
30. Related party transactions
There were no material related party transactions in 2022 .
31. Events after reporting period
In January 2023, as part of the financing of the initial consideration of
the AskGamblers transaction, the Board of Directors of the Company
approved a EUR 10.2 million equity raise from a group of investors to
finance the equity part of the acquisition. Pursuant to agreed terms,
the share price was set at NOK 25.61, which represented a discount of
2.6% from the volume-weighted average share price for the GiG share
so far in 2023. On 30 January 2023, the Company issued 4,267,112
new shares of its common stock to the above-mentioned group of
investors.
Also in January 2023, the Company entered into a NOK 20 million
(EUR 1.9 million) credit facility with a shareholder based on market
terms. The facility is subject to a commitment fee of 3% per annum on
any undrawn amounts and an interest rate of 12% per annum on the
amount drawn and matures on 30 September 2023. NOK 11.0 million
was drawn under the facility in January 2023 and a further NOK 9.0
million in April 2023.
In February 2023, the Board of the Company decided to initiate a
strategic review with the intention to split the Company into two
separate companies, by distributing one of the business segments,
GiG Media or Platform & Sportsbook, to GiG’s shareholders. The
purpose of the split is to sharpen the focus for each business segment ,
optimise growth opportunities and ensure each business can benefit
from the strategic and financial flexibility of their distinctive business
models. The split will form two industry leading businesses with the
potential to grow much faster than in the current corporate structure.
The strategic review will continue throughout 2023 and will initially
focus on outlining the strategic and operational objectives that need
to be achieved in order to execute the split. Final execution will be
subject to all necessary corporate actions, including shareholder
approvals.
Any other subsequent events were already addressed in other
sections within this report.
32. Significant risks and uncertainties
For internet-based betting operations, there is uncertainty as to which
country’s law ought to be applied, as the internet operations can be
linked to several jurisdictions and there are legal doubts on whether
the availability of a site within foreign markets constitutes a solicitation
to persons residing within that market. Legislation concerning
online gaming is under review in certain jurisdictions, and in some
circumstances, previous opportunities to offer gaming products to
certain customers based in some markets on principles of freedom to
provide services, may be impacted by legal restrictions being imposed.
In other cases, previously unregulated jurisdictions pass legislation
regulating the market creating new opportunities to offer products and
services to those markets with legal certainty.
Following the divestment of its B2C segment, together with the
de-risking strategy to discontinue the white label model carried out
during 2020, GiG is less directly exposed to legal and compliance risks
associated with gaming operations. This strategic decision resulted
in a reduction from 15 brands operating on white-label agreements
to only remaining at the end of 2022 (SkyCity). The majority of white
labels were terminated and/or migrated to other white-label platforms
although the larger white-labels converted to a SaaS agreement with
GiG. As part of the strategy to terminate white-label agreements, GiG
rescinded its Swedish and UK B2C licenses in October 2020, thereby
materially reducing compliance risks, in particular AML risks inherent in
transacting player funds. As at the year end, GiG has one B2C license
with the Malta Gaming Authority, together with various B2B licenses in
various regulated markets.
The Group will continue to primarily operate in the online gambling
industry. The laws and regulations surrounding the online gambling
industry are complex, constantly evolving and in some cases also
subject to uncertainty. In certain countries online gambling is
prohibited and/or restricted. If enforcement or other regulatory
actions are brought against any of the online gambling operators
that are also the Group’s customers, the Group’s revenue streams
from such customers may be adversely affected. The Group aims to
mitigate this risk through a fixed pricing model that is being adopted
for platform services where possible.
This evolving environment makes compliance an increasingly complex
area with the risk of non-compliance with territory specific regulations,
including responsible gaming and anti-money laundering obligations.
These uncertainties represent a risk for the Group’s ability to develop
and grow the business, as changes in legislation or enforcement
practices could force the Group to exit markets, or even result in
financial sanctions, litigation, license withdrawal or unexpected tax
exposures, which have not duly been provided for in the financial
statements. These risks continue to stem from past exposures on B2C
and white labels, for as long as related warranties may continue to
apply, and until the B2C MGA license is relinquished. During November
2020, one of the Group’s subsidiaries was subject to a review by the
FIAU in relation to controls on money laundering and counter terrorism.
The outcome of this review is not yet finalised and based on the
information available as at the date of reporting, Management does
not anticipate that there will be any material financial consequence
emerging from such review.
It is the Group’s view that the responsibility for compliance with laws
and regulations rests with the customers for both the Media and
Platform business activities. Although gaming laws and regulations
of many jurisdictions do not specifically apply to the supply of B2B
services, certain countries have sought to regulate or prohibit the
supply of such services. The Group may therefore be subject to such
laws, directly or indirectly. The Group mitigates this risk through
monitoring of legal developments, contractual arrangements, and
by seeking external advice to assist with the assessment of risk
exposures as appropriate.
In addition to the above, the Group faces the risk that customers
are not able to pay for the services rendered when these fall due.
Specifically, for Media services, the Group faces operational risks
arising from Google’s changes of its algorithm that could temporarily
impact rankings, and hence also impact revenues.
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Consolidated Financial Statements