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BETMAKERS TECHNOLOGY GROUP LTD — Capital/Financing Update 2025
Jun 16, 2025
64512_rns_2025-06-16_3131a17e-b11e-4621-bcdb-ea0a76a8b4c4.pdf
Capital/Financing Update
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BETMAKERS TECHNOLOGY GROUP
LIMITED ACN 164 521 395
SHARE PURCHASE PLAN OFFER BOOKLET
Key Dates for Share Purchase Plan*
| Key Dates for Share Purchase Plan* | |
|---|---|
| Record Date | 7:00pm on 4 June 2025 |
| Announcement of SPP Offer | 5 June 2025 |
| Dispatch SPP Offer Booklet to Eligible Shareholders | 17 June 2025 |
| SPP Offer Opening Date | 17 June 2025 |
| SPP Offer Closing Date | 5:00pm on 1 July 2025 |
| SPP Issue Date | 8 July 2025 |
| SPP Shares commence trading on the ASX | 9 July 2025 |
*Any item in this timetable (other than the Record Date) is based on AEST may be varied by BetMakers at its discretion, including by closing the SPP Offer early. In the event of any such variation, BetMakers will lodge the varied timetable with the ASX.
Price and Subscription Information
| Targeted amount to be raised under the SPP Offer |
$1,000,000 (subject to Board discretion) |
|---|---|
| Issue Price | $0.10 per SPP Share which is the same price as the Shares issued under the Placement and represents a 9.9% discount to the volume weighted average price ofBetMakersShares traded on the ASX over the last 10 days on which sales inBetMakers Shares were recorded before 5 June 2025 (being the date the SPP was announced) ($0.11). |
| Minimum amount subscribing Eligible Shareholders can invest |
$2,500 |
| Maximum amount subscribing Eligible Shareholders can invest |
$30,000 |
| Parcels available for Application by Eligible Shareholders |
• $2,500 • $5,000 • $10,000 • $15,000 • $20,000 • $25,000 • $30,000 |
The market price of BetMakers Shares may change between the Offer Opening Date and the Issue Date and may not necessarily reflect the Issue Price of the SPP Shares. Irrespective of the market price of Shares as at the Issue Date, the Issue Price of SPP Shares will not change.
Shareholder Eligibility
The right to participate in the SPP Offer is optional and is available exclusively to Shareholders who are registered as holders of Shares at 7:00pm (AEST) on the Record Date and whose registered address is in Australia or New Zealand (subject to exclusions detailed below). Accordingly, no action is required if you do not wish to participate.
BetMakers reserves, in its absolute discretion, the right to:
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issue to any participating Eligible Shareholder fewer SPP Shares than the number applied for under an Application; or
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accept oversubscriptions, subject to compliance with any requirements of the ASX Listing Rules and the Corporations Act.
This Booklet does not provide or contain financial advice, nor has it taken into account the particular financial circumstances, objectives or needs of any Eligible Shareholder.
Letter from the Chair
17 June 2025
Dear Shareholder,
On behalf of the Board of BetMakers Technology Group Ltd ( BetMakers or the Company ) and further to the Company’s announcement on 5 June 2025, I am pleased to provide Eligible Shareholders an opportunity to participate in BetMakers’s share purchase plan ( SPP ).
The offer under the SPP ( SPP Offer ) follows the successful placement of Shares in BetMakers to institutional and sophisticated investors as announced on 5 June 2025 ( Placement ) and is intended to give Eligible Shareholders the opportunity to increase their shareholdings at the same price that was offered under the Placement.
The funds raised under both the SPP Offer and the Placement will be applied toward repaying all outstanding debt, funding content and access agreements, including payments in relation to new Jersey Fixed Odds, funding the proposed strategic acquisition of Las Vegas Dissemination Company as well as improving the financial flexibility and working capital of the Company. Please see BetMakers’s Investor Presentation lodged on 5 June 2025 for further details.
In addition to the key terms of the SPP Offer set out on page 1, this Booklet also contains important legal information in relation to the SPP Offer and should be read fully before you make any investment decision. You should seek independent advice from your stockbroker, accountant or other professional adviser if you have any questions in relation to your contemplated investment under the SPP Offer.
The SPP Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Class Order ). The Class Order limits the amount which can be invested under the SPP by each Eligible Shareholder to $30,000 and imposes certain requirements for trustees, custodians and nominees holding shares on behalf of Beneficiaries. These requirements and limits are set out in this Booklet. I strongly encourage you to read this Booklet in its entirety and contact Automic, our registry service provider between 8:30am and 7:00pm (AEST), Monday to Friday during the Offer Period on 1300 441 601 (callers within Australia) or +61 2 9698 7164 (callers outside Australia) or email [email protected] if you have any questions.
