Morning everyone and thank you for joining us for today's market briefing. After three years since our last acquisition, I'm very pleased to announce the purchase of Dream Car Giveaways, a leading operator in the rapidly growing U.K. prize draw market. What an acquisition it is. DCG is at scale, has a rapidly growing customer database, and is very profitable. The U.K. prize draw market is a well-established and rapidly expanding market ideal for the digital consumer. This is a significant step forward for Jumbo and is in line with our strategy to build a B2C presence internationally. Today I'll take you through the key highlights of the announcement and why we've entered the U.K. B2C market and the strategic rationale behind this acquisition. I'm joined by Tam Watson, who leads our U.K. Operations, and he'll provide an overview of the business.
Jatin will step through the transaction details, funding structure, and key financial metrics. We also have members of the senior leadership team online to help with any questions during Q&A. Starting with the transaction highlights, Dream Car Giveaways is a leading popular prize draw operator in the U.K. market. Profitable and growing quickly, it is exactly the type of company that Jumbo has been looking for. It has scale with over 645,000 active customers. It has trust and a strong seven-year track record. Ticket sales have grown to over AUD 100 million and produce an adjusted EBITDA of AUD 17 million per annum. Most of all, it has a B2C business model just like ozlotteries.com, so it plays to our strengths. It's a perfect opportunity for us at Jumbo to use our software and 25 years of experience in online marketing and operational capabilities to grow this business.
Dream Car Giveaways also has compelling economics. It is a profitable business with high growth that we anticipate will deliver double-digit EPS accretion in the first year, and Jatin will provide more details on that a bit later. The three founders have done an excellent job in building this wonderful business and have agreed to stay to the end of the earn-out period ending 31 December 2026. This gives us plenty of time to execute our integration plan and ensure a smooth handover, which Tam will talk to later. I like the emerging prize draw market because it caters to a modern-day customer demographic that is young and digitally savvy. This customer is looking for digital entertainment that we can provide via our many digital innovations. The business is simple.
Customers participate in prize draws predominantly for valuable and difficult to obtain cars as well as lifestyle prizes such as technology right up to property. Prize draws are typically one to two weeks in duration and are supported by compelling digital content and an active social media following. The prize draw market has grown over the past seven years from nothing to an estimated AUD 2.7 billion in size in the U.K. alone. While still smaller than the overall lottery market, it is very much in the ascendancy. Jumbo is the ideal owner of Dream Car Giveaways. We have over 25 years of B2C experience growing ozlotteries.com from the ground up to circa AUD 500 million in annual ticket sales. We've not only shown we can do it ourselves as the operator, but also in partnership with others who use our platform to supercharge their business.
If I factor in the ticket sales from our partners and include the recently announced RSL partnership, that's an additional AUD 450 million in ticket sales, bringing the total to around AUD 950 million. Dream Car Giveaways is currently generating AUD 118 million in ticket sales and is primed to benefit from the experience and size of Jumbo. Our M&A strategy has been one of discipline, not just in financial metrics, but also making sure that Jumbo can add meaningful value to the acquired business. We see three key elements to a successful B2C business that apply just as much to DCG as they do to ozlotteries.com. Firstly, value protection. This is the corporate services function which include finance, people and culture, compliance, etc. that DCG will need as it continues to grow. Secondly, value enablement. This is the IP and tooling that our teams use to engage with customers.
The Jumbo Lottery platform has unique marketing technology and data insights which again is something that DCG will need. Thirdly, value creation. This is the growth engine, the secret sauce that builds momentum in the market. We're really excited about this third element, the value creation. DCG have demonstrated an ability to successfully scale marketing in a large untapped market while operating effectively within the regulated environment and providing compelling products that customers love. Jumbo provides the infrastructure, experience, and guidance that enable DCG to keep that growth engine running and stay focused on building momentum. Jumbo also has extensive experience in operating in a regulated environment and can assist DCG to navigate the changes that may come as part of the evolving regulatory landscape. We see this as a competitive advantage where we can adapt and lead any regulatory change.
