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
For the month of September 2023
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  ☐
 
 


CONTENTS
On November 9, 2023, Super Group (SGHC) Limited issued a press release announcing its financial results for the third quarter of 2023. A copy of the press release, which includes an unaudited condensed consolidated statement of financial position as at September 30, 2023 and unaudited condensed consolidated statements of profit or loss and other comprehensive income for the three and nine months ended September 30, 2023 and 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
Date: November 9, 2023
By:
/s/ Robert James Dutnall
Name:
Robert James Dutnall
Title:
Authorized Signatory




EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press Release, dated November 9, 2023.





image_0a.jpg
Super Group Reports Third Quarter 2023 Financial Results

Third Quarter Highlights:
•
 
Revenue increased by 16% to €356.9 million, being Super Group's highest ever revenue for the third quarter
•
 
Profit for the period of €10.6 million includes a non-cash charge of €14.2 million arising from the change in fair value of option liability
•
 
Operational EBITDA ex-US of €64.1 million and a loss of €10.3 million from the US amounted to Operational EBITDA of €53.8 million

New York, NY – November 9, 2023 – 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 third quarter 2023 consolidated financial results.
Neal Menashe, Chief Executive Officer of Super Group, commented: “Super Group has delivered yet another quarter of solid results, having achieved our highest ever revenue for a third quarter, as well as new all-time highs for both our customer numbers and deposits. I remain encouraged by our very strong customer engagement and continued expansion of our global iGaming offering.”
Alinda van Wyk, Chief Financial Officer of Super Group, stated: “For the third quarter, we delivered ex-US Revenue of €348.9 million and ex-US Operational EBITDA of €64.1 million, which resulted in a strong margin of 18%. We continue to focus on investing for future growth and the further realization of cost efficiencies. Despite some headwinds experienced this quarter, while tight, we are reaffirming our guidance, assuming a normalized margin for the remainder of the year."

Financial Highlights:
•Revenue increased by 16% to €356.9 million for the third quarter 2023 (constant currency: 27% to €390.8 million) from €307.8 million in the same period from the prior year driven by growth from Africa and Middle East, European and North American markets partially offset by declines from the South/Latin America and Asia-Pacific markets.

•Profit for the period was €10.6 million for the third quarter 2023, which included a non-cash charge of €14.2 million related to the increase in fair value of a liability for a call option granted to a third-party to purchase the B2B division of Digital Gaming Corporation Limited ("DGC"), which Super Group acquired in January 2023. Profit for the period of €34.9 million for the third quarter of 2022 included the positive impact of non-cash adjustments of €22.0 million related to the change in fair value of option liability.
•Operational EBITDA was €53.8 million for the third quarter 2023 compared to €49.6 million in the third quarter of 2022. The measure for the third quarter 2023 was comprised of €64.1 million ex-US and a loss of €10.3 million in the US.
•Monthly Active Customers increased 44% to 4.0 million during the third quarter 2023 from 2.7 million in the third quarter of 2022.
•Cash and cash equivalents was €245.3 million at September 30, 2023, down from €254.8 million at December 31, 2022. This net reduction during the third quarter 2023 was the result of:
◦Inflows from operating activities amounting to €112.1 million;
◦Inflows from investing activities of €13.9 million. This was mainly attributable to a transfer of €138.5 million of restricted cash for the DGC bank lending facility into the available cash balance, reduced by a preceding injection into the facility of €18.6 million. There was an additional increase of €7.3 million resulting from interest and receipts from loans receivable. These increases were offset by the further investment in tangible and intangible assets of €47.5 million, predominantly due to the capitalization expenditure on software, issuance of loans of €55.9 million, cash paid on the acquisition of SportCC of €6.4 million as well as the cash paid on the acquisition of DGC of €11.7 million net of €7.7 million acquired from DGC;
2



◦Outflows from financing activities of €129.3 million primarily due to DGC settling its bank lending facility of €139.4 million as well as lease payments of €5.7 million and share repurchases of €2.6 million, offset by proceeds from interest-bearing borrowings of €18.5 million; and
◦A loss of €6.3 million as a result of foreign currency fluctuations on foreign cash balances held over this period.

Revenue by Geographical Region for the Three Months Ended September 30, 2023 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East99,381673100,054
Asia-Pacific35,01426,96861,982
Europe34,82319,19754,020
North America33,645100,443134,088
South/Latin America3,5383,2066,744
Total revenue206,401150,487356,888
 %%%
Africa and Middle East48 %0 %28 %
Asia-Pacific17 %18 %17 %
Europe17 %13 %15 %
North America16 %67 %38 %
South/Latin America2 %2 %2 %

Revenue by Geographical Region for the Three Months Ended September 30, 2022 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East69,69341370,106
Asia-Pacific41,92926,55968,488
Europe29,1259,29838,423
North America24,41298,629123,041
South/Latin America3,6534,1107,763
Total revenue168,812139,009307,821
 %%%
Africa and Middle East41 %0 %23 %
Asia-Pacific25 %19 %22 %
Europe17 %7 %12 %
North America15 %71 %40 %
South/Latin America2 %3 %3 %

