Form 6-K Super Group (SGHC) Ltd For: May 25

May 25, 2022 8:04 AM EDT

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Washington, D.C. 20549









May 25, 2022

Commission File Number: 001-41253



Super Group (SGHC) Limited

(Translation of registrant’s name into English)



Super Group (SGHC) Limited

Bordeaux Court, Les Echelons

St. Peter Port, Guernsey, GY1 1AR

Telephone: +44 (0) 14 8182-2939

(Address of Principal Executive Offices)



Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐




Super Group (SGHC) Limited

On May 25, 2022, Super Group (SGHC) Limited issued a press release announcing its first quarter 2022 financial results. A copy of the press release is attached hereto as Exhibit 99.1.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 25, 2022     By:  

/s/ Jon Jehan

    Name:   Jon Jehan
    Title:   Company Secretary



Exhibit No.   


99.1    Press Release, dated May 25, 2022.

Exhibit 99.1



Super Group Reports First Quarter 2022 Financial Results



Revenue of 334.5 million up 7% period over period



Adjusted EBITDA of 61.5 million up 14% period over period



Loss after tax of 163.2 million includes 201.5 million of costs and changes in fair values associated with the business combination and listing as a public company



Cash and cash equivalents increased 39% to 272.7 million at March 31, 2022 from March 31, 2021



Management to host conference call today at 8:30 a.m. ET

New York, NY – May 25, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced first quarter 2022 financial results for its operating subsidiary, SGHC Limited.

Super Group completed a business combination on January 27, 2022, with Sports Entertainment Acquisition Corp. (“SEAC”) as a result of which all of the shareholders of SGHC Limited also exchanged their shares for shares of Super Group in a pre-closing reorganization. Prior to January 27, 2022, SGHC did not conduct any operations other than incurring costs to effect the reorganization and business combination.

Neal Menashe, CEO of Super Group, commented: “During the first quarter of 2022, Super Group began operating as a U.S publicly listed company and continued to expand in both existing and new markets in line with our growth strategy.” Mr. Menashe continued, “Our team has become accustomed to navigating the business through changing and challenging environments, and we believe the strategies that we are executing on will enable us to continue doing so as we take Super Group from strength to strength.”

Alinda van Wyk, CFO of Super Group commented, “The results for the first quarter of 2022 reflected revenue growth and strong cash generation but were challenged on a period over period comparative basis due to industry and economic headwinds and costs related to our business combination and listing as a public company in January. Ms van Wyk stated, “Despite tough period over period comparisons, Super Group experienced revenue growth and a year over year 39% increase in cash and cash equivalents.”

Financial Highlights



Revenue increased 7% to €334.5 million for first quarter 2022 from €311.8 million in the same period from the prior year driven by growth in African and Asia-Pacific markets partially offset by adverse impacts from tightening regulation, and in some cases, ceasing in some European markets. Revenue for the first quarter of 2021 was also impacted by continued shutdowns from the COVID pandemic in many markets which resulted in increased gaming activity.


Loss after tax for the first quarter of 2022 was €163.2 million compared to a profit of €38.6 million in the same period of the prior year. Loss for the first quarter of 2022 included €201.5 million of costs and adjustments related to the business combination and the listing on January 27, 2022. including €21.4 million of transaction costs incurred as well as €180.1 million of non-cash costs and adjustments as follows:



€126.3 million for share listing expense;



€29.4 million for a fair value adjustment of warrant liabilities; and



€24.4 million for a fair value adjustment of earn out liabilities.

The transaction fees and share listing expense are one-time costs.



EBITDA, a non-GAAP measure, decreased to a loss of €138.2 million in the first quarter of 2022 compared to earnings of €64.1 million in the same period from the prior year.



Adjusted EBITDA, which excludes transaction costs, share listing expense, changes in valuations of warrants and earn-out liabilities, gains on derivative contracts and bargain purchases, increased 14% to €61.5 million compared to €54.0 million in the same period from the prior year.



