Annual Report 2023
Transforming
our
game
1
Overview
8
Strategic report
88 Governance
140 Financial statements
Introduction
01
02 We are Entain
06
Investment proposition
08 Chairman’s introduction
12 Chief Executive’s Review
18
The industry in which
we operate
20 How we create value
23 Our strategic framework
38 Regulatory update
40 Sustainability
42 ESG Governance
44 Safer betting and gaming
46 Secure and trusted
48
50
platform
Working environment
Positively impact our
communities
88 Chairman’s Governance
141 Independent Auditor’s
Overview
Report
89 Board of Directors
92 Governance framework
98 Board Activities during
2023
101 People & Governance
Committee Report
104 Audit Committee Report
110 Sustainability &
Compliance Committee
Report
113 Directors’ Remuneration
Report
160 Consolidated income
statement
161 Consolidated statement of
comprehensive income
162 Consolidated balance
sheet
163 Consolidated statement of
changes in equity
164 Consolidated statement of
cash flows
165 Notes to the consolidated
financial statements
138 Directors’ Report
215 Company income
53 ESG KPIs
56 TCFD Statement
64
Engaging with
stakeholders
Chief Financial Officer’s
Review
68
79 ERM and Principal Risks
87 Viability Statement
statement
216 Company balance sheet
217 Company statement of
changes in equity
218 Notes to the Company
financial statements
223 Glossary
224 Shareholder information
225 Corporate information
Strategic and operational highlights
Financial highlights
Refreshed corporate strategy, focusing on
three strategic objectives (Drive Organic
Growth; Expand online margins; Empower
growth in US) to deliver value for our
shareholders as the next phase of our
transformation
Further expansion into regulated markets
with leading market positions; expansion
into Poland with acquisition of STS
Holdings and partnership with TAB NZ
providing unique access to New Zealand
sports betting market
Enhancement of in-house content and
capabilities with acquisition of 365Scores
and Angstrom Sports
Group Revenue
Online Net Gaming Revenue
£4.8bn
+11% 2022: £4.3bn
£3.4bn
+12% 2022: £3.1bn
BetMGM Net Gaming Revenue1
Group Underlying EBITDA2
$2.0bn
+36% 2022: $1.4bn
£1,008m
+1% 2022: £993.0m
Loss after Tax from Continuing
Operations
Adjusted Net Debt
Strong performance of BetMGM boosted
by product and tech enhancements
including Single Account Single Wallet in
27 markets
£879m
2022: profit of £33m
Only global operator with 100% revenue
from regulated or regulating markets
Profit after Tax from
Continuing Operations before
Separately Disclosed Items
Launch of new sustainability strategy
including an updated regulatory and safer
gaming charter
£339m
2022: £224m
£3.3bn
3.3x (3.1x proforma)
2022: £2.8bn (2.8x)
Adjusted Diluted EPS
44.2p
2022: 60.5p
Entain plc Annual Report 2023
1. Represents NGR from 100% of BetMGM.
2. Underlying EBITDA is earnings before interest, tax, depreciation and amortisation,
share based payments and share of JV income. EBITDA is stated pre-separately
disclosed items.
1
Overview
8
Strategic report
88 Governance
140 Financial statements
At Entain, we’re on a
mission to provide our
customers around the
world with the most
entertaining experiences,
supported by market
leading player protection
across betting & gaming.
Entain plc Annual Report 2023
Entain plc Annual Report 2023
01
We are Entain
Betting and gaming is in our DNA. It’s the purple
thread that drives our evolution, our people, and our
purpose. We’re the brands our players hold in their
hands – and heart.
We only operate in regulated or regulating
betting and gaming markets, which means
we’re focused on delivering a secure and
trusted betting and gaming business for
our stakeholders. Now, we operate in over
30 markets, with leadership positions in
the five largest regulated markets and
two fastest growing – US and Brazil. And,
through our global scale and household
names, we’re focused on leveraging our
skills, talent and capabilities to elevate
our technology and data insights to create
products and experiences like no other.
Entain, today.
Global &
Diversified
portfolio
Leading
Responsible
Operator
Leadership
positions
High Quality
Revenue &
Growth
Largest
sports betting
& gaming
platform
Customer
Focused
130+
130 licences across
>40 territories
40
Territories
worldwide
33
Languages
offered
42
Currencies
accepted
02
Entain plc Annual Report 2023
Our values
This year, we powered up our people
with a new set of values and behaviours.
These new values form the cornerstones
of our culture, unlock the highest
performance of our teams and lay the
foundations for creating incredible
experiences for our customers.
Our new values mean we’re all looking
towards the same future. At Entain, we:
Do What’s Right
We put our customers first and
play a leading part in protecting
our players. We are creating a
work environment where everyone
can be themselves, and act with
integrity all the time. To do what’s
right we must keep ourselves
honest so our people should never
be afraid to speak out if something
feels wrong.
Keep it Simple
We make things easy for our
customers by focusing on them
and their needs. We’re clear on our
goals and who’s accountable for
what, so we all know what success
looks like. We remove complexity
wherever we find it, because we all
perform better that way.
Go Beyond
We stay curious. We need to
learn from our successes AND
from setbacks to push forward.
We surround ourselves with the
best people and we put in the
effort needed to turn ambitions
into reality. We embrace
change because that’s when
progress happens.
Win Together
We have a shared vision for Entain.
We collaborate, break down
barriers and share ideas for the
greater good. We never forget
that we’re on the same side, so we
treat everyone the way we want
to be treated. We’re inspired by
our teammates. We celebrate their
success, because when they win,
we all win together.
1 Overview8 Strategic report88 Governance140 Financial statements
We are Entain
Our divisions
2023 NGR Split
2023 Underlying EBITDA Split1
Online
Retail
Other
71%
29%
–
Online
Retail
Other
75%
25%
–
Online sports wagers
Retail sports wagers
£13.7bn
-3%
2022: £14.1bn
£4.3bn
+12%
2022: £3.9bn
1. New opportunities and Corporate
are excluded as they are negative.
Our leading brands
30+Leading brands
Our commitment
to the game
Our commitment to sustainability
This year, we introduced our new
Sustainability strategy. A strategy that
makes a real positive impact in the
communities in which we work and
play, one that builds trust with wider
society, and ensures we are a leader in
player protection.
We’re continuously building on insights
and have refreshed our strategy
across four pillars that encapsulat the
sustainability issues that are most
important to Entain, our customers,
investors and partners:
Be a leader in player protection: Player
safety is a fundamental building block
of our business and we are proud to
play a leading role across our markets.
Provide a secure and trusted platform:
We lead on integrity in everything
that we do. From having the highest
ethical standards, to only operating
in regulated or regulating markets, to
having an aim of gold standard data
protection, and cybersecurity.
Create the environment for everyone
to do their best work: We attract a
broad and diverse audience from the
inside out.
Positively impact our communities: We
play our role in limiting global warming
to no more than 1.5°C and we create a
positive impact on our communities.
Read more about our sustainability
strategy and commitments in 2023 here.
Our commitment to the customer
1. Customers are the focus of everything
we do.
2. Our purpose is to provide them with
the most entertaining customer
experience supported by market-
leading player protection.
3. We will offer them exciting and
trusted sports betting and gaming
products and services.
4. Listen to and respond to
customer needs.
5. Using our technology platform,
we will continuously innovate to
introduce new products and create a
personalised and localised experience
for each of our customers.
Entain plc Annual Report 2023
03
1 Overview8 Strategic report88 Governance140 Financial statements Our timeline of transformation
Growth through transformative acquisitions
Business alignment to 100% regulated markets
July 2018 – Created BetMGM, 50/50
Joint Venture with MGM Resort
December 2020
– GVC Holdings
renamed Entain plc
February 2016 –
GVC acquisition of
bwin.party
March 2018 – GVC and Ladbrokes
Coral Group completed, creating one
of the largest listed online gaming
businesses in the world
2016
2017
2018
2019
2020
Corporate activity
–February – GVC admitted
to LSE Main Market
04
Entain plc Annual Report 2023
Leadership changes
– February – Barry
Gibson appointed
Group’s Non-
executive Chairman.
– July – Shay Segev
appointed as
CEO, succeeding
Kenneth Alexander.
Corporate activity
– November – new
corporate strategy
announced – project
Sunrise re 100%
regulated markets)
Leadership changes
– January –
Jette Nygaard-
Andersen appointed
as CEO
M&A activity
– March – acquisition of
Enlabs (Baltics)
– March – acquisition of
Bet. pt (Portugal)
– July – acquired
remaining 49%
of Crystalbet
– September – acquisition
of unikrn (esports and
skill- based wagering)
1 Overview8 Strategic report88 Governance140 Financial statements Evolved strategy
August 2022 –
formation of Entain
CEE (venture with
EMMA Capital, to
create a strategic
platform across CEE)
2021
2022
Leadership changes
M&A activity
December 2023 – secured DPA to conclude
HMRC investigation into legacy business
November 2023 – new evolved
3-year plan: organic growth, margin
expansion and US market share.
2023
Leadership changes
– January –
Jette Nygaard-
Andersen appointed
as CEO
M&A activity
– March – acquisition of
Enlabs (Baltics)
– March – acquisition of
Bet. pt (Portugal)
– January – acquisition of
Klondaika (Latvia)
– December – Jette Nygaard-Andersen resigns
as CEO. Stella David becomes Interim CEO
– February – acquisition
of Avid Gaming/Sports
Interaction (Canada)
– March – acquired
Totolotek (Poland)
– November – acquisition
of SuperSport (Croatia)
M&A activity
– January – acquisition of BetCity (Netherlands)
– March – announced partnership with TAB NZ
– June – announced 365 Scores acquisition
– August – completed acquisition of STS
– October – completed acquisition of Angstrom Sports
– July – acquired
remaining 49%
of Crystalbet
– September – acquisition
of unikrn (esports and
skill- based wagering)
Corporate activity
– January – accelerated exits from unregulated market
– June – equity raise
Entain plc Annual Report 2023
05
1 Overview8 Strategic report88 Governance140 Financial statements
Investment proposition
Entain is a leading consumer-focused business
operating in the global betting and gaming
industry which enjoys attractive dynamics and
structural market growth.
Our strong local brands supported by
in-house technology and operational
capabilities, enable leading positions in
regulated markets.
Execution of our focused strategic
objectives of organic growth, margin
expansion and US market share, will
deliver sustainable long term value for
our stakeholders.
Operates in
large and
growing markets
Diversified
regulated
operator
Attractive global industry dynamics
Portfolio optimised for growth and ROI
Structural market drivers
100% regulated or regulating markets
High-single-digit % growth across our markets
Diversified by geography, product & customer
Strong brands underpin leading
market positions
Read more: pages 18-19
Read more: page 26-37
06
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements
Investment proposition
Entain is a differentiated customer-focused business
operating in a global industry with attractive growth
dynamics. We are the most diversified, leader of scale
in our sector, with superior growth embedded across
our business, delivering profitable and sustainable
returns for our stakeholders.
Focused
execution of
strategic targets
Superior
financial
returns
Execution plan
Target revenue growth ahead of our markets
Increased localisation driving engagement &
retention
Operational leverage supports
margin expansion
Disciplined capital allocation
A leader in player protection
Strong operating cash flow & balance sheet
Progressive dividend policy
Read more: pages 23-25
Read more: pages 68-77
Online NGR
Dividend
+12%(CC)
+17.8p
2022: 17p
BetMGM NGR
+36%
Entain plc Annual Report 2023
07
1 Overview8 Strategic report88 Governance140 Financial statements
1
Overview
8
Strategic report
88 Governance
140 Financial statements
Chairman’s introduction
J M Barry Gibson
Chairman
08
Entain plc Annual Report 2023
Entain plc Annual Report 2023
Chairman’s introduction
Reflecting on the last year, I would best describe 2023
as a period of necessary, but ultimately positive,
transition for Entain. We strengthened our revenue
base, enhanced our Board, and delivered a satisfactory
resolution to our previous regulatory issues.
We’ve made significant strategic progress;
lessons have been learned on operational
implementation and we draw to a close a
period overshadowed by the behaviours of
a different era. Entain can now look forward
confidently as a global operator with a
clear and sustainable strategy, supported
by the hard work and commitment of our
31,000 colleagues.
This year the business has:
Delivered Total Group revenue growth of
14%, including our 50% share of BetMGM
Finalised a £585m Deferred Prosecution
Agreement (DPA) to conclude the
HMRC investigation into activities by
the company’s legacy Turkish-facing
business, which was sold in 2017.
Financial performance
During 2023, we delivered Total Group
revenue growth of 14%, with Group Net
Gaming Revenue (NGR), excluding our 50%
share in BetMGM, growing 11%. However,
this was down 2% on a proforma basis
reflecting the operational and regulatory
challenges the organic business faced.
We delivered EBITDA of just over £1bn,
despite sacrificing profits as we re-shaped
the business to focus on regulated markets.
Our balance sheet is robust and while
leverage is above levels we would ideally
like over the longer term, our balance sheet
and available cash is healthy. As a result,
we are continuing with our progressive
dividend with a payment of approximately
£113m for the year.
Accelerated our exit from unregulated
markets, delivering our commitment to
only operate in regulated markets.
Expanded into new regulated
markets, in particular Poland and New
Zealand, whilst withdrawing from less
attractive opportunities.
Refined our operational strategy to
streamline the business, grow revenues
and improve margins, as well as invest
behind our US business to drive market
share gains.
Refocused our leadership under our
Interim Chief Executive, Stella David, and
added new expertise to our Board.
Led by example in our commitment
to safer gambling and player
protection and won recognition for
our positive contribution to corporate
social responsibility.
Deferred Prosecution agreement
December’s Deferred Prosecution
Agreement with the Crown Prosecution
Service was important in drawing a much-
needed line under legacy GVC issues.
Confronting these challenges was never
going to be easy, but we can be proud of
the positives – particularly the recognition
of Entain’s extensive co-operation, the
“wholesale changes” within our business
and above all, the acknowledgement
that “the company in its current form is
effectively a different entity”.
Those welcome comments on Entain
and our transformation reflect our
commitment to operate only in markets
that are regulated or have a clear
pathway to regulation. We are proud
of that commitment to deliver higher
quality and more sustainable revenues
in the future despite forgoing around
Entain plc Annual Report 2023
09
1 Overview8 Strategic report88 Governance140 Financial statements Chairman’s introduction
Over time the wider benefits of regulation
will far outweigh the short-term financial
cost of market exits. I’m confident that
because of our strategic decisions, we are
now firmly on the right road to deliver the
enhanced value our shareholders and other
stakeholders deserve and expect.
Strategic focus on regulated
growth markets
Having gone through a period of re-focusing
our portfolio, we are now the most diversified
operator of scale in our sector working
exclusively in regulated or regulating markets.
While M&A activity will be much slower going
forward as our focus shifts to organic growth,
we made some key strategic transactions for
the business in 2023.
£100 million of EBITDA from those 140 +
unregulated markets that we have now
exited. In our industry we must embrace
regulation, it’s the right thing for our
customers and it’s the right thing for our
stakeholders. Good regulation, properly
implemented and well enforced, is good
for our business. It improves visibility and
stability of earnings, and means that the
most credible, respected and responsible
operators can engage with customers.
We work constructively with industry
bodies and regulators around the globe to
ensure that wherever we can we influence
the development and implementation
of better regulation and its application.
We are continuing to cooperate fully with
AUSTRAC in relation to their investigation
into our Australian business, which
commenced in September 2022 and
remains ongoing.
10
Entain plc Annual Report 2023
Geographically, we embedded our footprint
in Central and Eastern Europe in 2023
with Entain CEE’s acquisition of STS, the
leading sports-betting operator in Poland.
Following our acquisition of SuperSport in
Croatia during 2022, STS further consolidates
our position across the region, with a
regulated betting market which is expected to
continue to grow rapidly in the years ahead.
Similarly, our 25-year partnership with TAB
NZ, secured Entain’s position as the sole
licensed operator with access to the very
attractive New Zealand market.
We also enhanced our technology and
product capabilities in the US market with
the acquisition of Angstrom Sports, which
will provide an unrivalled experience for our
customers in the U.S., the most important
and fast-growing new regulated market in
the world. Additionally, bringing 365scores,
one of the world’s leading scores and sports
media companies into our group, supports
our ambitions of improving the customer
experience and broadening our pathways to
growing our customer audiences.
Driving operational focus
In our rapidly consolidating global industry,
acquisitions have been important in
cementing the strategy of our business
and securing leading positions in attractive
regulated markets. As we look forward, in
November we revised our strategic targets,
outlining our plans to drive organic growth
expand our EBITDA margins to 28% by 2028
and deliver on our market share ambitions in
the US. We cannot be complacent and must
recognise that we have to deliver operational
excellence on time, every time and our
management are focused on delivering a
stronger performance in the coming year.
Looking forward we have many opportunities
to improve our performance. Most importantly
we must better leverage the benefits of
our scale whilst being agile to fine tune our
offering to customers and to respond to
changing markets. In the US we’re more
excited than ever about the prospects for
BetMGM and are working with our partners
in MGM to drive our market share to at least
20%. The recent introduction of a new single
wallet capability, new apps and games are
just the beginning of improvements we have
been working hard to deliver and they are
already demonstrating great improvements
for our customers.
1 Overview8 Strategic report88 Governance140 Financial statements Chairman’s introduction
Amidst all the change, another thing that will
never falter is our commitment to investment
in people and making a positive contribution
to the communities in which we operate,
such as through our Entain Foundation.
The Entain Team
Suffice to say any business as complex and
geographically spread as ours has to rely
on a committed team of highly talented
individuals. During this last year we have
benefited from over 30,000 people working
every day to deliver better service and
results. On behalf of the Board, I would
like to thank each and every one of our
colleagues for the hard work, loyalty and
enthusiasm they have shown.
Note
1. Underlying EBITDA is earnings before interest, tax,
depreciation and amortisation, share based payments
and share of JV income. EBITDA is stated pre-
separately disclosed items.
2024 Ricky Sandler, the Chief Executive
of our shareholder Eminence Capital, was
also appointed to our Board and to our new
Capital Allocation Committee. Ricky knows
our business extremely well and his focus will
be on generating value for all shareholders.
Nobody has a monopoly on wisdom and as
Chairman I believe Entain will benefit from
the fresh perspectives and constructive
challenge that both Ricky and Amanda
bring. We anticipate further Non-Executive
Director appointments over the coming
weeks and recognise that we need to re-
balance the board’s gender balance following
recent changes.
Pierre Bouchut has also become our
Senior Independent Director and Virginia
McDowell has been appointed as Chair of the
Remuneration Committee. I am chairing the
People and Governance Committee together
with our new Capital Allocation Committee,
which has a clear mandate to ensure a
disciplined return on investment from the
markets and products we choose to prioritise.
Importantly it underlines our firm commitment
to deliver shareholder value.
Safer gambling and
community engagement
Even though Entain has seen much
transition as a business this year, player
protection remains vital. We continue to
ensure we provide an environment that
is as safe as possible for our customers.
We care about our customers, and we want
them to enjoy their experience, which is why
we developed our Advanced Responsibility
and Care programme to provide an invisible
safety net. ARC has already delivered 1m
proactive interactions, and protected 400k
unique customers from harmful play.
We must better
leverage the benefits of
our scale whilst being
agile to fine tune our
offering to customers
and to respond to
changing markets.”
Our newly formed capital allocation
committee has begun reviewing Entain’s
markets with the goal of maximizing
shareholder value of the portfolio. This will
help the company to effectively manage
its balance sheet as well as be in a
position to make further investments in
growth opportunities.
Fresh perspectives and leadership
I’d like to thank Jette Nygaard-Andersen
for her hard work leading the business for
nearly three years. Having taken the reins
amid the Covid pandemic, she set in place
the foundations of our regulated markets
strategy, executing our portfolio re-shaping
and leading significant acquisitions as
well as enhancing our management team.
Jette offered leadership at a time of great
change and challenge for our business.
The conclusion of the HMRC investigation
through the DPA and our revised strategy
provided a natural transition point.
The Board was pleased to be able to call on
Stella David to take on the Chief Executive
Officer role on an interim basis. Stella knows
the business extremely well and as an
experienced leader with a strong track
record across many fields, she is well placed
to drive operational delivery while we seek
a permanent Chief Executive Officer – a
process that is well advanced.
Alongside refreshed leadership, we have also
brought fresh experience to the wider board.
We welcomed Amanda Brown as a new
Non-Executive Director and Remuneration
Committee member in November.
Amanda brings extensive commercial and
Human resource experience to us. In January
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
8
Strategic report
88 Governance
140 Financial statements
Chief Executive’s Review
Stella David
Interim Chief Executive Officer
12
12
Entain plc Annual Report 2023
Entain plc Annual Report 2023
Chief Executive’s Review
Dear Shareholder
Entain is a leading sports betting and gaming
business, operating in a global industry with
attractive dynamics and structural growth. We are
the most diversified leader of scale in our sector,
only operating in regulated or regulating markets.
Our strong brands, leading market positions and
increasingly localised offering are supported by in-
house technology and product capabilities.
The Group’s strategy is focused on
delivering the most entertaining customer
experience supported by market leading-
player protection to deliver quality
growth and sustainable returns for
our shareholders.
While 2023 presented many challenges
and our performance in some of our
markets was behind our expectations,
overall we made good strategic progress.
We re-shaped our geographic footprint
enabling us to focus on leadership positions
in regulated or regulating markets,
broadened our customer engagement
and continued to implement leading
player safety measures. We also secured
a conclusion to a material overhanging
legacy issue.
Reflecting the significant progress made
in re-focusing our business, in November
2023 we revised our strategic ambitions,
focusing on key objectives and priorities
for the next three years that will drive
shareholder value.
One of these changes has been leadership.
I have been on Entain’s board as Senior
Independent Director since March 2021
and was honoured to accept the role of
Interim CEO. Although my appointment is
on an interim basis, the business will not be
treading water. We have clear targets to
deliver. I will focus on driving the execution
of our revised strategic priorities until the
appointment of a new, permanent, CEO.
Performance in 2023
During 2023, we achieved total revenue
growth of 14%, including our 50% share
in BetMGM, in spite of operational and
regulatory challenges. We expanded into
the regulated markets of Croatia, Poland
and New Zealand as well as adding to
our capabilities with the acquisitions of
365Scores and Angstrom.
Entain’s operations now span over
30 regulated or regulating territories,
with established brands supporting
leading positions in many of our markets.
Regulation remains an over-arching
factor in our industry and for the
Group’s performance. Clear regulatory
frameworks that are appropriate and
well enforced, are positive for us and our
customers. However, in the short term,
they can create headwinds as significant
changes are put in place and uneven
implementation can occur ahead of
consistent enforcement.
During 2023, we managed regulatory
change in a number of our larger markets,
impacting headline organic performance.
The most notable being our implementation
of ever-tightening UK affordability
measures and the persistent lack of
impactful regulatory oversight in Germany.
We estimate the aggregate of regulatory
impacts was a negative 6ppt headwind
to Online NGR performance in 2023.
As a result, proforma3 organic Online NGR
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statements Chief Executive’s Review
was down 3%cc2 versus the prior year,
whilst proforma3 Retail NGR grew 2%cc2.
Total Group NGR, including our 50% share
of BetMGM was up 14% and up 2%cc2 on a
proforma3 basis.
We also continued to improve the
sustainability of our business, ensuring
more diversified, sustainable and
ultimately higher quality earnings.
We achieved another record level of
active customers, with proforma3 actives
+10%, demonstrating the underlying
strength in our core business as well
as our broadening, more recreational
customer base.
In the UK, Online NGR was down 6%,
reflecting the ongoing digestion of
regulatory changes. We estimate that we
experienced a headwind of approximately
c10ppt to our Online NGR growth.
Unfortunately, this drag did not ease during
H2 as we expected due to the imposition of
further affordability measures. The iterative
imposition of cumulative safer gambling
measures throughout 2023 has resulted in
overly complex journeys for our customers.
We continue to believe that restrictions
should be personal and appropriate for
each customer, however, we must ensure
the experience for our customers is smooth.
In the short term we expect that the
measures currently in place will continue
to weigh on performance. However, we are
encouraged that our industry and regulator
are working together to agree a pragmatic
framework for customer safer gambling
14
Entain plc Annual Report 2023
checks. If implemented, as currently
anticipated, these will provide a clear and
consistent approach to player protection
for customers across all operators in the
UK. Our focus remains firmly on acquisition
and retention of customers to grow market
share. In 2023 we grew UK online actives
by +18% driven by continued customer
engagement with exciting marketing
campaigns, new product releases and
wider offering enhancements.
UK Retail NGR was up +2% on a LFL4
basis with a good performance in both
sports and gaming across both machines
and OTC. Our strong performance is
underpinned by our market leading retail
offering reaching a broader demographic
of customers supported by exclusive and
in-house content coupled with digital in-
shop experiences.
Our business in Italy continues to perform
well, with online NGR up +3%cc2 versus
2022. The underlying market growth
remains strong and omni-channel
operators continue to outperform.
Despite increased competitive activity,
Eurobet, bwin and GiocoDigitale grew
actives +13% by leveraging our omni-
channel proposition, brand strength and
ongoing investment in our products.
Retail NGR was up +16%cc2 and the retail
shop network remains invaluable to our
omni-channel offering, with combined
Online and Retail NGR +63%cc2 versus
pre-Covid levels.
Combined Online NGR in Australia and
New Zealand was up 11%cc2, although
down -5%cc2 on a proforma3 basis.
In Australia, whilst we experienced a softer
market along with increased competition,
our Ladbrokes and Neds brands continue
to deliver unique content and engaging
products. Entain Australia’s partnership
with TAB NZ also provides a broader
differentiated experience for sports
betting customers in New Zealand as
well as Australia, and we look forward to
customers in New Zealand enjoying an
enhanced experience as our offer migrates
to Entain Australia’s technology platform
in 2024.
Our NGR in Brazil was down 14%cc2
year on year reflecting our disappointing
operational execution in early 2023.
We installed a new management team,
taking swift action to realign customer
acquisition channels, payment processing
and product engagement, and are pleased
to be seeing positive signs from the impact
of these actions taken. As the Brazilian
sports betting and gaming regulation
progresses towards licencing during
2024 the market will remain intensely
competitive. However, we remain excited
for our Brazilian business and believe we
are well positioned in this fast growing
regulated market. Sportingbet remains
a strong brand and we are focused
on rebuilding market share growth,
leveraging an improved app experience,
product innovation, as well as our
1 Overview8 Strategic report88 Governance140 Financial statements Chief Executive’s Review
Aligned with our
strategy, 2023
saw delivery of
growth coupled with
sustainability, ensuring
more diversified,
sustainable and
ultimately higher
quality earnings.”
365Scores acquisition supporting growth
going forward.
Entain’s CEE business continues to
perform strongly, maintaining its market
leadership with the SuperSport brand
in Croatia and expanding our presence
across the CEE region with the acquisition
of STS Holdings in Poland. Proforma3 NGR
was up 13%cc2 for Online and 4%cc2
for Retail on a constant currency basis.
SuperSport proforma3 Online NGR grew
29%cc2 benefitting from its leading omni-
channel offering and its first to market
cashout offering, whilst STS Online NGR
was flat year on year, reflecting its sports
only offering impacted by customer friendly
sporting results in October offsetting
prior growth.
Our Crystalbet brand remains the market
leader in Georgia and continues to perform
well. Online NGR grew +7%cc2, reflecting
the strength of our operations and brand,
and sees us well positioned as the market
digests increases in online gaming taxes
and licence costs in 2024.
Enlabs continues to perform well, with
profoma NGR +3%cc2 despite some
markets in the Baltics and Nordics
experiencing more challenging economic
environments. Enlabs delivered +13%
growth in active customers supported
by localised offering of sports and
gaming products.
In Germany, we continue to see the
impact of new regulatory measures
alongside limited regulatory enforcement.
Despite some unregulated operator
exits during 2023, the uneven operating
landscape remains a significant challenge
to licenced operators adhering to
regulation. Our Online NGR for Germany
declined year on year. However, our bwin
brand continues to be strong and we
remain positive on the German market’s
long-term prospects, but regulatory
enforcement is critical.
During 2023, we added further capabilities
to evolve our offering and customer
engagement further. Our acquisitions of
365Scores and Angstrom Sports enable us
to expand our content, data and analytical
capabilities, and ultimately enhance our
customer’s experience.
365Scores is one of the world’s leading
sports apps providing highly engaged
sports fans real time action and results.
Its access, content and data insights are
a key part of how we are reinvigorating
our offering in Brazil and addressing this
exciting regulating growth opportunity.
Arguably the most significant for
our business, particularly for the US
opportunity and BetMGM’s performance,
was our acquisition of Angstrom Sports.
Angstrom will provide next generation
sports modelling, forecasting and data
analytics. BetMGM is already seeing
benefits from offering customers more
betting markets and more accurate pricing.
With this addition, Entain will become
the only global operator with a full in-
house suite of end-to-end analytics, risk
and pricing capabilities for US sports
betting products.
We are excited to build on BetMGM’s
momentum and successes during 2023.
Its performance inline with targets and
achievement of H2 EBITDA profitability
validates our business model and sees
BetMGM in position to be self funded
going forward.
BetMGM is established as one of the
leaders in the fast-growing, highly
competitive US sports betting and iGaming
market. In 2023, BetMGM continued
delivering good growth, with NGR up 36%
to $1.96 billion and achieved profitability
over the latter three quarters of the year.
Our products are available in 28 markets
with a combined market share of 14%5 in
sports betting and iGaming across the US.
Entain plc Annual Report 2023
15
1 Overview8 Strategic report88 Governance140 Financial statements Chief Executive’s Review
BetMGM also made fantastic progress
against key strategic initiatives, solidifying
the foundations for 2024 and beyond.
As well as delivering substantial
enhancements to our app features, design
and speed, the seamless execution of
SASW functionality across 21 states was
the most significant upgrade to BetMGM’s
customer experience. BetMGM players can
now travel across these states, betting
with the same account credentials and
wallet. We have already seen improved
retention KPIs, a 5x increase in new state
bettors who had previously played with
BetMGM in a different state, with multi-
state customers now representing over
20% NGR. Together with our partner, MGM
Resorts International, we look forward
to unlocking this powerful differentiator
for BetMGM customers in Nevada, with
state regulator’s approval of our SASW
functionality expected during 2024.
Revised strategic priorities
The Group has been transformed over
the last four years since becoming Entain,
delivering an improved sustainable
business only operating in regulated or
regulating markets. In November 2023 we
updated our corporate strategy, focusing on
three strategic objectives to deliver value
for our shareholders as the next phase of
our transformation:
Drive organic growth
Expand online margins
Empower growth in US
Drive Organic Growth – We are
rebalancing our portfolio to prioritise
growth and returns, exiting smaller markets
where the timeframe for suitable returns
is too long, such as Chile, Peru, Zambia
and Kenya. In addition, we have closed our
B2C operations of Unikrn and are focusing
on delivering the Unikrn eSports offer
through our existing sports betting and
gaming brands.
We are refocusing our operational
execution on customer acquisition and
retention, by reinvigorating our acquisition
channels and accelerating technology and
product delivery. In two of our markets, UK
& Brazil we see significant opportunities
to drive value through our commercial
excellence programme, including, simplified
and streamlined customer journeys,
more effective marketing, improved app
experience and products, especially in
sports betting.
Player protection remains embedded in our
ambition to deliver the best experience for
customers, however, our approach must
evolve along with our offering, ensuring it is
localised and appropriate for each market.
Margin Expansion – Having grown rapidly
through M&A we now need to focus on
simplifying our operations, removing
duplication and enabling greater agility.
Our efficiency programme, Project Romer,
will not only improve ways of working for
our teams, but will also unlock efficiencies
through operational streamlining,
functional integration and restructuring,
as well as deliver net cost savings of £70m
by 2025. Coupled with maximising our
operational leverage we can expand our
EBITDA margins over time, creating better
returns for our shareholders.
US Market Growth – Our focus to drive
our US performance remains a key
strategic priority. BetMGM is established
as one of the leaders in this fast growing
highly competitive industry. Much of
this success is underpinned by Entain
technology and product capabilities, which
have been significantly strengthened for
our US proposition. Entain’s acquisition
of Angstrom further accelerates this,
particularly for our parlay and in-play
products with Same Game Parlay (“SGP”),
SGP+ and new LIVE SGP pricing models.
Our strategic roadmap for 2024 sees
BetMGM invest behind this strengthening
and differentiated offering. BetMGM’s
Big Game commercial campaign, as well
as partnership with X, demonstrate the
drive behind the brand to accelerate player
acquisition and retention. BetMGM is the
only top three operator with a licenced
mobile app live in Nevada. This advantage
will be amplified when BetMGM’s single
account single wallet functionality receives
licence approval in Nevada. Working closely
with our co-parent, BetMGM will be able to
unlock the power of MGM Resorts unique
omni-channel advantages leveraging
the Las Vegas visitor footfall as well as
tentpole events for a deep and replenishing
pool of players. We remain committed to
empowering BetMGM as it continues to
progress towards delivering c$500m of
EBITDA in 2026.
16
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Chief Executive’s Review
Sustainability – A key enabler
supporting our growth
In November 2023, we unveiled a refreshed
sustainability charter. This updated charter
was informed by a double materiality
assessment we conducted throughout H1
2023, which identified how sustainability-
related issues impact our business and how
we impact the environment in which we
operate. Our charter’s four pillar structure
encapsulates the sustainability issues
that are most important to Entain, our
customers and partners:
Be a leader in player protection
Provide a secure and trusted platform
Create an environment for everyone to do
their best work
Positively impact our communities
A leader in player protection – Our
objective is to be a leader in player
protection. In 2023, our safer gaming
programme ARC™ (“Advanced
Responsibility and Care”) was rolled out
across 22 jurisdictions alongside the
continuing optimisation of ARC™ features.
This saw a significant increase in the
volume of interactions and interventions
with customers, with 6.1 million ARC™
interactions in 2023, up 121% versus 2022.
In recognition of these efforts, during
2023 Entain won a number of responsible
operator awards1 including EGR, SBC
and Vixio.
Our new sustainability
charter reiterates
the importance of
sustainability as an
enabler to our overall
corporate strategy.”
At the start of 2024 we updated our
regulatory and safer gaming charter based
around four principles:
Only operate in regulated markets or in
markets with a clear path to regulating
Committed to a constructive and
progressive relationship with regulators
Always comply with in-market regulation
Take a market leading approach to player
protection in each market we operate,
developing and using tools to identify &
limit customer harm
Provide a secure and trusted
platform – We operate in a highly
regulated sector where the highest ethical
standards are critical in maintaining trust
with our customers and wider society
– from gold standard data protection,
keeping crime out of betting and gaming,
to eliminating poor working conditions in
our supplier base. Through this strategy,
our expectations of ourselves is to exceed
these standards. We have a comprehensive
training programme for all our colleagues
across the Group and I am delighted with
the completion rates.
Governance oversight from the Board
is key to ensuring robust execution and
accountability across the business.
Further details on these processes are set
out in our Governance report on page 96.
Create an environment for everyone to do
their best work – Ensuring we are able to
attract a broad and diverse pool of the best
talent is vital for our success. We aim to
be an employer of choice with an inclusive
and supportive culture, where talents from
all backgrounds can flourish. Our Diversity,
Equity and Inclusion (DE&I) strategy is
built on establishing strong networks and
having launched the Women@Entain
and Pride@Entain groups in 2022, in
2023 we launched Black Professionals@
Entain, a new network designed to create
a culture where black colleagues can thrive
professionally and personally.
As a technology based employer, we also
recognise the importance of encouraging
women to succeed in the sector. In 2023,
Entain partnered with the McLaren F1
team on a returnship programme, providing
unique opportunities for skilled women
to resume their STEM careers. Over six
months, 10 career returners worked at both
Entain and McLaren in roles ranging from
Data Analysts to Software Developers.
The programme received accolades,
including the Innovator of the Year at the
Women in Gaming Diversity Awards.
Positively impact our communities – We
were proud to be the first betting and
gaming company to formally commit to
a Net Zero target for carbon emissions
with the Science-based Targets Initiative
(SBTi). This reflects our ambition to lead the
industry on decarbonisation, along with our
commitment to reduce our absolute scope
1 and 2 (market-based) and material Scope
3 emissions by 42% by 2027 and 60%
by 2030, from a 2020 base year. In 2023,
our Net Zero Action Group developed our
first net-zero strategy to help us achieve
these ambitions.
We also want to make a positive impact
on our communities through the charitable
work of the Entain Foundation. Our flagship
Pitching In programme in the UK pioneers
engagement between semi-professional
football and local communities. Our funding
of the Trident Community Foundation
has helped to deliver over 100 initiatives
to improve the lives of thousands of
people across the country. Last year we
also continued to partner with a range
of charities, such as bringing access
to technology with community-based
technology hubs in partnership with
ComputerAid as well as delivering support
to under privileged communities in the US
with the Charles Oakley Foundation.
Notes
1. Awarded; EGR North America Socially Responsible
Operator 2023, SBC Global and SBC LATAM Socially
Responsible Operator of the Year, and Vixio Global
Regulatory Award for Outstanding Contribution to
Safer Gambling.
2. Growth on a constant currency basis is calculated by
translating both current and prior year performance at
the 2023 exchange rates.
3. Proforma references include all 2022 and 2023
acquisitions as if they had been part of the Group
since 1 January 2022.
4. UK Retail LFL YoY NGR is calculated based on shops
that traded for the full year in both 2023 and 2022
5. Market share for last three months ending November
2023 by GGR, including only US markets where
BetMGM was active; internal estimates used where
operator-specific results are unavailable.
Entain plc Annual Report 2023
17
1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
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Strategic report
88 Governance
140 Financial statements
The industry in which we operate
Retail
Online
Global Online Growth
Entain’s Online Markets
Entain only operates in regulated or
regulating markets. The total global online
gaming market, which also includes
unregulated markets, was estimated to
be worth c£107bn in 2023. Over the past
twelve years the market grew at 13%
CAGR and growth from 2022 to 2023 was
15%, in part driven by same state betting
and gaming growth in US States.
Entain’s markets
Entain’s Online portfolio is categorised into
Growth & Core markets, Core markets are
forecast to grow at 6% CAGR 2023-2026
and Growth markets at 17% on an Entain-
weighted basis.
The next largest market is the unregulated
Asia market which represents 26% of
the global total, followed by regions that
are part regulated, part unregulated
including North America (18%), Oceania
(7%), Latin America (3%), and Africa
(2%). Excluding Asia, Entain has online
operations in countries in these regions.
Geographically, in 2023 Core markets
represented 67% of the total Online betting
and gaming Market that Entain operated
in. The largest individual countries being
the UK (c15%), Italy (c8%) and Australia
(c6%). In 2023, the UK market grew
10%, with growth unevenly distributed
amongst operators, reflecting the timing of
implementation of affordability changes by
operators. The Italian online market grew
13%, as it continued to benefit from the
Offline to Online transition. The Australian
market shrank 3%, due to tightening market
conditions combined with the lapping of
a very strong 2022, which had benefited
from a lagged Covid effect.
Growth markets accounted for 33% of the
Total Online Market for Entain in 2023,
the majority of which was USA (21%) and
Brazil (5%). The USA grew 43% versus
2022, driven largely by growth of existing
states, as well as the annualization of
2022 state launches. Brazil grew 31%,
driven in part by an increasing awareness
of Online gambling ahead of legislation
aimed at creating a licenced regime which
is expected to take effect in 2024 following
Government approval at the end of 2023.
2023
£107.0bn
2022
£95.0bn
2021
£84.0bn
2020
£67.0bn
Entain’s Retail operations are in the UK,
Italy, Belgium, Republic of Ireland (ROI),
New Zealand and Croatia.
The UK Retail market was estimated to be
worth £7.2bn in 2023, an increase of 6%
versus 2022, as operator investment in
gaming cabinets and self-service betting
terminals has broadened engagement
with products such as in-play now being
available through SBBI. The UK Retail
market is highly consolidated, with four
operators accounting for over 85% of
all betting shops. Entain is the leading
operator in UK Retail, with over 2000 stores
across the Ladbrokes and Coral brand
covering 96% of all postcodes in the UK.
The Italian Retail sports betting market
is estimated to be worth £1.2bn in 2023,
up from £1.1bn in 2022. Entain operates
via the Eurobet brand as the 3rd largest
operator in the market for over the counter
sports betting in Italy.
The Republic of Ireland and Belgium Retail
markets are smaller, estimated to have
been worth £1.0bn and £0.9bn respectively
in 2023. Entain operates in Belgium and
ROI via the Ladbrokes brand and is the
largest operator in Belgium and third
largest in ROI.
A new market for Entain, Croatia, is
relatively small, valued at £0.4bn in 2023,
however the shops serve an important
bridge for customers between the offline
(retail) and online experience.
In 2023 Entain gained a Retail presence in
New Zealand, as part of the exclusive 25YR
partnership signed with the New Zealand
government, through which Entain is
responsible for operating TAB NZ, the only
operator with an Online and Offline licence
in the country.
d
e
s
a
b
d
n
a
L
g
n
i
l
b
m
a
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e
3
2
0
2
t
e
k
r
a
M
l
a
t
o
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n
b
£
–
e
z
S
i
g
n
i
t
t
e
B
i
o
n
s
a
C
i
s
e
n
h
c
a
M
o
g
n
B
i
y
r
e
t
t
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L
UK
Italy
ROI
7.2 18% 12% 38% 3% 29%
15.1 8% 1% 53% 2% 36%
1.0 38% 5% 27% 4% 27%
Belgium
0.9 14% 12% 20% 15% 38%
2019
£53.0bn
2018
£46.0bn
2017
£40.0bn
2016
£35.0bn
Source: H2GC
(25/01/2024) –
Global Online GGR
(including offshore).
Global Online Growth
2012
£23.0bn
2013
£25.0bn
2015
£31.0bn
2014
£28.0bn
New Zealand 1.2 7% 28% 47% 0% 18%
2011
Croatia
0.4 21% 13% 53% 0% 12%
H2GC (25/01/2024) – Landbased GGR
£20.0bn
18
Entain plc Annual Report 2023
Entain plc Annual Report 2023
1
Overview
8
Strategic report
The industry in which
we operate
88 Governance
140 Financial statements
11%
Online gaming is forecast to
grow 11% CAGR between
2021 and 2027, with the US
growing at 23%.
2027
Forecast
Share of Global online market by region
Africa
1%
N America
7%
Oceania
6%
UK
15%
Core
67%
Growth
33%
Europe
38%
N America
21%
Latam
8%
Europe
2%
Oceania
1%
2023
£107.0bn
2022
£95.0bn
2021
£84.0bn
2020
£67.0bn
26
26
Entain’s markets
Core markets (£bn)
Growth markets (£bn)
41
38
36
33
31
29
31
26
22
19
16
14
10
8
2021 2022 2023 2024 2025 2026
2027
2028
2021 2022 2023 2024 2025 2026
2027
2028
Source: Regulus Partners,
Online NGR
Entain plc Annual Report 2023
Entain plc Annual Report 2023
19
2019
£53.0bn
2018
£46.0bn
2017
£40.0bn
2016
£35.0bn
2012
£23.0bn
2013
£25.0bn
2015
£31.0bn
2014
£28.0bn
2011
£20.0bn
How we
create value
We provide sports betting
and gaming offerings to
customers through both
Online and Retail channels
We offer our customers
engaging and entertaining
experiences supported by
market-leading player protection
P l a y e r protection
Industry
leading
products
O
n
l
i
n
e
SPORTS
BETTING
Engaging
customer
experience
R
e
t
a
il
GAMING
Market
leading
protection
20
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements How we create value
We deliver on our
strategy and create
value by leveraging a
unique set of capabilities…
We create value for
all our stakeholders:
Customers
Customer satisfaction
Safer betting & Gaming
78%
8.7m
Positive experience
Customer interactions in 2023
Marketing
Excellence
Product
& Content
Our people
CRM and Data
Proprietary
Technology
Global Scale
and Brands
People and
Talent
Employee Engagement
Wellbeing
77%
Actively engaged
83%
Manager’s care about
employee wellbeing
Communities
Entain Foundation
Net Zero by
£100m
2035
Committed over 5 years
Throughout all operations
Leading Player
Protection
Regulatory
Expertise
Investors
2023 EBITDA
Revenue from regulated
£1bn
100%
and regulating markets
Entain plc Annual Report 2023
21
1 Overview8 Strategic report88 Governance140 Financial statements
1
Overview
8
Strategic report
88 Governance
140 Financial statements
How we
create value
We deliver on our strategy and create value by
leveraging a unique set of capabilities.
Product & Content
Our award-winning in-house
development studios enable
us to create exclusive content
and innovate to provide our
customers with a richer, more
engaging experience.
Read more: pages 26 to 33
CRM and Data
Our customer CRM capabilities and
player analytics enable a powerful
data-led approach to marketing
Read more: pages 14 to 16
People and Talent
Our people are our number one
asset and our ability to attract and
retain the best minds both within
and beyond the industry is key to
our success.
Read more: pages 46 to 47
Marketing
Excellence
We have unparalleled customer
insight that we use to engage our
audiences with new experiences,
media content and marketing to
attract a broader demographic of
recreational players.
Read more: pages 34 to 37
Proprietary
Technology
By owning and operating our own
technology we can be more flexible
and adaptable, keeping us ahead
of the competition and enabling
us to expand into new markets,
provide great products and lead
on responsibility.
Read more: pages 27 to 29
22
22
Entain plc Annual Report 2023
Entain plc Annual Report 2023
Global Scale
and Brands
We offer over 30 leading brands,
some dating back more than 135
years, offering customers a great
trusted offer
Read more: pages 2 to 3
Regulatory
Expertise
As the world’s only global operator
operating exclusively in regulated
and regulating markets we have
unparalleled experience of working
with regulators coupled with an
uncompromising approach to
player safety.
Read more: pages 38 to 39
Leading Player
Protection
We provide best-in-class customer
protection through innovative
features, customer support,
communications and our culture.
Read more: pages 44 to 45
1 Overview8 Strategic report88 Governance140 Financial statements Our strategic
framework
Before a refresh in November 2023, Entain’s
strategy was based on the two pillars of
growth and sustainability.
Key:
Achieved
On target
Not achieved
2023 priorities
2023 progress
KPIs
Growth
1 Leadership in
North America
2 Grow presence
in core markets
3 Expanding into
new markets
4 Extend into
interactive
entertainment
Sustainability
5 Lead on
Responsibility
6 Diversify our
regulated
activities
7 Broaden our
customer appeal
8 Invest in our
people &
communities
Established Top 3 operator with 14% share of Sports Betting
Global Online market
& iGaming market in US and Ontario
NGR $1.95bn, +36% YoY growth
28 live markets with 49% adult population; 4 new launches;
Ohio, Massachusetts, Puerto Rico, Kentucky
Successful delivery of Single Account Single Wallet
functionality across 27 states
107bn
Significant digital sports offering improvements; app speed,
Group NGR
user experience, broader bet offering
iGaming strength supported by new games & product
enhancements – 33 exclusive new game launches by our in-
house studios (Read more on page 27)
Acquisition of Angstrom Sports (Read more on page 29)
Online Actives +10%, FTDs +7%
Online NGR growth on a compound annual basis over the last
four years of 12%
Entered Netherlands (BetCity completion Jan-23), Poland
through acquisition of STS, and New Zealand through 25yr
partnership with TAB NZ
Pivoted eSports strategy, Unikrn no longer B2C brand, now
supporting eSports offering for our other brands.
