UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number: 001-41253
 
 
Super Group (SGHC) Limited
(Translation of registrant’s name into English)
 
 
Super Group (SGHC) Limited
Bordeaux Court, Les Echelons
St. Peter Port, Guernsey, GY1 1AR
Telephone: +44 (0) 14 8182-2939
(Address of Principal Executive Offices)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ☒            Form 40-F  ☐
 
 


CONTENTS
On November 6, 2024, Super Group (SGHC) Limited issued a press release announcing its financial results for the third quarter of 2024. A copy of the press release, which includes an unaudited consolidated statement of financial position as at September 30, 2024 and unaudited condensed statements of profit or loss and other comprehensive income for the three and nine months ended September 30, 2024 and 2023, is attached hereto as Exhibit 99.1.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
SUPER GROUP (SGHC) LIMITED
Date: November 6, 2024
By:
/s/ Robert James Dutnall
Name:
Robert James Dutnall
Title:
Authorized Signatory




EXHIBIT INDEX
 
Exhibit No.
  
Description
99.1
  
Press Release, dated November 6, 2024.





image_0.jpg
Super Group Reports Financial Results for Third Quarter of 2024

•
 
Revenue of €402.9 million for the third quarter of 2024, representing the highest revenue recorded in a third quarter
•
 
Profit for the three months ended September 30, 2024 of €8.5 million
•
 
Non-GAAP Adjusted EBITDA ex-US of €95.4 million for the three months ended September 30, 2024, a record for a third quarter, was offset by non-GAAP Adjusted EBITDA, US loss of €11.5 million, resulting in total non-GAAP Adjusted EBITDA of €83.9 million
•
 
Unrestricted cash of €296.6 million at September 30, 2024
New York, NY – November 6, 2024 – Super Group (SGHC) Limited (NYSE: SGHC) (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, today announced third quarter 2024 unaudited consolidated financial results.
Neal Menashe, Chief Executive Officer of Super Group, commented: “We achieved our strongest third quarter ever, highlighting the phenomenal progress we are making as a business. There is still tremendous potential as we experience super growth across our global casino brands, and particularly in Africa which we have scaled to be our largest region for the second quarter running. Given our continued strong performance and robust balance sheet, we are exploring ways to return excess cash to shareholders, and intend to discuss with the board a possible further special dividend before the end of the year.”
Alinda van Wyk, Chief Financial Officer of Super Group, stated: "This quarter was our best ex-US third quarter ever, achieving total revenue of €395 million and Adjusted EBITDA of €95 million. We are focusing on consistent growth in our key markets, while striving to maximize operational and marketing cost efficiencies across the group, which resulted in a margin of 24% for the second quarter in a row – well ahead of our long-term target of 20%. Following the strong performance of the business over the first three quarters and an early look at a strong October, we are increasing our ex-US Adjusted EBITDA full-year 2024 guidance to be greater than €345 million."

Financial Highlights:
•Revenue increased by 13% to €402.9 million for the third quarter of 2024 (constant currency: 15% to €410.9 million) from €356.9 million in the same period of the prior year, driven by growth from the Africa, Europe and North America (predominantly Canada) markets partially offset by declines from the Middle East and Asia-Pacific markets.
•Profit for the period was €8.5 million for the third quarter of 2024. Profit for the period of €10.6 million for the third quarter of 2023 included a non-cash charge of €14.2 million related to the change in fair value of option liability.
•Adjusted EBITDA, a non-GAAP measure, increased by 60% to €83.9 million for the third quarter of 2024 compared to €52.5 million in the third quarter of 2023.
•Monthly Active Customers increased by 17% to 4.7 million during the third quarter of 2024 from 4.0 million in the third quarter of 2023.
•Cash and cash equivalents was €296.6 million at September 30, 2024, up from €241.9 million at December 31, 2023. This net increase during the nine months ended September 30, 2024 was the result of:
◦Inflows from operating activities amounting to €159.1 million;
◦Outflows from investing activities of €59.2 million. This was mainly as a result of further investment in tangible and intangible assets of €63.6 million, predominantly due to the capitalization of expenditure on software, issuance of a loan to Apricot Investments Limited of €10.0 million, deferred consideration paid of €2.5 million relating to the 15 Marketing Limited acquisition and cash paid of €2.0 million for an investment in associate. These outflows were offset in part by €9.2 million of consideration received from the sale of the B2B division of DGC, as well as €9.2 million resulting from receipts of interest and repayment of loans receivable;
◦Outflows from financing activities of €51.9 million, mainly due to dividends paid of €46.1 million and lease payments of €5.7 million; and
◦A gain of €6.7 million as a result of foreign currency fluctuations on foreign cash balances held over this period.