Jumbo has matured over the last five years to be able to work across multiple regions with the right level of governance and efficiency. This gives us a lot of confidence in our plan and the value we can add to DCG as we look to replicate those key aspects of Lotteries.com that have been key to our success. Jumbo has built a strong base over the past few years and has been searching for the right business to fit into our strategic vision. Dream Car Giveaways is that business. This space has already turned around. Our Managed Services acquisitions enabled our SaaS partners to grow and supported ozlotteries.com to scale higher. We have conviction that our base will also have a positive effect on Dream Car Giveaways. Together, Jumbo and DCG can tap into a market that's larger and growing faster than our current operations.
This combination can materially scale our diversification as we follow our strategy for growth outside Australia. I'll now hand over to Tam Watson for a deeper dive into the DCG business. Over to you, Tam.
Thank you, Mike. DCG's story is a great one. It began as a happy accident. A small syndicate made of brothers Mike and Dave Andrews and their best mate Marcus Hickling realized they'd overstretched themselves buying their dream car. They raffled it off on Facebook for GBP 35 a ticket.
On word of.
Mouth and organic growth. They ended the first year with GBP 1 million in revenue, the start of what became a winning formula. Fast forward to today and seven years later they've had over 135,000 winners. They've given away over AUD 300 million in prizes and have run over 3,000 draws in the last year alone. For example, just a couple of weeks ago, DCG ran a competition for a AUD 1 million house in Shropshire with a BMW on the drive, which was won by a lucky couple from Middlesbrough in Northeast England. The customer base now exceeds 645,000 active users and is continuing to grow. What started as a small passion project has become a trusted household name, and it's that kind of momentum built on authenticity, customer engagement, and digital reach that makes this the perfect time for Jumbo to be part of DCG's next chapter of growth.
Their timing was also good. They were perfectly positioned to capitalize on the surge in demand for prize draws during the pandemic, more than doubling TTD from FY 2020 into FY 2021. Like many fast-growing digital businesses, the first major challenge came soon after that rapid expansion, when the original platform simply couldn't keep up with the scale they'd achieved. After a tech refresh, the team quickly regained momentum, demonstrating the underlying scalability and resilience of the business model, surpassing AUD 100 million in TTD over this past year. DCG has continued to evolve the offering, diversifying beyond cars into property, premium consumer goods like watches and tech, cash prizes, and instant win games as well. It's achieved all of this while operating responsibly and within the guidelines for the operation of prize draws in the U.K.
All of this has helped attract a broader and more diverse customer base, including more women and a younger demographic than we typically see in our Managed Services lotteries. It's also a distinctly digital audience, which gives us the opportunity to leverage technology, data, and our marketing capabilities to deepen engagement, increase personalization, and drive growth. That is why from the outset our integration strategy is focused on protecting value, enabling growth, and scaling sustainably, resulting in a very structured approach to the transition which balances the needs of punters and oversight against the agility that DCG needs to continue growing. In the first three months, we'll connect operations to our regional reporting and infrastructure support services, merge cultures, and finalize the business plan, ensuring investor capital is secure and momentum continues.
As we move into the earn out phase, it becomes disciplined execution, strengthening the team, refining the operating model, and preparing leadership succession to ensure continuity and resilience. In the final phase, post earn out, we deliver the future state model with optimized governance, risk management, and continuous improvement, all geared to drive scalable compounding returns. I'll now hand over to Jatin to take you through the financials.
Thanks Tam. I'll speak to the numbers in Australian dollars, noting the pound equivalents are also shown on the slide. Jumbo has completed the acquisition of Dream Car Giveaways, or DCG, for an enterprise value of AUD 110 million. This comprises AUD 75 million in upfront cash, AUD 10 million in equity which will be subject to a 12-month restriction period, and up to AUD 24.5 million in a deferred earnout payment subject to the achievement of certain revenue growth and earnings targets. This represents an acquisition multiple of 6.5 x adjusted EBITDA based on DCG's management accounts for the 12 months ending April 30, 2025. The upfront cash consideration of AUD 99.5 million reflects the AUD 75 million cash payment plus standard completion adjustments including settlement of shareholder loans, working capital, and available cash.
