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Attractive Demographic Supported by Structural Tailwinds. Source: Regulus Partners, Kantar Betscope. There is an expanding market opportunity for poker and other forms of online, regulated, gaming in The Stars Group's key markets.

Today, Europe is a relatively developed market with the majority of European Union countries now having licensing systems in place, and the larger markets that do not are generally in the process of forming regulations such as The Netherlands. We are intending to leverage the stable foundation of the Sky brand in its operating countries in Europe including in Germany and Italy , in association with the global platform of The Stars Group, to develop a strong SBG brand into Europe.

While regulations are broadly supportive across Europe, Management believes there is significant scope for growth in these markets. Supreme Court's decision to strike down a federal law prohibiting states from. Following this ruling, we expect that several states will adopt legislation that may enable the development and expansion of online gaming markets. For example, most recently Pennsylvania passed legislation in permitting online sports betting, poker and casino, and The Stars Group has applied for a license to operate there.

Combining SBG's best-in-class sportsbook and media partnerships and The Stars Group's brand recognition, technology platform established presence and large customer base in the US, The Stars Group believes it is uniquely positioned to benefit from this potential market. The Stars Group's market-leading poker vertical is a large-scale, low-cost customer acquisition channel with significant network effects that benefit from cross selling and scale. The Stars Group believes that the Acquisition of SBG bolsters this platform and adds a second strong, low-cost customer acquisition channel and increased cross-selling opportunities.

Of particular importance is the ability to cross-sell existing poker and sports betting customers into high-yielding casino products, which The Stars Group expects will result in substantial operating leverage. The Stars Group's has taken a measured approach in marketing its casino product, primarily leveraging the existing customer base to achieve strong growth through cross-selling. The Stars Group's platform also allows for efficient access to new markets as the Company is not fully dependent on third party suppliers to ensure product functionality and compliance with regulations required to launch in a new market.

This is evidenced by the recent pooling of poker liquidity in the formerly ring-fenced markets of France, Spain and Portugal, where The Stars Group is the only operator licensed and operating in all three jurisdictions on a pooled basis.

The technology infrastructure used for The Stars Group's online gaming business was designed to support its growth by having the flexibility and scalability to adapt and conform to the demands and changes in its product offerings. The Stars Group's product development philosophy is focused on continuous innovation in creating and improving its product offerings.

The Stars Group continuously develops its proprietary platforms, games and content, and has invested significantly in its technology infrastructure to ensure a positive experience for its customers, not only from an entertainment perspective, but most importantly with respect to security and integrity across business divisions and verticals. SBG owns and controls most of its technology, with full control of the customer-facing elements.

Despite the high loads and rapid innovation, the SBG platform is highly resilient and robust with The Stars Group has several brands that we believe are iconic, internationally recognised and industry defining. In addition, The Stars Group's use of celebrities, pros, live poker, social media, TV and digital channels to promote the brand and the game of poker have resulted in scale and efficiency in its marketing.

Sky has SBG also holds an exclusive brand license to use the Sky Bet brands for betting and gaming activities, as well as long-term commercial agreements with Sky that provide for advertising and exclusive digital integration on the Sky Sports platform. SBG considers its symbiotic relationship with Sky Sports a key strength, and it has developed a strong relationship of collaboration with Sky that SBG believes will continue to drive its value.

In addition to commercial agreements, benefits of SBG's relationship with Sky include customer recognition of the Sky brand, integrated marketing campaigns and cross promotion across Sky Sports channels and platforms, as well as the free-to-play games operated by SBG and jointly promoted by SBG and Sky, which provides multiple customer touchpoints and lowers the cost of customer acquisition.

The Stars Group's leadership team consists of accomplished industry veterans with a proven track record of executing effective strategies and achieving profitable growth. Furthermore, The Stars Group has demonstrated its ability to acquire and successfully integrate acquisitions, including the Australian Acquisitions. The Stars Group believes that the addition of SBG management, a proven senior management team who will lead the combined UK initiatives will enhance the performance and abilities of the combined company.

Brief biographies on key management are below:. He is an experienced gaming industry executive and joined the Company from Playtech, a global gaming software company, where he served as the COO. Prior, Mr. Ashkenazi graduated with honors from Shenkar College in Israel where he earned a B.

Previously, Mr. Previously, Dr. Prior to joining The Stars Group, Mr. Goldstein was a principal shareholder in the corporate and securities practice at the international law firm of Greenberg Traurig P. Goldstein's practice focused on corporate and securities matters, including mergers and acquisitions, securities offerings, and financing transactions.

Goldstein was also the co-chair of the firm's Gaming Practice. Richard holds a Master's degree in engineering, economics and management from University of Oxford and a Master's in public policy from Harvard University. Ian Proctor has been the CFO of Sky Betting and Gaming since , before which he had held a series of senior finance roles at Sky, since joining them in Andy Burton has been the Chief Technology Officer of Sky Betting and Gaming since and is responsible for all aspects of technology.

Prior to joining The Stars Group, these individuals worked for various companies, including Mr. Our Business Strategy. The Stars Group focuses on the creation of long-term shareholder value by building upon its existing strengths and expanding and strengthening its portfolio of products and services that it expects will deliver sustainable, profitable long-term growth.

The Stars Group places great emphasis on the customer and its goal is to become the world's favorite online gaming destination, which it believes it can achieve by creating a fun and positive experience and many winning moments. To do this, management seeks certain ongoing, principal strategic initiatives, including:. First Quarter Financial Summary.

First Quarter and Subsequent Operational Highlights. Summary Information of The Stars Group. This information is considered by the directors of The Stars Group to be helpful in assessing the performance of the Company. Consolidated Statement of Earnings Information. Consolidated cash flow statement data. See the reconciliation table below. Consolidated statement of comprehensive income data. We will not receive any of the proceeds of the sale of Secondary Shares by the Selling Shareholders.

