Very happy to be able to talk to you today, with in the company of Pascal Chaffard, that you know, and Nils Andén, that you might know also, who is the CEO of Kindred. As today, we are announcing the launch of a recommended tender offer for Kindred, and we'll be three to talk about this very exciting project today. So let me first maybe remind you why we do this, why we announce this today. As you know, I think, we have we have said and reiterated that we want to become a leading operator in lottery and online betting gaming, with an expanding international footprint.
As you know, we have started this expansion by the acquisition of the Irish operator, PLI, last year. We have said that we were looking at opportunities to expand our online betting and gaming, and gaming. With Kindred, we think we have found a very strong and fit target to do so. With strong capabilities, iconic brands, best-in-class technology, platform, and presence in a lot of European markets, and I will come back to that.
We are very also delighted to have been able to announce you a friendly offer and to have Nils with us today, because it's really on this basis that we think it's a very unique opportunity. It's really based on our conviction both on the assets, on the company, but also on its management, on its talents, and this is what also we want to state today. So this transaction is definitely in line with the strategy that we have communicated. We are launching it today. It's recommended by the board of Kindred unanimously.
It is supported in terms of irrevocable commitments by five of the main shareholders of Kindred, which represent 20-27.9% of Kindred's share capital. Of course, we will devote our efforts to get support of all the shareholders of Kindred to complete this transaction. To go a little bit more in the transaction rationale, I will insist on four main objectives and points. First, of course, once completed, this transaction will create a European gaming champion with increased scale, technology capabilities, greater diversification across geographies, channels, and verticals. The combined entity will benefit from a combined GGR revenue of EUR 8 billion, of which 12% will come from international, and 29%...
29% will be online. So this combined entity, FDJ plus Kindred, will definitely benefit from a leadership position on a scale and fast-growing European market open to competition. This transaction will be consistent with our best-in-class sustainability and responsible gaming approach. In particular, I would like to emphasize the fact that this combined group will operate only in locally regulated markets. This is a very important statement. It's also a very important commitment that we take, because it's part of our vision of the sector and the way we want to operate, and we'll come back to that. This combined entity will benefit from significantly stronger revenue and earnings growth, as well as increased operating leverage. Sorry. Sorry for that. It is...
We estimate that GGR growth will be accelerated by more than 50 basis points. EBITDA margin will be enhanced by more than 50 basis points, and of course, EBITDA to free cash flow conversion will be maintained above 80%.
We also believe strongly that it's a value-creating transaction for our shareholders because we have assessed, and we also can strongly reaffirm that this will drive an increase in shareholder returns for FDJ shareholders, which will transform into an accretion in DPS superior to 10%, while, of course, optimizing the group's capital structure, which is one of our objective also in this transaction, and good for our shareholder value in the future. So, just to drive you quickly through the transaction highlights, I've already stated that it's a friendly transaction.
The irrevocable commitments of 27.9% of share capital from five major shareholders that have also committed to support the change in the bylaws that will put the threshold for the squeeze-out at 90%. As you are aware, this transaction is occurring in the context of the strategic review that has been launched by the Kindred board last April. So we've been, of course, taking a lot of time looking at the asset again, having our own conviction and assessment of the quality of the asset, and it's on this basis that FDJ is offering 130 SEK in cash per share, which represent a SEK 2.6 billion enterprise value, therefore multiple of 10.9x 2023 EBITDA.
In terms of financing, this transaction will be financed on the cash on hand and acquisition bridge loan. We reconfirm our commitment to midterm target of net debt to EBITDA below or equal to 2, and we've been working closely with credit rating agencies and expect a solid investment grade rating profile of the combined group to refinance further this operation. Of course, this operation is subject to regulatory conditions. First, the approval of the financial market authority on the Swedish market. Then we'll have the change of the squeeze-out threshold, and then we have also to get the approval of the Antitrust Authority in France because it's actually the only country where there is really an antitrust question.
And this is part of the timeline which leads us to think that this operation should be closed by Q4 2024. So, to get a little more in our strategic vision, I think I can stress two things. One is of course that, as I said, it's completely aligned with our vision to expand internationally on European markets since Kindred is again a very top European players, one of the top five players in Europe with activity in seven of 10 top markets.
