Good morning, and welcome everyone to today's presentation where we at Kindred Group have announced the acquisition of Relax Gaming. My name is Henrik Tjärnström. I'm CEO of Kindred Group. As we showed in the press release this morning, we're very happy with being able to welcome the Relax team to the family of Kindred and some of the logics that we mentioned there, and to summarize that in one quote, you can see here that Relax Gaming is a fast-growing company that will accelerate our strategy to increase focus on product control and customer experience by strengthening our product control and ability to differentiate our offering. That is one of the things. I'm more than welcome to go through more of the logics in today's presentation. If we focus on the strategy of Kindred, when we've been developing that over the last year, and that we will release now for also the market on the corporate side. You can see here that increasing our focus on product and customer experience is a core part of our strategy, and it is underpinning what we do in the local markets as well. Also excelling in the compliance and sustainability area, and of course also have scalability in the business and the one platform is also fundamental elements of underpinning both a strong core engine for us, but also the accelerating to go into the American market and the U.S. If we look at the items that will help us to improve our ability to differentiate and enhance our technological capabilities, you can see here that adding a rapidly growing profitable B2B business with a world-class product offering, which Kindred will invest in and operate as an independent entity within the group. Very much business as usual for both Relax, focusing on their B2B customers, and for Kindred in the B2C element, we can get a better product control and also differentiate our product offerings. By this acquisition, we're adding a B2B arm to the Kindred family, which will provide us with an increased scalability and financial strength as a group as well. Also strengthen our control over the product offering and position in the value chain, while providing also significant synergies. This is something that is very positive for us longer term in the Kindred Group. To help us to differentiate and improve the customer experience within the group's long-term strategy and through Relax fast-growing portfolio of high-quality proprietary content and casino technology. Really combining a market-leading B2C operation within Kindred with a market-leading B2B arm of Relax. We're really adding one plus one, and that equals at least three for the group. We also have an opportunity to accelerate our growth and Kindred's growth in the largest and fastest-growing locally regulated markets in the world by expanding Relax Gaming's business also into the U.S., which will further add to both the B2C arm of Kindred, where we can get a broader portfolio of games and content, and also for Relax to be taken into the U.S. market and being able to address the high demand from other operators in the B2B segment. Just to summarize and give you a bit of background on Relax, for those of you who are less familiar with Relax, it's a B2B gaming software supplier, as to say, that develops and distributes online casino, poker, and bingo games. Today, they're already providing Kindred across these three verticals of the product area. The pipeline of growth for Relax is expected to be around 25-30 own game developments per year, and also with 90+ games coming from other studios that are already integrating and operating on the Relax platform. It's a company that was founded in 2010 as a spin-out from the iGame Group, and Kindred currently owns 33.3% of the group, and this is the acquisition of the remaining outstanding shares of 66%. It's a company headquarter in Malta and with four main hubs located in Malta, Estonia, Sweden, and Serbia, and with three dedicated game studios that are present in Sweden, in Malmö and Stockholm, and also in Belgrade in Serbia. You can see some of the operational facts here. Over 2,500 games is available on the Relax platform. More than 100 game releases a year, and with 60 proprietary games already released to date. Today, 140 operators are already active on the Relax network, and 500 brands or sites are already live on the Relax platform. It also has over 50 studio partners, and here you can see at the bottom some of the titles that Relax have produced, and also the awards that Relax have been winning over the years. Relax is run by a highly experienced management team committed to the future success, and we're also very pleased to announce that they will remain with a meaningful shareholding in the company also post-acquisition. We also have had the benefit of having many of the Relax team as colleagues previously at Kindred Group, and that of course also gives us very good confidence that this will be a fantastic acquisition for us as Kindred and really combining forces with the Relax team and the Kindred team will really make us create a world-leading digital entertainment group. It today employs around 240 staff across the Relax team. This is some of the studio partners