£4.8bn
Online NGR
£3.4bn
Underlying EBITDA
£1.0bn
Rolled our ARC™ across 27 jurisdictions, including real-time
models in 23 jurisdictions.
ARC™ for retail now live across UK and ROI
98% completion rate of annual compliance, safer gambling,
and AML training
Contributed 1% of our GGY in the UK to Research, Education
and Treatment (RET), totalling £18.7m
£20.8m
Contribution to
safer betting and
gaming initiatives
100% of revenues from regulated or regulating markets since
February 2023
F2P
Coral Racing Club – (Read more on page 30)
Ladbrokes Live – (Read more on page 33)
F1 – (Read more on page 37)
Entain’s Returnship programme with McLaren Racing
receiving accolades at the Women in Gaming Diversity
Awards and the Personal Today Awards
250+ aspiring champions received SportsAid financial
award since 2019, to cover the costs of training, equipment,
and travel.
250 non-league football clubs supported via Pitching In since
2020, reaching their communities
Launch of Black Professionals@Entain network
83%
Employee satisfaction with
approach to wellbeing
2035
Target set for
carbon Net Zero
throughout operations
£100m
Commitment to Entain
Foundation over five years
Entain plc Annual Report 2023
23
1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
8
Strategic report
Strategic framework
88 Governance
140 Financial statements
Reflecting the Group’s strategic progress, in November 2023 we revised our
corporate strategy. These refocused objectives recognise the progress achieved
by the business, whilst acknowledging there is still further transformation needed
to maximise the opportunities ahead. We have set clear targets and initiatives to
deliver value for our stakeholders. Ensuring focused execution in driving Organic
Growth, Margin Expansion and US market share growth.
Vision
Purpose
The world leader in betting, gaming and interactive entertainment
To deliver the most entertaining customer experience
supported by market leading player protection
Priorities
Enablers
KPIs
2023 progress
Risks
Links to Remuneration
+7%
Online organic NGR
growth in-line with market
(from 2025, Ex-US)
Ongoing optimisation of market portfolio to
maximise growth and ROI
Implemented Comprehensive commercial
and operational excellence program in
key markets
Build on capabilities and innovate our
sports product
Launched Project Romer to create a more
agile organisation and drive gross cost
efficiencies of c£100M
>28-30%
>28% for 2026
30% BY 2028
Online EBITDA margin
(Ex-US)
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v
o
G
20-25%
20-25% market share
Capitalise on new product and pricing
capabilities, and omnichannel
Delivery of Single Account, Single Wallet
functionality in 27 markets
Enhancement of in-house content and
capabilities through acquisition of Angstrom
Organic
growth
Grow presence in
existing markets,
synergistic
adjacencies
Margin
expansion
Drive margin
expansion
through scale
and operational
leverage
US market
growth
Empower profitable
growth and share
gains in the US
Executive annual bonuses
are linked to Operating
Profit, Online NGR growth
and safer betting and
gaming targets and
customer metrics.
Safer betting and gaming
metric and customer
satisfaction metrics
implemented for 2023
bonus schemes.
Principal risks
1
6
2
7
3
8
4
9
5
10
Read more:
pages 83 to 86
Principal risks
1
6
2
7
3
8
4
9
5
10
Read more:
pages 83 to 86
Principal risks
4
5
1
7
2
3
8
10
Read more:
pages 83 to 86
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Strategic framework
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The world leader in betting, gaming and interactive entertainment
To deliver the most entertaining customer experience
supportive by market leading player protection
Priorities
Enablers
KPIs
2023 progress
Risks
Links to Remuneration
+7%
Online organic NGR
growth in-line with market
(from 2025, Ex-US)
Ongoing optimisation of market portfolio to
maximise growth and ROI
Implemented Comprehensive commercial
and operational excellence program in
key markets
sports product
Build on capabilities and innovate our
Launched Project Romer to create a more
agile organisation and drive gross cost
efficiencies of c£100M
>28-30%
>28% for 2026
30% BY 2028
Online EBITDA margin
(Ex-US)
20-25%
20-25% market share
Capitalise on new product and pricing
capabilities, and omnichannel
Delivery of Single Account, Single Wallet
functionality in 27 markets
Enhancement of in-house content and
capabilities through acquisition of Angstrom
Executive annual bonuses
are linked to Operating
Profit, Online NGR growth
and safer betting and
gaming targets and
customer metrics.
Safer betting and gaming
metric and customer
satisfaction metrics
implemented for 2023
bonus schemes.
Principal risks
1
6
2
7
3
8
4
9
5
10
Read more:
pages 83 to 86
Principal risks
1
6
2
7
3
8
4
9
5
10
Read more:
pages 83 to 86
Principal risks
4
5
1
7
2
3
8
10
Read more:
pages 83 to 86
Sports betting
and gaming
courses through
our DNA. It’s the
purple thread that
steers our evolution,
guides our people
and shapes our purpose.
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Entain today, is underpinned by incredible talent, in-house
technology and leading product capability. We have
hundreds of always-on sports data and game supplier
integrations, which we bring to life as easy to play games
and almost infinite bet opportunities in a safe, responsible
way. With the largest RMG platform in our industry and
a sportsbook powering approximately 1.8K matchers
per day, we’re evolving our strong in-house technology,
globally diversified portfolio and adaptability to create
entertaining experiences for our customers.
Shaping
the game:
our technology
and product
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In-house gaming at Entain
Our award-winning in-house gaming
studios have continued to go from
strength to strength in powering our
brands globally and providing our
customers with exclusive gaming
experiences. From branded BetMGM
slots, to exclusive first-of-their-kind
non-traditional tap games, our in–house
team has now delivered over 300 titles
to our retail and digital brands.
Demonstrating that our customers love
our products, one of our original 2023
games, Pig Banker, saw over double
the revenue of an average in-house
new game within 60 days of launch.
Pig Banker was so popular with our
customers, that it trotted to the top 3
games worldwide, including number 1 in
the UK, Brazilian, and Canadian markets.
And to top things off, the follow up
release, “Pig Banker: Three Little Piggies”
proved to be an immediate player hit by
taking the top spot for spins per player to
date after its first day of release.
Our in-house gaming team also had
cause for celebration in 2023, launching
the first in-house non-traditional Tap
game “Pot O’ Fortune: Golden Tap”, which
reached the top spot for GGR for game
release of its type when compared to third
party releases.
+26%
2023 In House Studios GGR
increased by 26% vs 2022
(Non US markets based on
all live products across all
3 studios)
+28%
Active players on in-house
games across non US
markets increased by 28%
vs 2022
+18%
Average spins per active
also increased by 18% vs
2022 showing players are
engaging more with our
in-house products
14
In-house studios saw GGR
growth across 14 European
and Ontario Markets
vs 2022
33
The milestones
reached and quality
delivered this year
are a testament
to the unrivalled
creativity and hard-
work of our people
in our in-house
game studios.
We’re proud of the
way we develop,
construct, and bring
to life the exclusive
gaming experience
for our customers
across our brands.”
Ciara Nic Liam
Gaming Director
Continued on next page
new in-house games
launched in the US 2023
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The technology that powers our in-house
trading platform
When it comes to in-house technology
at Entain, our trading team are right
at the heart of it. Our in-house trading
platform is powered by our own propriety
technology, which turns millions of
real-time data points into odds for our
customers. Every kick, goal, overtake and
point scored is integrated from multiple
data feeds and turned into a betting
opportunity for players worldwide.
What makes our in-house tech so
fundamental to our transformation is the
strength of its core. With it, we’re set up
to be able to tweak, adapt and localise
the peripherals of our platform to suit the
needs of our players, all over the world.
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Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Our Retail technology
-Major milestones hit
for our digital in-shop
experience
We hit a milestone moment last November, as Group BetStation
went live in our 1000th shop in the UK & Ireland Retail Estate.
Launching in over very first shop in November 2020, Group
BetStation brings a market leading digital experience to our
players that’s a cut above the rest. Our in-house developed
software gives customers the freedom to place their bets in
store, access to more racing markets than ever before and the
power to place in-play bets on sports around the world.
Introducing Angstrom:
next generation sports
betting
Last October, we completed the acquisition of the newest
member of the Entain Group, Angstrom. Angstrom Sports’
unrivalled sports modelling, forecasting and data analytics
provision simulates predictive modelling, in order to create
highly sophisticated pricing and forecasting capabilities.
In short, it will be a game changer for our in-house trading
technology. Angstrom will enable BetMGM to provide endless
moments of excitement for fans in the US, with the most
accurate lines in the industry. The acquisition secures Entain as
the only global operator which will have a full in-house suite of
end-to-end analytics, risk and pricing capabilities for US Sports
betting products.
Betstation brings a market
leading digital experience
to our players which is a cut
above the rest.”
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With over 30 brands, across 40 markets, we’re able to provide
entertaining experiences to customers all over the world. But it’s
not just through our core product offering that our customers
engage with us. At Entain, we go beyond the game to enhance
the sports betting and gaming experience for our players –
beyond a bet, scroll or tap.
A year of Coral Racing Club
Over the last year, Coral has taken its
customers closer to the action than
ever before following the launch of the
free-to-join Coral Racing Club. The club
provides a unique opportunity for racing
fans to experience what it is like to be
a racehorse owner through unmissable
content, priceless opportunities, exclusive
offers and much more.
Now over 160,000 members strong, the
Club’s first year was a roaring success.
It has created thousands of unforgettable
memories with its stable of 10 racehorses,
including over 1,000 raceday tickets won
by members, 37 unique ‘owner for the
day’ experiences created and in excess of
£40,000 being shared in prize money.
Continued on next page
For many years Coral has demonstrated a deep
passion for, and commitment to, British Racing,
but over the last year we have significantly
expanded our sponsorship portfolio to become
the leading bookmaker sponsor in the UK.
And now, with the Coral Racing Club, Coral
is doing more than any betting operator has
done before to grow the appeal of racing and
promote the sport.”
Simon Clare
Director of PR
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Beyond
the game:
customer
experiences
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Elevating the social betting
experience with STS and Eurobet
STS’s new brand campaign, Kocham
Sport Gram Mądrze (Love Sports, Play
Smart), has been taking shape over
the last few months in the form of a
new ecosystem designed to inspire
customers. It incorporates a new smart
feature that redefines the social betting
experience and empowers customers.
Gracze Typują (Players Predict) is a unique
space on the STS site that allows players
to copy bets shared by other players, check
out success rates of other betters, duplicate
their bets and chat with each other on
a forum fostering a sense of community
amongst customers.
STS is the only operator in Poland offering
this free, community-driven feature,
reinforcing our commitment to a smart and
socially connected betting future.
Eurobet’s ReadyBet
Empowered by a seamless digital
experience across various devices,
Eurobet’s Readybet effortlessly
creates pre-filled betslips. Eurobet’s
Readybets, generated weekly through
inputs from retail shop managers,
the trading room, marketing teams,
and even digital and retail customers,
entices users to engage in a diversified
betting experience. Offering a curated
selection of “wise” picks from reputable
and successful sources, the Readybet
platform fosters a sense of community
by turning customers and betting shops
into interactive “tipsters.” Enhanced with
dedicated promotions and challenges,
this approach bridges the gap between
conventional sports betting and a social
experience, creating a vibrant marketplace
accumulator bets.
BetMGM ‘pucker up’ and get
their skates on with NHL
partnership extension
Last year, our joint venture BetMGM
continued to offer fans unforgettable
entertainment built around the game they
love, with a multi-year extension of their
partnership with the National Hockey
League (NHL®).
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Entain plc Annual Report 2023
‘Players Bet’ is built
around the trusted
community of STS
players who draw
inspiration from each
other’s bets, including
bets shared by the
best players with a
proven track record
of effectiveness.
Over 2 million bets
have been copied in
2023 indicating that
players actively seek
bets from trusted
sources. The fact that
51% of copied bets
are turning into real
bets, shows the
significant potential
of this feature and
the power dormant
in the community.
Through team-branded casino games,
including the word’s first NHL-endorsed
slot game, Gold Blitz, VIP fan experiences,
and sponsored branding in national
broadcasts, players will experience the
NHL beyond the rink. NHL Gold Blitz
features the NHL Gold Blitz Instant Cash
Collection, Wild Multiplier Free Spins, and
jackpot prizes, as well featuring all 32 NHL
teams and the league’s iconic shield. It’s
through these exciting activations that
BetMGM will continue to deliver new ways
for Ice Hockey fans to engage with the
sport they love.
1 Overview8 Strategic report88 Governance140 Financial statements Bwin fulfilling football fans wildest
dreams on Europe´s big stage
For the past two seasons (21/22 & 22/23)
bwin has delivered the ultimate football
experience by giving fans the opportunity
to play in ‘the bwin Fans Final’ in the
UEFA Europa League Final Stadium.
2023 saw the fans play in the Puskás
Arena, the day after the UEFA Europa
League Final in Budapest.
Thanks to our official partnership with the
UEFA Europa League and UEFA Europa
Conference League, bwin laid out the red
carpet in Budapest for 40 customers who
witnessed the UEFA Europa League epic
between Roma and Sevilla unfold, before
taking to the turf of the Puskas Arena the
next day. Customers were treated to pre-
match training sessions, personalised kits
and the opportunity to lift a customised
trophy just like the Sevilla players did a
few hours prior. Joined by legends Esteban
Cambiasso and Luis García, the bwin
Fans Final saw dreams brought to life
for our players. An intimate lunch with
the ambassadors and the nomination
of the Player of the Match rounded the
experience into an unforgettable event
with one of the winners stating: “These
days I will never forget, the memories
will live with me forever. It was the best
football trip ever, a dream came true, what
a privilege to have been part of it.”
Besides bringing pure entertainment and joy to the football fans and
uniting players from across Europe, bwin and other Entain brands were
able to generate unrivalled brand presence across the continent during
the 22/23 season, with branding visible at 80% of all matches across
56 countries; 20% of this being Responsible Gambling messaging.
Being the official betting sponsor for both competitions this year again,
we’ll be there for every shot, pass and tackle to make the third season
an even better one for our customers.” Gemma Bell, Head of Sponsorship
The launch of
Ladbrokes Live
This year, our UK brand Ladbrokes
furthered its ambition to provide
customers with excitement beyond
its sportsbook, with the launch of
Ladbrokes LIVE. LIVE is a digital
entertainment platform that rewards
thousands of fans with free access to
the UK’s best live music, comedy and
sports events, powered by exciting
new strategic and ground-breaking
partnerships with The O2, AEG
Presents, NME and many more.
The unique collaboration between
Ladbrokes and NME has also seen the
return of the iconic Club NME nights with
a series of dates across the UK featuring
incredible headline talent and unmissable
DJ sets. Fans have been able to win free
access to Club NME nights through the
Ladbrokes LIVE platform.
With over 135,000 plays and hundreds of
tickets already won in 2023, we are giving
reasons for consumers to engage with us
again and again in, everyday play.
Last year we embarked on an exciting
new era for Ladbrokes, connecting
thousands of fans with free events
through the Ladbrokes LIVE platform. In
The O2, AEG Presents, and NME, we’re
working with three of the biggest and
most iconic brands in the entertainment
industry and this means we will be
able to reward our audiences with the
chance to attend some of the most
exciting live shows in Britain for free.”
Kelly Rose
Head of Brand for Ladbrokes
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Championing
the game:
Advertising
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All of our brands have their own unique identity – from the striking blue of Coral to
the playful orange of Foxy Bingo. It’s our heritage and brand recognition that has
built up such trust with our customers, and it’s through this trust that we’ve been
able to push boundaries with iconic advertising, activations and campaigns.
Get Your Fox On with
Foxy’s Celebrity Swap
Shop & Mullet Salon
Last year saw Foxy Bingo’s ‘Get Your
Fox On’ ATL campaign level-up with
two world-first’s: Dirtie Gertie’s Mullet
Salon and The Celebrity Swap Shop.
Opened by Geordie Queen, Vicky
Pattison, Dirtie Gertie’s Mullet-only Salon
in Newcastle offered consumers free
mullet haircuts, foxy nails and games of
musical bingo. The city lit up with fleets
of pedicabs and iconic parts of the centre
were turned purple and orange with
incredible out-of-house advertisement,
with over 2 million impacts. In total, the
campaign gained a 1.1 billion reach via
media coverage, gave 94 dodgy haircuts
and engaged whole new community of
Foxy fans.
Continued on next page
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1 Overview8 Strategic report88 Governance140 Financial statements Get Your Fox On with Foxy’s Celebrity
Swap Shop & Mullet Salon continued
In the wake of Foxy’s new laundrette
theme ads, the team brought the screen
to life up north with The Celebrity Swap
Shop: a two-day pop up affair in Hull,
where locals swapped drab for fab
and get their hands on a celebrity item.
17 celebrities donated items to the
laundrette, and in total, 23 bags of clothes
were donated to charity. Foxy consumers
took to the laundrette to experience
the brand’s new and engaging identity
and with free Bingo sessions on site.
The brand saw a 17% increase in betting
players from the activation.
Eurobet.Live with
Luca Toni
Gala’s Jolly Good
Fish and Chip hotel
Eurobet.live elevated the football experience for fans across
Italy through an exciting TV campaign featuring World Cup
winner, Luca Toni, as it’s presenter. The campaign seamlessly
integrated the excitement of live scoring with the thrill of
the matches themselves, providing viewers with real-time
updates, insights and analysis, detailed statistics and
engaging multimedia content.
Eurobet.live not only celebrated the passion and excitement
of football, but also underlined its commitment to providing
fans with a comprehensive and immersive platform to stay
connected to the game they love. Eurobet.Live has also
strengthened it’s connection with fans, through prestigious
partnerships with several Serie A teams, including the iconic
Juventus as well as a partnership with the entire Serie C league.
These strategic alliances
served as a powerful bond
between the Eurobet.live
brand and football fans
on the ground, solidifying
its position as the premier
platform for live scoring,
results, and multimedia
content in Italy.”
Alexis Grigoriadis
Marketing Director, Italy
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Entain plc Annual Report 2023
Gala Bingo continued to build community spirit amongst
players this year, with the world’s first ‘Fish and Chip Hotel’
in Blackpool. Inspired by consumer research, insights and the
iconic bingo call 33, Gala’s ‘The Jolly Good Fish & Chip Hotel’
gave British seaside goers the chance to enter Gala Land and
receive a complimentary serving of fish, chips and peas, as well
as games of bingo.
The activation built on Gala’s ‘Where A Little Joy Goes A Long
Way’ campaign and encouraged players to find the little joys in life
last summer With over 800 consumers attending the prototype
hotel and 314 million people reached via earned social media
coverage, it’s safe to say customers experienced the brand in a
whole new way, combining the classic charm of the Great British
seaside with the wonder and joy of Gala Land.
1 Overview8 Strategic report88 Governance140 Financial statements BetMGM win Las Vegas for Super Bowl week
Known for its massive audiences, thrilling action, much-anticipated commercials,
and halftime extravaganza, the Super Bowl was a big day for BetMGM, where we
saw a 30% uplift in activity across the U.S. alone. Super Bowl in Las Vegas was a
huge opportunity for BetMGM to be at the centre of the action, having the world’s
biggest stage literally footsteps away from several BetMGM retail sportsbooks.
To maximize this opportunity, Entain
launched its new Nevada app with access
to BetMGM’s full sportsbook offering,
weeks before the Super Bowl, giving the
best BetMGM experience to the NFL fans in
Nevada for this landmark event.
Then, BetMGM set out to do what so
many other brands struggle to do in this
domain, carve out a memorable Big Game
commercial that perfectly complements and
establishes a connection with the brand.
In a company-first, the team launched
its three-part campaign which featured
the never-before-seen pairing of sports
legends, Tom Brady and Wayne Gretzky,
along with actor Vince Vaughn, marking an
iconic moment for BetMGM.
The BetMGM team didn’t stop there.
In addition to the advertisement, BetMGM
executed a multi-faceted approach to
“Win Las Vegas” for Super Bowl week.
Alongside extraordinary VIP experiences
with celebrity ambassadors, BetMGM
painted Las Vegas gold and black with
a variety of outdoor, indoor, digital and
special advertising campaigns that
greeted fans from the moment they get off
the plane.
Marking another first, BetMGM partnered
with X in a one-of-a-kind collaboration to
become the official betting sponsor of the
platform, starting with the Super Bowl and
continuing through 2025.
Regardless of who was the Super Bowl
champion, BetMGM came out a winner.
The new platform was able to handle
a 30% uplift in activity over the Super
Bowl weekend and a 72% increase in
customers from the 2023 Big Game, thanks
to the incredible efforts and collaboration
between the Entain, BetMGM and
MGM teams.
Smashing
records under
the neon lights of
Las Vegas strip
TAB activation on Auckland’s
Sky Tower for the TAB
Karaka Millions
Last December, the F1 circus rolled
into Las Vegas for the inaugural GP,
and our joint venture, BetMGM, left
no stone unturned in making their
presence known with customers over
the weekend.
From exclusive grandstand hospitality to
the excitement of experiencing incredible
entertainment within touching distance
of the track in their retail shops, BetMGM
bolstered the anticipation of placing bets
on the race with awesome experiences
throughout the GP weekend. The team
also pulled off some incredible activations
with McLaren Racing; from BetMGM’s
logo being centre stage on the car to
a series of marquee and On-property
digital placements, BetMGM certainly
gave F1 superfans an experience to
never forget.
The spectacle received 3X the number
of bets compared to any other F1 event
in the company’s history. The Las Vegas
GP certainly shattered records for the
King of Sportsbooks.
The TAB Karaka Millions brings together the
best horses sold at the New Zealand Bloodstock
yearling for two separate races, as well as an
open-entry race called the Elsdon Park Aotearoa
Classic. This year, TAB became the naming rights
sponsor for the meeting, and with three $1m
races on the six-race card for the first time ever,
TAB wanted to do something different to attract
attention of customers.
A few days before the meeting, Entain Australia
and NZ took over the second tallest freestanding
structure in the southern hemisphere, Auckland’s Sky
Tower, and projected the barrier draw for the three
main races onto it. Watched on by trainers, owners
and horse racing fanatics, the incredible display
revealing which horse starts where, set the scene for
a weekend that ended up smashing records for TAB’s
horse racing history.
The six-race meeting saw a 26.6% increase in
turnover compared to the highest wagered meeting
on record (of which had over double the number of
races) and a 33% increase in the number of customers
betting compared to 2023. Better yet, the final race
of the day set a record for the most wagered race in
New Zealand, with Year-on year-turnover for the TAB
Karaka Millions up 66%.
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statements Regulatory
update
Gaming is a truly global market and in 2023 the Group held licences in over
30 jurisdictions across the world. The Group is committed to only operating in
regulated or regulating markets and as from February 2023, 100% of the Group’s
revenue is from such markets. The Group firmly believes that strong, commercially
viable regulation of the betting and gaming sector is in everyone’s interests. It
provides stability for operators, important taxation streams for governments
and – most importantly – provides the consumer with proper protections and
safeguards by ensuring that only responsible providers operate in the market.
Unlike slots and poker, casino table games
are regulated on a state-by-state basis.
The states may either create a monopoly
or issue as many licences as the state has
land-based casinos. By the end of 2023,
only the states of Schleswig-Holstein and
North Rhine- Westphalia had opted for a
licensing system. To date, only Schleswig-
Holstein has released the tendering
process, but the group has opted not to
apply for a licence for commercial reasons.
In North Rhine-Westphalia, details on the
tendering process were expected to be
published in 2023 but due to various delays,
the details are now expected in Q1 2024.
Entain looks forward to participating in
this process.
The UK
Germany
The UK Government published its White
Paper of the 2005 Gambling Act Review
in April 2023. As expected, this document
included consultations on a number of
areas, including online slots staking limits;
financial vulnerability checks; a mandatory
levy for research, education and treatment;
additional requirements on game design
and direct marketing as well as the creation
of an Ombudsman. We continue to engage
government actively in this process, both
directly and via our trade body. We have
continued to develop and enhance our
Advanced Responsibility and Care™
(“ARC™”) programme, which offers tailored
identification of customers who may be at
risk, as well as targeted interventions and
interactions. Whilst many of the changes
within the White Paper can be achieved via
secondary legislation, we are collaborating
with the other major operators to voluntarily
progress initiatives such as a single
view of the customer and the creation of
an Ombudsman.
The Joint Gambling Authority (“GGL”) has
now been operational in Germany for over
a year. Encouragingly, the GGL has been
more proactive in issuing sanctions against
unlicensed operators, but we still see room
for improvement and intensification. We are
continuously working with the regulator
and state governments to push for more
effective enforcement against illegal
operators and in 2023 worked jointly with
the University of Leipzig and the local online
casino association to produce a study
investigating the scale of the issue.
While the Group was granted three slots
and two poker licences in November 2022
and the Group´s sports betting licences
were also extended for another 5 years in late
2022, the restrictive environment in Germany
continues to prove challenging. The process
for managing playing limits for slots, poker
and sports betting remains one of the most
pertinent regulatory challenges for licensed
operators. There is also mounting political
pressure for stricter sports betting advertising
restrictions, while the first evaluation of the
Interstate Treaty is set to be published soon.
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Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Regulatory update
There was better news in France where
we have seen nascent discussions
about the possible legalisation of online
casino, while in Croatia the Government
completed a regulatory review and is now
looking to bolster its efforts to tackle the
illegal market.
At the end of 2023, Entain only operated in
two markets in Europe where it is not yet
locally regulated. Despite our best efforts
in Austria, there have been no changes to
the status quo and the Government has
no imminent plans to initiate the reforms it
announced in March 2021. Nevertheless,
we will continue to push for regulatory
reforms. Encouragingly, in Finland the
Government has officially begun the
process of dismantling the monopoly in
favour of a licensing system that we expect
to come into force sometime in 2026.
Australia
A parliamentary inquiry issued a report
in 2023 calling for a ban on gambling
advertising as part of a 31-point plan to
reform the Australian gambling market.
It also proposed various other measures
including the establishment of a single
national regulator and a formal duty of
care. We expect the Government to come
forward with its response to the report and
proposed next steps in the first half of 2024.
Elsewhere, the National Self-Exclusion
Register BetStop launched in August, while
a ban on credit card betting was adopted in
December 2023 and will come into effect in
mid-2024.
Canada
The Ontario online betting and gaming
market became regulated on 4 April 2022,
thereby becoming the first Canadian
Province to issue domestic licenses for
private operators. Entain operates in
Ontario through its bwin and Party brands
as well as Sports Interaction, a Canadian
brand the Group acquired in February 2022.
Going forward, other Canadian Provinces
such as Alberta and British Colombia are
expected to introduce regulation.
Africa
In late 2023, Entain decided to withdraw
from the regulated markets of Zambia and
Kenya but the Group remains committed to
expanding its significant regulated offering
in South Africa, where it has been present
for a number of years.
US
The sports betting regulatory activity
continues at pace in the United States.
Kentucky, North Carolina and Vermont are
amongst the US states that have regulated
in 2023. Rhode Island has been added
to the list of US iGaming states. Finally,
additional states have adopted, or are in
the process of adopting, modernised forms
of responsible gambling regulation; a trend
Entain welcomes with an eye on the long-
term sustainability of the US market.
Bearing in mind that over 35 US states
have already allowed for sports betting in
one form or another, the Group remains of
the view that in the coming years some 40
or even 45 US states will have regulated
sports-betting, which will provide BetMGM
with even broader market access across
the country. The number of states that
permit online casino is also expected to
grow in the years to come – for example the
state of New York as already announced
its intention to attempt iGaming regulation
in 2024.
LATAM
In Latin America, Brazil adopted a law
that allows for domestic licensing of sports
betting and online casino in late 2023.
The law will be implanted throughout
the first half of 2024, with the regulated
market expected to launch at some point
in Q3 2024.The regulation will extend to
all online gambling verticals, including
sports betting and gaming, and will allow
for an open licensing system subject to
payment of betting and other taxes and
fees. Furthermore, the Group has launched
licensed operations in Mexico under its
bwin brand.
Other Europe
In 2023, wide-reaching advertising
restrictions were introduced in Belgium,
while a pending parliamentary bill and a
draft Royal Decree could impose further
restrictions on local operators in 2024.
Fortunately, the sector was successful
in blocking a proposal to introduce an
additional 5% tax which would have had a
detrimental impact on licenced operators
and encouraged customers to move to
black market operators and therefore
reduce player protections.
In the Netherlands, Entain completed
the acquisition of BetCity in January
2023. National elections took place in
November and we await the formation of
a new coalition government which could
lead to change in direction for gambling
policy. We are also expecting the Dutch
authorities to come forward with new
proposals on playing limits, AML and
duty of care requirements which are likely
to come into effect in 2024 and impose
stricter compliance requirements on
operators . The headline gambling tax rate
also increased by 1% to 30.5% from 1st
January 2024.
In Italy, the Government published a
new framework law in 2023 laying the
foundations for potentially wide-reaching
sectoral reforms to be enacted in 2024
and beyond, including an overhaul of the
current gambling licence tender procedure
which will increase licensing costs and
impose stricter regulatory requirements on
operators. In Spain, the government has
moved oversight of gambling to a newly-
formed Ministry, while plans to introduce a
system of cross-operator limits remain on
the medium-term agenda. In Ireland we are
still awaiting the enactment of the pending
Gambling Regulation Bill that will introduce
a formal regulatory and licensing regime for
online gambling. In Denmark a draft law
has been published to amend the Gaming
Act, including the introduction of a B2B
licence regime to take effect from 2025.
In 2023, we have seen tax increases
announced in several of the markets where
we operate. The Prime Minister of Georgia
announced plans to increase taxes for
online gaming from 10% to 15% GGR, and
player winnings withholding taxes from
2% to 5%, effective from 1 January 2024.
The Swedish government has announced
its intention to increase the rate of gaming
tax from 18% to 22% with effect from 1 July
2024, while the Latvian Government plans
to increase online gambling tax from 10% to
12% GGR from January 2024.
Entain plc Annual Report 2023
39
1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
8
Strategic report
88 Governance
140 Financial statements
Sustainability at Entain
At Entain, sustainability is a key enabler of our corporate strategy.
We firmly believe that the most sustainable operators will be the
most successful in our industry.
2023 was a pivotal year for sustainability
at Entain as we unveiled our new
Sustainability Strategy, building on our
longstanding commitment to sustainability
and taking it to the next level.
As we reflect on 2023, we are proud to
report extensive progress across each of
these strategic pillars. We invite you to
discover our achievements on the following
pages, which include:
Rolling out our player protection
programme ARCTM in our digital offer
to cover 27 jurisdictions and launching
ARCTM for retail in the UK and the
Republic of Ireland.
100% of our revenues coming from
regulated or regulating markets since
February 2023.
Winning Innovator of the Year at the
Women in Gaming Diversity Awards
for our Returnship programme with
McLaren Racing.
Partnering with EcoVadis, the world’s
largest platform for supplier sustainability
ratings, and onboarding 35% of in-scope
vendors and supporting them to improve
their sustainability performance.
Looking at 2024, we will remain sharply
focused on delivering our new strategy and
reaffirming the sustainability leadership
role that underpins our long-term growth.
With this new Strategy, we wanted to
strengthen our sustainability leadership
position as well as listen to our stakeholders
and respond to the changing Environmental,
Social, and Governance (“ESG”) landscape.
We conducted a double materiality
assessment to help us understand our
unique sustainability-related risks and
opportunities, as well as our impacts on
society and the environment. We conducted
surveys and interviews, analysed industry
reports, and held leadership workshops,
gathering input from over 250 internal
and external stakeholders from around
our business, to understand how we can
ensure we are supporting value creation to
all stakeholders.
These insights helped us develop a
strategic framework that will focus our
sustainability actions in the coming years.
Our new approach, which is presented on
the next page, is structured across four
pillars that encapsulate those ESG issues
that are most important to Entain, our
customers, investors, and partners:
Be a leader in player protection
Provide a secure and trusted platform
Create the environment for everyone to
do their best work
Positively impact our communities
40
Entain plc Annual Report 2023
Sustainability
Entain’s Sustainability Strategy
At Entain, we see sustainability as a key enabler of our corporate strategy and growth. We embrace our role within society with the
strongly held belief that the most sustainable business in our industry will be the most successful.
This is reflected in our new Sustainability Strategy. We have structured it across four pillars that carefully encapsulate those sustainability
issues that are most important to Entain, our customers, investors, and partners. For each pillar, we have identified key focus areas and
assigned Board-level oversight, summarised below.
You can read more details about how we developed the strategy using the results of our 2023 double materiality exercise here.
What it means
Aligned material clusters
Focus areas
Oversight
Be a leader in player
protection
We provide industry-
leading customer
protection through
innovative features,
customer support,
communications and
our culture.
Ethical &
compliant behaviour
Innovation
Safer betting and gaming
Industry-leading
Provide a secure and
trusted platform
We lead on integrity in
everything that we do.
From having the highest
ethical standards,
to only operating in
regulated markets, with
an aim of gold standard
data protection,
and cybersecurity.
Ethical & compliant
behaviour
Data privacy
and cybersecurity
Corporate
Governance
Create the environment
for everyone to do
their best work
We are an employer of
choice, and we build an
inclusive and supportive
culture where talents
from all backgrounds
can thrive.
Diversity, equity
and inclusion
Having the
right people
Positively impact
our communities
We play our role in
limiting global warming
to no more than
1.5°C and we create
a positive impact on
our communities.
Environmental
Sustainability
Corporate
Governance
Sustainability
& Compliance
Committee
Sustainability
& Compliance
Committee
tailored customer
protection tools
and processes
Empower our people
to support and protect
our customers
Harm prevention
through education
and responsible
communications
Promote research
and share evidence-
based learnings with
the industry
Only operate in
regulated markets
Ethics and integrity
at the core of
our organisation
and culture
Provide industry-
leading cybersecurity,
data privacy and
AI governance
Clear and robust
governance processes
for each of our key
ESG areas
Attract, engage and
retain the best, most
diverse talent
People
& Governance
Committee
Provide the right
growth opportunities
for all
Build a sense of
belonging for
all Entainers
Reduce our
environmental impact
Creating a sustainable
value chain
Promote grassroots,
women’s and
disability sports
Support communities
where we operate
Sustainability
& Compliance
Committee
Entain plc Annual Report 2023
41
1 Overview8 Strategic report88 Governance140 Financial statements ESG Governance
Delivering our
Sustainability Strategy
starts with robust
governance. As our
ambitions grow, and
best practice evolves,
we continue to expand
our processes. ”
42
Entain plc Annual Report 2023
Board Committee Oversight
Climate governance
Given the urgent need for action to address
the climate emergency, we have stepped
up our governance in this area. Our CEO
is now responsible for our approach to
climate change, and climate-related risks
and opportunities. In addition, we have
developed our Net Zero Action Group.
The Net Zero Action Group reports to
the ESG Steering Committee, which
is a selection of leaders from around
the business who are responsible for
delivering and developing an organisation-
wide approach to achieve our Net Zero
ambitions. You can read more about how
we manage our climate-related risks and
opportunities in our TCFD Statement on
pages 56 to 63.
Issue-specific Committees
In addition to the ESG Steering Group
and the Net Zero Action Group, we have
formed groups that report to the ESG
Steering Group that focus on delivering our
approach to specific ESG issues that require
additional expertise and insights from the
business. Steering groups include groups
focused on Anti-modern Slavery and
Human Rights, Safer Betting and Gaming,
Anti-Money Laundering, and Diversity &
Inclusion.
In May 2023, Entain restructured its
Board oversight of ESG issues to better
manage the increasing workload of the
prior ESG Committee and further embed
sustainability across the Group.
The newly created Sustainability and
Compliance Committee was created to take
on the bulk of the responsibilities of the
former ESG Committee. The Sustainability
and Compliance Committee has oversight
for safer betting and gaming, regulatory
compliance, anti-money laundering and
counter-terrorism financing, anti-bribery
& corruption, human rights (including our
approach to addressing modern slavery
risks), health and safety, environmental
impact (including the evolution of our
strategy and processes in response to the
Taskforce for Climate-related Financial
Disclosures), data protection and charitable
donations, including the work of the Group’s
Entain Foundation. Chaired by Virginia
McDowell, one of our Non-Executive
Directors, the Committee has three
members and guides the business on all
aspects of ESG strategy, sets targets and
monitors our performance.
The second newly created Committee,
the People and Governance Committee,
took on the responsibilities of the previous
Nomination Committee and added
responsibility for oversight of the Group’s
approach to Diversity, Equity and Inclusion
and other people-related functions
such as engagement and culture and
employee wellbeing.
The ESG Steering Group
The ESG Steering Group, which meets
monthly, consists of functional leaders
from across the business, including
Sustainability, Investor Relations, Human
Resources, Corporate Affairs, Legal, Health,
Safety & Security, Operations, People and
Communications. Convened by our Group
Head of Sustainability and chaired by our
Chief IR & Communications Officer, the
Group oversees the implementation of our
sustainability strategy.
1 Overview8 Strategic report88 Governance140 Financial statements Sustainability
ESG Governance Structure
Strategy
Board
Oversight
Sustainability and Compliance
Committee
People and Governance
Committee
Anti-Money Laundering and
Counter-terrorism Financing
Anti-Bribery and Corruption
ESG Steering Group
Coordination
Health and Safety
Environmental Impact
People and Governance
Modern Slavery and
Committee
Human Rights
Privacy and Data Protection
Net Zero Action Group
Regulatory Compliance
Safer Betting and Gaming
Operating Units and
Central Functions
Operational teams
Delivery
Talent and capability
Diversity, Equality and Inclusion
People and Governance
Committee
Employee engagement
Employee well-being
Our performance across ESG Rating Agencies
We are proud to be a sector leader amongst many of the leading independent ESG rating providers. The below table summarises our
performance and improvement over time. We will continue to work tirelessly to further improve our ESG practices and performance, with
the aim of further improving the standards for our industry and in these external assessments.
Rating
Evaluation
Score
(31 December 2023)
Score
(31 December 2022)
MSCI
Sustainalytics
ESG Score
ESG Risk Rating
ISS ESG
S&P Global
ESG Score
ESG Score
FTSE4Good
ESG Score
AA
Low
C
S&P
Yearbook
and DJSI Europe
constituent
Inclusion
in
FTSE4Good Index
7.2
19.6
(a lower score
shows a
lower risk)
49
60
Industry
Rank
N/A
6.7
22.3 13/87 in the Casinos
& Gaming industry
47
67
1st decile
95th percentile
3.8<>
3.8
93rd percentile
CDP
Climate
Management
B
B
N/A
Entain plc Annual Report 2023
43
1 Overview8 Strategic report88 Governance140 Financial statements We provide best in class customer protection through innovative
features, customer support, communications and our culture
Material issues
Oversight
Safer betting and gaming
Sustainability & Compliance Committee
Ethical and compliant behaviour
Innovation
Be a leader
in Player
Protection
Focus area
2023 Highlights
Best-in-class tailored customer
protection tools and processes
Rolled our ARC™ to cover 27 jurisdictions (2022: 22), including real-time models in
23 jurisdictions
ARC™ for retail now live across UK and ROI
7.5 million ARC™ interactions (+98% YoY) to 742,112 unique customers
Empower our people to support
and protect our customers
98% completion rate of annual compliance, safer gambling, and AML training
Enhanced safer gaming training, delivered by EPIC Risk Management, delivered
to all senior leaders
Harm prevention through education
and responsible communications
Promote research and share
evidence-based learnings
Expanded our stakeholder education and training in the US, through our partnership
with EPIC Risk Management and major leagues as well as players associations such
as the Major League Baseball, National Football League, League Soccer Players
Associations and the NHL Alumni Association
20% of TV advertising space and football sponsorship dedicated to safer betting and
gaming communications or Foundation promotion
Final year of partnership with Harvard Medical School’s Cambridge Health Alliance
Division on Addiction (CHADA), contributing £5.5m over five years to cutting-edge
research into Safer Betting and Gaming
Contributed 1% of our GGY in the UK to Research, Education and Treatment (RET),
totalling £18.7m
Awards and accreditations:
UK
North America
International
GamCare Advanced Safer
Gambling Standard
Online: Advanced
Level 2 (highest level)
Retail: Advanced Level 2
EGR North America
Awards 2023:
Socially
Responsible Operator
SBC Global and
SBC LATAM Socially
Responsible Operator of
the Year
Vixio Global Regulatory
Awards: Award for
Outstanding Contribution
to Safer Gambling
Advanced Responsibility and Care™
(“ARCTM”): Our leading tailored customer
protection tool
Our recent materiality assessment found
that safer betting and gaming is our most
material ESG issue, and ARC™ is our
flagship initiative to protect our customers
– providing a technology-led approach to
player protection through real-time and
individually tailored detection, interaction
and interventions with players that are
potentially at risk.
Given its importance to Entain and our
customers, the roll-out and effectiveness of
ARC™ is linked to through our Group Bonus
Scheme, which includes our executive
team. The details of how we incentivise
the delivery of player protection is outlined
further in the Remuneration Report
on p131.
We continue to monitor the effectiveness of
ARC™, the results of which are reviewed by
the Executive Committee and Sustainability
and Compliance Committee quarterly.
This year, ARC™ continued to mature in
the UK and expand globally. By the end of
2023, ARC™ is now live across our core
international markets (except Brazil).
Our safer betting and gaming programmes
in our retail estate in the Republic of Ireland
and the UK are also supported by ARC™.
This provides our customer facing retail
colleagues with data-driven insights to
help them spot and address risky play in
our shops.
Empowering our people
We continue to deeply embed safer gaming
into the culture of our company. At the end
of 2023, 98% of our colleagues were up
to date with their mandatory annual safer
betting and gaming training. This training
provides all colleagues with the essential
understanding of our approach to, and
compliance requirements on, safer betting
and gaming. However, we also understand
that specific roles within our business have
key responsibilities for player protection.
44
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Lead on player protection
For these roles, we continue to roll out more
in-depth and specific training. For example,
our senior leadership periodically
undertakes in-depth training from EPIC
Risk Management. Customer-facing roles
who are responsible for engaging directly
with our customers also receive in-depth
training on identifying and interacting with
customers who may be at higher risk of
harmful play.
We are also leveraging our partnership
with Harvard Medical School’s Cambridge
Health Alliance Division on Addition
(“CHADA”) to support our training
programmes. Since 2019, 16 of our safer
betting and gaming training programmes
have been reviewed by the team at CHADA
– ensuring our training and culture reflect
the latest research.
Responsible marketing
Responsible marketing is a core part of
our commitment to promote responsible
attitudes, and protect children, young
persons and vulnerable individuals.
We have a long history of leading the
industry in this area, spearheading the
UK whistle-to-whistle advertising ban,
and being the first operator to ban shirt
sponsorship in UK football.
Our commitment to responsible advertising
and marketing is underpinned by our
recently refreshed External Marketing
Policy. This Policy outlines our responsible
marketing principles. All relevant staff
receive training on the policy.
We also work closely with trade
associations to strengthen best practice for
our industry’s marketing and advertising.
For example, we are a signatory of – and
contributor to – the European Betting
and Gaming Association’s (“EGBA”) Code
of Conduct.
Promoting research through
our partnership with Harvard
Medical School
2023 marked the final year of our five-year
research partnership with the Cambridge
Division on Addiction, which has now
produced 14 research papers since 2019.
The outcomes of this research have
been highly practical, underpinning our
26 markers of protection – the behavioural
patterns found to indicate signs of risk
that are used by ARC™. As this research
is published, or is in the process of
publication, this allows not just Entain but
the whole industry to access the latest
research. You can read more about this
research programme in our 2023 Social
Impact Report.
Interactions excellence: Interaction
Excellence aims to promote insightful
and valuable discussions with teams
that deal with customers that are
potentially the most at risk. The training
focuses on strengthening soft skills
that colleagues will draw upon during
customer interactions. In 2023, this
training was reviewed by the Harvard
Medical School’s Division on Addiction,
Cambridge Health Alliance.
Moving forward we will also conduct
in-depth training with leaders from
around the business (aimed at our
senior leadership team and Board
Directors), to further integrate a culture
of player protection right at the top of
the organisation. This training will be run
by EPIC Global Solutions and refresh the
leadership training delivered in late 2022.
Embedding safer betting and
gaming into our culture
At Entain, we know that safer betting and gaming starts
with our culture. It’s important that all colleagues have the
knowledge and tools to fulfil our responsibility to protect
our customers.
As part of the 2023 Group Annual Bonus
Plan, a mandatory training module
was implemented on compliance, safer
gambling and anti-money laundering,
achieving a 98% completion rate. Our goal
is to train all colleagues on the importance
of player protection, preventing money
laundering, and responsible marketing
– with retail colleagues receiving a more
tailored version of the content relevant to
their role.
We also know that some colleagues
have unique responsibilities for their
role – whether it be engaging directly
with customers, designing new products,
or leading teams or divisions. In 2023
we worked with EPIC Global Solutions
to deliver in-depth masterclasses and
face-to-face-training on safer betting and
gaming tailored for specific, high-impact
roles. For example, our customer service
and retail colleagues took part in sessions
that equipped them with the skills to
identify signs of harm and effectively
interact with customers to advise on
our suite of tools that may be used to
help them.
Key modules focused on:
Introducing our retail teams to problem
gambling to help them understand how
gambling related harm can present
itself and ensure that they are aware
of how to protect our customers to
limit the negative impacts of gambling.
Between May and August 2023, 294
colleagues attended the EPIC Safer
Gambling Awareness training.
Affordability Interactions: This training
provided our colleagues with guidance
on the key steps they should take to
ensure that customers are keeping
their betting affordable, and the
communication tools they can use to
encourage safer gambling and manage
hostile behaviour on the shop floor.
1. Core countries are those that are using our core technology platform. ARC™ is embedded within this core technology, so in these countries we can use the full power of our
markers of protection and interactions.
2. Risk is determined based on our Long-term Excessive Play (LTEP) model, which is one of our three primary ARC™ Markers of Protection models, which scores every user of the
Entain Platform from 1 (low risk) to 100 (high risk) daily. LTEP is used for assessing risk due to identify underlying problem gambling behaviour over time.
Entain plc Annual Report 2023
45
1 Overview8 Strategic report88 Governance140 Financial statements We lead on integrity in everything that we do. From having the
highest ethical standards, to only operating in regulated markets,
with an aim of gold standard data protection, and cybersecurity
Material issues
Oversight
Ethical & compliant behaviour
Sustainability & Compliance Committee
Data privacy and cybersecurity
Corporate Governance
Provide a secure
and trusted
platform
Focus area
2023 Highlights
Only operate in regulated markets
100% of revenues from regulated or regulating markets since February 2023
Ethics and integrity at the core
of our organisation and culture
New Ethics & Compliance Charter and Strategy
Average completion rate of 95% across Entain’s Big Four Compliance
Training Modules
Refreshed set of Entain Values, with “Do what’s right” at its core
Provide industry-leading
cybersecurity and data privacy
Growing headcount in Data Privacy and Cybersecurity teams, by 25% and 35%
respectively compared to 2022.
