SuperGroup Investor Day Presentation Deck
Proposed Transaction Summary
SEAH has agreed to combine with Super Group based on a
$4.75 billion pre-money equity valuation
Assumes Super Group shareholders receive $465 million
cash consideration and $4.29 billion of equity
consideration²
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Transaction to be funded by up to $450 million of cash
currently held in trust, and $300 million from Super Group's
balance sheet
>70% of Super Group shareholders by value will retain
100% of their respective pre-transaction stakes
Earn-out award of up to approximately 10% of Super Group
roll over equity4 to be granted to Super Group shareholders
upon achievement of certain performance hurdles
After giving effect to the transaction, the company will have
approximately $215 million of unrestricted cash with public
equity currency to accelerate growth
Pro Forma implied EV of $4.64 billion, or 13.3x 2021E
Operational EBITDA
Estimated closing in December 2021 January 2022
Super
sghe group
Illustrative Sources and Uses ($m)¹
Sources
SEAH Cash in Trust
Sellers' Equity
SPAC Sponsor Shares
Existing Balance Sheet Cash
Total
1 Assumes no redemptions.
2 Based on a per share price of $10.00.
3 Post-transaction ownership excludes shares subject to earn-out and warrants.
4 Represents Super Group roll over equity assuming earn-out triggers are achieved.
Post-Transaction Ownership³
$450
4,285
113
300
$5,148
Sponsor
Public Shareholders
9.3%
2.3%
Uses
Cash to Selling Shareholders
Sellers' Equity
SPAC Sponsor Shares
Transaction Expenses
Cash to Balance Sheet
Total
88.4%
SGHC Shareholders
$465
4,285
113
70
215
$5,148
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