On behalf of the Board, I thank you for taking the time to read this letter and invite all Eligible Shareholders to consider participating in the SPP.
Yours sincerely,
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Matt Davey Chair BetMakers Technology Group Ltd
BetMakers Share Purchase Plan (SPP) Terms and Conditions
1. SPP Offer
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1.1 Under the SPP, each Eligible Shareholder (defined below) has the opportunity to participate in the SPP Offer by subscribing for up to $30,000 of SPP Shares subject to the following Terms and Conditions. BetMakers intends to raise up to $1,000,000 under the SPP Offer, however, the Company reserves the right to accept oversubscriptions in its discretion, subject to compliance with any requirements of the ASX Listing Rules and the Corporations Act.
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1.2 The SPP Offer opens on 17 June 2025 ( Offer Opening Date ) and closes at 5:00pm AEST on 1 July 2025 or any other such date or dates which BetMakers determines in its absolute discretion ( Offer Closing Date ).
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1.3 The SPP Offer is made on these Terms and Conditions. The SPP Offer is not underwritten.
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1.4 If you choose not to subscribe for SPP Shares pursuant to the SPP Offer, your right to subscribe lapses at the Offer Closing Date.
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1.5 The SPP Offer is non-renounceable, and the rights of Eligible Shareholders to purchase SPP Shares under the SPP Offer cannot be transferred to any other party.
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1.6 All SPP Shares issued pursuant to the SPP Offer will rank equally with BetMakers’s existing Shares.
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1.7 Any amount referred to in this Booklet is in Australian dollars unless otherwise indicated.
2. Eligible Shareholders
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2.1 You are eligible to subscribe for SPP Shares (an Eligible Shareholder ) if:
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(a) you were registered on the Register as a holder of Shares at 7:00pm (AEST) on 4 June 2025; and
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(b) you have a registered address in Australia or New Zealand at that time, unless you are a US Person or in the United States, or are acting for the account or benefit of a person in the United States or a US Person.
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2.2 Eligible Shareholders can only apply for a maximum of $30,000 worth of SPP Shares in aggregate under the SPP Offer, unless applying as a Custodian of a trust with more than one Beneficiary.
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2.3 If you hold Shares as a trustee or nominee for another person or persons but you are not a Custodian as defined in the Class Order, you cannot participate for those beneficiaries in the manner prescribed for Custodians in this Booklet. In these circumstances, the rules applicable to multiple holdings will apply to your entitlement to SPP Shares.
3. Custodians
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3.1 The SPP Offer is being offered to Custodians as the registered Shareholder to the extent that they hold Shares on behalf of an Eligible Beneficiary. Custodians are not required to participate on behalf of their Eligible Beneficiaries. Custodians may choose whether or not to extend the SPP Offer to their Eligible Beneficiaries.
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3.2 If you wish to apply as a Custodian under the SPP Offer to receive SPP Shares for one or more Eligible Beneficiaries, you must complete and submit a Custodian Certificate that contains further certifications and details (as required under the terms of the Class Order) before your Application Form will be accepted. Applications that are not accompanied by a duly completed Custodian Certificate will be rejected.
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3.3 Custodians must request a Custodian Certificate when making an Application on behalf of Eligible Beneficiaries. To request a Custodian Certificate, or to receive further information on how to apply, Custodians should contact the Registry between 8:30am and 7:00pm (AEST), Monday to Friday during the Offer Period on 1300 441 601 (callers within Australia) or +61 2 9698 7164 (callers outside Australia) or email [email protected].
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3.4 By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (among other things) that each Eligible Beneficiary will not exceed the $30,000 limit under the Class Order.
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3.5 Custodians and nominees may not participate in the SPP Offer on behalf of beneficial shareholders who reside or are incorporated, or are located, in the United States, or who reside or are incorporated in other jurisdictions outside Australia and New Zealand.
4. Joint holders and joint Beneficiaries
- 4.1 If two or more persons are registered on the Register as jointly holding Shares at the Record Date, they are taken to be a single registered shareholder of those Shares and a certification given by any of them is deemed to be a certification given by all of them.