Second, in France, although France, again, is only a small part of Kindred, it will also enable us to continue to develop our activities, since, of course, after the approval of antitrust authorities, this would create the third player in France on online betting and gaming market open to competition, with, of course, the prospect of combining our forces and our brands for a stronger challenger since, because only three, but stronger challenger definitely than what we are today. Our conviction is also based on our view of the European online betting and gaming market. We think it is an attractive market. It is, it has attractive fundamentals. It has growth.
Of course, it had very dynamic growth between 2023 and 2028, but it has still a good prospect of growth in the years to come, with 9% provisional growth from now to 2028. It's been a market that is consolidating since definitely the main actor of this market think that it's a scale market. It's a market where you need to have scale to invest in your technology, brands, platforms, and markets, and this is why we think it's very pertinent to invest in Kindred today. It's a, it's a market where when you have the scale you offer attractive profitability metrics because you have significant operating leverage coming into that.
And, of course, we also see that as something that is possible because those markets are now converging to regulating models. Of course, FDJ could not operate on unregulated markets and... but this market is now more and more converging towards regulation, and we will, of course, accelerate that. So, again, Nils will talk more about that. When you look at Kindred, you see that it's among the top five players in the Western European market, so it has a scale to invest in brands.
It has the ability to develop proprietary technology platform, and this is a very important feature in this business and for us in this transaction, and it has also, of course, the capacity to have unified B2C online platform that drive efficiency and profit. And of course, Nils will come back on all those points. What we have also looked at is Kindred's recent strategic announcement, and they have been very important for us to make a decision about the quality of this asset and the alignment with what we see.
First, of course, first priority of Kindred is to continue to gain market share as a trusted source of entertainment in its core market in Europe, and Nils will talk about it. Second point, which was announced this fall, Kindred has announced the exit of operations from North America by mid-2024, which will allow to focus on core markets in Europe, and this is also a critical point for us. Third point is the investment that has been already starting to develop and implement a proprietary platform, KSP, which will allow for improved product offering and customer experience, and reduce dependency to third party.
So we think it's a very also critical point in terms of quality. We've been looking very closely at this project, and we believe it's one of the positive feature definitely of this asset. And finally, Kindred has also announced decision to optimize its cost base, and again to focus resource allocation on the markets where there is more value to gain. So all this has been part of our assessment and decision, and is again very very critical. Now let me talk a little bit about the question of non-locally regulated markets or illegal markets as people would call them.
It is, of course, a very important point for us. FDJ can only act and operate on regulated markets. What we have been looking at with Kindred is first the fact that Kindred is already committed to increase its exposure to locally regulated markets, actually committed to come a completely regulated player. It has also a proven track record of transitioning successfully into regulated market once there is a framework that is adopted by the authority, as it has been demonstrated in the Netherlands, where you, of course, all have been following the situation.
And now Kindred has regained its position of number one in this market after a transition phase that has lasted for a certain time, which of course has not been easy, but it is, I think, a clear demonstration of this ability to manage the transition towards this regulated framework. So definitely we want this combined entity that if we are successful in this operation to have 100% exposure to locally regulated markets. What it means is that we will exit all markets where Kindred operates on a non-locally regulated basis, and where there is no visible and transparent process to make it locally regulated. For instance, Norway seems to be definitely in that situation.
So we have accounted for the change in figures that it would mean. Pascal will talk about it. In Finland, I want to insist that in Finland, we believe on the basis of a very public and official statement made by the authorities, that there is now a clear path to regulation, and therefore, we could stay in the transition for, of course, to get a license in the new scheme that should be in place beginning of 2026, as I understand it at this point. I also want to say in addition, that Kindred and FDJ share a number of commitments, which make them best-in-class players in their in their respective activities.
On responsible gaming, as you know, FDJ is definitely best-in-class in this. We believe Kindred in its activity is also a best-in-class player, has taken commitments particularly in terms of limitation of its activities on risk players, on high-risk players, which are very very important, and we expect to continue to work together, of course, in that direction, which is very important in our business model. I could also talk about environment, diversity, and inclusion, where, as you see, our commitments are also very very similar. Another point of similarity is the type of economic and financial model that FDJ and Kindred are today.
Of course, Kindred is having higher growth rate and prospect than us. It's part of the attractiveness of this transaction. But if you look at EBITDA margin, capital intensity, and free cash flow conversion, you can see that we share the same type of very attractive and very solid business model. So we expect this, of course, to be a nice combination also from a financial point of view. I will now hand over to Nils, which I thank again for being here with me today in Paris, and will talk to you more about Kindred. Thank you, Nils.