3



Revenue by Geographical Region for the Nine Months Ended September 30, 2023 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East296,8341,425298,259
Asia-Pacific111,20577,888189,093
Europe105,83161,143166,974
North America108,889292,510401,399
South/Latin America10,8719,60220,473
Total revenue633,630442,5681,076,198
 %%%
Africa and Middle East46 %0 %27 %
Asia-Pacific18 %18 %18 %
Europe17 %14 %16 %
North America17 %66 %37 %
South/Latin America2 %2 %2 %

Revenue by Geographical Region for the Nine Months Ended September 30, 2022 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East195,2591,966197,225
Asia-Pacific147,34077,179224,519
Europe87,83313,809101,642
North America91,442324,131415,573
South/Latin America12,61311,54324,156
Total revenue534,487428,628963,115
 %%%
Africa and Middle East37 %0 %20 %
Asia-Pacific28 %18 %23 %
Europe16 %3 %11 %
North America17 %76 %43 %
South/Latin America2 %3 %3 %

4



Revenue by product line for the Three Months Ended September 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
68,818 150,215 219,033 
Fixed Odds Contingencies1
58,073 — 58,073 
Sports betting1
64,566 — 64,566 
Brand licensing2
8,294 — 8,294 
Other3
6,650 272 6,922 
Total revenue206,401 150,487 356,888 
Revenue by product line for the Three Months Ended September 30, 2022 in € ‘000s:
 BetwaySpinTotal
Online casino1
57,770 138,822 196,592 
Fixed Odds Contingencies1
14,908 — 14,908 
Sports betting1
89,727 — 89,727 
Brand licensing2
5,439 — 5,439 
Other3
968 187 1,155 
Total revenue168,812 139,009 307,821 
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’. Fixed Odds Contingencies has been reclassified from sports in the prior period in order to align to the current year classification. Fixed Odds Contingencies are casino style games in respect of which the odds are agreed at the time of the bet and accepted under the sports licenses in certain jurisdictions. This will be grouped together under Online Casino revenue moving forward.
2 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.
3 Other relates to profit share, royalties and outsource fees from external customers.
Revenue by product line for the Nine Months Ended September 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
206,990 441,812 648,802 
Fixed Odds Contingencies1
143,721 — 143,721 
Sports betting1
240,213 44 240,257 
Brand licensing2
25,441 — 25,441 
Other3
17,265 712 17,977 
Total revenue633,630 442,568 1,076,198 
Revenue by product line for the Nine Months Ended September 30, 2022 in € ‘000s:
 BetwaySpinTotal
Online casino1
177,364 428,060 605,424 
Fixed Odds Contingencies1
34,129 — 34,129 
Sports betting1
290,283 381 290,664 
Brand licensing2
31,096 — 31,096 
Other3
1,615 187 1,802 
Total revenue534,487 428,628 963,115 
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’. Fixed Odds Contingencies has been reclassified from sports in the prior period in order to align to the current year classification. Fixed Odds Contingencies are casino style games in respect of which the odds are agreed at the time of the bet and accepted under the sports licenses in certain jurisdictions. This will be grouped together under Online Casino revenue moving forward.
2 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.
3 Other relates to profit share, royalties and outsource fees from external customers.
5




Non-GAAP Financial Information
This press release includes non-GAAP financial information not presented in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”, hereafter "IFRS").
EBITDA, Adjusted EBITDA, revenue on a constant currency basis and Operational 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 EBITDA adjusted gain on derivative contracts, transaction costs, share listing expense, change in fair value of option, adjusted RSU expense, change in fair value of warrant liabilities and earnout liabilities and associated foreign exchange movements, unrealized foreign currency gains and losses and other non-recurring adjustments. Operational EBITDA is Adjusted EBITDA further adjusted to exclude other non-operational adjustments outside of the current year’s operations as may be deemed appropriate by the company’s audit committee. Constant currency growth is calculated by translating non-Euro performance for 2022 and 2023 using 2022 exchange rates.
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 and supplemental materials 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.

6



Reconciliation of Profit after tax to EBITDA and Adjusted EBITDA and Operational EBITDA
in € ‘000s:
Three Months Ended September 30,
Nine Months Ended September 30,
20232022
2023
2022
Profit for the period10,626 34,877 36,262 170,216 
Income tax expense4,748 10,639 25,387 25,221 
Finance income(2,535)(587)(5,800)(1,252)
Finance expense695 276 1,779 939 
Depreciation and amortization expense19,848 15,742 61,603 46,907 
EBITDA33,382 60,947 119,231 242,031 
Transaction fees— — — 21,612 
Gain on derivative contracts— (2,435)— (4,147)
Share listing expense— — — 126,252 
Foreign exchange on revaluation of warrants and earnouts— 5,714 — 29,743 
Change in fair value of warrant liability— 870 — (33,744)
Change in fair value of earnout liability— 2,722 — (192,214)
Change in fair value of option14,217 (21,983)22,495 (21,983)
Adjusted RSU expense1
5,803 10,308 14,429 13,683 
Unrealized foreign exchange1
(907)(8,219)3,168 (18,897)
Non-recurring adjustments1
803 1,667 7,116 4,679 
Adjusted EBITDA53,298 49,591 166,439 167,015 
Non-operational adjustments457 (38)(5,135)(496)
Operational EBITDA53,755 49,553 161,304 166,519 
Operational EBITDA, ex-US64,075 49,553 200,851 166,519 
Operational EBITDA, US(10,320)— (39,548)— 
1 Unrealized foreign exchange movements, additional RSU expenses and other non-recurring adjustments have been reclassified from the Operational EBITDA calculation to the Adjusted EBITDA calculation. This has resulted in a restatement of Adjusted EBITDA for all prior periods.


