Betclic Everest Group S.A.S. launches offering of Senior Secured Notes

 Paris, France – January 19, 2026. Betclic Everest Group S.A.S., a société par actions simplifiée organized under the laws of France (the “Issuer,” and together with its subsidiaries, “Betclic”), today announced the launch of an offering of €750.0 million in aggregate principal amount of Senior Secured Notes due 2031 (the “Notes”). If completed, the proceeds from the offering of the Notes will be used by Betclic, together with borrowings under a new term loan B, rollover equity and cash on balance sheet, to (i) acquire 100% of the share capital of Tipico Group Limited (the “Acquisition”), (ii) refinance certain existing indebtedness of Tipico Group Limited and (iii) pay certain costs, fees and expenses incurred, among others, in connection with the Acquisition. 

The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the “EEA”) or of the United Kingdom, not to a retail investor. 

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This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of the Notes described in this announcement and any related guarantees (together, the “Securities”) has not been and will not be registered under the Securities Act, and accordingly any offer or sale of the Securities may be made only in a transaction exempt from the registration requirements of the Securities Act. 

It may be unlawful to distribute this announcement in certain jurisdictions. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not for distribution in Canada, Japan or Australia. The information in this announcement does not constitute an offer of securities for sale in Canada, Japan or Australia. 

This announcement may include forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “project,” “should,” “will” or “would” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts and include statements regarding Betclic’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, Betclic’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy and the industries in which they operate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Many factors may cause Betclic’s or its affiliates’ actual results of operations, financial condition, liquidity and the development of the industries in which they operate to differ materially from those contained in or suggested by the forward-looking statements contained in this announcement. In addition, even if Betclic’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. 

This announcement has been prepared on the basis that any offer of Securities in any Member State (each, a “Member State”) of the European Economic Area (“EEA”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”), as implemented in that Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Member State of the Securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Betclic or the initial purchasers of the Securities to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither Betclic nor the initial purchasers of the Securities have authorized, nor do they authorize, the making of any offer of the Securities in circumstances in which an obligation arises for Betclic or the initial purchasers of the Securities to publish or supplement a prospectus for such offer. 

If an investor is a resident of a member state of the EEA, this document is addressed only to investors that are not retail investors and the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling such debt securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 

This announcement has been prepared on the basis that any offer of Securities in the United Kingdom will be made pursuant to an exemption under the Financial Services and Markets Act 2000 (the “FSMA”) and the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”) from the requirement to produce a prospectus for offers of securities. Accordingly any person making or intending to make any offer in the United Kingdom of the Securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Betclic or the initial purchasers of the Securities to publish a prospectus pursuant to Article 3 of the POATRs or section 85 of the FSMA, in each case, in relation to such offer. Neither Betclic nor the initial purchasers of the Securities have authorized, nor do they authorize, the making of any offer of the Securities in circumstances in which an obligation arises for Betclic or the initial purchasers of the Securities to publish or supplement a prospectus for such offer. 

If an investor is a resident of the United Kingdom, this document is addressed only to investors that are not retail investors and the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is neither (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling such debt securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. 

Promotion of the Notes in the United Kingdom is restricted by the FSMA, and accordingly the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. 

MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA. UK MiFIR professionals/ECPs-only/No UK PRIIPs KID – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as not available to retail in UK. 

Neither the content of Betclic’s website nor any website accessible by hyperlinks on Betclic’s website is incorporated in, or forms part of, this announcement. 

No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.