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Super Group (SGHC) Ltd Regulatory Filings 2022

Aug 11, 2022

30835_prs_2022-08-11_e5e9f946-3e4d-430e-8d8b-684bbcd9656b.zip

Regulatory Filings

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424B3 1 d387330d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-263800

PROSPECTUS SUPPLEMENT NO. 1

(to prospectus dated July 14, 2022)

Up to 481,074,588 Ordinary Shares

Up to 11,000,000 Warrants

Super Group (SGHC) Limited

(a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey)

This prospectus supplement no. 1 (this “prospectus supplement”) amends and supplements the prospectus dated July 14, 2022 (as supplemented or amended from time to time, the “Prospectus”) which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-263800). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2022 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ordinary shares and public warrants are listed on the New York Stock Exchange under the symbols “SGHC” and “SGHC WS”, respectively. On August 10, 2022, the closing price of our ordinary shares was $5.66 per share.

Our business and an investment in our ordinary shares involves a high degree of risk. See “ Risk Factors ” beginning on page 30 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 11, 2022.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

August 2022

Commission File Number: 001-41253

Super Group (SGHC) Limited

(Translation of registrant’s name into English)

Super Group (SGHC) Limited

Bordeaux Court, Les Echelons

St. Peter Port, Guernsey, GY1 1AR

Telephone: +44 (0) 14 8182-2939

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Super Group (SGHC) Limited

On August 11, 2022, Super Group (SGHC) Limited (the “Company”) issued a press release announcing its financial results for the quarter and six months ended June 30, 2022. A copy of the press release, which includes an unaudited consolidated statement of financial position as of June 30, 2022 and an unaudited consolidated statement of profit or loss for the six months ended June 30, 2022, is attached hereto as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUPER GROUP (SGHC) LIMITED — By: /s/ Neal Menashe
Name: Neal Menashe
Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release, dated August 11, 2022.

Exhibit 99.1

Super Group Reports Second Quarter 2022 Financial Results

• Second Quarter 2022 Revenue of € 320.8 million

• Profit after tax of € 298.6 million for the second quarter of 2022 includes € 283.3 million of non-cash fair value gains associated with the mark to market of the warrant and earnout liabilities

• Second Quarter 2022 Adjusted EBITDA of € 63.6 million

• Cash and cash equivalents was € 220.0 million at June 30, 2022

• Management to host conference call today at 8:30 a.m. ET

New York, NY – August 11, 2022 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced second quarter 2022 financial results for its operating subsidiary, SGHC Limited.

Neal Menashe, CEO of Super Group, commented: “The current macro environment may provide near term headwinds but Super Group’s balance sheet remains strong and our business remains fundamentally sound.” Mr. Menashe continued, “By investing in our global business, we continue to focus on organic and strategic growth opportunities in pursuit of long-term sustainable profits.”

Alinda van Wyk, CFO of Super Group stated, “Super Group is a profitable and debt free company with a continuing track record of consistent cash generation. Despite some current challenges, we have increased monthly active users, while focusing on financial discipline to maintain profitability and we continue to invest in the future growth of Super Group.”

Financial Highlights

• Revenue decreased by 10% to €320.8 million for second quarter of 2022 from €355.2 million over the same period in the prior year primarily as a result of a decline in online casino net gaming revenue and brand license fee income, partially offset by an increase in sports betting net gaming revenue. The decrease in casino net gaming revenue was driven by the impact of inflationary factors on disposable income. The prior year quarter casino net gaming revenue also included a positive impact from the global shutdowns during the COVID pandemic. Brand license fee income declined due to renegotiated contract terms. Sports betting net gaming revenue increased due to growth in Africa and Asia-Pacific regions.

• Profit after tax for the second quarter of 2022 was €298.6 million compared to a profit of €63.9million in the same period of the prior year. Profit for the second quarter of 2022 was positively impacted by non-cash adjustments related to the business combination and the listing on January 27, 2022 as follows:

• €219.3 million for fair value gains of earnout liabilities; and

• €64.0 million of fair value gains of warrant liabilities.

• EBITDA, a non-GAAP measure, increased to €319.3 million in the second quarter of 2022 compared to €91.4 million in the same period from the prior year.

• Adjusted EBITDA, which excludes transaction costs, share listing expenses, changes in valuations of warrants and earnout liabilities and associated foreign exchange movements, gains on derivative contracts and bargain purchases, decreased 30% to €63.6 million compared to €90.8 million in the same period from the prior year.

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• Monthly Average Customers for the quarter increased 3% to 2.7 million during the second quarter of 2022 from 2.6 million in the second quarter of 2021.