Average time to fix cybersecurity vulnerabilities decreased by 65% compared to 2022
Over 80% of our operations audited and certified to ISO 27001 (by headcount)
Clear and robust governance processes
for each of our key ESG areas
New ESG governance structure with two board-level committees (Sustainability &
Compliance and People & Governance)
Awards and accreditations:
ISO 27001 2022 Information Security Management System
We appointed a Group Money Laundering
Reporting Officer and Global Head of Anti-
Financial Crime (“AFC”), and we expanded
our AFC team. After a period of growth
and multiple acquisitions, we revised our
organisational structure with all colleagues
with AFC responsibility reporting to the
central AFC Leadership Team. This new
governance framework gives us better
control and oversight across all our
entities, subsidiaries, and joint ventures.
We have also initiated an evaluation of
our international subsidiaries to assess the
maturity of local AFC programmes. This will
conclude in 2024 with on-site visits and
upskilling programmes tailored to the needs
of our colleagues.
Only operate in regulated markets
Entain firmly believes that strong,
commercially viable regulation of
the betting and gaming sector is in
everyone’s interests. It offers stability for
operators, important taxation streams
for governments and – most importantly
– provides the consumer with proper
protections and safeguards by ensuring
that only responsible providers operate in
the market.
Since February 2023, 100% of our group’s
revenue come from regulated or regulating
markets. As of 31 December 2023, we held
licences in 34 jurisdictions across the world.
We were also present in five regulating
markets where we can see a clear pathway
to regulation that will enable us to obtain
domestic licences in the next two years.
These regulating markets are Brazil,
Mexico, Peru, Austria and Finland. For more
about this, please refer to our regulatory
update on pages 38 to 39.
Ethics and integrity at the core
of our organisation and culture
We are committed to conducting
our business in line with the highest
ethical standards. We heavily invest in
governance, resources, and training to
combat corruption and keep financial
crimes out of gambling.
For Entain, this starts with playing an active
role in safeguarding the values and integrity
of sport. We want all sports events to be
fair and played to the best of participants’
abilities. This is why we work closely with
regulators and sports governing bodies to
fight match-fixing, spot-fixing, and other
corrupt betting activity. We are a member
of the International Betting Integrity
Association (IBIA) and the Sports Betting
Integrity Forum (SBIF).
In 2023, we continued to reinforce our
Ethics & Compliance (“E&C”) function
with new team members and stronger
governance. We launched a new Ethics
& Compliance Charter which defines
clear accountability across the group and
ensures that our E&C team has the required
independence and authority to act as an
effective second line of defence. We also
launched a three-year E&C Strategy, which
sets our action plan for achieving a best-in-
class E&C programme.
46
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Provide a secure and
trusted platform
Doing what’s right
As a FTSE100 company,
we have a duty to do the
right thing. This also means
training our people to always
make the right decision
for our customers and
our communities.
Every colleague, including contractors
and agency staff, must complete four
compliance modules covering Entain’s
Code of Conduct as well as ethical topics
such as safer gambling, data privacy, or
bribery and corruption prevention. As part
of this, colleagues sign a declaration that
they have understood the training and will
comply with Entain’s Code of Conduct.
Our 2023 Group Bonus was linked to
achieving 85% completion for each
module – an ambitious but achievable
target given the turnover in certain parts
of our business. This year, we achieved an
average completion rate of 98% – up from
93% in 2022 and 82% in 2021.
Big Four Learning Modules
Code of Conduct
Compliance, Safer Gambling,
and Anti-Money Laundering
Data Privacy
Cybersecurity
Completion
Rate
94%
98%
98%
98%
Provide industry-leading cybersecurity
and data privacy
Safeguarding our corporate and customer
information remains a top priority for
Entain. Our commitment is reflected in the
growing headcount of our Data Privacy and
Cybersecurity teams, which respectively
increased by 25% and 35% in 2023.
In 2023, we continued building our data
privacy assurance function with dedicated
resources to monitor the effectiveness
of our privacy activities, keep risks under
review, and update policies and procedures.
We boosted privacy controls by introducing
Effectiveness and Maturity Reviews of
our most critical data processes. We also
reinforced our risk management process
with a new privacy risk register which feeds
into Entain’s Enterprise Risk Management
(“ERM”) risk maps and identified an
additional 20 privacy risks in 2023.
Throughout the year, we further embedded
Entain’s Artificial Intelligence (“AI”) and
Data Ethics Charter, which we launched
in 2021 to define our principles for the
responsible use of AI and data-driven
technologies. We collaborate across the
business to embed Privacy by Design,
building data privacy considerations
directly into the development of our
products and processes. We have also
been preparing for emerging legislation
around AI, such as the EU Artificial
Intelligence Act. Working closely with our
Data Sciences & AI (“DSAI”) colleagues,
the Privacy team created a blueprint for
Entain’s AI Governance Framework and
developed a new AI policy which will be
released in 2024.
As cybercrimes continue rising globally,
we are continuously improving our
cybersecurity programme to protect our
players from digital threats. In 2023, we
introduce new security features in our
products such as customer multi-factor
authentication. We also reinforced our
cyberattack detection processes by
deploying machine-learning and AI-
based systems which uncover patterns
of malicious activity and block attacks
before they can reach our customers.
We managed to decrease the average
time to fix cybersecurity vulnerabilities by
65% compared to 2022.
As part of our commitment to best
practice, we have re-certified for the
ISO 27001 certification, an international
standard for information security. As of
31 December 2023, 80% of our operations
have been audited and certified to
ISO 27001. In 2024, we will continue
expanding the scope of the certification to
our 2023 acquisitions.
Clear and robust governance
processes for each of our key
ESG areas
In April 2023, Entain restructured its
Board oversight of ESG issues to better
manage the increasing workload of the
prior ESG Committee and further embed
sustainability across the Group. This new
structure reflects the ever-growing
importance of ESG topics for the group.
You can read about our ESG governance
structure on page 43.
Entain plc Annual Report 2023
47
1 Overview8 Strategic report88 Governance140 Financial statements We attract a broad and diverse audience from the inside out.
We are an employer of choice, and we build an inclusive and
supportive culture where talents from all backgrounds can thrive
Material issues
Oversight
Diversity, equity and inclusion
People & Governance Committee
Having the right people
Create the
environment for
everyone to do
their best
work
Focus area
2023 Highlights
Attract, engage and retain the best,
most diverse talent
Launch of Black Professionals@Entain employee network
Publication of Entain’s first-ever Global Menopause Policy
Entain ranking 5 in the 2023 All-In-Diversity Project Index
Entain’s Returnship programme with McLaren Racing receiving accolades at the
Women in Gaming Diversity Awards and the Personnel Today Awards
Launch of Your Goals, Entain’s new objective-setting programme
Launch of refreshed values and behaviours
94% of Entain Managers received mental health training through the Workplace of
Tomorrow programme
400,000 employee interactions with Entain’s Well-Me events, activities, and content
9.1% utilisation rate for our Employee Assistance programme
Personnel Today
Equity, Diversity &
Inclusion award
Women in Gaming
Diversity Awards Innovator
of the Year award
Attract, engage and retain the best,
most diverse talent
Diversity, Equity and Inclusion (DE&I) are key
to Entain’s future sustainability and success.
Attracting and retaining key talent remains
one of our Principal Risks as a tech business
(see page 85), and workforce diversity
plays an essential role in innovating, driving
change, and delivering outstanding products
and services for our customers.
As part of our commitment to DE&I, we
understand the importance of global
employee networks in providing a safe space
for colleagues with a shared identity or
experience. Launched in 2022, the Women@
Entain and Pride@Entain groups continue
to grow, with over 1200 and 250 members
respectively. In 2023, Women@Entain
piloted a new mentoring programme for
women in our Product & Technology team,
matching participants with senior mentors.
We also launched Black Professionals@
Entain, a new network designed to create
a culture where black colleagues can thrive
professionally and personally. Led by our
network, we signed a UK partnership
10,000 Black Interns Foundation, and have
pledged to offer career opportunities to
Black students and graduates in the summer
of 2024.
On International Women’s Day 2023, we
published our first-ever global menopause
policy. Our ambition was to help colleagues
understand menopause-related issues and
normalise talking about the symptoms.
The policy came with a global awareness
campaign and support for managers in
having conversations around menopause.
We built a virtual Menopause Hub with
resources and bite-size training for those
going through the menopause journey and
for managers and teammates wanting
information on how to best support women
in the workplace.
We are committed to positively impacting
diversity not just within Entain, but across our
industry. We partner with universities and
charities to improve female representation
within STEM careers. One example of this
is our partnership with Girls Who Code,
through which we have reached 10,680
young women since 2021. You can read more
about our work to drive diversity in the tech
sector in our 2023 Social Impact Report.
In 2024, we will focus our efforts on further
embedding DE&I within our Resourcing
Strategy to increase representation in
our hiring process. Our new recruitment
and candidate management platform will
provide us with better DE&I data on our
33%
3 out of 9
(33%)
3 out of 9
(33%)
4 out of 10
(40%)
28%
221 out
of 794
(28%)
194 out
of 752
(27%)
128 out
of 364
(26%)
46%
13,645 out
of 29,576
(46%)
13,479 out
of 28,940
(47%)
11,583 out
of 25,554
(45%)
Provide the right growth opportunities
for all
Build a sense of belonging for
all Entainers
Awards and accreditations:
Gender diversity at Entain
Male
Female
Group Board
2023
2022
2021
Senior managers
2023
2022
2021
All Employees
2023
2022
2021
48
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements
Create the environment
for everyone to do their
best work
candidates and recruits, allowing us to
tailor interventions and set group-wide
targets. We will also continue to remove
any barriers in the hiring process for
candidates and colleagues through the
design and launch of our new recruitment
platform in 2024.
Provide the right growth
opportunities for all
Our colleagues’ continuous personal and
professional growth is essential, and we
invest in targeted learning & development
(“L&D”) within our business units.
Programmes, courses, and self-led learning
are tailored to the needs of our teams
and individuals.
Entainers globally have access to best-
in-class learning resources, such as
LinkedIn Learning, Get Abstract, and
Pluralsight. These platforms enable our
colleagues to continuously develop their
skills – from marketing to Python coding or
public speaking.
In 2023, we focused our L&D efforts on
customer-facing roles, both in our global
Customer Services team and across our
Retail Estate. We know that customer
satisfaction starts with great leadership and
employees who feel supported and valued.
In our Customer Services team, we kicked
off Let’s Lead, a new leadership programme.
The seven-week curriculum includes a mix
of self-paced learning, in-person training,
and professional certifications delivered by
external providers. With over 20 modules,
the programme equips our managers
with all the technical knowledge and soft
skills they need to successfully lead their
teams. This includes completing a Mental
Health First Aider course, as part of Entain’s
commitment to wellbeing. 979 colleagues
have already completed the course, with 113
learning sessions delivered and we will roll
it out to Hyderabad, India and Montevideo,
Uruguay in 2024.
In our retail business, we have built a
consistent foundation of competency
and knowledge among managers and
team leaders. The Enhance, Establish and
Elevate Your Game programmes support
colleagues at different points in their careers,
from preparing for a first management
role to sharpening their leadership skills.
In 2023, the programme trained over 2000
colleagues. We are proud that many of
our retail management team started as
Customer Service Managers before growing
into senior roles.
Last year, we also worked to harmonise
the way our colleagues think about their
professional objectives. We launched Your
Goals, an objective-setting programme, to
ensure all our colleagues have meaningful
conversations with their managers about
their goals and understand how these align
with Entain’s strategy. In 2024, we will
develop Entain Leadership Expectations
which will be supported by a structured,
consistent, and global leadership pathway.
Build a sense of belonging for
all Entainers
Following an intensive period of business
growth, we wanted to bring our colleagues
together and consolidate our shared culture.
2023 saw us launching a refreshed set
of values and behaviours which build on
our core beliefs whilst helping us prepare
for the next phase of our evolution: Do
what’s right, Keep it simple, Go beyond,
and Win together. More than words on a
wall, these values act as guiding principles
for our colleagues across all locations and
at all levels. They have been embedded
in everything we do, from the way we
recognise our colleagues to how we set
individual objectives.
Driving Diversity Forward with
McLaren Racing
Companies like Entain can
reshape the world of work for
women, and we want to play
an active role in doing so.
In line with these values, we remain
passionately committed to creating a
supportive and encouraging environment
where all our colleagues can thrive.
The Entain Well-Me strategy is designed
to help employees make positive changes
to improve their physical, mental, and
emotional health. Our 2022 global well-
being survey, which was completed by
9,600 colleagues, helped us identify
strategic priorities for the coming years.
In 2023, we rolled out Workplace of
Tomorrow, a mental health programme
designed to give people managers the
tools to support their teams and create a
culture of trust and psychological safety.
Developed by experts at Unmind, the
training equipped our managers to have
supportive conversations, giving them
practical knowledge on topics such as self-
care, stress and anxiety, or active listening.
94% of the Entain managers completed the
course last year. 74% of them taking action
with their team as a result.
Our 2023 global wellbeing campaigns were
tailored to boost the mental and physical
health of our colleagues. Our flagship
Live-Well Festival consisted of a week-
long event with expert-led workshops on
nutrition, sleep, and fitness, generating
65,000 engagements on our intranet.
In November, nearly 600 colleagues joined
Breaking Stereotypes Together, a live event
to champion men’s mental health and share
techniques for combatting stress.
Looking at 2024, we are using data from
our global wellbeing survey to pilot Entain’s
new resilience training, The Energy Edge.
The programme aims to help colleagues
grow their energy and performance through
a mix of text learning, bite-sized videos,
and interactive activities. We will open
the programme to our retail colleagues
in early 2024 before opening to our
global workforce.
In 2023, we partnered with the McLaren
F1 team on a Returnship programme,
providing unique opportunities for skilled
women to resume their STEM careers.
Over six months, 10 career returners
worked at both Entain and McLaren in
roles ranging from Data Analysts to
Software Developers. The placements
were tailored to their experience and
ambitions, and they received extensive
support to ensure a successful transition
back into work. We are delighted that, at
the end of the returnship, most returners
secured a role at Entain or McLaren.
The programme received two accolades,
including the Innovator of the Year at the
Women in Gaming Diversity Awards.
Entain plc Annual Report 2023
49
1 Overview8 Strategic report88 Governance140 Financial statements We will be Net Zero by 2035, and support and positively impact
our communities around the globe
Positively impact
our communities
Material issues
Oversight
Environmental sustainability
Sustainability & Compliance Committee
Corporate Governance
Focus area
2023 Highlights
Reduce our
environmental impact
70% global electricity from renewable sources, including over 99% in the UK through
green tariffs and a 5-year Power Purchase Agreement
9% decrease in market-based Scope 1 & 2 emissions globally from the prior year
Near-term and Net Zero submitted to the Science Based Targets Initiative (SBTi),
pending verification
Create a sustainable
value chain
35% of our in-scope third-party spend enrolled on the EcoVadis platform with
a detailed assessment of their sustainability performance
Promote grassroots, women’s and
disability sports
250+ aspiring champions have received a financial award via SportsAid since 2019,
helping to cover the costs of training, equipment, and travel
100 non-league football clubs supported via Pitching In since 2020, enabled to reach
their communities
Support communities where
we operate
Donating £25.4m, to support our communities.
Fundraising £0.5m for Prostate Cancer UK and £1m for Chance for the Children via the
Ladbrokes Coral Trust, funding life-saving research and treatment
Awards and accreditations:
ISO 14001: Environmental Management across our operations in GB (shops, stadia and
offices) covering 47% of our global headcount.
50
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Positively impact
our communities
Environmental Impact
Doing what’s right is one of Entain’s long-
standing values. Whilst our greenhouse
gas (GHG) emissions are relatively low
compared to companies in other industries,
we have an important role to play due
to our size and global scale – especially
given the critical and urgent importance of
climate change.
We were the first betting and gaming
company to formally commit to a Net Zero
target with the Science-based Targets
Initiative (SBTi), with the formal verification
process commencing in 2023 and due to be
concluded in 2024.
Our targets reflect our ambition to lead
the industry on decarbonisation. We have
committed to reduce our absolute scope 1
and 2 (market-based) and material Scope
3 emissions by 42% by 2027 from a 2020
base year, and 60% by 2030. We have
also committed to be net zero by 2015 –
reducing our Scope 1, 2 and 3 emissions
by 90% by 2035, and investing in credible
carbon removal projects to neutralise the
remaining 10%. These targets, which follow
the SBTi criteria, will see us reduce our
emissions in line with a 1.5 decarbonisation
pathway ahead of the UK Government’s
2050 timeline.
In 2023, our Net Zero Action Group
developed our first net-zero strategy, which
focuses on energy (efficiency and sources),
electrification, and engagement (see
next section).
We continue to procure over 99% of
our electricity in the UK from renewable
sources, which equates to 70% renewable
electricity globally. We are currently looking
at the viability of sourcing renewable
electricity in our key markets globally.
We recognise that as a digital business, we
need to understand our digital emissions.
We have been collecting and analysing
data from our data centre suppliers to
understand the energy consumption and
renewable energy purchasing of our major
providers. Our most recent analysis in 2022
indicated that over 50% of our data centres
are on renewable electricity contracts,
and we are engaging with our providers to
increase this further.
We know that ambitious decarbonisation
requires credible and up-to-date data
to monitor and address our emissions
hotspots. In 2023 we signed up to carbon
accounting software that we will launch
and operationalise in 2024. To increase
the quality of our emissions reporting, we
have also commissioned the Carbon Trust
to verify our Scope 3 emissions footprint
in addition to our annual scope 1 and 2
footprint verification.
Creating a sustainable supply chain
Our commitment to ethics and sustainability
extends to our business partners. We want
to work closely with our suppliers to
support them on their decarbonisation
journey and to protect human rights beyond
our operations.
In early 2023, we took an important step
by partnering with EcoVadis, the world’s
largest platform for supplier sustainability
ratings. EcoVadis allows us to evaluate our
key suppliers and set corrective action plans
across four topics – environment, labour
and human rights, ethics, and sustainable
procurement. The platform also provides
our suppliers with e-learning training on a
self-service model. Working with EcoVadis
will help us refine our Net Zero roadmap by
giving us access to primary emission data
from our suppliers and helping us identify
those who are committed to the Science
Based Targets Initiative (“SBTi”).
Throughout the first year of our partnership,
we focused on onboarding our existing
suppliers to the platform, enrolling and
assessing over 35% of in-scope vendors.
This represents £523m of third-party
spend. So far, we found that our suppliers
scored on average 59.6 out of 100
on EcoVadis, 13.6% higher than the
benchmark. We also embedded EcoVadis in
our tender process, making its sustainability
assessment a mandatory requirement for
all winning suppliers.
We are now working with our suppliers to
create corrective action plans, supporting
them in improving their sustainability
performance. We encourage them to set
Science-based Targets, increase their use
of renewable energy sources, and publish
policies around Anti-Bribery and Corruption
(“ABC), Modern Slavery, and Diversity,
Equity and Inclusion (“DEI”). Our ambition is
for 75% of our in-scope third-party spend
to be assessed on EcoVadis by the end
of 2025.
Next year, we will start implementing our
2024-2026 Modern Slavery Strategy by
conducting an extensive risk assessment
of all our in-scope suppliers, mapping
areas where modern slavery could be
more prevalent based on factors such as
purchasing category or political instability.
The findings will help us identify higher-risk
suppliers and, when necessary, request
the completion of supplier self-assessment
questionnaires and plan for external on-site
audits to be completed in 2025.
Promoting Grassroots, Disability and
Women’s Sports
Entain is passionate about sports and
understands the role it plays in society.
We are proud to invest at the grassroots
level, supporting amateur and professional
athletes of all ages, backgrounds, and
abilities to chase their dreams. The Entain
Foundation supports projects across the
globe that you can discover in our 2022/23
Social Impact Report.
In the UK, we are proud of our long-term
commitment to SportsAid, helping young
British athletes aspiring to become the
country’s next Olympic, Paralympic,
Commonwealth, and world champions.
Since 2019, Entain has helped 251 athletes
by providing them with a financial award to
help with training, equipment, competition
costs, and personal development training.
We empower a diverse cohort of sports
people nationwide, with a close to even
gender split, 48% of our athletes with a
disability and 16% coming from ethnic
minority backgrounds. By 2024, we will
have donated £500,000 to SportsAid.
Entain plc Annual Report 2023
51
1 Overview8 Strategic report88 Governance140 Financial statements In the U.S., we have partnered with Oak
Out Hunger Entain since 2022. The project,
launched by the Charles Oakley Foundation,
provides education in responsible
gambling with other forms of support to
underprivileged communities. The Entain
Foundation U.S. sponsorship provides
funding and expertise in preventing and
mitigating problem gambling to the Oak
Out Hunger community project. In 2023,
the Entain Foundation U.S. helped fund
10,000 meals to those communities in need.
If you would like to learn more about the
difference we make with our partners
across the globe, we invite you to review
our 2022/23 Social Impact Report.
We also launched Pitching In in 2020 to
support and develop grassroots sports in
the UK, helping non-league clubs improve
their facilities. This multi-million-pound,
multi-year investment programme works
with the Trident Leagues to champion
their achievements and tell their stories.
Pitching In has been designed from the
ground up to deepen links between clubs
and their local communities. We are
also the founding partner of the Trident
Community Fund since 2020, investing
£150,000 every year to enable clubs to
engage in vital community-based projects
and invest in their local areas. In 2022, we
unveiled the Pitching In Volunteer Hub, a
unique online portal and one-stop shop
for every Trident League club to connect
football fans with potential volunteers.
The Volunteer Hub provides a simple
web-based interface where clubs can
post volunteering vacancies, while fans
can search for available opportunities in
their preferred clubs or locations. To date,
nearly 300 positions have been processed
through the hub, helping to bring a vitally
needed new generation of volunteers to the
Pitching In clubs.
Support communities where
we operate
As a global business, we want to positively
impact local communities across the
markets where we operate. Entain partners
with small to large-sized charities across
the globe to support the causes that are
the most important to our colleagues, our
customers, and our communities.
In Kenya, we partner with ComputerAid,
an international charity aiming to address
unequal access to technology in African
countries. Our support is helping to create
a Solar Learning Lab (“SLL”) in Al Huda
Primary School, providing technology
access to traditionally marginalised
communities in South Kenya. The SLLs
are shipping containers converted into
computer rooms and fitted with solar
panels to generate electricity, enabling
them to be deployed in remote locations.
In 2023, we enabled ComputerAid to install
two containers in Al Huda Primary School
with 20 computer stations, 20 laptops, as
well as drinking water and toilet facilities.
We expect over 750 students to access this
communal space in the coming months.
1. The Scope 3 categories included in our target are: Category 1: Purchase Goods & Services, Category 3: Fuel and Energy-related Activities, Category 4: Upstream Transportation
and Distribution, Category 5: Waste Generated in Operations, Category 6: Business Travel, and Category 7: Employee Commuting. We completed a similar risk assessment
exercise in 2022 and we intend to repeat it every other year.
52
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Our ESG Key
Performance Indicators
Our ESG Key Performance Indicators
Pillar
Data point
2023
2022
2021
Lead on player
protection
Number of jurisdictions outside the UK covered by the ARCTM player
protection programme
% contributions of GGY to RET
Cash and in-kind contributions towards responsible betting and
gaming initiatives
Customer interactions regarding problem gambling
ARCTM Interactions2,3
Customer complaints1
Customer complaints specifically related to a betting and
gaming transaction
Self-exclusions made1,4
Secure
& trusted
platform
% of revenues from domestically regulated or regulating markets
Number of markets exited with no clear path to a sustainable and
safe regulated betting and gaming industry
% of operations certified under ISO270015
% of Technology budget dedicated to Cybersecurity
27
1%
22
0.75%
-
0.5%
£20.8m
£18.3M
£12.9m
8.7m
7.5m
3,927
715
53,745
100%
5
80%
3.2
1.8m
3.7m
4,215
2.3m
n/a
4,045
629
655
60,261
61,644
100% Nearly 100%
9
n/a
n/a
3
n/a
n.a
n/a
Impact of security incidents
£0.7m
£3.6m
Entain plc Annual Report 2023
53
1 Overview8 Strategic report88 Governance140 Financial statements Our ESG Key
Performance Indicators
Pillar
Data point
Foster an
inclusive culture
Employees worldwide (headcount)6
Employees worldwide (FTE) 6 ,7
Female employees6
% female employees6
Part-time employees6
% part-time employees6
2023
29,582
23,650
13,645
46%
9,968
34%
2022
28,940
24,195
13,479
47%
9,754
34%
Median hourly pay difference between male and female colleagues
(Gender Pay Gap)8
Mean hourly pay difference between male and female colleagues
(Gender Pay Gap)8
Median bonus pay difference between male and female colleagues8
Mean bonus pay difference between male and female colleagues8
Females in all management positions (as % of total
management workforce)
Females in junior management positions (as a % of total
junior management workforce)
Females in technical roles9
Female managers in revenue generating functions10
UK-based employees who have confirmed being part of an ethnic
minority background, as a percentage of UK employees that have
reported their ethnicity11
UK-based employees who have confirmed as being part from an
ethnic minority background
Employee age groups:7
<30
30-50
50+
Unknown
Employee contract types:7
Permanent12
Fixed-termed12
Contractors13
Customer Satisfaction14
Average hours per employee of training and development
Employee turnover – all
Employee turnover – voluntary
Whistleblowing incidents reported and investigated
Whistleblowing incidents reported and investigated, broken down
by topics
Fraud and theft
Code of conduct
Procedural non-compliance
HSSE
HR Grievance
Not provided
Accidents
Employee work-related injuries
Employee reportable incidents
Public work-related incidents
Public reportable incidents
Robberies
Incidents of anti-social behaviour
Incidents of assault
Absenteeism rate15
% of internal hires
Employee engagement score16
54
Entain plc Annual Report 2023
4%
16%
44%
65%
37%
39%
28%
40%
15%
7%
35%
47%
15%
3%
99%
0.1%
1%
78%
13
28%
20%
65
12
32
15
1
4
1
603
72
5
5
0
50
6,137
452
4%
23.8
77%
3%
17%
39%
66%
37%
40%
31%
42%
14%
7%
37%
46%
14%
3%
99%
0.1%
1.5%
60%
8.1
36%
27%
51
5
23
12
3
7
1
624
112
5
11
2
73
5,979
240
5%
19%
74%
2021
25,554
19,314
11,583
45%
4,328
17%
5%
16%
60%
63%
38%
40%
30%
38%
18%
10%
38%
48%
14%
0%
98%
1.21%
1.78%
60%
10.5
32%
25%
29
N/A
456
117
5
9
2
36
4,216
132
N/A
N/A
78%
1 Overview8 Strategic report88 Governance140 Financial statements Our ESG Key
Performance Indicators
Pillar
Data point
Positive impact
on communities
(including
Streamlined
Energy &
Carbon
Reporting Data)
Total energy consumption (kWh)17,18
UK
Rest of the world (RoW)
Absolute direct emissions (scope 1) – (tCO2e)
Absolute indirect emissions (scope 2, location-based) – (tCO2e)
% of purchased electricity from renewable sources19
Total GHG emissions – direct & indirect: location based (tCO2e)20
UK
RoW
Absolute GHG emissions intensity per employee (tCO2e/headcount)
Absolute indirect emissions (scope 2, market-based) – (tCO2e)
Total GHG emissions – direct and indirect: market based (tCO2e)
UK
RoW
Waste generated21 (tonnes)
Total Scope 3 GHG emissions (tCO2e)22
Category 1: Purchased Goods & Services (EEIO methodology)
Category 1: Purchased Goods & Services (Supplier specific)
Category 4: Upstream Transportation & Distribution
Category 5: Waste
Category 6: Business Travel
Category 7: Employee Commuting
Supplier spend
Number of suppliers
2023
2022
2021
124,771,815
77,957,313
46,814,502
125,026,096
82,641,345
42,384,750
110,509,736
85,336,239
25,173,497
5,899
27,202
70.3%
33,101
14,885
18,216
1.12
9,171
15,071
625
14,445
3,738
£2.8bn
12,613
4,414
26,846
66.4%
31,259
15,569
15,690
1.08
12,151
16,565
1,980
14,585
4,384
346,051
312,603
15,726
7,873
101
5,292
4,456
£2.7bn
12,006
3,663
24,767
67.4%
28,430
18,286
10,144
1.13
12,677
16,340
4,932
11,408
3,858
315,550
288,524
12,100
6,399
83
4,398
4,046
£2.1bn
10,380
1. Data covers all Great Britain licenses.
2. Data covers all UK licenses.
3. This figure includes all ARCTM real-time packages and risk-based interceptors, as well as ARCTM emails. It is a count of the number of customer interactions, not at a distinct
customer level. This figure includes the 1,807,892 interactions reported under ‘Customer interactions regarding problem gambling’.
4. Data only includes self-exclusions made via Entain’s own processes (e.g., via customer services) and does not include third-party self-exclusion schemes such as, for example,
GAMSTOP (National Online Self-Exclusion Scheme) and the Multi-operator Self Exclusion Scheme. This information has been obtained from Entain’s Regulatory Returns.
5. We use employee headcount to evaluate the scope of our ISO27001 certification.
6. The 2023 figures under the ‘Foster an inclusive culture’ pillar do not include our latest acquisitions 365 Scores and STS as data isn’t yet available for these new subsidiaries at
the time of publication. Unless stated otherwise, the 2022 figures do not include employees from our November 2022 acquisitions, SuperSport, Puni Broj, and Minus. All figures
are global unless stated otherwise. The snapshot date for all figures is 31 December 2023 unless otherwise stated.
7. The 2022 figures have been revised from the 2022 annual report to include employees from SuperSport, Puni Broj, and Minus 5. The 2022 figures do not include employees from
SuperSport, Puni Broj, and Minus 5 who have left the business between 1/01/2023 and 31/04/2023.
8. Data covers UK colleagues only. Data is based on a snapshot date of 5 April for the year stated, as per the requirements of the UK’s Gender Pay Gap Reporting.
9. For the 2021 and 2022 figures, technical colleagues were those employees that rolled up to our Chief Technology Officer based on our Business Process Flow Manager.
Following changes to the Group’s functions in 2023, technical roles are defined for 2023 as all roles in our Product & Technology function excluding customer operations.
10. For the 2021 and 2022 figures, revenue-generating functions included our digital and retail/stadia functions. Following changes in the business, revenue-generating functions
are defined for 2023 as the following functions: Ladbrokes.au/Neds, Core, BetCity, Crystalbet, Enlabs, Eurobet, Labrokes.be, Latam, Retail & Stadia, and BetMGM.
11. This 2023 data is based on a sample of 47% of UK-based Entain employees who have provided us with their ethnicity information. To prevent us from over or understating the
ethnic diversity of our employees, we report this data in two ways. We report on both the percentage of the sample that identifies as being from ethnic minority backgrounds, as
well as the number of those confirmed to be identifying as from an ethnic minority background as a proportion of all UK employees.
12. As a percentage of the total number of employees excluding contractors.
13. As a percentage of the total number of employees.
14. Our methodology to measure customer satisfaction changed in 2023, as we stopped using email surveys and replaced them with digital pop-up surveys shared with customers
whilst online.
15. Data covers UK retail colleagues only.
16. We measure employee engagement based on the results of the annual Your Voice survey. The 2023 survey was postponed to January 2024, which is the basis for the 2023 data.
17. Coverage of energy consumption and emissions data is 100% for the UK, and 87% globally, by employee headcount. Global and ROW energy and emissions data are scaled up
based on this coverage to estimate totals across global operations. This data includes energy consumption related to both scope 1 (company vehicles, gas, and fuel) and scope
2 emissions (purchased electricity). Global coverage is below 100% due to limited availability at the time of reporting. Any updates to figures will be provided in our forthcoming
ESG Report and CDP submission.
18. Recent acquisitions of 365Scores and STS are not included in the figures due to no data availability at the time of reporting – we will include these entities in our 2024 reporting
and restate previous years according to our rebaselining policy.
19. Energy from renewable sources only includes electricity purchased that was actively sourced from renewables. All remaining electricity used by Entain is sourced from the local
grids where we operate.
20. Emissions are calculated using the GHG Protocol Corporate Accounting and Reporting Standard. Consumption data has been converted to GHG emissions using 2023 BEIS
emissions factors and 2023 IEA emissions factors for non-UK grid electricity. Emissions reported above are calculated using both the location-based and market-based
methods, using an operational control boundary. 2021 and 2022 GHG emissions (Scope 1 & 2) data has been assured to limited assurance by the Carbon Trust based on ISO
14064-3: 2019. Verification statements are available on our website. 2021 Scope 1 emissions data has been restated due to a methodology change that arose in the 2022
assurance process.
21. Waste data is sourced from our operations in the UK. This makes up 49% of our overall headcount. These figures are not prorated to 100% coverage.
22. Scope 3 emissions data disclosed has been verified by the Carbon Trust to ISO 14064-3 for 2022 and 2021. 2023 data was not available at the time of reporting but will be
disclosed later in 2024.
Entain plc Annual Report 2023
55
1 Overview8 Strategic report88 Governance140 Financial statements TCFD
Entain is a staunch supporter of the recommendations of the
Task Force for Climate-related Financial Disclosures (“TCFD”),
having made voluntary disclosures ahead of the FCA’s mandatory
requirements for UK Premium Listed Companies. In this section, we
disclose the threats and opportunities of different climate scenarios
on our Group – whether these are the impacts of transitioning to a
lower-carbon economy, or the adaptational impacts arising from a
rapidly warming planet
Over the past year, we have made progress
in integrating climate-related risks into our
group enterprise risk management (“ERM”)
framework. In line with the ‘comply or
explain’ obligation under the UK’s Financial
Conduct Authority Listing Rules, the Group
can confirm it is fully compliant with ten of
the eleven TCFD recommendations and
partially compliant with disclosure C of
the Metrics and Targets pillar. Where we
are partially compliant, we continue to
develop and mature our processes as
outlined below.
Our priority for 2023 was to start
evaluating the impact of our relevant
climate-related risks on the group in line
with our ERM methodology as described on
pages 79 to 82. Using the outcomes of our
2022 scenario analysis, we reviewed our
climate-related threats and opportunities to
identify those that are the most significant
to the group. This process helped us
refine our analysis, and we have revised
our list of climate-related threats and
opportunities accordingly.
Over the next year, we will continue refining
the quantification of the impact of climate-
related risks on the Group and across our
different markets. We want to further
embed climate-related considerations
into the Group’s financial planning and
relevant business strategies, such as our
Key Locations Strategy which determines
where we will operate in the future. We will
consider additional metrics and targets
to monitor our climate-related threats
and opportunities (Metrics and targets –
disclosure C), in particular the physical risks
outlined in Table 2. These updates will be
included in the 2024 Annual Report.
This statement was developed by following
the guidance in Section C of the TCFD
Guidance Document: Implementing the
Recommendations of the Task Force on
Climate-related Financial Disclosures.
Table 1 is structured against the four pillars
of the TCFD framework: Governance,
Strategy, Risk Management and Metrics
and Targets. Table 2 summarises our
most material climate-related risks and
opportunities and their estimated impact
on the Group. Table 3 outlines the climate
change scenarios used in our 2022 analysis
and subsequent 2023 review.
Table 1 – Climate-related financial disclosures aligned with the TCFD recommendations
Governance
(a) Describe the board’s
oversight of climate-
related risks and
opportunities.
FC The Entain Board is ultimately responsible for climate-related threats and opportunities, with overall
ownership of this agenda sitting with our CEO.
Responsibility for identifying and managing threats is delegated to the Sustainability and
Compliance Committee, which is accountable for monitoring our progress against targets, and
ensuring climate-related risks are adequately addressed, respectively.
The Sustainability and Compliance Committee is also responsible for approving, and overseeing
the implementation of, our environmental strategy. The Committee receives quarterly updates on
our progress against our climate-related performance – including progress against our goals and
targets – from the ESG Steering Committee (see below). In 2023, the Sustainability and Compliance
Committee was briefed on climate-related issues and opportunities at four of their meetings.
The Group Risk Committee, which reports to the Board, has operational responsibility for managing
risks within the Group, including climate-related risks deemed to have a material financial impact.
The Board ultimately approves the Principal Risks and significant risks as well as how they are
allocated for monitoring.
(b) Describe
FC Our ESG Steering Group is responsible for assessing and managing climate-related threats
management’s role
in assessing and
managing climate-
related risks and
opportunities.
and opportunities, as well as overseeing our approach to climate change as part of our wider
sustainability strategy. The ESG Steering Group is chaired by our Chief IR & Communications Officer
and reports to the Board Sustainability and Compliance Committee every quarter (see pages 42 to
43).
In addition to our ESG Steering Group, we set up a Net Zero Action Group to deliver Entain’s Net Zero
strategy. The Action Group convenes senior colleagues across departments to identify practical
measures which can be implemented throughout our global operations to reduce greenhouse gas
emissions. It reports to the ESG Steering Group every quarter.
56
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements TCFD
Strategy
(a) Describe the
climate-related risks
and opportunities
the organisation has
identified over the
short, medium, and
long term.
FC Please see Table 2 on pages 60 to 61 for a full description of climate-related threats (both physical
and transition) and opportunities potentially arising over the short, medium, and long term that
could have a material financial impact on Entain.
As described below, our climate-related threats and opportunities have been assessed against
Entain’s ‘Impact versus Action’ matrix (see page 82). In line with our matrix, the materiality of
climate-related risks on Entain was assessed by evaluating their potential impact on the Group’s
finances, operations, reputation, and commitment to health & safety. This was done across three
climate scenarios (see Table 3) and time horizons (see below). All climate-related threats and
opportunities were mapped against five categories, from very low impact to very high impact. The
Group defined as material any climate-related risks potentially having a medium or above impact on
the Group.
We understand that climate-related threats and opportunities can have longer-term time horizons
that span beyond typical enterprise risk management and business planning processes. We
considered climate-related risks based on the following time horizons:
Short (0-3 years)
Medium (3-5 years)
Long (5+ years)
(b) Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses,
strategy, and
financial planning.
FC In Table 2, we describe the potential impact of climate-related threats and opportunities on the
Group’s businesses, strategy, and financial planning in the short-, medium- and long-term (see
section above for definitions).
Addressing climate change is a key part of our strategy, and our Net Zero by 2035 commitment is an
important aspect of the Sustainability enabler in our strategic framework. Delivering on this requires
alignment with financial planning. In the short-to-medium-term, financial planning decisions have
already been made with the climate in mind.
For example:
Continuing to invest in our green electricity tariff for the UK Retail estate, despite increasing
energy costs.
Investing in a renewable Power Purchasing Agreement (PPA) to secure renewable energy at a
fixed price to gain energy price certainty.
Increasing our price banding for our company car selection, giving a wider choice for relevant
colleagues opting for hybrid and electric vehicles.
Over the next years, we will look to further embed climate considerations into our financial and
strategic planning processes as we further enhance our assessment and response to climate-
related issues and further integrate climate-related risks into our day-to-day processes. Currently,
the impact of climate-related issues has not significantly impacted Entain’s financial performance or
financial position, and we don’t anticipate it will in the short to medium term.
(c) Describe the
FC In Table 2, we describe the Group’s strategic response and resilience regarding our climate-
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario.
related risks and opportunities. The risks outlined in Table 2 were developed through a series of
workshops held throughout 2022 and reviewed again in 2023 against our ERM methodology. Our
analysis raised risks that have not yet been deemed to be Principal Risks in and of themselves,
but climate change may become a factor in affecting the impact of our current Principal Risks,
and the subsequent actions required to manage those risks, both threats and opportunities.
Therefore, the climate-related threats and opportunities identified are emerging and/or operational
risks that will continue to be monitored and evaluated. The most significant risks have been
integrated into functional and divisional risk registers and they are continuously reviewed by their
functional owners.
Entain plc Annual Report 2023
57
1 Overview8 Strategic report88 Governance140 Financial statements TCFD
Risk Management
(a) Describe the
FC In 2022, we conducted a series of workshops focused specifically on climate-related threats
organisation’s
processes for
identifying and
assessing climate-
related risks.
and opportunities. This was led by Entain’s Chief Risk Officer and facilitated by our external ESG
Advisors. The purpose of these workshops was to gather insights from leaders around the business
on the climate-related threats and opportunities that were relevant to Entain, identifying those that
required further in-depth analysis to determine their impact on our business. In these workshops,
we explored three climate change scenarios outlined in Table 3, enabling the workshop participants
to draw out how each would affect Entain’s ability to deliver on our strategy. The climate-related
threats and opportunities identified through these workshops were disclosed in our 2022
TCFD statement.
In 2023, we wanted to further integrate these threats and opportunities into our group enterprise
risk management framework and start evaluating their impact on the Group in absolute terms
as well as in relation to other business risks. We convened leaders and experts from across
the business to review the risks and assess them against our ‘Impact versus Action’ matrix, as
described on page 82. All risks were assessed for their impact on the business and the actions
required to bring those risks within Entain’s risk appetite. The impact of each risk was measured by
evaluating its financial implications, its potential operational impact (including impact on products
and services), the effect on the reputation of our brands and whether it affects our commitment to
health, safety, security, and well-being. This allowed us to allocate risks across five categories, from
very low impact to very high impact. Any climate-related risks potentially having a medium or above
impact on the Group is deemed as material and disclosed in Table 2. These material risks have been
integrated into our functional and divisional risk registers (see disclosure C below).
(b) Describe the
FC Our principal risks are recommended by the Group Risk Committee and ratified by our board,
as described on pages 83 to 86. The feedback from our 2022 and 2023 TCFD workshops found
that our climate-related threats and opportunities do not qualify as Principal Risks but rather
as emerging and/or operational risks. The outcomes of our work described above allowed us
to prioritise our significant climate-related threats and opportunities have been integrated into
functional and divisional risk registers and they are continuously reviewed by their divisional heads.
FC In 2023, we further embedded the process for identifying, assessing, and managing climate-related
risks into our overall risk management and governance framework, which is outlined on pages
79 to 82. As described above, all climate-related threats and opportunities have been assessed
against Entain’s ‘Impact versus Action’ matrix. The most significant climate-related threats and
opportunities have been integrated into functional and divisional risk registers and they are
continuously reviewed by their divisional heads along with other business risks on an annual basis.
organisation’s
processes for
managing
climate-related
risks.
(c) Describe how
processes for
identifying,
assessing, and
managing climate-
related risks are
integrated into
the organisation’s
overall risk
management.
58
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements TCFD
Metrics and Targets
(a) Disclose the
FC In 2023, the Group started evaluating our climate-related threats and opportunities against Entain’s
metrics used by
the organisation
to assess climate-
related risks and
opportunities
in line with its
strategy and risk
management
process.
‘Impact versus Action’ matrix, described on pages 60 to 61. The impact of each risk was measured
different scenarios and timeframes by evaluating its potential:
financial implications
operational impact
effect on the reputation of our brands
affect to health, safety, security, and well-being of our employees
This allowed us to evaluate the business impact of climate-related risks – from very low to very high
– across three different climate scenarios.
Entain also uses the following metrics to monitor its performance in managing transition risks and
progress against its Net Zero target:
(b) Disclose Scope 1,
Scope 2, and, if
appropriate, Scope
3 greenhouse gas
(GHG) emissions,
and the related
risks.
(c) Describe the
C
targets used by
the organisation to
manage climate-
related risks and
opportunities
and performance
against targets.
Scope 1 and 2 greenhouse gas emissions
Scope 3 greenhouse gas emissions
Global energy consumption
Percentage of electricity purchased on renewable energy contracts
Water consumption (where data is available)
Waste (where data is available)
We report our performance against these metrics on page 55. We disclose figures for the past three
financial years (FY23, FY22, and FY21) and we describe the methodologies used to calculate them.
In line with prior years, the Group will report 2023 scope 3 data within its forthcoming 2023-24 ESG
Report, expected to be published in Q2 2024.
At the time of reporting, climate-related metrics are not linked to remuneration. Entain does not
currently have an internal carbon price.
FC On page 55, we disclose our Scope 1 and 2 greenhouse gas emissions for the financial years 2023,
2023, and 2021, showing historical trends. We use the GHG Protocol Corporate Standard and GHG
Protocol Corporate Value Chain (Scope 3) Standard as our methodology, using the ‘operational
control’ boundary to disclose this information.
Given the reputational risk of inaccurate reporting and the need for high-quality ESG data, we
commissioned the Carbon Trust to assure our Scope 1, 2, and 3 data. Assurance of our Scope 1 and
2 information has taken place since 2019, and our Scope 3 data for 2021 and 2022 has now been
completed. These assurance statements available on the Entain website.
Entain currently has two non-financial targets linked with remuneration (see the Remuneration
Committee Report on page 131, linked with customer satisfaction and safer betting and gaming.
Currently, Entain does not have a climate-related target that is linked with remuneration.
As described on pages 50 to 51, we have set a Net Zero by 2035 target, which is underpinned by a
near-term reduction target of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline
year. In 2023, we started quantifying the impact of climate-related threats and opportunities. As
we continue refining our understanding of the financial impact of climate change on our business,
we intend to identify further metrics and targets that can be used to assess our most significant
climate threats and opportunities. We will continue this in 2024 with further disclosures against
recommendation A to be provided in the 2024 Annual Report as climate risk owners further define
KPIs to manage specific climate-related against.
Entain plc Annual Report 2023
59
1 Overview8 Strategic report88 Governance140 Financial statements TCFD
Table 2- Summary of our most material climate-related risks and opportunities and their
estimated impact
Link to Strategic
Priorities (see pages
23 to 25)
5 – Drive
Market Share
TCFD Category
Physical Risk
Acute
Medium-term
Physical Risk
3 – Tech & product
Acute
Medium to
Long-term
5 – Drive
market share
Principal
Risks
08 –
execution of
the Group
Strategy
08 –
execution of
the Group
Strategy
Potential Impact
1.5oC
2oC
3oC
Strategic Response & Resilience
Business Impact
Threat: Disruption of live events on trading markets due to increased
severity of extreme weather events. We see the risk of this in climate
scenarios where extreme weather events continue to affect society, sporting
events and other events that are critical to our markets. This may manifest
itself in last-minute cancellations or postponement of live events, which has
the potential to negatively impact revenues.
Threat: Impact of extreme weather events on key locations. Entain
operates globally, and our climate-related physical risks will vary across our
markets and global operations. There are several key sites which are critical
to the day-to-day operations of the Group and where disruptions would
impact our ability to provide customers with our products and generate
revenues.
Physical Risk
3 – Tech & product
Acute
Long-term
5 – Drive
market share
02 – Data
Privacy
and Cyber
resilience
Threat: Impact of extreme weather events on key digital suppliers. Our
operations are highly dependent on technology and advanced information
systems. A disruption or interruption due to weather events in our critical
digital value chain could affect trading and customer experience.