1




Revenue by Geographical Region for the Three Months Ended September 30, 2024 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East150,1711,000151,171
Asia-Pacific5,13928,57733,716
Europe47,01820,37467,392
North America33,796110,997144,793
South/Latin America3,2452,5365,781
Total revenue239,369163,484402,853
 %%%
Africa and Middle East63 %1 %38 %
Asia-Pacific2 %17 %8 %
Europe20 %12 %17 %
North America14 %68 %36 %
South/Latin America1 %2 %1 %

Revenue by Geographical Region for the Three Months Ended September 30, 2023 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East99,381673100,054
Asia-Pacific35,01426,96861,982
Europe34,82319,19754,020
North America33,645100,443134,088
South/Latin America3,5383,2066,744
Total revenue206,401150,487356,888
 %%%
Africa and Middle East48 %0 %28 %
Asia-Pacific17 %18 %17 %
Europe17 %13 %15 %
North America16 %67 %38 %
South/Latin America2 %2 %2 %












2




Revenue by Geographical Region for the Nine Months Ended September 30, 2024 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East442,2012,283444,484
Asia-Pacific19,80585,971105,776
Europe130,93759,623190,560
North America104,408331,369435,777
South/Latin America10,23310,02120,254
Total revenue707,584489,2671,196,851
 %%%
Africa and Middle East62 %0 %37 %
Asia-Pacific3 %18 %9 %
Europe19 %12 %16 %
North America15 %68 %36 %
South/Latin America1 %2 %2 %

Revenue by Geographical Region for the Nine Months Ended September 30, 2023 in € ‘000s:
 
Betway

Spin

Total
Africa and Middle East296,8341,425298,259
Asia-Pacific111,20577,888189,093
Europe105,83161,143166,974
North America108,889292,510401,399
South/Latin America10,8719,60220,473
Total revenue633,630442,5681,076,198
 %%%
Africa and Middle East46 %0 %27 %
Asia-Pacific18 %18 %18 %
Europe17 %14 %16 %
North America17 %66 %37 %
South/Latin America2 %2 %2 %

3



Revenue by product line for the Three Months Ended September 30, 2024 in € ‘000s:
 BetwaySpinTotal
Online casino1
166,878 163,281 330,159 
Sports betting1
67,136 — 67,136 
Brand licensing2
3,653 — 3,653 
Other3
1,702 203 1,905 
Total revenue239,369 163,484 402,853 
Revenue by product line for the Three Months Ended September 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
126,891 150,215 277,106 
Sports betting1
64,566 — 64,566 
Brand licensing2
8,294 — 8,294 
Other3
6,650 272 6,922 
Total revenue206,401 150,487 356,888 
Revenue by product line for the Nine Months Ended September 30, 2024 in € ‘000s:
 BetwaySpinTotal
Online casino1
460,909 488,385 949,294 
Sports betting1
224,485 60 224,545 
Brand licensing2
14,781 — 14,781 
Other3
7,409 822 8,231 
Total revenue707,584 489,267 1,196,851 
Revenue by product line for the Nine Months Ended September 30, 2023 in € ‘000s:
 BetwaySpinTotal
Online casino1
350,711 441,812 792,523 
Sports betting1
240,213 44 240,257 
Brand licensing2
25,441 — 25,441 
Other3
17,265 712 17,977 
Total revenue633,630 442,568 1,076,198 
1 Sports betting and online casino revenues are not within the scope of IFRS 15 ‘Revenue from Contracts with Customers’ and are treated as derivatives under IFRS 9 ‘Financial Instruments’.
2 Brand licensing revenues are within the scope of IFRS 15 ‘Revenue from Contracts with Customers’.
3 Other relates to profit share, royalties and outsource fees from external customers.