We intend to use the net proceeds of the Offering of Treasury Shares, together with borrowings under the Senior Facilities, the net proceeds from the Notes Offering and cash on hand to fund the Acquisition and to pay related fees and expenses. In addition, we intend to use a portion of the borrowings under the Senior Facilities together with a portion of the net proceeds from the Notes Offering or, if applicable, the Senior Unsecured Bridge Facility to repay all of SBG's outstanding indebtedness excluding certain payments in respect of swap obligations and to repay certain SBG shareholder loans, as well as to refinance certain of our outstanding indebtedness.

The Offering is not contingent on completion of the Acquisition. If the Acquisition is not completed, we intend to use the proceeds from this Offering for general corporate purposes, as described under "Use of Proceeds". See "Risk Factors". PJT Partners, a member of FINRA, is not acting as an underwriter, and accordingly, is neither purchasing nor offering to sell any securities and will not identify, solicit or engage directly with potential investors in connection with the Offering.

Blackstone Advisory Partners L. CrownBet and William Hill Australia. Matthew Tripp, CrownBet's Chief Executive Officer, will remain in his position and continue to operate the combined business in Australia. The Transactions. We intend to use the net proceeds of the Offering of Treasury Shares, together with borrowings under the Senior Facilities, the net proceeds from the Notes Offering or, if applicable, the Senior Unsecured Bridge Facility and cash on hand to fund the Acquisition and to pay related fees and expenses.

Conversion of Preferred Shares. The Acquisition Agreement. The following is a summary of certain provisions of the Acquisition Agreement and is qualified in its entirety by the full text of the Acquisition Agreement, a copy of which is available in redacted form on SEDAR under the Company's profile at www.

Closing Conditions. Termination Provisions. If the Acquisition Agreement is terminated in accordance with these provisions, no party shall have any claim of any nature against the other parties, except in respect of any rights and liabilities which have accrued before termination, or under specified surviving provisions. Except as described above, no party to the Acquisition Agreement is entitled to rescind or terminate the Acquisition Agreement in any circumstances whatsoever, except where a party is entitled to terminate the Acquisition Agreement in the case of the fraud or fraudulent misrepresentation.

Warranties, Undertakings and Limitations. The sellers have provided customary title, capacity and authority warranties to The Stars Group. Customary warranties relating to SBG's business and a customary tax indemnity are covered by warranty and indemnity insurance procured by The Stars Group in respect of which claims are also subject to customary limitations.

The Stars Group has provided customary title, capacity and authority warranties to each of the sellers. In addition, The Stars Group has provided certain warranties on the availability of funds to satisfy the total cash consideration payable to the sellers at closing and on the loan notes and Consideration Shares. All warranties are subject to customary limitations. Lock Up and Registration Rights.

Financing the Acquisition. This Prospectus Supplement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Senior Notes. Assuming we so commence an offering with respect to such Senior Notes, such offering will be offered pursuant to a memorandum or prospectus in respect of such offering.

There can be no assurance that we will commence or complete the Notes Offering and this Offering is not contingent upon the completion of the Notes Offering or any other Debt Financing. If the Notes Offering does not occur, the Commitment Letter provides for an interim unsecured bridge facility with customary terms for facility of that type.

This Prospectus Supplement is not an offer to sell or a solicitation of an offer to buy any senior notes. The foregoing description of the Debt Financing is included herein solely for informational purposes. The amount, timing and terms and conditions of any Debt Financing are subject to market and other conditions.

There can be no assurance that we will be able to commence or complete any Debt Financing on terms and conditions acceptable to us or at all. The information in the following section has been provided for background purposes. The Online Betting and Gaming Market. Online gaming is the virtual or digital equivalent of many popular land-based games such as poker, blackjack, slot machines and sports betting.

The online betting and gaming industry includes activities like betting, gaming and lottery games on digital devices like smartphones, tablets and computers. Operators take advantage of scale and technology to provide gaming to large networks of players. For online poker, these large networks create what is known as liquidity, the volume of people playing and dollars wagered. Liquidity is an important driver of customer retention and new customer acquisition, providing strong network effects.

Additionally, cross-selling between online verticals e. Player vs. Online poker operators collect a percentage of each pot, or the rake, in ring games and a tournament entry fee for tournaments and do not have any of their own capital at risk. Operators also offer tournament play with guaranteed jackpots in which the operator's capital is at risk if enough players to fund the prize do not join the tournament.

However, pooled liquidity and large scale helps reduce the risk that an operator will have to pay out of pocket for guaranteed jackpot tournaments. Online casino offerings typically include games seen in a land-based casino such as blackjack, roulette and slot machines. For these offerings, operators function similar to land-based casinos, generating. In online casino there is lower volatility from the statistical norm versus land based as there are a larger number of bets placed at smaller denominations.

Sports betting involves players wagering on the outcome of sporting events and horse races. Revenues are generated through hold, which is the amount retained after all winning bets have been paid on any market or event. Players bet against the house so in the short-term there is some risk associated with sportsbook, where margins can be volatile. In online sportsbook, customer data allows for more sophisticated risk management, with the operator having detailed knowledge of each customer's betting habits.

Industry Growth. Originating in the mid's, online gaming has grown steadily over time. Over the past decade as technology, security and public sentiment has improved, this growth has accelerated. There have been several drivers of the rise of the online gaming industry.

Primarily, the digitization of the global economy, a growing acceptance of e-commerce, the adoption of digital gaming by most traditional offline operators, the cost efficiencies of online gaming, and the broader regulatory and political acceptance of online gaming has led to strong growth in the industry in recent years.

More recently, growth has been supported by the rapid adoption of smartphones, the opening of app stores to include gaming apps, and an increasing number of jurisdictions that regulate and licence online gaming. The chart below shows gross gaming revenue for certain markets. The chart below shows the CAGR for global land-based gaming gross win for the periods actual to actual and estimated to estimated compared to global gross win CAGR for global online gaming for the same period.

The UK gaming market consists of a wide range of product verticals and distribution including online, betting shops, casinos and bingo halls. Lotteries also represent a significant proportion of the total gaming market in the UK and worldwide, but due to the nature of the lottery customer base and distribution channels lotteries are excluded from the discussion in this section.

