Share information

Kambi is listed on First North at Nasdaq Stockholm. First North is an alternative marketplace and companies on First North are not subject to the same rules as companies on the regulated main market. Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a company on First North may therefore be higher than investing in a company on the main market. All companies with shares traded on First North have a Certified Adviser who monitors that the rules are followed. The Exchange approves the application for admission to trading.

Kambi Group plc is registered in Malta and obliged to follow the Code of Principles of Good Corporate Governance set by Malta Financial Services Authority (MFSA).

Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation), Article 19, says that persons discharging managerial responsibilities must comply with the notification rules set by the Member State where the issuer is registered.

According to the MFSA and NASDAQ OMX First North rules, Kambi has an obligation to maintain a list of insiders' transactions. These transactions are registered with the MFSA https://www.mfsa.com.mt/pages/pdmr.aspx and are also published on the company web site below.

Board of Directors

In 2013, Kambi implemented a Share Option Plan to incentivise certain management individuals and key employees. To date, 961,000 options to acquire shares in Kambi have been granted, of which 656,000 are outstanding.

In 2015, Kambi implemented another Share Option Plan, under which 404,000 options to acquire shares in Kambi have been granted, of which 342,000 are outstanding.

In 2018, Kambi implemented another Share Option Plan, under which 391,500 options to acquire shares in Kambi have been granted, of which 391,500 are outstanding

The amount of any dividends to be paid to Kambi Group plc shareholders in the future will depend upon several factors, including profitability, financial position and any future cash flow and working capital requirements of the business.

Dividends to shareholders are unlikely to be possible in the short term, and should not be expected for at least the next three years after the listing. Kambi will focus initially on scaling its business to achieve long-term profitability and a stable business platform upon which results can be forecasted with greater predictability.

In the short term, any available funds will be used to secure Kambi’s financial position and continue the expansion of its business and development of its product offering.

In the future, the dividend policy is likely to be based around Kambi’s free cash flow, after taking account of working capital requirements, capital investments and tax payments.

In addition to the above, Kambi’s Board may also choose to distribute one-off dividends or execute share buy backs if the Board considers that Kambi has generated surplus cash that it does not require either to fund its normal operations, acquisitions or other corporate development projects.

When considering both regular and one-off distributions, the Board will take into account the overall requirement to ensure that an appropriate capital structure is maintained.

Any resolution on distribution of profits will be adopted by the Annual General Meeting and any payments will be handled by Euroclear. Anyone who is registered as a shareholder in the register of shareholders maintained by Euroclear on the record day of the dividend set by resolution of the Annual General Meeting will be entitled to a dividend.

Dividends would normally be paid out as a cash amount per share via Euroclear, but could also consist of something other than cash, such as a distribution in kind. If a shareholder cannot be reached for receipt of the dividend, the shareholder’s claim against Kambi will remain and will be limited only by the general rules of limitation. Upon expiry of the period of limitation, the entire amount will fall to the Company. Kambi does not apply any restrictions or special procedures for cash dividends to shareholders residing outside of Sweden. With the exception of any limitations imposed by banking and clearing systems, payments would take place in the same manner as for shareholders residing in Sweden.

Any investment in shares involves risks. A number of factors affect, or could affect, Kambi’s business, financial condition and results of operations, directly as well as indirectly. Described below, in no particular order and without claim to be exhaustive, are some of the risk factors and significant circumstances considered to be material to the Company’s business and future development. Investors should carefully consider the following risk factors in addition to the other information contained in this Company Description. If any of these risks were to materialise, this could have an adverse effect on the Company’s business, financial condition or results of operations.

The risks described below are not the only risks to which the Company and its shareholders may be exposed. Additional risks and uncertainties that are not currently known to the Company, or that the Company currently believes are immaterial, may also adversely affect its business, financial condition or results of operations. Any such risks could also cause the trading price of Kambi’s shares to decline significantly.

Regulatory and political Environment

The Group’s core business is strictlyregulated by law in the markets where Kambi and its operators operate. Accordingly, political decisions, court rulings or changes in laws in the countries where Kambi or its operators have licences or commercial interests could have a material adverse effect on Kambi’s business and operations. Regulatory changes can also have a positive impact, enabling us to access a market which becomes regulated or re-regulated.

Risks related to IT

Kambi’s business is dependent on IT systems. System failures and other events that affect operations could have a material adverse effect on its business and results. The risk is mitigated by using continuous monitoring to detect any problems as early as possible. All critical servers are duplicated, i.e. if one server fails, another will immediately take over. Following any downtime, a detailed analysis is performed to ensure that the underlying reason for the downtime is understood and rectified.