07 – Maintain
Technology
platform
resilience
08 –
execution of
the Group
Strategy
08 –
execution of
the Group
Strategy
09 – ensure
Health,
safety,
security and
well-being of
employees,
customers,
and
communities
01 – Laws,
Regulations,
Licensing and
Regulatory
Compliance
Physical Risk
4 – Simplification
Chronic
Short-term
Physical Risk
4 – Simplification
Chronic
Medium-term
Transition Risk
2 – Key Markets
Policy & Legal
4 – Simplification
Short-term
60
Entain plc Annual Report 2023
Threat: Increased operational costs. In scenarios where global warming
is most prevalent, we may see an increase in costs for cooling our
infrastructure. This may have implications in terms of operating expenditure
due to increased energy usage, as well as capital expenditure where new
systems may need to be installed. Alternately, in a 1.5o scenario, we may
face transition costs due to new energy-efficiency requirements affecting
our offices, retail estate, and stadia.
Threat: Impact on our colleagues due to changing weather patterns. In
the 2o and 3o scenarios, our colleagues may be impacted by the effects of
climate change in the medium to long term. The increase in vector-borne
diseases in new locations in the long term may also impact absentee rates.
Similarly, travel disruptions and increased costs of living may affect our
colleagues’ ability to travel to work.
Threat: Increased regulatory requirements to disclose our climate
impacts and demonstrate progress against our targets. This risk is
particularly relevant to our strategy to grow in key markets, notably our
BetMGM and US strategic priority, where operations in these markets may
require further compliance with climate-related reporting regulations. This
may lead to increases in costs of compliance, such as external assurance
costs, and penalties for non-compliance.
As a global entertainment business, Entain facilitates betting and gaming across more than 30
sports and offers betting opportunities on more than 40,000 different events in any given week. The
diversification of our trading markets helps us mitigate this threat.
In response to this threat, we have incorporated physical climate-related risks into the management
of our current Group Significant Risk – Loss of Key Locations.
Business continuity plans and arrangements for off-site data storage, alternative system availability
and remote working for key operational colleagues and senior management have been tested to
certain extents throughout the Covid-19 pandemic and continue to be subject to ongoing review.
We are managing this threat by incorporating climate-related physical risks into the management
of our current Principal Risk – Maintain Technology Platform Excellence. Our technology resilience
is supported by robust operational procedures and business continuity plans. All critical revenue-
generating systems are built to mission-critical and high availability standards with all operational
data across the ecosystem protected, replicated, and safeguarded. As part of the Group’s technology
strategy and objectives we are continuously enhancing our processes and making further
improvements and, where necessary, to automate the Group’s full geographical disaster recovery
capability.
We are already addressing this threat through the decarbonisation of our operations (please
see page 84 and our rolling shop refurbishment scheme, which incorporates energy efficiency
improvements.
Supporting our colleagues is an essential part of our ESG strategy and we will continue to monitor
the needs of our colleagues to make Entain the best place to work. As stated above, we already have
arrangements in place for remote working across our different business functions and operations. We
have worked with our IT teams to ensure that all colleagues (excluding colleagues working in shops)
have the equipment they need to work remotely.
We have an established process in place to report robust organisational emissions – which are
assured annually by the Carbon Trust – to comply with our requirements as a UK-listed company.
At the beginning of 2024, we started implementing Normative’s carbon accounting tool to continue
improving our data collection and quality. We continue to monitor changing regulation in the markets
and jurisdictions where we operate and improve the robustness of our emissions reporting.
1 Overview8 Strategic report88 Governance140 Financial statements Link to Strategic
Priorities (see pages
Principal
5 – Drive
Market Share
Risks
08 –
Physical Risk
Acute
Medium-term
Threat: Disruption of live events on trading markets due to increased
execution of
severity of extreme weather events. We see the risk of this in climate
the Group
Strategy
scenarios where extreme weather events continue to affect society, sporting
events and other events that are critical to our markets. This may manifest
itself in last-minute cancellations or postponement of live events, which has
the potential to negatively impact revenues.
Physical Risk
3 – Tech & product
08 –
Threat: Impact of extreme weather events on key locations. Entain
Acute
Medium to
Long-term
5 – Drive
market share
execution of
operates globally, and our climate-related physical risks will vary across our
the Group
Strategy
markets and global operations. There are several key sites which are critical
to the day-to-day operations of the Group and where disruptions would
impact our ability to provide customers with our products and generate
revenues.
Physical Risk
3 – Tech & product
02 – Data
Threat: Impact of extreme weather events on key digital suppliers. Our
Acute
Long-term
5 – Drive
market share
Privacy
and Cyber
resilience
operations are highly dependent on technology and advanced information
systems. A disruption or interruption due to weather events in our critical
digital value chain could affect trading and customer experience.
07 – Maintain
Technology
platform
resilience
08 –
execution of
the Group
Strategy
employees,
customers,
and
communities
Physical Risk
4 – Simplification
08 –
Threat: Increased operational costs. In scenarios where global warming
Chronic
Short-term
Chronic
Medium-term
execution of
is most prevalent, we may see an increase in costs for cooling our
the Group
Strategy
infrastructure. This may have implications in terms of operating expenditure
due to increased energy usage, as well as capital expenditure where new
systems may need to be installed. Alternately, in a 1.5o scenario, we may
face transition costs due to new energy-efficiency requirements affecting
our offices, retail estate, and stadia.
Health,
safety,
the 2o and 3o scenarios, our colleagues may be impacted by the effects of
climate change in the medium to long term. The increase in vector-borne
security and
diseases in new locations in the long term may also impact absentee rates.
well-being of
Similarly, travel disruptions and increased costs of living may affect our
colleagues’ ability to travel to work.
Physical Risk
4 – Simplification
09 – ensure
Threat: Impact on our colleagues due to changing weather patterns. In
Transition Risk
2 – Key Markets
01 – Laws,
Threat: Increased regulatory requirements to disclose our climate
Policy & Legal
4 – Simplification
Short-term
Regulations,
impacts and demonstrate progress against our targets. This risk is
Licensing and
particularly relevant to our strategy to grow in key markets, notably our
Regulatory
Compliance
BetMGM and US strategic priority, where operations in these markets may
require further compliance with climate-related reporting regulations. This
may lead to increases in costs of compliance, such as external assurance
costs, and penalties for non-compliance.
TCFD Category
23 to 25)
Potential Impact
1.5oC
2oC
3oC
Strategic Response & Resilience
TCFD
Key:
Low
Medium
High
Very High
Business Impact
As a global entertainment business, Entain facilitates betting and gaming across more than 30
sports and offers betting opportunities on more than 40,000 different events in any given week. The
diversification of our trading markets helps us mitigate this threat.
In response to this threat, we have incorporated physical climate-related risks into the management
of our current Group Significant Risk – Loss of Key Locations.
Business continuity plans and arrangements for off-site data storage, alternative system availability
and remote working for key operational colleagues and senior management have been tested to
certain extents throughout the Covid-19 pandemic and continue to be subject to ongoing review.
We are managing this threat by incorporating climate-related physical risks into the management
of our current Principal Risk – Maintain Technology Platform Excellence. Our technology resilience
is supported by robust operational procedures and business continuity plans. All critical revenue-
generating systems are built to mission-critical and high availability standards with all operational
data across the ecosystem protected, replicated, and safeguarded. As part of the Group’s technology
strategy and objectives we are continuously enhancing our processes and making further
improvements and, where necessary, to automate the Group’s full geographical disaster recovery
capability.
We are already addressing this threat through the decarbonisation of our operations (please
see page 84 and our rolling shop refurbishment scheme, which incorporates energy efficiency
improvements.
Supporting our colleagues is an essential part of our ESG strategy and we will continue to monitor
the needs of our colleagues to make Entain the best place to work. As stated above, we already have
arrangements in place for remote working across our different business functions and operations. We
have worked with our IT teams to ensure that all colleagues (excluding colleagues working in shops)
have the equipment they need to work remotely.
We have an established process in place to report robust organisational emissions – which are
assured annually by the Carbon Trust – to comply with our requirements as a UK-listed company.
At the beginning of 2024, we started implementing Normative’s carbon accounting tool to continue
improving our data collection and quality. We continue to monitor changing regulation in the markets
and jurisdictions where we operate and improve the robustness of our emissions reporting.
Entain plc Annual Report 2023
61
1 Overview8 Strategic report88 Governance140 Financial statements TCFD
Table 2- Summary of our most material climate-related risks and opportunities and their
estimated impact continued
TCFD Category
Link to Strategic
Priorities (see pages
23 to 25)
Principal
Risks
Potential Impact
Business Impact
1.5oC
2oC
3oC
Strategic Response & Resilience
Transition Risk
1 – Portfolio Review
Market
Long-term
5 – Drive
market share
Transition Risk
4 – Simplification
Technology
Reputation
Short to
Medium-term
Opportunity
N/A
Products
and Services
Short-term
06 –
Attracting
and retaining
key talent
Threat: Changing Customer Behaviour. In the 2o and 3o scenarios,
reducing crop yields and supply chain shocks may increase the cost of living
in the short to medium term. This may reduce the income available to our
customers to spend on entertainment. In addition, more extreme weather
events may lead to changes in how customers engage with our products.
For example, we may experience a decrease in the footfall of customers
travelling in person to our shops. We could also notice an increase in
customers receiving entertainment within the home, with a positive impact
on our digital business and ability to attract new audiences.
Threat: Lack of regulations and limited low-carbon alternatives slow
decarbonisation process. It remains uncertain how the wider economy will
respond to climate change, and therefore the availability and pricing of low-
carbon solutions. In the 2o and 3o scenarios, the availability of low-carbon
alternatives would be lower. This has the potential for lower availability of
these products and services, in turn leading to increased costs for reaching
our net zero target. Our suppliers may face similar challenges and fail to
support our Net Zero commitment, impacting our ability to decarbonise our
business within the timeline we set. This would have follow-on reputational
risks to the Group. In the longer term, we also see a risk due to price
uncertainty in credible carbon removals that will be required to mitigate any
of our residual emissions to achieve our Net Zero target in 2035, in line with
the Science Based Targets Initiative (SBTi)’s Net Zero Standard.
Opportunity: Sustainability Leadership. In a 1.5o scenario, where
there is immediate and rapid decarbonisation, we anticipate ambitious
decarbonisation commitments from our suppliers and greater availability of
lower-emissions products and services at scale, reducing the costs required
to deliver our net-zero strategy. This presents Entain with an opportunity
to demonstrate significant progress and ultimately achieve our Net Zero by
2035 ambition.
We don’t anticipate this threat to materialise in the short to medium-term. Furthermore, our access
to both the online and retail markets mitigates the threat of a reduced footfall in our shops as we
can offer our products to customers directly in their homes. We will continue to monitor changes in
customer behaviour and assess their impacts and potential opportunities. This will influence capital
expenditure decisions when considering the location of our shops.
We have started mitigating this threat in our financial planning, notably by investing in a renewable
Power Purchasing Agreement (PPA) to secure renewable energy at a fixed price to gain energy price
certainty. We are also actively engaging with our suppliers on decarbonisation, with an initial focus
on these 19 suppliers who represent over a third of our scope 3 emissions. Our new partnership with
EcoVadis will enable us to refine our Net Zero roadmap by giving us access to primary emission data
from our suppliers. Whilst the price of offset is not a threat for the Group in the short to mid-term, we
will continue to monitor carbon markets and carbon removal standards developments.
Entain has the necessary strategy and governance in place to seize this opportunity. Decarbonisation
is a central part of our ESG Strategy. We are committed to achieve Net Zero emissions by 2035
and are now focused on achieving our near-term science-based target. We have committed to a
reduction of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline year. This has
been submitted to the Science-based Targets initiative to ensure our journey to decarbonisation is
in line with limiting global warming to 1.5o, as per the Paris Agreement. Our Net Zero Action Group,
which convenes senior colleagues across departments to support our decarbonisation plans,
directly reports to board-level Sustainable & Compliance Committee. Please refer to page 43 for more
details.
Table 3 – Entain’s Climate Change Scenarios
The three scenarios used in identifying Entain’s climate-related threats and opportunities have been tailored for the group, based on
a combination of evidence and sources, primarily provided by the Intergovernmental Panel on Climate Change (IPCC), the International
Energy Agency (“IEA”), and the Principles for Responsible Investment (PRI).
Scenario
Basis
Description
1.5OC
RCP2.6/SSP1
Action taken has achieved the aims set out in the 2015 Paris Agreement
PRI IPR: 1.5C Required Policy Scenario
to limit climate change rise to below 1.5°C of pre-industrial levels, but with
significant shifts in policy, cost, and consumer behaviours.
2.0oC
RCP4.5/SSP2
Not much has changed from today. Some action has been taken, but it’s very
PRI IPR: Forecast Policy Scenario
much business as usual. Uncertainty increases and impacts of a changing
3.0oC
RCP6.0/SSP5
climate manifest themselves in vulnerable parts of the world.
Economies around the world have continued to be powered by fossil fuels.
As a result, the planet reaches a point where it is in crisis and well past the
point of no return by 2030. Global warming has accelerated and changes in
climate are all around, tangible and, in some cases, catastrophic.
62
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Transition Risk
1 – Portfolio Review
Threat: Changing Customer Behaviour. In the 2o and 3o scenarios,
Link to Strategic
Priorities (see pages
Principal
Market
Long-term
5 – Drive
market share
Transition Risk
4 – Simplification
Threat: Lack of regulations and limited low-carbon alternatives slow
reducing crop yields and supply chain shocks may increase the cost of living
in the short to medium term. This may reduce the income available to our
customers to spend on entertainment. In addition, more extreme weather
events may lead to changes in how customers engage with our products.
For example, we may experience a decrease in the footfall of customers
travelling in person to our shops. We could also notice an increase in
customers receiving entertainment within the home, with a positive impact
on our digital business and ability to attract new audiences.
decarbonisation process. It remains uncertain how the wider economy will
respond to climate change, and therefore the availability and pricing of low-
carbon solutions. In the 2o and 3o scenarios, the availability of low-carbon
alternatives would be lower. This has the potential for lower availability of
these products and services, in turn leading to increased costs for reaching
our net zero target. Our suppliers may face similar challenges and fail to
support our Net Zero commitment, impacting our ability to decarbonise our
business within the timeline we set. This would have follow-on reputational
risks to the Group. In the longer term, we also see a risk due to price
uncertainty in credible carbon removals that will be required to mitigate any
of our residual emissions to achieve our Net Zero target in 2035, in line with
the Science Based Targets Initiative (SBTi)’s Net Zero Standard.
Opportunity
N/A
06 –
Opportunity: Sustainability Leadership. In a 1.5o scenario, where
Attracting
there is immediate and rapid decarbonisation, we anticipate ambitious
and retaining
decarbonisation commitments from our suppliers and greater availability of
key talent
lower-emissions products and services at scale, reducing the costs required
to deliver our net-zero strategy. This presents Entain with an opportunity
to demonstrate significant progress and ultimately achieve our Net Zero by
2035 ambition.
Technology
Reputation
Short to
Medium-term
Products
and Services
Short-term
TCFD Category
23 to 25)
Risks
Potential Impact
1.5oC
2oC
3oC
Strategic Response & Resilience
TCFD
Key:
Low
Medium
High
Very High
Business Impact
We don’t anticipate this threat to materialise in the short to medium-term. Furthermore, our access
to both the online and retail markets mitigates the threat of a reduced footfall in our shops as we
can offer our products to customers directly in their homes. We will continue to monitor changes in
customer behaviour and assess their impacts and potential opportunities. This will influence capital
expenditure decisions when considering the location of our shops.
We have started mitigating this threat in our financial planning, notably by investing in a renewable
Power Purchasing Agreement (PPA) to secure renewable energy at a fixed price to gain energy price
certainty. We are also actively engaging with our suppliers on decarbonisation, with an initial focus
on these 19 suppliers who represent over a third of our scope 3 emissions. Our new partnership with
EcoVadis will enable us to refine our Net Zero roadmap by giving us access to primary emission data
from our suppliers. Whilst the price of offset is not a threat for the Group in the short to mid-term, we
will continue to monitor carbon markets and carbon removal standards developments.
Entain has the necessary strategy and governance in place to seize this opportunity. Decarbonisation
is a central part of our ESG Strategy. We are committed to achieve Net Zero emissions by 2035
and are now focused on achieving our near-term science-based target. We have committed to a
reduction of 29.4% in our scope 1, 2 and 3 emissions by 2027 from a 2020 baseline year. This has
been submitted to the Science-based Targets initiative to ensure our journey to decarbonisation is
in line with limiting global warming to 1.5o, as per the Paris Agreement. Our Net Zero Action Group,
which convenes senior colleagues across departments to support our decarbonisation plans,
directly reports to board-level Sustainable & Compliance Committee. Please refer to page 43 for more
details.
Table 3 – Entain’s Climate Change Scenarios
The three scenarios used in identifying Entain’s climate-related threats and opportunities have been tailored for the group, based on
a combination of evidence and sources, primarily provided by the Intergovernmental Panel on Climate Change (IPCC), the International
Energy Agency (“IEA”), and the Principles for Responsible Investment (PRI).
Scenario
Basis
Description
RCP2.6/SSP1
PRI IPR: 1.5C Required Policy Scenario
Action taken has achieved the aims set out in the 2015 Paris Agreement
to limit climate change rise to below 1.5°C of pre-industrial levels, but with
significant shifts in policy, cost, and consumer behaviours.
1.5OC
2.0oC
RCP4.5/SSP2
PRI IPR: Forecast Policy Scenario
3.0oC
RCP6.0/SSP5
Not much has changed from today. Some action has been taken, but it’s very
much business as usual. Uncertainty increases and impacts of a changing
climate manifest themselves in vulnerable parts of the world.
Economies around the world have continued to be powered by fossil fuels.
As a result, the planet reaches a point where it is in crisis and well past the
point of no return by 2030. Global warming has accelerated and changes in
climate are all around, tangible and, in some cases, catastrophic.
Entain plc Annual Report 2023
63
1 Overview8 Strategic report88 Governance140 Financial statements Engaging with
stakeholders
The Board recognises the importance of effective
governance and operates in line with the UK reporting
regulations. The information below should be read in
conjunction with the rest of the Strategic Report.
Section 172 of the Companies Act 2006
imposes a general duty on Directors to act
in a way that they consider, in good faith,
to most likely promote the success of the
Company for the benefit of shareholders
as a whole. The Directors in setting
policies and strategies continue to have
regard to the interests of the Group’s
employees, shareholders, investors,
suppliers, customers and regulators,
including the impact of its activities on the
community and on the Group’s reputation.
These factors underpin the way in which
the Directors discharge their duties and
the Board is cognisant of the need to
engender strong relationships with all
stakeholders to help the Group deliver its
strategy and support its long-term values
including sustainability.
Our approach
The Board believes in the importance
of engaging in effective communication
with all of its stakeholders. Depending on
the nature of the issue in question, the
relevance of each stakeholder group may
vary and not every decision the Board
makes will necessarily result in a positive
outcome for every stakeholder.
At each meeting the Board ensures that the
process of considering its stakeholders is
embedded in papers it receives to enable it
to discharge its duties. The Board monitors
the progress and delivery of strategic
initiatives through metrics reported
in meetings.
In addition, the Remuneration Committee
assesses the overall performance of
the Group, including progress against
its responsible betting and gaming
ambitions as well as delivery against its
Environmental, Social and Governance
(“ESG”) strategy to support decision making
on remuneration outcomes.
To ensure that the Group continues to
operate in line with good corporate practice,
Directors as part of their induction receive
training on the scope and application of
Section 172 to ensure that they are aware
of how a Board, in its decision making, must
consider its stakeholders.
1
Colleagues
In order to gather feedback from colleagues around the Group, Board members
participated in a number of virtual and face-to-face employee events in 2023.
To facilitate such engagement we have instituted formal Employee Forums in our
major employment locations.
These Forums are a vital component of
our employee listening and engagement
strategy, enabling our people to discuss
how their teams connect with the
company purpose, strategy and values, as
well as discussing topics that impact them
and their colleagues.
Virginia McDowell, Chair of both the
Sustainability & Compliance and the
Remuneration Committees, is our
appointed Designated Workforce
Director, a position she has held since
2019. Virginia is a regular attendee at
Employee Forums, enabling her to provide
the Board and its Committees with
informed feedback and insight into the
realities of everyday working life at Entain.
Virgina McDowell and Rahul Welde
(Independent Non-Executive Director)
attended both the National Forum AGM
and the Global Engagement Conference
in 2023.
In addition, we regularly hold hybrid
virtual and physical ‘townhall’ meetings
through which our CEO, Board Directors
and senior management provide updates
and dialogue with our colleagues.
Twelve such hybrid townhall meetings
were hosted from nine different office
locations In 2023.
We believe that by encouraging and
supporting a diverse workforce where
individuals can thrive and success no
matter their background, is the best
way maximise our talent pool and better
represent our global customer-base.
We do not discriminate on the basis
of age, disability, gender or gender
reassignment, pregnancy or maternity,
race, religion or belief, sexual orientation
or marriage/civil partnership.
Read more: pages 53 to 57
64
Entain plc Annual Report 2023
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stakeholders
2
Customers
Our customers’ interests range from product availability, ethical behaviour, service,
pricing and promoting responsible attitudes to betting and gaming. The Group, as
part of its commitment to safer betting and gaming, engages through initiatives
such as Responsible Gambling Week, where responsible betting and gaming
messages dominated our websites and social media channels.
Our industry-leading ARCTM safer betting and gaming programme was developed in
recognition of the importance of tailoring our approach to the individual customer and
providing them with the protection and assurance which they should expect from us.
Read more: pages 43 to 52
3
Shareholders
We strive to provide the Group’s investors and shareholders with an accurate and
comprehensive view of the financial and sustainable performance of the business
as well as a clear presentation of our performance against our ESG objectives
and sustainability objectives. The Group undertakes regular conference calls and
meetings with investors through roadshows, investor conferences, one to one and
group calls, publication of the Annual Report, dedicated ESG Report, press releases
and Stock Exchange announcements. In 2023, the Group conducted a total of 553
investor interactions, as well as presenting at 12 conferences and ‘fireside chats’,
engaging with 353 unique institutions. These interactions involved a combination
of the CEO, CFO, the Chairman, the Chief IR & Communications Officer, Director of
IR and other management as appropriate.
In addition to these meetings and
conferences, as well as the usual trading
updates based around our financial
calendar, the Group also held four
shareholder events throughout the year.
These included a detailed business and
strategy update held In November 2023;
two updates on the performance of
the Group’s BetMGM joint venture and;
Entain Sustain, a virtual showcase and
presentation of the Group’s refreshed
sustainability strategy in December.
The Board receives feedback on
shareholder views through a variety of
channels, including regular meetings
throughout the year between
shareholders, our Chairman and executive
management. In addition to providing
the Board with updates on shareholder
discussion topics as part of its regular
Board reports, over the past year the
investor relations team conducted three
feedback and audit exercises to enable
us to better address investors views
based on a number of satisfaction and
confidence measures. These cover topics
including perception of the Group’s
strategy, management and opportunities
as well as delivery versus expectations
and transparency.
The quantitative analysis and qualitative
feedback were presented to the Board
during the year. The audits showed
positive progress in investor engagement
through the year with Entain performing
more positively than the benchmark
in all measures. In addition, Board
members listen in to results and trading
updates held by the Group for analysts
and institutional investors and can hear
directly the questions and comments
on Company performance and are
kept abreast of relevant newsflow and
commentary on the Company throughout
the year.
Read more: pages 8 to 11
Entain plc Annual Report 2023
65
1 Overview8 Strategic report88 Governance140 Financial statements Engaging with
stakeholders
4
Suppliers
The Group strives to work responsibly with its suppliers and regularly reviews its
customer and creditor payment policies. As part of the three-year modern slavery
strategy developed In 2023, we are now conducting an extensive risk assessment
of all our in-scope suppliers, to help us identify higher-risk suppliers and, where
necessary, request the completion of supplier self-assessment questionnaires.
As part of approach to ensuring a responsible supply chain, last year engaged
EcoVadis, the world’s largest platform for supplier sustainability ratings.
The EcoVadis platform enables us to evaluate our key suppliers and set corrective
action plans across four topics – environment, labour and human rights, ethics, and
sustainable procurement.
Our supplier interests range from fair trading, payment terms, success of the business
and long-term partnerships. The Group engages with suppliers by direct engagement,
supplier conferences and corporate responsibility and ethics reporting. The Board in its
duties receives regular reporting on retail performance and modern slave.
Read more: page 55
5
Our Communities
Group has committed to investing £100m over five years on a range of projects
and good causes including safer betting and gaming measures, investment in
grassroots sport, reducing environmental impact, diversity in technology and
projects with a clear link to our local communities.
Entain has committed to investing £100m
over five years (2021-2025) to support a
range of initiatives and good causes In
areas including safer betting and gaming
measures, investment in grassroots sport,
reducing environmental impact, diversity
in technology and projects with a clear link
to our local communities.
A flagship project of Entain Foundation is
the Group’s Pitching In grassroots sport
investment programme, through which
the Entain Foundation supports The
Trident Leagues in the UK, made up of
248 clubs at the heart of England’s non-
league football pyramid. The Foundation
also supports a range projects to promote
diversity in and through technology and
partnered with ComputerAid and the
Turing Trust in 2023 to deliver community
hubs in sub-Saharan Africa. The Company
provides a comprehensive update to
stakeholders through the publication of
both annual ESG report and annual Social
Impact Report.
The Board has overall oversight of
corporate responsibility planning and
reporting as well as involvement in
corporate affairs strategy which is
delegated to the Sustainability and
Compliance Committee. The Sustainability
and Compliance Committee is advised
by the executive ESG Steering Group and
also works with external consultants
which assist the operational units and
review the environmental and social
performance data.
Read more: pages 57 to 60
66
Entain plc Annual Report 2023
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stakeholders
6
Regulators
As a global operator and one of the world’s largest online betting, gaming
and sports entertainment companies, Entain engages with a wide variety of
stakeholders. These include regulators, investors, trade associations, safer betting
and gaming charities and customers. This engagement is core to our ability to
offer first class player protection through our cutting edge technology and product
platform, while upholding all licensing objectives, across multiple jurisdictions.
One of the key relationships we maintain is with our regulators. Liaising with our
regulators on an open and regular basis helps us to ensure that each of them
are fully apprised of our operating practices. Through this process we can help
policymakers shape our industry environment to best serve our stakeholder group
whilst operating in a legal and fair way.
Governments and regulators
How we engage
UK Government departments.
UK Gambling Commission.
Governments and regulators
in territories where we hold
gaming licences.
US state licensing bodies.
National information commissioners.
Ongoing dialogue with regulators,
domestic and international trade
associations and local authorities.
Responding to the UK Government’s
Review of the 2005 Gambling Act.
Numerous face-to-face
meetings bilaterally or as part of
industry meetings.
Domestic and International
Quarterly meetings, at a minimum,
trade Associations.
What are their expectations?
Providing an enjoyable and safe
leisure experience.
Making sure we operate legally and in a
fair manner.
Minimising harm and maximising
player protection.
Ensuring that we protect the young and
the vulnerable.
Reducing crime and unlawful behaviour.
Read more: pages 36 to 37
between the UK Gambling Commission
and senior members of Entain’s
leadership team.
Detailing governance, risk management
and safer betting and gaming
strategies through submission to the
UK Gambling Commission Annual
Assurance Statement process.
Partnerships with the GB Health &
Safety Executive.
Engagement with the Nevada Gaming
Commission’s Compliance Committee
Formal meetings with our regulators in
Gibraltar, Malta, the US and our other
global regulated jurisdictions.
Engage with the Department of
Justice in Ireland as it implements
new Anti-Money Laundering
(“AML”) requirements.
Respond to formal regulatory
consultations including most recently
the call for evidence on affordability
by the
UK Gambling Commission and RG
consultations in Spain and Sweden.
e-betting and gaming international
workshops in Spain, annual industry
meeting in Denmark and the ‘Licensing
information session’ in Germany.
Suspicious activity disclosed to relevant
national bodies and membership of
national match-fixing platforms (eg Spain).
Engagement with regulatory authorities
in regulating markets via local
associations and advisors in the run up
to licensing (eg Finland, Brazil).
Entain plc Annual Report 2023
67
1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
8
Strategic report
88 Governance
140 Financial statements
Chief Financial Officer’s Review
Rob Wood
Chief Financial Officer
68
Entain plc Annual Report 2023
Chief Financial
Officer’s Review
Dear Shareholder
We have faced a number of challenges throughout
2023, both industry-wide and Entain-specific.
Despite the challenges, the Group delivered Revenue
+11% ahead of 2022 and underlying EBITDA3 of
£1,007.9m (2022: £993.2m) with our acquisitions
contributing strongly to the Group’s performance.
Financial Highlights:
Group NGR (excluding US) up +11% (+11%cc2), -2% on a proforma basis
– Online NGR up +12% (+12%cc2) in 2023, -3% on a proforma basis
• Excluding regulatory impacts, underlying proforma Online NGR growth of
+3%cc2
• Record level of Online active customers, +23% YoY, +10% proforma5
– Retail NGR up +9% (+8%cc2), proforma +2%cc2, reflecting the acquired
shops in New Zealand and Poland, and the continued strength of the
retail estate
BetMGM delivered a strong performance through the year
– 2023 NGR of $1.96bn, +36% year on year at the top end of expectations
– 14% market share in sports betting and iGaming in the markets where
BetMGM operates
– Positive EBITDA for H2 2023
Group profit after tax before separately disclosed items was £339.1m
(2022: £223.9m)
Group loss after tax was £878.7m (profit of £32.9m), reflecting the DPA
settlement and impairment charges related to Australia point of consumption
tax increases and portfolio optimisation
Net debt of £3,290.9m (2022: £2,749.8m) and leverage of 3.3x
(3.1x proforma5)
Adjusted diluted EPS of 44.2p (2022: 60.5p)
Second Interim Dividend of 8.9p per share announced, bringing the total
dividend for the year to 17.8p per share
Financial Results and the use of non-GAAP measures
The Group’s statutory financial information is prepared in accordance with International
Financial Reporting Standards (“IFRS”) and IFRS Interpretations Committee (IFRS IC)
pronouncements as adopted for use in the European Union. In addition to the statutory
information provided, management have also provided additional information in the
form of constant currency2, proforma3, Contribution4 and EBITDA5 as these metrics are
industry standard KPIs which help facilitate the understanding of the Group’s performance
in comparison to its peers. A full reconciliation of these non-GAAP measures is provided
within the Income Statement and supporting memo.
Entain plc Annual Report 2023
69
1 Overview8 Strategic report88 Governance140 Financial statements Chief Financial
Officer’s Review
Financial Performance Review
Group
Year Ended 31 December
NGR
VAT/GST
Revenue
Gross profit
Contribution4
Operating costs excluding marketing costs
Underlying EBITDA5
Share based payments
Underlying depreciation and amortisation
Share of JV (loss)/income
Underlying operating profit6
Results1:
CC2
%
11%
(29%)
11%
Results1
2023
£m
2022
£m
Change
%
4,833.1
4,348.9
(63.5)
(52.0)
4,769.6
2,907.0
2,279.4
4,296.9
2,714.7
2,128.9
(1,271.5)
(1,135.7)
1,007.9
(21.7)
(301.5)
(42.9)
641.8
993.2
(19.2)
(238.1)
(194.1)
541.8
11%
(22%)
11%
7%
7%
(12%)
1%
(13%)
(27%)
78%
18%
NGR and Revenue increased by +11% versus 2022 (+11%cc2), with proforma3 growth in Retail and the benefit of acquisitions more than
offsetting a -3%cc2 proforma3 decline in Online NGR, as we continue to face regulatory headwinds in both the UK and Germany and
experienced soft trading in Australia and Brazil. Total Online NGR was +12% ahead of 2022 whilst Retail NGR was +9% ahead.
Contribution4 in the year of £2,279.4m was +7% higher than 2022 reflecting the increase in NGR, offset by a reduction in contribution
margin of -1.8pp, due to territory mix, increased taxation in Australia and the reclassification of certain content costs in Retail to cost of
sales rather than operating costs, following the move to a revenue share arrangement.
Operating costs were 12% higher due to the impact of acquisitions (8pp), FX (1pp) and underlying inflation, including wage rate and
energy price inflation, partially offset by the reclassification of costs to cost of sales. Resulting in underlying EBITDA5 of £1,007.9m, +1%
higher than 2022.
Share based payment charges were £2.5m higher than last year, while underlying depreciation and amortisation was 27% higher,
reflecting the impact of businesses acquired in the year (14pp), the annualisation of prior year acquisitions and continued investment in
the business. Share of JV losses of £42.9m includes an operating loss of £42.0m relating to BetMGM (2022: £193.9m), which was in line
with expectations.
Group underlying operating profit6 was +18% ahead of 2022. After charging separately disclosed items of £1,286.5m (2022: £213.2m),
Group operating loss was £644.7m (2022: profit of 328.6m).
Online
Year Ended 31 December
Sports wagers
Sports margin
Sports NGR
Gaming NGR
B2B NGR
Total NGR
VAT/GST
Revenue
Gross profit
Contribution4
Contribution4 margin
Operating costs excluding marketing costs
Underlying EBITDA5
Share based payments
Underlying depreciation and amortisation
Share of JV (loss)/income
Underlying operating profit6
70
Entain plc Annual Report 2023
CC2
%
(2%)
7%
15%
90%
12%
(21%)
12%
2023
£m
Results1
2022
£m
13,724.5
14,090.5
13.7%
1,531.0
1,837.6
57.9
12.9%
1,443.7
1,576.9
29.9
3,426.5
3,050.5
(59.9)
(52.0)
3,366.6
1,980.1
1,369.8
40.0%
(512.4)
857.4
(7.3)
2,998.5
1,829.6
1,254.2
41.1%
(426.0)
828.2
(7.8)
Change
%
(3%)
0.8pp
6%
17%
94%
12%
(15%)
12%
8%
9%
(1.1pp)
(20%)
4%
6%
(160.2)
(118.3)
(35%)
(1.4)
688.5
(0.2)
(600%)
701.9
(2%)
1 Overview8 Strategic report88 Governance140 Financial statements Chief Financial
Officer’s Review
Results1:
Whilst there is underlying momentum in a number of our key markets, regulatory headwinds in the UK and Germany, as well as weaker
trading in Australia and Brazil, impacted NGR performance in 2023. Resulting proforma3 Online NGR was down -3%cc2 in the year but,
with the benefit of acquisitions total Online NGR was +12%cc2 ahead of 2022. Whilst proforma3 NGR was down year on year, actives
grew +10% year on year on a proforma3 basis, emphasising the ongoing attraction of our brands to our customers.
In the UK, we continue to absorb the impact of regulatory changes and as a result NGR was down -6%. Excluding the impact of these
regulatory headwinds, we estimate that underlying NGR was +4% ahead of 2022, while actives were +18% higher than the same period
last year.
In Italy, constant currency2 NGR was +3% ahead of 2022. Whilst our brands, along with the rest of the market, lost online market share
to one of the leading operators during 2023, our omni-channel offering continues to resonate with customers with combined Online and
Retail NGR +63%cc2 ahead of pre-Covid levels.
Local market conditions in Australia have been challenging during 2023 leaving year on year NGR -6% down on a constant currency2
basis. Whilst we expect trading to remain challenging in 2024, we remain confident in our strategy focusing on brand differentiation,
new and innovative products and the customer experience.
In Germany, whilst we have seen some non-compliant operators exit the market, the continued lack of robust regulatory enforcement
as well as new regulation last Summer continues to impact the business. Resulting NGR in 2023 was -26% behind 2022 on a constant
currency2 basis, primarily driven by lower spend per head. Whilst we received our gaming licences in November 2022, it is disappointing
that we are still yet to see the level of enforcement action that is needed in this market to combat unlicensed operators and ensure
customers are protected.
In Brazil, we continue to see a fiercely competitive market ahead of regulation with a significant increase in the amount spent on
marketing by various operators. Whilst we were initially slow to react to changes in the market, we are confident that following a change
in our regional leadership we now have the team and localised expertise needed to regain share in this exciting growth market, an
opportunity that our 365Scores acquisition will help us further leverage. NGR in Brazil was -14%cc2 behind the prior year.
Georgia NGR was +7%cc2 ahead of 2022 on a constant currency2 basis, with our Crystalbet brand performing strongly following the
implementation of new regulation in the prior year. Following a strong 2023, our Crystalbet brand continues to be the market leader
in Georgia.
In the Baltics , proforma3 NGR was +3%cc2 ahead of 2022 despite high inflation rates in the region. Our brands remain resilient despite
the economic pressures in the Baltic states and we continue to attract more customers each year with proforma3 actives +13% ahead
of 2022.
Our Entain CEE business continues to perform well with proforma3 NGR +13%cc2 ahead year on year. NGR in our SuperSport business in
Croatia was +29%cc2 ahead of 2022 (proforma3) maintaining its position as the market leader. NGR in our recent acquisition in Poland,
STS, was flat year on year with c4%cc2 growth to the end of Q3 offset by poor margins in October.
NGR in our newly acquired New Zealand business was £84.7m in 2023, slightly ahead year on year on a proforma3 basis.
Contribution4 margin of 40.0% was in line with guidance but 1.1pp behind 2022 due to territory mix and the impact of additional taxation
in Australia which was implemented in H2 of 2022.
Operating costs were 20% higher than 2022 with recent acquisitions driving 16pp of the increase and FX 1pp with the remaining 3pp due
to underlying inflation offset by the initial benefits from Project Romer.
Underlying EBITDA5 of £857.4m was +4% ahead of 2022, albeit flat year on year excluding the benefit of TAB NZ accounting
treatment to 2023, reflecting the contribution4 from acquired businesses offset by the decline in proforma3 NGR and 1.1pp reduction in
contribution margin.
Resulting underlying operating profit6 of £688.5m was £13.4m behind 2022 with depreciation and amortisation of £160.2m, £41.9m
higher than 2022, half of which is a result of the impact of new acquisitions, including annualisation of those in the prior year, with the
remainder of the increase due to recent investment in our technology and product. After charging separately disclosed items of £481.1m
(2022: £114.0m), operating profit was £207.4m (2022: £701.9m).
Entain plc Annual Report 2023
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Retail
The Retail business is made up of our Retail estates in the UK, Italy, Belgium, Croatia, New Zealand, Republic of Ireland and Poland.
Year Ended 31 December
Sports wagers
Sports margin
Sports NGR/Revenue
Machines NGR/Revenue
NGR
VAT/GST
Revenue
Gross profit
Contribution4
Contribution4 margin
Operating costs excluding marketing costs
Underlying EBITDA5
Share based payments
Underlying depreciation and amortisation
Share of JV income
Underlying operating profit6
Results1:
CC2
%
11%
14%
0%
8%
–
8%
2023
£m
Results1
2022
£m
4,341.7
3,827.3
18.9%
813.0
573.7
18.3%
705.2
572.6
1,386.7
1,277.8
(3.6)
–
1,383.1
1,277.8
900.2
890.3
64.2%
(606.1)
284.2
(2.4)
860.0
852.1
66.7%
(571.9)
280.2
(2.3)
Change
%
12%
0.6pp
15%
0%
9%
–
8%
5%
4%
(2.5pp)
(6%)
1%
(4%)
(132.1)
(112.4)
(18%)
–
–
–
149.7
165.5
(10%)
Our Retail businesses continue to show the strength of their offer and customer appeal with 2023 Revenue and NGR both +8%cc2 ahead
of 2022 and proforma3 NGR +2%cc2 ahead.
In the UK, NGR was +2% ahead of 2022 on a LFL7 basis, with strong performance across both sports and gaming. Our strong underlying
performance continues to be driven by an ongoing focus on market leading content for our gaming machines and betting terminals with
both providing a proposition akin to the digital offering but combined with the in-shop experience that cannot be replicated online.
NGR in Italy was up +16% on a constant currency2 basis with a number of enhancements to our offering and the customer
experience including cash-out, reduced minimum bet sizes and continuous development of our SSBT proposition driving greater
customer engagement.
Proforma3 NGR in Croatia grew at +14%cc2 year on year further enhancing our market leading position and reflecting our program of
improvements to the customer offer, including the introduction of a loyalty scheme and enhanced sports content.
In Belgium, NGR was up +10%cc2 with Ireland NGR +1%cc2 ahead year on year. Our newly acquired Retail businesses in Poland and New
Zealand contributed £40.4m of NGR during 2023.
Contribution4 of £890.3m was +4% ahead of 2022 with contribution4 margin falling by 2.5pp due to territory mix and the impact
of certain content costs (1pp) which are now classified as cost of sales rather than operating costs as they move to revenue share
arrangements from fixed fees.
Operating costs were 6% higher than in 2022 with the impact of acquisitions (5pp) and inflation, including wage rate and energy price
inflation, more than offsetting the benefit of costs which are now classified within cost of sales.
Resulting underlying EBITDA5 of £284.2m was £4.0m ahead of 2022. Depreciation of £132.1m was £19.7m higher than 2022, largely
due to the impact of acquisitions and the continued investment in our retail estates. Underlying operating profit6 of £149.7m was £15.8m
behind 2022 and, after charging £22.8m of separately disclosed items (2022: £57.4m), operating profit was £126.9m, £18.8m ahead of
last year.
New Opportunities
Year Ended 31 December
Underlying EBITDA5
Share based payments
Underlying depreciation and amortisation
Share of JV (loss)/income
Underlying operating loss6
72
Entain plc Annual Report 2023
Results1
2022
£m
(29.1)
(0.3)
(4.5)
(0.4)
2023
£m
(29.3)
(0.7)
(5.7)
(1.5)
(37.2)
(34.3)
Change
%
(1%)
(133%)
(27%)
(275%)
(8%)
1 Overview8 Strategic report88 Governance140 Financial statements Chief Financial
Officer’s Review
Results1:
New Opportunities underlying costs5 of £29.3m were 1% higher than 2022 with increased start-up marketing costs in our Unikrn brand
offset by reduced costs associated with our innovation programme. Unikrn has now been closed as a B2C operation and development
of our e-Sports wagering offering is now focused on our existing labels. After depreciation and amortisation and share of JV loss, New
Opportunities underlying operating loss6 was £37.2m, an increase in losses of £2.9m on 2022 and, after charging separately disclosed
items of £44.3m (2022: £nil), was a loss of £81.5m, £47.2m more than in the prior year.
Other
Year Ended 31 December
NGR/Revenue
Gross profit
Contribution4
2023
£m
26.7
26.7
26.3
Results1
2022
£m
25.1
25.1
25.0
Operating costs excluding marketing costs
(21.0)
(20.1)
Underlying EBITDA5
Share based payments
Underlying depreciation and amortisation
Share of JV income
Underlying operating profit6
Results1:
5.3
–
(2.7)
2.0
4.6
4.9
–
(2.7)
0.4
2.6
CC2
%
6%
Change
%
6%
6%
5%
(4%)
8%
–
–
400%
77%
NGR of £26.7m was 6% higher than 2022 driven by additional income in our greyhound stadia with 2022 impacted by adverse weather.
Underlying EBITDA5 of £5.3m was an increase of £0.4m on 2022, with the additional NGR offset by increased overheads associated with
the aforementioned increase in number of meets. Underlying operating profit6 of £4.6m was £2.0m ahead of last year and after charging
separately disclosed items of £nil (2022: £0.7m) was £2.7m ahead of 2022.
Corporate
Year Ended 31 December
Underlying EBITDA5
Share based payments
Underlying depreciation and amortisation
Share of JV loss
Underlying operating loss6
Results1:
Results1
2022
£m
(91.0)
(8.8)
(0.2)
(193.9)
(293.9)
2023
£m
(109.7)
(11.3)
(0.8)
(42.0)
(163.8)
Change
%
(21%)
(28%)
(300%)
78%
44%
Corporate underlying costs5 of £109.7m were £18.7m higher than last year driven by increases in our contributions to Research,
Education and Treatment, including GambleAware, increased legal costs and ongoing investment in our governance policies
and procedures.
After share based payments, depreciation and amortisation and share of JV losses, Corporate underlying operating loss6 was £163.8m,
a decrease of £130.1m. The share of JV loss of £42.0m relates to BetMGM. After charging separately disclosed items of £737.2m
(2022: £41.1m), the operating loss was £902.0m versus £335.0m in 2022.
Notes
1. 2023 and 2022 statutory results are audited with the tables presented relating to continuing operations and include both statutory and non-statutory measures.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.
3. Proforma references include all 2022 and 2023 acquisitions as if they had been part of the Group since 1 January 2022.
4. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group, particularly in Online.
5. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.
6. Stated pre separately disclosed items.
7. UK Retail LFL YoY NGR is calculated based on shops that traded for the full year in both 2023 and 2022.
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statements
Chief Financial
Officer’s Review
Statutory Performance Review
Year Ended 31 December
NGR
Revenue
Gross profit
Contribution4
Underlying EBITDA5
Share based payments
Underlying depreciation and amortisation
Share of JV loss
Underlying operating profit6
Net underlying finance costs6
Net foreign exchange/financial instruments
Profit before tax pre separately disclosed items
Separately disclosed items:
Amortisation of acquired intangibles
Recognition of HMRC settlement liability
Other
(Loss)/profit before tax
Tax
(Loss)/profit after tax from continuing activities
Discontinued operations
(Loss)/profit after tax
NGR and Revenue
CC2
%
11%
11%
Change
%
11%
11%
7%
7%
1%
(13%)
(27%)
78%
18%
2023
£m
4,833.1
4,769.6
2,907.0
2,279.4
1,007.9
(21.7)
(301.5)
(42.9)
641.8
(229.4)
32.5
444.9
(254.6)
(585.0)
(447.9)
(842.6)
(36.1)
(878.7)
(57.8)
(936.5)
Results1
2022
£m
4,348.9
4,296.9
2,714.7
2,128.9
993.2
(19.2)
(238.1)
(194.1)
541.8
(84.7)
(135.3)
321.8
(116.9)
–
(102.0)
102.9
(70.0)
32.9
(13.4)
19.5
Group NGR and revenue were +11% ahead of last year and the same on a constant currency basis2, with Online NGR +12% and Retail
NGR +9% year on year. Further details are provided in the Financial Performance Review section.
Underlying operating profit6
The Group reported underlying operating profit5 of £641.8m, +18% ahead of 2022 (2022: £541.8m). Underlying EBITDA5 was +1%
ahead, with the increase in revenue offset by additional taxes, particularly in Australia, and increased operating costs largely associated
with acquired businesses and inflation. Depreciation and amortisation was -27% higher than 2022 driven by depreciation on acquired
businesses as well as on our recent investment in product and technology. The Group’s share of BetMGM losses in the period were
£42.0m, £152.1m lower than 2022 as the business continues on its path to profitability. Analysis of the Group’s performance for the
period is detailed in the Financial Performance Review section.
Financing costs
Underlying finance costs of £229.4m excluding separately disclosed items of £1.0m (2022: £5.7m) were £144.7m higher than 2022 driven
by interest on the Group’s new $1bn USD term loan, which was raised in Q4 of 2022, increased drawdowns on the Group’s RCF and the
impact of the increase in global interest rates.
Net gains on financial instruments, driven primarily by a foreign exchange gain on re-translation of debt related items, were £32.5m in the
period (2022: £135.3m loss). This gain is offset by a foreign exchange loss on the translation of assets in overseas subsidiaries which is
recognised in reserves and forms part of the Group’s commercial hedging strategy.