Thank you, Stéphane, and, good morning, everyone. So my name is Nils Andén. I'm the CEO of Kindred, and let me just start by saying I'm delighted to be here as part of the transaction announcement, between FDJ and Kindred, which is a very exciting opportunity, and will create a global gaming giant, with the strategic and financial capabilities to be a, a true leader in this industry. So if we look at Kindred at a glance, Kindred is a, pure-play, online operator, within the betting and gaming space. We have a very strong financial profile, extensive digital experience, and cutting-edge technology across all product verticals and platforms we operate in.
If we take a snapshot at 2023, as you might have seen from the trading update we released this morning, we had a good 2023 that was really underpinned by the fact that we regained the number one market position in Netherlands, saw a 13% growth on our gross gaming revenues, and even more pleasing, we saw an almost 60% growth on our underlying EBITDA that came in at GBP 204.5 million for the year, which was also in line with the targets that we had communicated to the market. In terms of key figures for the company, we are north of 2,000 employees across Europe, Australia, and still North America. We have six top five market positions, which is, of course, very important, as we know scale matters in this industry.
We are currently in 13 licensed jurisdictions outside of North America, and at the end of Q4, we had 1.6 million active customers. Kindred has a very robust and resilient base of revenues, and if we look at the first nine months for 2023, we had roughly 40% of our revenues coming from sports betting, a little bit less than 60% coming from casino and games, and 5% from poker and other products, such as bingo, for example. We also have, and we're very proud to say, best-in-class customer rating across a number of our core markets, and also the number one brand awareness across the digital-only operators in three of our five core markets.
Of course, important to mention here, we operate a full set of in-house brands, but we, of course, have Unibet, which is our flagship sports betting brand and one of the few truly Pan-European powerhouse brands. We then supplement that with hyperlocal casino brands that tend to operate within one market, for example, 32Red in the UK or Vlad Casino in Romania. As mentioned, we have, over the last couple of years, invested heavily into our technology. That means that we have a very strong in-house player account management platform, similarly, regulatory integrations and payment options. We have also, in this time span, ensured that we could vertically integrate from a product perspective, enabling both cross-selling and cost synergies. We have our own horse racing platform. We have our own poker product.
We have a number of exclusive casino games supplied by our in-house game studio, Relax, and we are also on the path of rolling out our own proprietary sports betting product called KSP, which will be fully rolled out by the end of 2026. This proprietary tech stack, of course, ensures that we can have a great level of product differentiation, ensure a fantastic customer experience, but also provides us with cost and scale benefits. The diversification of revenue does not only come from our product split, but also in terms of our global footprint. As you can see here, we have a number of markets contributing to our revenues, and none of them are slightly more than 20%, which provides robustness and resilience, especially in navigating a very complex regulatory landscape.
Maybe worth calling out here, Netherlands, U.K., which are the 2 largest markets for us, and the very strong market positions we have in France, Sweden, and Belgium. If we look at them a little bit more closely, as Stefan mentioned, we went through a transition of re-regulation in Netherlands, but we're very pleased to see that we have regained our number one market position at the middle of last year. Netherlands is also one of the fastest growing regulated gaming markets in Europe, with an estimated 11% CAGR over the next four years. U.K., which is our second-largest market, is also a strong market for us, where we have outgrown the market and taken market shares for the last seven years consecutively, and we see further growth opportunities there.
And then we, of course, have markets like France, Sweden, Belgium, where we are very well-positioned, with strong brand presence, good products and a very nice opportunity for further growth. If we look at the Kindred journey today, where we now stand at a very exciting crossroad as we look forward to combining with FDJ, we have really focused on, since the launch in 1997, product innovation, and ensuring we can provide an excellent customer experience. Worth pointing out that the last 12 years has been a really transformation in moving from .com to locally regulated markets. That has also meant that we have to reinvent our business model to ensure that we can take height for the increased betting duties that have come with the local regulation.
