JPJ Group plc — Proposed acquisition of Gamesys

Gamesys Group (GYS)

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Research: Consumer

JPJ Group plc — Proposed acquisition of Gamesys

JPJ has announced a £490m proposed acquisition of Gamesys (its current platform provider), which equates to c 7.3x adjusted EV/EBITDA. The resulting company will be over 50% larger and key benefits include full control of the technology and meaningful scale with high-profile brands. The £490m consideration will be split between £250m cash (including £175m add-on facilities) and £240m in 33.7m new JPJ shares. Net debt/EBITDA is expected to be c 3.1x on the pro forma basis, although we envisage rapid deleveraging going forward. Our initial analysis suggests that the deal will be c 10% EPS accretive in FY20, implying a c 6.5x FY20 P/E, and we will adjust our forecasts after the conference call.

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Consumer

JPJ Group plc

Proposed acquisition of Gamesys

Acquisition of Gamesys

Travel & leisure

13 June 2019

Price

769p

Market cap

£573m

Adjusted net debt (£m) at 31 March 2019

275

Shares in issue

74.5m

Free float

95%

Code

JPJ

Primary exchange

LSE

Secondary exchange

N/A

Share price performance

%

1m

3m

12m

Abs

13.8

16.2

(10.7)

Rel (local)

11.8

13.2

(5.7)

52-week high/low

1036p

590p

Business description

JPJ Group is a leading online gaming operator mainly focused on bingo-led gaming targeted towards female audiences. During Q119, 49% of revenues were generated in the UK.

Next events

Prospectus

June 2019

Analysts

Victoria Pease

+44 (0)20 3077 5740

Richard Williamson

+44 (0)20 3077 5700

JPJ Group plc is a research client of Edison Investment Research Limited

JPJ has announced a £490m proposed acquisition of Gamesys (its current platform provider), which equates to c 7.3x adjusted EV/EBITDA. The resulting company will be over 50% larger and key benefits include full control of the technology and meaningful scale with high-profile brands. The £490m consideration will be split between £250m cash (including £175m add-on facilities) and £240m in 33.7m new JPJ shares. Net debt/EBITDA is expected to be c 3.1x on the pro forma basis, although we envisage rapid deleveraging going forward. Our initial analysis suggests that the deal will be c 10% EPS accretive in FY20, implying a c 6.5x FY20 P/E, and we will adjust our forecasts after the conference call.

Year end

Revenue (£m)

EBITDA
(£m)

EPS*
(p)

DPS
(p)

P/E
(x)

Yield
(%)

12/17

304.7

108.6

103.9

0.0

7.4

N/A

12/18

319.6

112.7

118.5

0.0

6.5

N/A

12/19e**

318.8

95.8

100.5

30.0

7.7

3.9

12/20e

336.6

99.0

106.8

45.0

7.2

5.9

Note: *EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments. **Excludes Mandalay revenues for the entire year.

Gaining control of the platform

JPJ’s proposed acquisition of Gamesys appears to be a neat solution to gain control of the platform, reduce reliance on third parties and thereby should further improve operational performance and margins. The deal adds meaningful scale – over 50% larger, with FY18 pro forma revenues and adjusted EBITDA of £504m and £171m respectively. Gamesys brings a number of high-profile brands (Virgin, Heart Bingo, Monopoly – but not the sports brands), ownership of bingo and slot games studios, as well as a 15-year new content agreement. Integration risk is low given the longstanding relationship between the two companies and the Gamesys CEO will become the CEO for the enlarged group. Completion is expected in Q319.

7.3x EV/EBITDA; 10% EPS accretive in FY20

The £490m acquisition price is to be split between £250m cash (including £175m add-on debt facilities and existing cash) and £240m of new JPJ shares. Gamesys revenues and EBITDA in 2018 were £185m and £67m respectively, and the deal is valued at 7.3x adjusted LTM EBITDA. Pro forma net debt increases from £275m at Q119 to £524m, equivalent to 3.1x net debt/EBITDA (vs 2.4x at Q119). Given the inherent cash generation in the business (c 90% cash conversion), we expect steady deleverage and forecast a c 10% EPS accretion from FY20. We will update our forecasts after the conference call and we note that the company is now unlikely to pay a dividend this year.

Valuation: Implied c 6.5x pro forma P/E for FY20

JPJ currently trades at 7.2x P/E and 8.6x EV/EBITDA for FY20. Factoring in an estimated 10% EPS accretion, the implied pro forma FY20 P/E is c 6.5x, with an EV/EBITDA of c 7.8x. JPJ has successfully deleveraged in the past two years and, with its cash conversion, we believe there should be a meaningful future value shift from debt to equity.