Separately disclosed items
Items separately disclosed before tax for the year amount to £1,287.5m (2022: £218.9m) and relate to the Deferred Prosecution
Agreement (“DPA”) with the Crown Prosecution Service of £585.0m (2022: £nil), £254.6m of amortisation on acquired intangibles
(2022: £116.9m), corporate transaction costs of £17.8m (2022: £23.9m), restructuring costs, including the initial costs of Project Romer, of
£49.7m (2022: £11.8m) and legal and onerous contract costs of £17.6m (2022: £8.1m) primarily relating to the legal costs associated with
the HMRC investigation. The Group also recorded a £1.0m loss on disposal of assets (£2022: £1.0m), £71.8m on movements in fair value
of contingent consideration (2022: £1.0m income), primarily relating to discount unwind on Tab NZ consideration, and £1.0m in financing
costs (2022: £5.7m).
In addition, the Group has also recognised an impairment charge of £289.0m during the current year (2022: £7.0m) with impairments
recognised against our Australian business of £190.0m, our closed B2C operations in Unikrn and Africa of £78.1m, and smaller
impairments against our ROI Retail business, closed shops and offices in the UK and our Totolotek business in Poland of £20.9m.
The charge which has arisen in the Group’s Australian CGU is a result of the impact of ongoing increases in the rate of Point of
Consumption tax across certain states and a forecast decline in Australian revenues in 2024 as a result of a reduced market outlook.
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Our Australian business continues to be profitable and strategically important. Post the annualisation of the tax increases and
stabilisation of local market conditions, we expect our Australian business to return to growth.
During the prior year, the Group also recognised a £45.5m charge in respect of the repayment of amounts received under the
Governments Covid Furlough scheme.
Separately disclosed items
Legal settlement
Amortisation of acquired intangibles
Impairment
Corporate transaction costs
Restructuring costs
Legal and onerous contract costs
Loss on sale of assets
Movement in fair value of contingent consideration
Other including financing
Furlough repayments
Total
Profit/(loss) before tax
2023
£m
(585.0)
(254.6)
(289.0)
(17.8)
(49.7)
(17.6)
(1.0)
(71.8)
(1.0)
2022
£m
–
(116.9)
(7.0)
(23.9)
(11.8)
(8.1)
(1.0)
1.0
(5.7)
–
(45.5)
(1,287.5)
(218.9)
The Group’s profit before tax5 and separately disclosed items was £444.9m (2022: £321.8m), a year-on-year increase of £123.1m
with the growth in underlying EBITDA5, a decrease in BetMGM losses and a gain on foreign exchange partially offset by the increase in
depreciation and amortisation and interest. After charging separately disclosed items, the Group recorded a pre-tax loss from continuing
operations of £842.6m (2022: £102.9m profit), with the separately disclosed costs discussed above having a significant impact on the
reported results.
Taxation
The tax charge on continuing operations for the period was £36.1m (2022: £70.0m), reflecting an underlying effective tax rate pre-
BetMGM losses and foreign exchange gains on external debt of 23.0% (2022: 15.4%) and a tax credit on separately disclosed items of
£69.7m (2022: charge of £27.9m).
Discontinued operations
During the current year, the Group recorded a £57.8m (2022: £13.4m) loss in discontinued operations relating to its former Intertrader
business which was disposed of in November 2021. The loss recorded primarily reflects legal costs associated with historic matters as
well as a provision for a potential settlement with former owners of part of the business following a long running legal dispute.
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Cash flow
Year Ended 31 December
Cash generated by operations
Corporation tax
Interest
Net cash generated from operating activities
Cash flows from investing activities:
Acquisitions & disposals
Cash acquired/(disposed)
Dividends received from associates
Capital expenditure
Investment in Joint ventures
Purchase of investments
Net cash used in investing activities
Cash flows from financing activities:
Equity issue
Net proceeds from borrowings
Repayment of borrowings
Subscription of funds from non-controlling interest
Settlement of financial instruments and other financial liabilities
Repayment of finance leases
Equity dividends paid
Minority dividends paid
Net cash used in financing activities
Foreign exchange
Net (decrease)/increase in cash
2023
£m
810.0
(137.3)
(224.6)
448.1
2022
£m
846.9
(106.1)
(100.6)
640.2
(1,315.4)
(738.6)
87.9
9.6
(259.9)
(40.7)
(3.1)
29.9
3.6
(212.0)
(175.1)
–
(1,521.6)
(1,092.2)
589.8
1,780.3
(1,428.6)
350.5
(279.9)
(68.5)
(106.9)
(7.4)
829.3
(13.7)
(257.9)
–
838.4
(271.8)
174.3
8.7
(83.0)
(50.0
–
616.6
6.8
171.4
During the period, the Group had a net cash outflow of £257.9m (2022: inflow of £171.4m).
Net cash generated by operations was £810.0m (2022: £846.9m) including £1,007.9m of underlying EBITDA5 (2022: £993.2m) and a
working capital inflow of £601.8m largely due to payments not having started on the DPA (2022: £45.9m) offset by separately disclosed
items that are reported in operating activities of £741.9m (2022: £96.0m) including the DPA but excluding items charged to depreciation,
amortisation and impairment as well as a £57.8m loss on discontinued operations (2022: £13.4m). Included within working capital is a
£29.7m outflow for balances held with payment service providers as well as customer funds, which are net debt neutral (2022: £47.9m).
During the period £137.3m was paid out in relation to corporate taxes (2022: £106.1m) with a further £224.6m paid out in interest
(2022: £100.6m).
Net cash used in investing activities for the period was £1,521.6m (2022: £1,092.2m) and includes cash outflows for acquisitions of
£1,315.4m (2022: £738.6m), net investment in capital expenditure of £259.9m (2022: £212.0m), an additional £40.7m invested in
BetMGM (2022: £175.1m) and £3.1m of other investments (2022: £nil). These outflows were partially offset by cash acquired with
acquisitions of £87.9m (2022: £29.9m) and dividends received from associates of £9.6m (2022: £3.6m).
During the period the Group received a net £829.3m (2022: £616.6m) from financing activities. £589.8m was raised through the equity
issuance (2022: £nil) with a further £1,780.3m through new financing facilities (2022: £838.4) which were used, in part, to repay
£1,428.6m of debt (2022: £271.8m) including £400m against the Group’s retail bond. During the period, the Group also received £350.5m
from minority holdings to meet their obligations under the Supersport earn-out and STS acquisition. These amounts are recorded in non-
controlling interests (2022: £174.3m for the acquisition of SuperSport). £279.9m was paid on settlement of other financial instruments
and liabilities, primarily relating to contingent consideration on previous acquisitions. In the prior year, the Group received £8.7m on the
settlement of other financial instruments and liabilities as a result of the receipt of £41.6m on the partial settlement on a number of swap
arrangements, partially offset by contingent consideration payments. Lease payments of £68.5m (2022: £83.0m) including those on non-
operational shops, were made in the period.
During the period, the Group also paid £106.9m in equity dividends (2022: £50.0) and £7.4m in dividends to the minority interest in Entain
CEE (2022: £nil).
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Net debt and liquidity
As at 31 December 2023, adjusted net debt7 was £3,290.9m and represented an adjusted net debt7 to underlying EBITDA5 ratio of 3.3x
(3.1x proforma3). The Group has drawn down £295m on the revolving credit facility at 31 December 2023 (2022:£nil).
Term loans
Interest accrual
Cash
Net debt
Cash held on behalf of customers
Fair value of swaps held against debt instruments
Other debt related items*
Lease liabilities
Adjusted net debt
Par value
£m
Issue costs/
Premium
£m
Total
£m
(3,420.5)
64.8
(3,356.4)
(1.6)
–
(1.6)
(3,422.1)
64.8
(3,358.0)
400.6
(2,957.4)
(196.8)
(85.6)
224.8
(275.9)
(3,290.9)
* Other debt related items include balances held with payment service providers, deposits and other similar items
Refinancing
On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility and used the proceeds to repay all
amounts drawn under the Group’s revolving credit facility. Concurrently, the commitments available under the Group’s revolving credit
facility (disclosed in Note 36) were increased by £45m further increasing the Group’s available liquidity. As such, the Group’s revolving
credit facility now has total commitments of £635m which, as at 1 March 2024, was completely undrawn save £5m carved out for letters
of credit and guarantees.
Going Concern
In adopting the going concern basis of preparation in the financial statements, the Directors have considered the current trading
performance of the Group, the financial forecasts and the principal risks and uncertainties. In addition, the Directors have considered
all matters discussed in connection with the long-term viability statement including the modelling of ‘severe but plausible’ downside
scenarios such as legislation changes impacting the Group’s Online business and severe data privacy and cybersecurity breaches.
Given the level of the Group’s available cash post the recent extension of certain financing facilities (see Note 36) and the forecast
covenant headroom even under the sensitised downside scenarios, the Directors believe that the Group and the Company are well
placed to manage the risks and uncertainties that it faces. As such, the Directors have a reasonable expectation that the Group and the
Company will have adequate financial resources to continue in operational existence, for at least 12 months (being the going concern
assessment period) from date of approval of the financial statements, and have, therefore, considered it appropriate to adopt the going
concern basis of preparation in the financial statements.
Notes
1. 2023 and 2022 statutory results are audited, with the tables presented relating to continuing operations and including both statutory and non-statutory measures.
2. Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2023 exchange rates.
3. Proforma references include all 2022 and 2023 acquisitions as is they had been part of the Group since 1 January 2022.
4. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group, particularly in Online.
5. EBITDA is earnings before interest, tax, depreciation and amortisation, share based payments and share of JV income. EBITDA is stated pre separately disclosed items.
6. Stated pre separately disclosed items.
7. Adjusted net debt excludes the DPA settlement of £585.0m. Leverage also excludes any benefit from future BetMGM EBITDA or the payments due to acquire the minority
interests in Entain CEE.
Entain plc Annual Report 2023
77
1 Overview8 Strategic report88 Governance140 Financial statements Statement of Directors’ responsibilities in respect of the
Annual Report and the Financial statements
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the parent
Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the parent Company
and enable them to ensure that its financial
statements comply with the Isle of Man
Companies Act 2006. They are responsible
for such internal control as they determine
is necessary to enable the preparation
of financial statements that are free
from material misstatement, whether
due to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them to safeguard the
assets of the Group and to prevent and
detect fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the Isle
of Man governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance
and Transparency Rule (“DTR”) 4.1.16R,
the financial statements will form part of
the annual financial report prepared under
DTR 4.1.17R and 4.1.18R. The auditor’s
report on these financial statements
provides no assurance over whether the
annual financial report has been prepared
in accordance with those requirements.
Responsibility statement of the
Directors in respect of the annual
financial report
We confirm that to the best of
our knowledge:
the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and
fair view of the assets, liabilities, financial
position and profit or loss of the Company
and the undertakings included in the
consolidation taken as a whole; and
the Strategic Report includes a fair review
of the development and performance of
the business and the position of the issuer
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks
and uncertainties that they face.
We consider the Annual Report and
Accounts, taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy.
Rob Wood
Chief Financial Officer & Deputy Chief
Executive Officer
07 March 2024
The Directors are responsible for preparing
the Annual Report and the Group and
parent Company financial statements
in accordance with applicable law
and regulations.
The Directors have elected to prepare
the consolidated financial statements in
accordance with International Financial
Reporting Standards and applicable
law and have elected to prepare the
parent Company financial statements
in accordance with FRS 101 Reduced
Disclosure Framework.
In preparing each of the Group and
parent Company financial statements, the
Directors are required to:
select suitable accounting policies and
then apply them consistently;
make judgements and estimates that are
reasonable and prudent;
for the Group financial statements,
state whether applicable accounting
standards have been followed, subject
to any material departures disclosed and
explained in the financial statements;
for the parent Company financial
statements, state whether applicable
UK accounting standards have been
followed, subject to any material
departures disclosed and explained in the
parent Company financial statements;
assess the Group and parent Company’s
ability to continue as a going concern,
disclosing, as applicable, matters related
to going concern;
use the going concern basis of accounting
unless they either intend to liquidate
the Group or the parent Company or to
cease operations, or have no realistic
alternative but to do so; and
prepare financial statements which give
a true and fair view of the state of affairs
of the Group and the parent Company
and of the profit or loss of the Group and
the parent Company for that period.
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1 Overview8 Strategic report88 Governance140 Financial statements Enterprise Risk Management
Managing Risks
Risk Management Governance
The Board has established and reviewed
procedures to manage risk, oversee internal
control systems and determine the nature
and extent of the most significant risks
the Company is willing to take in order to
achieve its long-term strategic objectives.
Our Enterprise Risk Management (ERM)
process supports the Board to establish a
“bottom up” view of its most significant and
emerging Group risks, which are presented
to the Committees of the Board and where
required, directly to the Board in thematic
risk reviews throughout the year by the
Risk Owners, using a consistent format
Risk Dashboard.
The Risk Dashboard highlights whether
strategic objectives can be met in the
current context and indicates how much
action is needed to further manage the
risks to an acceptable level. If objectives
cannot be met, oversight Committees are
asked for additional resources to manage
the risks, or, if no additional resources
are made available, whether they wish
to formally accept the risk exposure or
change objectives. This process embeds
risk appetite decision-making at the
appropriate levels of the Company, with
outcomes noted and communicated back to
the Risk Owners who can then take action
to manage risks accordingly.
The Board retains ultimate responsibility
for the management and oversight of
risk and considers a “top-down” view
of the significant and emerging Group
risks obtained through the “bottom-up”
ERM process, from this, it establishes the
Principal Risks to the Group and considers
the likelihood of the Principal Risks
occurring and whether risks emerging over
three-, five- and ten-year horizons require
deep dives.
During 2023, we re-structured the Group
Risk Committee, which now meets six
times a year in cadence with our other
Board Committees and Board meetings.
The Group Risk Committee is scheduled
to precede and feed into Committee and
Board meetings where possible, so that risk
information is current and overseen on a
timely basis.
PLC Board
Specific risk oversight:
Execution of the group strategy
Whilst not a principal risk, the
Laws, regulations and compliance
Attracting and retaining key talent
Board also reviews the Group’s
litigation risk on an ongoing basis
People and Governance
Committee
Audit Committee
Delegated risk oversight*:
Whilst the Board is responsible
for the annual review of the
principal risk of attracting and
retaining key talent, as part of
their responsibilities the People
and Governance Committee
continually reviews succession
planning and the susceptibility
of the Group to the risk.
Sustainability and
Compliance Committee
Delegated risk oversight*:
Health, safety and well-being
Data privacy and cyber
resilience
Maintain technology platform
Safer betting and gaming
resilience
Taxes
Trading, liability and
pricing management
Price and service of delivery
from 3rd party suppliers
Risk also reviewed
continually under
Committee ToR: Regulatory
compliance and licensing,
anti-money laundering
(“AML”), Responsible
gambling, protection and
the environment.
Remuneration Committee
Whilst the Board is responsible
for the annual review of the
principal risk of attracting
and retaining key talent, as
part of their responsibilities,
the Remuneration Committee
continually reviews this risk and
the mitigating actions in place
to prevent the risk crystalling.
Group Risk Committee
Meets six times annually, prior to each Board and Board committee meeting
Retail UK&I
Core Digital
LATAM
Australia
& New
Zealand
Legal &
Regulatory
Data
Privacy
Cyber
& IS
Trading
HSSE
International
Technology
Product &
Tech
Corporate
*Delegated oversight and responsible for deep
dive reviews of Group’s principal risks.
Procurement
Safer
Betting &
Gaming
Ethics &
Compliance
Tax,
Treasury &
Insurance
People
Services
Customer
Service
Property &
Workplace
Integration
Entain plc Annual Report 2023
79
1 Overview8 Strategic report88 Governance140 Financial statements Risk management process
and methodology
Risk Strategy
At Entain, we are committed to active and
effective risk management, creating, and
protecting value to the organisation and
helping us deliver on our strategic priorities,
managing threats, exploiting opportunities,
and building resilience. We support risk
taking where it is forecast to generate
returns for the business and manage this in
line with our values and ethics.
Definition:
Risk
We define risk as “the effect of
uncertainty on the ability of Entain
to achieve its objectives”. Risks can
be either opportunities (upside) or
threats (downsides), and we assess
and manage both.
Definition:
Risk Management
Risk management is doing
something to take charge of and
change those uncertainties that
matter most across the company.
Enterprise Risk Management (ERM)
are the co-ordinated activities to
direct and control the organisation
with regard to risk.
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Entain plc Annual Report 2023
Effective risk management supports us to
meet our corporate objectives, it helps us
to make risk-based decisions so that we
operate with fewer shocks and allocate
resources in line with our risk appetite.
Our risk landscapes
Current risks
Risks we are managing now that could stop
us achieving our strategic objectives.
Our Risk Management Principles:
Emerging risks
1 Tailor an enterprise risk
management system that
improves performance,
encourages innovation, and
supports the achievement of
our objectives.
2 Integrate and align risk
management across different
strategic, functional, and
operational disciplines, such
as budgeting, compliance,
finance, health and safety, IT,
security, and so on.
an integral part of the way
we manage our business,
people, and teams across all
our operations.
3 Embed risk management as
4 Proactively manage our risks
in our fast-changing business
environment, updating and
continuously improving our
risk information to support
decision making at all levels.
Management Process
We work together to use modern risk
management methods (and Entain’s four-
step model in figure 1 below) as an integral
part of our day-to-day decision making
across our entire organisation, minimising
threats to the delivery of our strategy, and
maximising opportunities.
Risks with a future impact from external or
internal opportunities or threats. These can
be slow moving, as well as rapid velocity.
What we assess
Risk ownership: each risk has a
named owner
Impact versus Action: globally applied
scale measuring the amount of action
required to manage the risk to an
acceptable level
Critical controls: subject to internal audit
review and monitoring
Current risk: after existing controls
Risk acceptance: if the risk is acceptable
with the current controls or if additional
actions are needed to manage the risk to
an acceptable level.
Risk appetite: defined at risk level
Actions: identify further actions if
required, with action owners and
due dates
Our bottom-up registers
The bedrock of our risk assessment.
Owned by functions and super-regions,
they identify, analyse, and evaluate risks
and mitigating controls arising from day-to-
day operations globally.
Our significant risk dashboards
The main output of our risk assessment.
Owned by functions and super-regions,
they highlight the significant threats
and opportunities via our ‘impact versus
actions’ scales and subsequent controls
needed to mitigate the threats and exploit
the opportunities arising from day-to-
day operations globally. They include a
description of the risk, reference which
corporate objectives are exposed to the
risk, and what additional support and
decisions are needed to manage the risk to
an acceptable level. The Dashboards are
used to make effective, risk-based decisions
on allocation of resources.
Risk categories we assess
As part of the ERM process, we assess
against the following impacts criteria:
Financial
Operational
Reputation / Brand
Legal / Regulation
Health & Safety
1 Overview8 Strategic report88 Governance140 Financial statements Risk management process
and methodology
Figure 1: Entain’s Risk Management Process – four-steps
Our primary objective is to ‘operationalise’ risk and move toward a risk aware
culture that includes effective reporting collaboration and action taking
1
Define context
and objectives
Understanding both the external
and internal context in which we are
operating – what is happening and
what might happen to make things
easier or more difficult for our business?
We clarify what we are trying to
achieve – our objectives – whether it is
for the entirety of a strategy, division
or function.
We think through how the context and
objectives may impact each other, both
positively and negatively.
4
Monitor, Review
and Report
Ongoing checking of the status of risks
and their controls.
This step involves reviews,
inspections, and audits of the status
of risks, providing risk management
information that is communicated to all
necessary stakeholders.
2
Assess risks
Risk identification: Recognise,
acknowledge, and describe risks (both
potential opportunities and threats).
Risk analysis: Understand the risks
both individually and as a collective
risk profile. This includes prioritising
risks as well as better understanding
any triggers which may make the
risk happen.
Risk evaluation: Determine if action
needs to be taken regarding a risk
or risk profile to bring the risks to an
acceptable level.
3
Manage risks
Active management of risk with
decisions on the types of controls
needed and the implementation
of controls.
Proactive risk management takes
charge of and changes the nature
of the risk and risk profile so that it
comes in line with the amount of risk
we are willing to take in delivering
our objectives.
Where risks are out of line with the
amount of risk we want to take, we
can enhance or add new controls
where necessary.
Risk-based
decision
making
This four step process allows us to ask, ‘Given the context in which we are operating, the risk we face and our ability to
manage them – can we achieve our objectives?’ If we can, then we continue the good work. if we can’t, then we need to
manage the risks further, or change the objectives.
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statements Risk management process
and methodology
Risk Management
Whilst our Board owns and oversees
our ERM programme, risk management
accountability and responsibility are
embedded throughout our organisation:
Our first line of sight to our risks is
through our Colleagues, who have
responsibility to manage day-to-day risks
in their own areas, they have the insight
to risk that comes from experience and
knowledge. The ERM process engages
with the first line in all four steps of
the ERM process defined in Figure 1.
The first line is guided by Group policies,
procedures, control frameworks and
risk appetite. Local management, and
ultimately the Executive, ensure that risks
are managed and carried out according
to these frameworks.
The second line of sight is provided by our
advisory support teams who specialise
in areas such as ERM, Compliance,
Cyber Security, Legal and HSSE.
These advisory support teams review
the controls implemented by the first
line and advise whether the controls are
adequate, they form a holistic view of
risk across the Group and capture and
escalate risks that could fall through silos,
supporting and encouraging foresight
of risk. This risk foresight is captured by
the ERM and management teams, who
review each risk register and dashboard
on a regular basis, culminating in review
by the Group Risk Committee, which
then escalates significant risks to other
Committees and the Board to fulfill
risk oversight.
The third line of sight is through
independent Internal and external
audit, who provide assurance over the
effectiveness of critical controls, which
is provided through internal audits,
supplemented by reports from external
assurance providers. We use this
hindsight to adjust our controls in the light
of audit recommendations.
Entain’s Group Code of Conduct and
Whistleblowing Policies, in addition to
our controls framework, are in place to
promote and aid us to ‘Do what’s right’.
Annually the Audit Committee reviews
the adequacy and effectiveness of the
Company’s policies, which sets our tone
for desired risk culture.
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Entain plc Annual Report 2023
2023 Key Achievements
Robust Governance
A key cornerstone towards robust
governance was accomplished, including
the deployment of a new risk policy,
framework, governance forums, and
assurance checks. We:
Completed the ERM management system
design and approval
Began implementation of our ERM
system through over 50 sessions of risk
management training and workshops,
with work ongoing into 2024 to
implement in our Super Regions, giving a
much clearer view of the company’s most
significant risks.
Reviewed and updated Entain’s risk
scoring criteria, establishing new risk
matrix covering ‘Impact vs Actions’ as
a modern approach to ERM, ensuring
focus on what can be done about the
risk is embedded in our day-to-day risk
management “bottom-up” process.
Delivered new format risk registers,
allowing the identification of key controls
and monitoring of actions needed to put
further controls in place.
Delivered new Significant Risk
Dashboards and presented to the
risk oversight Committees and Board
during the year, facilitating decisions
on risk appetite, required actions and
resource allocation.
Our colleagues are fundamental to the
success of risk management at Entain.
A positive risk aware culture enables
colleagues at all levels of our organisation
to deliver risk management as an integral
part of their day-to-day activities. We do
this by:
Developing a compelling narrative on the
benefits of effective risk management
across the Group.
Delivering targeted foundation of risk
management training.
Undertaking specific risk workshops for
each function and region, the culmination
being a robust risk register and
dashboard highlighting those risks which
we deem significant.
Collaborative working across the Groups
functions and super-regions utilising the
expertise of external insight.
Articulating risks so they can be clearly
understood so decisions are made on a
more informed basis.
Embedding the consideration of risk
appetite through our risk prioritisation
tool which indicates whether risks are
deemed to be at acceptable levels.
These tools are used in our first lines and
reviewed at oversight Committees and
Board. Embedding risk appetite in our
ERM process has improved our ability
to talk about risk appetite as part of our
risk culture.
Horizon scanning (emerging risks)
How risks are measured
We enhanced our process for identification,
analysis, and evaluation of emerging
risks, informed by functions, divisions,
super-regions, subject matter experts
and leadership, to provide a Group-wide
view. In 2023, we undertook a series of
workshops across our risk landscape
to provide a deeper exploration of our
emerging threats and opportunities and
come to a consensus on our response.
As such, the exercise to understand
potential emerging risks has been carried
out during each initial risk workshop,
looking at risks that may occur over 3-, 5-,
and 10-year time horizons. In analysing
the data, common themes have become
apparent, which have been developed
to display and better understand the
information regarding emerging risks.
Risk aware culture
Our ERM team led the establishment and
implementation of our refreshed approach
to Enterprise Risk Management, which
is aligned with the international risk
standard ISO 31000. During 2023, we have
progressed a consistent approach across
our business through training, engagement,
and application of our new ERM toolkit.
As part of the ERM process, the risks
identified are assessed against a defined
set of criteria using an ‘Impact versus
Action’ matrix which assesses both the
impact to the business and the actions
required to bring those risks within Entain’s
risk appetite. In assessing ‘impact versus
action’ we assess the risk against financial
performance, operational processes, legal
and PR and health, safety, and security.
In particular:
The impact of each risk is measured with
reference to the financial implications
(underlying EBITDA and cash), its
potential operational impact (including
the security of our data), the effect on the
reputation of our brands and whether it
affects our commitment to health, safety,
security, and well-being.
The impact is measured on a scale, from
‘very low’, with limited damage to a
minor stakeholder, and ‘very high’ being
severe, which may have a substantial
impact on the Group affecting many
key stakeholders, including customers.
The action is measured from a range
of no action required to many actions
needed and additional resource required,
also on a scale from ‘very low’ to
‘very high’).
1 Overview8 Strategic report88 Governance140 Financial statements Principal Risks
We consider principal risks to be those
risks, or combination of risks, that, were
they to materialise and not be effectively
controlled, would cause material disruption
to our business model, threatening future
performance, solvency, liquidity, or our
ability to deliver our strategy. Risks at this
level are recorded on our Significant Group
Risk dashboard. Group risks are considered,
along with material emerging risks to define
our Principal Risks.
During our periodic risk reviews, we
confirmed that all principal risks reported
in 2022 remain relevant except for ‘Loss
of Key Locations’, which now forms part
of ‘Ensure Health, Safety, Security and
Well-being of Employees, Customers, and
Communities’ and ‘Maintain Technology
Platform Resilience’. This is because
a deep dive helped us understand that
the most significant impacts of loss of
key locations would be to our people or
technology, and the controls for these risks
will largely be managed in these areas.
One new principal risk has been identified,
namely Price and Service of Delivery from
3rd Party Suppliers and added to the
Group risk register in 2023.
The Groups Principal Risk for 2023 are:
01. Laws, Regulations,
Licensing and Regulatory
Compliance
Group General Counsel
02. Data Privacy and
Cyber Resilience
Chief Product and Technology Officer;
General Counsel
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
Risk Oversight: Board
Why this matters to us
We operate in complex regulatory,
legislative, and fiscal environments,
and have multiple licensing obligations,
gambling and non-gambling laws and
regulations, and tax regimes with which
to comply. In addition, on a global basis,
laws and regulations change continuously,
and it can be operationally challenging to
keep pace with legislative or regulatory
change, particularly if we need to adjust
our operations or product offering at short
notice.
As we expand into new markets or laws/
regulations change, our compliance
requirements expand, we need to build
constructive relationships with regulators,
and we are likely to need additional
effort, resource and/or investment into
our internal compliance and governance
efforts.
In 2023, Entain entered into a deferred
prosecution agreement (DPA) relating to
historic bribery allegations in Turkey. All
the above means that compliance efforts
and having a strong, well-resourced
compliance programme in place needs to
remain a top priority.
How we respond
Our strategy is to operate only in
regulated or regulating markets, which
reduces our exposure to unregulated
markets that may undermine player
safety and pose other legal risks.
Our internal experts monitor for changes
in legislation and regulation and develop
policies, procedures, assurance programs,
and training to enable us to adapt. They
are engaged in due diligence when we
engage new suppliers, onboard new
customers, enter new markets or acquire
new companies. All these efforts reflect
the commitments to compliance in our
Code of Conduct.
External legal expertise is sought when
additional specialist support is necessary.
We will ensure that we comply with all
the terms of the DPA and continue to co-
operate with regulators as required.
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
Risk Oversight: Audit Committee
Why this matters to us
Our customers expect a great experience,
including protecting their personal details,
their privacy, their winnings and ensuring
the integrity of our offering. Customers
place a trust on our organisation and
our operations, so it is of paramount
importance that we protect our customers’
data by keeping it secure, in addition,
personal data is subject to stringent data
protection laws around the world, and
we have compliance obligations in the
jurisdictions in which we operate.
A data or security breach could impede
our operations and impact our ability to
serve customers and would undermine
trust in our business and brands,
and could lead to loss of customers,
prosecution, litigation (including class
actions), significant financial penalties and
impact our share price.
How we respond
The Group has dedicated Cyber Security
and Data Privacy functions entrusted with
protecting the security and confidentiality
of our customers and the company, whilst
ensuring the availability of services and
regulatory compliance.
The experts in our Cyber Security team
constantly scan and adapt our defences to
emerging cyber threats.
We operate to an ISO 27001 Information
Security Management System
certification, the Cyber Security controls
and associated policies are constantly
being evaluated, aligned, and applied,
where deemed relevant across the
enlarged Group.
The Data Privacy team, led by the Group’s
Chief Data Privacy Officer matures our
privacy programme through designing
policies and training, including on the
use of AI, giving up to date advice to
the business, ensuring standards of
compliance, partnering with the Chief
Data Officer and other key stakeholders
to improve our data management
practices and providing regular updates
to the Group’s Audit and Sustainability &
Compliance Committees.
Entain plc Annual Report 2023
83
1 Overview8 Strategic report88 Governance140 Financial statements 05. Trading Liability and
Pricing Management
Chief Product and Technology Officer
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
Risk Oversight: Audit Committee
Why this matters to us
The Group may experience significant
losses because of a failure to determine
accurately the odds in relation to any
particular event and/or any failure of
its price risk management processes.
Some bets are complex and have
an accumulator effect which could
significantly impact the Group’s
profitability.
How we respond
We have some of the leading expertise
in trading liability management in the
Gaming sector.
The Group’s trading team has developed
the skills and systems to be able to offer a
wide range of betting opportunities.
Events are priced to achieve an average
return to the bookmaker over many events
over the long-term.
The Group’s gross win percentage has
remained constant in recent years.
Executive management monitor the gross
win margin daily in order to ensure the
long-term targets are achieved.
Principal Risks
03. Taxes
Chief Financial Officer
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
Risk Oversight: Audit Committee
Why this matters to us
The Group is subject to a wide range of
taxes, duties, and levies in the countries
where we operate. There may be
adverse changes in tax rates, laws, or
administrative practice.
The Group is geographically diverse and
there are complex tax regimes for the
betting and gaming sector. Tax authorities
may have a different interpretation to the
Group regarding the scope and scale of
taxation. These factors mean the levels
of taxation to which the Group is exposed
to may change in the future, and we may
become liable for tax payments greater
than the amounts in our filed tax returns.
How we respond
The Group’s tax strategy is approved
annually by the Board of Directors.
Responsibility for the execution of the
Group’s tax strategy is delegated to
the Chief Financial Officer who reports
the Group’s tax position to the Audit
Committee and Board on a regular basis.
To mitigate tax risks that arise, the Group
actively identifies, evaluates, manages,
and monitors its tax risks.
The Group has an appropriately qualified
and resourced tax team to manage its tax
affairs.
In addition, where there is significant
uncertainty or complexity in relation to a
tax risk, the Group may use the services of
external, expert tax advisors.
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Entain plc Annual Report 2023
04. Price and Service
of Delivery from
3rd Party Suppliers
Chief Financial Officer
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
Risk Oversight: Audit Committee
Why this matters to us
We are dependent on certain Third Parties
to deliver key products and services. Some
of our core capabilities are supplied by
small, specialist providers, which include
content providers who stream live events
to our shops, results and other key data
providers, League proprietors, industry
bodies, and suppliers that ensure security
and resilience of our locations and
systems. Other key Third Parties include
large technology and software suppliers
which hold dominant market positions.
Key suppliers could raise prices, become
financially unstable or deny services
which would limit the variety of gaming
we can offer, leading to loss of revenue.
To ensure robust management of service
delivery and value creation through
the life of the contract will allow better
management of growing risk/opportunity
amplified by our expansion.
If suppliers are purchased by our
competitors, access to services may be
restricted or denied, or we may decide
to withdraw from certain markets if they
become uneconomical.
Conversely, Third Party providers may present
acquisition opportunities for the Group.
How we respond
Strategic and critical suppliers are subject
to regular business and quality reviews
to ensure ongoing relationship and
performance management.
As part of our procurement processes, we
employ dedicated resources supplemented
by subject matter expertise within risk,
compliance, legal and technology assurance
to protect and enhance value, demonstrate
our high standards of corporate integrity,
and reinforce organisational resilience.
Where possible, we limit reliance on a
single supplier to reduce the potential
single point of failure. We proactively
manage our relationships with our
specialists and key providers.
Prices are subject to negotiation at the
contracting stage, and we have deep
industry expertise in our Procurement and
Legal teams.
We maintain good relationships with
Industry bodies and suppliers that keep our
key locations and services running.
1 Overview8 Strategic report88 Governance140 Financial statements Principal Risks
07. Maintain Technology
Platform Resilience
Chief Product and Technology Officer
08. Execution of the
Group Strategy
Chief Executive Officer
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
Impact: Very High
Risk Oversight: Audit Committee
Risk Oversight: Board
Why this matters to us
Our Group strategy establishes our
direction and culture and sets us on a
course of future growth through delivery
of overarching corporate objectives.
The corporate objectives guide our
business and team objectives and
facilitates our colleagues to be aligned in
delivering desired outcomes.
If we cannot understand or deliver
our Group strategy, we risk wasted or
fragmented effort, inefficient allocation of
resources, strategic stagnation, and loss
of competitive advantage.
How we respond
Our refreshed Enterprise Risk
Management process sets understanding
and clarifying objectives as part of its
first step, and all risks (both threats and
opportunities) are identified in relation to
their effect on objectives.
Why this matters to us
The Group’s operations are highly
dependent on information systems and
technology. Should we fail to maintain the
stability and availability of our technology
platforms, this could have a material
impact on customer-facing products
and customer experience, with adverse
impacts to our brands, revenue, and
market share.
Some of our technology is situated in
locations which could be subject to
physical threats.
How we respond
Proactively, our strategy is to move to
modern systems with higher levels of
resilience where possible.
We are enhancing our reactive responses
and provision of fall-back solutions should
our technology platforms fail.
We monitor key global metrics on critical
systems and platforms which identify any
potential emerging issues on our brands
or customer-facing technologies. When
indications of vulnerability are detected,
we escalate to resolve issues and create
solutions.
Our in-house experts are adept in
knowledge of our platforms, systems
and coding and can create solutions
adaptively.
06. Attracting and
Retaining Key Talent
Chief People Officer
Link to Strategic Objective:
Organic Growth
Margin Expansion
Impact: High
Risk Oversight: Board
Why this matters to us
Our colleagues, their talents and skills are
vital to helping our business succeed.
Attracting, retaining, and developing
the best and diverse talent is key to
the success of delivering our strategic
priorities – our people really do make the
difference.
Having clear leadership standards
enabling a vibrant and inclusive
organisational culture allows colleagues
to do their best work and excel. Providing
an open and inclusive environment
allows us to attract new and different
talent to join Entain but also creates a
culture people want to be a part of. By
creating the right standards of leadership
and setting clear expectations around
performance we are able to respond to
challenges and opportunities faster and
more effectively and therefore deliver on
our critical strategic objectives.
How we respond
Everything we do is anchored to our
clearly stated purpose, supported by our
shared values and behaviours.
Our value of “do what’s right” underpins
our commitment to setting the very
highest standards for our people to
adhere to.
Our leadership framework drives higher
levels of leadership capability allowing
us to attract and retain great talent. Our
commitments and actions are monitored
by the Executive Committee and the Board.
We are committed to ensuring all of our
people have a safe place to work with the
ability to raise any concern they may have.
We regularly seek employee feedback
through our Your Voice survey and translate
that into actionable plans to ensure high
levels of engagement and retention.
We encourage and support diversity
through Employee Resource Groups who
help drive, support, and promote a focus
on why diversity matters.
We actively promote the opportunity to
grow a career at Entain through promotion
but also lateral movement across the
business, providing meaningful career
progression.
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statements Principal Risks
10. Safer Betting and
Gaming
Group General Counsel
Link to Strategic Objective:
Organic Growth
Margin Expansion
US Market Growth
Impact: Very High
Risk Oversight: Sustainability and
Compliance Committee
Why this matters
Our Safer Gaming and Betting
approach is central to our business. It
is the cornerstone of our Sustainability
Charter, and our most material ESG issue
is to ensure market leading levels of
player safety and protection. Failure to
adequately protect our customers could
result in customer harm, fines, and loss of
license to operate in some jurisdictions.
How we respond
We have developed our in-house tool,
ARC™, and other forms of support and
customer interventions to facilitate us to
manage our safer gaming commitments.
Where risky behaviour is detected, we
may offer a personalised gambling control
tool, refer them for a chat with our player
protection team, or suspend their account
in real time.
ARC™ is an intelligent and innovative
platform that uses behavioural insight
and research, data science and analytics
to assess risk in play, enabling us to
identify, interact and intervene early with
customers who show signs of gambling-
related harm.
We have a range of initiatives in the area
of player protection, including a $5m
academic research partnership with the
Harvard Medical School, to understand
the causes and consequences of problem
gambling, and donating up to 1% of our
GGY to the treatment of gambling related
issues.
Our bonuses are calculated with reference
to our Safer Gaming metric – to reach the
threshold level for payout, minimum levels
of completion of safer betting and gaming
compulsory training modules must be
achieved by our colleagues globally.
09. Ensure Health, Safety,
Security and Well-being
of Employees, Customers,
and Communities
Chief Executive Officer and Group
General Counsel
Link to Strategic Objective:
Organic Growth
Margin Expansion
Impact: Very High
Risk Oversight: Sustainability and
Compliance Committee
Why this matters
Failure to meet the requirements of the
various domestic and international rules
and regulations relating to the health
and safety of our employees and our
responsibilities and commitments towards
customers and communities could
expose the Company to material civil,
criminal and/ or regulatory action with
the associated financial and reputational
consequences.
While Entain is committed to high
standards and strives to achieve zero
harm in all that it does, it recognises that
there is always the potential for safety or
well-being related issues to arise in an
operational business.
How we respond
At Entain, we are committed to providing
a safe work environment which promotes
people’s health, safety, security, and well-
being. We want everyone to feel healthy
and supported at work, and at home. We
have plans for each discipline to ensure
that we maximise the opportunities and
manage threats specific to our business.
Our health, safety and security strategy
is focused on continual improvement of
safety performance to reduce the number
and severity of work-related injuries whilst
keeping our colleagues and places of work
secure. This is underpinned by our HSSE
assurance programme to ensure our risk
management system is effective and that
we keep our colleagues safe and secure.
Our well-being strategy is designed to
help leaders and colleagues make positive
changes to improve their physical, mental,
and emotional health, in turn creating
a better performing, energised and
productive workforce. To achieve this,
we provide tools, training, and targeted
support to our colleagues.
The Group’s Sustainability and
Compliance Committee also oversees all
aspects of Health, Safety, Security and
Well-being practices.
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1 Overview8 Strategic report88 Governance140 Financial statements Long-term viability statement
The financial impact of the identified risk
events has been assessed both individually
and in combination and include:
The impact of a change in the Group’s
duty profile, including further changes in
gaming taxes in key geographies.
Significant changes in the regulatory
environment/further focus on AML
legislation and breaches in data
privacy regulations
Cyber and data privacy failings.
Downturns in trading as a result of a
failure to protect customers and/or retain
key staff.
The Directors have also performed reverse
stress tests to assess the level of liquidity
and covenant headroom in the underlying
forecasts as well as considering the broader
economic landscape in forming their view
on viability.
Based on the results of this analysis and the
mitigating actions available to the business,
the Directors confirm that they have a
reasonable expectation that the Company
will be able to meet its liabilities as they fall
due over the three-year assessment period
to December 2026.
In accordance with provision 31 of the 2018
Corporate Governance Code, the Board and
Directors have completed an assessment
of the prospects and viability of the Entain
Plc Group over a longer period than the
12 months required by the “Going Concern”
provision.
The Directors have concluded that three
years was an appropriate period for
assessment, as this is aligned to the
Group’s strategic planning process and
is considered to be the period for which
reliable estimates can be made for
variations in both industry and customer
dynamics, regulatory change, technological
advancements and the economic backdrop
in the betting and gaming industry taking
into account the ever changing landscape.
The objectives of the strategic planning
process are to further develop the
businesses understanding of the markets
in which it operates, assess the risks
and opportunities facing the business
and develop a Group-wide strategy and
associated financial forecasts.
The Directors have utilised these strategic
forecasts, the 2024 Board approved budget
and the current financial position of the
Group to assess the potential impact on
viability of certain severe, but plausible,
“risk events” arising which represent the
crystallisation of the Group’s principal risks
and uncertainties as identified on pages
83 to 86 of this Annual Report. The robust
assessment conducted considered the
Group’s revenue, EBITDA, operating
profits, cash flows, risk management
and controls, its current debt maturity
and mitigating actions should baseline
assumptions change.
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1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
8
Strategic report
88 Governance
140 Financial statements
Chairman’s Governance Overview
Entain continues to enhance its corporate governance practices
and procedures to ensure the Board operates effectively and
sets the right tone from the top. In 2023 a key focus for the Board
has been managing its own succession and I was delighted to
announce the appointment of Amanda Brown and Ricky Sandler,
who joined the Board in November 2023 and January 2024
respectively. Amanda brings extensive commercial and human
resource experience to us. Ricky knows our business extremely well
and his focus will be on generating value for all shareholders.
We have also overseen the departure of two executive directors
during the year, Jette Nygaard-Andersen and Robert Hoskin.
Under Jette’s leadership, Entain executed a strategic shift towards
regulated or regulating markets and continued to improve its
customer and product offering.
Robert stepped down as Chief Governance Officer in August
having been with the Group since 2005. I would like to express
my thanks to both Jette and Rob for their roles as directors and
everything they have done for me personally and the Group
more widely.
We have been hugely fortunate that Stella David agreed to take on
the Interim Chief Executive role while we continue our search for a
permanent replacement to Jette. Stella is an intensely commercial
leader with a long track record of success across multiple
industries. She has already made a significant impact refreshing
the corporate strategy and sharpening management’s focus on
operational execution.
The strength and expertise of the Board members has allowed us
to adjust quickly to these significant changes and I am thankful
to Pierre Bouchut, who took on the role of Senior Independent
Director, and Virginia McDowell, who replaced Stella as Chair of the
Remuneration Committee. Further details regarding our continued
search for Non-Executive Directors and our board succession
planning appears in the People and Governance Committee report
starting on page 101.
The Board established a new Capital Allocation Committee in
February 2024, which will provide additional oversight over the
Company’s portfolio of assets, capital allocation and capital
structure. I am the Chair of this Committee and I have been joined
by Pierre Bouchut and Ricky Sandler.
The Board remains confident about the Group’s future and is
committed to our strategy, our purpose and is highly focused on
developing sustained and sustainable shareholder value.
J M Barry Gibson
Chairman
“The Board remains
confident about the
Group’s future and
is committed to our
strategy, our purpose
and is highly focused on
developing sustained
and sustainable
shareholder value”.
J M Barry Gibson
Chairman
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Entain plc Annual Report 2023
Chairman’s Governance
Overview
Board of Directors
(as at 7 March 2024)
Tenure
Years:
0
1
2
3
4
5
6
7
Barry Gibson
Stella David
Rob Wood
Pierre Bouchut
Amanda Brown
Virginia McDowell
Ricky Sandler
David Satz
Rahul Welde
Age and
experience
40-44
45-49
50-54
55-59
60-64
65-69
70+
No. of Directors
1
0
2
1
2
2
1
Experience/Skills:
No. of Directors
5
3
2
3
8
8
1
4
9
Gaming
Sector
Finance
Legal/
Regulatory
Technology/
Digital
Global
Business
Customer
Media/
Entertainment
Marketing
Leadership
Diversity
Gender
British
American
French
Indian
No. of Directors
4
3
1
1
3:6
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1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
8
Strategic report
88 Governance
140 Financial statements
Board of Directors
Key:
A Audit Committee Member
C Capital Allocation Committee Member
R Remuneration Committee Member
P People & Governance
Committee Member
S Sustainability & Compliance
Committee Member
A Audit Committee Chair
P People & Governance Committee Chair
C Capital Allocation Committee Chair
S Sustainability & Compliance
R Remuneration Committee Chair
Committee Chair
Committee membership details provided in these biographies are given as at the date of this Annual Report. For details of Committee membership during the financial year, see
Committee reports on pages 101 to 112 and page 116.
J M Barry Gibson
Chairman
Tenure: Appointed to the Board November 2019 and became Chairman February 2020.
Age: 72 Nationality: British
Committees:
C P S
Biography: Barry was previously a non-executive director of William Hill plc and bwin.
party digital entertainment plc, where he was the senior independent director. Other listed
company experience includes roles as the chairman of HomeServe plc, non-executive
directorships of Somerfield plc and National Express plc and group chief executive
of Littlewoods plc. He was formerly the group retailing director at BAA plc and non-
executive chairman of Harding Brothers Holdings Ltd.
Key strengths and experience:
Barry has enjoyed a distinguished business career and has a deep understanding of
the gaming and retail sectors. He is an experienced leader and board member with
valuable insight on improving company performance and transformation programmes.
Barry continues to create a Board environment of constructive challenge and oversight.
Stella David
Interim Chief Executive Officer
Tenure: Appointed to the Board March 2021 and became Interim Chief Executive Officer
December 2023. Senior Independent Director until December 2023.
Age: 61 Nationality: British
Outside interests: Non-executive director of Norwegian Cruise Line Holdings Ltd where
she is also chair of the Nominating and Governance Committee and non-executive
director of the privately-owned Bacardi Ltd.
Biography: Stella was previously CEO of William Grant & Sons, following more than
15 years with Bacardi Ltd. She was chair of C&J Clark Ltd (having previously acted as
interim chief executive officer), non-executive director and senior independent director
of HomeServe plc and non-executive director and remuneration committee chair at
the Nationwide Building Society. Stella stepped down as a non-executive director and
remuneration committee chair of Domino’s Pizza Group plc and as a non-executive chair
of the privately-owned Vue International following her appointment as Interim Chief
Executive Officer of Entain plc.
Key strengths and experience:
Stella is an intensely commercial leader with a long track record of success across multiple
industries. She brings lengthy experience in management, consumer and regulatory
environments, and marketing to the Board. Her non-executive roles in listed and privately
owned companies give her a deep understanding of shareholder views and best practice
standards of corporate governance, as well as enhancing the Board’s ability to support
and oversee the delivery of Entain’s strategy.
Rob Wood
Chief Financial Officer and Deputy CEO
Tenure: Appointed to the Board as Chief Financial Officer March 2019; the role of Deputy
CEO was added to his portfolio January 2021.
