Super Group (SGHC) Limited (NYSE:SGHC) (“SGHC”, “Super Group” or the “Company”), a leading global online sports betting and gaming operator, today announced that it intends to commence (i) an exchange offer (the “Offer”) relating to its outstanding public warrants to purchase ordinary shares of the Company, no par value (the “Ordinary Shares”), which warrants trade on the New York Stock Exchange (“NYSE”) under the symbol “SGHC WS”(the “public warrants”), and (ii) a consent solicitation (the “Consent Solicitation”) relating to its outstanding public warrants and the related private placement warrants to purchase Ordinary Shares (the “private placement warrants” and, together with the public warrants, the “warrants”). The warrants were originally issued by Sports Entertainment Acquisition Corp. in its initial public offering of units on October 6, 2020.
The Company intends to offer to all holders of the public warrants the opportunity to receive 0.25 Ordinary Shares in exchange for each outstanding public warrant tendered by the holder and exchanged pursuant to the Offer. Concurrently with the Offer, the Company also intends to solicit consents from holders of the public warrants and the private placement warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to (i) instruct the warrant agent to cancel each outstanding private placement warrant for no consideration, and (ii) require that each public warrant that is outstanding upon the closing of the Offer be converted at a ratio of 10% less than the exchange ratio applicable to the Offer. If approved, the Warrant Amendment would permit the Company to eliminate all of the Warrants that remain outstanding after the Offer is consummated.
Additionally, conditional on the completion of the proposed Offer and Consent Solicitation, each of the Pre-Closing Holders (as defined in that certain business combination agreement dated April 23, 2021 in connection with the SPAC IPO) (the “Business Combination Agreement”) have agreed to irrevocably and unconditionally waive their respective rights to receive Earnout Shares (as defined in the Business Combination Agreement) arising from the earnout obligation subject to and with effect from completion of the proposed Offer and Consent Solicitation.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”).