• Cash and cash equivalents was €220.0 million at June 30, 2022 and €293.8 million at December 31, 2021. The decrease was primarily the result of cash used to redeem shares in connection with closing the business combination, offset in part by cash released from SEAC’s trust account to Super Group upon the closing.

• During the second quarter of 2022, approximately 6.7 million Restricted Stock Units were granted across the employee base and will vest in equal tranches over the next three years on December 31, 2022, 2023 and 2024.

Net Gaming Revenue by Geographical Region for the Three Months Ended June 30:

€ ‘000s € ‘000s € ‘000s
Betway Spin Total
Africa and Middle East 62,914 660 63,574
Asia-Pacific 50,756 26,632 77,388
Europe 28,516 1,993 30,509
North America 32,616 109,513 142,129
South/Latin America 3,893 3,323 7,216
178,695 142,121 320,816
Africa and Middle East 35 % 0 % 20 %
Asia-Pacific 28 % 19 % 24 %
Europe 16 % 1 % 10 %
North America 19 % 78 % 44 %
South/Latin America 2 % 2 % 2 %

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€ ‘000s € ‘000s € ‘000s
Betway Spin Total
Africa and Middle East 52,940 1,350 54,290
Asia-Pacific 57,047 22,741 79,788
Europe 35,013 3,870 38,883
North America 36,692 136,346 173,038
South/Latin America 4,014 5,186 9,200
185,706 169,493 355,199
Africa and Middle East 29 % 1 % 15 %
Asia-Pacific 31 % 13 % 22 %
Europe 19 % 2 % 11 %
North America 19 % 81 % 49 %
South/Latin America 2 % 3 % 3 %

Net Gaming Revenue by Geographical Region for the Six Months Ended June 30:

€ ‘000s € ‘000s € ‘000s
Betway Spin Total
Africa and Middle East 126,700 1,996 128,696
Asia-Pacific 105,410 50,620 156,030
Europe 58,708 4,520 63,228
North America 67,679 225,498 293,177
South/Latin America 7,178 6,986 14,164
365,675 289,620 655,295
Africa and Middle East 35 % 1 % 20 %
Asia-Pacific 29 % 17 % 24 %
Europe 16 % 2 % 10 %
North America 18 % 78 % 44 %
South/Latin America 2 % 2 % 2 %

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€ ‘000s € ‘000s € ‘000s
Betway Spin Total
Africa and Middle East 87,521 3,269 90,790
Asia-Pacific 111,469 45,436 156,905
Europe 70,014 12,018 82,032
North America 67,246 255,347 322,593
South/Latin America 6,250 8,440 14,690
342,500 324,510 667,010
Africa and Middle East 26 % 1 % 14 %
Asia-Pacific 33 % 14 % 24 %
Europe 20 % 4 % 12 %
North America 19 % 78 % 48 %
South/Latin America 2 % 3 % 2 %

Net Gaming Revenue by Product for the Three Months Ended June 30:

2022 2022 2022
€ ‘000s € ‘000s € ‘000s
Online casino 1 62,139 142,174 204,313
Sports betting 1 110,740 (53 ) 110,687
Brand licensing 2 5,766 — 5,766
Other 3 50 — 50
Total Group revenue 178,695 142,121 320,816
2021 2021 2021
€ ‘000s € ‘000s € ‘000s
Online casino 1 63,202 168,921 232,123
Sports betting 1 104,626 572 105,198
Brand licensing 2 17,482 — 17,482
Other 3 396 — 396
Total Group revenue 185,706 169,493 355,199

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Net Gaming Revenue by Product for the Six Months Ended June 30:

2022 2022 2022
€ ‘000s € ‘000s € ‘000s
Online casino 1 119,595 289,220 408,815
Sports betting 1 219,777 400 220,177
Brand licensing 2 25,656 — 25,656
Other 3 647 — 647
Total Group revenue 365,675 289,620 655,295
2021 2021 2021
€ ‘000s € ‘000s € ‘000s
Online casino 1 123,630 322,290 445,920
Sports betting 1 184,235 939 185,174
Brand licensing 2 34,635 136 34,771
Other 3 — 1,145 1,145
Total Group revenue 342,500 324,510 667,010

1 Sports betting and online casino revenues are not within the scope of IFRS 15 ‘Revenue from Contracts with Customers’ and are treated as derivatives under IFRS 9 ‘Financial Instruments’.

2 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.

3 Other relates to rebates received from external processors.

Reorganization Timeline

Over the last three years, the business conducted a restructuring by combining existing, stand-alone companies into the newly formed Super Group.