5. Applications for SPP Shares
- 5.1 Each Eligible Shareholder may apply for a maximum of $30,000 of SPP Shares by selecting one of the following options:
| Option | Application Amount(A$) | Number ofSPPShares |
|---|---|---|
| A | $2,500 | 25,000 |
| B | $5,000 | 50,000 |
| C | $10,000 | 100,000 |
| D | $15,000 | 150,000 |
| E | $20,000 | 200,000 |
| F | $25,000 | 250,000 |
| G | $30,000 | 300,000 |
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5.2 These limitations apply to each Eligible Shareholder irrespective of the number of separate holdings in which they have a beneficial interest (including joint holdings, multiple share accounts or holdings via a Custodian).
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5.3 Eligible Shareholders who wish to apply for SPP Shares must make a payment for the maximum amount the Eligible Shareholder wishes to pay for SPP Shares by BPAYâ (for Australian resident Eligible Shareholders only) or EFT in accordance with the instructions on the Application Form so that payment is received prior to the Offer Closing Date.
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5.4 Applications for SPP Shares are made by making the relevant payment using either:
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(a) the specific BPAYâ biller code and customer reference number detailed on your personalised Application Form; or
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(b) the specific EFT details and unique reference number assigned to your Application detailed on your personalised Application Form.
You are not required to return your Application Form to apply for SPP Shares. Payments received after the Offer Closing Date may not be accepted. Applicants should be aware of their financial institution’s cutoff time (the payment must be made to be processed overnight) and it is the Applicant’s responsibility to ensure funds are submitted correctly by the Offer Closing Date and time.
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5.5 To make a payment by BPAYâ, you must hold an account with an Australian financial institution. Eligible Shareholders should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPAYâ. It is your responsibility to check that the amount you wish to pay via BPAYâ does not exceed that limit.
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5.6 Eligible Shareholders who receive more than one SPP Offer under the SPP (for example, because they hold Shares in more than one capacity or in different registered holdings) may apply by making payments in accordance with several different Application Forms for SPP Shares but may not apply for any number of SPP Shares with an aggregated value exceeding $30,000. Where an Eligible Shareholder has received multiple Application Forms, we recommend that Eligible Shareholders only apply for their entitlement to SPP Shares using the instructions of one Application Form.
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5.7 BetMakers may accept or reject your Application for SPP Shares in whole or in part, at its discretion, including without limitation, if:
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(a) your Application does not comply with these Terms and Conditions;
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(b) it appears you are not an Eligible Shareholder;
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(c) your payment is not received by the Registry by the Offer Closing Date ;
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(d) your payment does not refer to the correct unique reference number (which is required to identify your shareholding) as set out in on your Application Form or is otherwise determined by BetMakers to be invalid;
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(e) it appears that you are applying to purchase more than $30,000 worth of SPP Shares in aggregate (including as a result of Shares you hold directly, jointly or through a Custodian or nominee arrangement); or
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(f) your Application does not meet the minimum subscription amount of $2,500 or is not for an amount specified in one of the options set out in section 5.1 of this Booklet; or
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(g) payment of the Application Monies is not submitted in Australian currency.
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5.8 If BetMakers rejects your Application for SPP Shares in whole or in part, BetMakers will (in its sole discretion):
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(a) refund that amount of your Application Monies not applied as payment for SPP Shares; or
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(b) allot to you the number of SPP Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your Application Monies and refund to you the excess amount of your Application Monies.
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5.9 If you are entitled to a refund of all or any of your Application Monies, the refund will be paid to you, without interest, as soon as practicable, by direct credit to your nominated bank account recorded with the Registry as at the Offer Closing Date (if applicable).
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5.10 BetMakers strongly encourages all Shareholders to ensure that the correct bank details are recorded in the Registry prior to the Offer Closing Date to ensure that any refunds are processed and received.
6. Issue Price
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6.1 The Issue Price of each SPP Share will be $0.10 per SPP Share. This represents the same price as the Shares issued under the Placement and represents a 9.9% discount to the volume weighted average price of BetMakers Shares traded on the ASX over the last 10 days on which sales in BetMakers Shares were recorded before 5 June 2025 (being the date the SPP was announced) ($0.11).
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6.2 There is a risk that the market price of BetMakers’s Shares may rise or fall between the date of the SPP Offer under this Booklet and the time of issue of the SPP Shares. This means that the Issue Price for the SPP Shares may be less or more than the market price of Shares at the date of this Booklet or the Issue Date. Irrespective of the market price of Shares as at the Issue Date, the Issue Price of SPP Shares will not change. Your Application is unconditional and may not be withdrawn even if the market price of BetMakers Shares is less than the Issue Price at any time.