Shifts in the UK gaming industry consumer preferences towards online and mobile gaming have transformed the UK gaming platform landscape. Several factors have supported, and continue to support, a transition from offline to online gaming, including:. Within the online gaming market, growth has been skewed towards mobile platforms. The main trend in the UK betting and gaming market over the last decade has been strong growth in online gaming. According to Kantar Betscope, by customer numbers, SBG has become the number one UK betting and gaming group by brand penetration actives as a percentage of total users in online sports betting Competitive Landscape in the UK Market.

The UK sports betting industry is well established, well-regulated and popular. Sports betting was first regulated in the UK by the Gaming Act Through the Betting and Gaming Act, licensed betting shops were legalized for the first time, with a relaxation of prior restrictions.

Sports betting has been the UK's fastest growing gaming segment. The table below sets out the evolution of the UK online sports betting market and its constituent parts. The chart below details the top five participants by revenue in the UK online sportsbetting market in UK Online Gaming Market. The table below sets out the expected evolution of the market and its constituent parts.

The Underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the initial offering of the Common Shares offered by this Prospectus Supplement the " Over-Allotment Option ". This Prospectus Supplement also qualifies under applicable Canadian securities laws the grant of the Over-Allotment Option and the distribution of up to 2,, and , Common Shares to be sold by the Selling Shareholders and the Company, respectively, upon exercise of the Over-Allotment Option.

A purchaser who acquires Common Shares forming part of the over-allocation position acquires those shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Underwriters' Position. The Stars Group intends to both maintain leadership and continue improving, expanding and innovating its product offerings in poker.

The Stars Group intends to achieve these objectives through continued rollout and introduction of new and innovative poker offerings and marketing campaigns, and continued improvements in the poker ecosystem to benefit and attract high-value, net-depositing customers primarily recreational players. SBG's robust technology platform and rich customer data will allow The Stars Group to bolster its sports product both in existing SBG markets and in the rest of the world.

Furthermore, the addition of sports betting as a second low-cost customer acquisition channel will complement The Stars Group's core poker business and enable more effective cross-sell to players across multiple verticals. The Stars Group and SBG's free-to-play and freemium products have significant player bases which promote customer engagement and can be cross-sold into real-money products worldwide.

The Australian Acquisitions earlier this year also allowed The Stars Group's to enter Australia, the world's second largest regulated online gaming market. The Stars Group currently expects that these and other jurisdictions may become significant growth opportunities. The U. Supreme Court decision striking down a federal law prohibiting states from authorizing sports betting serving as a primary catalyst for states to consider new gaming regulations.

Combining SBG's best-in-class sportsbook product and The Stars Group's significant player base and recognized brands, The Stars Group is uniquely positioned to capture the growth of this emerging market. The Stars Group also promotes shared liquidity for online poker in and across jurisdictions where it believes there would be a benefit not only to its business, but also to its customers, those jurisdictions and the overall online gaming industry.

It plans to do so through its comprehensive and innovative product offerings and its focus on creating the best customer experience in the industry by concentrating on customer enjoyment, engagement and service as well as its dedication to responsible gaming, security, game integrity and transparency. The highly customizable program is continuously monitored and improving in order to enhance engagement among existing customers. The Stars Group's and SBG's customer databases gives them unique access to customer data and insight to enhance and improve their product range, content and user experience to further enhance their competitive position.

So far, this program has resulted in rationalizing The Stars Group's operations, including consolidating and moving certain office locations. The Stars Group expects to continue to focus on further optimizing its operations to potentially achieve a higher level of efficiency, effectiveness and quality throughout the organization, including capital investments to further automate and improve the effectiveness of certain business processes.

The Stars Group will also continuously assess and monitor the overall impact of these initiatives on its operations and performance. The Company will incur one-time cash costs of approximately 1. The full benefit of the cost synergies is expected to be achieved within two years of closing the Acquisition. On a constant currency basis, real-money online poker revenues would have increased by 2. The increase in poker revenue was primarily driven by the positive impact of the Stars Rewards loyalty program, foreign exchange fluctuations, and the introduction of shared poker liquidity in France and Spain, as offset by, among other things, the cessation of operations or difficult operating conditions in certain markets including Australia and Colombia.

On a constant currency basis, real-money online casino and sportsbook combined revenues would have increased by The increase in casino and sportsbook combined revenue was primarily driven by continued improvements in The Stars Group's casino and sportsbook product offering, positive impacts of foreign exchange fluctuations, and the addition of revenue related to the Australia Acquisitions.

Approximately 2. Net Deposits are closely correlated to The Stars Group's reported net gaming revenue as some or all of the deposits eventually become revenue. The Stars Group believes that the increase in Net Deposits was primarily driven by the implementation of the Stars Rewards loyalty program and continued focus on high-value customers primarily recreational players , positive impacts from foreign exchange fluctuations and continued development of the casino and sportsbook product offerings.

Source: Regulus Partners. Per Offered Share. Total Offering 4. Over-Allotment Option. Net Earnings loss. Income taxes. Amortization intangibles. Investment income. Revaluation of financial instruments. Finance costs. Daily exchange rate at end of period.

Daily average exchange rate. High for period. Low for period. December Year-End. Net earnings. Diluted net earnings per common share. Adjusted Net Earnings 2. Adjusted Net Earnings per Diluted Share 2. Net cash inflows from operating activities. General and administrative. Gaming duty. Acquisition-related costs. Total expenses. Gain from investments. Net loss from associates. Net earnings before income taxes. Net earnings attributable to:. Non-controlling interest. Basic earnings per common share.

Diluted earnings per common share. Current assets. Total cash and cash equivalents. Restricted cash advances and collateral. Accounts receivable. Prepaid expenses and deposits. Income tax receivable. Total current assets. Non-current assets. Long-term accounts receivable. Long-term investments. Property and equipment. Investment tax credits receivables. Deferred income taxes. Goodwill and intangible assets.