But I'm also proud to say that we have remained on a fairly stable EBITDA margin throughout this period, which is a testament to the balanced portfolio of both markets and product revenues. If we look forward, we are very pleased to continue on the strategic journey of really growing and focusing on continuing to take market share in our core markets, focus on excellent content and customer experiences, but ensure that we can continue to invest in our platform and proprietary technology across all product verticals. With that, I hope you got a little bit of flavor for Kindred, and I will hand over to Pascal to continue.
Thank you very much, Nils, and good morning, everybody. I'm very happy to have the opportunity to talk to you this morning of this transformation journey of FDJ. I'm going to present the key figures of the combined entity, FDJ plus Kindred, and especially the benefits of the acquisition in terms of value creation and strengthening of the financial profile of FDJ. First, I would like to present to you the FDJ group operating model post-integration of Kindred. The group will be organized around four pillars. The first one is France Monopoly, which will include FDJ lottery point of sales and online, and also point of sales sports betting. France Monopoly is expected to account for around two-thirds of the group pro forma full year 2024 revenue.
Secondly, competitive online betting and gaming, which is the topic of the day, and which will include Kindred activities and FDJ online betting and gaming activities, i.e., online sports betting, online poker, and online horse racing. Kindred will be the cornerstone of FDJ online betting and gaming activities on markets open to competition, which are expected to represent around 30% of the group pro forma revenue. The third activity is international lottery, which will include Premier Lotteries Ireland, and Lottery B2B operations, and will account for around 5% of the group pro forma revenue. And fourth, payment and services activities, in France.
Before going into more details on the financial profile of the new group, let's come back a moment on Kindred's EBITDA, taking into account the perimeter we are acquiring, as we will exit non-locally regulated markets, as it has been specified by Stéphane and also North America, which is going to exit also. Our estimates of Kindred full year 2023 EBITDA on this perimeter is around GBP 170 million-GBP 180 million. For 2024, Kindred has confirmed its guidance to reach at least GBP 250 million, and FDJ estimates that it would be over GBP 200 million on the future perimeter. Again, excluding contribution of non-locally regulated markets and North America.
So now we will turn into euros and not pounds, and taking account the also, again, the future perimeter of Kindred, I would like to show you on this page the combined entity pro forma financial profile. Nils has commented the good results of Kindred in 2023, published this morning. And as you may have seen, FDJ has also communicated this morning the full year 2023 figures. Those figures are good, slightly above the guidance in terms of growth and EBITDA margin. The group is in good health. The combined figures I'm presenting are based on those good and solid results for 2023. And this combined entity will benefit from stronger and solid financial profile, a GGR close to EUR 8 billion, and a revenue close to EUR 3.5 billion.
Pro forma EBITDA close to EUR 860 million, which implies a 25% margin, and free cash flow close to EUR 740 million, which implies an attractive 85% cash conversion. The acquisition of Kindred is really transformative for FDJ as it enhances diversification across both geographies, verticals, and channels. Contribution of international GGR will increase from 6% to around 20%. Online betting and gaming activities, which represent activities on markets open to competition, will represent almost 20% of the GGR versus only 2% today, and the share of digital in our GGR will be more than double, from close to 14% to almost 30%.
On the free markets open to competition in France, this transaction will bring us the opportunity to create a stronger challenger, moving from fourth to third position in our estimation of the local, of the total of the free markets, subject, obviously, to antitrust authorizations. The acquisition will accelerate our online gaming momentum. We also expect some synergies arising from technology and performance initiatives, and our activities in France will benefit from Kindred's best-in-class technology stack and customer proposition with the well-known digital brands such as Unibet. Here you can see the different levers of our, the operational value creation, as presented by Stéphane earlier. Those levers are the underlying elements to the financial of the financial performance that I'm going to detail now. The combined group will benefit from significantly stronger growth and earning, earnings generation profile.
All the KPIs of the group are enhanced from day one. The acquisition of Kindred will have an accretive impact on growth, with enhanced revenue growth, EBITDA growth, and free cash flow growth. We expect, in particular, an acceleration of GGR growth by more than 50 basis points. The acquisition of Kindred will also have an accretive impact on margin profile, with higher pro forma EBITDA margin and maintain free cash flow conversion over 80%. We expect, in particular, a yearly EBITDA margin accretion over 50 basis points. This transaction will also have an accretive impact on the FDJ earnings per share, with an EPS accretion over 10%, starting from year one post-integration. The FDJ pro forma balance sheet will remain solid, and we reiterate our mid-term target of net debt on EBITDA below or equal to 2x.