Taking into account the equity and maximum earnout component, the total consideration is AUD 134 million, with DCG expected to have approximately AUD 22 million in cash post completion. The acquisition will be funded by a combination of sources including AUD 18 million from existing cash reserves, the issue of AUD 10 million in equity, and an AUD 81.6 million drawdown under our upsized debt facility which will be drawn in GBP. Under the amended facility, Jumbo now has access to AUD 120 million compared to the previous arrangement which had a limit of AUD 50 million and a AUD 30 million uncommitted accordion. This upsized facility provides enhanced funding, capacity, and flexibility to support our growth strategy on a pro forma basis. The net leverage ratio is below 1 times EBITDA.
I will cover the financials on the next slide, but as Mike said, the transaction is expected to deliver double-digit earnings per share accretion in the first 12 months post completion. This slide summarizes DCG's financial performance for the 12 months ended April 30, 2025, as well as the expected contribution to Jumbo's FY 2026 results. DCG delivered around AUD 118 million in TTV, AUD 36.5 million in revenue, and AUD 16.9 million in underlying EBITDA, representing a healthy revenue and EBITDA margin of 30.9% and 46.2% respectively. For FY 2026, we expect DCG's underlying EBITDA to be in the range of AUD 14.3 - AUD 14.9 million, reflecting approximately 8.5 months of contribution. On an annualized basis, this represents around 20% - 25% underlying EBITDA growth on the PCP. Total one-off costs associated with the acquisition are expected to be around AUD 2 million, which will be recognized in FY 2026 and excluded from underlying EBITDA.
This slide shows the pro forma Group performance combining our FY 2025 reported results with DCG's management accounts. As you can see, the addition of DCG significantly enhances the Group's revenue and earnings diversification, with DCG contributing approximately 20% of pro forma group EBITDA. The transaction accelerates our international expansion, taking the EBITDA contribution from our international businesses to around 30% of group and increasing the estimated non- TLC EBITDA contribution to just over 40% of group. Turning to the FY 2026 group outlook, aside from the expected contribution from DCG which has been added to the slide in local currency and will be reported separately in the Group's financials, our operating guidance for the Group remains unchanged. This includes the Australia underlying EBITDA margin and the EBITDA growth outlook for our U.K. and Canadian operations.
On capital management following the acquisition of DCG and the associated increase in debt, the Board intends to review the current dividend payout ratio of 65% - 85% of statutory NPAT. An update on this will be provided at our AGM on 11th November with any changes to the dividend payout ratio range to be effective from 1H26. The on-market share buyback will continue on a disciplined and opportunistic basis, balancing the share price and alternative uses of capital. I'll now hand back to Mike.
Thanks, Jatin. As you can see, Dream Car Giveaways is an exciting company with the B2C model that plays to Jumbo's strengths. It has scale and significant momentum, allowing Jumbo to invest in growth rather than market discovery. Jumbo has spent 25 years learning the ropes and has the knowledge and software tools that DCG will need to grow to the next level. Jumbo itself has matured as an organization and has the team in place to manage the growth through the regulatory changes that will come as part of market maturity. This completes our presentation, and I'll now open it up for questions.
Thank you. If you would like to ask a question, please press star one on your telephone and wait for your name to be announced. If you would like to cancel your request, please press star two . If you are on a speakerphone, please pick up the handset to ask your question. Your first question today comes from Rohan Sundram from MST Financial. Please go ahead.
Hi Mike, Tam and Jatin. Thanks for this and just a couple from me. Firstly, how did the acquisition originate? How long have the two parties known each other and was it in any way a competitive process?
Let me start with that. I can ask Michael, who was leading the acquisition team, to add a bit more color later. The process has been going on for a bit more than a year. We've gone through a very thorough due diligence. We learned about the business, we looked at them, they looked at us, and they chose us as the company that would be best for that company to continue its growth. Michael, do you want to add anything to that?
Yeah.
Thanks Mike.
It was a competitive process. There was an advisor engaged that led an expression of interest campaign. As Mike touched on, that was approximately 12 months, but the parties were well.
