Morning, everyone, and thank you for joining us for today's market briefing. Two weeks after we announced our acquisition of Dream Car Giveaways U.K., I'm very pleased to announce the purchase of Dream Giveaway USA, a leading operator in the rapidly growing U.S. prize draw market. By coincidence, the names are similar. However, the companies are unrelated. We've been working on both deals in parallel for the past year, and the Jumbo team has done a fantastic job in delivering both. Dream Giveaway USA is at scale, with an active database of 178,000 and profitable. Not as large as Dream Car Giveaways in the U.K., but just as much potential, if not more. The company was started 17 years ago as a magazine and print-based company, giving away rare and expensive cars, and has developed a strong reputation and trust in the marketplace.
Seven years ago, the company was sold to a PE firm who began their digital journey. It has since accelerated and is poised for growth within the next phase of growth. Jumbo now plans to accelerate this digital journey further in a similar fashion to our UK business, but of course, in the much larger US market. Today, I'll take you through the key highlights of the announcement, why we've entered the US B2C market, and the strategic rationale behind the acquisition. I'm joined today by Brad Board, Jumbo's Chief Operating Officer, who will 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 Giveaway is a leading, popular prize draw operator in the U.S. market, providing Jumbo with a B2C entry point into the U.S. Established 17 years ago and based near Tampa, Florida, the company has been operating under a long-standing charitable donations model. The B2C business model plays to Jumbo's strengths and provides an opportunity for us to add value based on our 25 years of digital B2C experience. The company has had solid growth and has matched a total customer database of 650,000, with 178,000 active customers in the past 12 months. They are nearing the limits of their current software platform, and so Jumbo is clearly the right owner. We have the software, marketing, and operational expertise to accelerate growth and build on their success today. The enterprise value is $55 million and an Adjusted EBITDA of $4.6 million.
The multiple of 7.8 is higher than our recent U.K. acquisition, but still represents good value considering the much larger U.S. market. There's no worry now, as it is imperative for Jumbo to be involved in the business from day one. We anticipate it'll be EPS accretive in the 12 months post-completion. The current management team will remain in place and have signed retention agreements to ensure business continuity and momentum. This acquisition is all about expansion in the U.S. market. With a population of five times the U.K. and 13 times Australia, we see significant opportunity for growth. There is a well-established regulatory environment based on a charitable donations model. The big difference, however, with the U.K. is that the U.S. is state-based, not federal. We believe there is significant potential to drive growth by targeting a younger, digitally savvy demographic.
As you can see from this diagram, the three main markets are Florida, Texas, and California. However, the business is active in all U.S. states. Jumbo is the ideal owner of Dream Giveaway. We have over 25 years of B2C experience, growing Oz Lotteries.com from the ground up to circa AUD 500 million in annual ticket sales. This slide is very similar to the slide I showed you two weeks ago for DCG UK because this same strategy will be deployed for both businesses, keeping things simple. Three key elements apply just as much to DG USA as they do to Oz Lotteries.com and also DCG in the UK. Value production, this is the corporate services function, finance, people, and culture compliance that Dream Giveaway will need as it continues to grow. 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 Dream Giveaway will need. Value creation, this is the growth engine, the secret sauce that builds momentum in the market. Jumbo provides the infrastructure, experience, and guidance that will help Dream Giveaway to focus on growth. Moving on to the strategic rationale, Jumbo's strategy is to accelerate growth and enhance diversification. By acquiring a profitable and at-scale business, we can fast forward past the time-consuming initial setup and market testing phases and go straight to growth. Around seven years ago, the initial founder sold the business to a respected PE firm that invested in their digital growth. They matured the business in terms of governance, which again saves us time and allows us to build a solid foundation and focus on value creation.
Jumbo now has a unique opportunity to use our B2C skills in three significant markets to drive growth. I'll now hand over to Brad for a deeper dive into the Dream Giveaway business, integration, and growth.