Monthly Average Customers for the quarter increased 10% to 2.6 million during the first quarter of 2022 from 2.4 million in the first quarter of 2021 despite closure and restrictions in certain European countries and the first quarter of 2021 benefiting from a resurgence of the COVID pandemic.



Cash and cash equivalents was €272.7 million at March 31, 2022 and €293.8 million at December 31, 2021. The decrease was primarily the result of cash used to redeem shares in connection with closing the business combination, offset in part by cash released from SEAC’s trust account to Super Group upon the closing. Cash and cash equivalents increased 40% to €272.7 million at March 31, 2022 from €196.2 million at March 31, 2021.

Business Highlights



During the first quarter of 2022, Super Group increased its regulated market presence through the launch of both a sports betting and casino offering in Bulgaria.



Nine new partnerships were signed during the first quarter of 2022, including the Milwaukee Bucks, the Stock Car Pro Series Brazil and the Ghana Women’s Football League.



As of March 31, 2022, Super Group had over 70 brand partnerships in over 20 jurisdictions.



In Ontario, registration has been awarded for the Betway brand, and SGHC anticipates imminent registration for the Spin brands. Currently, Betway and Spin continue to operate in Ontario with the knowledge of the regulator.



Geographical Information for the Three Months Ended March 31





€ ‘000s




€ ‘000s




€ ‘000s


Africa and Middle East

     63,786       1,337       65,123  

Asia and Pacific

     55,250       23,989       79,239  


     30,192       2,525       32,717  

North America

     34,467       115,984       150,451  

South/Latin America

     3,285       3,663       6,948  









     186,980       147,498       334,478  









     %     %     %  

Africa and Middle East

     34     1     19

Asia and Pacific

     30     16     24


     16     2     10

North America

     18     79     45

South/Latin America

     2     2     2
     2021     2021     2021  
     Betway     Spin     Total  
     € ‘000s     € ‘000s     € ‘000s  

Africa and Middle East

     40,624       1,591       42,215  

Asia and Pacific

     40,592       27,352       67,944  


     37,771       8,697       46,468  

North America

     34,036       114,661       148,697  

South/Latin America

     2,811       3,676       6,487  









     155,834       155,977       311,811  









     %     %     %  

Africa and Middle East

     26     1     14

Asia and Pacific

     26     18     22


     24     6     15

North America

     22     73     47

South/Latin America

     2     2     2



Disaggregation of Revenue by Product Line

For the Three Months ended March 31, 2022:


     Betway      Spin      Total  
     € ‘000s      € ‘000s      € ‘000s  

Online casino

     57,456        147,046        204,502  

Sports betting

     109,037        452        109,489  

Brand licensing

     19,890        —          19,890  


     597        —          597  










Total Group revenue

     186,980        147,498        334,478  










For the Three Months ended March 31, 2021:


     Betway      Spin      Total  
     € ‘000s      € ‘000s      € ‘000s  

Online casino

     55,566        154,913        210,479  

Sports betting

     82,905        1,064        83,969  

Brand licensing

     17,363        —          17,363  










Total Group revenue

     155,834        155,977        311,811  










Reorganization Timeline

Over the last three years, the business conducted a restructuring by combining existing, stand-alone companies into the newly formed Super Group. The only acquisition affecting the periods presented in this press release is Raging River, acquired on January 11, 2021.    

SGHC Limited was formed on July 6, 2020.

The following transactions took place during 2019, 2020, 2021 and 2022 as part of the reorganization:



Pindus is the predecessor entity, and its results are reflected in the financial statements prior to July 31, 2019.



July 26, 2019 - Fengari was deemed to have been acquired.



April 1, 2020 - Pelion was deemed to have been acquired.



May 4, 2020 - Pelion acquired Lanester.



September 30, 2020 - Yakira and Gazelle were both acquired.



January 11, 2021 - Raging River was deemed to have been acquired.



April 9, 2021 - Webhost, Partner Media and Buffalo were acquired.



April 14, 2021 - DigiProc Consolidated was acquired.



April 19, 2021 - Raichu Investments was acquired.