Known to each other prior to that.
Thanks, that's helpful. Last one from me. Just on slide 21 talking about the regulatory environment, what's the crux of how you expect the landscape to evolve over time?
As with any expanding market, we do expect more regulation to come into place. You know, we've seen that happen in other markets. We've seen it happen here in Australia, and, you know, we've managed all of that. There has been a recent voluntary code of practice that has been released that gave us a lot of confidence at the mark that the U.K. government is looking at productive ways in which it can help regulate the market and help the economic development of everything. We do expect some change. That's where Jumbo comes in and helps them navigate through all of that. There are about 400 various competitors in the marketplace. Most of them are small. Dream Car Giveaways is in the top five.
We think that any regulatory change will probably clean out a lot of them and it would sort of favor some of the larger operators like Dream Car Giveaways. It's all ahead of us, but we're ready for whatever changes may come.
Thanks, Mike. Thanks, team.
Thank you.
Your next question comes from Ollie Ridge from Citi. Please go ahead.
Hello.
Congratulations on the announcement. I was just looking at slide 11, the active customers. That's obviously ramped up significantly.
I was just wondering if you'd give us some more color on the outlook. For that and what you're e xpecting in the next couple of years, please.
Yeah.
Let me give you an overview, and Brad can add a bit more to that. We are expecting a lot more growth. Hard to put a number on it at this point in time. We've got to get our feet under the desk and look at the business a lot more. There is huge potential. It is a much larger market than we're used to in Australia with a population of nearly 70 million people, as opposed to just under 30 million in Australia. We certainly see this as a play to quickly build up a customer database. Obviously, some of the stellar growth that's come in earlier years was a result of it being a startup. We'd love to be able to increase at 50% per annum, but that's probably not that realistic. We can certainly see strong growth ahead for the next few years at least.
Brad, do you want to add anything to that?
Yeah, we're very confident in the continued growth on that. It's an untapped market. As Mike said, the team has a really established playbook in terms of how they do marketing. They've got a brilliant content production in terms of the products that they're offering, and the recent growth has really just demonstrated that that really resonates with their firebase and there's more to sort of untapped. As part of just moving towards that future state operating model where we're going to provide more support on that scale aspect, we have high confidence moving forward.
Let me just add also to that, when we started looking at the business and we saw the tools that they use, they've certainly done very well. Because of Jumbo's more maturity, our tools are better. We've tried different techniques and everything, and we think that a lot of our learnings will help them out a lot. Instead of them wasting time experimenting with things that may or may not work, we can give them pretty much the answers straight away to help that growth continue.
Thank you very much.
Just another one.
Do you think this sort of business? Model would work here in Australia?
There are a number of operators in Australia that follow a similar model. It is not just a U.K. phenomenon. It exists here in Australia, it exists in North America, it exists in other areas around the world. It is not just a U.K. phenomenon and it is already up and running here in Australia.
Thank you very much.
Thank you. Your next question comes from Charles Strong from Jarden. Please go ahead.
Morning, Mike.
Morning Jatin and Tam, I was just wondering what has the level of marketing spend been in DCG, and are there plans to accelerate that?
That's going to be up to the DCG team. Like I said, they're still there throughout their earn out to the end of 2026. I'll let Jatin talk to the details. We also have to be careful that the marketing spend is efficient. They've done a great job in bootstrapping the business and getting to where they are without having to overspend too much on marketing, and we think that that can continue.
Hi Charlie. It's Jatin. Yeah, a lot of that active player growth has come from the marketing spending in FY 2025, which numbers we've given, the marketing spend was high single digit as a percent of the TTV, and that was about double what it was the year before. That's what's driving some of the strong growth.
Thanks, Mike. Thanks, Jatin.
Pass it on.
Thank you. Your next question comes from Sam Bradshaw from Evans & Partners. Please go ahead.
Hey, good morning, guys.
