6,809
7,222
Share based payment reserve
1,700
1,389
1,465
Investment revaluation reserve (EBET)
-3,865
-
-1,159
Reserve with respect to funding transactions with a related group
-15,371
-15,371
-15,371
Retained earnings*
137,087
60,865
132,318
Total equity attributable to the equity holders of the Company
126,969
53,692
124,475
Non-controlling interests
1,152
485
994
 
128,121
54,177
125,469
NON-CURRENT LIABILITIES
     
Employee benefits, net
574
473
513
Lease liabilities
359
 753
383
Shareholders Loans
-
10,373
-
Contingent consideration on business combination
25,120
18,517
24,693
 
26,053
30,116
25,589
CURRENT LIABILITIES
     
Client liabilities
5,580
6,315
5,024
Trade and other payables
25,198
24,124
25,005
Lease liabilities
743
1,447
914
Senior secured bonds and interest payable
-
27,992
-
Contingent consideration
-
431
-
Deferred payment on business combination
-
4,817
-
Related group payables
539
304
1,303
Shareholders’ loans
10,311
10
11,276
Income taxes payable
15,324
14,204
14,361
 
57,695
79,644
57,883
Total equity and liabilities
211,869
163,937
208,941
*Update to evaluate fair value of the capital note
     

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Equity attributable to the equity holders of the Company €’000 (unaudited)
Share capital and premium
Share based payments reserve
Investment revaluation reserve (EBET)
Reserve with respect to funding transactions with related groups
Retained earnings
Total attributable to the equity holders of the Company
Non-controlling interests
Total equity
                 
FIRST QUARTER 2022
Balance 1 January 2022
7,222
1,465
-1,159
-15,371
132,318
124,475
994
125,469
Comprehensive income (loss)
-
-
-2,706
-
4,769
2,063
*
2,063
Exercise of stock options
196
-38
-
-
-
158
-
158
Employee stock option scheme
-
273
-
-
-
273
158
431
Balance 31 March 2022
7,418
1,700
-3,865
-15,371
137,087
126,969
1,152
128,121
 
FIRST QUARTER 2021          
Balance 1 January 2021
6,776
1,341
-
-15,371
54,875
47,621
318
47,939
Comprehensive income (loss)
-
-
-
-
5,990
5,990
-
5,990
Exercise of stock options
33
-2
-
-
-
31
-
31
Employee stock option scheme
-
50
-
-
-
50
167
217
 Balance 31 March 2021
6,809
1,389
-
-15,371
60,865
53,692
485
54,177
 
FULL YEAR 2021
               
Balance 1 January 2021 (unaudited)
6,776
1,341
-
-15,371
54,875
47,621
318
47,939
Comprehensive income (loss)
-
-
-1,159
-
77,443
76,284
*
76,284
Exercise of stock options
446
-88
-
-
-
358
-
358
Employee stock option scheme
-
212
-
-
-
212
676
888
Balance 31 December 2021
7,222
1,465
 
-1,159
-15,371
132,318
124,475
994
125,469
     * Less than €500.
               

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CONSOLIDATED STATEMENTS OF
CASH FLOW
€’000, interim 2022 and 2021 unaudited, 2021 full year unaudited
 
FIRST QUARTER
FULL YEAR
 
2022
2021
2021
CASH FLOW FROM OPERATING ACTIVITIES:
     
Income before income taxes
6,707
6,668*
26,375*
       
Adjustment for:
     
Amortization and depreciation
2,668
2,039
8,746
Employee stock option scheme expenses
431
217
888
Finance expense with respect to Senior secured bonds
-
545
551
Interest paid
-127
-531
-1,713
Interest expense and foreign currency exchange
differences with respect to lease liabilities
112
50
185
Interest income respect to funding capital note
-240
-
-83
Interest income and foreign currency exchanges differences with respect to funding to a related group
-1,589
-1,308
-4,331
Finance expenses with respect to contingent consideration and deferred payment on business combination
427
335
882
Finance expenses and foreign currency exchanges differences with respect to shareholders loans
367
127
1,613
Interest received
574
46
188
Increase in trade receivables
-3,224
-402
-4,869
Decrease (Increase) in restricted cash
-11
-1
211
Decrease (Increase) in other receivables
1,323
-2,797
-4,454
Increase (Decrease) in a related group’s receivables and payables
-764
226
1,225
Increase in income taxes payable net of income taxes receivables
-311
76
-318
Increase (Decrease) in trade and other payables
193
-40
408
Increase (Decrease) in loans with respect to leasehold improvements
45
-3
130
Increase (Decrease) in client liabilities
556
341
-950
Increase in employee benefits, net
61
31
71
 
7,198
5,619
24,755
Income taxes paid, net
-34
-297
-1,483
Net cash generated from operating activities
7,164
5,322
23,272
       
CASH FLOW FROM INVESTING ACTIVITIES:
     
Purchase of property and equipment
-408
-166
-929
Investment and purchase of intangible assets
-2,960
-1,984
-10,303
Net cash received from discontinued operations
-
-
47,355
Repayment of related group capital note
19,684
-
-
Net cash paid with respect to business combination
-
-
-4,614
Investments and loans – associated companies
-2,500
-
-1,240
Net cash generated from (used in) investing activities
13,816
-2,150
30,269
       
CASH FLOW FROM FINANCING ACTIVITIES
     
Repayment of lease liability
-253
-358
-1,538
Repayment of loans with respect to leasehold improvements
-45
-37
-170
Shareholders' loans received
-1,332
10,256
10,256
Repayment of corporate bonds
-
-
-27,506
Exercise of stock options
158
31
358
Net cash generated from (used in) in financing activities
-1,472
9,892
-18,600
       
Net increase (Decrease) in cash and cash equivalents
19,508
13,064
34,941
Cash and cash equivalents at the beginning of the period
63,651
28,710
28,710
Cash and cash equivalents at the end of the period
83,159
41,774
63,651
*Net income excluding continuing and discontinued income taxes and share in results of associated companies

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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1 – GENERAL
Aspire Global plc (the "Company") was incorporated in Gibraltar on 17 December 2003. On 9 May 2017 the Company re-domiciled to Malta. Since 11 July 2017 the Company's shares are traded on Nasdaq First North Premier Growth Market in Stockholm, Sweden, under the ticker ”ASPIRE”.