that Relax is already working with, you can see on the top of this slide, and also some of the operator partners that Relax have already launched with to the bottom on the left here. You can see the number of integrated operators that Relax have managed to do on the bottom right here, where you can see that it's been fast-growing from 2017 up to now in April 2021, where we have 165 operators integrated into the site. As you can see, a significant increase over the last four months as well to April, going up from 143 to 165. There's also a broad pipeline of operators that are waiting in the wings to be launched in the coming quarters as well, so still early doors in the integrating cycle. When we look at some of the numbers for Relax, we're happy to show these ones and show that it's a really fast-growing company, as you can see here, with 41% compounded annual growth rate between 2018 and 2020. In the last 12 months to May, the revenues were EUR 25 million on a 12-month basis for Relax. Also to show there's a very strong growth in profitability increase for the group as well, with an EBITDA margin now for the last 12 months to May of 42%. A significant scalability effect exists in the Relax offering and platform ecology and network ecology that Relax operates. That is, of course, a very strong increase from 36% for the 12 months to end of 2020 to 42% now for the last 12 months to May. If we look at the growth by product vertical, as you can see that the fastest growing by far segment there is the own casino game production. That is started as recently in 2018. In September, Relax launched their first game in that sense, and then it's been fast roll-out to up to 60, as I mentioned, titles to date. Also, that follows then with the revenue growth, that has been a significant increase of 143% compounded annual growth rate from 2018 to 2020. Also, the casino aggregation business, which is a very good bedrock for the Relax business, has been growing very well over the years as they're starting on a high point in 2018, but it's still a 24% compounded annual growth rate from 2018 to 2020 in that segment. Poker, albeit that it's mature in certain aspects, the world-class offering that Relax provides already today to the Kindred Group has been also fast-growing over the last couple of years. It's truly showing that it is a world-class product that Relax produces, and it's been up 58% year on year for that period. Bingo at the same time has been more of a sideways development over the last three years and down 13%. Really the strongest growth is within their own casino games production, and that is also where we see clearly the biggest opportunity for Relax going forward. We've also identified significant synergies in and around the transaction. We want to go through some of them here, just to mention a few. It will drive traffic to the Relax games in Kindred, but also the cost of sales saving that we'll be achieving from the Kindred's customer traffic through its Relax product will help to drive synergies. The increased traffic to Relax Gaming will also drive additional revenues for Relax Gaming. Really a positive thing that we can do as a Kindred Group to channel more of our traffic to Relax products and business. Cost synergies by cost savings that we can see optimization of the cost structure within the group, that's something that we will be starting to work with from the get-go. Of course, also we have an opportunity to really leverage our infrastructure and existence, for example, in the American market. Lower investments overall needs for the group in a sense that with the Relax acquisition, we at the historical Kindred will not be having to do bespoke casino developments in-house, but we can rather do that through Relax, which will be a joint benefit for both strengthening the Relax product offering, but also for Kindred. On aggregation routing, there will be efficiency gains and also revenues recuperable in opportunities for that for Kindred. We can leverage the considerable attractiveness to the power of its casino suppliers and route through Relax Gaming as well, rather than taking directly through others. When we're looking at the market expansion, we clearly have a great opportunity. Relax is still relatively early doors into many geographical markets. Also as we mentioned, it's not yet live in the largest sort of fastest-growing American market as well. There we see a great opportunity and also untapped potential in many of the European markets as well, where Relax has only been scratching the surface. Great market expansion opportunities as well. As we mentioned in the release, we have identified annual run rate of synergies. After three years, we expect to get around 8 million sort of annual synergies coming from these four items that we have identified. If we go on the transaction summary before we get into the summary, the acquisition today is about the remaining 66.6% of the outstanding shares in Relax that is not owned by Kindred already today, and it's valuing the company of up to EUR 320 million on a cash and debt-free basis. What the deal structure is as follow, that it's an upfront payment that will be done