Total non-current assets. Total assets. Liabilities and equity. Accounts payable and accrued liabilities. Other payables. Customer deposits. Income tax payables. Current maturity of long-term debt. Total current liabilities. Non-current liabilities. Long-term accounts payable and accrued liabilities. Long-term debt. Income tax payable. Total non-current liabilities.

Total liabilities. Total equity. Total liabilities and equity. Pro forma Net Earnings. Pro forma income taxes. Pro forma Interest. Pro forma interest. Pro forma depreciation and amortization. Pro forma other adjustments. Gain on sale of subsidiary. Gain loss from investments. Net loss earnings from associates. Gain on settlement of deferred consideration. Net earnings loss attributable to:. Net cash from operating activities. Net cash used in financing activities. Increase decrease in cash and cash equivalents.

Cash and cash equivalents beginning of period. Cash and cash equivalents operational. Total Assets. Current liabilities. Long-term debt and current maturity of long-term debt. Net earnings loss from continuing operations. Financial expenses. Income taxes expense. Depreciation of property and equipment.

Amortization of intangible and deferred development costs. Stock-based compensation. Termination of employment agreements. Termination of affiliate agreements. Loss on disposal of assets. Net loss earnings from associates and reversal of impairment of assets held for sale, associates and intangible assets. Current income tax expense. Depreciation and amortization excluding amortization of purchase price allocation intangibles. Interest 1. Strategic review professional fees.

Retention bonuses. Non-recurring professional fees. Romania back taxes. Austria gaming duty. Office restructuring and legacy business unit shutdown costs. Other costs. Less: Total Capex. Additions to deferred development costs. Purchase of property and equipment. Acquired intangible assets.

Cost of sales. Gross profit. Operating expenses. Operating profit. Revaluation on financial instruments fair value. Revaluation of financial instruments fair value. Less: Capex. Net increase in cash and cash equivalents. Cash and cash equivalents. Trade and other receivables. Select or from the live event list to view media. Lion's Boost. Soccer Parlays. Starting in 18 min. NBA Parlays. NHL Parlays.

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SPORTS BETTING STATES LEGAL

For example, since the beginning of , The Stars Group has introduced certain improvements in the poker ecosystem to benefit and attract high-value, net-depositing customers primarily recreational players and reduce incentives for high-volume, net-withdrawing customers primarily professional or semi-professional players. These changes, among others, have the effect of balancing the poker ecosystem and broadening the appeal of the product by creating more winning moments for our customers.

The Stars Group growth plans in poker are supported by its leading technology. It operates proprietary technology that is highly scalable supporting its growth an innovation, is resilient and has industry leading practices for security and data integrity. The Stars Group has invested significantly in its technology infrastructure since inception to provide a positive, best-in-class experience for its customers. To support its strong reputation for security and integrity, The Stars Group employs what it believes to be industry leading practices and systems with respect to various aspects of its technology infrastructure, including, but not limited to, information and payment security, game integrity, customer fund protection, marketing and promotion, customer support, responsible gaming, and loyalty programs, rebates and rewards i.

Online Casino and Sportsbook. The Stars Group believes there are significant opportunities for further growth and diversification of revenues in the online casino and sportsbook verticals. The Stars Group believes that such potential opportunities include both direct customer acquisition, leveraging its brand awareness, and cross-selling the new products to its existing customer base.

The Stars Group continues to improve its online casino and sportsbook product offerings, expanding the range of game content and broadening the range of betting markets. The Stars Group also continues to invest in product enhancements, improving the user experience of its websites and mobile applications.

These improvements are accompanied by external marketing campaigns to drive both direct customer acquisition, and improve cross-selling to existing customers, as well as expanding the geographic reach of the products. In addition to online casino and sportsbook, The Stars Group currently intends to expand upon and explore other growth opportunities, including expanding upon its current social gaming offering, and pursuing other interactive entertainment opportunities.

Throughout , The Stars Group expanded its PokerStars online casino game offerings in certain markets to include live dealer games and slot machines as well as offering a limited selection of slot machines on its mobile applications, and in , The Stars Group introduced the PokerStars Casino brand while adding a standalone mobile application for the brand, a "Vegas" tab, which provides access to additional slots, Millionaire's Island, The Stars Group's first in-house developed progressive jackpot slot game, and additional tier-one slot games.

Since the introduction of online casino, The Stars Group has focused on improving its casino offerings. These improvements have included the ongoing expansion of the range of game content available, as well expanding their availability into new geographies. In addition to increased breadth, The Stars Group is investing to improve the user experience and user journeys, improving the cross-selling of its. Despite limited direct marketing to date, The Stars Group has grown quickly to become one of the leading online casino operators.

It estimates that its combined online casino, including PokerStars Casino, is currently among the world's largest and fastest growing online casinos and currently has one of the largest active player bases among its competitors. The main driver of this growth to date has been cross-selling to its existing poker customer base, with a single wallet and simple user journey with casino games integrated within the poker interface. The Stars Group has a wide range of plans to continue enhancing its online casino offerings, based around content, geographic reach, product improvements, promotions and loyalty.

The Acquisition of SBG will support ongoing enhancements to the combined group's casino offering, including integrating additional casino games, such as top performing slots and additional in-house developed games. The Stars Group's online casino offerings will likely be rolled out to certain additional jurisdictions, with the potential for both cross-selling to additional customers as well as direct customer acquisition.

Product enhancements are planned, such as enhancing its web casino and mobile applications and adding to its portfolio of unique and bespoke promotion tools. These promotional tools should enable improved promotions and loyalty, with ongoing investment in its Stars Rewards cross-vertical loyalty program and its VIP treatment program and the overall customer experience. Play-money and social casino involve playing casino games for virtual currency through free websites, social networks, or other mobile or television applications.

These offerings help to drive brand awareness, promote the enjoyment of such games in a safe environment, and provide The Stars Group with additional customer data and insight to help refine the user experience and journeys to further enhance players' enjoyment. Real-money online sportsbook involves online wagering on sporting events and certain non-sporting events using real-money.