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6.3 The current Share price can be obtained from the ASX and is listed in the financial and business section of major daily newspapers circulating in Australia.
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6.4 You agree to pay the Issue Price per SPP Share for the number of SPP Shares calculated under clause 7.1 or, if there is a scale back, the number of SPP Shares calculated under clause 11.
7. Number of SPP Shares to be issued
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7.1 If you apply for SPP Shares, you will apply for a certain value, rather than a certain number, of SPP Shares. If your Application is accepted, BetMakers will divide the value of your Application Monies by the Issue Price to determine the maximum number of SPP Shares which may be issued to you, subject to scale back and the matters listed in clause 5.8.
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7.2 If the calculation under clause 7.1 yields a fractional number, the number of SPP Shares issued will be rounded up to the nearest whole SPP Share.
8. Issue
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8.1 SPP Shares will be issued on the Issue Date.
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8.2 SPP Shares will rank equally with existing Shares at the Issue Date.
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8.3 BetMakers will apply to ASX for the quotation of SPP Shares. It is anticipated that SPP Shares will be quoted on the ASX immediately after their issue.
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8.4 The Registry will send you a holding statement, confirming the issue of SPP Shares, in accordance with the Registry’s usual dispatch of holding statements each month.
9. Acknowledgements
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9.1 By submitting an Application, you:
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(a) are deemed to have accepted the SPP Offer and you irrevocably and unconditionally agree to be bound by the Terms and Conditions and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;
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(b) warrant that your registered address and bank account details (if applicable) as recorded by the Registry are true and complete as at the date of your payment;
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(c) agree that your Application will be irrevocable and unconditional (that is, it cannot be withdrawn);
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(d) warrant that you are an Eligible Shareholder or are acting on behalf of an Eligible Shareholder and are eligible to participate in the SPP on these Terms and Conditions;
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(e) acknowledge that no interest will be paid on any Application Monies held pending the issue of SPP Shares or subsequently refunded to you for any reason;
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(f) acknowledge that BetMakers and its officers and agents are not liable for any consequences of the exercise or non-exercise of their discretions referred to in these Terms and Conditions;
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(g) agree to pay the Issue Price per SPP Share up to the maximum value of your Application Monies;
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(h) warrant, acknowledge and agree that:
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(i) you are not a US Person or in the United States, nor are you acting for the account or benefit of a person in the United States or who is otherwise a US Person;
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(ii) the SPP Shares have not been, and will not be, registered under the securities laws of any state or other jurisdiction of the United States, and accordingly, the SPP Shares may not be offered, sold or otherwise transferred without registration under the securities laws of the United States unless the SPP Shares are offered, sold or otherwise transferred in a transaction exempt from, or not subject to, the registration requirements of US securities laws, and any other applicable securities laws;
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(iii) you have not, and will not, send this Booklet or any materials relating to the SPP to any person in the United States;
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(iv) if in the future you decide to sell or otherwise transfer the SPP Shares, you will only do so in the regular way for transactions on the ASX where neither you nor any person acting on your behalf know, or have reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States; and
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(v) if you are acting as a trustee, nominee or Custodian, to the extent that you hold Shares on behalf of another person resident outside Australia or New Zealand, you have complied with all applicable foreign laws and each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand, and you have not sent this Booklet, or any materials relating to the SPP to any person outside Australia and New Zealand;
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(i) if you are applying on your own behalf (and not as a Custodian), you acknowledge and agree that, as at the Offer Closing Date, the total amount applied for or paid by you for the following items does not exceed $30,000:
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(i) the SPP Shares you have applied for under the SPP Offer; plus
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(ii) any other Shares issued to you under the SPP or any similar arrangement in the 12 months before the Application; plus
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(iii) any other SPP Shares which you have instructed a Custodian to acquire on your behalf under the SPP; plus
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(iv) any other Shares issued to a Custodian in the 12 months before the Application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the SPP;
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(j) if you are a Custodian and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, you acknowledge and agree that:
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(i) you are a Custodian (as that term is defined in the Class Order);
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(ii) you held Shares on behalf of the Eligible Beneficiary as at the Record Date who has instructed you to apply for SPP Shares on their behalf under the SPP and that the Eligible Beneficiary has been given a copy of this Booklet;
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(iii) you are not applying for SPP Shares on behalf of any Eligible Beneficiary with an application price of more than $30,000 under the SPP; and
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(iv) the information in the Custodian Certificate submitted with your Application is true, correct and not misleading;
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(k) agree to be bound by the constitution of BetMakers (as amended and as it may be amended from time to time in the future);
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(l) acknowledge that none of BetMakers or its advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the SPP, or has any obligation to provide such advice;
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(m) you authorise BetMakers to do anything on your behalf necessary for SPP Shares to be issued to you in accordance with these Terms and Conditions;
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(n) you acknowledge that BetMakers may at any time irrevocably determine that your Application is valid, in accordance with the Terms and Conditions of the SPP, even if the Application Form is incomplete, contains errors or is otherwise defective; and
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(o) you authorise BetMakers to correct minor or easily rectified errors in, or omissions from, your Application Form.