Just wondering if you guys will be continuing to hunt for more M&A opportunities like this one just here. Yeah, absolutely. We have an expanded facility that Jatin mentioned, so we do have capability for more acquisitions. Perhaps not as large as this one, but certainly we are continuing the hunt for more. Great. Should we expect those to continue.
To be in the U.K.
Also look more global as well?
Not necessarily in the U.K. We have been looking globally. You know, we already operate in North America, so that's also another market we've been looking at.
Great. Thanks, Mike.
Thanks.
Thank you once again. If you would like to ask a question, please press star one on your telephone and wait for your name to be announced. Your next question comes from Matt Ryan from Barrenjoey, please go ahead.
Oh, thank you.
It's just looking at the active customer growth that you've got on slide 11, and just hoping if you can sort of help us to understand the growth over the last couple of years. Obviously, there's a lot more active customers. Just, I guess, how concentrated that was to specific initiatives or specific projects that they took on with maybe new customer cohorts.
Yeah.
Again, I'll provide an overview and the team can chip in with extra color. It was very much a case of they grew really quickly through COVID. Their software platform, which was quite rudimentary in the early days, started causing them a few issues. They bit the bullet and refreshed the software platform, and that certainly had a big impact on them accelerating after that. Kind of reminds me back of round about 2018 when Jumbo went through the same sort of ordeal where our software platform just couldn't handle the load that we were putting through it. The moment we upgraded, really shot up after that. They also started expanding outside of cars, which was their starting point, and started to go into other products, most notably product homes and property. That's also helped diversify to a bit more of a female stew as well, not just car enthusiasts.
I think there'll be a combination of a few things that have combined to get that type of growth. Anybody else want to add anything?
I think I could just add that if you go back prior to three years ago, it was largely organic marketing, great content creation. Investment in performance marketing really started three years ago and has been that catalyst for achieving material scale and customer growth. I think just to echo what Mike said around diversification of prize categories, expanding beyond purely cars or into different aspects of cars into lifestyle products. Property has definitely broadened that footprint.
Accelerated the cost customer growth.
I think just to add to that too, that performance marketing on the digital aspect, the team there is predominantly marketing in terms of headcount, and they're very much on point working to performance metrics and tapping into things that scale. That's one of those things that just gets better over time when there is an untapped market. They've just been executing really well. I think that's one of those rare things, actually finding teams and people that have that capability. That's a really exciting thing to team up with and to be able to sort of bring our high P experience technology that, you know, they can just get a run on it without having to sort of learn a lot of harder lessons that come at a cost and time.
Great.
With the funding, you still have a lot of cash on the balance sheet after this. Is the decision to take on more debt while you've got that cash sitting there?
Hi, Matt, it's Jatin. I think it's just, you know, we already had an AUD 80 million facility. I know that was split between AUD 50 million and AUD 30 million. We felt, you know, the business we're buying is highly cash generative. As Mike said, M&A is still a focus for us, albeit maybe not at the same scale. I think just from a flexibility and a liquidity perspective, we felt comfortable putting in a AUD 120 million facility. I'd encourage you to think about that as probably the proxy of where we're comfortable taking the balance sheet.
Okay, that's really helpful. Just the last, I guess, more.
High level.
The question is, you know, you pivoted in the last 12 odd months from looking at B2B acquisitions towards B2C businesses like this. I guess the rate of growth of this business is phenomenal at the moment. I'm interested in how you've assessed the different risk profiles between, say, this and a B2B business. What gives you confidence around wanting to take something like this on, which is obviously just a different type of business.
Yeah, look, the B2B businesses that we have are great businesses, but they're very much solid businesses. Slower growth simply because there's somebody else with their hands on the wheel doing all the driving. We're just supplying the tools and services they need to do their job. It's usually a charity or some sort that is doing the driving. You know, we see digital as a key part in all of this and they don't often take full advantage of what's possible out there, which can get a bit frustrating for us. It is what it is. The decision to now focus on the B2C side and develop something like what we have here in Australia. In Australia, we have the B2C Aus lotteries and we have the B2B businesses with RSL and Mater, et cetera.