September 2, 2021 - SGHC purchased 100% of the outstanding shares of Smart Business Solutions S.A.



December 1, 2021 - SGHC purchased 100% of the outstanding shares in Haber Investments, and Red Interactive.



January 27, 2022 - Business combination with SEAC.



Non-GAAP Financial Information

This press release includes non-GAAP financial information not presented in accordance with the International Financial Reporting Standards (“IFRS”).

EBITDA and Adjusted EBITDA are non-GAAP company-specific performance measures that Super Group uses to supplement the Company’s results presented in accordance with IFRS. EBITDA is defined as profit before depreciation, amortization, financial income, financial expense and income tax expense/credit. Adjusted EBITDA is defined as EBITDA less gain on derivative contracts and gain on bargain purchase plus transaction costs, share listing expense and fair value adjustments on warrant liabilities and earnout liabilities.

Super Group believes that these non-GAAP measures are useful in evaluating the Company’s operating performance as they are similar to measures reported by the Company’s public competitors and are regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects.

Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by IFRS to be recorded in Super Group’s financial statements. In order to compensate for these limitations, management presents non-GAAP financial measures together with IFRS results. Non-GAAP measures should be considered in addition to results and guidance prepared in accordance with IFRS, but should not be considered a substitute for, or superior to, IFRS results.

Reconciliation tables of the most comparable IFRS financial measure to the non-GAAP financial measures used in this press release are included below. Super Group urges investors to review the reconciliation and not to rely on any single financial measure to evaluate its business. In addition, other companies, including companies in our industry, may calculate similarly named non-GAAP measures differently than we do, which limits their usefulness in comparing our financial results with theirs.



Reconciliation of Profit to Adjusted EBITDA for the Three Months Ended March 31:     


     2022      2021  
     € ‘000s      € ‘000s  

Profit (Loss) for the period

     (163,222      38,571  

Income tax expense

     8,959        2,920  

Finance income

     (313      (338

Finance expense

     349        2,879  

Depreciation and amortization expense

     15,990        20,022  








     (138,237      64,054  

Transaction costs

     21,405        —    

Gain on derivative contracts

     (1,712      —    

Share listing expense

     126,252        —    

Fair value - warrant liability

     29,374        —    

Fair value - earnout liability

     24,385        —    

Gain on bargain purchase

     —          (10,047







Adjusted EBITDA

     61,467        54,007  







Webcast Details

The Company will host a webcast at 8:30 a.m. ET today to discuss the first quarter 2022 financial results. For ease of year-over-year comparison and analysis the Company may discuss pro-forma consolidated results, including Adjusted EBITDA, which pro-forma results are included in the 2022 Earnings Review presentation posted on Investor Relations section of

Participants may access the live webcast and supplemental earnings presentation on the events & presentations page of the Super Group Investor Relations website at:

About Super Group (SGHC) Limited

Super Group (SGHC) Limited is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. The group is licensed in multiple jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience. For more information, visit





[email protected]


[email protected]

Source: Super Group

Forward-Looking Statements

Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, but are not limited to, expectations and timing related to market entries and expansion, projections of market opportunity and growth, expected growth of Super Group’s customer base, expansion into new markets and receipt of regulatory approvals.