10. Shortfall and Oversubscriptions
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10.1 The Company is seeking to raise $1,000,000 through this SPP Offer, however, the Company reserves the right to either increase the amount raised or scale back applications in its sole and absolute discretion, subject to compliance with the ASX Listing Rules and Corporations Act. There is no minimum subscription to this Offer and no guarantee that the Company will raise the full $1,000,000 under this SPP.
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10.2 The Company reserves the right to close this Offer early before the full $1,000,000 has been raised.
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10.3 The Directors also reserve the right, in their sole and absolute discretion, to accept oversubscriptions, up to the SPP Limit subject to compliance with any requirements of the ASX Listing Rules and the Corporations Act.
11. Scale Back
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11.1 BetMakers may, in its discretion, undertake a scale back of Applications for SPP Shares to the extent and in the manner it sees fit, including to reduce the aggregate value of applications under the SPP Offer to the SPP Limit or such other amount as the Board may determine.
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11.2 If BetMakers elects to scale back the number of SPP Shares to be issued under the SPP Offer, the scale back may not necessarily be on a pro rata basis and you may receive less than the parcel of SPP Shares for which you have applied. It is the Board’s current intention that any scale back due to excess demand be made having regard to a number of factors, including (without limitation) the number of Shares held by applicants as at the Record Date, the extent to which applicants have sold or purchased shares since the Record Date, whether an applicant has multiple registered holdings and the total applications received from Eligible Shareholders.
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11.3 If a scale back produces a fractional number of SPP Shares when applied to your parcel, the number of SPP Shares you will be allotted will be rounded up to the nearest whole number of SPP Shares.
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11.4 If your Application is scaled back, the difference between the Application Monies received from you and the value of the SPP Shares allocated to you (valued at the Issue Price per SPP Share) will be refunded to you without interest in accordance with clause 5.10.
12. Dispute Resolution
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12.1 BetMakers may settle, in any manner it deems appropriate, any difficulties, anomalies, or disputes which may arise in connection with, or by reason of, the operation of the SPP whether generally or in relation to any participant or any Application for SPP Shares, and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates.
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12.2 The powers of BetMakers under these Terms and Conditions may be exercised by the Directors or any delegate or representative of the Directors.
13. Variation and termination
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13.1 BetMakers reserves the right at any time to:
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(a) amend or vary these Terms and Conditions;
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(b) waive strict compliance with any provision of these Terms and Conditions;
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(c) withdraw the SPP Offer or suspend or terminate the SPP;
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(d) vary the timetable for the SPP, including the Offer Closing Date; and
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(e) not accept an Application, not issue SPP Shares or issue SPP Shares to a value less than that applied for under the SPP by an Eligible Shareholder (including a Custodian applying on behalf of its Eligible Beneficiaries).
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13.2 In the event that the SPP is withdrawn or terminated all Application Monies will be refunded. No interest will be paid on any money returned to you.
14. Taxation
None of BetMakers, its officers, employees, advisors or agents makes any representation or warranties about, and accepts no responsibility for, the liability of Eligible Shareholders to pay tax in respect of SPP Shares, payment or other transaction under the SPP.
15. Privacy Policy
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15.1 Chapter 2C of the Corporations Act requires information about you as a security holder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. This information must continue to be included in the public register if you cease to be a security holder. The Privacy Amendment (Private Sector) Act 2000 (Cth) does not alter these statutory obligations.
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15.2 BetMakers and the Registry may collect personal information to process your Application, implement the SPP and administer your shareholding. The personal information contained in the Register is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to Shareholders) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act.
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15.3 Your personal information may be disclosed to joint investors, the Registry, securities brokers, third party service providers, including print and mail service providers, technology providers and professional advisers, related entities of BetMakers and its agents and contractors, and ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom your personal information may be disclosed may be located overseas.