4



Non-GAAP Financial Information
This press release includes non-GAAP financial information not presented in accordance with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
EBITDA, Adjusted EBITDA, Adjusted EBITDA, ex-US, Adjusted EBITDA, US and revenue on a constant currency basis are non-GAAP company-specific performance measures that Super Group uses to supplement the Company’s results presented in accordance with IFRS. EBITDA is defined as profit before depreciation, amortization, finance income, finance expense and income tax expense. Adjusted EBITDA is EBITDA adjusted for RSU expense, change in fair value of options, unrealized foreign exchange, gain on disposal of business, impairment of assets, US sportsbook closure, market closure and other adjustments. Adjusted EBITDA, ex-US is Adjusted EBITDA relating to the rest the group, excluding Digital Gaming Corporation ('DGC'). Adjusted EBITDA, US is Adjusted EBITDA relating to the DGC. Constant currency revenue growth is calculated by translating non-Euro performance for 2023 and 2024 using 2023 exchange rates.
Super Group believes that these non-GAAP measures are useful in evaluating the Company’s operating performance as they provide additional perspective on the financial performance of our core business, are similar to measures reported by the Company’s public competitors and are regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects.
Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by IFRS to be recorded in Super Group’s financial statements. In order to compensate for these limitations, management presents non-GAAP financial measures together with IFRS results. Non-GAAP measures should be considered in addition to results and guidance prepared in accordance with IFRS, but should not be considered a substitute for, or superior to, IFRS results.
Reconciliation tables of the most comparable IFRS financial measure to the non-GAAP financial measures used in this press release, other than revenue on a constant currency basis, and supplemental materials are included below. Super Group urges investors to review the reconciliation and not to rely on any single financial measure to evaluate its business. In addition, other companies, including companies in our industry, may calculate similarly named non-GAAP measures differently than we do, which limits their usefulness in comparing our financial results with theirs.
Reconciliation of Profit after taxation to EBITDA and Adjusted EBITDA
for the Three and Nine Months Ended September 30, in € ‘000s:
Three Months Ended September 30Nine Months Ended September 30
2024202320242023
Profit for the period8,464 10,626 48,528 36,262 
Income tax expense14,390 4,748 43,489 25,387 
Finance income(2,345)(2,535)(8,017)(5,800)
Finance expense2,051 695 4,722 1,779 
Depreciation and amortization expense18,822 19,848 60,548 61,603 
EBITDA41,382 33,382 149,270 119,231 
Change in fair value of options— 14,217 12,838 22,495 
RSU expense973 5,803 8,123 14,429 
Unrealized foreign exchange3,047 (907)7,792 3,168 
US Sportsbook closure32,749 — 32,749 — 
Market closure5,414 — 5,834 — 
Gain on disposal of business— — (40,135)— 
Impairment of assets— — 36,775 — 
Other adjustments1
355 9 (1,049)5,370 
Adjusted EBITDA83,920 52,504 212,197 164,693 
Adjusted EBITDA, ex-US95,376 62,826 262,314 203,988 
Adjusted EBITDA, US(11,456)(10,322)(50,117)(39,295)
1 Adjusted EBITDA has been restated for the prior period presented to include other adjustments. Other adjustments in 2023 includes bad debt and SOX implementation fees relating to new acquisitions.
5



Webcast Details
The Company will host a webcast at 8:30 a.m. ET today to discuss the third quarter 2024 financial results. Participants may access the live webcast and supplemental earnings presentation on the events & presentations page of the Super Group Investor Relations website at: https://investors.sghc.com/events-and-presentations/default.aspx.