These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to implement business plans, forecasts and other expectations, and identify and realize additional opportunities; (ii) the ability to maintain the listing of Super Group’s securities on a national securities exchange; (iii) changes in the competitive and regulated industries in which Super Group operates; (iv) variations in operating performance across competitors; (v) changes in laws and regulations affecting Super Group’s business; (vi) Super Group’s inability to meet or exceed its financial projections; (vii) changes in general economic conditions, including as a result of the COVID-19 pandemic; (viii) changes in domestic and foreign business, market, financial, political and legal conditions; (ix) future global, regional or local economic and market conditions affecting the sports betting and gaming industry; (x) changes in existing laws and regulations, or their interpretation or enforcement, or the regulatory climate with respect to the sports betting and gaming industry; (xi) the ability of Super Group’s customers to deposit funds in order to participate in Super Group’s gaming products; (xii) compliance with regulatory requirements in a particular regulated jurisdiction, or Super Group’s ability to successfully obtain a license or permit applied for in a particular regulated jurisdiction, or maintain, renew or expand existing licenses; (xiii) the technological solutions Super Group has in place to block customers in certain jurisdictions, including jurisdictions where Super Group’s business is illegal, or which are sanctioned by countries in which Super Group operates from accessing its offerings; (xiv) Super Group’s ability to restrict and manage betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; (xv) the ability by Super Group’s key executives, certain employees or other individuals related to the business, including significant shareholders, to obtain the necessary licenses or comply with individual regulatory obligations in certain jurisdictions; (xvi) protection or enforcement of Super Group’s intellectual property rights, the confidentiality of its trade secrets and confidential information, or the costs involved in protecting or enforcing Super Group’s intellectual property rights and confidential information; (xvii) compliance with applicable data protection and privacy laws in Super Group’s collection, storage and use, including sharing and international transfers, of personal data; (xviii) failures, errors, defects or disruptions in Super Group’s information technology and other systems and platforms; (xix) Super Group’s ability to develop new products, services, and solutions, bring them to market in a timely



manner, and make enhancements to its platform; (xx) Super Group’s ability to maintain and grow its market share, including its ability to enter new markets and acquire and retain paying customers; (xxi) the success, including win or hold rates, of existing and future online betting and gaming products; (xxii) competition within the broader entertainment industry; (xxiii) Super Group’s reliance on strategic relationships with land based casinos, sports teams, event planners, local licensing partners and advertisers; (xxiv) events or media coverage relating to, or the popularity of, online betting and gaming industry; (xxv) trading, liability management and pricing risk related to Super Group’s participation in the sports betting and gaming industry; (xxvi) accessibility to the services of banks, credit card issuers and payment processing services providers due to the nature of Super Group’s business; (xxvii) the regulatory approvals related to Super Group’s acquisition of DGC; (xxviii) the integration of the DGC business; and (xxix) other risks and uncertainties indicated from time to time for Super Group including those under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on April 20, 2022, and in Super Group’s other filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in other documents filed or that may be filed by Super Group from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Super Group assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Super Group does not give any assurance that it will achieve its expectations.



SGHC Limited

Unaudited Interim Condensed Consolidated Statements of Profit

or Loss

and Other Comprehensive Income for the three

months ended March 31, 2022 and 2021






€ ‘000s



€ ‘000s



     334,478       311,811  

Direct and marketing expenses

     (240,717     (214,449

Other operating income

     2,407       263  

General and administration expenses

     (34,701     (43,618

Depreciation and amortization expense

     (15,990     (20,022

Transaction fees

     (21,405     -  







Profit from operations

     24,072       33,985  

Finance income

     313       338  

Finance expense

     (349     (2,879

Gain on derivative contracts

     1,712       -  

Share listing expense

     (126,252     -  

Change in fair value of warrant liability

     (29,374     -  

Change in fair value of earnout liability

     (24,385     -  

Gain on bargain purchase

     -       10,047  







(Loss)/profit before taxation

     (154,263     41,491  

Income tax expense

     (8,959     (2,920







(Loss)/profit for the period attributable to owners of the parent

     (163,222     38,571  

Other comprehensive income


Items that may be reclassified subsequently to profit or loss


Foreign currency translation

     1,117       526  







Other comprehensive income for the period

     1,117       526  







Total comprehensive (loss)/profit for the period attributable to owners of the parent