Thanks, Mike. Dream Giveaway USA opens the door to the U.S. market we've long aimed to enter. As Mike said, the business began 17 years ago as a mail-order venture. After a 2019 private equity buyout, the team digitized the model, growing to 178,000 active customers and $27 million in transaction value last year. Beyond the large market, we were drawn to its solid foundation. It's now ready to scale with Jumbo's technology, marketing, and data expertise, strengthened further by our recent U.K. acquisition of DCG. It reminds Mike and I of when we acquired TMS Global 20 years ago, an established offline business with strong products ripe for digital transformation. OzLotteries.com became the growth vehicle then. We see the same opportunity here with the U.S. market. Dream Giveaway USA has delivered steady, reliable growth, a four-year CAGR of 13.6% from 2020 to 2024.
The management team has shown strong intent to invest, but limited resources have constrained how far they could go. Over the past year, growth softened as they tested new prize sizes and frequencies. Experiments that confirmed their belief a new owner could unlock greater potential through modern marketing and customer experience, like mobile apps. They've built a disciplined operation with a loyal, slightly older customer base, a valuable segment that differs from typical U.S. prize draw audiences and even from DCG's. With Jumbo's digital expertise, we've seen opportunity to build on that loyal foundation and attract new, younger audiences, unlocking a larger, addressable market and accelerating long-term growth. Viewed through a Jumbo lens of CAC, ROAS, LTV, and AOV, this evolves from a returns-focused mindset to a growth-driven culture aligned with DCG and Oz Lotteries. Like DCG UK, our integration strategy focuses on protecting value, enabling growth, and scaling sustainably.
It's a structured transition that balances governance and oversight with the pace of change Dream Giveaway USA needs to accelerate growth. Oz Lotteries and DCG gave us a proven blueprint: digital marketing at scale and a reliable, flexible technology platform that removes constraints and unlocks potential. Beyond the initial corporate services integration, the remainder of FY26 is about reaching that Jumbo-quality growth execution state. That means implementing the Jumbo Lottery Platform, acting quickly, scaling intelligently, and aligning the existing team while making tactical investments to execute with precision. With Dream Giveaway USA joining the group, our combined B2C market opportunity now spans three significant markets with a total population reach of around 450 million people. Each brand in the Jumbo family contributes a unique perspective on value creation.
For Dream Giveaway USA, the opportunity lies in leveraging Jumbo's technology and evolving its marketing and product approach, guided by the proven success of Oz Lotteries and DCG UK. Take DCG UK. It runs more than 3,000 draws a year compared to Dream Giveaway's 18. It shows how scale transforms marketing impact and growth and gives the Dream Giveaway USA team a real sense of what's possible as they evolve. As shown in the earlier value creation slide, we've structured Jumbo so our B2C businesses benefit from the scale, efficiency, and insight of the wider group. In acquiring Dream Giveaway USA, we're not just adding a business. We're investing in its team and its future growth. And with that, I'll hand over to Jatin to take you through the numbers.
Thanks, Brad. I'll speak to the numbers in Australian dollars, noting the US dollar equivalents are shown on the slide. As Mike said, Jumbo has completed the acquisition of DG USA for an enterprise value of AUD 55.4 million, comprised entirely of upfront cash. This represents an acquisition multiple of 7.8 times adjusted EBITDA based on DG USA's management accounts for the 12 months ending 31 July 2025. The upfront cash consideration is slightly higher at AUD 57.8 million and includes standard completion adjustments for working capital and available cash. The acquisition will be funded by AUD 20.9 million from existing cash reserves and the drawdown of $36.9 million under our debt facility, which will be drawn in USD. As a recap, under our amended facility, which came into effect for the DCG UK acquisition, Jumbo now has a AUD 120 million committed facility.