The two do sit side by side quite well and they do help each other. Of course, on the B2C side of it, it's our hands that are on the wheel. We're looking at the data insights. We feel that we can grow it a lot more quicker if we can use all of our digital innovations to really make things happen. It's good to have both sides of the business as part of Jumbo going forward.
Thanks, Mike.
We've had careful reflection in terms of where that capability we've got gets the best return. We've put that capability into the B2B business, and there's different aspects of that in the U.K., in Canada. Our value protection aspects in terms of our governance have really helped with those businesses. Actually, in terms of value enablement, platform data, all that sort of stuff, there are challenges in how much we can actually leverage that just due to the market and the propositions at play, the way that they work.
In this approach with the B2C side of things, we've actually got our Australian SaaS business as an example, where we've actually worked with operators that are in a still untapped market, where we can see them doing marketing, operations, products, doing many of the same things that old lotteries does, and they've been able to take that and do amazing things. We can really see that correlation between investment advisory and the growth. From our perspective, we've seen a proposition that isn't served through the B2B markets that we are in now, and we're able to basically get an opportunity to be in the driver's seat by investing in the.
Local team, we get that right mix.
We're not having to start something up from scratch, nor are we trying to stretch our on the ground B2B teams to sort of learn about B2C. We've now got the capability, just like in Australia, where it's a B2C first business, where B2B complements it. U.K. is now a great example of that, a new era for us.
Thank you. Your next question comes from James Bales from Morgan Stanley. Please go ahead.
Hi, guys.
Apologies that I've missed a lot of this call. I guess I just wanted to understand a couple of basics. Firstly, what metrics does the earn out depend on?
Michael, do you want to take that one?
Yeah, sure. The earn out is a revenue-based earn out with a profitability mechanic too. It is based on a period to end in December 31, 2026.
Revenue based but with a profitable element. How does that work? Is the profitability measured as EBITDA, and what's the mix of revenue in terms of determining the payout versus the profitability metric?
Hi, James with Jatin here. I'll add a little bit of color. In previous earnouts we've obviously just had an NPAT or net profit before tax hurdle. This time around what we have introduced is a revenue growth hurdle. I'm not going to say what the number is, with an EBITDA floor that needs to be achieved. There's a combination of both revenue and profitability in getting the max earn.
Out and they're all set for growth? Of course.
Yes.
Okay, that makes a lot of sense. Maybe could you help us understand if this works out, how do you see that reinvestment back into DCG from Jumbo Interactive Ltd over the next 18 months? That is, if this is really working after three or four months, could we see material OpEx or CapEx in order to accelerate the growth? How are you thinking about that equation?
I think, James, it's Jatin again. What I will say is obviously we need to get the keys to the business and go through a business planning framework with the founders. What we have given today though is that underlying EBITDA growth of 20% - 25% on an annualized basis. What I'll say is that number.
That level of growth is driven by.
A couple of things. One, continued momentum in the business with some of the factors that Michael and Mike spoke about. It also does include a modest degree of investment. Think core functions, integration, audit fees, higher insurance, all of those things. That's the number I'd guide you to in terms of a fully loaded number for FY 2026.
Okay, now that's helpful. I guess the other sort of signals that I wanted to understand is that if execution does go well, what metrics should we be looking at in terms of success in what's already a high growth business? That is, is it user growth, is it ARPU, is it the player mix?
How.
What'll be sort of front of mind on the dashboard for you guys?
It's very much like what we would typically measure B2C businesses, so it is user growth, it is ARPU, it is CAC, it is the blend of what people are playing in terms of different products. It is very much playing into our bread and butter of how we view performance, and part of the integration plan calls for some consistent performance reporting through the group up so that we can actually sort of monitor that and share, you know, guidance on what's happening in Oz Lotteries, you know, and back and forth. Not so much actually having the Australian team drive what's happening over there and vice versa, but just having an awareness of what's best practice and what's deemed to be, you know, performant, you know, and sort of making sure that we're actually utilizing that, you know, across the board.
Great, thanks guys. I appreciate the help.
Thanks, James.
Thank you. There are no further questions at this time. That does conclude our conference for today. Thank you for participating. You may now disconnect.