Exhibit 1: Financial summary (prior to the Gamesys deal)

£m

2017

2018

2019e

2020e

December

PROFIT & LOSS

Revenue

 

 

304.7

319.6

318.8

336.6

Cost of Sales

(147.5)

(158.9)

(170.7)

(183.2)

Gross Profit

157.2

160.7

148.1

153.4

EBITDA

 

 

108.6

112.7

95.8

99.0

Operating Profit (before amort. and except.)

 

 

108.2

112.2

95.3

98.5

Intangible Amortisation

(62.6)

(60.3)

(54.0)

(54.0)

Exceptional and other items **

(104.9)

(16.3)

(4.5)

0.0

Share based payments

(1.4)

(0.6)

(0.5)

(0.5)

Operating Profit

(60.8)

35.0

36.3

44.0

Net Interest

(30.0)

(19.5)

(15.0)

(13.0)

Profit Before Tax (norm)

 

 

78.2

92.7

80.3

85.5

Profit Before Tax (FRS 3)

 

 

(65.8)

18.5

22.6

31.0

Tax

(0.7)

(0.5)

(3.5)

(5.0)

Profit After Tax (norm)

77.5

92.3

76.8

80.5

Profit After Tax (FRS 3)

(66.5)

18.1

19.1

26.0

Average Number of Shares Outstanding (m)

73.9

74.2

74.8

75.0

EPS

104.9

119.5

100.9

107.3

EPS - normalised (p)

 

 

103.9

118.5

100.5

106.8

EPS - (IFRS) (p)

(90.0)

19.5

23.8

34.6

Dividend per share (p)

0.0

0.0

30.0

45.0

Gross Margin (%)

51.6

50.3

46.5

45.6

EBITDA Margin (%)

35.6

35.3

30.0

29.4

Operating Margin (before GW and except.) (%)

35.5

35.1

29.9

29.3

BALANCE SHEET

Fixed Assets

 

 

595.9

521.9

456.5

409.0

Intangible Assets

589.0

514.7

446.2

395.7

Tangible Assets

1.3

2.2

5.2

8.2

Other long-term assets

5.6

5.0

5.0

5.0

Current Assets

 

 

93.2

124.0

150.6

147.4

Stocks

0.0

0.0

0.0

0.0

Debtors (incl swaps)

26.0

30.5

40.5

44.5

Cash

59.0

84.4

97.0

88.8

Player balances

8.2

9.0

13.0

14.0

Current Liabilities

 

 

(98.5)

(52.3)

(44.8)

(43.8)

Creditors

(46.3)

(47.8)

(44.8)

(43.8)

Short term borrowings

(0.3)

0.0

0.0

0.0

Contingent consideration

(51.9)

(4.5)

0.0

0.0

Long Term Liabilities

 

 

(386.7)

(374.5)

(323.5)

(273.5)

Long term borrowings

(369.5)

(371.5)

(321.5)

(271.5)

Contingent consideration

(7.7)

0.0

0.0

0.0

Other long-term liabilities

(9.4)

(3.0)

(2.0)

(2.0)

Net Assets

 

 

204.1

219.1

238.8

239.1

CASH FLOW

Operating Cash Flow

 

 

102.0

106.8

80.8

92.0

Net Interest

(30.9)

(19.5)

(15.0)

(13.0)

Tax

(1.0)

(0.8)

(3.5)

(5.0)

Capex

(3.2)

(5.3)

(7.0)

(7.0)

Acquisitions (inc earnouts)

(94.2)

(55.3)

13.0

0.0

Financing

22.2

(2.3)

0.0

0.0

Dividends

0.0

0.0

(5.6)

(25.1)

Net Cash Flow

(5.2)

23.6

62.7

41.8

Opening net debt/(cash)

 

 

305.6

310.7

287.1

224.4

HP finance leases initiated

0.0

0.0

0.0

0.0

Other

0.0

0.0

0.0

0.0

Closing net debt/(cash)

 

 

310.7

287.1

224.4

182.6

NPV of outstanding earnouts/other

 

 

76.6

15.0

1.4

0.0

Currency swaps

 

 

0.0

0.0

0.0

0.0

Adjusted net debt

 

 

387.3

302.1

225.8

182.6

Source: Company accounts, Edison Investment Research


General disclaimer and copyright

This report has been commissioned by JPJ Group plc and prepared and issued by Edison, in consideration of a fee payable by JPJ Group plc. Edison Investment Research standard fees are £49,500 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

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Frankfurt +49 (0)69 78 8076 960