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15.4 BetMakers’s privacy policy can be found at: https://betmakers.com/privacy-policy/. The Registry’s privacy -
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policy can be found at: https://www.automicgroup.com.au/privacy policy/
16. Governing Law
These Terms and Conditions are governed by the laws in force in Victoria, Australia. Any dispute arising out of, or in connection with, these Terms and Conditions, or the SPP Offer, will be determined by the courts of Victoria, Australia. By accepting the SPP Offer, you agree to submit to the non-exclusive jurisdiction of the courts in Victoria, Australia. Other terms and conditions, rights and obligations of SPP Shares are contained in BetMakers’s constitution. These Terms and Conditions prevail to the extent of any inconsistency with the Application Form.
17. Questions
For Eligible Shareholders with any questions in relation to the SPP Offer, you can contact the Information Line operated by BetMakers’ share registry, Automic, either by phone on 1300 441 601 (callers within Australia) or +61 2 9698 7164 (callers outside Australia) between 8:30am – 7:00pm (AEST) Monday through Friday, or email [email protected], until the Offer Closing Date.
Important Notice and Disclaimer
This Booklet does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. You should consider your investment objectives, financial situation and particular needs and whether participating in the SPP Offer is appropriate for your circumstances. BetMakers recommends Eligible Shareholders seek independent financial taxation advice before making any investment decision in relation to the SPP Offer.
ASIC Relief
The SPP Offer is made in accordance with the Class Order which, subject to certain terms and conditions, grants relief from the requirement for BetMakers to prepare a disclosure document for the issue of the SPP Shares. This Booklet is not a prospectus or disclosure document under Chapter 6D of the Corporations Act and, accordingly, does not contain all information that you might require to make an informed decision regarding your participation in the SPP Offer.
Overseas Shareholders
The laws of some countries prohibit, or make unviable, the participation in the SPP by certain overseas Shareholders. Shareholders who are not resident in Australia or New Zealand will not be able to participate in the SPP. The SPP does not constitute an offer of BetMakers Shares for sale in any jurisdiction other than Australia and New Zealand.
Custodians and other trustees or nominees may not distribute any part of this document in any country outside Australia or New Zealand and may not permit any beneficial shareholder who is not a resident of Australia or New Zealand to participate in the SPP.
New Zealand
The SPP Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of BetMakers at the Record Date with registered addresses in New Zealand. The SPP Offer is being made to those New Zealand resident Shareholders in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021 (NZ).
This Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This Booklet is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.
United States
This Booklet may not be released or distributed in the United States. This Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, shares in the United States or to, or for the account or benefit of, US Persons or any person in the United States. The SPP Shares will not be registered under the US Securities Act of 1933 (as amended) ( Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The SPP Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or jurisdiction in the United States.
Definitions
AEST means Australian Eastern Standard Time.
Application means an application for SPP Shares submitted by an Eligible Shareholder in accordance with clause 5.3.
Application Form means your personalised application form enclosed with this Booklet.
Application Monies means the funds paid by an Eligible Shareholder via BPAYâ or electronic funds transfer in consideration for SPP Shares and otherwise in accordance with the instructions in these Terms and Conditions and the Eligible Shareholder’s Application Form.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ACN 008 624 691 or, where the context requires, the securities exchange operated by it on which Shares in BetMakers are quoted.
Automic or Registry means Automic Pty Ltd ACN 152 260 814.
Beneficiary means a person on whose behalf a Custodian is holding Shares at the Record Date.
BetMakers or the Company means BetMakers Technology Group Ltd ACN 164 521 395.
Booklet means the full and complete booklet of SPP Offer documentation.
BPAY â means an electronic payment made via BPAYâ in accordance with the personalised instructions provided on your Application Form.
Class Order means ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.
Corporations Act means the Corporations Act 2001 (Cth).
Custodian means Custodian as defined in section 4 of the Class Order.
Custodian Certificate means a certificate complying with section 8(3) of the Class Order.
Director means a director of BetMakers.
EFT means an electronic funds transfer made in accordance with the personalised instructions provided on your Application Form.
Eligible Beneficiary means a Beneficiary with a registered address in either Australia or New Zealand, provided that such Beneficiary is not residing in the United States.
Eligible Shareholder means a Shareholder who is a registered holder of Shares at the Record Date with a registered address in either Australia or New Zealand, provided that such Shareholder is not in the United States or a US Person or acting for the account or benefit of a person in the United States or a US Person.
Issue Date means 8 July 2025 (or such earlier date as BetMakers determines, in its absolute discretion).
Issue Price means the price per SPP Share, being $0.10.
