Super Group (SGHC) 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-263800

PROSPECTUS SUPPLEMENT NO. 1

(to prospectus dated July 14, 2022)

Up to 481,074,588 Ordinary Shares

Up to 11,000,000 Warrants

Super Group (SGHC) Limited

(a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey)

This prospectus supplement no. 1 (this “prospectus supplement”) amends and supplements the prospectus dated July 14, 2022 (as supplemented or amended from time to time, the “Prospectus”) which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-263800). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2022 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ordinary shares and public warrants are listed on the New York Stock Exchange under the symbols “SGHC” and “SGHC WS”, respectively. On August 10, 2022, the closing price of our ordinary shares was $5.66 per share.

Our business and an investment in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page 30 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 11, 2022.

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

August 2022

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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ☐

Super Group (SGHC) Limited

On August 11, 2022, Super Group (SGHC) Limited (the “Company”) issued a press release announcing its financial results for the quarter and six months ended June 30, 2022. A copy of the press release, which includes an unaudited consolidated statement of financial position as of June 30, 2022 and an unaudited consolidated statement of profit or loss for the six months ended June 30, 2022, 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: August 11, 2022	By:	/s/ Neal Menashe
	Name:	Neal Menashe
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 11, 2022.

Exhibit 99.1

Super Group Reports Second Quarter 2022 Financial Results

• Second Quarter 2022 Revenue of €320.8 million

• Profit after tax of €298.6 million for the second quarter of 2022 includes €283.3 million of non-cash fair value gains associated with the mark to market of the warrant and earnout liabilities

• Second Quarter 2022 Adjusted EBITDA of €63.6 million

• Cash and cash equivalents was €220.0 million at June 30, 2022

• Management to host conference call today at 8:30 a.m. ET

New York, NY – August 11, 2022 – 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 second quarter 2022 financial results for its operating subsidiary, SGHC Limited.

Neal Menashe, CEO of Super Group, commented: “The current macro environment may provide near term headwinds but Super Group’s balance sheet remains strong and our business remains fundamentally sound.” Mr. Menashe continued, “By investing in our global business, we continue to focus on organic and strategic growth opportunities in pursuit of long-term sustainable profits.”

Alinda van Wyk, CFO of Super Group stated, “Super Group is a profitable and debt free company with a continuing track record of consistent cash generation. Despite some current challenges, we have increased monthly active users, while focusing on financial discipline to maintain profitability and we continue to invest in the future growth of Super Group.”

Financial Highlights

• Revenue decreased by 10% to €320.8 million for second quarter of 2022 from €355.2 million over the same period in the prior year primarily as a result of a decline in online casino net gaming revenue and brand license fee income, partially offset by an increase in sports betting net gaming revenue. The decrease in casino net gaming revenue was driven by the impact of inflationary factors on disposable income. The prior year quarter casino net gaming revenue also included a positive impact from the global shutdowns during the COVID pandemic. Brand license fee income declined due to renegotiated contract terms. Sports betting net gaming revenue increased due to growth in Africa and Asia-Pacific regions.

• Profit after tax for the second quarter of 2022 was €298.6 million compared to a profit of €63.9million in the same period of the prior year. Profit for the second quarter of 2022 was positively impacted by non-cash adjustments related to the business combination and the listing on January 27, 2022 as follows:

• €219.3 million for fair value gains of earnout liabilities; and

• €64.0 million of fair value gains of warrant liabilities.

• EBITDA, a non-GAAP measure, increased to €319.3 million in the second quarter of 2022 compared to €91.4 million in the same period from the prior year.

• Adjusted EBITDA, which excludes transaction costs, share listing expenses, changes in valuations of warrants and earnout liabilities and associated foreign exchange movements, gains on derivative contracts and bargain purchases, decreased 30% to €63.6 million compared to €90.8 million in the same period from the prior year.

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• Monthly Average Customers for the quarter increased 3% to 2.7 million during the second quarter of 2022 from 2.6 million in the second quarter of 2021.

• Cash and cash equivalents was €220.0 million at June 30, 2022 and €293.8 million at December 31, 2021. The decrease was primarily the result of cash used to redeem shares in connection with closing the business combination, offset in part by cash released from SEAC’s trust account to Super Group upon the closing.