Age: 44 Nationality: British
Biography: Rob joined Entain in 2012 and worked in senior roles within finance, including
as CFO of the Group’s retail business. Prior to Entain, he was senior vice president at
Cerberus Capital, overseeing the private equity firm’s European portfolio companies and
worked in restructuring advisory at Rothschild. Rob started his career at KPMG where he
qualified as a chartered accountant and holds a degree in Mathematics and Management
Studies from the University of Nottingham.
Key strengths and experience:
Rob’s financial expertise and deep knowledge of Entain’s business make him uniquely
placed to manage his wide-ranging portfolio as Chief Financial Officer and Deputy CEO,
providing insight to the Board on commercial, financial and operational issues.
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Entain plc Annual Report 2023
Board of Directors
Pierre Bouchut
Independent Non-Executive Director &
Senior Independent Director
Tenure: Appointed to the Board September 2018 and
became Senior Independent Director December 2023.
Age: 68 Nationality: French
Outside interests: Non-executive director and chairman
of the audit committees at Pepco Group and GeoPost
SA, a non-executive director and chairman of Profi Rom
Food SRL, and a non-executive director of Rina Estate
Italia SRL.
Committees:
A C
Biography: Pierre was the chief operating officer for
Europe at Koninklijke Aholddelhaize N.V. (2016-2018),
chief financial officer at Delhaize Group Belgium
(2012-2016), Carrefour SA (2009-2012), Schneider
Electric Group (2005-2009), and CEO of Casino Group
(1995-2003). He was also a non-executive director of
Hammerson plc (2015-2021) and Firmenich SA (where he
was also chairman of the audit committee) (2016-2023).
Until it was acquired by KKR in 2022, he was the reference
board member and chairman of the audit committee at
Albioma SA. He has worked for Citibank, Bankers Trust
and as a consultant with McKinsey.
Key strengths and experience:
Pierre has had a long career in senior executive and
non-executive roles across finance, retail, logistics,
information systems and property. His familiarity with the
management of large, internationally listed companies
gives him an extensive understanding of regulation,
accounting standards and strategy, complementing
his deep knowledge of corporate governance and audit
committee practice. This broad experience makes him
suited to chair Entain’s Audit Committee and to act as its
financial expert.
Amanda Brown
Independent Non-Executive Director
Tenure: Appointed November 2023.
Age: 55 Nationality: British
Outside interests: Non-executive director and chair of the
remuneration committee of Mitchells & Butlers plc and a
non-executive director of Manchester Airport Group.
Committees:
R
Biography: Amanda is an experienced senior executive
with a background in consumer facing organisations and
financial services. She served as Chief Human Resources
Officer of Hiscox during a period of significant growth
and transformation for the organisation and she has also
held executive roles within Whitbread Group, PepsiCo
and Mars Inc. Amanda was a Non-Executive Director
and Chair of the Remuneration Committee of Micro Focus
International Limited, a multinational software and
information technology business, before stepping down
when the business was sold in 2023.
Key strengths and experience:
Amanda brings a wealth of experience in human
resources, remuneration strategy and managing
organisations through significant change. Amanda has
relevant consumer facing experience. Given her extensive
experience as a Remuneration Committee Chair, Amanda
was appointed as Designate Chair of the Remuneration
Committee at the time of her Board appointment and,
subject to her election, will become Chair of Entain’s
Remuneration Committee following the AGM.
Virginia McDowell
Independent Non-Executive Director and
Designated Workforce Director
Tenure: Appointed June 2018.
Age: 66 Nationality: American
Outside interests: Vice-president of Global Gaming
Women, a non-profit organisation with a mission to
support, inspire and influence the development of women
in the gaming industry through education and mentoring,
and a trustee of St Louis University.
Committees:
R S P
Biography: Virginia was the president and CEO of Isle of
Capri Casinos, Inc. in the United States from 2011 until
her retirement in 2016, and the president and COO of
Isle of Capri (2007-2011). Prior to this she was the chief
information officer at Trump Entertainment Resorts (2005-
2007) and senior vice president of operations. Virginia was
the first woman to be inducted into the Mississippi Gaming
Hall of Fame and in 2022 she was inducted into the
American Gaming Association’s Hall of Fame.
Key strengths and experience:
Virginia’s 40-year career and accomplishments in the
gaming sector have been recognised by a number of
prestigious awards. Virginia has actively engaged with our
stakeholders in her role as Designated Workforce Director.
Throughout her career she has maintained a tireless focus
on developing the next generation of women leaders in the
gaming industry and this understanding of the diversity
and regulatory challenges of the sector has greatly assisted
the Board and the Sustainability & Compliance Committee.
Ricky Sandler
Non-Independent Non-Executive Director
Tenure: Appointed January 2024.
Age: 54 Nationality: American
Outside interests: Chief Executive Officer and Chief
Investment Officer of Eminence Capital, LP.
Committees:
C P
Biography: Ricky founded Eminence Capital in 1999.
Eminence is a USD6.5 billion global investment
management organisation investing client capital across
global financial markets. As Chief Executive Officer
and Chief Investment Officer of Eminence, Ricky is
responsible for setting the firm’s strategic direction as
well as directly managing its 20+ person investment team
and diversified investment portfolio. Prior to launching
Eminence, Ricky was co-founder and co-general partner
of Fusion Capital Management, a firm that managed a
long/short hedge fund focused on global equity securities.
Prior to that he was a research analyst at Mark Asset
Management, where he began his investing career in
1991. Ricky received a BBA in Accounting and Finance
graduating with honours from the University of Wisconsin.
Key strengths and experience:
Ricky brings over 30 years of experience in analysing
and investing in public companies with a wealth of
perspective on ways to maximise long term shareholder
value and institute strong corporate governance oversight
at the board level. In connection with his appointment,
the Company, Eminence Capital and Ricky have entered
into a relationship agreement, including customary
governance, standstill and voting provisions. A summary
of the main terms of the agreement is available on the
Company’s website.
David Satz
Independent Non-Executive Director
Tenure: Appointed October 2020.
Age: 64 Nationality: American
Rahul Welde
Independent Non-Executive Director
Tenure: Appointed July 2022.
Age: 54 Nationality: Indian
Outside interests: Member of the board of a commercial
gaming and hospitality entity established by the Eastern
Band of Cherokee Indians (EBCI) and a member of the
board of Dreamscape Entertainment Integrated Resorts,
Inc.
Committees:
A S
Biography: David was senior vice president of
Government Relations and Development for Caesars
Entertainment Corporation in Las Vegas, where he worked
from 2002 to 2019 and had responsibility for overseeing
Caesars’ government activities for more than 52 properties
in 15 states in the US and several other countries around
the world. Prior to this he spent 16 years at the US law
firm Saiber Schlesinger Satz Goldstein LLC, where he had
a particular focus on the gaming industry and played a
key role in numerous regulatory and legislative initiatives
throughout the US.
Key strengths and experience:
David brings to the Board an exceptional perspective
on the US gaming sector as well as expertise in gaming
regulatory law and policy as it impacts the Group
worldwide. His extensive career in regulation and
legislation has allowed the Board to benefit from his
insight and knowledge as Entain seeks to execute its
strategy to grow market share in the US through its
BetMGM joint venture. His regulatory experience has also
provided insight into the many regulatory, responsible
gaming and compliance issues that the Group faces.
Outside interests: Non-Executive Director of Pantheon
International Plc. Chair of the Advisory Board of Migrant
Leaders, a UK charity.
Committees:
A P R
Biography: Rahul spent over 30 years working with
Unilever PLC, most recently in a global role as the
Executive Vice President of Global Digital Transformation,
building capabilities across the digital spectrum, including
new business models, innovation, partnerships, processes
and training. Previously, Rahul was Unilever’s Regional
VP Media for Asia, Africa, Middle East, Turkey and Russia.
Throughout his career he has worked in a diverse range of
roles across functions and categories. He has been active
in industry bodies, including as the Regional Vice President
for The World Federation of Advertisers and chairman of
the Mobile Marketing Association, Asia.
Key strengths and experience:
Rahul brings a lifetime career of knowledge from the
global fast-moving consumer goods sector. He has proven
experience of leveraging digital technologies for the
benefit of business. Rahul has deep expertise in media and
marketing as well as in digital and transformation, leading
large change programmes encompassing technology,
processes and people.
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1 Overview8 Strategic report88 Governance140 Financial statements Summary of 2023
Details of progress and our deliverables on the key areas for focus set out in our last annual report are set out below:
2023 Goals
2023 Result
Undertake a follow-up independent audit of the Group’s governance
and compliance processes, following on from the 2021 Alvarez &
Marsal review.
Continue to embed the evolved risk management programme
throughout the business.
Further develop the global Compliance and AML team structures, with
further recruitment where required, and the alignment of acquired
businesses with the Group’s policies, procedures and risk appetite.
Recruit a new
Company Secretary.
Finalise a new strategy for ARCTM which provides a path
of development for the next three years.
Progress the HMRC investigation towards a conclusion.
Hold an Entain: Sustain update interaction in Q4.
Entain instructed PWC to carry out a comprehensive assessment of the overall
design and efficacy of its compliance framework, with particular focus on
gambling industry requirements and good practice. The review encompasses the
following key elements: governance and tone from the top; risk assessment and
response; policy and strategy; compliance culture and standards of behaviour;
training and communications; procedure and control activities; issue reporting
and management; monitoring and assurance; and the use of technology. The
report is expected to be completed by the end of March 2024.
The Enterprise Risk team have further developed the Enterprise Risk
Management (“ERM”) policy, manual, process, risk toolkit and programme during
2023. Our refreshed approach to ERM is creating a more ‘risk aware’ culture’ and
aligned to the international standards on risk management. We have undertaken
formal risk training and workshops with all functions at Entain, the outputs of
which have led to a more substantive risk register and significant risk dashboard,
focussing on ‘impact’ and ‘action’ to support informed risk-based decisions.
We conducted a comprehensive restructuring of the compliance organisation
with consolidation of departments and alignment across our acquired
businesses. We have also enhanced our capabilities with key hires and
strengthened our compliance monitoring and assurance programme.
We restructured and centralised the Anti-Financial Crime (“AFC”) function
to ensure it remains robust, sustainable and proportionate in managing
and mitigating financial crime risks faced by Entain. We have also revised
the organisational structure to ensure staff globally with financial crime
responsibility, have a reporting line into Group AFC team.
We welcomed James Morris as Group Company Secretary in July.
We continued to refine ARCTM during the year and worked with lived experience
experts, academics and third party behavioural scientists to improve our player
protection offering for customers.
We reached final settlement of the HMRC investigation into our legacy Turkish-
facing business and entered into a Deferred Prosecution Agreement (“DPA”)
with the Crown Prosecution Service that was approved by the Crown Court on 5
December 2023.
Since the conduct giving rise to the DPA, the Group has undertaken a
comprehensive review of its anti-bribery policies and procedures and has taken
decisive action to significantly strengthen its wider compliance programme and
related controls.
In December 2023, we held our annual Entain Sustain update event virtually,
providing updates on several topics to our key stakeholders including investors,
analysts, regulators, media, colleagues and customers. A report on this event
can be found in our discussion on Board Leadership and Company Purpose on
page 97.
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1 Overview8 Strategic report88 Governance140 Financial statements Summary of 2023
Governance Team
Regulated Markets
On 12 November 2020, Entain announced a clear strategy for
sustainability, growth and innovation. As part of that strategy,
the Group made a commitment to only do business in countries
where it had a local licence or those countries that were on a
path to revise their laws and regulations, which would allow
us to then apply for a domestic licence in the near to mid-term.
Throughout 2023, the Group continued with this process by exiting
its few remaining markets where there is no clear path to market
liberalisation via domestic regulation.
Since 2020 the Group has closed its offering into more than
150 markets where we do not see the prospect of regulation
allowing the Company to obtain a licence or find a locally-licensed
operator to partner with on attractive commercial terms. We have
also doubled the number of countries where we hold a licence
and currently hold domestic licences in 34 markets and now
hold licences in 26 US States. We remain active in only five small
markets where we do not currently hold a domestic licence, and by
the end of 2024 we will have either exited these markets or have
obtained, or be in the process of obtaining, a domestic licence.
More specifically, in 2023, we obtained a licence to offer our bwin
brand in Mexico and completed the acquisition of STS to enter
the regulated market in Poland. We also announced an exclusive
25-year deal with the New Zealand TAB to provide licenced online
sports betting services in New Zealand. At the end of the year, the
Brazilian Government passed its long-awaited online gambling bill
and we expect licences to be made available in 2024. In parallel,
the Finnish Government also formally announced that it will
dismantle its gambling monopoly and launch an open licensing
system for online gambling in the next two years.
With Robert Hoskin’s departure, Simon Zinger, our Group General
Counsel, has taken over leadership of the Governance, Legal
and Compliance function. Simon is a member of the Executive
Committee and brings a wealth of experience and leadership
to the team. He was instrumental in the resolution of the HMRC
investigation and agreeing the terms of the DPA with the Crown
Prosecution Service and has overseen significant organisational
changes and improvements as the Company has continued
to strengthen its governance and compliance standards and
capabilities. Under Simon’s leadership, the global Governance team
is highly-engaged in supporting the Company’s objectives and has
focused on a number of unique initiatives such as complementing
the Company’s efforts in the area of Diversity & Inclusion,
undertaking pro bono activities to support charities, and creating
unique learning and development opportunities for team members,
During the year we have continued to make good progress
embedding our ERM framework (see page 79) and enhanced our
global Compliance and AML team structures.
Our Head of International Compliance, Florian Sauer, has
conducted a comprehensive restructuring of the compliance
organisation with consolidation of departments and alignment
across our recently acquired businesses. We have focused on
pursuing and maintaining constructive relationships with all
of our regulators, continued to enhance our capabilities with
key hires, and strengthened our compliance monitoring and
assurance programme.
We welcomed Karen Nightingale as Group Director of Ethics and
Compliance at the beginning of the year. Under her leadership we
have developed a three-year strategy to achieve our vision of a
best-in-class Ethics and Compliance programme and have created
a Charter that explicitly sets out the independence and authority
of the Ethics and Compliance function required to implement
the programme effectively. We have updated our approach to
on-boarding vendors and suppliers in order to better identify and
mitigate third party risk exposure and will continue to develop this
going forward.
We have also appointed Edward Maguire as our new Group MLRO
and Global Head of AFC as part of our commitment to combat
financial crime. During the year we have developed a holistic Anti-
Financial Crime Risk Management Programme with enhanced
coverage, governance and reporting protocols. We have also
created a centralised function to drive consistency of standards,
whilst ensuring effective oversight and control.
We were also pleased to welcome James Morris as Group
Company Secretary in July 2023.
Regulatory Settlement
A key area of focus during 2023 was overseeing resolution of the
HMRC’s investigation in relation to the Group’s legacy Turkish-
facing business. The Board was proactively engaged throughout
the process and has reviewed and challenged the work done to
significantly strengthen the Company’s compliance programme
and controls. We are now a fundamentally different and profoundly
changed Company and we can move forward with confidence as
we concentrate on our future.
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1 Overview8 Strategic report88 Governance140 Financial statements Board and Committee Structure: Decisions,
responsibilities and delegated authority
Entain plc:
The Board must act with integrity and is collectively responsible for establishing the Company’s purpose,
values and strategy as well as overseeing the conduct of its business and promoting the long-term sustainable
success of the Group, generating value for shareholders and contributing to wider society.
The Board sets the strategic direction of the Group, approves the strategy and takes appropriate action to
ensure that the Group is suitably resourced to achieve its strategic aspirations.
The Board considers the impact of its decisions and its responsibilities to all its stakeholders, including
colleagues, shareholders, regulators, customers, suppliers and the communities in which we operate.
The Board discharges its responsibilities directly or, in order to assist it in carrying out its function of ensuring
effective independent oversight and stewardship, delegates specified responsibilities to its committees.
Details of how the Board fulfilled its responsibilities in 2023, as well as key topics discussed and considered by
the Board committees, can be found in this Directors’ report.
Audit Committee
Sustainability
& Compliance
Committee
People &
Governance
Committee
Remuneration
Committee
Oversight and review of financial reporting processes, the Group’s
system of internal control, including internal financial controls, the
appropriateness and effectiveness of the enterprise risk management
framework and principal risks and the work undertaken by Internal Audit
and the Group’s Statutory Auditor, KPMG.
Oversight and review of the Company’s Sustainability and Compliance
programme, the Company’s relationships and engagement with a wide
range of stakeholders, progress against internal KPIs and external
Sustainability and Compliance index results. Furthermore, it ensures that
the ESG Strategy remains fit for the future.
Oversight and review of Board and executive succession, overall
board effectiveness, workforce policies and practices and corporate
governance issues.
Oversight and review of the Group’s overall remuneration strategy,
including share plans and other incentives. Further maintains dialogue
with shareholders and workforce on remuneration related matters.
Capital Allocation
Committee
Oversight over the Group’s portfolio of assets, capital allocation and
capital structure.
Chairman’s
Committee
Provides the opportunity for the Chairman to discuss and consider topical
ad hoc matters with the Non-Executive Directors without the Executive
Directors being present. The topics discussed during the year have varied
from performance and strategic related matters, including executive
succession planning and shareholder feedback.
Read more: pages 104 to 109
Read more: pages 110 to 112
Read more: pages 101 to 103
Read more: pages 116 to 117
Interim Chief
Executive Officer
The Interim Chief Executive Officer is responsible for the management of all aspects of the Group’s
business, developing strategy in conjunction with the Chairman and the Board, and leading its execution.
The Board delegates authority for the operational management of the Group’s business to the Interim Chief
Executive Officer for further delegation in respect of matters that are necessary for the effective day-to-
day operations and management of the business. The Board holds the Interim Chief Executive Officer
accountable in discharging her delegated authorities.
Executive
Committee
The Executive Committee comprises of the Interim Chief Executive Officer, Chief Financial Officer, Group
Chief Commercial Officer, Chief Product & Technology Officer, Group General Counsel, Chief People Officer
and Chief Investor Relations & Communications Officer. It supports the Interim Chief Executive Officer in the
day-to-day management of the business and implementation of strategy.
Entain Leadership
Team
Business Leaders who own delivery of business strategy and communications across the Group.
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1 Overview8 Strategic report88 Governance140 Financial statements Board composition, roles and attendance in 2023
The Chairman is committed to ensuring the highest standards of Board effectiveness. A key mechanism to drive this is the appropriate
composition and balance of individuals.
The Board is comprised of a majority of independent directors, who provide an independent perspective, constructive challenge and
monitor performance and delivery of the strategy within risk appetite and the controls set by the Board.
The Chairman
J M Barry Gibson
Chairman
Executive directors
Stella David
Interim Chief Executive Officer
Provides effective leadership of the Board
and promotes the highest standards of
corporate governance practices.
Leads and directs the implementation of the
Group’s business strategy, embedding the
organisation’s culture and values.
Leads the Board in providing strong
strategic oversight and setting the Board’s
agenda, culture and values.
Leads the Group Executive Committee with
responsibility for the day-to-day operations
of the Group and financial performance.
Leads the Board in challenging
management’s thinking and proposals,
and fosters open and constructive debate
among Directors.
Maintains relationships with key internal
and external stakeholders including the
Chairman, the Board, customers, regulators
and shareholders.
Maintains responsibility and accountability
for the Group’s and its employees’
compliance with applicable laws, codes,
rules and regulations, good market practice
and Entain’s own standards.
Maintains internal and external
relationships with key stakeholders, and
communicates shareholders’ views to
the Board.
Organises periodic monitoring and
evaluation, including externally facilitated
evaluation, of the performance of the Board,
its committees and individual Directors.
Leads on succession planning for the
Board and its committees, ensuring
appointments reflect diverse cultures, skills
and experiences.
Rob Wood
Chief Financial Officer and Deputy CEO
Supports the Group Chief Executive in
developing and implementing the Group
strategy and recommends the annual
budget and long-term strategic plan.
Leads the Finance function and is
responsible for effective financial reporting,
including the effectiveness of the processes
and controls, to ensure the financial control
framework is robust and fit for purpose.
Maintains relationships with key
stakeholders including shareholders.
Leads the Disclosure Committee to
ensure the Group meets its disclosure and
reporting requirements pursuant to the
Financial Conduct Authority’s Listing Rules
and Disclosure Guidance and Transparency
Rules, as well as complying with UK Market
Abuse Regulations.
Senior Independent Director
Non-Executive Directors
Constructively challenge and contribute to the development and approval of Group strategy.
Challenge and oversee the performance of management.
Ensures that financial information is accurate and that both controls and the system of risk
management are effective and robust.
Contribute to the assessment and monitoring of culture. Maintain internal and external
relationships with the Group’s key stakeholders.
Pierre Bouchut
Independent Non-Executive Director
& Senior Independent Director
Supports the Chairman, acting as
intermediary for Non-Executive Directors
when required.
Leads the Non-Executive Directors
in evaluating the performance of the
Chairman, supporting the clear division of
responsibility between the Chairman and
the Chief Executive Officer.
Listens to shareholders’ views if they have
concerns that cannot be resolved through
the normal channels. Leads an orderly
succession process for the Chairman.
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1 Overview8 Strategic report88 Governance140 Financial statements Board Leadership and Company Purpose
Over the year the Board focused on a strategy of growth and sustainability
bringing moments of excitement into people’s lives. As we go into 2024 there
has been a shift in strategy to deliver organic growth, EBITDA margin expansion
and US market growth. The Board will continue to ensure the customer is at the
heart of all we do as we continue to develop and provide market-leading player
protection. The Board has also sought to promote our purpose and strategy and
made decisions in the interests of all stakeholders, having considered the matters
set out in s172 of the Companies Act 2006 (UK).
Stakeholders
Employee Forum Global Conference
The Board has responsibility for leading the Group’s stakeholder
engagement and considering the implications of key decisions
on the Company and its stakeholders. The Board recognises that
effective engagement with our stakeholders will drive long-term
value creation, making Entain a company that people want to
invest in, buy from, partner with and work for.
Our Global Engagement Conference invites employee engagement
advocates to share their insights with the Board and Executive
Committee. This year’s event was hosted on 31 January by Melanie
Tansey, Chief People Officer, and was attended by Board members
Virginia McDowell, our Designated Workforce Director, and Rahul
Welde, and more than 40 employees representing 22 countries.
Entain has identified six stakeholder categories and our report
on ‘Board activities’ provides an overview of how the Group’s key
stakeholders are considered in Board discussions and deliberations
as part of its decision making.
Our People
Listening to and engaging our people is a key priority at Entain. We
are committed to listening to employees across the globe to drive
positive change throughout the organisation. We focus on this
through our Employee Forums, Global Engagement Conference and
global engagement survey.
Employee forums exist in many of the locations in which we
operate. Our Employee Forums continue to be a key pillar of our
employee listening and engagement strategy. The forums enable
our people to discuss and agree how their teams connect with
the Company purpose, strategy and values, as well as discussing
topics that impact them and their colleagues.
Our UK & Ireland Retail Forums and UK & Gibraltar Office
Forums host quarterly meetings where elected representatives
come together to share feedback on all aspects of life at Entain.
During these meetings they also hear updates from the business
on topics ranging from company purpose, strategy and values to
financial performance and operational initiatives.
Our Directors are encouraged to attend employee forums and
during the year have attended listening sessions that provide
feedback and insight into the realities of everyday working life
at Entain.
As per our forum constitution, every two years we refresh our
forums by electing new representatives. This election process was
held in December 2023, and we now have a new forum team for
2024/25, who have been fully trained in readiness for their role.
Attendees heard a business update which focused on our strategic
direction, goals, culture and employee engagement. Following this,
the group then had an open conversation with the Board on topics
such as how to build engagement and trust, communication,
diversity, equity & inclusion, goal setting, leadership, networking
and recognition. A number of proposals were taken away by the
representatives of the Board for further consideration.
A video recording of the Global Conference was posted on the
Entain intranet to ensure all employees have an opportunity to
watch the discussion.
Employee Forum AGM
Each year the elected representatives from our forums come
together with members of the Board and Executive Committee for
the Forum AGM.
During this year’s meeting, each forum presented their main
achievements during the year and had an open conversation with
the Board. This meeting took place in January 2024. It was hosted
by Melanie Tansey, Chief People Officer and welcomed 80 Forum
Representatives to join two of our Directors, Virginia McDowell and
Rahul Welde.
Key topics discussed included communications, company
performance, customer feedback, leadership, listening and
strategy. The meeting was an important opportunity to build
connections between the Board and our employees.
Shareholders
The Board receives feedback on shareholder views in different
ways, including through the Chairman and executive management,
who meet regularly with shareholders throughout the year, as
well as an investor study compiled by an independent third party.
Board members listen to results and trading updates held by the
Group for analysts and institutional investors and can hear directly
the questions and comments on Company performance.
The Chairman and Senior Independent Director held regular
meetings with a variety of institutional investors to discuss
the execution of strategy and delivering shareholder value.
Key takeaways and feedback from shareholder meetings were
shared with the rest of the Board.
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Company Purpose
In December 2023, we gave our annual Entain Sustain updates,
providing a deep dive into key business developments that
touch on the important ESG initiatives, including regulation and
environmental progress. The update provided an overview of our
double materiality assessment held throughout H1 2023 where
key stakeholders including investors, analysts, regulators, business
partners, customers and colleagues were given the opportunity
to share their views. The process was fundamental in mapping
Entain’s material risks and opportunities, which underpinned the
development of our new Sustainability strategy released during
Entain Sustain in December. The new strategy focuses on four
core areas:
Being a market leader on player protection – providing industry
leading customer protection through innovative features,
customer support, communications and our culture.
Provide a secure and trusted platform – lead on integrity
in everything that we do. From having the highest ethical
standards, to only operating in regulated markets, to having a
high standard of data protection and cyber security.
Create the environment for everyone to do their best work – to
attract a broad and diverse audience from the inside out. To be
an employer of choice, build an inclusive and supportive culture
where talent from all backgrounds can thrive.
Positively impact our communities – Play our role in limiting
global warming to no more than 1.5 degrees and create a
positive impact on our communities.
Director meeting attendance for 2023
The Board had six scheduled meetings in 2023 and a further
eleven ad-hoc meetings.
Scheduled
Meetings
attended
Meetings
eligible to
attend
Ad hoc
Meetings
Ad hoc
Meetings
eligible to
attend
Chairman
Barry Gibson
Executive Directors
Stella David
Rob Wood
Jette Nygaard-
Andersen
Robert Hoskin
Non-Executive Directors
Pierre Bouchut
Rahul Welde
Virginia McDowell
David Satz
Rahul Welde
Amanda Brown
6
6
6
5
2
6
6
6
6
6
1
6
6
6
5
2
6
6
6
6
6
1
11
9
10
8
10
9
10
9
9
2
11
11
11
9
11
11
11
11
11
2
We developed this strategy to strengthen our sustainability
leadership role and articulate our approach to focus actions across
our business and value chain.
* Directors are expected to attend all scheduled Board meetings. Where Directors are
indicated as not having attended Ad Hoc Board meetings, this is attributable to pre-
existing and unavoidable commitments, typically as a result of the short notice given.
In each case the Director was provided with all Board papers and the opportunity to
provide comments to the Chairman as appropriate.
AGM
All resolutions put to the 2023 Annual General Meeting
received overwhelming support of those investors who voted,
being approximately 80% of our shareholder base (slightly
higher than the voting level of 77% in 2022). The results of the
voting at all general meetings are published on our website:
www.entaingroup.com.
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1 Overview8 Strategic report88 Governance140 Financial statements Board Activities
during 2023
During 2023, the Board remained focused on
Entain’s strategic direction, financial performance,
the implementation of safer gambling activities and
controls, and progress with embedding the enterprise
risk management framework.
The Board had six scheduled in-person meetings in 2023.
In addition there were a further eleven videoconference meetings
during the year concerning urgent matters such as the review
and approval of M&A transactions, overseeing resolution of the
HMRC’s investigation and entering into the Deferred Prosecution
Agreement with the Crown Prosecution Services as well as
receiving updates on trading.
Board meetings are a key mechanism for Directors to discharge
their duties, notably under Section 172 of the Companies Act
2006 (UK). An overview of the Board’s discussions and how these
considered the Group’s key stakeholders is set out below.
Key to stakeholder groups:
S Shareholders
Cu Customers
Su Suppliers
TC The Community
R Regulators
C Colleagues
As an Isle of Man incorporated company, Entain is not subject to
the reporting obligations under Section 172 of the Companies Act
2006 (UK). Nevertheless, the Board recognises the importance of
effective governance and intends to operate in line with the UK
reporting regulations.
The Group has complied with the principles and provisions of
the 2018 UK Corporate Governance Code. During 2023 the
People & Governance Committee was composed of a majority of
independent members, in compliance with Provision 17. However,
as we began 2024, the composition of this Committee changed
(further details can be found on page 102) and the Committee now
comprises the Chairman, two independent non-executive directors
and one non-executive director. Whilst not strictly in adherence
with Provision 17, the Board is of the view that the composition of
the People & Governance Committee complies with the spirit of
the Code given that it is comfortable that sufficient independent
judgement is applied by the four Committee members to the
consideration of appointments to the Board. The Board will keep
this matter under review and address the matter of independence
of the Committee as additional non-executive directors are
appointed to the Board. The Code can be found on the FRC’s
website at www.frc.org.uk.
Strategy
Execution of Group Strategy
S C Cu Tc R Su
M&A Activity
S C Cu R Su
Financial Plan
S C Cu Su
Regular updates on priorities
and improving capabilities for
execution of core digital and retail
business strategies.
Oversight of customer centric initiatives
to better serve customers and enable
moments of excitement.
Oversight and challenge to
proposed steps and progress
accelerating sportsbook product and
platform enhancements.
Continued oversight of steps being
taken to exit markets with no
domestic licences.
Two-day session revising strategy
around the three pillars of organic
growth, EBITDA margin expansion and
US market growth.
Deep Dives on the Retail segment,
competitive landscape, marketing
initiatives and value drivers of the
Entain business.
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Entain plc Annual Report 2023
Received regular updates on potential
Discussed and approved the three-
M&A opportunities.
year plan.
Reviewed and approved five
M&A transactions recommended
by management.
Approved equity raise of £600m
through a non-pre-emptive placing of
new ordinary shares to institutional and
retail investors to fund the acquisition of
STS Holdings S.A (“STS”)1
1. Entain consulted with a number of its major
institutional shareholders prior to the placing and
has respected pre-emption principles through the
allocation process in so far as possible.
1 Overview8 Strategic report88 Governance140 Financial statements Board Activities
during 2023
Performance
Business updates
S Cu R Su
Undertook segment reviews of the retail
and core digital businesses.
Discussed and debated challenges with
financial and operational performance
in H2 2023.
Conducted a detailed review of the
competitive landscape, including both
global and local operators’ strategic
priorities and associated threats.
Monitored performance and debated
strategic opportunities relating
to BetMGM.
Financial updates
S Cu R Su
Reviewed and approved the
2024 Budget.
Discussed and approved the continued
progressive dividend policy.
Monitored and debated the wider
macroeconomic and geopolitical
environment and its potential impact on
our business.
Received monthly financial
performance updates.
Regulatory Developments
S C Cu TC R Su
Received regular regulatory and legal
updates from the Chief Governance
Officer and Group General Counsel.
Governance
Market Updates & Regulatory
Disclosures
S Cu TC R
Approved the Notice of Meeting for
the AGM.
Reviewed and approved the Annual
Report & Accounts following
recommendations from the
Audit Committee.
Considered key market updates and
disclosure obligations in respect to
Full Year and Half Year results, M&A
transactions, trading performance and
CEO succession.
Closely monitored progress with
the proposed settlement of HMRC’s
investigation into the Group’s legacy
Turkish-facing business before
approving the final terms of the
Deferred Prosecution Agreement.
Risk
S C Cu TC R Su
well as the results of the annual
employee survey.
Responsible Gambling
S C Cu TC R
Received regular updates on the
Group’s safer gambling activities,
including the effectiveness of our
ARCTM programme.
Approved the Group’s principal risks
and kept under review the Group
Risk Register considering new and
emerging risks.
Conducted a deep dive into the controls
and processes adopted by the Company
to comply with regulatory, licencing and
compliance regimes.
Player Protection remained a key area
of focus for the Board during 2023.
A review of the methodology and key
metrics for ensuring high standards of
player protection is a standing board
agenda item, including the proactive
measures being taken to enhance
controls and monitor player behaviours.
Reviewed and agreed the Principal
Risks for 2024 and their allocation
for monitoring between the Board
and its Committees (see page 79 for
more details)
Reviewed and approved the Group’s
annual long-term viability statement.
People and Culture
S Cu C TC
Comprehensive review of the strategic
people agenda and priorities, including
steps being taken to attract and
retain talent.
Oversight of organisation design and
review of ways of working initiatives
and performance culture.
Received updates and provided
feedback on the revised values as
Product & Technology
S C Cu R Su
Received regular updates on the
new technology blueprint and target
operating model as part of ensuring
Entain has the right platform capability
needed to support the Company’s
growth ambitions and evolving
business needs.
Kept under review the Tech debt plan
to address identified issues in areas of
compliance and cybersecurity.
Monitored progress with migrating to a
cloud embedded architecture.
Received reports and provided input
on actions being taken to enhance
player experience and the quality of
sportsbook product.
Investor Feedback
S
Received feedback from investor meetings
and roadshows from the Chair, Senior
Independent Director, Executive Directors
and Chief IR & Communications Officer.
Established and approved the Terms
of Reference for the Sustainability
& Compliance Committee, People &
Governance Committee and Capital
Allocation Committee.
Conflicts of Interest Policy
Considered external reviews of investor
S C Cu TC R Su
feedback on Entain’s performance
and governance.
Board Governance
S R C
Kept under review the Schedule of
Matters Reserved for the Board.
Conducted its annual evaluation
covering the effectiveness of the Board,
its Committees and the performance of
the Chair and individual directors.
Reviewed and approved the Board’s
Conflicts of Interest Register.
Board Succession
S C R
Engaged with Spencer Stuart
throughout the year as part of ongoing
succession planning and appointed two
new Non-Executive Directors.
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1 Overview8 Strategic report88 Governance140 Financial statements Board Activities
during 2023
Board Commitment, Balance and Independence
Board Evaluation and Effectiveness
The Board keeps under review and remains satisfied that each
Non-Executive Director devotes sufficient time to the role in order
to discharge his or her responsibilities and duties effectively.
The Chairman, Senior Independent Director and other Non-
Executive Directors each have letters of appointment and do not
serve in an executive capacity.
The Board undertakes an annual evaluation review in order to
increase its effectiveness and to identify areas for improvement.
Entain engaged Lintstock Ltd in 2023 to conduct a review of the
performance of the Board and its committees. Lintstock is an
advisory firm that specialises in Board reviews and has no other
connection with the Company or individual Directors.
The scope and objectives of the review were agreed following
a briefing meeting between the Company Secretary and
Lintstock. Lintstock collaborated with Entain to design a bespoke
line of enquiry tailored to the business needs of the company,
and to follow up on themes identified in Lintstock’s previous
reviews. The Chairman and the Committee Chairs were given
the opportunity to input into the focus of the exercise. As well
as covering core aspects of governance such as information,
composition and dynamics, the review considered people, strategy
and risk areas relevant to the performance of Entain. The review
had a particular focus on the following areas:
The ongoing CEO succession process
The Board’s dynamics and relationship with management
The Board’s oversight of growth opportunities
Board members completed bespoke surveys assessing the
performance of the Board and each of its Committees, as well as
the performance of the Chairman. Each director also completed a
self-assessment questionnaire addressing their own performance.
Lintstock analysed the findings from the surveys and delivered
focused reports documenting the findings, including a number of
recommendations to increase effectiveness. Lintstock’s findings
were presented and discussed at the Board meeting in February.
Actions were agreed for implementation and monitoring.
Lintstock found that the Entain Board engaged well with the Board
evaluation process, with the Directors taking the opportunity
to reflect on lessons learned over the past year. The Chairman
was rated highly and the Board identified improvements in the
management of meetings since Lintstock’s last review. There was
a strong focus on further enhancing the Board’s visibility of the
business, and recent improvements in the Board’s dynamics and
engagement with management were commented on.
The Board identified a number of priorities for 2024, including:
Appointing and successfully onboarding a new CEO
Reviewing information flows to ensure optimal coverage of all
aspects of the business
Continuing to develop the Board’s understanding of investor
sentiment and the visibility of other key stakeholders, including
customers and employees
Supporting management in delivering Entain’s key
strategic imperatives.
Excluding the Chairman, of the remaining eight Directors, five
are independent Non-Executive Directors. Due to his relationship
with Eminence Capital LP, a shareholder holding more than
3% of the Company’s issued share capital, Ricky Sandler is
considered as a Non-Independent Non-Executive Director.
The People & Governance Committee, having considered the
matter carefully, is of the opinion that the Board has an appropriate
combination of executive and non-executive, in particular
independent non-executive, directors and complies with the 2018
Code recommendations.
During the year, the Board considered requests for additional
external appointments by Non-Executive Directors. In opining
on these requests, the Board took into account the likely
time commitment and any conflicts of interest these external
appointments might raise. The Board agreed requests for David
Satz and Rahul Welde to take on additional roles outside Entain.
Conflicts of Interest policy
The Board has a Conflicts of Interest policy and an annual conflicts
authorisation process, whereby the Board reviews and approves
Entain’s Conflicts of Interest Register and seeks confirmation from
each Director of any changes or updates to their position.
This authorisation process informs the People & Governance
Committee’s assessment of a Non-Executive Director’s
independence and ability to devote sufficient time to their role
when proposing that Director for re-election at the AGM.
Director Induction, Training and Development
The Chairman is assisted by the Company Secretary in providing
all new Directors with a comprehensive induction programme
on joining the Board. The induction programme provides new
Directors with an understanding of their duties as Directors,
the Group, its businesses and the markets and regulatory
environments in which it operates. This includes meeting with
senior executives and their direct reports. The programme also
provides an overview of the Group’s governance practices. Non-
Executive Directors will have further content tailored to the Board
Committees that they will join.
Amanda Brown and Ricky Sandler have both received a tailored
induction programme following their appointment. This included
one to one meetings with our Executive Committee, segment and
functional leaders and our Internal and External Auditors.
The Chairman has overall responsibility for ensuring that Directors
receive suitable training to enable them to carry out their duties.
Training is also provided by way of reports and presentations
prepared for each Board meeting, as well as meetings with Group
employees and external advisers. During 2023 we have arranged
lunch and learn sessions during the board meeting agenda that
have given the Directors the opportunity to discuss and receive a
deeper understanding of our Ethics and Compliance programme
as well as a broader overview of the UK Retail Business and
Competitive Landscape.
The Directors have access to independent professional advice
at the Group’s expense, as well as the advice and services of the
Company Secretary, who advises the Board on regulatory and
corporate governance matters.
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1 Overview8 Strategic report88 Governance140 Financial statements 1
Overview
8
Strategic report
88 Governance
140 Financial statements
People & Governance Committee Report
Introduction
I am pleased to introduce the first report of the People &
Governance Committee since it was established in April 2023.
A key action arising from last year’s internal evaluation of the
effectiveness of the ESG Committee (now called the Sustainability
& Compliance Committee) was to consider how best to focus the
wide remit of the ESG committee. Following a review, it was agreed
that the Nomination Committee be retired and, in its place, a new
Committee, the People & Governance Committee, be established.
The remit of this new Committee is wider than that of the
Nomination Committee as it includes diversity, equity and inclusion
matters previously covered by the ESG Committee in addition to
those areas covered by the Nomination Committee. Details of the
membership of the Committee are set out on page 102.
During the year we have spent significant time reviewing the
current composition of the Board to ensure we have the right
balance of skills, experience and diversity to lead the Company and
continue to deliver shareholder value. Further to our comprehensive
succession planning and ongoing search for new directors, I
was delighted to welcome Amanda Brown as an independent
Non-Executive Director in November and more recently Ricky
Sandler, who joined the Board as a Non-Executive Director in early
January. On joining the Group, Amanda became a member of the
Remuneration Committee and Ricky became a member of the
People & Governance Committee and has recently joined the newly
established Capital Allocation Committee.
Diversity, equity and inclusion are core considerations for the
Committee. Following Rahul Welde’s appointment as a Non-
Executive Director in July 2022, Entain is fully compliant with the
Parker Review’s target to appoint at least one Board member
from an ethnic minority background. Entain remains committed to
achieving the external target laid out in the FTSE Women Leaders
Review (the successor to the Hampton-Alexander Review) and
the board diversity targets laid out in the Listing Rules and, whilst
as at the date of this report female representation on the Board
is at 33.3%, I am confident that we shall continue to strengthen
diversity in all forms on the Board, Executive Committee and
the extended leadership team as we go through 2024. We are
particularly focused on increasing female representation on the
Board as part of our ongoing Non-Executive Director search.
At the point of its establishment, the Committee was chaired by
Stella David. Following her appointment as Interim Chief Executive
Officer with effect from 13 December 2023, I became Chair of
the Committee.
J M Barry Gibson
Chair of the People & Governance Committee
Entain plc Annual Report 2023
101
During the year we have
spent significant time
reviewing the current
composition of the Board
to ensure we have
the right balance of
skills, experience and
diversity to lead the
Company and continue
to deliver shareholder
value.”
J M Barry Gibson
Chair of the People & Governance Committee
People & Governance
Committee Report
Activities
Board appointments
Following a tender process, the Committee engaged Spencer
Stuart to support the recruitment of additional Non-Executive
Directors. Following an extensive search against a specified remit,
Spencer Stuart presented a list of potential candidates to the
Committee. Meetings were held between shortlisted candidates
and the Committee and the Chief Executive Officer. The Committee
concluded that Amanda Brown would be an excellent addition to
the Board, bringing a wealth of experience in human resources,
remuneration strategy, and managing organisations through
significant change, and therefore recommended Amanda’s
appointment to the Board. Amanda Brown was subsequently
appointed as an independent Non-Executive Director of the Board
on 8 November 2023. She was also appointed as a member and
Designate Chair of the Remuneration Committee on this date, as
recommended by the Committee.
Aside from supporting the Group’s 360 Leadership Assessment
and Development Programme Spencer Stuart has no other
connections with the Company or individual Directors. It remains
accredited under the enhanced voluntary code of conduct for
Executive search firms.
Post financial year end, Ricky Sandler was, on the recommendation
of the Committee, appointed as a Non-Executive Director of the
Board and as a member of the Committee. Ricky has a deep
knowledge of the business and believes in the quality of Entain’s
operations and substantial growth opportunities. In connection
with his appointment, due to being the Chief Executive Officer and
Chief Investment Officer of Eminence Capital LP, a shareholder
of the Company, Entain entered into a Relationship Agreement
with Eminence Capital and Ricky Sandler, which covers matters
including customary governance, standstill and voting provisions.
In accordance with this agreement Ricky was appointed as a
member of the People & Governance Committee and, following its
formation in February 2024, as a member of the Capital Allocation
Committee. A summary of the principal terms of the agreement is
available on the Company’s website.
The Committee continues to work closely with Spencer Stuart to
identify potential Non-Executive Director candidates that would
add further value, bench strength and diversity to the Board.
Board composition and Board Committees
The Committee keeps the composition of the Board and its
Committees under regular review to ensure that the directors, in
their roles as members of the Board and members of the Board
Committees, as a collective, have the right skills, experience and
knowledge to discharge their responsibilities. The Committee also
keeps under review longer term succession planning for the Board
and its Committees.
The Committee has kept the membership of each Board Committee
under review during the year and has considered Committee
membership planning as part of the broader Board succession
planning process. Due to the expertise and flexibility of the current
directors, we were able to reconfigure the composition of the
Board Committees as a result of Stella David stepping down as
Chair of the People & Governance and Remuneration Committees.
During the financial year the composition of Entain’s Board
Committees met the requirements of the UK Corporate Governance
Code and Entain’s own Terms of Reference for each Committee.
The role of the Committee
The Committee actively reviews the composition and diversity of
the Board and leadership team and has oversight of the succession
process. It ensures that appropriate procedures are in place for
the training and evaluation of directors; reviews workforce policies
and practices and monitors their consistency with the Company’s
purpose, strategy and values; and reviews developments in law,
regulation, and business practice relating to corporate governance.
Key responsibilities of the Committee
Ensuring that there is a formal, rigorous and transparent
procedure for appointments to the Board.
Leading the process for appointments and making
recommendations to the Board.
Assisting the Board in ensuring its composition is regularly
reviewed and refreshed, taking into account the length of service
of the Board as a whole, so that it is effective and able to operate
in the best interests of shareholders.
Overseeing the development of a diverse pipeline for succession
for appointments to the Board and senior management positions.
In conjunction with the Board, setting measurable targets
for diversity and inclusion in relation to the Board and senior
management positions.
Reviewing workforce policies and practices, in particular
those which have an impact on diversity and inclusion, culture,
employee engagement and wellbeing.
The Committee’s terms of reference can be found on the Company’s website
at www.entaingroup.com.
Committee membership and attendance
From the date that it was established on 26 April 2023 until
15 December 2023 the Committee comprised of the following
three members: Stella David, who chaired the Committee, Barry
Gibson, the Board Chairman (who had previously been Chair of the
Nomination Committee), and Virginia McDowell, the Designated
Workforce Director. Following her appointment as Interim Chief
Executive Officer, Stella David stepped down from the Committee.
Barry Gibson replaced Stella David as chair of the Committee
and Rahul Welde was appointed as a member of the Committee.
Post year end, on joining the Board, Ricky Sandler was appointed
as a member of the Committee in accordance with the Relationship
Agreement governing his appointment to the Board (see below).
The Committee had four meetings during 2023, all of which
took place before the membership changes in December 2023.
Attendance at the meetings was as follows.
Member
Stella David (Chair)
Barry Gibson
Virginia McDowell
Number of
meetings
attended
Number of
meetings eligible
to attend
4
4
4
4
4
4
Regular attendees at Committee meetings included the Chief
Executive Officer and the Chief People Officer. Other individuals
and external advisers were invited to attend as and when
appropriate and necessary.
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Committee evaluation
A review of the Committee’s performance and effectiveness during
the year was undertaken using a questionnaire facilitated by an
external board review firm, Lintstock. Lintstock managed the
evaluation process and produced the evaluation report.
The feedback from the Committee evaluation was positive in
terms of Committee composition, the quality of the meetings and
the information provided to the Committee members and the
workings of the Committee. The effectiveness of the Chair was
rated highly and it was recognised that the Committee had worked
well over the year. Areas of focus for 2024 include ensuring that the
Committee has a good understanding of Entain’s culture and the
issues affecting employees, ensuring that management is receiving
the support that it needs, and improving oversight of future
executive succession and development plans. The importance of a
rigorous CEO selection process was also highlighted.
Chairman’s Committee report
The Chairman’s Committee is the forum for the Non-Executive
Directors and Chairman to meet in executive session. Three
Committee meetings were held during 2023. Topics discussed
included succession planning for the Executive Directors, business
performance, and strategy.
Director re-appointment for the 2024 Annual
General Meeting
The Committee considered the independence of each Non-
Executive Director as part of its recommendation to the Board
for Director re-election at the 2024 Annual General Meeting.