Offer Closing Date means 5:00pm (AEST) on 1 July 2025 (or such other date as BetMakers determines, in its absolute discretion).
Offer Opening Date means 17 June 2025.
Offer Period means the period between the Offer Opening Date and the Offer Closing Date.
Placement means the placement of fully paid ordinary shares by BetMakers to institutional and professional investors, raising $12.5 million as announced on 5 June 2025.
Placement Shares means the shares in BetMakers issued to investors by way of the Placement.
Record Date means 7:00pm (AEST) on 4 June 2025.
Register means the register of Shareholders.
Share means a fully paid ordinary share of BetMakers.
Shareholder means a registered holder of Shares.
SPP means the share purchase plan offer made to Eligible Shareholders under this Booklet.
SPP Limit means 30% of the Company’s issued capital, being the amount that can be issued without Shareholder approval under the ASX Listing Rules.
SPP Offer means the offer in clause 1 of the Terms and Conditions of the SPP.
SPP Share means a Share offered pursuant to the SPP Offer.
Terms and Conditions means the Terms and Conditions of the SPP Offer as set out in this Booklet.
US Person has the meaning given to it under Regulation S promulgated under the Securities Act 1933 (US).
All Registry Communication to:
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BetMakers Technology Group Ltd | ACN 164 521 395
GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected]
www.automicgroup.com.au
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Holder Number: Record Date: 7.00pm (AEST) on 4 June 2025
SHARE PURCHASE PLAN APPLICATION FORM
OFFER CLOSES 5:00PM (AEST) 1 JULY 2025 (WHICH MAY CHANGE WITHOUT NOTICE)
This Offer entitles each Eligible Shareholder in BetMakers Technology Group Ltd ( BetMakers or the Company ) to subscribe through the Company’s Share Purchase Plan ( SPP ) for a maximum of $30,000 worth of fully paid ordinary shares in the Company ( SPP Shares ). The Company announced the SPP to raise $1,000,000. The SPP is open to all shareholders recorded as holding fully paid ordinary shares ( Shares ) on the Company’s Register as at the Record Date with a registered address in Australia or New Zealand. The issue price of the SPP Shares is $0.10 ( Issue Price ).
1 SUBSCRIPTION
Eligible Shareholders may subscribe for any one of the following parcels ( subject to a maximum band or any scale back ) described below by paying the
applicable Subscription Amount in accordance with the payment instructions in section 2 of this Application Form:
| Application Amount | Number of SPP Shares | |
|---|---|---|
| Offer A | $2,500 (Minimum) | 25,000 |
| Offer B | $5,000 | 50,000 |
| Offer C | $10,000 | 100,000 |
| Offer D | $15,000 | 150,000 |
| Offer E | $20,000 | 200,000 |
| Offer F | $25,000 | 250,000 |
| Offer G | $30,000 (Maximum) | 300,000 |
2 PAYMENT - YOU CAN PAY BY BPAY® OR ELECTRONIC FUNDS TRANSFER (EFT)
Payments must be made by BPAY® or by EFT and may not be made by cheque or money order. You do not need to return this Application Form.
| Option A - BPAY® | Option A - BPAY® | Option B – Electronic Funds Transfer (EFT) | ||
|---|---|---|---|---|
| Biller Code: | The unique reference number which has been assigned to your Application is: |
|||
| Ref No: | Funds are to be deposited in AUD currency directly to following bank account: | |||
| Account name: Automic Pty Ltd |
||||
| Account BSB: | ||||
| Please ensure you use the BPAY® details stated above as they are unique for each Offer. |
Account number: Swift Code: WPACAU2S |
|||
| Note:You do not need to return this form. Your BPAY® reference number or unique reference number will process your payment for your application for SPP Shares electronically. |
IMPORTANT: You must quote your unique reference number as your payment reference/description when processing your EFT payment. Failure to do so may result in your funds not being allocated to your application and SPP Shares subsequently not issued. |
3 ELECT TO RECEIVE COMMUNICATIONS ELECTRONICALLY
If you have received this Application Form by post, you have not provided your email address or elected to receive all communications electronically.
| We encourage you to elect to receive shareholder communications electronically to: • Help the Company reduce its printing and mailing costs • Receive investor communications faster and more securely • Help the environment through the need for less paper. |
SCAN THE QR CODE TO VISIT HTTPS://INVESTOR.AUTOMIC.COM.AU AND UPDATE YOUR COMMUNICATION PREFERENCE |
|
|---|---|---|
INSTRUCTIONS FOR COMPLETION OF THIS APPLICATION FORM
The right to participate in the SPP is optional and is offered exclusively to all Shareholders (including Custodians) who are registered as holders of Shares in the capital of the Company on the Record Date with a registered address in Australia or New Zealand ( Eligible Shareholders ).