About Super Group (SGHC) Limited
Super Group (SGHC) Limited is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. Listed on the New York Stock Exchange (NYSE ticker: SGHC), the Group is licensed in multiple jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The Group’s successful sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Super Group has been ranked no. 6 in the EGR Power 50 for the last two years. For more information, visit www.supergroup.com.
Contacts:
Investors:
investors@sghc.com
Media:
media@sghc.com
Source: Super Group


6



Forward-Looking Statements
Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to, Super Group’s intention to pay a possible special dividend, including the expected timing of such dividend, expectations and projections of market opportunity, growth and profitability, and expectations for the remainder of 2024, including ex-US Adjusted EBITDA guidance for the full year 2024.
These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” "possible," “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the ability to implement business plans, forecasts and other expectations, and identify and realize additional opportunities; (ii) changes in the competitive and regulated industries in which Super Group operates; (iii) variations in operating performance across competitors; (iv) changes in laws and regulations affecting Super Group’s business; (v) Super Group’s inability to meet or exceed its financial projections; (vi) changes in general economic conditions; (vii) changes in domestic and foreign business, market, financial, political and legal conditions; (viii) the ability of Super Group’s customers to deposit funds in order to participate in Super Group’s gaming products; (ix) Super Group’s ability, and the ability of Super Group’s key executives, certain employees, significant shareholders or other applicable individuals, to comply with regulatory requirements or successfully obtain a license or permit required in a particular regulated jurisdiction, or maintain, renew or expand existing licenses; (x) the effectiveness of technological solutions Super Group has in place to block customers in certain jurisdictions, including jurisdictions where Super Group’s business is illegal, or which are sanctioned by countries in which Super Group operates from accessing its offerings; (xi) Super Group’s ability to restrict and manage betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; (xii) Super Group's ability to protect or enforce its intellectual property rights, the confidentiality of its trade secrets and confidential information, or the costs involved in protecting or enforcing Super Group’s intellectual property rights and confidential information; (xiii) compliance with applicable data protection and privacy laws in Super Group’s collection, storage and use, including sharing and international transfers, of personal data; (xiv) failures, errors, defects or disruptions in Super Group’s information technology and other systems and platforms; (xv) Super Group’s ability to develop new products, services, and solutions, bring them to market in a timely manner, and make enhancements to its platform; (xvi) Super Group’s ability to maintain and grow its market share, including its ability to enter new markets and acquire and retain paying customers; (xvii) the success, including win or hold rates, of existing and future online betting and gaming products; (xiii) competition within the broader entertainment industry; (xix) Super Group’s reliance on strategic relationships with land based casinos, sports teams, event planners, local licensing partners and advertisers; (xx) events or media coverage relating to, or the popularity of, online betting and gaming industry; (xxi) trading, liability management and pricing risk related to Super Group’s participation in the sports betting and gaming industry; (xxii) accessibility to the services of banks, credit card issuers and payment processing services providers due to the nature of Super Group’s business; (xxiii) the regulatory approvals related to proposed acquisitions and the integration of the acquired businesses; and (xxiv) other risks and uncertainties indicated from time to time for Super Group including those under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on April 25, 2024, and in Super Group’s other filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in other documents filed or that may be filed by Super Group from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Super Group assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Super Group does not give any assurance that it will achieve its expectations.