On a pro forma basis, taking into account both acquisitions, the net leverage ratio is around one times EBITDA. The transaction is expected to deliver low to mid-single-digit EPS accretion in the first 12 months post-completion. Turning to the financials, this slide summarizes DG USA's performance over the last three calendar years as well as the trailing 12 months to 31 July 2025. Revenue and EBITDA remained relatively stable over the last few years. While active players have continued to grow steadily, this has been offset by reinvestment into marketing and people. These dynamics, along with the timing of giveaways, are expected to drive an underlying FY26 EBITDA contribution in the range of $4.2-$4.6 million for the eight-month period post-completion. This excludes an initial strategic investment of $0.6-$0.9 million focused on enhanced digital marketing and readiness activities to transition to the Jumbo Lottery platform.
In addition, one-off transaction costs are expected to be around AUD 1 million, which, in line with our usual practice, will be excluded from group underlying EBITDA. This next slide shows the pro forma group performance, combining our FY25 reported results with the contribution from both DCG UK and DG USA. As you can see, the addition of these businesses significantly enhances the group's revenue and earnings diversification, with these businesses in aggregate contributing approximately 26% of pro forma group EBITDA. These transactions accelerate our international expansion, taking the EBITDA contribution from our international businesses to around 33% of group and increasing the estimated non-TLC EBITDA contribution to around 46% of group. Turning to the FY26 outlook, aside from the expected contribution from DCG UK and DG USA, which have been added to the bottom right of this slide in local currency, our operating guidance for the group remains unchanged.
This includes the Australian underlying EBITDA margin and the EBITDA growth outlook for our UK and Canadian managed services operations. On capital management, following the acquisitions 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 the 11th of November, with any changes to the dividend payout ratio range to be effective from 1H26. Beyond that, 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 Giveaway USA is an exciting company with the B2C model that plays to Jumbo's strengths. It has scale and 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 Dream Giveaway USA will need to grow to the next level. Jumbo has matured as an organization and has a team in place to manage this growth. We now have two significant at-scale acquisitions in two major markets that materially increase our long-term upside. With this, this completes the presentation, and I'll now open up for any questions.
Thank you. If you wish to ask a question, please press star one on your telephone and wait for your name to be announced. If you wish to cancel your request, please press star two, and if you're on a speakerphone, please pick up the handset to ask your question. Your first question comes from Lachlan Elliott from Macquarie. Please go ahead.
Hi, Mike. Hi, Jatin. Thanks for the opportunity to answer a question. Just thought I'd ask, you spoke to your earnings for the lottery reseller agreement declining with this acquisition. How should we think about your earnings mix as we move towards 2030 in terms of your reliance on these B2C businesses versus your reliance in reseller agreements? Any color on that would be good.
Look, it's Jatin. Look, I mean, Mike's put out this vision before, and we've talked about it, of getting to a 50/50 split between TLC earnings and the rest of the business. All I'll say is these two acquisitions obviously give us a jump on that. I think I quoted we're up to, on our estimates, around 46% of group EBITDA on a pro forma basis. And obviously, the goal is to grow these businesses, which is why we've bought that. So we'd see that looking to we'll be looking to increase that mix over time.
And just to add to that, Lachlan, the whole thinking behind the 2020 renewal was that at that time, Jumbo was 90%-95% reliant on TLC. That new agreement gave us the opportunity and the mandate to go out and expand the business beyond TLC while also expanding the TLC business. And we've done that. The TLC business is up. We're now halfway through that, and we're almost at our 50/50 target. So really, with the remaining five years to go, we've got a good opportunity to go even higher than that. And yeah, it just puts us into a great spot at 2030 and allows us to use our ambition to grow into these large markets outside of Australia.
Great. Thanks, guys. Just maybe a follow-up, one more question. If we're talking to the B2C businesses, how do we think about the M&A strategy going forward? Obviously, we've acquired these two businesses now. Should we expect any further acquisitions? What kind of size? What's the kind of timeline you're thinking there? Or is this enough for the time being?