The Stars Group currently offers sports betting products and services that are primarily focused on regulated jurisdictions within the European Union. Similar to real-money online casino, The Stars Group believes that the sportsbook may attract new customers, primarily by cross-selling PokerStars customers to the BetStars brand, as well as acquiring new customers directly to the BetStars brand through external marketing.

The Stars Group believes there is potential to cross-sell sportsbook products to its existing customer base. Currently, almost two thirds of The Stars Group's aggregate real-money active unique poker customers are located in jurisdictions where its online sports betting offerings are available. Online sportsbetting is available to these customers in a seamless fashion, from a single wallet and account. These jurisdictions are primarily in the European Union, where the offering is available through both web and dedicated iOS and Android mobile applications.

Product enhancements and innovation should support ongoing growth. BetStars offers a range of betting options across dozens of sports, including football, tennis, basketball and horseracing, as well as specialty offerings such as eSports and poker. The brand also features a range of in-play betting options and exclusive offers and promotions.

To expand its offering in the future, we intend to introduce innovative new betting products on the platform to distinguish the brand from competitors. In addition to enhanced product features, a broader range of betting options, and improved functionality, The Stars Group intends to expand into certain additional jurisdictions. In , BetStars announced the launch of its new mobile betting application across certain European Union markets, which was designed to enhance the overall user experience.

The Stars Group intends to continue focusing on increasing its cross-sell to poker players and developing sportsbook as a strong secondary customer acquisition channel to poker by, among other things, improving the localization of its offering in certain European markets, improving the user experience, closing product gaps, enhancing its mobile applications, increasing marketing initiatives and utilizing unique promotional programs.

The Stars Group is also one of the market leaders in the Australian online betting market, the second largest locally regulated jurisdiction in the world. The financial information of William Hill Australia and CrownBet has not been reviewed by any auditors or by management. Sky Betting and Gaming Business Description.

SBG is a leading mobile-led betting and gaming operator in the UK, which is the world's largest online gaming market. SBG provides its customers in the UK with real-money sportsbook and a diversified gaming product portfolio, with customers enjoying a seamless experience through its integrated account and wallet, and a single sign-on between its different mobile apps. During , SBG began to expand internationally, expanding its offering initially to Italy, and more recently into Germany and Austria.

SBG holds a brand license to use exclusively the "Sky" brands for certain betting and gaming activities, as well. SBG takes a customer-centric approach to all aspects of its operations, with continuous investment in best-in-class technology, customer research and understanding, rapid and continuous innovation and fully integrated product and promotional campaigns. SBG has a large recreational customer base. It invests heavily in its safer gaming policies, procedures and marketing, aiming to create an environment where customers can enjoy betting and gaming responsibly and safely.

Management believes that the SBG enjoys sustainable competitive advantages in the high-growth online gaming market. SBG operates in four business lines:. SBG's betting brand, Sky Bet, is one of the UK's leading online betting operators by number of customers, offering pre-match and in-play odds in a wide range of markets, including football, horseracing, greyhound racing, golf, cricket, tennis, rugby, politics and TV and film.

In addition to live games, Sky Casino offers a broad range of slot machine content and random number generator table games. Sky Poker is one of the UK's leading online poker rooms, with an enriched experience that includes chat, tournaments and poker in contemporary formats that are played in Pounds Sterling.

Sky Bingo aims to provide the exciting and social feel of bingo and includes a chat function and competitions. Oddschecker, SBG's business line comprising its odds comparison website " Oddschecker " is the UK's leading odds comparison site, which provides its customers with easy access to the best odds in the market, as well as tips and other information.

SBG's international offering provides online sports betting and gaming products and services to customers in Italy, and online sports betting only to customers in Germany and Austria. Neither Bingo nor Poker products are offered in international territories.

SBG has a strong financial profile, underpinned by historically rapid organic growth and high cash conversion. The business model has high revenue retention rates, strong operating margins and a capital efficient model with high operating free cash flow generation.

Within the UK online betting and gaming market, from to , SBG more than doubled its online betting market share by revenue 2. SBG's growth has been driven by a combination of growth in the online gaming market in the UK and ongoing market share gains. These investments have been focused on delivering leading customer experiences, particularly within mobile, capitalising on the key growth segment of the UK gaming market.

Competitive Strengths. The level of growth at The Stars Group is partly coming from the significantly expanding online gaming market, but also from increasing market share in certain jurisdictions. Over the past four years, SBG has successfully doubled its market share of the UK online gaming industry, the largest in the world. SBG's growth can be attributed to many things, including its unique relationship with Sky, its focus on mobile and ability to consistently create exciting, fun, reliable and fair products that customers return to and remain loyal to.

Management believes that scale is important in the industry, with a larger customer base providing larger revenues, which support investment in product, content and marketing to drive increased customer acquisition, which in turn drives higher revenues.

This diversification provides a global platform with limited exposure to any individual jurisdiction. In addition to increased geographic diversification, the Acquisition significantly improves the product diversification of The Stars Group. Through a highly scalable business model, The Stars Group delivers robust cash generation with significant free cash flow conversion. Its low capital expenditure requirements and efficient capital expenditure structure results in strong cash flow conversion.

The Stars Group is committed to deploying its strong cash flows towards an orderly deleveraging of its balance sheet and has done so in the past reducing net total leverage from 6. Loyal and Active Customer Base. The Stars Group believes that the Acquisition of SBG will bolster its active unique customer base going forward as SBG has similarly seen strong customer and revenue retention each year since and has substantially retained each annual cohort of new customers during such period.

SBG believes that this strong retention is primarily the result of effective customer targeting through the use of data, customer insight, product personalization and targeted marketing. Attractive Demographic Supported by Structural Tailwinds. Source: Regulus Partners, Kantar Betscope. There is an expanding market opportunity for poker and other forms of online, regulated, gaming in The Stars Group's key markets.