It considered the Board Conflicts of Interest register and concluded
that there were no obvious conflict situations or outside business
interests which would negatively impact the independence of
the directors. In making its recommendation, the Committee also
considered the time commitment and performance evaluation of
each Director standing for appointment.
Diversity, equity and inclusion
The Committee received regular diversity, equity and
inclusion reports including details of key initiatives such as the
establishment of employee networks; the progress of such
initiatives; the implementation of new policies such as the Group’s
global menopause policy; action plans to improve employee
attraction, engagement and retention; action plans to improve
gender diversity within the senior leadership team; the Group’s
apprenticeship programme; and employment data including
headcount, attrition rates, people relations cases, and people-
related issues raised by the Internal Audit team. Further details on
diversity, equity and inclusion can be found on pages 48 and 49.
The Committee reviewed the Group Diversity, Equity & Inclusion
Policy (including Board diversity) which was subsequently
approved by the Board on the recommendation of the Committee.
This can be found on our website at www.entaingroup.com.
Other reviews
The Committee reviewed the Policy on Outside Appointments for
Directors and confirmed compliance with this policy throughout the
financial year.
The Committee reviewed the data submitted to the FTSE
Women Leaders Review and also reviewed and approved for
recommendation to the Board the proposal for the 2023 evaluation
of the Board and its Committees.
Towards the end of the financial year the Group commenced a
360 Leadership Assessment and Development Programme for all
Executive Committee members. The Committee was briefed on the
contents of the assessment and the programme of which the key
findings will prove valuable as the Company undertakes its search
for a new permanent Chief Executive Officer.
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Audit Committee Report
Introduction
I am pleased to introduce the Audit Committee report setting out
the key matters and issues considered in 2023.
In addition to the Audit Committee’s obligations for financial
reporting and ensuring the integrity of the Company’s financial
and narrative statements, the Committee has continued to monitor
progress with the implementation of the Group’s Enterprise Risk
Management Framework and challenged management on the
identification and assessment of principal and significant risks
relevant to Entain.
The Audit Committee received assurance through focused deep
dives that there has been good progress raising risk awareness
throughout the organisation. We received regular updates on
emerging financial and non-financial risks that has kept the
Committee informed and focused on ensuring relevant controls and
mitigating actions are in place and operating effectively.
The Committee has challenged management and our external
auditors across a range of topics, in particular, key accounting
judgments and control matters relating to M&A activity as well as
the accounting treatment for the HMRC settlement arising from
the investigation into the Group’s legacy Turkish-facing business.
The Committee has also worked closely with the Sustainability &
Compliance Committee when considering non-financial reporting
and disclosures.
As Entain focuses on returning to organic growth in 2024, the
Audit Committee will continue to play an important role monitoring
the effectiveness of the control environment. I am confident that
we have the right mix of financial, accounting, risk and sector
experience, to enable the Committee to continue to perform
effectively and deal with the challenges of the changing regulatory
and operating environment that we face as we go into 2024.
Pierre Bouchut
Chair of the Audit Committee
“As Entain focuses on
returning to organic
growth in 2024, the
Audit Committee
will continue to
play an important
role monitoring the
effectiveness of the
control environment.”
Pierre Bouchut
Chair of the Audit Committee
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The role of the Audit Committee
Audit Committee membership and attendance
The Audit Committee oversees the effectiveness of the
Group’s financial reporting, systems of internal control and
risk management and the integrity of external and internal
audit processes.
Key responsibilities of the Audit Committee
Monitor the integrity of Entain plc’s financial statements
and any formal announcements relating to the Company’s
financial performance.
Review and challenge, where necessary, the significant financial
reporting issues and judgements in relation to the half-year and
annual financial statements.
Review the effectiveness of, and ensure that management has
appropriate internal controls over, financial reporting.
Make recommendations to the Board concerning any proposed,
new or amended accounting policies.
Review and monitor the relationship with the external auditor
and oversee its appointment, tenure, rotation, remuneration,
independence and engagement for non-audit services.
Oversee the work of Internal Audit and assess the effectiveness,
performance, resourcing, independence and standing of
the function.
Review and monitor the implementation and effectiveness of
risk management systems and conduct a robust assessment of
emerging and principal risks facing the Company.
Oversee policies, procedures and arrangements for capturing
and responding to whistleblower concerns and ensuring they are
operating effectively.
Assess and report on the Group’s viability.
The Audit Committee Terms of Reference can be found on the Company’s
website at www.entaingroup.com.
As at 31 December 2023 the Audit Committee comprised three
members, all of whom are independent Non-Executive Directors.
Pierre Bouchut is Chair of the Committee. He has a strong financial
background, having been chief financial officer at Schneider
Electric, Carrefour and Delhaize and extensive experience as an
audit committee chair, currently serving at Pepco Group, Firmenich
S.A. and GeoPost S.A. in this role. The Board is satisfied that he
has the required level of relevant financial experience, as outlined in
the UK Corporate Governance Code, and competence in accounting
and auditing as required by the FCA’s Corporate Governance Rules
in DTR7.
The Board remains satisfied that the Audit Committee as a whole
has an appropriate level of independence and experience and
relevant financial and commercial experience across various
industries, including the gaming sector, to assess the issues it is
required to consider.
Committee members continue to receive relevant training to ensure
competence relevant to the business, in addition to the other skills
they bring to the Board and Committees.
Regular attendees at the meetings include the Chief Financial
Officer & Deputy CEO, Director of Financial Control, Group General
Counsel, Director of Internal Audit, the external auditor and the
Chair of the Sustainability & Compliance Committee. During the
year the Audit Committee met for private discussions with the
external auditor and the Director of Internal Audit.
The Committee had five meetings during 2023.
Member
Pierre Bouchut (Chair)
David Satz
Rahul Welde
Number of
meetings
attended
Number of
meetings eligible
to attend
5
5
4
5
5
4
In February 2023, Mark Gregory and Vicky Jarman stepped
down from the Committee and the Board prior to any 2023 Audit
Committee meetings being convened. Rahul Welde joined the
Committee on 23 February 2023.
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Audit Committee Report
Responsibility for Entain’s financial statements: Fair, Balanced and Understandable
The Board is ultimately responsible for presenting a fair, balanced and understandable assessment of Entain’s position and prospects,
which extends to the half-year and annual financial statements and Annual Report.
Delegation
Entain’s finance department, led by the CFO
& Deputy CEO, prepares and reviews the
financial statements.
Management coordinates with the CEO,
CFO & Deputy CEO and Chairman on
the preparation of any business model
and strategy.
The Company Secretary with the Chairman
of the Board, the Chair of the various
Board Committees, prepares the corporate
governance statements and all Board
Committee reports.
External Review
Entain’s external auditors audit the Annual Report and financial statements and review the half-year accounts. A report to the Audit
Committee is prepared.
Committees’ Review
The Audit Committee reviews the Annual Report, draft financial
statements and accompanying statements and meets with the
external auditors to review their report. The Audit Committee
proposes amendments and makes recommendations to the Board
and further approves the Audit Committee’s Report.
For the annual report the Remuneration Committee, People &
Governance Committee and Sustainability & Governance Committee
respectively review their Committee Reports, propose changes and
make recommendations to the Board.
Board Review
The Board reviews the Annual Report and financial statements, accompanying reports and recommendations from its committees and
makes changes to the disclosure where appropriate.
Auditor Reporting to The Board
The External auditors prepare their final report (Annual Auditor’s Report) or review report (half-year results).
Audit/Board Approval and Publish
The Board and auditors approve the Annual Report, year-end financial statements and disclosures and the half-year report and these are
then released to the stock exchange and published on Entain’s website on receipt of the final audit report.
In respect of the financial statements and accompanying reports for the year ended 31 December 2023, the Company has followed
the process detailed above. Following the review and challenge of the disclosures, the Committee recommended to the Board that the
financial statements taken as a whole, were fair, balanced and understandable. The financial statements provided the shareholders with
the necessary information to assess the Group’s performance, business model, strategy and risks facing the business. These include the
ever increasing importance of ESG considerations.
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Activities
Financial disclosure
The Audit Committee reviewed the full and half-year financial
statements with management before proposing them to the
Board for approval. In undertaking its review, the Audit Committee
received reports from management and the external auditor
outlining significant financial judgements and estimates, including
the appropriateness of Group’s revenue from online operations and
recoverability of the carrying value of the investment in the Parent
Company. In undertaking its review, the Committee focused on the
integrity of the Group’s financial reporting process, the clarity of
disclosure and compliance with relevant reporting standards.
The Audit Committee reviewed the assessment and reporting of
longer-term viability, systems of risk management and internal
control, including the reporting and classification of risk across the
Group and the examination of what might constitute a significant
failing or weakness in the system of internal control.
During the year, the Audit Committee considered the affordability
of the Company’s progressive dividend policy, in particular, the
implications of the HMRC settlement provision related to the
Turkish facing business. The Committee further challenged
and debated cash flow forecasts and consideration of relevant
downside scenarios informed by long term viability modelling prior
to approving the interim dividends paid for the full year 2023.
The Committee gave consideration and challenge to the
appropriateness of adopting the going concern assumption in
preparing the financial statements. The Committee agreed with the
conclusions reached and the going concern statement for the year
ended 31 December 2023 is set out on page 77.
In considering the Annual Report and Accounts, the Committee
assessed whether the report was fair, balanced and
understandable. The process undertaken is outlined on page
106. The Committee reviewed the consistency of the narrative
disclosures and financial statements. It received a report from
management on the verification process undertaken in respect of
the annual report. The Committee then made a recommendation to
the Board, which in turn reviewed the report as a whole, confirmed
the assessment and approved the report’s publication.
Risk
During the year the Committee received regular updates on
the progress implementing the Enterprise Risk Management
Framework and reports from the Group Risk Committee.
The Committee conducted deep dives assessments on the
principal risks allocated by the Board relating to Data Breach
and Cybersecurity, Trading Liability and Pricing Management,
Technology Failure and Taxes. During these assessments, the
Committee challenged management and sought assurances that
suitable measures were in place to monitor, manage and mitigate
the relevant risks.
The Committee conducted a year end review of principal risks and
emerging risks facing the business and will continue to work with
management to ensure that all Entain specific risks are identified
with robust processes and controls implemented to effectively
manage them. Further details on the Group’s principal risks are set
out on pages 83-86.
External audit
The Audit Committee has primary responsibility for overseeing
the relationship with the Group’s external auditor, KPMG.
KPMG completed its sixth financial reporting audit, providing
robust challenge on specific financial reporting judgements and the
control environment, with continued specific focus on the design
and operation of IT systems and controls. The lead audit partner is
Mark Flanagan who has been in role since 2021.
The Committee reviewed the external auditor’s approach and
strategy for the annual audit and also received regular updates on
the audit, including observations on the control environment and
the core platform and IT capabilities. Key audit matters discussed
with KPMG are set out in its report on page 147.
The Audit Committee reviews the fee structure, resourcing and
terms of engagement for the external auditor annually. It further
considers the reappointment of the external auditor each year
before making a recommendation to the Board.
It is anticipated that a retender for audit services will be completed
by 2028 or sooner, in line with relevant guidelines. The Committee
believes that the anticipated timeline for the retender of audit
services is in the best interests of shareholders. It provides an
appropriate balance of factors such as the auditor’s knowledge
of controls and risks, maintaining audit quality, independence and
objectivity, and providing value for money.
The Group is in compliance with the requirements of the Statutory
Audit Services for Large Companies Market Investigation
Order 2014.
Effectiveness of the external audit
The Audit Committee evaluated the effectiveness of the external
audit process during the year in consultation with the Chief
Financial Officer and members of the senior finance team. The key
areas of focus were:
Safeguards against independence threats being sufficient
and comprehensive.
Quality and transparency of communications being timely, clear,
concise and relevant and that any suggestions for improvements
or changes are constructive.
The exercise of professional scepticism and the willingness of the
auditor to challenge management’s assumptions.
The quality of the audit engagement team – including the
continuity of appropriate industry, sector and technical expertise
or where there have been new areas of activity and changes in
regulation or professional standards.
The Committee concluded that the external audit process had been
effective and noted the positive enhancements and improvements
made to the audit process during the year. Due to the growing
complexity of the Group, it was agreed that a more global audit
relationship with KPMG was required going forwards in order to
enhance the quality and transparency of key audit matters and
provide broader real time oversight of local statutory audits in the
main jurisdictions of the Group’s geographic footprint.
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Non-audit services
The Audit Committee is responsible for the Group’s policy on non-
audit services and the approval of non-audit services. The policy
states that in the Company’s financial year, the total fees for
non-audit services provided by the external auditors, excluding
non-audit fees for due diligence for acquisitions and other specific
matters noted below, should not exceed 70% of the average of the
total fees for audit services they provided in the preceding three-
year period.
The policy is kept under annual review and the Audit Committee
receives regular reports on non-audit services provided by KPMG
and other audit firms. In the year ended 31 December 2023, the
total non-audit fees as a percentage of the audit fees paid to the
external auditors was 4.9%. In addition to their statutory duties,
KPMG is also employed where, as a result of their position as
auditors or for their specific expertise, they either must, or the
Audit Committee accepts they are best placed to, perform the
work in question. This is primarily work in relation to matters such
as shareholder circulars, Group borrowings, regulatory filings and
certain business acquisitions and disposals. In such circumstances
the Audit Committee will separately review the specific service
requirements and consider any impact on objectivity and
independence of the auditors and any appropriate safeguards to
this. As such the Audit Committee believes it is appropriate for
these non-audit services to be excluded from the 70% cap set
out above. In the year ended 31 December 2023 the fees paid in
respect of due diligence for acquisitions to the external auditors
was £nil.
Internal Audit
Internal Audit provides assurance to the Board, through the Audit
Committee, that effective and efficient control processes are in
place to identify and manage business risks that may prevent the
business from achieving its objectives and strategy.
The Director of Internal Audit is a standing attendee of the
Committee and provides regular reports on Internal Audit findings,
including the assessment of issues raised in previous reports.
The work completed by Internal Audit during the year focused on
key areas of the Group (disclosed on pages 83 to 86 under Principal
Risks), which included:
Reviews of anti-money laundering and safer gambling processes
across various jurisdictions and businesses.
Digital fraud management.
Recruitment, talent resilience and retention practices.
Data governance and retention management.
Safer gambling interactions management.
IT governance, including privileged access controls.
Command Centre Management and performance of core
production systems
Disaster Recovery.
Stadia health and safety and animal welfare
Review of the Group’s compliance with the UK Modern Slavery
Act and adequacy of provisions to mitigate risks of slavery.
Compliance with Ontario licence requirements
Ongoing reviews of key financial controls’
operating effectiveness.
The Board with the support of the Audit Committee, completed its
annual review of the effectiveness of the system of internal control,
including the effectiveness of internal audit and consideration
of whether it had the appropriate level of independence and
its importance in assessing the Company’s culture. The Board
concluded that it was satisfied that the system of internal control
remains robust and fit for purpose and have selected areas on a
risk basis for inclusion in the 2024 Internal Audit Plan.
Effectiveness of Internal Audit
The Audit Committee continued to monitor and review the
effectiveness and capability of the Internal Audit function over the
year. In assessing and determining effectiveness, the Committee
met privately with the Director of Internal Audit, considered
and approved the Internal Audit annual plan and surveyed
management on their view of the effectiveness of Internal Audit.
The Committee concluded that Internal Audit had unrestricted
scope and access to information and sufficient resources to
fulfil its annual work plan. This conclusion was strengthened
by management’s positive feedback on the quality of the work
performed and the additional assurance provided to management
by the scope of Internal Audit’s processes.
Whistleblowing policy
The Group has a formal whistleblowing procedure by which
employees can, in confidence, raise concerns about possible
malpractice and misconduct. This is set out in the Group’s Code
of Conduct and is approved by the Audit Committee. The Speak
Out policy sets out the type of disclosure which is protected
and also specifies to whom disclosures should be made and the
process that will be followed. The Group actively encourages
individuals, where they believe that malpractice has taken place,
to make protected disclosures either internally through HR and
Internal Audit or externally through an outsourced service provider.
The Audit Committee receives regular reports from the Director
of Internal Audit on the number of cases raised and the outcome
of investigations.
During 2023, the Company’s whistleblowing procedures have
been further strengthened in order to assess complaints that might
present an ethics issue. The Audit Committee continues to be
satisfied that robust and appropriate arrangements are in place for
the proportionate and independent investigation of such matters
and for appropriate follow-up action.
Committee evaluation
The Committee undertook a review of its effectiveness through
an online questionnaire administered by an external facilitator
(Lintstock).
The feedback from the Committee evaluation was positive in
terms of Committee composition, the quality of the meetings,
ways of working and the information provided to the Committee
members. The effectiveness of the Chair was rated highly and
it was recognised that the Committee had worked well over the
year. There continued to be a good level of engagement with
management and the external audit partner.
Areas of focus for 2024 included close monitoring of financial
performance, oversight of safer gambling controls, challenging
management on progress automating key processes and controls,
and spending more time to assess operational effectiveness
and resiliency.
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Accounting and key areas of judgement and estimate
Throughout the course of the year, the Audit Committee determined the following areas of the financial statements were of significant
interest. These issues were discussed with management and the external auditors to ensure that the required level of disclosure has been
provided and that appropriate rigour has been applied where any judgement may be exercised.
Matter considered
Action
Separately disclosed items and Alternative
Performance Measures
The Group separately discloses certain items in order to allow
a clearer understanding of the underlying trading performance
of the business. In 2023, the Group has recorded a net charge
in respect of items which have been separately disclosed
from continuing activities of £1,217.8m after tax in the
Income Statement.
In addition, non-GAAP measures have been provided
within the Annual Report and Accounts to assist in the
articulation of the underlying business performance. Non-
GAAP measures relate to industry standard KPIs which are
commonly used by the Group’s peers and market analysts.
IFRS 3 Fair Value of Business Combinations
During the year, the Group completed a number of
acquisitions as detailed in Note 32 to the financial statements.
Included within the IFRS 3 fair value exercise are a number of
judgements and estimates including:
• the assessment that future revenue shares in Tab NZ form
part of consideration
• the estimate of consideration, including contingent
consideration, particularly on Tab NZ
• the estimates of the fair value of acquired intangibles
and goodwill
Impairment
The Group has significant value in enduring and indefinite
life assets such as UK brands and goodwill which need to
be reviewed for impairment annually. In 2023, as part of the
annual impairment exercise, the Group has recognised a
non-cash impairment charge of £190.0m against the goodwill
in the Australian business.
Inherent in any impairment of a CGU is a degree of estimation.
As part of their assessment that the treatment of separately
disclosed items in the financial statements is appropriate, the
Audit Committee has considered each of the items disclosed
and challenged, where necessary, the treatment adopted by
management. The Audit Committee has also considered the
conclusions reached by KPMG as part of its audit in this area
and are satisfied with the treatment and disclosure adopted.
Management’s use of non-GAAP measures in explaining the
underlying business performance has been considered by
the Audit Committee, along with the views of KPMG on their
use and prominence. Whilst the Committee understands the
challenges associated with the use of non-GAAP measures,
they are satisfied with the balance of the disclosure provided.
The Audit Committee has reviewed the judgements and
estimates made in connection with the accounting treatment
for business combinations including what items constitute
consideration, the value of contingent consideration
recognised, the assets and liabilities identified on acquisition
and the appropriateness of fair values derived.
In assessing the valuations, the Audit Committee has reviewed
the working papers provided by management and the work
of the Group’s external valuation specialists as well as the
conclusions reached by KPMG.
In addition, the Audit Committee has assessed the
appropriateness of the assumptions used by management in
reassessing the value of contingent consideration obligations
as at the year end date.
Following review of all of these items, the Audit Committee has
concluded that the treatment within the financial statements
is appropriate.
The carrying value of all enduring and indefinite life assets
have been tested for impairment as part of the annual
cycle. In assessing that the conclusions reached are
appropriate, the Committee have reviewed the forecasts, key
assumptions and methodology adopted by management in
preparing their impairment assessment and, in particular,
determining the impairment charge recognised against the
Australian business.
As part of their assessment, the Committee have also
reviewed KPMG’s audit findings and deem that both the
treatment and disclosure of the impairment within Note 14
are appropriate.
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Sustainability & Compliance Committee Report
Introduction
In April 2023 the name of the Committee was changed from the
ESG Committee to the Sustainability & Compliance Committee
and matters relating to diversity, equity and inclusion, previously
covered by the ESG Committee, were transferred to the newly
established People & Governance Committee (see page 101).
These changes reflected feedback arising from last year’s internal
evaluation of the ESG Committee and were made to make the
increasingly wide remit of the ESG Committee more manageable.
During the year, the Committee continued to monitor and provide
focus, support and challenge on sustainability and compliance
issues. The Committee remained guided by Entain’s Sustainability
Charter which outlines Entain’s ESG leadership ambitions.
The Charter remains an important part of Entain’s ESG leadership
position within the gaming sector.
The Committee continued to monitor the management and
mitigation of the Principal Risks allocated to it by the Board and
ensure that its observations were fed back to the Board. During the
year the Principal Risks were ‘Safer Betting and Gaming’, ‘Health,
Safety & Wellbeing of Customers, Communities and Employees’,
and ‘Loss of Key Locations’. Following review by the Board it
was determined that Loss of Key Locations would no longer be
treated as a standalone Principal Risk and that it should form part
of the Principal Risks ‘Ensure Health, Safety, Security and Well-
being of Employees, Customers, and Communities’ and ‘Maintain
Technology Platforms Resilience’ – further detail can be found on
page 83.
As a result of the reconfiguration of the Board Committees
following Stella David’s appointment as Interim Chief Executive
Officer, Rahul Welde stepped down from the Committee in
December and I welcomed our Chairman, Barry Gibson, as a
member of the Committee.
Virginia McDowell
Chair of the Sustainability & Compliance Committee
We developed
this strategy to
strengthen our
sustainability
leadership role –
which plays a crucial
enabling role in our
long-term growth.”
Virginia McDowell
Chair of the Sustainability & Compliance Committee
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The Committee provides oversight of the Company’s Sustainability
and Compliance programme, overseeing the effective management
of the Company’s ongoing relationship and engagement with
a wide spectrum of stakeholders. It monitors progress against
internal key performance indicators and external Sustainability &
Compliance index results.
Key responsibilities of the Committee
Consider the adequacy of the Group’s Sustainability and
Compliance policies and processes by reviewing reports
prepared by management on a range of issues such as
responsible gambling, data protection and the Company’s
impact on the environment.
Ensure that sufficient focus and resource is given to
implementing, monitoring and managing the Company’s
Sustainability and Compliance policies and processes and that
these remain effective.
Consider the appointment of third parties to advise on
Sustainability and Compliance policies and practices and/or
audit the Group’s Sustainability and Compliance policies.
Liaise and work with the Board’s other Committees to ensure the
Board’s duties and responsibilities are carried out effectively.
Prepare an ESG report for inclusion in the Annual Report
and Accounts and oversee that any public disclosures on
Sustainability and Compliance issues made by the Group
accurately reflect the Group’s policies and processes.
The Committee’s terms of reference were reviewed and updated
by the Committee and subsequently approved by the Board during
the financial year. These can be found on the Company’s website at
www.entaingroup.com. The Committee has operated in line with its Terms
of Reference throughout the financial year.
Committee membership and attendance
The Committee has three members, two independent Non-
Executive Directors plus the Chairman of the Board. Stella David
stepped down from the Committee on 26 April 2023 following
the establishment of the People & Governance Committee which
she chaired until December 2023 (see the People & Governance
Committee report on pages 101 to 103 for further information).
Following changes to Board Committee memberships agreed in
December 2023, Rahul Welde stepped down from the Committee
with effect from 15 December 2023 and Barry Gibson joined the
Committee with effect from the same date.
Regular attendees at the meetings include the Director of Internal
Audit and the Group General Counsel. Other individuals and
external advisers are invited to attend as and when appropriate
and necessary.
The Committee had six meetings during the year, all of which took
place before the membership changes agreed in December 2023.
Attendance at the meetings was as follows:
Member
Virginia McDowell (Chair)
Stella David1
David Satz
Rahul Welde2
Number of
meetings
attended
Number of
meetings eligible
to attend
6
2
6
6
6
2
6
6
1 Resigned from the Committee on 26 April 2023.
2 Resigned from the Committee on 15 December 2023.
Sustainability & Compliance
Committee Report
Activities
Safer betting and gaming
The Committee received regular updates on the Group’s
responsible betting and gaming programme. Briefings were held on
the continued development and impact of the ARCTM programme
and the Committee was given a demonstration of the customer
journey under a range of scenarios. A deep dive review of the
Principal Risk: Safer Betting & Gaming was undertaken, where
the Committee considered potential developments in technology
and regulatory guidance in key areas such as affordability and
customer protection.
As in the previous financial year, the Committee undertook a
half-year and a full-year review of the delivery of safer betting
and gaming project metrics as part of the responsible gaming
element of the Group-wide annual bonus structure which has a
15% weighting. This review included an external assessment by
EPIC Risk Management on the Company’s performance against
targets. With more challenging metrics having been put in place
for 2023, at its year-end assessment the Committee determined
it was satisfied that these metrics had been met and made a
positive recommendation to the Remuneration Committee as part
of its assessment.
Further information on the responsible betting and gaming
remuneration metric is outlined on page 131 of the Directors’
Remuneration Report.
Sustainability
During the financial year the Sustainability Team completed a
comprehensive sustainability materiality assessment which was
reviewed by the Committee. The assessment has helped Entain to
better identify the sustainability issues that are most material to
the business and its stakeholders and will support its preparation
for the incoming reporting requirements, such as the EU Corporate
Sustainability Reporting Directive. Following the sustainability
materiality assessment the four pillars of the Sustainability Charter
were updated to:
Be a leader on player protection
Provide a secure and trusted platform
Create the environment for everyone to do their best work
Positively impact on our communities
More information on Entain’s Sustainability strategy can be found
on pages 40 and 41.
Gaming licence compliance
The Committee considered key elements of the Group’s gaming
licence compliance programme, including the development and
update of Entain’s Sports Betting Integrity Policy and the measures
being taken to reduce the threats posed by Sports Betting
Integrity issues.
Compliance governance
The Committee received quarterly reports on international, UK,
Retail and digital compliance developments and monitoring of
the Group’s compliance management. It continued to review the
impact of M&A activity on the Group’s compliance programme
and the regulatory risks associated with new market entry.
The Committee received updates on the progress of the application
for a compliance management system certification against ISO
37301 and on the progress of the Compliance Assessment by the
UK Gambling Commission.
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Committee Report
Ethics & compliance
Modern Slavery Act statement review
Ethics and integrity are at the core of our organisation and culture.
The Committee received regular updates on the key regulatory
issues and trends around ethics, compliance and anti-money
laundering from the expanded Ethics & Compliance team.
The Committee approved the new Ethics & Compliance Charter
which sets out the mission of the Group’s Ethics & Compliance
Programme and the independence and authority of the Ethics &
Compliance team, which ensures that they are able to request
information and access resources and colleagues to enable
them to effectively undertake monitoring, testing activity and
investigations. The Committee reviewed and approved the Group’s
Global Anti-Money Laundering & Counter-Terrorist Financing Policy
and the Ethics & Compliance Three Year Strategy.
Privacy and data protection
Regular updates on privacy and data protection were given to
the Committee, covering matters such as the steps being taken to
improve data governance, the ongoing development of the Group’s
cybersecurity strategy, and key legal and regulatory developments
around data legislation.
The Committee completed its annual review of the Group Data
Retention Policy and the Group Data Protection Policy.
Health, Safety, Security and the Environment (“HSSE”)
The Committee discussed the Group’s environmental strategy
and its commitment to being carbon net zero by 2035.
HSSE performance was monitored by the Committee through
regular updates on the Group’s HSSE performance indicators and
initiatives. The Committee reviewed and approved the proposed
HSSE strategy for 2023 as well as agreeing the Group’s HSSE KPIs
for the forthcoming year. The Committee reviewed and approved
the Health, Safety, Wellbeing & Workplace Policy Statement and
the Environmental Policy Statement, both of which can be found on
the Company’s website at www.entaingroup.com.
During the financial year further workshops were held to
support the Group’s work on meeting the TCFD requirements.
The Committee received updates on the progress of the workshops
and how they were informing the Group’s environmental strategy.
The Committee undertook deep dive reviews on the two Principal
Risks: health, safety and the wellbeing of customers, communities
and employees, and loss of key locations. The former focused
on addressing key risks and facilitating management solutions
relating to HSE matters whilst the latter focused on the findings
arising from assurance checks undertaken by the HSSE team and
the actions taken to resolve any issues that had come to light from
those checks.
The Committee reviewed the Group’s Modern Slavery and Human
Trafficking Transparency Statement for the financial year ended
31 December 2022, noting the key mitigation activities undertaken
in 2022 including the continued monitoring of risks across the
Group’s supply chains, enhanced mandatory training for all
employees, and updated policies including a new Code of Conduct
which sets out the Group’s commitment to preventing modern
slavery. Entain continued to partner with Unseen, a UK anti-slavery
charity. During 2022 steps were taken to implement the majority
of the recommendations arising from the 2021 gap analysis
undertaken by Unseen.
During the year, the Committee received updates on the
development of the multi-year Modern Slavery Strategy and
the Modern Slavery Programme to support the Group’s work
combating modern slavery. More details can be found on page 51.
The Modern Slavery statement can be viewed on our website at
www.entaingroup.com/modern-slavery-statement
Other reviews
The Committee oversaw the annual ESG report, reviewing the
content and giving feedback to management on its content. It also
received an overview of the current IT infrastructure and the key IT
projects underway as well as an overview of the work of the Group
Payment Processing Committee.
The Committee meeting packs included the quarterly Internal Audit
reports for information purposes. As and when appropriate, the
Director of Internal Audit brought key matters to the attention of
the Committee.
The Committee received an update on the progress of the
Group’s commitment to financially support areas such as
research into safer gambling and education initiatives, grassroots
sports, diversity in tech and community projects through the
Entain Foundation.
Committee evaluation
A review of the Committee’s performance and effectiveness during
the year was undertaken using a questionnaire provided by an
external board review firm, Lintstock. Lintstock managed the
evaluation process and produced the evaluation report.
The feedback from the Committee evaluation was positive in
terms of Committee composition, the quality of the meetings and
the information provided to the Committee members, and the
workings of the Committee. The Chair was rated highly and it was
felt that the Committee had a good oversight of the policies and
controls that fell within its scope of responsibilities. The changes
to the Committee’s remit made following feedback from last year’s
Committee evaluation had been positively received. Areas of focus
for 2024 included ensuring a continued focus on safer betting and
gaming, supporting the management of environmental goals and
programmes, addressing the significant regulatory issues faced by
the Company, undertaking tailored training, and receiving more of
an external perspective on best practices relating to key issues.
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Overview
8
Strategic report
88 Governance
140 Financial statements
Directors’ Remuneration Report
In this section
113
Annual Statement from the Chair of the Remuneration
Committee
116
The Remuneration Committee
118
Executive remuneration at Entain
124
Remuneration in context
130 Annual Report on Remuneration
Annual Statement from the Chair of the Remuneration
Committee
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report (the “Report”) for the year ended
31 December 2023.
This is my first Report as Chair of the Remuneration Committee,
having taken on this role on 14 December 2023 upon appointment
of Stella David as Interim CEO. I would like to take this opportunity
to thank Stella for her contribution and commitment to the work of
the Committee.
Following shareholder approval of our Directors’ Remuneration
Policy (the “Policy”) at our 2023 AGM, this year we will be asking
shareholders to vote on our Annual Report on Remuneration at
our AGM on 24 April 2024. The Report summarises remuneration
outcomes for 2023 and explains how we intend to apply the
Policy for 2024. The Policy is set out in our 2022 Directors’
Remuneration Report and can be found on the Company’s website
at www.entaingroup.com.
Entain plc Annual Report 2023
113
In a year of transition for
Entain, the Committee
have been mindful of
the experience of our
stakeholders when
making remuneration
decisions. These reflect
a strong alignment of
compensation with
performance.”
Virginia McDowell
Chair of the Remuneration Committee
2023 Group performance
2023 has seen significant progress made in re-focusing
our business with revised strategic ambitions based on key
objectives and priorities for the next three years that will drive
shareholder value.
Key performance highlights in 2023 include:
Group NGR (including our 50% share of BetMGM) up 14%.
Retail NGR up 9%, reflecting the strength in our retail estate.
Number of Online active customers up 23% year-on-year.
Group underlying EBITDA in line with expectations.
Our joint venture in the US, BetMGM, delivered a strong
performance with NGR up 36% year-on-year and positive
EBITDA achieved for H2 2023.
Enhancement of our in-house content and capabilities with
acquisition of 365Scores and Angstrom Sports.
Directors’ Remuneration
Report
2023 incentive outcomes
2023 annual bonus
80% of the annual bonus for 2023 was based on financial
metrics (split 60% on Group operating profit and 20% on NGR
performance). Our results in 2023 failed to meet the threshold level
of the stretching performance conditions that had been set, and so
no payout will be made against these metrics.
The remaining 20% of our annual bonus for 2023 was based on
non-financial metrics; 15% relating to safer betting and gaming
and 5% to our customer. The Committee is pleased that excellent
progress continued to be made in both of these areas, resulting in a
full payout in relation to these metrics.
The Committee acknowledges the commitment and hard work
shown by all our colleagues this year and considers that the
final outcome of 20% of maximum for the Executive Directors is
fair and reflective of Entain’s overall performance during 2023.
Further details can be found on page 131.
Further expansion into regulated markets with leading
2021 Long-Term Incentive Plan (“LTIP”)
The 2021 LTIP was based on performance against EPS and two
relative Total Shareholder Return (“TSR”) targets over the three-
year period ended 31 December 2023.
As a result of performance against the targets set, these awards
lapsed in full. Full details are set out on page 132.
market positions including Poland with the acquisition of STS
Holdings and signing a 25 year partnership with TAB NZ.
Second Interim Dividend of 8.9p per share announced,
bringing total for the year to 17.8p per share.
Continued progress on responsibility and sustainability; we
remain the only global operator with 100% of our revenue
derived from regulated or regulating markets, and have
launched a new regulatory and safer gaming charter to
deliver market leading player protection in the markets in
which we operate.
The end of the year saw the appointment of Stella David
as Interim CEO, following the departure of Jette Nygaard-
Andersen. Stella is an experienced commercial leader with an
outstanding track record of success across multiple industries.
While this is an interim appointment, Stella is focused on driving
the execution of the revised strategic priorities, while the Board
conducts a rigorous search for a permanent CEO.
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Board changes
Stella David
Stella David was appointed Interim CEO on 13 December
2023, replacing Jette Nygaard-Andersen. Stella’s remuneration
package and incentive opportunities are fully aligned with our
Policy. Stella will receive an annual base salary of £874,200 from
appointment, which represents the previous CEO’s salary at the
point of departure last year, plus an increase of 3.5% in line with
the 2024 salary review budget for all UK colleagues. In order to
take up the role as Interim CEO, Stella resigned from two Non-
Executive Director roles. On leaving her role as Chair of Vue
International, Stella forfeit a cash payment of £500,000 which was
due to be made to her in February 2026. In line with our Policy on
recruitment, this commitment is being replicated.
In line with our post-employment shareholding requirement
policy, Robert will be required to meet his full shareholding
requirement of 350% of salary for two years following his leave
date of 31 August 2023.
Looking ahead to 2024
Directors’ salaries
The Committee reviewed the salary of the CFO & Deputy CEO in
December 2023 and approved an increase of 3.5% to £573,700
from 1 January 2024. This was in line with the salary review budget
for all colleagues in the UK (excluding the 8.3% increase awarded
to our UK Retail colleagues).
The salary for the Interim CEO is set out above.
Jette Nygaard-Andersen
Annual bonus
The Committee carefully considered the treatment to be applied
to Jette’s remuneration upon her departure from the Board on
13 December 2023. In doing so, the Committee recognised Jette’s
contribution to the business over the last three years, including
achieving resolution of the HMRC investigation into the legacy
sale of our Turkish business, overseeing a strategic shift towards
operating only in regulated or regulating markets and overhauling
our governance approach.
The Committee agreed Jette’s leaving arrangements in the light of
this context and further details are set out in the payments for loss
of office section on page 135, but in summary:
In line with her contractual entitlement to 12 months’ notice, Jette
will remain employed until 13 December 2024 and will continue
to receive her normal salary and benefits during this time.
The Committee agreed to treat Jette as a good leaver in
accordance with the Policy and the provisions of the incentive
plan rules in respect of her outstanding LTIP and Annual and
Deferred Bonus Plan (“ADBP”) awards. She will receive a time
pro-rated bonus in respect of 2023, determined in the same
manner as for the other Executive Directors and paid half in cash
and half in deferred shares, as normal.
In line with our post-employment shareholding requirement
policy, Jette will be required to meet her shareholding
requirement of the lower of 450% of salary or her actual
shareholding for two years following her termination date of
13 December 2024.
Robert Hoskin
As announced on 15 May 2023, Robert Hoskin stepped down from
the Board on 30 June 2023 and left employment on 31 August
2023. Robert’s role as Chief Governance Officer (“CGO”) was
redundant and the Committee agreed the treatment of his
remuneration arrangements in the light of this. Further details of
Robert’s leaving arrangements are set out in the payments for loss
of office section on page 135, but in summary:
Robert’s salary was paid up until 31 August 2023 and his
medical insurance continues until the end of the plan year
(31 March 2024).
A redundancy payment of £422,300 (in line with local legal
requirements in Gibraltar) and payment of £296,188 in lieu of the
balance of his contractual notice period was made.
The Committee agreed to treat Robert as a good leaver in
accordance with the Policy and the provisions of the incentive
plan rules in respect of his outstanding LTIP and ADBP awards.
He will receive a time pro-rated bonus in respect of 2023,
determined in the same manner as for the other Executive
Directors and paid half in cash and half in deferred shares,
as normal.
The Committee has reviewed the structure and metrics for the
annual bonus and concluded that it is appropriate to make some
changes for 2024. As for the 2023 plan, 80% of the bonus will
relate to financial metrics. This ensures that a substantial portion
of the annual bonus will only pay out for delivering on our key
financial metrics, which will be split as follows: Group Operating
profit (60%), Group NGR (10%) and NGR of BetMGM (10%).
The NGR of BetMGM is being included as a standalone metric this
year to emphasise the importance of this business to the future
value of Entain. The 20% of the bonus based on non-financial
metrics will be split equally between safer betting and gaming and
individual objectives. The individual objectives will be measurable,
robust, and aligned with value creation, and will contain a mixture
of quantitative and qualitative metrics. The Committee believes
that capturing individual performance will allow them to gain
a more holistic and rounded view of each Executive’s overall
contribution to the business during the year.
Long-Term Incentive Plan
Awards will be granted in the usual manner in March 2024. In line
with our Policy, the Interim CEO will receive an award with a face
value of 450% of salary, while the CFO & Deputy CEO will receive
an award of 400% of salary.
The Committee considers that relative TSR remains the most
appropriate performance metric for the 2024 award given the
fast-changing external environment in which Entain operates.
This ensures a fundamental alignment with the interests of our
shareholders. The comparator groups will remain unchanged
(FTSE 100 and a bespoke peer group) as they continue to represent
the most appropriate market reference points.
Conclusion
Entain has delivered strong progress on our strategic
transformation during the year, alongside total revenue growth
of 14% (including our 50% share of BetMGM). However the
Committee acknowledges the experience of shareholders and
other stakeholders and has taken this into consideration when
determining remuneration outcomes for 2023. The Committee
considers that the decisions it has made during the year align with
our principles of fairness and transparency, and are aligned with,
and in the interests of, our stakeholders.
I hope that you find the report clear and informative and look
forward to your support at the forthcoming AGM.
Virginia McDowell
Chair of the Remuneration Committee
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The Remuneration Committee
Role of the Committee
Committee membership and attendance during 2023
The Committee oversees the Company’s
overall remuneration strategy to ensure it is
aligned to the Company’s purpose and values
and is linked to the successful delivery of the
Company’s long-term strategy. The Committee
has delegated responsibility for designing and
determining remuneration for the Chairman,
the Executive Directors and senior executive
management. It also reviews the remuneration
of the wider workforce and related policies
and the alignment of incentives and rewards
with culture, taking these factors into account
when setting the remuneration policy for the
executive team.
Member
Virginia McDowell1
Stella David2
Amanda Brown3
Mark Gregory4
Vicky Jarman5
Rahul Welde6
Number of
meetings
attended
Number of
meetings
eligible to
attend
6
6
2
1
1
5
7
6
2
1
1
6
1. Virginia McDowell was appointed Chair of the Remuneration Committee on 14
December 2023.
2. Stella David was appointed Chair of the Remuneration Committee on 23 February
2023 and stepped down from the Committee on 13 December 2023 when she was
appointed as Interim CEO.
3. Amanda Brown joined the Board and the Committee on 8 November 2023.
4. Mark Gregory was Chair of the Remuneration Committee until he resigned from the
Board on 17 February 2023.
5. Vicky Jarman resigned from the Board on 17 February 2023.
6. Rahul Welde joined the Committee on 23 February 2023.
During the year, there were five scheduled Committee meetings
and two ad-hoc meetings. There will be five scheduled meetings in
2024, with ad-hoc meetings as required.
None of the Committee members or attendees are involved in
any Committee decisions from which they may financially benefit
personally (other than as shareholders). The Chairman, Chief
Executive Officer, Chief Financial Officer & Deputy CEO, Chief
People Officer and Director of Reward may attend meetings at the
invitation of the Committee but are not present when their own
remuneration is being discussed. The Company Secretary acts as
the secretary to the Committee.
Key responsibilities
Recommending to the Board the Remuneration Policy for
Executive Directors and senior management.
Setting the remuneration packages for each Executive Director
and other members of the Executive Committee.
Setting the remuneration package for the Chairman.
Overseeing the Remuneration Policy for all colleagues.
The Committee’s terms of reference can be found on the
Company’s website at www.entaingroup.com.
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Key areas of Remuneration Committee focus in 2023
A summary of the matters considered during the year is set
out below.
Our workforce
Remuneration discussion with Employee
Forum representatives
Receiving updates on all-colleague remuneration
arrangements throughout the Group
Review and approval of the 2022 UK Gender Pay
Gap Report
Approval of the launch of the 2023 ShareSave
Remuneration Committee evaluation
The performance of the Remuneration Committee was assessed
as a part of the Board Review, which this year was undertaken
through online surveys administered and reviewed by external
facilitator Linstock.
As well as addressing core aspects of Committee performance, the
exercise had a particular focus on the following areas:
The alignment of Remuneration Policy with the expectations of
shareholders, and with Entain’s strategic objectives, including
the financial and non-financial metrics used to determine
variable pay.
The effectiveness of relationships and communication with
key stakeholders.
Areas where the Committee had exercised discretion in
Executive and senior management remuneration
decision making.
Determination of the payouts from the 2022 annual bonus
Priorities for change and improvements to strengthen
plan and the 2020 LTIP award
Committee performance.
Approval of the 2023 annual bonus plan and 2023
LTIP award and their associated performance metrics
and targets
Review of salaries and remuneration packages for senior
executives and fees for the Chairman
Review of performance metrics for the 2024 annual bonus
plan and 2024 LTIP award
Approval of the exit package for Robert Hoskin
Approval of the remuneration package for Stella David as
Interim CEO
Discussion of exit terms for Jette Nygaard-Andersen,
between the Chairman and Committee members in advance
of approval by the full Board
The review concluded that the Committee had worked effectively
during the year, with positive feedback for the performance of
the Committee Chair. The Committee discussed the results of the
evaluation in private session and agreed that it would continue to
focus on the remuneration strategy for the wider workforce and
how remuneration structures could enable Entain to attract and
retain global talent. The Committee identified the need to spend
more time engaging with employees to better understand the key
themes and remuneration topics that are important for motivating
the workforce. It was also agreed that the Committee Chair
would work more closely with senior management, in particular
the Chief Executive Officer and Chief People Officer, to ensure
efficient operation of the Committee, with appropriate time spent
on key topics such as setting incentive plan targets that motivate
shareholder value creation and understanding the markets for
talent that Entain competes in.
Committee governance
Advice to the Committee
Approval of the 2022 Directors’ Remuneration Report
Receiving updates on external market developments in
remuneration and governance, including international
compensation practices
Evaluation of the Remuneration Committee, its advisers and
the Committee’s Terms of Reference
Review of shareholder feedback received in relation to
Directors’ remuneration following the 2023 AGM
Concluding the review of our existing Directors’
Remuneration Policy started in 2022, which resulted in the
new Policy presented to the 2023 AGM for approval
Advisers are appointed independently by the Remuneration
Committee, which reviews its selection periodically and is satisfied
that the advice it receives is independent, objective and free from
conflicts of interest. The total fees paid to the Committee’s adviser,
Deloitte, in respect of 2023 were £87,750 (2022: £132,500).
These were charged on a time and materials basis. Deloitte’s
advice included provision of market data, advice on content of
the new Directors’ Remuneration Policy and general guidance on
market and best practice.
Deloitte LLP also provided a range of tax and advisory services to
Entain during the year, some operating model delivery support, and
assistance to the Group’s internal audit function.
Deloitte is a founding member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in
relation to executive remuneration consulting in the UK. Further details can be found at www.remunerationconsultantsgroup.com.
Management’s advice to the Committee was also supported by the provision of market data from Willis Towers Watson and legal advice
from Freshfields.
Shareholder voting and consideration of shareholder views
The 2022 Annual Statement from the Chair of the Remuneration Committee and the Annual Report on Remuneration were subject to an
advisory vote at the AGM on 25 April 2023. Our Remuneration Policy was approved by shareholders at the same meeting.
Date
Votes
for
% of
votes for
Votes
against
% of
votes against
Votes
withheld
Resolution
Annual Report on
Remuneration
Remuneration Policy
25 April 2023
440,043,910
25 April 2023
461,233,616
98.1%
93.6%
8,893,883
30,077,857
1.9%
6.4%
2,140,345
2,146,077
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Executive remuneration at Entain
The remuneration framework for Executive Directors at Entain is intended to incentivise
them to execute the Company’s strategy and create long-term sustainable value for shareholders.
It is simple, focused and aligned with key financial and strategic business goals.
Year 1
Year 2
Year 3
Year 4
Year 5
Fixed
Pay
Base salary
Benefits
Pension
Total
pay
Annual
Bonus
One-year performance
period
Key performance
metrics
Malus provisions
apply
Three-year deferral period
No further performance conditions
Clawback provisions apply
Three-year performance period
LTIP
Key performance metrics
Malus provisions apply
Two-year holding period
No further performance conditions
Clawback provisions apply
Shareholding
Requirement
Executive Directors’ minimum shareholding requirement applies both in and following cessation of employment
2023 – Executive Directors’ remuneration
The full explanatory notes for each element of remuneration are detailed on pages 130 to 132 in the Annual Report on Remuneration.