• During the second quarter of 2022, approximately 6.7 million Restricted Stock Units were granted across the employee base and will vest in equal tranches over the next three years on December 31, 2022, 2023 and 2024.

Net Gaming Revenue by Geographical Region for the Three Months Ended June 30:

	2022		2022		2022
	€ ‘000s		€ ‘000s		€ ‘000s
	Betway		Spin		Total
Africa and Middle East		62,914		660		63,574
Asia-Pacific		50,756		26,632		77,388
Europe		28,516		1,993		30,509
North America		32,616		109,513		142,129
South/Latin America		3,893		3,323		7,216
		178,695		142,121		320,816

	%			%			%
Africa and Middle East		35	%		0	%		20	%
Asia-Pacific		28	%		19	%		24	%
Europe		16	%		1	%		10	%
North America		19	%		78	%		44	%
South/Latin America		2	%		2	%		2	%

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	2021		2021		2021
	€ ‘000s		€ ‘000s		€ ‘000s
	Betway		Spin		Total
Africa and Middle East		52,940		1,350		54,290
Asia-Pacific		57,047		22,741		79,788
Europe		35,013		3,870		38,883
North America		36,692		136,346		173,038
South/Latin America		4,014		5,186		9,200
		185,706		169,493		355,199

	%			%			%
Africa and Middle East		29	%		1	%		15	%
Asia-Pacific		31	%		13	%		22	%
Europe		19	%		2	%		11	%
North America		19	%		81	%		49	%
South/Latin America		2	%		3	%		3	%

Net Gaming Revenue by Geographical Region for the Six Months Ended June 30:

	2022		2022		2022
	€ ‘000s		€ ‘000s		€ ‘000s
	Betway		Spin		Total
Africa and Middle East		126,700		1,996		128,696
Asia-Pacific		105,410		50,620		156,030
Europe		58,708		4,520		63,228
North America		67,679		225,498		293,177
South/Latin America		7,178		6,986		14,164
		365,675		289,620		655,295

	%			%			%
Africa and Middle East		35	%		1	%		20	%
Asia-Pacific		29	%		17	%		24	%
Europe		16	%		2	%		10	%
North America		18	%		78	%		44	%
South/Latin America		2	%		2	%		2	%

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	2021		2021		2021
	€ ‘000s		€ ‘000s		€ ‘000s
	Betway		Spin		Total
Africa and Middle East		87,521		3,269		90,790
Asia-Pacific		111,469		45,436		156,905
Europe		70,014		12,018		82,032
North America		67,246		255,347		322,593
South/Latin America		6,250		8,440		14,690
		342,500		324,510		667,010

	%			%			%
Africa and Middle East		26	%		1	%		14	%
Asia-Pacific		33	%		14	%		24	%
Europe		20	%		4	%		12	%
North America		19	%		78	%		48	%
South/Latin America		2	%		3	%		2	%

Net Gaming Revenue by Product for the Three Months Ended June 30:

	Betway		Spin			Total
	2022		2022			2022
	€ ‘000s		€ ‘000s			€ ‘000s
Online casino1		62,139		142,174			204,313
Sports betting1		110,740		(53	)		110,687
Brand licensing2		5,766		—			5,766
Other3		50		—			50
Total Group revenue		178,695		142,121			320,816

	Betway		Spin		Total
	2021		2021		2021
	€ ‘000s		€ ‘000s		€ ‘000s
Online casino1		63,202		168,921		232,123
Sports betting1		104,626		572		105,198
Brand licensing2		17,482		—		17,482
Other3		396		—		396
Total Group revenue		185,706		169,493		355,199

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Net Gaming Revenue by Product for the Six Months Ended June 30:

	Betway		Spin		Total
	2022		2022		2022
	€ ‘000s		€ ‘000s		€ ‘000s
Online casino1		119,595		289,220		408,815
Sports betting1		219,777		400		220,177
Brand licensing2		25,656		—		25,656
Other3		647		—		647
Total Group revenue		365,675		289,620		655,295

	Betway		Spin		Total
	2021		2021		2021
	€ ‘000s		€ ‘000s		€ ‘000s
Online casino1		123,630		322,290		445,920
Sports betting1		184,235		939		185,174
Brand licensing2		34,635		136		34,771
Other3		—		1,145		1,145
Total Group revenue		342,500		324,510		667,010

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 rebates received from external processors.