Today, Europe is a relatively developed market with the majority of European Union countries now having licensing systems in place, and the larger markets that do not are generally in the process of forming regulations such as The Netherlands. We are intending to leverage the stable foundation of the Sky brand in its operating countries in Europe including in Germany and Italy , in association with the global platform of The Stars Group, to develop a strong SBG brand into Europe.

While regulations are broadly supportive across Europe, Management believes there is significant scope for growth in these markets. Supreme Court's decision to strike down a federal law prohibiting states from. Following this ruling, we expect that several states will adopt legislation that may enable the development and expansion of online gaming markets. For example, most recently Pennsylvania passed legislation in permitting online sports betting, poker and casino, and The Stars Group has applied for a license to operate there.

Combining SBG's best-in-class sportsbook and media partnerships and The Stars Group's brand recognition, technology platform established presence and large customer base in the US, The Stars Group believes it is uniquely positioned to benefit from this potential market. The Stars Group's market-leading poker vertical is a large-scale, low-cost customer acquisition channel with significant network effects that benefit from cross selling and scale.

The Stars Group believes that the Acquisition of SBG bolsters this platform and adds a second strong, low-cost customer acquisition channel and increased cross-selling opportunities. Of particular importance is the ability to cross-sell existing poker and sports betting customers into high-yielding casino products, which The Stars Group expects will result in substantial operating leverage.

The Stars Group's has taken a measured approach in marketing its casino product, primarily leveraging the existing customer base to achieve strong growth through cross-selling. The Stars Group's platform also allows for efficient access to new markets as the Company is not fully dependent on third party suppliers to ensure product functionality and compliance with regulations required to launch in a new market.

This is evidenced by the recent pooling of poker liquidity in the formerly ring-fenced markets of France, Spain and Portugal, where The Stars Group is the only operator licensed and operating in all three jurisdictions on a pooled basis. The technology infrastructure used for The Stars Group's online gaming business was designed to support its growth by having the flexibility and scalability to adapt and conform to the demands and changes in its product offerings. The Stars Group's product development philosophy is focused on continuous innovation in creating and improving its product offerings.

The Stars Group continuously develops its proprietary platforms, games and content, and has invested significantly in its technology infrastructure to ensure a positive experience for its customers, not only from an entertainment perspective, but most importantly with respect to security and integrity across business divisions and verticals. SBG owns and controls most of its technology, with full control of the customer-facing elements. Despite the high loads and rapid innovation, the SBG platform is highly resilient and robust with The Stars Group has several brands that we believe are iconic, internationally recognised and industry defining.

In addition, The Stars Group's use of celebrities, pros, live poker, social media, TV and digital channels to promote the brand and the game of poker have resulted in scale and efficiency in its marketing. Sky has SBG also holds an exclusive brand license to use the Sky Bet brands for betting and gaming activities, as well as long-term commercial agreements with Sky that provide for advertising and exclusive digital integration on the Sky Sports platform.

SBG considers its symbiotic relationship with Sky Sports a key strength, and it has developed a strong relationship of collaboration with Sky that SBG believes will continue to drive its value. In addition to commercial agreements, benefits of SBG's relationship with Sky include customer recognition of the Sky brand, integrated marketing campaigns and cross promotion across Sky Sports channels and platforms, as well as the free-to-play games operated by SBG and jointly promoted by SBG and Sky, which provides multiple customer touchpoints and lowers the cost of customer acquisition.

The Stars Group's leadership team consists of accomplished industry veterans with a proven track record of executing effective strategies and achieving profitable growth. Furthermore, The Stars Group has demonstrated its ability to acquire and successfully integrate acquisitions, including the Australian Acquisitions. The Stars Group believes that the addition of SBG management, a proven senior management team who will lead the combined UK initiatives will enhance the performance and abilities of the combined company.

Brief biographies on key management are below:. He is an experienced gaming industry executive and joined the Company from Playtech, a global gaming software company, where he served as the COO. Prior, Mr. Ashkenazi graduated with honors from Shenkar College in Israel where he earned a B. Previously, Mr. Previously, Dr. Prior to joining The Stars Group, Mr. Goldstein was a principal shareholder in the corporate and securities practice at the international law firm of Greenberg Traurig P.

Goldstein's practice focused on corporate and securities matters, including mergers and acquisitions, securities offerings, and financing transactions. Goldstein was also the co-chair of the firm's Gaming Practice. Richard holds a Master's degree in engineering, economics and management from University of Oxford and a Master's in public policy from Harvard University.

Ian Proctor has been the CFO of Sky Betting and Gaming since , before which he had held a series of senior finance roles at Sky, since joining them in Andy Burton has been the Chief Technology Officer of Sky Betting and Gaming since and is responsible for all aspects of technology. Prior to joining The Stars Group, these individuals worked for various companies, including Mr. Our Business Strategy. The Stars Group focuses on the creation of long-term shareholder value by building upon its existing strengths and expanding and strengthening its portfolio of products and services that it expects will deliver sustainable, profitable long-term growth.

The Stars Group places great emphasis on the customer and its goal is to become the world's favorite online gaming destination, which it believes it can achieve by creating a fun and positive experience and many winning moments. To do this, management seeks certain ongoing, principal strategic initiatives, including:. First Quarter Financial Summary. First Quarter and Subsequent Operational Highlights. Summary Information of The Stars Group.

This information is considered by the directors of The Stars Group to be helpful in assessing the performance of the Company. Consolidated Statement of Earnings Information. Consolidated cash flow statement data. See the reconciliation table below.

Consolidated statement of comprehensive income data. We will not receive any of the proceeds of the sale of Secondary Shares by the Selling Shareholders. We intend to use the net proceeds of the Offering of Treasury Shares, together with borrowings under the Senior Facilities, the net proceeds from the Notes Offering and cash on hand to fund the Acquisition and to pay related fees and expenses. In addition, we intend to use a portion of the borrowings under the Senior Facilities together with a portion of the net proceeds from the Notes Offering or, if applicable, the Senior Unsecured Bridge Facility to repay all of SBG's outstanding indebtedness excluding certain payments in respect of swap obligations and to repay certain SBG shareholder loans, as well as to refinance certain of our outstanding indebtedness.