     (162,105     39,097  







Weighted average shares outstanding, basic and diluted

     488,324,769       460,395,838  

(Loss)/Net profit per share, basic and diluted

     (0.33     0.08  



SGHC Limited

Unaudited Interim Condensed Consolidated Statements of Financial Position

as at March 31, 2022 and December 31, 2021






€ ‘000s



€ ‘000s




Non-current assets


Intangible assets

     165,904       172,954  


     25,003       25,023  

Property, plant and equipment

     13,707       12,498  

Right-of-use assets

     13,887       14,541  

Deferred tax assets

     29,422       24,108  

Regulatory deposits

     8,980       8,594  

Loans receivable

     7,500       25,516  

Financial assets

     1,686       1,686  






     266,089       284,920  

Current assets


Trade and other receivables

     167,154       169,252  

Income tax receivables

     33,923       35,806  

Restricted cash

     88,231       60,296  

Cash and cash equivalents

     272,684       293,798  






     561,992       559,152  








     828,081       844,072  







Non-current liabilities


Lease liabilities

     10,938       10,896  

Deferred tax liability

     9,634       9,248  

Interest-bearing loans and borrowings

     532       764  






     21,104       20,908  

Current liabilities


Earnout liability

     274,340       —    

Warrant liability

     76,489       —    

Lease liabilities

     4,807       5,353  

Deferred consideration

     —         13,200  

Shareholders’ repurchase payable

     44,311       —    

Interest-bearing loans and borrowings

     3,294       3,008  

Trade and other payables

     150,561       147,353  

Customer liabilities

     52,883       51,959  


     47,920       47,715  

Income tax payables

     47,708       40,524  






     702,313       309,112  








     723,417       330,020  









Issued capital

     273,436       269,338  

Earnout reserve

     (249,955     —    

Foreign exchange reserve

     (977     (2,094

Retained profit

     82,160       246,808  








     104,664       514,052  








     828,081       844,072  









SGHC Limited

Unaudited Interim Condensed

Consolidated Statements of

Cash Flows for the three

months ended March 31, 2022

and 2021






€ ‘000s



€ ‘000s


Cash flows from operating activities


(Loss)/profit for the period

     (163,222     38,571  

Add back:


Income tax expense

     8,959       2,920  

Loss on disposal of assets

     —         (7

Fair value - warrant liability

     29,374       —    

Fair value - earnout liability

     24,385       —    

Share listing expense

     126,252       —    

Depreciation of property, plant and equipment

     1,323       587  

Waiver of loans

     —         462  

Gain on bargain purchase

     —         (10,047

Amortization of right-of-use assets

     1,162       542  

Amortization of intangible assets

     13,505       18,893  

Increase in provisions

     387       255  

Finance income

     (313     (338

Finance expense

     242       2,770  

Unrealized foreign currency (loss)/gain

     (1,688     2,483  

Changes in working capital:


Decrease in trade and other receivables

     2,289       19,161  

Decrease in trade and other payables

     (20,128     (17,083

Increase in customer liabilities

     924       6,302  

Change in restricted cash

     (731     (1,169







Cash from operating activities

     22,720       64,302  

Dividends tax paid

     (5,461     (154

Corporation tax rebates received

     1,846       2,387  

Corporation tax paid

     (1,422     (3,292







Net cash flows from operating activities

     17,683       63,243  

Cash flows from investing activities


Cash received in interest

     237       200  

Acquisition of intangible assets

     (6,252     (3,628

Acquisition of property, plant and equipment

     (2,533     (524

Acquisition of businesses, net of cash acquired

     —         10,301  

Restricted cash guarantee

     (27,204     —    

Receipts from loans receivable

     17,541       1,041  

Issuance of loans receivable

     (6     (25

Cash used in regulatory deposits

     (386     (463







Net cash flows from investing activities

     (18,603     6,902  

Cash flows used in financing activities


Shares repurchased

     (179,985     (10,733

Capitalized transaction fees

     (1,488     —    

Proceeds from shares issued

     172,119       —    

Cash paid for deferred consideration

     (13,200     —    

Repayment of interest-bearing loans and borrowings

     (349     (1,932

Repayment of lease liabilities - interest

     (261     (352

Repayment of lease liabilities - principal

     (1,186     (1,027







Net cash flows used in financing activities

     (24,350     (14,044

(Decrease)/increase in cash and cash equivalents

     (25,270     56,101  

Cash and cash equivalents at beginning of the period

     293,798       138,540  

Effects of exchange rate fluctuations on cash held

     4,156       1,553  







Cash and cash equivalents at end of the period

     272,684       196,194  









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