7



Webcast Details
The Company will host a webcast at 8:30 a.m. ET today to discuss the third quarter 2023 financial results. 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.
Contacts:
Investors:
investors@sghc.com
Media:
media@sghc.com
Source: Super Group


8



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; (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 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 27, 2023, 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.


9



Super Group (SGHC) Limited
Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income
for the Three Months and Nine Months Ended September 30, 2023 and 2022
(€ in '000s, except for share and profit per share)
 
Three Months Ended September 30,
Nine Months Ended
September 30,
2023
2022
20232022
Revenue356,888 307,821 1,076,198 963,115 
Direct and marketing expenses(270,839)(226,921)(823,879)(693,338)
Other operating income360 1,853 2,669 7,146 
General and administrative expenses(38,810)(36,918)(113,262)(109,373)
Transaction fees— — — (21,612)
Depreciation and amortization expense(19,848)(15,742)(61,603)(46,907)
Profit from operations27,751 30,093 80,123 99,031 
Finance income2,535 587 5,800 1,252 
Finance expense(695)(276)(1,779)(939)
Gain on derivative contracts— 2,435 — 4,147 
Foreign exchange on revaluation of warrants and earnout liabilities— (5,714)— (29,743)
Share listing expense— — — (126,252)
Change in fair value of warrant liability— (870)— 33,744 
Change in fair value of earnout liability— (2,722)— 192,214 
Change in fair value of option(14,217)21,983 (22,495)21,983 
Profit before taxation15,374 45,516 61,649 195,437 
Income tax expense(4,748)(10,639)(25,387)(25,221)
Profit for the period10,626 34,877 36,262 170,216 
Profit for the period attributable to:
Owners of the parent9,876 34,634 34,050 169,973 
Non-controlling interest750 243 2,212 243 
10,626 34,877 36,262 170,216 
Other comprehensive income items that may be reclassified subsequently to profit
Foreign currency translation5,251 (1,784)4,459 (4,159)
Other comprehensive income for the period5,251 (1,784)4,459 (4,159)
Total comprehensive income for the period15,877 33,093 40,721 166,057 
Total comprehensive profit for the period attributable to:
Owners of the parent15,127 32,850 38,509 165,814 
Non-controlling interest750 243 2,212 243 
15,877 33,093 40,721 166,057 
Weighted average shares outstanding, basic498,360,431 490,197,468 498,336,881 489,580,095 
Weighted average shares outstanding, diluted500,333,127 490,197,468 500,478,521 489,580,095 
Profit per share, basic (cents)
1.98 7.07 6.83 34.72 
Profit per share, diluted (cents)
1.97 7.07 6.80 34.72 
10



Super Group (SGHC) Limited
Consolidated Statements of Financial Position
as at September 30, 2023 and December 31, 2022
(€ in '000s)
 
Unaudited
2023
2022
ASSETS
Non‐current assets
Goodwill and Intangible assets333,300 226,229 
Property, plant and equipment15,486 14,031 
Right-of-use assets23,577 14,165 
Deferred tax assets32,662 23,294 
Regulatory deposits12,038 11,809 
Loans receivable80,313 25,524 
Investments in non-listed equity958 1,781 
 498,334 316,833 
Current assets  
Trade and other receivables154,445 116,800 
Income tax receivables11,837 40,349 
Restricted cash42,710 148,240 
Cash and cash equivalents245,326 254,778 
Assets held for sale38,846 — 
 493,164 560,167 
TOTAL ASSETS991,498 877,000 
  
Non-Current liabilities  
Lease liabilities21,395 10,308 
Deferred tax liability6,004 8,707 
Derivative financial instruments2,059 15,129 
 29,458 34,144 
Current liabilities  
Lease liabilities4,675 6,951 
Interest-bearing loans and borrowings102 1,203 
Deferred consideration1,038 — 
Trade and other payables184,046 155,304 
Customer liabilities55,498 50,246 
Provisions42,250 43,745 
Income tax payables37,386 50,761 
Derivative liability associated with assets held for sale38,074 — 
Liabilities associated with assets held for sale13,768 — 
 376,837 308,210 
TOTAL LIABILITIES406,295 342,354 
EQUITY  
Issued capital289,753 289,753 
Treasury stock(2,632)— 
Foreign exchange reserve(1,550)(6,009)
Retained profit280,876 234,333 
Equity attributable to owners of the parent566,447 518,077 
Non-controlling Interest18,756 16,569 
SHAREHOLDERS' EQUITY585,203 534,646 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY991,498 877,000 
11

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