SGHC Limited was formed on July 6, 2020.

The following transactions took place during 2021 and 2022 as part of the reorganization:

• January 11, 2021 - Raging River Trading was deemed to have been acquired.

• April 9, 2021 - Webhost, Partner Media and Buffalo Partners were acquired.

• April 14, 2021 - DigiProc Consolidated was acquired.

• April 16, 2021 – Digiprocessing (Mauritius) was acquired.

• April 19, 2021 - Raichu Investments was acquired.

• September 2, 2021 - SGHC purchased 100% of the outstanding shares of Smart Business Solutions S.A.

• December 1, 2021 - SGHC purchased 100% of the outstanding shares in Haber Investments, and Red Interactive.

• January 27, 2022 - Business combination with SEAC.

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Non-GAAP Financial Information

This press release includes non-GAAP financial information not presented in accordance with the International Financial Reporting Standards (“IFRS”).

EBITDA and Adjusted EBITDA are non-GAAP company-specific performance measures that Super Group uses to supplement the Company’s results presented in accordance with IFRS. EBITDA is defined as profit before depreciation, amortization, financial income, financial expense and income tax expense/credit. Adjusted EBITDA is defined as EBITDA less gain on derivative contracts and gain on bargain purchase plus transaction costs, share listing expense, fair value adjustments on warrant liabilities and earnout liabilities and associated foreign exchange movements, and the expense for a once off award of Restricted Stock Units.

Super Group believes that these non-GAAP measures are useful in evaluating the Company’s operating performance as they are similar to measures reported by the Company’s public competitors and are regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects.

Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by IFRS to be recorded in Super Group’s financial statements. In order to compensate for these limitations, management presents non-GAAP financial measures together with IFRS results. Non-GAAP measures should be considered in addition to results and guidance prepared in accordance with IFRS, but should not be considered a substitute for, or superior to, IFRS results.

Reconciliation tables of the most comparable IFRS financial measure to the non-GAAP financial measures used in this press release are included below. Super Group urges investors to review the reconciliation and not to rely on any single financial measure to evaluate its business. In addition, other companies, including companies in our industry, may calculate similarly named non-GAAP measures differently than we do, which limits their usefulness in comparing our financial results with theirs.

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Reconciliation of Profit to Adjusted EBITDA for:

2022 2021 2022 2021
€ ‘000s € ‘000s € ‘000s € ‘000s
Profit for the period 298,561 63,912 135,337 102,487
Income tax expense 5,623 3,091 14,582 6,011
Finance income (352 ) (350 ) (665 ) (688 )
Finance expense 314 2,876 663 5,755
Depreciation and amortization expense 15,175 21,873 31,169 41,981
EBITDA 319,321 91,402 181,086 155,546
Transaction fees 207 — 21,611 —
Gain on derivative contracts — — (1,712 ) —
Share based payment expense — — 126,252 —
Foreign exchange loss on revaluation of warrants and earnouts 24,029 — 24,029 —
Change in fair value of warrant liability (63,988 ) — (34,614 ) —
Change in fair value of earnout liability (219,321 ) — (194,936 ) —
RSU expense 3,376 — 3,376 —
Gain on bargain purchase — (614 ) — (10,661 )
Adjusted EBITDA 63,624 90,788 125,092 144,885

Webcast Details

The Company will host a webcast at 8:30 a.m. ET today to discuss the second quarter 2022 financial results. For ease of year-over-year comparison and analysis the Company may discuss pro-forma consolidated results, including Adjusted EBITDA, which pro-forma results are included in the Q2 2022 Earnings Review presentation posted on Investor Relations section of SGHC.com.

Participants may access the live webcast and supplemental earnings presentation on the events & presentations page of the Super Group Investor Relations website at: https://investors.sghc.com/events-and-presentations/default.aspx .

About Super Group (SGHC) Limited

Super Group (SGHC) Limited is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. The group is licensed in multiple jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience. For more information, visit www.sghc.com.

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Contacts:

Investors:

[email protected]

Media:

[email protected]

Forward-Looking Statements

Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, but are not limited to, expectations and timing related to market entries and expansion, projections of market opportunity, growth and profitability expected growth of Super Group’s customer base, expansion into new markets.