on completion of EUR 80 million, and that is payable on cash, and it's representing an enterprise value of EUR 150 million and enterprise value last 12 months EBITDA multiple of around 15x. It's a significant earn-out payment structure of up to EUR 113 million in the transaction, which will be payable in 2022 and 2023 based on 2021 and 2022 performances, and they are subject to achieving certain earnings thresholds for Relax Gaming. A significant earn-out element, so really ensuring that the interests of Kindred and Relax is completely aligned. The financing will be done through existing cash and credit facilities. Also there is a management incentive plan, so that we are ensuring that the all existing share option programs in Relax will be exercised and the management team will remain with a significant shareholding of 7% in Relax following the transaction. Also, there's a put call option structure in the incentive plan that means that management can sell their shares to Kindred, and Kindred can buy the shares of the pre-agreed time applying predefined valuation methodology agreed. The closing of the transaction is expected to happen in the fourth quarter of this year. The transaction structure with the majority of the payment component linked to earn-outs, dependent on the business performance, ensures, as I said, full alignment of the interest and low transaction risk for Kindred shareholders. If we summarize the acquisition of Relax, that will strengthen our ability to create long-term value for the Kindred Group shareholders. It is, as I mentioned, a leading B2B iGaming supplier with a world-class product portfolio, and as I mentioned, world-class B2B plus world-class B2C equals a very strong global leader in the digital entertainment industry focusing on gambling. We also have an established player in the B2B space with a broad and connected partner network and large customer base. Relax, as I said, been in existence from 2010. Relax is one of the scarce assets available in the market. It's less than a handful of companies of a similar caliber to Relax out in the market today. It's a very strong and professional business. It's also very scalable, highly scalable, with impressive growth momentum, and will be operated continuously as an independent entity within the group to secure the independence for the Relax customers, and at the same time, provide an increased opportunity for Kindred. The proprietary content development and impressive technology platform will enhance our abilities to create this differentiation. As I mentioned, it's a high margin business with significant EBITDA and cash generation that will support additional growth for the overall Kindred Group. As I said, we identified cost synergies of about EUR 8 million per annum, driving additional value, of course, for the Kindred shareholders. As I said, it's an attractive deal structure and Kindred's strong financial position provides capacity for continued growth and distribution to shareholders in line with our distribution policy. We don't envisage this transaction to have an impact on the previously communicated distribution for Kindred Group. With that, conclude the presentation. I'm more than happy to welcome Patrick Kortman, our Head of Corporate Development & Investor Relations, to host the Q&A session. Welcome, Patrick. Good morning. Thank you. I will host the Q&A session and starting off the operator, do we have any questions from the webcast? Thank you. Just as a reminder to participants, if you do wish to ask a question, please dial zero one on your telephone keypads now. And if you find your question has been answered before it's your turn to speak, you can dial zero two to cancel. We have one question coming from the line of Erik Moberg. Yes. Morning, gentlemen. Thanks for taking my question here. Just in general, to me, the transaction seems rather expensive to be quite honest. Just from a capitalization standpoint here, could you perhaps just give us some more flavor here on your decision to go through with this transaction versus sort of spending your money on dividends or share buybacks? Thank you. Yeah. Thanks, Erik. Clearly for us at Kindred, this is a unique opportunity that we are very pleased with. As I highlighted on this presentation on the slide, you could see that based on the deal structure where we have an upfront element of EUR 80 million, with an earn-out element of up to EUR 113 million, we're completely aligning the interest of Kindred shareholders and Relax. As you say, it's on a last 12-month basis, we're talking about 15 times EBITDA multiple. In that sense, we are very confident that it's a good value creation for the Kindred shareholders, and it will also be very good when we see that it's a very fast-growing business, and it's only, as I showed there, also in its infancy when it comes to the casino production. If you look on the forward multiples, it will be looking a lot different, and that's also why the deal structure is the way it is. Got it. Fair enough. Just in terms of, you mentioned it was EUR 8 million in annual cost savings after three years. Could you perhaps give us a flavor of how we should think