The combined group will seek public credit rating as part of the bridge refinancing and aim at solid investment grade rating profile. I already showed you that all the KPIs were, will be enhanced. To end, I would like to emphasize the fact that the acquisition of Kindred will generate a strong value creation for FDJ shareholders through over 10% accretive impact on dividend per share, starting for year one. We will update our dividend policy after the completion of the transaction. The calculation basis of net income will be adjusted to exclude, notably, purchase price, amortization, and the payout will stay at a high and attractive level of 75% of the adjusted net income. Now I hand over to Stéphane for the conclusion.
Thank you, thank you, Pascal. So, I think we've been quite explicit on all the reasons that we think it's a very important and attractive operation. So it's just to summarize and wrap up what we said. It will create a European gaming champion with increased scale technology, capabilities, and greater diversification. It will be consistent with our best-in-class sustainability and responsibility, particularly in terms of responsible gaming approach and regulated markets. It will make a new group that will have a significantly stronger revenue, stronger earnings growth, and increased operating leverage, and it will be a value creating transaction for our shareholders, particularly leading to a significant increase in shareholder returns.
Those are the reasons why we are here today. Very, very happy to launch this offer. It's going to be a long process, so we know that we're going to have to work a lot together to implement it. We are very enthusiastic about doing it together, and, of course, now we'll let you ask questions and be happy to answer them. Thank you very much.
If you would like to ask a question, please signal by pressing star 1 on your telephone keypad. We will take the first question from line eight, and from Morgan Stanley. The line is open now. Please go ahead.
Good morning, and thank you for taking my question. I just first wanted to clarify on your stance on regulated markets. You've been very, very clear that you'll only operate in regulated markets. You called out Finland as one where you're happy to sit through the path of regulation. I just want to clarify for the remaining markets. You said you'll exit Norway. Besides Norway, I guess, I mean, in particular, Hungary, can you just confirm you're looking to exit that market and every other market except Finland, I guess, in the unregulated space?
Thank you. Thank you very much. Well, this is, I think, this is globally correct. I mean, what you're understanding is globally correct. As I said, in Finland, we've been looking very closely at the past regulation that the authorities have been talking and are working on today. So we believe it's quite consistent with our approach. Norway is very different, as you say, so Norway is exit. On the dotcom markets, they will be closed.
Hungary and Poland, there is the theoretical possibility to obtain a license, but at this point, I don't know whether it's possible or not, so if it's not possible, we'll exit.
Okay. Then just as a follow-up on that-
Sorry.
If I look at the difference between Kindred's 2024 guides, which is GBP 250 million of EBITDA, and you said restated, you expect it to be over GBP 200 million. If I take the unregulated revenue and exclude Finland from it, I think it's probably about GBP 150-160 million of revenue. So it seems like you're either assuming quite a low drop-through on that bridge, maybe 35%, or you're assuming you might continue to... Could you perhaps clarify how you've got to that number and, or secondly, whether you've assumed that you are exiting all dotcom except Finland in that GBP 200 million pro forma number you've given? Thanks.
Yes, I take-
Pascal, yeah.
I take this one. Yes, what we have done, first, it's a FDJ estimate at this point. Secondly, we have taken into account the exiting of all the dotcoms and including Hungary and Poland. And if it's possible to get a license in those countries, the actual figures will be a little bit higher than that. And we also take into account the exit of North America that has been already announced by Kindred. So globally, if we do the calculation of all that, we arrive at two hundred million pounds of EBITDA on this perimeter, over two hundred million pounds EBITDA on this perimeter for 2024.
Perfect. Thank you. And then one final question. You haven't talked at all about synergies in the presentation or the statement. I just wondered if you could perhaps talk a little bit about what you think they might be able to be, whether it's on the cost side specifically, but also perhaps on the revenue side as a more general longer-term point. Thanks.
Yeah. Your question is on synergies, I think.
Yeah.
Sorry, because the sound was not great. Our view of the value of the asset that we express through the price is really the intrinsic value of the company. So we have identified a number of synergies, but they're actually not included in the price that we are offering on this asset. So we, of course, believe that there are revenue synergies in the way that we would work together to grow the activity on different markets.
