Allwyn International Q3 2023 Condensed Consolidated Interim Financial Statements and MD&A

Report for the period ended 30 September 2023

Management’s discussion and analysis of financial condition and results of operations for the three months ended 30 September 2023

  (December 13, 2023) — The financial and operating information contained in this “Management’s discussion and analysis of financial condition and results of operations” (“MD&A”) comprises information of Allwyn International a.s. (“Allwyn International” or the “Company” and, together with its subsidiaries, joint ventures and associates, the “Group”, “Allwyn” or “we”).

You should read the MD&A together with the Group’s Condensed consolidated interim financial statements for the nine months ended 30 September 2023. The Condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

This MD&A contains certain forward-looking statements, which are based on assumptions about the Group’s future business. The Group’s actual results could differ materially from those contained in forward-looking statements as a result of many factors, including, but not limited to, those described under “Forward-Looking Statements”.

1    Significant    transactions    and    developments    during    the   nine   months ended 30 September 2023

1.1        Financing

Partial repayment of Czech Bonds

In January 2023, the bondholders of the Company’s CZK 6bn 5.2% senior secured bonds due 2024 (the “Czech Bonds”) approved their transfer from the Company to Allwyn Financing Czech Republic 2 a.s., a 100%-owned subsidiary of the Company, at a bondholders’ meeting. Bondholders who either voted against the transfer or abstained were eligible to exercise an early repayment option, which was exercised by 51.1% of the total bondholders, representing a nominal value of CZK 3.1 billion (equivalent of €120.6 million). On 24 March 2023, Allwyn Financing Czech Republic 2 a.s. became the issuer of the Czech Bonds instead of the Company.

€1.3 billion bond issuance

In April 2023, the Group issued €665.0 million in aggregate principal amount of 7.250% senior secured notes (“SSNs”) due 2030 and $700.0 million in aggregate principal amount of 7.875% SSNs due 2029. The proceeds were used to (i) redeem in full the €300.0 million in aggregate principal amount outstanding under the 4.125% SSNs due 2024 issued by the Company, (ii) to repay the preferred shares issued by the Company’s parent Allwyn AG, (iii) to repay all outstanding drawings of €180.0 million in aggregate principal amount under the revolving credit facility of the Group, (iv) to pay costs, fees and expenses incurred in connection with the bond offering, and (v) for general corporate purposes.

Out of the $700m 7.875% SSNs due 2029, $600.0 million was swapped to Euro at an interest rate of 7.01% plus credit charges.

Redemption of senior secured notes due 2024

In May 2023, the Company redeemed the full principal amount of its €300.0 million of 4.125% senior secured notes due 2024 at a redemption price of 101.03125% plus accrued interest.

Syndicated bank loan

In February 2023, the Company drew €160.0 million under its €300 million revolving credit facility. In May 2023, the Company repaid all outstanding drawings of €180.0 million in aggregate principal amount under the revolving credit facility. The entire amount of the facility remains available.

In February and March 2023, the Company and its subsidiary Allwyn Entertainment Financing (UK) plc drew €132.6 million from a €152 million amortising term loan and €152 million bullet term loan available under the syndicated bank loan for refinancing of its 2024 maturities. Proceeds were used to repay holders of the Czech Bonds who exercised their put option. The remaining amount of the facility (€170.5 million) remains available.

In March 2023, the Company and its subsidiary Allwyn Entertainment Financing (UK) plc drew £23.7 million (equivalent to €27.4 million) from a £380 million multi-purpose facility available under the syndicated bank loan for business development in the United Kingdom.

In February and March 2023, the Company increased the size of its syndicated bank loan with €335 million of accordion facilities due 2029. In March 2023, the Company drew €250.0 million under these facilities. In June 2023, the Company drew an additional €42.5 million. In August 2023, at the end of its availability period, the Company drew the remaining €42.5 million.

CASAG financing arrangements

In June 2023, Casinos Austria AG made a scheduled repayment of €5.7 million of its syndicated loan. OPAP financing arrangements

In February 2023, OPAP made an early repayment of a €100 million floating rate bank loan due 2024.

In March 2023, OPAP fully repaid a €250 million fixed rate bank loan due 2023 and drew a €250 million fixed rate bank loan due 2026.

In May 2023, OPAP made a scheduled repayment of a €30.0 million of a €200 million fixed rate bank loan due 2027.

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