about a ramp-up before we get there, like year one, year two, et cetera? Yeah. First, of course, we need to get to conclusion of the transaction, and then we can really start working. We have done great work between the teams already, identifying and giving us confidence to put this EUR 8 million per annum out already now. Of course, that will not come overnight. It will be a ramp-up during the first three years to get to that annual run rate, and then hopefully that will, of course, increase going forward as well. We see very good opportunities to further drive the Relax revenues by increasing traffic through Relax, as we mentioned here, but also for Relax, of course, when they launch more of their own content as well, to be able to provide more. We will also, of course, at Kindred Group, we will get access to a studio functionality to develop our own proprietary games as well, that we see a great benefit, and also clearly for Relax that they can continue to develop the business the way they are now. We see very good on these four elements that we highlighted here. Also, as I say here, the U.S. is a great opportunity in itself that we're very much looking forward to explore together. It will be a ramp-up. Got it. Thanks. That's all from me. Thank you. Thank you. We have one further question on the phones at this time. That's from the line of Ed Young at Morgan Stanley. Please go ahead. Your line is open. Good morning. Thanks. Two for my question. My first one, can you talk a little bit more about increasing traffic to Relax? Does that mean you're essentially going to increase the mix of Relax games within your system, or do you think the wider Kindred Group can somehow help it otherwise? The second one, you said about lower investment needs for the group. Again, does that mean essentially you're going to be looking to increase the mix or use more of the Relax-owned games as part of your proprietary, or keep them purely for Kindred brands? Then a final one, if I can. On the U.S., how does being owned fully by Kindred affect Relax's potential rollout in the U.S.? Why is that a difference under the current ownership versus where they would've been before? Thanks. Thank you. On the first question there on the increasing traffic, of course, we have a very broad supplier network already today, and we intend to keep that because we have a very strong relationship with all our suppliers today. In that sense, it's no difference. Of course, we have the ability to fully controlling Relax or being fully part of the Kindred family, that we have a better opportunity and also logic for driving more traffic directly through Relax. For example, historically, when we choose to either do a direct integration from Kindred or take it to Relax, it will be easier this time to do it for sure through Relax, as we're keeping the benefits of that. Relax then, in a sense, also gets more traffic and revenues from the aggregation business that Relax is producing. Of course, for us at Kindred, on the U.S. question, we will get the opportunity to have more of the utilized infrastructure that we have already built up in the U.S. market that will come to the disposal of the Relax team as well. That, we believe, will give Relax a faster route to market. We also know that there's already been a lot of interest from other operators in the U.S. market to get more content. There we believe that Relax, especially through its market-leading aggregation abilities, will be able to play an important role in the U.S. market. We're very optimistic on that. Can you please repeat your second question, Ed? I think you may have answered it. It was really around the mix towards more proprietary games within the system, which I think you've alluded to. Yeah. No, that's good. Thank you. Thanks. We just have one further question come through. That's from the line of [Martin] Arnell at DNB Markets. Please go ahead. Your line is open. Good morning, guys. I just had a question, Henrik, on the proprietary game content that you will get from this deal. Can you talk a little bit about what kind of content they have and the game portfolio product? Also, do you have any plans with Relax to move into new product categories? Thank you. Thank you, Martin. The proprietary games, already today, we have been commissioning external studios to produce exclusive titles for us, and then we have been taking them most often through Relax. Of course, with this acquisition, we also get the opportunity to create our own studio functionality within the Relax team that can provide and produce games bespoke for Kindred as such, if it's not done through the existing resources. We're really seeing this as a complementary thing that we can utilize this and now start to really build up a proprietary games portfolio within the Relax Group that will serve only Kindred. We will look at it at a later stage if we think that it's beneficial to, at some point, also resell those into the overall Relax network. That's also something we need to, of course, talk and agree together with Relax if that makes sense in those titles. It will give us a much broader and better opportunity. At the same time, that will not