Look, it is enough for the time being. We have to focus on integration right now. But it takes a long time to put these deals together. We've been working on both these deals for the past year. So we will continue the effort to look around and see what pops up in the market. We are expecting market consolidation opportunities to arise. So priority number one will be the integration, but we'll also keep our finger on the pulse with what's happening in our markets.
Great. Thanks. Really appreciate it. I might pass on to the next person.
Thank you. Your next question comes from Rohan Sundram from MST Financial. Please go ahead.
Hi, Mike, Jatin, Brad, and Team. Thanks for this. Just a couple of quick ones. Firstly, I'm not sure if you've already provided this, but how did the acquisition originate? Did PE run a process, or was this an unsolicited approach?
How about if I let Michael Driver answer this question? He was leading the team for the acquisition.
Yeah, sure. Thanks, Mike. So the PE firm did run a formal sale process. They engaged a mid-tier investment bank who took the business to market. It was a competitive process, and we were successful in winning that process.
Okay. Thanks, Michael. I appreciate this is a smaller business than DCG, but you paid a slightly higher multiple. Still seems reasonable, but what gives you confidence and comfort in that slightly higher multiple paid for this business?
Look, a couple of aspects. The main aspect, obviously, is the larger market. We still think it represents good value because we're going into a much larger market. But the way I view the U.S. market, it's still very much in the infancy, even more so than the U.K. And even by Australian standards, it's still very much in the infancy. As Brad mentioned, when I first saw the business, I had that feeling of déjà vu, like this is exactly what we first saw when we bought TMS Global back in, what is it, 2005. We saw a business that could really use our skills and that we could really transform. And we did that very successfully, of course. And we get that same sort of sense here with the U.S. business. They've done a pretty good job to date, but they've got a long way to go.
We've been there, done that. We know all the challenges that lie ahead for them. And so we definitely see a bit of a diamond in the rough in this business.
Yeah. Just to add, it's Brad here. We've sort of been over. We've met the team, kicked the tires. And what was really exciting is that everything we've got in our tech stack, our capability, everything we've sort of been building towards is things that this business is looking for. It's at the right time. And in terms of sort of looking at room for improvement, even just from the marketing perspective, the digital side of stuff, it's got heaps of space where we believe we can play. In terms of, I'm going back 20 years, but as far as lotteries, that was a business that was remote. It was down in Melbourne. We were in Brisbane. And often, businesses don't know what they don't know. We had a fresh perspective, looked at sort of the metrics, looked at sort of different digital activities we could do.
There were tactical things that, straight from the get-go, we were able to suggest that we're creative and sort of showed the team there that we knew what we were doing. That sort of set in path a chain of sort of that evolution of things where we gradually sort of had more sort of oversight and involvement, and things just sped up in due course. We've got a really good feeling around sort of their readiness. We've had active engagement with the team, with the management. They're aware of what our plans are. Just a high level of conviction with this one.
Thanks, Team.
Thank you. Your next question comes from James Bales from Morgan Stanley. Please go ahead.
Hi, guys. Thanks for taking my question. Firstly, I'd like to understand a bit about the regulation. Can you help us with some of the basics in terms of how many states are you able to sell in today? And what are the priorities for regulators and the differences in their approach, state versus state?
So we are able to sell in all states. It's based on the 501(c)(3) charitable donations model, which has been around for 70 years. And as I mentioned, this business has been following that model for the past 17 years. So we see it as a very stable regulatory environment. We probably won't undergo a lot of change, certainly over the next three years. We've taken a lot of advice, really looked at it in a lot of detail. There are alternatives out there, but they're inferior. We see the 501(c)(3) charitable model as the gold standard to follow. Took a bit of effort to get it all set up in all states, which is why a lot of competitors don't follow it. But Dream Giveaway has gone through that pain and has everything established.