These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to implement business plans, forecasts and other expectations, and identify and realize additional opportunities; (ii) the ability to maintain the listing of Super Group’s securities on a national securities exchange; (iii) changes in the competitive and regulated industries in which Super Group operates; (iv) variations in operating performance across competitors; (v) changes in laws and regulations affecting Super Group’s business; (vi) Super Group’s inability to meet or exceed its financial projections; (vii) changes in general economic conditions, including as a result of the COVID-19 pandemic; (viii) changes in domestic and foreign business, market, financial, political and legal conditions; (ix) future global, regional or local economic and market conditions affecting the sports betting and gaming industry; (x) changes in existing laws and regulations, or their interpretation or enforcement, or the regulatory climate with respect to the sports betting and gaming industry; (xi) the ability of Super Group’s customers to deposit funds in order to participate in Super Group’s gaming products; (xii) compliance with regulatory requirements in a particular regulated jurisdiction, or Super Group’s ability to successfully obtain a license or permit applied for in a particular regulated jurisdiction, or maintain, renew or expand existing licenses; (xiii) the technological solutions Super Group has in place to block customers in certain jurisdictions, including jurisdictions where Super Group’s business is illegal, or which are sanctioned by countries in which Super Group operates from accessing its offerings; (xiv) Super Group’s ability to restrict and manage betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; (xv) the ability by Super Group’s key executives, certain employees or other individuals related to the business, including significant shareholders, to obtain the necessary licenses or comply with individual regulatory obligations in certain jurisdictions; (xvi) protection or enforcement of Super Group’s intellectual property rights, the confidentiality of its trade secrets and confidential information, or the costs involved in protecting or enforcing Super Group’s intellectual property rights and confidential information; (xvii) compliance with applicable data protection and privacy laws in Super Group’s collection, storage and use, including sharing and international transfers, of personal data; (xviii) failures, errors, defects or disruptions in Super Group’s information technology and other systems and platforms; (xix) Super Group’s ability to develop new products, services, and solutions, bring them to market in a timely manner, and make enhancements to its platform; (xx) Super Group’s ability to maintain and grow its market share, including its ability to enter new markets and acquire and retain paying customers; (xxi) the success, including win or hold rates, of existing and future online betting and gaming products; (xxii) competition within the broader entertainment industry; (xxiii) Super Group’s reliance on strategic

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relationships with land based casinos, sports teams, event planners, local licensing partners and advertisers; (xxiv) events or media coverage relating to, or the popularity of, online betting and gaming industry; (xxv) trading, liability management and pricing risk related to Super Group’s participation in the sports betting and gaming industry; (xxvi) accessibility to the services of banks, credit card issuers and payment processing services providers due to the nature of Super Group’s business; (xxvii) the regulatory approvals related to proposed acquisitions and the integration of the acquired businesses; and (xxviii) other risks and uncertainties indicated from time to time for Super Group including those under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on April 20, 2022, and in Super Group’s other filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in other documents filed or that may be filed by Super Group from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Super Group assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Super Group does not give any assurance that it will achieve its expectations.

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SGHC Limited

Consolidated Statements of Profit or Loss and Other Comprehensive Income

for the periods ended June 30, 2022 and June 30, 2021

2022 2021 2022 2021
€ ‘000s € ‘000s € ‘000s € ‘000s
Revenue 320,816 355,199 655,295 667,010
Direct and Marketing Expenses (225,700 ) (233,703 ) (466,417 ) (448,062 )
General and Administration Expenses (37,754 ) (35,442 ) (72,455 ) (79,060 )
Other Operating Income 2,886 4,734 5,293 4,997
Transaction fees (207 ) — (21,611 ) —
Depreciation and Amortization Expense (15,175 ) (21,873 ) (31,169 ) (41,981 )
Profit from Operations 44,866 68,915 68,936 102,904
Finance Income 352 350 665 688
Finance Expense (314 ) (2,876 ) (663 ) (5,755 )
Gain on derivative contracts — — 1,712 —
Fx on revaluation of warrants and earnouts (24,029 ) — (24,029 ) —
Share based payment expense — — (126,252 ) —
Change in fair value of warrant liability 63,988 — 34,614 —
Change in fair value of earnout liability 219,321 — 194,936 —
Gain on bargain purchase — 614 — 10,661
Profit Before Taxation 304,184 67,003 149,919 108,498
Income Tax Expense (5,623 ) (3,091 ) (14,582 ) (6,011 )
Profit for the period 298,561 63,912 135,337 102,487
Profit for the period attributable to owners of the parent Other comprehensive
(loss)/income 298,561 63,912 135,337 102,487
Items that may be reclassified subsequently to profit or loss
Foreign currency translation (3,492 ) (697 ) (2,375 ) (171 )
Other comprehensive (loss)/income for the period (3,492 ) (697 ) (2,375 ) (171 )
Total comprehensive loss for the period attributable to owners of the parent 295,069 63,215 132,962 102,316
Weighted average shares outstanding, basic 490,197,468 460,476,661 489,266,292 462,979,116
Earnings per share, basic 0.60 0.14 0.27 0.22