The Offering is not contingent on completion of the Acquisition. If the Acquisition is not completed, we intend to use the proceeds from this Offering for general corporate purposes, as described under "Use of Proceeds".

See "Risk Factors". PJT Partners, a member of FINRA, is not acting as an underwriter, and accordingly, is neither purchasing nor offering to sell any securities and will not identify, solicit or engage directly with potential investors in connection with the Offering. Blackstone Advisory Partners L.

CrownBet and William Hill Australia. Matthew Tripp, CrownBet's Chief Executive Officer, will remain in his position and continue to operate the combined business in Australia. The Transactions. We intend to use the net proceeds of the Offering of Treasury Shares, together with borrowings under the Senior Facilities, the net proceeds from the Notes Offering or, if applicable, the Senior Unsecured Bridge Facility and cash on hand to fund the Acquisition and to pay related fees and expenses.

Conversion of Preferred Shares. The Acquisition Agreement. The following is a summary of certain provisions of the Acquisition Agreement and is qualified in its entirety by the full text of the Acquisition Agreement, a copy of which is available in redacted form on SEDAR under the Company's profile at www.

Closing Conditions. Termination Provisions. If the Acquisition Agreement is terminated in accordance with these provisions, no party shall have any claim of any nature against the other parties, except in respect of any rights and liabilities which have accrued before termination, or under specified surviving provisions. Except as described above, no party to the Acquisition Agreement is entitled to rescind or terminate the Acquisition Agreement in any circumstances whatsoever, except where a party is entitled to terminate the Acquisition Agreement in the case of the fraud or fraudulent misrepresentation.

Warranties, Undertakings and Limitations. The sellers have provided customary title, capacity and authority warranties to The Stars Group. Customary warranties relating to SBG's business and a customary tax indemnity are covered by warranty and indemnity insurance procured by The Stars Group in respect of which claims are also subject to customary limitations.

The Stars Group has provided customary title, capacity and authority warranties to each of the sellers. In addition, The Stars Group has provided certain warranties on the availability of funds to satisfy the total cash consideration payable to the sellers at closing and on the loan notes and Consideration Shares.

All warranties are subject to customary limitations. Lock Up and Registration Rights. Financing the Acquisition. This Prospectus Supplement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Senior Notes. Assuming we so commence an offering with respect to such Senior Notes, such offering will be offered pursuant to a memorandum or prospectus in respect of such offering.

There can be no assurance that we will commence or complete the Notes Offering and this Offering is not contingent upon the completion of the Notes Offering or any other Debt Financing. If the Notes Offering does not occur, the Commitment Letter provides for an interim unsecured bridge facility with customary terms for facility of that type. This Prospectus Supplement is not an offer to sell or a solicitation of an offer to buy any senior notes.

The foregoing description of the Debt Financing is included herein solely for informational purposes. The amount, timing and terms and conditions of any Debt Financing are subject to market and other conditions. There can be no assurance that we will be able to commence or complete any Debt Financing on terms and conditions acceptable to us or at all. The information in the following section has been provided for background purposes.

The Online Betting and Gaming Market. Online gaming is the virtual or digital equivalent of many popular land-based games such as poker, blackjack, slot machines and sports betting. The online betting and gaming industry includes activities like betting, gaming and lottery games on digital devices like smartphones, tablets and computers. Operators take advantage of scale and technology to provide gaming to large networks of players. For online poker, these large networks create what is known as liquidity, the volume of people playing and dollars wagered.

Liquidity is an important driver of customer retention and new customer acquisition, providing strong network effects. Additionally, cross-selling between online verticals e. Player vs. Online poker operators collect a percentage of each pot, or the rake, in ring games and a tournament entry fee for tournaments and do not have any of their own capital at risk.

Operators also offer tournament play with guaranteed jackpots in which the operator's capital is at risk if enough players to fund the prize do not join the tournament. However, pooled liquidity and large scale helps reduce the risk that an operator will have to pay out of pocket for guaranteed jackpot tournaments. Online casino offerings typically include games seen in a land-based casino such as blackjack, roulette and slot machines.

For these offerings, operators function similar to land-based casinos, generating. In online casino there is lower volatility from the statistical norm versus land based as there are a larger number of bets placed at smaller denominations. Sports betting involves players wagering on the outcome of sporting events and horse races. Revenues are generated through hold, which is the amount retained after all winning bets have been paid on any market or event.

Players bet against the house so in the short-term there is some risk associated with sportsbook, where margins can be volatile. In online sportsbook, customer data allows for more sophisticated risk management, with the operator having detailed knowledge of each customer's betting habits. Industry Growth. Originating in the mid's, online gaming has grown steadily over time. Over the past decade as technology, security and public sentiment has improved, this growth has accelerated.

There have been several drivers of the rise of the online gaming industry. Primarily, the digitization of the global economy, a growing acceptance of e-commerce, the adoption of digital gaming by most traditional offline operators, the cost efficiencies of online gaming, and the broader regulatory and political acceptance of online gaming has led to strong growth in the industry in recent years.

More recently, growth has been supported by the rapid adoption of smartphones, the opening of app stores to include gaming apps, and an increasing number of jurisdictions that regulate and licence online gaming. The chart below shows gross gaming revenue for certain markets. The chart below shows the CAGR for global land-based gaming gross win for the periods actual to actual and estimated to estimated compared to global gross win CAGR for global online gaming for the same period.

The UK gaming market consists of a wide range of product verticals and distribution including online, betting shops, casinos and bingo halls. Lotteries also represent a significant proportion of the total gaming market in the UK and worldwide, but due to the nature of the lottery customer base and distribution channels lotteries are excluded from the discussion in this section. Shifts in the UK gaming industry consumer preferences towards online and mobile gaming have transformed the UK gaming platform landscape.