It has three law firms that it follows who help them meet all their compliance issues in every single state. So we have spent a lot of time looking at it. It's also state-based. So if there is a particular state that may change its approach in the coming years, well, you've got 49 other states. So that's another advantage.
I think it's also a value to us coming to the party with our tech. We've got a platform that is used to and designed to operate across multiple jurisdictions and customize according to the rules. So whereas we've got a competitive market where they've got technology, which is probably pretty rudimentary and one size fits all, we're sort of capable of flexing however we need to and ensuring we're compliant. So that's just out of the box in terms of how we operate, which is another advantage for the team there.
Okay. And that sort of leads into another question I had. The prizes appear to be only 20% of TTV. Can you help us understand, firstly, do you think that's sustainable? What does the regulator think about that sort of ratio for a charitable game? And is that sort of composition of the P&L likely to change in the coming years?
The regulators have no issue with the composition. I think to characterize it, the business is being run ultra-conservatively. Certainly, when we've looked at both these businesses side by side, one in the U.S., one in the U.K., we see the U.K. as a very dynamic business that has managed to. They're doing 3,000 draws a year compared to 18 here in the U.S. So I think there's a lot of room for growth and improvement in how they approach it. Some of their draws can take up to 11 months, which I think is too long. I think that could be shortened. So a lot of areas for improvement.
Yeah. I think that DCG is a great example of marketing feeds the prize decisions, and then the prize decisions feed the marketing, and if you get it right, it's a pretty scalable growth loop, and from the Dream Giveaway US perspective, when they've been operating in a relatively constrained environment with impediments on tech and that sort of stuff, it's limited how much they could really do. They've got this amazing situation where they can actually write whatever prize percentage they want, but it's more an execution side of stuff which has gotten in the way, so our sort of goal from here is to really get a performance-oriented view into things that are happening, have a tech capability that can actually support anything they want to do, and essentially guide them along the way of what works to scale up.
As per that B2C family slide that you see there, that's a good guide of sort of just simplistically where we see things where there's room for improvement, and that's where we sort of step things forward in an orderly way.
Okay. And then I guess putting a couple of those pieces together, when I've sort of been writing down things to look for, app release, customer count, and audience mix, so skewing younger, and draw frequency as all being things that we should expect to change in the coming months, what sort of TTV growth do you think is realistic if you get those elements right?
Look, it's early days. We've got a lot of confidence that we can get some pretty high growth. Like I said, it reminds us a lot of TMS Global Services that we bought in 2005, and we grew that from virtually nothing to TTV of AUD 500 million. So we see a lot of similarities with there, so we've only just got it. We need a bit more time, certainly, say, by the half year to get out, get under the desk, and start making some changes to sort of make some valid predictions, but that's how we're thinking about it.
Yeah. I think also a recent example in a similar sort of product construction is DCG. We've got sort of a history of them, which we shared in the IR deck the other week. This is sort of FY 22-ish sort of period when they were really finding their seat, product-market fit. It's obvious that they've sort of really nailed that mix of prizes, marketing. They've got a platform that's enabled them to do just enough. So we're about trying to sort of borrow the best bits as fast as possible and achieve the potential.
Right. I appreciate the call, guys. Thank you.
Thank you. Your next question comes from Andy Chuk from Blackwattle. Please go ahead.
Oh, good morning, guys. I jumped on the call a bit late, so this may have been asked already, but just with the two acquisitions in pretty short time between each other, I can see there's probably gearing headroom from here. But how should we think about the possibility of further acquisitions from an operational perspective?
Yeah. Look, we've been working on these two deals in parallel for over a year, and they just happened to be closed within two weeks of each other. That's just how things turned out. The focus now is going to be on integration. We've reached our AUD 120 million limit, so we've got no plans to expand on that. We will continue to look at opportunities and keep our finger on the pulse in the markets and see what else comes up in the meantime because there is a long lead time to getting these deals done and go through all the appropriate due diligence and everything. But the focus will be on integration from now on.
Okay. Thanks, Mike.