Reorganization Timeline

Over the last three years, the business conducted a restructuring by combining existing, stand-alone companies into the newly formed Super Group.

SGHC Limited was formed on July 6, 2020.

The following transactions took place during 2021 and 2022 as part of the reorganization:

• January 11, 2021 - Raging River Trading was deemed to have been acquired.

• April 9, 2021 - Webhost, Partner Media and Buffalo Partners were acquired.

• April 14, 2021 - DigiProc Consolidated was acquired.

• April 16, 2021 – Digiprocessing (Mauritius) was acquired.

• April 19, 2021 - Raichu Investments was acquired.

• September 2, 2021 - SGHC purchased 100% of the outstanding shares of Smart Business Solutions S.A.

• December 1, 2021 - SGHC purchased 100% of the outstanding shares in Haber Investments, and Red Interactive.

• January 27, 2022 - Business combination with SEAC.

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Non-GAAP Financial Information

This press release includes non-GAAP financial information not presented in accordance with the International Financial Reporting Standards (“IFRS”).

EBITDA and Adjusted EBITDA 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, financial income, financial expense and income tax expense/credit. Adjusted EBITDA is defined as EBITDA less gain on derivative contracts and gain on bargain purchase plus transaction costs, share listing expense, fair value adjustments on warrant liabilities and earnout liabilities and associated foreign exchange movements, and the expense for a once off award of Restricted Stock Units.

Super Group believes that these non-GAAP measures are useful in evaluating the Company’s operating performance as they 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 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.

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Reconciliation of Profit to Adjusted EBITDA for:

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	€ ‘000s			€ ‘000s			€ ‘000s			€ ‘000s
Profit for the period		298,561			63,912			135,337			102,487
Income tax expense		5,623			3,091			14,582			6,011
Finance income		(352	)		(350	)		(665	)		(688	)
Finance expense		314			2,876			663			5,755
Depreciation and amortization expense		15,175			21,873			31,169			41,981
EBITDA		319,321			91,402			181,086			155,546
Transaction fees		207			—			21,611			—
Gain on derivative contracts		—			—			(1,712	)		—
Share based payment expense		—			—			126,252			—
Foreign exchange loss on revaluation of warrants and earnouts		24,029			—			24,029			—
Change in fair value of warrant liability		(63,988	)		—			(34,614	)		—
Change in fair value of earnout liability		(219,321	)		—			(194,936	)		—
RSU expense		3,376			—			3,376			—
Gain on bargain purchase		—			(614	)		—			(10,661	)
Adjusted EBITDA		63,624			90,788			125,092			144,885

Webcast Details

The Company will host a webcast at 8:30 a.m. ET today to discuss the second quarter 2022 financial results. For ease of year-over-year comparison and analysis the Company may discuss pro-forma consolidated results, including Adjusted EBITDA, which pro-forma results are included in the Q2 2022 Earnings Review presentation posted on Investor Relations section of SGHC.com.

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. The group is licensed in multiple jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience. For more information, visit www.sghc.com.

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Contacts:

Investors:

investors@sghc.com

Media:

media@sghc.com

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, expectations and timing related to market entries and expansion, projections of market opportunity, growth and profitability expected growth of Super Group’s customer base, expansion into new markets.