Match fixing

Match fixing is defined as the manipulation of an event where the participants seek to fix the outcome for financial gain. To reduce the financial impact of this risk, Kambi has internal systems and alerts in place to highlight any indications of match fixing. We also collaborate with industry watchdogs and regulators. If match fixing were to lead to changes in regulatory environments, this could impact the results of operators and therefore Kambi’s financial performance.

Sport-specific IPR

In certain jurisdictions, regulators have begun to impose charges on licence holders for the right to offer odds, access data and use trademarks on certain sports. Any future changes in these charges could impact Kambi’s financial position.

Dependency on key operators

A majority of Kambi’s revenue is currently generated from a few large operators. The loss of business with Kambi’s major operators could have a material adverse effect on the Group’s business.

Underlying performance of operators

Kambi’s financial performance depends on the underlying performance of its operators. This is a result of Kambi’s business model whereby the commission received is set as a portion of the operators’ net gaming revenue. A decline in the financial performance of Kambi’s operators could have a material effect on the Group’s financial position. Operators’ sports betting gross margins can vary significantly from one period to the next, depending on the outcome of sporting events.

Dependence on key personnel and skilled employees

The future success of Kambi will significantly depend on the full involvement of the board of Directors, management and certain key individuals. If one or more of these individuals were to resign or otherwise not be able to perform relevant duties, this might have an adverse effect on the Group’s financial performance and reputation.

Competition and price pressure

Kambi’s growth depends on its ability to develop and sell competitive products and services. The ambition is to continue striving to offer the best B2B Sportsbook in the market and to build on the customer portfolio with successful and loyal operators.

Foreign currency risk

Foreign exchange risks exist in the form of both transaction risks and translation risks. In the case of our operators handling transactions in a different currency to that which the invoice is issued in, currency movements can have an impact on the revenues generated by Kambi. Transaction risks occur in conjunction with purchases and sales of products and services in currencies other than the respective company's local currency. Translation risks occur in conjunction with the translation of the income statements and balance sheets of foreign subsidiaries into EUR. Sales are primarily made in EUR. The Group’s purchases of services and overhead costs, however, are primarily in GBP and SEK. Changes in the valuation of EUR in relation to other currencies can thus have both positive and negative effects on the Group’s profit and financial position. Currency risk is to some degree managed by means of holding funds on short-term deposit in the currencies of the Group’s principal cash outflows.

Tax risks

Kambi conducts its business in accordance with its interpretation and understanding of the applicable tax laws and treaties, case law and the requirements of relevant tax authorities in the countries where it operates. Changes to regulatory, legislative and fiscal regimes in key markets could have an adverse effect on the group’s results and additional costs may be incurred in order to comply with any new laws or regulations. In managing its taxation affairs, including estimating the amounts of taxation due, Kambi relies on the exercise of judgment concerning its understanding of, and compliance with, those laws assisted by professional advice.

Risk related to convertible bond

In 2014, Kambi Group plc issued a €7.5m convertible bond to a wholly owned subsidiary of Unibet Group plc. According to the terms of the convertible bond, the Company is obliged to procure that certain events listed in the agreement do not take place unless with the prior consent of the lender. In case of a conversion, Unibet Group plc would obtain a controlling influence over the Company and would, consequently, have the power to control the outcome of most matters to be decided by vote at a shareholders’ meeting.

Danske Bank Markets
Sharish Aziz
Phone: +46 (0) 8 568 805 69

Handelsbanken Capital Markets
Rasmus Engberg
Phone: +46 (0) 8 701 51 16

ABG Sundal Collier
Aksel Øverland Engebakken
Erik Moberg
Phone: +46 708 44 86 87

Nordea Bank Markets
Christian Hellman
Phone: +46 1 015 729 00

Pareto Securities
Viktor Högberg and Lars-Ola Hellström
Phone: +46 8 402 50 00

SEB
Mathias Lundberg
Phone: +46 8 522 29 794

Kambi is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding Kambi’s performance made by these analysts are the analysts’ alone and do not represent opinions, forecasts or predictions of Kambi or its management. Kambi does not by its reference above or distribution imply its endorsement of, or concurrence with, such information, conclusions or recommendations.

Please find attached Swedish and English versions of the Swedish tax authority’s (Skatteverket) general advice on allocation of the acquisition cost of shares in Kambi Group plc.

English

The Swedish Tax Authority general advice regarding Unibet dividend of Kambi shares English version

The Swedish Tax Authority message regarding Unibet dividend of Kambi shares English version

Swedish

The Swedish Tax Authority general advise ISSN 1652 1439 Swedish version

The Swedish Tax Authority message regarding Unibet dividend of Kambi shares Swedish version