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SGHC Limited

Consolidated Statements of Financial Position

as at June 30, 2022 and December 31, 2021

June December
€ ‘000s € ‘000s
ASSETS
Non-current assets
Goodwill 24,982 25,023
Intangible assets 159,715 172,954
Property, plant and equipment 12,926 12,498
Right-of-use assets 13,142 14,541
Deferred tax assets 30,859 24,108
Regulatory deposits 9,132 8,594
Loans receivable 11,179 25,516
Financial asset 1,687 1,686
263,622 284,920
Current assets
Trade and other receivables 156,618 169,252
Income tax receivables 33,923 35,806
Restricted cash 109,365 60,296
Cash and cash equivalents 220,020 293,798
519,926 559,152
TOTAL ASSETS 783,548 844,072
LIABILITIES
Non-current liabilities
Lease liabilities 9,939 10,896
Interest-bearing loans and borrowings — 764
Deferred tax liability 8,666 9,248
18,605 20,908
Current liabilities
Warrant Liability 17,418 —
Earnout Liability 73,798 —
Lease liabilities 4,918 5,353
Deferred consideration — 13,200
Interest-bearing loans and borrowings 1,233 3,008
Trade and other payables 124,678 147,353
Customer liabilities 49,498 51,959
Provisions 48,162 47,715
Income tax payables 42,134 40,524
361,839 309,112
TOTAL LIABILITIES 380,444 330,020
EQUITY
Issued capital 273,435 269,338
Earnout reserve (249,955 ) —
Foreign exchange reserve (4,469 ) (2,094 )
Accumulated profit 384,093 246,808
403,104 514,052
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 783,548 844,072

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SGHC Limited

Consolidated Statements of Cash Flows

for the Six months ended June 30, 2022 and June 30, 2021

€ ‘000s € ‘000s
Cash flows from operating activities
Profit for the period 135,337 102,487
Add back:
Income tax expense 14,582 6,011
Profit on disposal of assets — (3,093 )
Change in fair value of warrant liability (34,614 ) —
Change in fair value of earnout liability (194,936 ) —
Fx on revaluation of warrants and earnouts 24,029 —
Share based payment expense 126,252 —
Depreciation of property, plant and equipment 2,704 1,398
RSU expense 3,376 —
Gain on bargain purchase — (10,661 )
Amortization of right-of-use assets 2,379 1,223
Amortization of intangible assets 26,087 39,360
Increase in provisions 257 1,895
Finance income (665 ) (688 )
Finance expense 473 5,755
Unrealized foreign currency gain (11,857 ) (526 )
Changes in working capital:
Decrease in trade and other receivables 12,825 29,210
Decrease in trade and other payables (46,028 ) (26,733 )
Increase in customer liabilities (2,461 ) 3,335
Change in restricted cash (7,621 ) (9,087 )
Cash from operating activities 50,119 139,886
Dividends tax paid (5,569 ) —
Corporation tax rebates received 1,846 —
Corporation tax paid (13,781 ) (9,746 )
Net cash flows from operating activities 32,615 130,140
Cash flows from investing activities
Cash received in interest 519 464
Acquisition/disposals of intangible assets (12,762 ) —
Acquisition of property, plant and equipment (2,740 ) (1,334 )
Acquisition of businesses, net of cash acquired — 5,151
Cash used in financial assets — (848 )
Restricted cash guarantee (41,448 ) —
Receipts from loans receivable 18,485 —
Issuance of loans receivable (3,749 ) (25 )
Receipt of repayment of loans and borrowings — 34,449
Cash used in regulatory deposits (538 ) (5,650 )
Net cash flows from/(used in) from investing activities (42,233 ) 32,207
Cash flows from/(used in) financing activities
Shares repurchased (222,345 ) (10,731 )
Proceeds from shares issued net of transaction costs (1,487 ) —
Cash paid for deferred consideration (13,200 ) (2,089 )
Proceeds from shares issued 172,119 3,570
Repayment of interest-bearing loans and borrowings (4,761 ) (16,815 )
Repayment of lease liabilities - interest (468 ) (205 )
Repayment of lease liabilities - principal (2,573 ) (2,566 )
Net cash flows used in financing activities (72,715 ) (28,836 )
(Decrease)/increase in cash and cash equivalents (82,333 ) 133,511
Cash and cash equivalents at beginning of the period 293,798 138,540
Effects of exchange rate fluctuations on cash held 8,555 (225 )
Cash and cash equivalents at end of the period 220,020 271,826

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