On 9 October 2020, the Company completed the acquisition of BtoBet Ltd, a leading B2B sportsbook and technology provider.

The Company together with its subsidiaries (the "Group") is a leading supplier which offers a solution for iGaming operators. The Group provides an advanced solution combining a robust platform, interactive games, aggregation platform, sportsbook and a set of comprehensive managed services. Gaming operators, affiliates and media companies benefit from flexible cross-platform solutions that include fully managed operations and customized integrations of a vast games offering.

The Group continues to carefully monitor the development of the Covid-19 virus across the world. Pro-active measures were taken early 2020 to reduce the health risks for the staff and to ensure business continuity.

On 1 December 2021, the Company divested its B2C segment to Esports Technologies, Inc. and Esports Product Technologies Malta Ltd. (together "Esports"). The transaction also includes a four-year platform and managed services agreement with an estimated gross value of €70 million, based on present volumes.

NOTE 2 – BASIS FOR PREPARATION
The interim condensed consolidated financial information ("Interim Financial Information") of the Group has been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’ as adopted by the EU ("IAS 34").

The Interim Financial Information has been prepared on the basis of the accounting policies adopted in the Group’s audited consolidated financial statements for the year ended 31 December 2020 ("Annual Financial Statements"), which were prepared in accordance with International Financial Reporting Standards as adopted by the EU. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

The Interim Financial Information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under International Financial Reporting Standards for annual financial statements.

All significant judgements and estimates used by the Group remain unchanged from the previous audited annual report and all valuation techniques and unobservable inputs remain unchanged.

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NOTE 3 – DISCONTINUED OPERATIONS
 
In accordance with IFRS 5, the B2C financial results are reported as discontinued operations in the Company financial statements for the first quarter of 2021 and for year ended 31 December 2021.
 
On 1 December 2021, the Company divested its B2C segment to Esports Technologies, Inc. and Esports Product Technologies Malta Ltd. (together "Esports"). The consideration sums up to about €65 million, consisting of €50 million in cash, €10 million in a promissory note and €5 million in common stock in the listed entity of Esports Technologies. The cash consideration received of €47.36 million is net of transaction costs.

The following is the breakdown of the results from discontinued operations for the quarter ended 31 March 2021 and for the year ended December 2021:
 
 
B2C DISCONTINUED
UNAUDITED
FIRST QUARTER
 
FULL YEAR
€’000, interim and annual 2021 unaudited
2021
 
2021
       
Revenues (including EU VAT)
15,743
 
66,854
EU VAT
-1,118
 
-2,241
Net revenues
14,625
 
64,613
       
Distribution expenses
-10,957
 
-44,600
Gaming duties
-1,048
 
-11,379
Administrative expenses
-992
 
-4,016
 
-12,997
 
-59,995
       
EBITDA
1,628
 
4,618
       
Amortization and depreciation
-
 
-
Operating income
1,628
 
4,618
       
Finance expenses
-115
 
-88
Income before income taxes
1,513
 
4,530
       
Income taxes
76
 
-227
Gain from B2C divestment net
-
 
54,883
Net income and comprehensive income
1,437
 
59,186
       
Net income and total comprehensive income attributable to Equity holders of the Company
1,437
 
59,186
       
Net cash inflow/(outflow) from:
     
operating activities
1,437
 
4,303
investing activities
-
 
47,355
financing activities
-
 
-

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NOTE 4 – SEGMENT INFORMATION
 
Segmental results are reported in a manner consistent with the internal reporting provided to management.
The operating segments identified are:

Business to Business (“B2B”)

B2B Core

B2B Games (Pariplay)

B2B Sports (BtoBet)

Management assesses the performance of operating segments based on revenues and segment results. 

Segment results contain revenues net of distribution expenses gaming duties and administrative expenses.

FIRST QUARTER 2022
 
B2B
   
€’000, unaudited
Core
Games
Sports
 
Elimination
Total
Revenues (including EU VAT)
33,966
8,019
4,335
 
-
46,320
Revenues (inter-segment)
-
1,026
100
 
(1,126)
-
EU VAT
(12)
-
-
 
-
(12)
Net revenues
33,954
9,045
4,435
 
(1,126)
46,308
Expenses
(29,397)
(6,744)
(3,068)
 
1,126
(38,083)
EBITDA
4,557
2,301
1,367
 
-
8,225
             
UNALLOCATED EXPENSES:
           
Amortization and depreciation
         
(2,667)
Operating income
         
5,558
             
Interest income and foreign currency exchange differences with respect to funding to a related group
         
1,589
Finance income
         
47
Finance expenses
         
(487)
Income before income taxes
         
6,707

FIRST QUARTER 2021
           

B2B




€’000, unaudited
Core
Games
Sports
 
Elimination
Total
Revenues (including EU VAT)
27,217
5,589
2,355
 
-
35,161
Revenues (inter-segment)
-
917
-
 
(917)
     -
EU VAT
(416)
-
-
 
-
(416)
Net revenues
26,801
6,506