These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “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) the ability to maintain the listing of Super Group’s securities on a national securities exchange; (iii) changes in the competitive and regulated industries in which Super Group operates; (iv) variations in operating performance across competitors; (v) changes in laws and regulations affecting Super Group’s business; (vi) Super Group’s inability to meet or exceed its financial projections; (vii) changes in general economic conditions, including as a result of the COVID-19 pandemic; (viii) changes in domestic and foreign business, market, financial, political and legal conditions; (ix) future global, regional or local economic and market conditions affecting the sports betting and gaming industry; (x) changes in existing laws and regulations, or their interpretation or enforcement, or the regulatory climate with respect to the sports betting and gaming industry; (xi) the ability of Super Group’s customers to deposit funds in order to participate in Super Group’s gaming products; (xii) compliance with regulatory requirements in a particular regulated jurisdiction, or Super Group’s ability to successfully obtain a license or permit applied for in a particular regulated jurisdiction, or maintain, renew or expand existing licenses; (xiii) the 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; (xiv) 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; (xv) the ability by Super Group’s key executives, certain employees or other individuals related to the business, including significant shareholders, to obtain the necessary licenses or comply with individual regulatory obligations in certain jurisdictions; (xvi) protection or enforcement of Super Group’s 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; (xvii) compliance with applicable data protection and privacy laws in Super Group’s collection, storage and use, including sharing and international transfers, of personal data; (xviii) failures, errors, defects or disruptions in Super Group’s information technology and other systems and platforms; (xix) 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; (xx) Super Group’s ability to maintain and grow its market share, including its ability to enter new markets and acquire and retain paying customers; (xxi) the success, including win or hold rates, of existing and future online betting and gaming products; (xxii) competition within the broader entertainment industry; (xxiii) Super Group’s reliance on strategic

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relationships with land based casinos, sports teams, event planners, local licensing partners and advertisers; (xxiv) events or media coverage relating to, or the popularity of, online betting and gaming industry; (xxv) trading, liability management and pricing risk related to Super Group’s participation in the sports betting and gaming industry; (xxvi) accessibility to the services of banks, credit card issuers and payment processing services providers due to the nature of Super Group’s business; (xxvii) the regulatory approvals related to proposed acquisitions and the integration of the acquired businesses; and (xxviii) 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 20, 2022, 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.

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SGHC Limited

Consolidated Statements of Profit or Loss and Other Comprehensive Income

for the periods ended June 30, 2022 and June 30, 2021

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	€ ‘000s			€ ‘000s			€ ‘000s			€ ‘000s
Revenue		320,816			355,199			655,295			667,010
Direct and Marketing Expenses		(225,700	)		(233,703	)		(466,417	)		(448,062	)
General and Administration Expenses		(37,754	)		(35,442	)		(72,455	)		(79,060	)
Other Operating Income		2,886			4,734			5,293			4,997
Transaction fees		(207	)		—			(21,611	)		—
Depreciation and Amortization Expense		(15,175	)		(21,873	)		(31,169	)		(41,981	)
Profit from Operations		44,866			68,915			68,936			102,904
Finance Income		352			350			665			688
Finance Expense		(314	)		(2,876	)		(663	)		(5,755	)
Gain on derivative contracts		—			—			1,712			—
Fx on revaluation of warrants and earnouts		(24,029	)		—			(24,029	)		—
Share based payment expense		—			—			(126,252	)		—
Change in fair value of warrant liability		63,988			—			34,614			—
Change in fair value of earnout liability		219,321			—			194,936			—
Gain on bargain purchase		—			614			—			10,661
Profit Before Taxation		304,184			67,003			149,919			108,498
Income Tax Expense		(5,623	)		(3,091	)		(14,582	)		(6,011	)
Profit for the period		298,561			63,912			135,337			102,487
Profit for the period attributable to owners of the parent Other comprehensive (loss)/income		298,561			63,912			135,337			102,487
Items that may be reclassified subsequently to profit or loss
Foreign currency translation		(3,492	)		(697	)		(2,375	)		(171	)
Other comprehensive (loss)/income for the period		(3,492	)		(697	)		(2,375	)		(171	)
Total comprehensive loss for the period attributable to owners of the parent		295,069			63,215			132,962			102,316
Weighted average shares outstanding, basic		490,197,468			460,476,661			489,266,292			462,979,116
Earnings per share, basic		0.60			0.14			0.27			0.22