If the Company rejects or scales-back an application or purported applications, the Company will return to the Shareholder the relevant Application Monies, without interest.
HOW TO APPLY FOR SPP SHARES UNDER THE SPP
1 Subscription As an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of SPP Shares. Eligible Shareholders can select one of the parcels prescribed overleaf.
In order to comply with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the maximum value of SPP Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is $30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of Shares or because you hold more than one shareholding under separate share accounts).
If the Company receives an amount that does not equal one of the amounts specified overleaf the Company may accept the payment at their discretion and refund any excess Application Money (without interest) to the Eligible Shareholder. If the Company receives a subscription of over $30,000 worth of SPP Shares by an Eligible Shareholder through multiple applications or joint holdings, the Company may refund any excess Application Money (without interest) to the Eligible Shareholder.
Any application made under the SPP Offer is not guaranteed to result in the Eligible Shareholder receiving any SPP Shares that have been applied for. Applications may be scaled back at the absolute discretion of the Company.
2 Payment
By making a payment via BPAY or EFT, you agree that it is your responsibility to ensure that funds are submitted correctly and received by Automic Share Registry by the closing date and time. Payment must be received by the Share Registry by 5:00pm (AEST) on the Offer Closing Date.
It is your responsibility to ensure your BPAY CRN or EFT unique Payment Reference is quoted, as per the instructions in Section 2 of the Application Form. If you fail to quote your BPAY CRN or EFT unique Payment Reference correctly, Automic may be unable to allocate or refund your payment. If you need assistance, please contact Automic.
Payment by BPAY®: You can make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number on this Form. Multiple acceptances must be paid separately.
Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Please use your unique reference on this Form. This will ensure your payment is processed correctly to your application electronically.
Applicants should be aware of Automic’s financial institution’s cut off-time, their own financial institution’s cut-off time and associated fees with processing a funds transfer. It is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time, including taking into account any delay that may occur as a result of payments being made after 5pm (Sydney time) and/or on a day that is not a business day (payment must be made to be processed overnight). You do not need to return this Form if you have made payment via BPAY® or EFT. Your reference number will process your payment to your application electronically and you will be deemed to have applied for such SPP Shares for which you have paid.
3 Elect to receive communications electronically
As a valued shareholder, the Company encourages shareholders to elect to receive their shareholder communications electronically. This will ensure you receive all future important shareholder communications in a faster and more secure way and reduce the environmental footprint of printing and mailing.
IMPORTANT INFORMATION
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This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
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If you do not wish to purchase SPP Shares under the SPP, there is no need to take action.
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Please ensure you have read and understood the terms and conditions of the SPP in the Booklet accompanying this Application Form and this section entitled "Important Information" before making payment by BPAY® or EFT.
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The offer for SPP Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
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If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional certificate that contains further certifications and details ( Custodian Certificate ) that must be provided before your application will be received. The Custodian Certificate can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Custodian Certificate will be rejected. A completed Custodian Certificate must be emailed to: [email protected] , failure to do so will result in the Application being rejected.
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For applicants that are not required to complete the Custodian Certificate, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for:
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the parcel of SPP Shares indicated on this Application Form; and
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any other SPP Shares applied for by you, or which you have instructed a custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to making payment by BPAY® or EFT does not exceed A$30,000.
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The maximum subscription limitation of A$30,000 will apply even if you have received more than one Application Form (whether in respect of a joint holding or because you have more than one holding under separate security accounts).
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You are not guaranteed to receive any SPP Shares that you have applied for and the Company may, in its absolute and sole discretion: a. scale back any applications made; and
- b. reject your application, without limit.
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By making payment of application monies, you certify that:
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you wish to apply for SPP Shares under the SPP as indicated on this Application Form and acknowledge that your application is irrevocable and
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unconditional;
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you received a copy of the Booklet, and you have read and understood the terms and conditions of the SPP;
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you agree to be bound by the Constitution of the Company and the terms and conditions in the Booklet;
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you agree to accept any lesser number of SPP Shares than the number of SPP Shares applied for; and
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you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States.
If you require further information about the Offer, please contact the BetMakers SPP Information Line on 1300 441 601 (within Australia) or +61 2 9698 7164 (overseas) between 8:30am and 7:00pm (Sydney time), Monday to Friday or email [email protected].