And on cost synergy, the main question, of course, is on France, but we have not included any in our price, even though we think that there probably will be synergies in France, including in terms of brands, because, of course, if we were to complete this transaction in France, we would have the possibility to have a better, probably, brand with Unibet. That's, of course, part of the synergy that you might imagine, but we've been very cautious on that at this point in the price.
Thanks very much.
Thank you.
We will take the question from line, Jaafar Mestari from BNP Paribas. The line is open now. Please go ahead.
Hi, good morning. Is it okay if I ask a few handful of short questions, hopefully each very short? So on the synergies, could you maybe just tell us a bit more about the EPS accretion range that you've communicated? Do I understand correctly from your previous answer, that with zero synergies, you would still be double digit accretive to EPS?
Yes.
Yes. Yes. The answer is yes. I don't know whether you want more details, but the answer is yes.
Thank you. We would all love more detail. Thank you. And then in terms of the financing, what are the interest costs on the bridge financing you've arranged for now on the acquisition, please?
I don't know if I can answer precisely this question, but they are very attractive. And assuming that we are investment-grade profile, and the question will be more the refinancing of the bridge and the refinancing of the bridge. If you take into account an investment-grade profile, you will see about which type of interest rate we can get.
Super. Yeah, I guess that was the related question. So on that refinancing, do you need to refinance the bridge financing lower to be at double digits EPS accretive? Or again, same question, do you think you'll be double-digit EPS accretive even on the original financing terms, and that's really the-
The an-
The floor for EPS accretion?
The answer is clearly yes.
Okay. Thank you. And then related to that, can you maybe just update us on the ZEturf and Premier Lotteries integration? And how would you say investors should perceive your track record of swift integration of the assets you've acquired so far before this large transaction now?
Well, I think it's a question that probably will take more place in our annual results communication. But I can briefly say a few things. On the turf, as you know, we've been closing quite recently this transaction in the fall, because we've been waiting for the antitrust authorities' decision that we got in September. So, since September, we've been working very closely with the teams of the turf that we were not supposed to work with before, defining our integration plan and things have been going very well on that.
Of course, with this transaction, we might have another look at the way we're going to manage this integration to take into account the potential positive impact that we could get from Kindred. But this is something that we'll see further on. On PLI, again, quite a recent closing. So we've been working closely with the PLI team, since actually October. We have put in place our new governance and we have defined our common objectives and worked together very well.
So I think there is actually nothing more that I could tell you today, but it's on track.
Super. Thank you. And my last question, just strictly on the deal, is on any conditional closes. There's one that's mentioned in the release about antitrust regulation, but all the other financing and terms are... What's a way out of this deal on your side, just to confirm that this is fairly committed? And similarly for Kindred, is there any commitment from the boards not to continue to seek alternative options, in line with the April strategic review?
So, on the FDJ side, we are committed, as you, as you, I think, as you have heard. Again, if we have defined the length of the offer as nine months maximum, it's because we have to get the authorization of the French antitrust authorities. And of course, this is a very, very, very important thing that has to be. That needs some delay. Since we've been working with these authorities and taking commitments for the acquisition of ZEturf, I think we know pretty well how they are reasoning, so that's helpful. But still, it takes time.
And that's the main, the main thing that explains the length, the length of the transaction. But, we are completely committed to the transaction. And, if you want to answer from Kindred?
Yes, of course. Ultimately, a question for our board, but I think it's very important to point out that we have been through a very lengthy strategic review process where we in management and the board jointly have looked at a number of alternatives, and the board has unanimously recommended this transaction. So I think that says a lot about what the board of Kindred thinks.
Yeah.
Thank you.
Maybe to just add one more thing, Stéphane has also commented in our presentation that we had irrevocable commitments with a number of major shareholders of the company, including Corvex. And maybe last, one last thing. One of the condition is to complete the deal in the competition authority, and the other condition is to get 90% of the total of the shares of Kindred.
Of course. Yeah. Thank you, Pascal.
Thank you very much. That's all on the deal. I just had a separate one to finish on the European Commission investigation on your 2019 license cost. You know, we've been waiting for some more developments there for a couple of years. At the moment, what's your working assumption on timing? And when you consider deploying significant capital into an acquisition like that, should we assume that you expect no material financial impact from any conclusion on the price you paid for the license in 2019?