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Frankfurt +49 (0)69 78 8076 960

Schumannstrasse 34b

60325 Frankfurt

Germany

London +44 (0)20 3077 5700

280 High Holborn

London, WC1V 7EE

United Kingdom

New York +1 646 653 7026

1,185 Avenue of the Americas

3rd Floor, New York, NY 10036

United States of America

Sydney +61 (0)2 8249 8342

Level 4, Office 1205

95 Pitt Street, Sydney

NSW 2000, Australia

General disclaimer and copyright

This report has been commissioned by JPJ Group plc and prepared and issued by Edison, in consideration of a fee payable by JPJ Group plc. Edison Investment Research standard fees are £49,500 pa for the production and broad dissemination of a detailed note (Outlook) following by regular (typically quarterly) update notes. Fees are paid upfront in cash without recourse. Edison may seek additional fees for the provision of roadshows and related IR services for the client but does not get remunerated for any investment banking services. We never take payment in stock, options or warrants for any of our services.

Accuracy of content: All information used in the publication of this report has been compiled from publicly available sources that are believed to be reliable, however we do not guarantee the accuracy or completeness of this report and have not sought for this information to be independently verified. Opinions contained in this report represent those of the research department of Edison at the time of publication. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations.

Exclusion of Liability: To the fullest extent allowed by law, Edison shall not be liable for any direct, indirect or consequential losses, loss of profits, damages, costs or expenses incurred or suffered by you arising out or in connection with the access to, use of or reliance on any information contained on this note.

No personalised advice: The information that we provide should not be construed in any manner whatsoever as, personalised advice. Also, the information provided by us should not be construed by any subscriber or prospective subscriber as Edison’s solicitation to effect, or attempt to effect, any transaction in a security. The securities described in the report may not be eligible for sale in all jurisdictions or to certain categories of investors.

Investment in securities mentioned: Edison has a restrictive policy relating to personal dealing and conflicts of interest. Edison Group does not conduct any investment business and, accordingly, does not itself hold any positions in the securities mentioned in this report. However, the respective directors, officers, employees and contractors of Edison may have a position in any or related securities mentioned in this report, subject to Edison's policies on personal dealing and conflicts of interest.

Copyright: Copyright 2019 Edison Investment Research Limited (Edison). All rights reserved FTSE International Limited (“FTSE”) © FTSE 2019. “FTSE®” is a trade mark of the London Stock Exchange Group companies and is used by FTSE International Limited under license. All rights in the FTSE indices and/or FTSE ratings vest in FTSE and/or its licensors. Neither FTSE nor its licensors accept any liability for any errors or omissions in the FTSE indices and/or FTSE ratings or underlying data. No further distribution of FTSE Data is permitted without FTSE’s express written consent.

Australia

Edison Investment Research Pty Ltd (Edison AU) is the Australian subsidiary of Edison. Edison AU is a Corporate Authorised Representative (1252501) of Myonlineadvisers Pty Ltd who holds an Australian Financial Services Licence (Number: 427484). This research is issued in Australia by Edison AU and any access to it, is intended only for "wholesale clients" within the meaning of the Corporations Act 2001 of Australia. Any advice given by Edison AU is general advice only and does not take into account your personal circumstances, needs or objectives. You should, before acting on this advice, consider the appropriateness of the advice, having regard to your objectives, financial situation and needs. If our advice relates to the acquisition, or possible acquisition, of a particular financial product you should read any relevant Product Disclosure Statement or like instrument.

New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

The Investment Research is a publication distributed in the United States by Edison Investment Research, Inc. Edison Investment Research, Inc. is registered as an investment adviser with the Securities and Exchange Commission. Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

Frankfurt +49 (0)69 78 8076 960

Schumannstrasse 34b

60325 Frankfurt

Germany

London +44 (0)20 3077 5700

280 High Holborn

London, WC1V 7EE

United Kingdom

New York +1 646 653 7026

1,185 Avenue of the Americas

3rd Floor, New York, NY 10036

United States of America

Sydney +61 (0)2 8249 8342

Level 4, Office 1205

95 Pitt Street, Sydney

NSW 2000, Australia

Frankfurt +49 (0)69 78 8076 960

Schumannstrasse 34b

60325 Frankfurt

Germany

London +44 (0)20 3077 5700

280 High Holborn

London, WC1V 7EE

United Kingdom

New York +1 646 653 7026

1,185 Avenue of the Americas

3rd Floor, New York, NY 10036

United States of America

Sydney +61 (0)2 8249 8342

Level 4, Office 1205

95 Pitt Street, Sydney

NSW 2000, Australia

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