jeopardize Relax's own pipeline and development. We will continue to invest as Relax would have been doing anyway, and even more so when we can add more scale to the overall Relax business. For us, it's a benefit that we get access to proprietary pipeline, but also for Relax, that they get a broader base and higher revenues that they can reinvest in their business as well. It's really a good step in that direction. Henrik, this is mainly for online slots, right? Yeah, that's for slots. Relax is already today, on your second question, they're already producing the bingo and poker and also slot games to Kindred and, of course, slot games to many other operators as we showed here today, and of course also with the aggregation abilities where they have these over 50 studios already integrated into the Relax platform. That's been the sort of bread and butter for Relax is the aggregation business. Over the last couple of years, they've been making very great progress into the owned content. That, of course, is, as we showed here, also the fastest-growing and expected to continue to be like that going forward as well. I guess it's very early days, but do they have any plans in live casino content? There is nothing to date, of course, Relax being a market-leading B2B technology company focusing on very good and scalable technology, they have the ingredients that it takes to do other aspects as well. That's a bit of an X factor in this as well, of course, that it could be something over time, but it's nothing to date. Okay. Thank you very much. Thank you. Thank you. Once again, if there are any further questions, please dial zero one on your telephone keypads now. Okay, there seems to be no further questions on the phones at this time. As there are no further questions from the phone, I will pick up a few questions that come through the web. Yeah. The first question is around Kindred ownership. Actually, the question is here, whether Kindred's 100% ownership would be a problem for Relax in their B2B business going forward. Something that we have discussed very closely with the Relax team, and also for us at Kindred, we are already today taking supply from suppliers that are fully owned by other operators, and that's a norm that's been developing in the industry over the last 5 to 10 years, where as long as integrity is secured, which indeed it will be ongoing basis for Relax as well, we don't expect any problems for the other operators to take supply or continued supply from Relax. On the contrary, it can also be seen as a positive with the increased scale and stability and, of course, improved quality of the Relax games as well over time, which is expected. Very good. Maybe just adding to that one, that Kindred will own approximately 93% of the company after the current option schemes are executed at completion of the transaction. Yep, that's a very good point. Management remains with a significant shareholding. Here is a question about the relationship between Kindred and Relax today and how large share of Relax total revenues are coming from Kindred. It's not a number that we have disclosed, and we have not included it today, so we cannot talk about that. Of course, as we have the exclusive casino, sort of poker and bingo products from Relax, and that's been historically a larger part, we have been a large customer for Relax over the years, but that is quickly decreasing as Relax ramps up their own game production and own content and also launching more operators with that content. That's been the fastest-growing segment for Relax, as we mentioned here, so decreasing over time. Thank you. Can you give any details or guidelines on the evolution of the earnings over the next 12 months, and especially how you see the market and the development given the normalization of the COVID impacts? Now, Relax is clearly, as you said here, in a very fast growth phase and has been in that for many years now, and that is expected to continue both as geographical expansion continues, but also as more operators are launched onto the network, and especially operators of size. That is clearly expected to be very strong underlying growth momentum that will outweigh the COVID benefits that might have been over the last year. We're still very optimistic, and the Relax team as well. Again, that's also why the earn-out structure or the deal structure is in the way it is with a lower upfront element and a higher earn-out based on performance over the coming two years. Okay. I think we have no further questions. Okay. Sorry, here was one additional question. With this transaction and the financing it, how do you see on Kindred's distribution policy and potential buybacks going forward? As I mentioned briefly in the presentation, as the deal structure is in the way it is with a lower upfront element and larger elements coming in in the performance-based payments, we don't envisage any impact on the already communicated distribution policy that we made in around the fourth quarter report for 2020. We don't envisage anything impacting that. Okay. Thank you very much. Okay. Thank you very much, everyone.
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