Well, as you know, because we've been discussing this a lot of time, we've been working with the French state to make this process coming to an end as soon as possible. We would, of course, have loved to have this behind us today. But as we also stated, we are now, I think, fairly convinced that we have good, solid arguments, particularly after the decision of the Conseil d'État, that I commented several times.
So as I stated several times, we believe that this question does not prevent us from using our balance sheet and cash to make acquisition. And therefore, of course, we hope for a conclusion this year. But I would refrain from being more precise since it's not completely in my hands. Thank you.
Thank you very much. Thanks.
Thank you. We will take the next question from line, Martin Arnell from DNB Markets. The line is open now. Please go ahead.
Good morning. Just a couple of questions from me. Firstly, on the rationale, how do you see Kindred's sportsbook platform, the project? What's your view on that in the due diligence? And also, how much of the EUR 200 million that you estimate for Kindred in 2024 is burdened by cost for this project?
Pascal, you want to-
Yeah, uh-
You want to answer?
I will also-
Maybe Nils also.
...rely on Nils. Yes, we rely on the new sports betting platform. And maybe to answer what are the type of costs behind that, I let Nils comment.
Yeah. So I, I think we are firmly on track with the deliverables for the KSP platform as we communicated in Q3. And we haven't specified the exact double costs that we carry, but we have said that they peaked in 2023. So we will see an improvement on the overall cost structure for the totality of our sportsbook, but we haven't communicated the exact double costs on that.
Okay. And then a question on the locally regulated markets, and that you're exiting the non-locally regulated markets. Is that the same thing as you will not accept players from non-locally licensed markets, right?
No, of course. No, of course not.
Yeah, exactly.
Yeah.
Can you give us any sort of timeframe from this when this is going to happen?
Well, first, we have to complete the transaction. So as we indicated, we hope to complete the transaction by Q4 2024. And then, once we are in the capacity to do it, we will do it as soon as possible in the different markets. There are some markets where it might take more time, but again, we announce our intention right now, so it's quite clear.
Yeah. Okay. Thank you. And to you, Nils, just a final question here. I don't know what you can say, but I guess you and the board explored the potential alternatives. That's what you've stated. Did you have a potential interest from other potential bidders?
It's a very direct question. I cannot speculate in the process and what's been happening over the last nine months. I think we're very pleased to come to the end of the strategic review with a very positive outcome. That's all I can really say on that.
Okay. Thank you. And just one final would be, how do you look at potential risk for overlapping customer base in France? What's your estimate on that?
I think it's too early to answer this question. Again, we're going to file our demand to competition authorities, and then we'll come back to that. But I think it's too early today.
Yeah.
Thank you.
Thank you. Thank you. Have a good day.
Thank you.
Thank you.
Thank you. We will take the next question from line, Kiranjot Grewal from Bank of America. The line is open now. Please go ahead.
Hey, hey, morning, guys.
Morning.
Just a couple from me. I think you touched on your synergies earlier. Could you maybe outline where you see the biggest opportunity? Is it on the cost side? And do you have any idea of what the corporate cost synergies could look like? Also, you spoke positively about the KSP that Kindred's built out. How do you see that integrating into FDJ? Thank you.
Yeah.
Yeah, Pascal, do you want to-
On the synergies-
Yeah
... they are focused on the, on France. And on France, obviously, you have all the technology and also all the A&P, as we will focus on less brand than we are focused today. So the two main topics are really technology, operations beyond that, and advertising and promotions.
And on KSP-
Sorry, I didn't,
So, sorry, can you repeat your question on KSP? Sorry.
How do you see that integrating into FDJ and the sort of timeline for that?
Okay. Okay, okay. What we have decided is to rely on the Kindred technology. So, we will work as soon as possible with Kindred to see what will be the timing of the transition between our technology in France and KSP. And this is really part of the synergies, and it will be integrated in the rollout plan of KSP that has been already set. And Nils said that it will take place between 2024 and end of 2025, beginning of 2026.
So it will be in this timeframe, then we will turn the technology in France from the one we have now to KSP to have a complete technology stack, a cutting-edge and financially effective efficient.
Perfect. Just one last one. I think you probably have better visibility than us on this, but, you know, combining your existing sports betting market share, whatever ZEturf is bringing, and then Kindred, where do you see your market share ending up in, in France for sports betting online?