Several factors have supported, and continue to support, a transition from offline to online gaming, including:. Within the online gaming market, growth has been skewed towards mobile platforms. The main trend in the UK betting and gaming market over the last decade has been strong growth in online gaming.

According to Kantar Betscope, by customer numbers, SBG has become the number one UK betting and gaming group by brand penetration actives as a percentage of total users in online sports betting Competitive Landscape in the UK Market. The UK sports betting industry is well established, well-regulated and popular. Sports betting was first regulated in the UK by the Gaming Act Through the Betting and Gaming Act, licensed betting shops were legalized for the first time, with a relaxation of prior restrictions.

Sports betting has been the UK's fastest growing gaming segment. The table below sets out the evolution of the UK online sports betting market and its constituent parts. The chart below details the top five participants by revenue in the UK online sportsbetting market in UK Online Gaming Market. The table below sets out the expected evolution of the market and its constituent parts. The Underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the initial offering of the Common Shares offered by this Prospectus Supplement the " Over-Allotment Option ".

This Prospectus Supplement also qualifies under applicable Canadian securities laws the grant of the Over-Allotment Option and the distribution of up to 2,, and , Common Shares to be sold by the Selling Shareholders and the Company, respectively, upon exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the over-allocation position acquires those shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Underwriters' Position. The Stars Group intends to both maintain leadership and continue improving, expanding and innovating its product offerings in poker. The Stars Group intends to achieve these objectives through continued rollout and introduction of new and innovative poker offerings and marketing campaigns, and continued improvements in the poker ecosystem to benefit and attract high-value, net-depositing customers primarily recreational players. SBG's robust technology platform and rich customer data will allow The Stars Group to bolster its sports product both in existing SBG markets and in the rest of the world.

Furthermore, the addition of sports betting as a second low-cost customer acquisition channel will complement The Stars Group's core poker business and enable more effective cross-sell to players across multiple verticals. The Stars Group and SBG's free-to-play and freemium products have significant player bases which promote customer engagement and can be cross-sold into real-money products worldwide.

The Australian Acquisitions earlier this year also allowed The Stars Group's to enter Australia, the world's second largest regulated online gaming market. The Stars Group currently expects that these and other jurisdictions may become significant growth opportunities. The U. Supreme Court decision striking down a federal law prohibiting states from authorizing sports betting serving as a primary catalyst for states to consider new gaming regulations. Combining SBG's best-in-class sportsbook product and The Stars Group's significant player base and recognized brands, The Stars Group is uniquely positioned to capture the growth of this emerging market.

The Stars Group also promotes shared liquidity for online poker in and across jurisdictions where it believes there would be a benefit not only to its business, but also to its customers, those jurisdictions and the overall online gaming industry. It plans to do so through its comprehensive and innovative product offerings and its focus on creating the best customer experience in the industry by concentrating on customer enjoyment, engagement and service as well as its dedication to responsible gaming, security, game integrity and transparency.

The highly customizable program is continuously monitored and improving in order to enhance engagement among existing customers. The Stars Group's and SBG's customer databases gives them unique access to customer data and insight to enhance and improve their product range, content and user experience to further enhance their competitive position. So far, this program has resulted in rationalizing The Stars Group's operations, including consolidating and moving certain office locations.

The Stars Group expects to continue to focus on further optimizing its operations to potentially achieve a higher level of efficiency, effectiveness and quality throughout the organization, including capital investments to further automate and improve the effectiveness of certain business processes. The Stars Group will also continuously assess and monitor the overall impact of these initiatives on its operations and performance. The Company will incur one-time cash costs of approximately 1. The full benefit of the cost synergies is expected to be achieved within two years of closing the Acquisition.

On a constant currency basis, real-money online poker revenues would have increased by 2. The increase in poker revenue was primarily driven by the positive impact of the Stars Rewards loyalty program, foreign exchange fluctuations, and the introduction of shared poker liquidity in France and Spain, as offset by, among other things, the cessation of operations or difficult operating conditions in certain markets including Australia and Colombia.

On a constant currency basis, real-money online casino and sportsbook combined revenues would have increased by The increase in casino and sportsbook combined revenue was primarily driven by continued improvements in The Stars Group's casino and sportsbook product offering, positive impacts of foreign exchange fluctuations, and the addition of revenue related to the Australia Acquisitions. Approximately 2. Net Deposits are closely correlated to The Stars Group's reported net gaming revenue as some or all of the deposits eventually become revenue.

The Stars Group believes that the increase in Net Deposits was primarily driven by the implementation of the Stars Rewards loyalty program and continued focus on high-value customers primarily recreational players , positive impacts from foreign exchange fluctuations and continued development of the casino and sportsbook product offerings. Source: Regulus Partners. Per Offered Share.

Total Offering 4. Over-Allotment Option. Net Earnings loss. Income taxes. Amortization intangibles. Investment income. Revaluation of financial instruments. Finance costs. Daily exchange rate at end of period. Daily average exchange rate. High for period. Low for period. December Year-End. Net earnings.

Diluted net earnings per common share. Adjusted Net Earnings 2. Adjusted Net Earnings per Diluted Share 2. Net cash inflows from operating activities. General and administrative. Gaming duty. Acquisition-related costs. Total expenses. Gain from investments. Net loss from associates. Net earnings before income taxes. Net earnings attributable to:. Non-controlling interest. Basic earnings per common share. Diluted earnings per common share. Current assets. Total cash and cash equivalents.

Restricted cash advances and collateral. Accounts receivable. Prepaid expenses and deposits. Income tax receivable. Sesi Franca. Indiana Pacers. Brooklyn Nets. Toronto Raptors. Washington Wizards. New Orleans Pelicans. Chicago Bulls. Atlanta Hawks. Dallas Mavericks. Los Angeles Clippers. Minnesota Timberwolves. Cleveland Cavaliers. Denver Nuggets. Charlotte Hornets. Memphis Grizzlies. Milwaukee Bucks. Phoenix Suns. Oklahoma City Thunder.

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