Thank you. Your next question comes from Ollie Ridge from Citi. Please go ahead.
Good morning. Congratulations on the acquisition. I was just wondering, looking at slide 16, there's a difference on the margins, EBITDA margins between the two businesses you've acquired. I was just wondering why there is a difference and how to think about margins for both going forward. Does the DCG margin come back towards the DG margin or the other way around? If you could provide some color, that'd be great. Thank you.
Hi, Ollie Ridge. Look, it's probably still a bit early to give directional views around margin trajectory. What I can say about DG USA is the mix of the P&L is quite different. So as was pointed out earlier, they spend less on prizes. It's just roughly 20% ticket sales compared to about 70% in DCG UK. But conversely, they spend a lot more on marketing. So the marketing expenses equivalent to almost 30% of TTV. So we're going to look at those ratios. Brad talked about the integration plan and where we feel we can optimize. We'll have a look at that. But right now, we've given guidance for FY 2026, obviously. And let's get our hands on the business. Let's go through a formal business planning framework with the management teams, and then we'll give some better guidance around margin trajectory.
The marketing, I think there's room for improvement on the efficiencies of marketing. It's still a bit of a mix of digital and print, and as you know, Jumbo's all about digital, so as we get our hands on it and start increasing the digital mix, we think we can improve those efficiencies.
Thank you. Your next question comes from Sam Bradshaw from Evans & Partners. Please go ahead.
Morning, guys. Most of my questions have been taken, but I just had a quick look on the website and noted that in some of the photos, it says we pay taxes, and some of these taxes are quite high, some of them over $100,000. Yeah, well, just give us some color on how that all works?
Yeah. It's just Michael Driver here, so the U.S. is probably like most other markets around the world where a prize attracts tax, and so effectively, how the prize mechanic is structured with Dream Giveaway USA is the prize includes the car, so the prize itself, as well as a cash amount to go towards the tax that's attached to that prize, the sales tax that is attached to that prize.
And just while we're on the tax side of things, the 501(c)(3) charitable donations model means that many of the donations to get entries in the draw are tax-deductible from the customer's point of view.
Thanks, guys.
Thank you. Once again, if you wish to ask a question, please press star one and wait for your name to be announced. Your next question comes from Lachlan Elliott from Macquarie. Please go ahead.
Hi, guys. Sorry, I thought I'd sneak one more in. You briefly touched on it before, Jatin, about how this acquisition kind of brings your pro forma leverage to one times. Is this kind of where you're comfortable sitting, or how should we expect leverage to behave over the next few years?
Yeah. Thanks, Lachlan. So, like I just said in my prepared remarks, we have a AUD 120 million facility. We will look to repay some debt as quickly as we can. That's part of our track record. When we purchased StarVale, we took out some debt, and we looked to pay that down. At 120 is probably where we're comfortable taking the balance sheet to. If you look at the businesses, the two businesses we've bought, in aggregate, they're producing AUD 24 million of EBITDA. On an NPAT basis, that's AUD 17 million NPAT. And if you look at the interest cost on that, if you take a 2% margin above benchmark rate, 6.5%, you'll see that's pretty well covered. So we'll obviously look to pay the interest, but also look to pay down some principal as well.
And the other thing, I don't want to preempt the board decision, but we also have flagged the board is reviewing the current dividend payout ratio. And that's another opportunity where we'll have some flexibility to get the leverage down. And maybe just to add to that, Jumbo's quite clearly a growth company now. I'd like to see the debt repaid quickly to open up some capacity for more acquisitions down the track. But first, we'll focus on these ones. But we see a lot of opportunity both in the U.S. and the U.K. to make a few more bolt-on acquisitions, perhaps increase the customer database. But yeah, growth is the priority at the moment.
Great. Thanks. Appreciate it.
Thank you. There are no further questions at this time, and that does conclude our conference for today. Thank you for participating. You may now disconnect.