Well, I think we've been saying in the presentation that of course with all the precaution that you have to take about client base and transition methods, this would definitely give us a stronger position in the French market. We are number four today, and we believe that it's reasonable to think we would be number three.
Yeah, and if you want to have a little bit more colors on the figures, what we have communicated when we closed the operation of ZEturf is that our global market share on the free markets open to competition in France was about 10%. And if you look at the slide, we think that Unibet is slightly below that. So globally, it will be something around 20%. So it makes us a challenger number three on the market but stronger than we are today.
Perfect. Thank you.
Thank you. If you would like to ask a question, please press star one on your telephone keypad. We will take the next question from Estelle Weingrod from JP Morgan. The line is open now. Please go ahead.
Good morning. In fact, most of my questions have been answered. I've just got a quick one, just on the, the Kindred vote, the EGM that's coming up to amend the articles. Is there a two-thirds required majority?
So it is the standard version. It is a two-thirds majority. The full details will be published on the specific site on kindredplc.com today, what the exact requirements are.
Yeah.
Yeah.
2/3 or 3/4.
Yeah.
Yeah. So it will be precise. Once again, on this note, and it will, of course, be published too, that the five key shareholders that are committed rapidly to bring their shares to the offers, have also committed to vote positively in the General Assembly. So just to give a little bit of color on the way we see that, of course, this assembly will be a very strong signal about a market, I would say, a reception of our offer. Thank you.
Okay.
Finally, is there any U.S. regulatory approvals required?
No. No, not to my knowledge. Actually, again, as I said, Kindred has announced last fall that their decisions to withdraw from the U.S. market. And this process is already taking place to my knowledge. It's not completely completed yet, but it's well on track.
Yes, we expect to be operationally exited by the middle of this year, pending, of course, regulatory processes. But, that should all be finalized by the time of the intended completion of this transaction.
Thank you very much.
Yeah. We will take the next question from line Jack Cummings from Berenberg. The line is open now. Please go ahead.
Hello, good morning. Thank you for taking my question. Just two from me. Firstly, in terms of the approvals required, I think you explained it yourself, but you mentioned it was the French Competition Authority. Is the approval required anywhere else, or is it just France? And secondly, will you be paying any dividends between now and end of the offer period? Yeah. Thank you.
So on the authorization, I think you've been hearing well what I said. I understand that there might be an authorization to get from antitrust authority in Poland, which is frankly a surprise because I don't have any activity there, but it's part of the framework there.
Yeah.
So, no big deal. So really, the only material authorization to get again and particularly in terms of delay of the offer, yeah, is the French Antitrust Authority. And your second question was,
On dividend.
On dividend. So your question is actually to Kindred, right?
Yeah. It is, we haven't confirmed whether there will be any announcement of dividends for Kindred, as of yet.
Okay, brilliant. Thank you very much.
Thank you. If you would like to ask a question, please signal by pressing star one on your telephone keypad. We will take the next question from line, Simon Davies from Deutsche. The line is open now, please go ahead.
Yeah, morning. Just a couple of quick ones from me. Firstly, you talked about 50 basis points enhancement in EBITDA margin. Can I just confirm that that excludes any potential cost synergies? And can you put any numbers around the potential cost savings from migrating the, the French business over to the Kindred platform? And lastly, you talked about maintaining your leverage target of less than 2x debt to EBITDA. When do you think you might be able to get leverage down to those levels again?
Yeah.
Yeah, Pascal?
So, yes, on the first question, yes, you're right, we have not integrated any synergies in the figures that we have communicated. And the 50 basis point accretion, EBITDA margin, is without synergies. The magnitude of synergies are some dozens of million EUR. It's quite small regarding the old operation, but it's still interesting. And your third question, sorry, was-
Leverage target.
Leverage.
Yes, leverage target. We will be slightly above two times at the moment of the operation, and after that, we believe that the pace of deleveraging will be quite rapid. So, we think that in the short, medium term, if I can say that, we will be again below two times.
Yeah. Great, thank you.
Thank you. There's no further question at this time. I'll hand it back over to your host, Mrs. Stéphane Pallez, for closing remarks.
Well, thank you very much for your questions that were all very, I think, very much going in the sense of precising well what we say. I think we've been giving you a fair level of information on this very strategic and ambitious operation. And of course, we look forward to exchange more with you on the implementation of this over the year. Thank you very much. Bye-bye.
Thank you.