7



Super Group (SGHC) Limited
Unaudited Consolidated Statements of Profit or Loss and Other Comprehensive Income
for the Three and Nine Months Ended September 30, 2024 and 2023
(€ in '000s, except for shares and profit per share)
Three Months Ended September 30
Nine Months Ended
September 30
2024
2023
20242023
Revenue402,853 356,888 1,196,851 1,076,198 
Direct and marketing expenses(320,474)(270,839)(923,601)(823,879)
General and administrative expenses(41,367)(38,810)(119,335)(113,262)
Other operating income95 360 4,407 2,669 
Gain on disposal of business— — 40,135 — 
Depreciation and amortization expense(18,822)(19,848)(60,548)(61,603)
Impairment of assets— — (36,775)— 
Finance income2,345 2,535 8,017 5,800 
Finance expense(2,051)(695)(4,722)(1,779)
Change in fair value of options— (14,217)(12,838)(22,495)
Share of post-tax profit of equity accounted associate275 — 426 — 
Profit before taxation22,854 15,374 92,017 61,649 
Income tax expense(14,390)(4,748)(43,489)(25,387)
Profit for the period8,464 10,626 48,528 36,262 
Profit / (loss) for the period attributable to:
Owners of the parent8,360 9,876 48,650 34,050 
Non-controlling interest104 750 (122)2,212 
8,464 10,626 48,528 36,262 
Other comprehensive income items that may be reclassified subsequently to profit
Foreign currency translation3,556 5,251 19,211 4,459 
Other comprehensive income for the period3,556 5,251 19,211 4,459 
Total comprehensive profit for the period12,020 15,877 67,739 40,721 
Total comprehensive profit / (loss) for the period attributable to:
Owners of the parent11,916 15,127 67,861 38,509 
Non-controlling interest104 750 (122)2,212 
12,020 15,877 67,739 40,721 
Weighted average shares outstanding, basic502,015,727 498,360,431 501,345,672 498,336,881 
Weighted average shares outstanding, diluted504,156,731 500,333,127 503,001,771 500,478,521 
Profit per share, basic (cents)
1.67 1.98 9.70 6.83 
Profit per share, diluted (cents)
1.66 1.97 9.67 6.80 




8



Super Group (SGHC) Limited
Consolidated Statements of Financial Position
as at September 30, 2024 and December 31, 2023
(€ in '000s)
 
Unaudited
2024
2023
ASSETS
Non‐current assets
Intangible assets163,965 193,395 
Goodwill89,458 94,915 
Property, plant and equipment16,742 17,406 
Right-of-use assets65,998 24,866 
Deferred tax assets43,150 36,703 
Regulatory deposits12,923 11,951 
Loans receivable48 89,090 
Investment in associate2,579 — 
Financial assets, including derivative452 174 
Prepayment for sportsbook software1
102,437 — 
497,752 468,500 
Current assets  
Trade and other receivables142,874 154,615 
Loans receivable5,093 6,719 
Income tax receivables380 12,535 
Restricted cash37,910 38,287 
Cash and cash equivalents296,626 241,923 
Assets held for sale— 38,292 
 482,883 492,371 
TOTAL ASSETS980,635 960,871 
  
Non-current liabilities  
Lease liabilities64,997 23,919 
Deferred tax liability2,258 4,684 
Derivative financial instruments2,058 2,056 
Provisions1,078 — 
Contingent consideration— 322 
 70,391 30,981 
Current liabilities  
Lease liabilities5,320 5,226 
Interest-bearing loans and borrowings32 87 
Deferred and contingent consideration338 2,392 
Trade and other payables241,672 195,392 
Customer liabilities57,072 67,592 
Provisions6,987 44,826 
Income tax payables30,913 25,840 
Derivative liability associated with assets held for sale— 42,600 
Liabilities associated with assets held for sale— 7,140 
 342,334 391,095 
TOTAL LIABILITIES412,725 422,076 
EQUITY  
Issued capital289,753 289,753 
Treasury shares(2,632)(2,632)
Accumulated other comprehensive profit / (deficit)11,788 (7,424)
Retained profit250,668 240,618 
Equity attributable to owners of the parent549,577 520,315 
Non-controlling interest18,333 18,480 
SHAREHOLDERS' EQUITY567,910 538,795 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY980,635 960,871 
1 The Prepayment for sportsbook software relates to a reclassification of the loan receivable from Apricot Investments Limited. This reclassification has been made to reflect the latest position with regards to the proposed acquisition of the Sportsbook Technology Platform.
9

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