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SGHC Limited

Consolidated Statements of Financial Position

as at June 30, 2022 and December 31, 2021

	2022			2021
	June			December
	€ ‘000s			€ ‘000s
ASSETS
Non-current assets
Goodwill		24,982			25,023
Intangible assets		159,715			172,954
Property, plant and equipment		12,926			12,498
Right-of-use assets		13,142			14,541
Deferred tax assets		30,859			24,108
Regulatory deposits		9,132			8,594
Loans receivable		11,179			25,516
Financial asset		1,687			1,686
		263,622			284,920
Current assets
Trade and other receivables		156,618			169,252
Income tax receivables		33,923			35,806
Restricted cash		109,365			60,296
Cash and cash equivalents		220,020			293,798
		519,926			559,152
TOTAL ASSETS		783,548			844,072
LIABILITIES
Non-current liabilities
Lease liabilities		9,939			10,896
Interest-bearing loans and borrowings		—			764
Deferred tax liability		8,666			9,248
		18,605			20,908
Current liabilities
Warrant Liability		17,418			—
Earnout Liability		73,798			—
Lease liabilities		4,918			5,353
Deferred consideration		—			13,200
Interest-bearing loans and borrowings		1,233			3,008
Trade and other payables		124,678			147,353
Customer liabilities		49,498			51,959
Provisions		48,162			47,715
Income tax payables		42,134			40,524
		361,839			309,112
TOTAL LIABILITIES		380,444			330,020
EQUITY
Issued capital		273,435			269,338
Earnout reserve		(249,955	)		—
Foreign exchange reserve		(4,469	)		(2,094	)
Accumulated profit		384,093			246,808
		403,104			514,052
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		783,548			844,072

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SGHC Limited

Consolidated Statements of Cash Flows

for the Six months ended June 30, 2022 and June 30, 2021

	2022			2021
	€ ‘000s			€ ‘000s
Cash flows from operating activities
Profit for the period		135,337			102,487
Add back:
Income tax expense		14,582			6,011
Profit on disposal of assets		—			(3,093	)
Change in fair value of warrant liability		(34,614	)		—
Change in fair value of earnout liability		(194,936	)		—
Fx on revaluation of warrants and earnouts		24,029			—
Share based payment expense		126,252			—
Depreciation of property, plant and equipment		2,704			1,398
RSU expense		3,376			—
Gain on bargain purchase		—			(10,661	)
Amortization of right-of-use assets		2,379			1,223
Amortization of intangible assets		26,087			39,360
Increase in provisions		257			1,895
Finance income		(665	)		(688	)
Finance expense		473			5,755
Unrealized foreign currency gain		(11,857	)		(526	)
Changes in working capital:
Decrease in trade and other receivables		12,825			29,210
Decrease in trade and other payables		(46,028	)		(26,733	)
Increase in customer liabilities		(2,461	)		3,335
Change in restricted cash		(7,621	)		(9,087	)
Cash from operating activities		50,119			139,886
Dividends tax paid		(5,569	)		—
Corporation tax rebates received		1,846			—
Corporation tax paid		(13,781	)		(9,746	)
Net cash flows from operating activities		32,615			130,140
Cash flows from investing activities
Cash received in interest		519			464
Acquisition/disposals of intangible assets		(12,762	)		—
Acquisition of property, plant and equipment		(2,740	)		(1,334	)
Acquisition of businesses, net of cash acquired		—			5,151
Cash used in financial assets		—			(848	)
Restricted cash guarantee		(41,448	)		—
Receipts from loans receivable		18,485			—
Issuance of loans receivable		(3,749	)		(25	)
Receipt of repayment of loans and borrowings		—			34,449
Cash used in regulatory deposits		(538	)		(5,650	)
Net cash flows from/(used in) from investing activities		(42,233	)		32,207
Cash flows from/(used in) financing activities
Shares repurchased		(222,345	)		(10,731	)
Proceeds from shares issued net of transaction costs		(1,487	)		—
Cash paid for deferred consideration		(13,200	)		(2,089	)
Proceeds from shares issued		172,119			3,570
Repayment of interest-bearing loans and borrowings		(4,761	)		(16,815	)
Repayment of lease liabilities - interest		(468	)		(205	)
Repayment of lease liabilities - principal		(2,573	)		(2,566	)
Net cash flows used in financing activities		(72,715	)		(28,836	)
(Decrease)/increase in cash and cash equivalents		(82,333	)		133,511
Cash and cash equivalents at beginning of the period		293,798			138,540
Effects of exchange rate fluctuations on cash held		8,555			(225	)
Cash and cash equivalents at end of the period		220,020			271,826

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