£000s
Base Salary
Benefits
Pension
Stella David (Interim CEO)1
Jette Nygaard-Andersen (CEO)2
Rob Wood (CFO & Deputy CEO)
Robert Hoskin (Chief Governance Officer)3
1. Stella David was appointed Interim CEO on 13 December 2023.
2. Jette Nygaard-Andersen stepped down from the Board on 13 December 2023.
3. Robert Hoskin stepped down from the Board on 30 June 2023.
46
813
554
211
1
56
16
2
3
49
29
–
Annual
Bonus
–
407
222
85
LTIP
500
–
–
–
Total
550
1,325
821
298
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2023 Incentive outcomes
The full explanatory notes for the annual bonus and LTIP outcomes are detailed on pages 131 to 132 in the Annual Report
on Remuneration.
2023
Annual
Bonus
Underlying
Group
Operating
Profit (60%)
Group
NGR1
(20%)
Safer Betting
and Gaming
(15%)
Customer
(5%)
Total
payout
Cumulative
EPS (33.3%)
2021–23
LTIP
Relative TSR
vs. FTSE 100
(33.3%)
Relative TSR
vs. Bespoke
peer group
(33.3%)
Total
payout
Outcome
£642m
Threshold
£705m
Target
£723m
Stretch
£759m
Outcome
£5,409m
Threshold
£5,613m
Target
£5,787m
Stretch
£5,961m
Sustainability & Compliance Committee assessment of performance
Threshold
NPS score: 0
Target
NPS score: 2
Stretch
NPS score: 3
Outcome
3.6
Outcome
225.3p
Threshold
255p
Stretch
296p
Outcome
(15.5%)
Threshold
Median: 13.0%
Stretch
Upper quartile: 45.5%
Outcome
(15.5%)
Threshold
Median: 8.4%
Stretch
Upper quartile: 46.1%
0% of
maximum
0% of
maximum
100% of
maximum
100% of
maximum
20% of
maximum
0% of
maximum
0% of
maximum
0% of
maximum
0% of
maximum
1. Including Entain’s 50% share of BetMGM NGR.
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Implementation of the Remuneration Policy for Executive Directors
The tables below illustrate the balance of pay and time period of each element of the Policy for Executive Directors and summarise how
the Committee applied the Policy in 2023, together with details of how the Committee intends to implement the Policy in 2024.
Operation
How we implemented
the Policy in 2023
How we plan to implement
the Policy in 2024
Salaries for Executive
Executive Directors’ salaries
from 1 January 2023:
– CEO – £844,600
– CFO & Deputy CEO –
£554,300
– CGO – £422,300
Salary of the Interim CEO (with effect from
her appointment on 13 December 2023):
£874,200
With effect from 1 January 2024, salary
increase of 3.5% for the CFO & Deputy CEO
to: £573,700
Normal company
benefit provision
Normal company benefit provision
Directors are reviewed
annually by the
Committee and any
increases normally take
effect from 1 January.
To the extent that
increases are awarded,
these will ordinarily
be no higher than
the typical level of
increase across the
wider workforce
The value of benefits
is based on the cost to
the Group and there
is no pre-determined
maximum limit
Executive Directors
receive standard
benefits such as medical
and life insurance and
car allowance
Element
Salary
To provide competitive
fixed remuneration
that will attract and
retain appropriate
talent. Reflects
an individual’s
responsibilities,
experience and role
Fixed pay
Y1
Y2 Y3 Y4 Y5
Benefits
To provide competitive
benefits and to attract
and retain high calibre
employees
Fixed pay
Y1
Y2 Y3 Y4 Y5
Pension
To provide an
opportunity for
retirement planning
Fixed pay
Y1
Y2 Y3 Y4 Y5
Annual Bonus
To incentivise the
achievement of key
financial and non-
financial performance
targets in line with
corporate strategy
over a one-year period
50% cash
Y1
Y2 Y3 Y4 Y5
50% shares
Y1
Y2 Y3 Y4 Y5
1. See page 130 for more details.
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Executive Directors
CEO – 6% of salary
Interim CEO – 6% of salary cash allowance
have the opportunity
to participate in a
company-provided
pension, which is in
line with that available
to other employees,
or may receive a cash
allowance in lieu of
a company contribution
cash allowance
CFO & Deputy CEO – 4.5% of
salary company contribution
to the pension plan to June
2023 then 6% of salary of
which £833 per month was
paid into the pension plan
with the balance paid as a
cash allowance1
CGO – Opted out of the plan
CFO & Deputy CEO – 6% of salary of
which £833 per month is paid into the
pension plan with the balance paid as a
cash allowance
Maximum annual
Maximum opportunities:
Maximum opportunities:
incentive opportunity
of 250% of salary for
the CEO and 200%
of salary for other
Executive Directors.
No payment will be
made for below-
threshold performance.
50% of the maximum
opportunity is payable
for target performance
50% of any bonus
award will be deferred
into shares for
three years
Dividend equivalents
are payable on
deferred shares
Malus and clawback
provisions apply
– CEO – 250%
– Other Executive
Directors – 200%
– Interim CEO – 250%
– CFO & Deputy CEO – 200%
No change to payment mechanisms
Performance metrics (as a
of bonuses
percentage of total):
Performance metrics (as a percentage
– Underlying Group
of total):
Operating Profit (pre US
joint venture) (60%)
– NGR including US joint
venture (20%)
– Safer Betting and Gaming
(15%)
– Customer (5%)
Executive Directors awarded
bonuses of 20% of their
maximum opportunity.
See page 131 for
further information
– Underlying Group Operating Profit (pre
US joint venture) (60%)
– Group NGR (10%)
– NGR of BetMGM (10%)
– Safer Betting and Gaming (10%)
– Individual Objectives (10%)
– Any payment is subject to the completion
of mandatory training relating to safer
betting & gaming and compliance
Targets are considered commercially
sensitive, but will be disclosed in the 2024
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How we implemented
the Policy in 2023
How we plan to implement
the Policy in 2024
Grant levels for 2023 awards:
Grant levels for 2024 awards:
– CEO – 450%
– Interim CEO – 450%
– CFO & Deputy CEO – 400%
– CFO & Deputy CEO – 400%
– CGO – no award made
Performance conditions:
in 2023
– Relative TSR vs. the FTSE
Performance conditions:
100 (50%)
– Relative TSR vs. the FTSE
– Relative TSR vs. a bespoke
100 (50%)
group of sectoral peers (50%)
– Relative TSR vs. a bespoke
group of sectoral peers (50%)
The performance period
for the 2021 LTIP ended in
the year and this award will
lapse in full. See page 132 for
further information
See page 123 for details on
LTIP awards to be granted
in 2024
Element
LTIP
To incentivise the execution
of the long-term business
plan and the delivery of
long-term sustainable
value for shareholders
Up to 450% of salary
Y1
Y2 Y3 Y4 Y5
Two-year holding period
Y1
Y2 Y3 Y4 Y5
Operation
Maximum award of 450%
of base salary for the CEO
and 400% of base salary for
other Executive Directors
Threshold performance
results in 16.7% of the
award vesting, where
maximum award levels
are granted
Vesting is on a straight-line
basis between threshold
and maximum
Awards are granted
annually and are
subject to a three-year
performance period
A two-year holding period
will apply following the
vesting period
Dividend equivalents are
payable on vested awards
Malus and clawback
provisions apply
Shareholding Guidelines
Executive Directors are
Shareholding guidelines:
Shareholding guidelines:
To ensure that Executive
Directors’ interests are
aligned with those of
shareholders over a longer
time horizon
Executive Directors’
share ownership
Y1
Y2 Y3 Y4 Y5
required to retain 50% of the
post-tax number of vested
shares from the Company
incentive plans until the
minimum shareholding
requirement is met
and maintained
Executive Directors are
required to maintain 100%
of their guideline (or their
actual holding if lower)
for two years following
cessation of employment
– CEO – 450%
– Interim CEO – 450%
– Other Executive Directors –
– CFO & Deputy CEO – 350%
350%
The Executive Directors’ share
interests as at 31 December
2023 are detailed on page 134
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Performance metrics and link to strategy
The table below demonstrates how each element of our reward package links to our two strategic pillars of Growth and Sustainability.
More information about our strategic pillars is set out on pages 23 to 25.
Element of reward
Bonus
Link to reward
Underlying Group operating profit
Strategic pillars
Growth
Sustainability
LTIP
NGR
Safer betting and gaming
Individual objectives
Deferral of bonus into shares
Total shareholder return
Holding periods for Executive Directors
Bonus and LTIP
Malus and clawback provisions apply
Shareholding requirements for Executive Directors
Benefits
ShareSave for all employees
Market-related benefits package
Employee recognition
Learning and development opportunities
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When will targets for the 2024 annual bonus be disclosed?
The targets for the annual bonus, including individual objectives
for the Executive Directors, are considered commercially sensitive,
but will be disclosed, along with their respective outcomes, in
next year’s Directors’ Remuneration Report.
2024 LTIP
What metrics will be used for the 2024 LTIP?
In determining the LTIP performance metrics for the 2024 award,
the Committee has again considered the difficulty in setting
appropriately stretching but incentivising financial targets,
given the fast-changing external environment in which we
currently operate. The Committee has concluded that it remains
appropriate to continue to base our 2024 LTIP award entirely on
relative TSR metrics. This aligns management’s interests closely
with the experience of investors and incentivises actions which
enhance long-term value creation.
For 2024, 50% of the LTIP awards will be based on TSR
performance relative to the FTSE 100 and 50% on performance
relative to an industry peer group of the following companies:
888 Holdings, Aristocrat, Betsson, Caesars Entertainment,
DraftKings, Evolution Gaming Group, Flutter Entertainment,
International Game Tech, La Française des Jeux, MGM Resorts,
Playtech, Rank Group, Rush Street Interactive and Sands LV.
What are the targets for the 2024 LTIP?
The targets and vesting schedule for the 2024 LTIP awards are
set out below.
Metric
Weighting
Threshold1
(16.7% vesting)
Maximum1
(100% vesting)
TSR vs. FTSE 100
TSR vs. peer group
50%
50%
Median 85th percentile
Median 85th percentile
1. Straight-line vesting between threshold and maximum.
The Committee will assess the value of the 2024 LTIP awards at
vesting and will ensure that the final outturn reflects all relevant
factors, including consideration of underlying performance.
2024 Incentive plan metrics
Annual bonus
What financial metrics will be used for the 2024
annual bonus?
80% of the annual bonus will be based on financial metrics
that will be split between underlying Group operating profit
(60%), Group NGR (10%) and the NGR of BetMGM (10%).
The NGR element has been amended from that used in 2023,
by splitting out the element relating to BetMGM as a separate
metric. This further emphasises the importance of BetMGM’s
performance to the future value of Entain.
What non-financial metrics will be used for the 2024
annual bonus?
As in 2023, the remaining 20% of the bonus will be determined by
non-financial metrics. These will be split equally between a safer
betting and gaming metric and individual objectives.
In order to have a sustainable business, the protection of our
customers has to be fundamental to everything we do and
continuing to include a safer betting and gaming metric reinforces
the importance of this to all our colleagues.
Alongside this, for the first time, we are including individual
objectives in our annual bonus for all colleagues who participate
in the plan. This will support the embedding of a performance
culture at Entain and drive personal accountability for the delivery
of key activities.
What is the underpin?
In previous years, the threshold for our safer betting and gaming
metric has required a minimum number of colleagues to complete
relevant mandatory training. For 2024 we have strengthened this
requirement such that completion of these training modules will
now be a prerequisite for a participant to be eligible to receive
any payment under the annual bonus plan. This further drives
personal accountability.
Why have changes been made to the non-financial metrics
for 2024?
In 2023, the safer betting and gaming metric had a 15%
weighting and we included a customer metric with a 5%
weighting. While the weighting on safer betting and gaming
has been reduced, as described above, the previous threshold
has now been changed to a more stringent underpin for the
entire annual bonus. For those colleagues whose work most
closely impacts on our safer betting and gaming and customer
agendas, relevant individual objectives will be set. The Committee
is comfortable that this is a more effective way to drive
performance in these areas.
How will the safer betting and gaming metric work
for 2024?
For 2024, the safer betting and gaming metric will be based
around our colleagues’ completion of relevant training.
The outcome of the metric will be monitored and evaluated by
the Sustainability & Compliance Committee who will make a
recommendation of the outcome to the Committee.
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Remuneration in context
Committed to good governance
When considering executive remuneration, the Committee takes into account a wide range of factors including legal and regulatory
requirements, associated guidance, and the views of shareholders and their representative bodies. How the Committee addresses the
following principles, taken from the 2018 UK Corporate Governance Code, is set out below.
Clarity
Our remuneration framework is structured to support the financial and strategic objectives of the Group,
aligning the interests of our Executive Directors with those of shareholders.
We are committed to transparent communication with all our stakeholders, including shareholders – page 65
sets out more details of how we engage with shareholders.
Simplicity
We operate a simple but effective remuneration framework.
The annual bonus and LTIP reward performance against key indicators of success for the business.
There is clear line of sight for management and shareholders.
Risk
Our incentives are structured to align with the Group’s risk management framework.
Three-year deferral under the annual bonus and the two-year holding period on LTIP awards create long-
term alignment, as do our within- and post-employment shareholding guidelines.
Both incentives also incorporate robust performance targets, malus and clawback provisions, and
overarching Committee discretion to adjust formulaic outcomes.
Predictability
The Remuneration Policy clearly sets out the possible future value of remuneration that Executive Directors
could receive, including the impact of share price appreciation of 50%.
Proportionality
There is clear alignment between the performance of the Company and the rewards available to
Executive Directors.
Incentive elements are closely aligned to our strategic goals, transparent and robustly assessed, with the
Committee having full discretion to adjust outcomes to ensure they align with overall Entain performance.
Alignment
to culture
We are committed to effective stakeholder and colleague engagement, part of which is ensuring that the
Committee sees all relevant data relating to pay and conditions in the wider workforce.
Operating responsibly towards our customers is fundamental to the way in which Entain operates and
remuneration outcomes are reviewed in the light of actions taken in support of our safer betting and
gaming agenda.
To reflect the importance of our safer betting and gaming activity to the sustainability of Entain, relevant
metrics are included in our annual bonus plan. This demonstrates a clear link between remuneration and our
culture. The Committee will also take broader ESG considerations into account and may apply discretion if
necessary when assessing the appropriateness of incentive outcomes.
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Understanding our colleague reward framework
Our people are vital to our business. At Entain, we believe in fairness throughout the Company. The Group operates a number of general
principles applied to all levels.
We will provide a competitive package compared to the relevant market for each colleague.
We will ensure colleagues can share in the success of the business, where appropriate, through performance-based variable
remuneration and opportunity to acquire Entain shares.
We aim for transparency and a fair cascade of remuneration throughout the Group.
The Remuneration Committee considers a range of factors when deciding upon the remuneration for Executive Directors, one of which
is the alignment with pay practices across the wider workforce. The table below summarises the remuneration structure for employees
below the Board.
Element
Base salary
Benefits and pension
Wider workforce
Executive Directors and senior management
Our base salary is the basis for a competitive
total reward package for all employees, and we
review these annually.
The review takes into account a number of
factors such as country budget, relevant
market comparators, the skills, knowledge
and experience of each individual, relativity
to peers within the Company and local
legislative requirements.
In setting the salary review budget each year,
we consider affordability as well as assessing
how employee base salaries are positioned
relative to market rates, forecasts of any
further market increases and attrition rates.
We offer market-aligned benefits packages
reflecting market practice in each country in
which we operate.
Where appropriate, we offer elements of
personal benefit choice to our employees.
The base salary of our Executive Directors
and senior management forms the basis of
their total remuneration and we review their
salaries annually.
The benefits packages of our Executive
Directors and senior management are aligned
with the wider workforce of the country in
which they are employed.
Subject to local legislation, Executive Directors
are eligible to participate in the pension
arrangement in their country of employment on
the same basis as local employees.
Short-term incentives
Many of our global workforce participate in
The Executive Directors and senior
Long-term incentives
the Group annual bonus, with metrics typically
aligned to those of the Executive Directors
and senior management, although depending
on role, greater emphasis may be placed on
business unit performance.
We operate local incentive arrangements
where appropriate to align with
market practice.
A proportion of this population is eligible to
be considered for LTIP or Restricted Stock
Awards, which vest after three years.
Malus and clawback provisions apply.
Employees have the opportunity to participate
in the Group’s all-employee ShareSave plan.
management participate in the same Group
annual bonus plan as eligible members of the
global workforce.
Half of any award to an Executive Director is
subject to deferral into shares for three years.
Malus and clawback provisions apply.
We operate an LTIP with a three-year
performance period for Executive Directors and
senior management, and vesting is subject to
Group performance outcomes.
Awards made to Executive Directors
are subject to a two-year holding period
following vesting.
Malus and clawback provisions apply.
Read more about the Committee’s work in 2023: pages 116-117
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Consideration of colleague and stakeholder views
The Committee supports and aims for fairness and transparency
of remuneration arrangements across the Group, with consistent
principles underlying both pay for the Executive Directors and
that for our wider colleague population. To support this, the
Committee receives regular updates on Group-wide all-colleague
remuneration arrangements. During the year, this included
briefings on our UK Gender Pay gap, our ShareSave plan and
approach to all-employee salary review, including that for our UK
Retail colleagues.
We have several colleague forums within Entain. These play an
important role in providing our people with a voice and allow
them to provide the business with valuable insight and feedback
on a range of topics, including remuneration. In addition, Virginia
McDowell, in her role as Designated Workforce Director, provides
the Committee with updates on colleague views on remuneration.
Through the Board, the Committee receives valuable insight
as to general colleague views including those on remuneration
including feedback from our global ‘Your Voice’ survey which will
be running in January 2024. See page 64 for more detail on our
Board Engagement activities.
Along with Virginia, Rahul Welde, a member of the Remuneration
Committee, participated in Entain’s Global Engagement
Conference and our Employee Forum AGM, both held virtually
in January 2024. These events brought together colleague
representatives from across the Group and gave them the
opportunity to engage with Virginia and Rahul on a wide range
of topics. As with the similar meetings held in previous years,
an open dialogue was had and our colleague representatives
provided very informative input on their experiences and
suggestions. The Committee members are grateful for the
ongoing active participation of these colleagues and the insights
received and thank them for their input.
All-employee remuneration and actions in response to cost-
of-living pressures
The Committee is mindful of Entain’s responsibility as an
employer and the focus on this is heightened in the current
difficult economic environment which continues to be
experienced by our colleagues all over the world. The Committee
was pleased that we were able to implement several all-
colleague remuneration initiatives during 2023:
Budgets were set for our 2024 annual salary review taking into
account the current inflationary context being experienced by
our colleagues globally. As a result, salary review budgets of
between 3.5% and 7.0% were approved, depending on local
market conditions.
Noting that the position is somewhat different for our hourly
paid colleagues in UK Retail and Stadia, with effect from
1 January 2024, their minimum hourly rate of pay has been
increased by 8.3% to £11.80 (from £10.90).
All of our colleagues have the opportunity to share in the value
they create. A third cycle of our all-employee ShareSave plan
was launched in April 2023 to colleagues in 25 countries.
15% of our people elected to participate, giving them the
opportunity to purchase Entain shares at an option price of
£10.08. We intend to offer ShareSave again in 2024.
All of these initiatives acknowledge the importance of our
colleagues in delivering the Group’s objectives, and the
Committee looks forward to continuing the dialogue with our
people in the coming year.
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Structures are in place to support salary progression, and regular
market analysis by geography and role function is carried out, with
action taken as appropriate and salaries are typically reviewed in
January each year.
Relative importance of the spend on pay
The table below sets out the overall spend on pay for all colleagues
compared with the returns distributed to shareholders.
Significant distributions
Staff costs (£m)1
2023
753.8
2022 % change
654.5
15.2%
Distributions to shareholders (£m)2
106.9
50.0
113.8%
1. Increase in staff costs is largely due to an increase in employee numbers and an
increase in redundancy costs, along with salary increases implemented in 2023.
2. Increase in distributions to shareholders reflects the payment of two dividends in
2023 compared to only one in 2022.
Gender pay gap reporting
2023 is the sixth year in which we have published our UK gender
pay gap results. Our median hourly pay difference between
male and female colleagues in the UK is 4.0% (2022: 3.2%),
which compares favourably with the UK median pay gap for
all employees of 14.3% (source: Office for National Statistics,
November 2023). Our median bonus pay gap is 44.5%
(2022: 38.7%).
From further analysis it is clear that these gaps largely remain
a function of lower numbers of women at senior levels. We are
committed to making Entain an inclusive place to work and we
are continuing to invest in initiatives to create greater diversity at
senior levels. Further information on these is provided on pages
48 and 49. Our gender pay gap report for the year ended 5 April
2023, together with contextual information and more detail on the
actions we have underway to close our gender pay gap, can be
viewed on the Company’s website at www.entaingroup.com.
CEO pay ratio (unaudited)
The first table below sets out the ratio at median, 25th and 75th
percentile of the total remuneration received by our CEO compared
to the total remuneration received by our UK colleagues, while
the second provides further information on the total colleague
pay figure at each quartile, and the salary component within
this. The total pay for our two CEOs in 2023 was 78 times
the median (50th percentile). This is a fall from 2022 which is
mainly attributable to the increase in the median pay of our UK
colleagues. Our UK employee population is predominantly made
up of colleagues working in our retail estate, and the Committee
considers that this ratio is not out of line with that at other
retail organisations.
Method
Option A
Option A
Option A
Option A
Option A
25th
percentile
50th
percentile
75th
percentile
90
101
139
106
278
78
87
122
95
229
65
73
98
75
170
2023
2022
2021
2020
2019
UK colleagues – pay element
Salary
25th
percentile
50th
percentile
75th
percentile
17,629
18,975
20,301
Total remuneration
20,893
24,090
28,663
We would highlight the following in terms of the approach taken:
Option A was chosen as it is considered to be the most accurate
way of identifying colleagues at P25, P50 and P75, and is
aligned with investor expectations. Under this approach we
calculate total remuneration for all of our UK colleagues and rank
them accordingly on this basis.
The lower quartile, median and upper quartile colleagues were
calculated based on full-time equivalent data as at 31 December
2023. Salary excludes any statutory payments such as
maternity and sick pay; these items are reflected in the Total
remuneration figures.
In reviewing the colleague pay data, the Committee is
comfortable that the P25, P50 and P75 individuals identified
appropriately reflect the colleague pay profile at those quartiles,
and that the overall picture presented by the ratios is consistent
with our pay, reward and progression policies for UK colleagues.
The Committee notes that Entain has in place a number of
initiatives to ensure that the pay and conditions for our wider
colleague population are fair and reasonable and receives regular
updates on reward practices throughout the Group.
We aim to provide a market-competitive remuneration package in
each of the countries in which we operate. This includes benefits
appropriate to the local market and the ability for many colleagues
to share in the success of Entain via annual incentive programmes.
We successfully launched the third cycle of our all-employee
ShareSave plan in 2023 and another cycle will be offered in April
2024. In June 2022, we also made an award of free shares with a
value of £300 to all employees. These shares vest in June 2024,
subject to continued employment.
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Summary of performance
The chart below shows the value of £100 invested in Entain since obtaining Main Market listing on 1 February 2016, compared with the
value of £100 invested in the FTSE 100 Index and the FTSE 350 Travel and Leisure Index. The FTSE 100 has been chosen on the basis
that this is the index in which Entain was a constituent of at the end of 2023.
£100 invested in Entain on 1 February 2016 would have been worth £251 at 31 December 2023 compared with £174 if invested in the
FTSE 100 and £100 if invested in the FTSE 350 Travel and Leisure Index.
Over the three-year period 1 January 2021 to 31 December 2023 (the period covered by the 2021 LTIP) the total shareholder return
(“TSR”) of Entain shares was -10.5% compared with +33.8% for the FTSE 100 and -5.8% for the FTSE 350 Travel and Leisure Index.
£450
£400
£350
£300
£250
£200
£150
£100
£50
£0
01/02/16
31/12/16
31/12/17
31/12/18
31/12/19
31/12/20
31/12/21
31/12/22
31/12/23
Entain
FTSE 100
FTSE 350 Travel & Leisure Index
Source: Thompson Reuters DataStream
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Summary of CEO remuneration outcomes: 2015–2023
Year
CEO
Single figure
of total
remuneration5
Annual bonus
payout6(% of
maximum)
LTIP vesting (%
of maximum)
Legacy award
vesting (% of
maximum)
2023
2022
2021
2020
2019
2018
2017
2016
2015
S
David1
J Nygaard-
Andersen2
J Nygaard-
Andersen
J Nygaard-
Andersen2 S Segev3 S Segev3
K
Alexander4
K
Alexander
K
Alexander
K
Alexander
K
Alexander
K
Alexander
£0.55m £1.33m £1.91m £2.53m £0.04m £0.30m £1.68m £5.23m £19.10m £18.21m £17.83m £3.41m
–
–
–
20%
48.8% 100%
–
–
–
–
–
–
–
–
–
–
–
–
–
100%
92% 100%
89.8%
91.1%
–
–
–
–
–
–
–
–
100% 100% 100% 100%
1. Stella David was appointed Interim CEO on 13 December 2023.
2. Jette Nygaard-Andersen was appointed CEO on 21 January 2021 and stepped down from the Board on 13 December 2023. Jette retained her outstanding LTIP awards and an
entitlement to receive a bonus payment in respect of 2023.
3. Shay Segev was appointed CEO on 17 July 2020 and stepped down from the Board on 21 January 2021. Shay’s 2018 and 2019 LTIP awards lapsed when he left employment and
he was not entitled to any bonus payment in respect of 2021.
4. Kenneth Alexander retired from the role of CEO on 17 July 2020.
5. Figures for 2015, 2016 and 2017 were previously reported in Euros and have been converted into GBP using an average rate for the relevant year.
6. The Executive Directors waived any entitlement to bonus for 2020 due to the Covid-19 pandemic.
Change in Directors’ pay for the year in comparison to all Entain colleagues
The table below shows the year-on-year change in salary, benefits and annual bonus earned from 2020 to 2023, building to a five-year
history, for all Executive and Non-Executive Directors and the Chairman, compared to that for Entain’s UK colleagues. The comparison is
not able to be shown for those individuals who were not in role for the full 12 months of either year.
2023
2022
2021
2020
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Base
salary/
fees Benefits
Annual
bonus
Executive Directors
S David1
J Nygaard-Andersen2
R Wood3
R Hoskin4
Non-Executive Directors5
B Gibson6,7
P Bouchut7,8
A Brown9
M Gregory10
V Jarman10
V McDowell7
D Satz11
R Welde12
All colleagues13
–
0%
5.1%
–
–
–
0.9%
(0.4%)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3.0%
1.3% (57.8%)
3.6%
1.4% (49.5)% 27.2%
2.2%
n/a
2.5% (15.1)% (50.0)%
–
–
–
0%
– (1.2)%
–
–
–
–
–
–
0%
– 11.3%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5.3%
1.9%
–
–
5.4%
–
–
–
–
–
–
–
–
–
– (3.8)%
–
–
–
–
– (8.5)%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
10.9% (5.2%)
(9.7%)
(0.1)% (16.5)% (50.8)% 0.1%
1.9% 132.4% 3.5% (1.4)% (53.1)%
1. Stella David joined the Board in March 2021 as a Non-Executive Director and was appointed Interim CEO on 13 December 2023. As she was not in either role for a full 12
2.
months in either 2021 or 2023 no comparisons are shown.
Jette Nygaard-Andersen joined the Board as a Non-Executive Director in November 2019, was appointed CEO on 21 January 2021 and stepped down from the Board on
13 December 2023. As she was not in either role for a full 12 months in either 2020, 2021 or 2023, no comparisons are shown.
3. Rob Wood joined the Board during 2019. As he was not in role for the full 12 months of 2019, no comparison is shown in respect of 2020. In 2020, as an Executive Director, Rob
was subject to a 20% reduction in salary for three months and he waived his entitlement to receive a bonus under the 2020 Group annual bonus plan. In 2021, Rob’s salary was
increased from £430,000 to £525,000, effective 21 January 2021, upon taking on additional responsibility as Deputy CEO.
4. Robert Hoskin joined the Board on 1 January 2021, therefore no comparison is shown for 2020 or 2021.He stepped down from the Board on 30 June 2023 and so no comparison
is shown for 2023.
5. Non-Executive Directors receive fees only and do not receive any additional benefits or participate in a bonus arrangement. There were no increases to Non-Executive Directors’
fees in 2023.
6. Barry Gibson joined the Board during 2019. As he was not in role for the full 12 months of 2019, no comparison is shown for 2020.
7.
8. The fees for Pierre Bouchut are denominated in Euros and the percentage changes in fees shown for him are as a result of foreign exchange movements, and partly in 2023 due
In 2020, Barry Gibson, Pierre Bouchut and Virginia McDowell were all subject to a 20% reduction in fees for three months.
to an increase in fees when he became Senior Independent Director in December 2023.
9. Amanda Brown joined the Board during 2023 and so no comparisons are shown.
10. Mark Gregory and Vicky Jarman joined the Board during 2021 and stepped down in 2023, therefore no comparisons are shown.
11. David Satz joined the Board in 2020, therefore no comparison is shown for 2020 or 2021. David’s fees are denominated in US Dollars and the percentage change in fees shown
for him are as a result of foreign exchange movements.
12. Rahul Welde joined the Board during 2022, therefore no comparisons are shown.
13. The all-colleague data is comprised of that used to calculate the CEO pay ratio. To eliminate the impact of changes in colleague numbers year-on-year this has been based on average
base salary, benefits and annual bonus data.
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Annual Report on Remuneration
The 2023 Annual Report on Remuneration contains details of the remuneration paid and awarded to Directors during the financial year
ended 31 December 2023. As an Isle of Man incorporated company, Entain is not subject to the UK remuneration reporting regulations
which apply to UK-incorporated companies, nevertheless, this report has been prepared in accordance with the provisions of the
Companies Act 2016, Schedule 8 of the Large and Medium Sized Companies Groups (Accounts and Reports) (Amendment) Regulations
2013 (the “Regulations”), the Listing Rules of the UK Financial Conduct Authority and the UK Corporate Governance Code. An advisory
resolution to approve the Annual Report on Remuneration and the Annual Statement will be put to shareholders at the 2024 AGM.
Single figure of remuneration table (audited)
The remuneration of Executive Directors, showing the breakdown between components with comparative figures for the prior financial
year, is shown below. Figures provided have been calculated in accordance with the Regulations. Further information on the component
elements is provided in subsequent sections.
Executive Directors
Stella David1
2023
2022
Jette Nygaard-Andersen2 2023
Rob Wood
Robert Hoskin3
2022
2023
2022
2023
2022
Base
salary
£000
46
–
813
820
554
538
211
410
Benefits
Pension
Annual
bonus
Long-term
incentive4
£000
£000
£000
1
–
56
36
16
15
2
5
3
–
49
49
29
25
–
–
–
–
407
1,000
222
525
85
400
£000
500
–
–
–
–
1,450
–
1,263
Total
£000
550
–
1,325
1,905
821
2,553
298
2,078
Total fixed
remuneration
Total variable
remuneration
£000
50
–
918
905
599
578
213
415
£000
500
–
407
1,000
222
1,975
85
1,663
1. Stella David was appointed Interim CEO on 13 December 2023 having joined the Board as a Non-Executive Director in 2021. Fees paid during 2023 and 2022 for her role as a
Non-Executive Director are shown on page 136. The amount shown as Long-term incentive represents the buy-out of a cash payment which Stella forfeit on her resignation as
Chair of Vue International. This payment is due to be made in February 2026. It is not subject to performance conditions and so, in line with the Regulations, has been disclosed in
2023, being the year of award.
2. Jette Nygaard-Andersen stepped down from the Board on 13 December 2023.
3. Robert Hoskin stepped down from the Board on 30 June 2023.
4. The amounts shown in last year’s report for Rob Wood and Robert Hoskin in respect of the 2020 LTIP were calculated based on an assumed share price of 1,289p. The actual
share price at vesting on 12 June 2023 was 1297.5p. The amounts shown for 2022 have been updated to reflect this change and the value of dividend equivalents payable.
The proportion of the value of the 2020 LTIP that was attributable to share price appreciation is 40.3%.
Further information on the single figure of remuneration table
Base salary
Salaries are normally reviewed on 1 January each year.
Following the review that took effect 1 January 2023, the salaries of the Executive Directors were:
Jette Nygaard-Andersen: £844,600
Rob Wood: £554,300
Robert Hoskin: £422,300
Stella David’s salary from her appointment as Interim CEO on 13 December 2023 was £874,200.
Benefits and pension
Executive Directors may receive benefits such as private medical, life insurance and car allowance.
Stella David received a car allowance of £25,000 p.a. and an allowance in lieu of an employer pension contribution equal to 6% of her
base salary.
Jette Nygaard-Andersen received a car allowance of £25,000 p.a. and an allowance in lieu of an employer pension contribution equal to
6% of her base salary. A cash allowance was approved by the Remuneration Committee as Jette is a Danish tax resident and therefore
not able to participate in any of the Group’s existing employee pension arrangements. The payment of a cash allowance in lieu of pension
contributions of 6% of salary was included in our Directors’ Remuneration Policy that was approved at the 2023 AGM. The quantum
is aligned to the maximum company contribution available to employees in the UK. Jette also received reimbursement of certain travel
expenses incurred in undertaking her duties as a Director. The table above includes these expenses and the related tax.
Rob Wood received a car allowance of £10,700 p.a. and participated in the defined contribution pension arrangements which are
available on the same basis as for other colleagues, receiving a company contribution of 4.5% of his base salary up until 30 June 2023.
Following the update to our Directors’ Remuneration Policy, approved at the 2023 AGM, to allow payment of a cash allowance in lieu of
pension contributions, from 1 July 2023 Rob received a company contribution into the pension plan of £833.33 per month. The difference
between that and 6% of base salary was paid to him as a cash allowance.
Robert Hoskin opted out of the pension plan.
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2023 annual bonus
The Executive Directors, with the exception of Stella David, were eligible to participate in the annual bonus for 2023. Robert Hoskin and
Jette Nygaard-Andersen were eligible to participate on a time pro-rated basis.
The annual bonus framework for 2023 was based on performance against four key metrics for Entain: underlying Group operating profit,
pre US joint venture (60%), NGR, including the US joint venture (20%), safer betting and gaming (15%) and customer (5%). At the start of
the year the Committee set stretching goals for these metrics, was satisfied that these represented challenging but realistic targets, and
that significant outperformance would be required to achieve a maximum payout.
The targets set for the financial and customer metrics, the performance achieved against all metrics, and the resulting payout are set out
in the table below.
Metric
Weighting
Threshold
Target
Stretch
Actual
Underlying Group operating
profit
60%
£705m
£723m
£759m
£642m
NGR
20% £5,613m
£5,787m
£5,961m
£5,409m
Safer betting and gaming
Customer (Net Promoter Score)
15%
5%
See below
0
2
3
3.6
Payout as a % of
maximum for
each metric
Payout as a % of
maximum bonus
opportunity
0%
0%
100%
100%
0%
0%
15.0%
5.0%
20.0%
Total as a % of maximum opportunity
The safer betting and gaming metric comprised two equally weighted parts of 7.5% each (15% in total).
In summary:
UK market – based on the usage of our active account management tools amongst risk-assessed online customers and the
implementation of ARC™ into our UK Retail business. Through our ARC™ platform, we are able to monitor and categorise player
behaviour and interact with the customer to effectively influence behaviour, thereby providing a more positive and safer experience.
Markets outside the UK – further deployment of ARC™’s advanced models and technologies tailored to each country’s regulatory
requirements, culture and maturity, giving an opportunity to offer the same targeted interactions and overall experiences to a large
number of our players around the globe.
In addition, a minimum level of completion of safer betting and gaming and other relevant training modules had to be achieved by our
colleagues globally.
EPIC Risk Management, the leading gambling harm minimisation consultancy, independently reviewed the work carried out and provided
advice to the Sustainability & Compliance Committee which has enabled it to make the recommendation to the Committee that the
stretch level of performance has been achieved and so a payout in full for this metric was appropriate. More detail on our approach to
player protection can be found on pages 44 and 45.
The customer metric (representing 5% of the total bonus) was based on the achievement of a Net Promoter Score (“NPS”) target across
our core brands. A three-month rolling average NPS at December 2023 of 3.6 was achieved which exceeded the stretch target, resulting
in maximum payout for this metric.
In line with the provisions of the UK Corporate Governance Code, the Committee carefully considered whether the proposed outcome
could be justified in the context of Entain’s overall performance. In doing so, it considered:
Business performance during 2023, including progress against financial, operational and strategic targets;
The quality of underlying earnings and whether any significant one-off factors influenced the results;
Our risk and reputational performance;
The individual performance of the Executive Directors; and
Entain’s share price performance and the experience of our shareholders over the year.
The Committee noted the Group’s operational and financial progress during the year, as set out in the 2023 Group performance highlights
in the Committee Chair’s letter on page 114.
Taking all the above factors into account, the Committee considered that the outcome under the annual bonus was justifiable and a fair
reflection of overall Entain performance during the year, and therefore concluded no further discretionary adjustments were necessary.
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The table below sets out the final outcome and annual bonus payable to each Executive Director for 2023.
Bonus opportunity (% of salary)
Salary eligible for 2023 bonus
Outcome:
– As % of maximum bonus
– As % of salary
– As £ amount
J Nygaard-Andersen
250%
£813,198
20%
50%
R Wood
200%
£554,300
20%
40%
£406,599
£221,720
R Hoskin
200%
£211,150
20%
40%
£84,460
Half of the total bonus is paid in cash following the year end, while half is deferred into shares under the Annual and Deferred Bonus Plan.
These shares will vest after three years, subject to continued employment or approval of good leaver treatment, in line with the Plan rules,
as is the case for Jette Nygaard-Andersen and Robert Hoskin.
2021 Long-Term Incentive Plan
The Long-Term Incentive Plan values shown in the single figure table for 2023 relate to the vesting of LTIP awards made in 2021.
The targets attached to the 2021 LTIP awards and the performance outcome against these are set out below.
Metric
Relative TSR vs. FTSE 100
Weighting
One-third
Relative TSR vs. bespoke peer group1
One-third
Cumulative adjusted EPS
One-third
255p
296p
Threshold
(25% vesting)
Maximum
(100% vesting)
Entain
performance
Vesting as a % of
maximum for
each metric
Vesting
Median:
13.0%
Upper quartile:
45.5%
Median:
8.4%
Upper quartile:
46.1%
-15.5%
0%
0%
-15.5%
225.3p
0%
0%
Total as a % of maximum opportunity
0%
0%
0%
1. The bespoke peer group comprised the following companies: 888 Holdings, Betsson, Caesars Entertainment, Evolution Gaming Group, Flutter Entertainment, Gamesys,
International Game Technology, Kindred Group, Playtech, Rank Group and TabCorp Holdings.
Acknowledging that our TSR performance and resulting shareholder experience over the last three years had been disappointing, the
Committee concluded that the formulaic outcome was fair and reasonable, and an appropriate reflection of Entain’s performance and
value delivered to shareholders over the period. As a result, the LTIP awards made to the Executive Directors in 2021 will lapse in full.
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2023 Share plan awards
Share awards granted during 2023 (audited)
The table below sets out share awards granted to the Executive Directors during 2023 under the LTIP and Annual and Deferred Bonus
Plan (“ADBP”).
Name
Award type
Grant date
Face value of
award
Shares
awarded1,2
% vesting
at threshold
performance
% vesting at
maximum
performance
Performance
conditions
J Nygaard-Andersen
LTIP
16 June 2023
£3,800,700
ADBP 21 March 2023
£500,200
R Wood
LTIP
16 June 2023
£2,217,700
R Hoskin
ADBP 21 March 2023
ADBP 21 March 2023
£262,605
£200,080
316,198
38,805
184,459
20,372
15,522
16.7%
n/a
16.7%
n/a
n/a
100%
See below
n/a
None
100%
See below
n/a
n/a
None
None
1. The LTIP awards were calculated, in line with the Plan rules, based on a share price of 1,202p (the closing share price on the day prior to grant).
2. Consistent with the Directors’ Remuneration Policy, 50% of an Executive Director’s annual bonus is deferred into shares under the ADBP. The awards shown above were granted
in respect of annual bonuses for the 2022 financial year. These awards will normally vest on 21 March 2026, the third anniversary of the grant, subject to continued employment
or approval of good leaver treatment. The number of shares granted was calculated, in line with the Plan rules, based on a share price of 1,289p (the average price over the
period 1 October to 31 December 2022).
The Committee have previously considered the difficulty in setting appropriately stretching but incentivising financial targets (such as
EPS targets) for a three-year period, given the fast-changing external environment in which we operate and concluded that this can be
addressed by basing our LTIP awards entirely on relative TSR metrics. This aligns management’s interests closely with the experience of
investors and incentivises actions which enhance long-term value creation. Therefore, for the 2023 LTIP, 50% of the awards are based
on TSR performance relative to the FTSE 100 and 50% on performance relative to an industry peer group. Performance for these awards
will be measured over the period 1 January 2023 to 31 December 2025. The target ranges are set out below and reflect the changes
the Committee set out when revising our Directors’ Remuneration Policy. This was approved at the AGM on 25 April 2023 and provided
for increased maximum levels of award under the LTIP, accompanied by an increased level of stretch on performance conditions and a
reduction in the level of vesting which would be achieved at threshold performance.
Metric
Relative TSR vs. FTSE 100
Relative TSR vs. bespoke peer group1
Weighting
50%
50%
Threshold
(16.7% vesting)
Maximum
(100% vesting)
Median
85th percentile
Straight-line vesting between threshold and maximum
1. The bespoke peer group for the 2023 awards comprises the following companies: 888 Holdings, Aristocrat, Betsson, Caesars Entertainment, DraftKings, Evolution Gaming
Group, Flutter Entertainment, International Game Technology, Kindred Group, MGM Resorts, Playtech, PointsBet, Rank Group, Rush Street Interactive and Sands LV.
The terms of the 2023 awards provide the Committee with the ability to review the outcome at vesting and to make appropriate adjustments
if it concludes that participants have benefited from windfall gains over the performance period. The Committee also retains the ability, under
the terms of the Policy, to exercise discretion to override the formulaic outcomes if it believes that the formulaic outturn is not appropriate.
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Shareholdings and share interests
Shareholding guidelines
Executive Directors are required to maintain a shareholding as determined by the Committee and retain this for a period following
cessation of employment. Executive Directors are expected to build up their shareholding over a period of five years from the date of
appointment as an Executive Director (or, if later, from the date of any change to the terms of the shareholding requirement). Shares that
count towards the requirement are those that are beneficially owned, any vested share awards subject to a holding period and unvested
deferred bonus shares (on an after-tax basis). The current shareholding requirements are:
CEO – 450% of base salary.
CFO & Deputy CEO – 350% of base salary.
In line with the provisions of the UK Corporate Governance Code, the Committee has implemented post-employment shareholding
requirements for the Executive Directors to ensure that they remain aligned with shareholders for a period after they step down from
the Board. The Committee expects Executive Directors to maintain 100% of their guideline (or their actual holding if lower) for two years
following departure. Shares purchased by the Executive Directors out of their own funds will not count towards these guidelines. To assist
in the implementation of the post-employment shareholding guideline our policy includes the potential to require leavers to deposit the
requisite number of shares into a trust or nominee arrangement. In the case of good leavers, future vestings may be made subject to
adherence to the shareholding requirement.
Share interests (audited)
As at 31 December 2023, the value of Stella David and Rob Wood’s shareholdings were £1.5m and £3.3m respectively. The value of Jette
Nygaard-Andersen’s shareholding at 13 December 2023 (the date she stepped down from the Board) was £1.5m. The value of Robert
Hoskin’s shareholding as at 30 June 2023 (the date he stepped down from the Board) was £5.2m.
Executive Directors’ share interests as at 31 December 2023, or date of leaving the Board, are set out below.
Share interests
subject to
performance
conditions2
Share interests not
subject to
performance
conditions3
Number of
beneficially
owned shares1
Share
awards
Share
options
Share
awards
Share
options
Total interests
at 31 December
2023
Value of shares
held as % of
base salary4
Shareholding
requirement
met?
112,186
–
225,037
352,058
–
–
–
–
85,610
47,866
–
–
–
353,539
–
82,156
–
36,686
112,186
763,819
624,961
472,381
128%
130%
449%
919%
N
N
Y
Y
J Nygaard-Andersen5
65,381
612,828
Name
S David
R Wood
R Hoskin6
1. Beneficially owned shares include shares held directly or indirectly by connected persons. There were no changes in the number of beneficially owned shares for any Executive
Director between 31 December 2023 and the date this report was signed.
2. Share interests subject to performance conditions are those made under the LTIP. Awards to Jette Nygaard-Andersen and Rob Wood are granted in the form of conditional
awards and those to Robert Hoskin are granted as nil-cost options.
3. Share interests not subject to performance conditions are those made under the ADBP. Awards to Jette Nygaard-Andersen and Rob Wood are granted in the form of conditional
awards and those to Robert Hoskin are granted as nil-cost options.
4. In line with our shareholding policy, the value of shares held as a percentage of base salary includes shares owned by the Executive Directors and the after-tax shares held under
the ADBP. The values of £1.5m, £1.5m, £3.3m and £5.2m for Stella David, Jette Nygaard-Andersen, Rob Wood and Robert Hoskin respectively are based on the closing share
price at 29 December 2023 (994.2p).
5. Jette Nygaard-Andersen stepped down from the Board on 13 December 2023. Under the terms of her exit, time pro-rating will be applied to her LTIP awards when she leaves
employment on 13 December 2024.
6. Robert Hoskin stepped down from the Board on 30 June 2023 and left employment on 31 August 2023. Under the terms of his exit his outstanding LTIP awards were time
pro-rated to his employment end date and the values in the table above reflect this.
Executive Directors’ service contracts and external appointments
Executive Directors have rolling contracts, terminable by either party giving the appropriate notice.
Director
S David
R Wood
Date appointed
13 December 2023
5 March 2019
Arrangement
Service contract
Service contract
Notice period
12 months
12 months
Subject to Board approval, Executive Directors are able to accept appropriate outside Non-Executive Director appointments provided the
aggregate commitment is compatible with their duties as Executive Directors. The Executive Directors concerned may retain fees paid
for these services. Stella David is a Non-Executive Director of Norwegian Cruise Line Holdings Limited and of Bacardi Limited. Rob Wood
does not currently hold any external appointments. While on the Board, Jette Nygaard-Andersen was a Non-Executive Director of
Coloplast A/S.
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Payments for loss of office (audited)
Jette Nygaard-Andersen
Jette Nygaard-Andersen stepped down from the Board as Chief Executive Officer on 13 December 2023, having held this role since
January 2021. Jette originally joined the Board as a Non-Executive Director in November 2019. In line with her contractual entitlement to
12 months’ notice, Jette remains employed and on garden leave until 13 December 2024. The Remuneration Committee considered the
treatment of Jette’s remuneration and agreed the following:
Salary and benefits paid up until 13 December 2024. Those received up to 13 December 2023, when Jette stepped down from the
Board, are shown in the table on page 130. Salary and benefits received between 14 December and 31 December 2023 totalled
£34,298.
After careful consideration, the Committee agreed that Jette would be treated as a good leaver in accordance with the Remuneration
Policy and the provisions of the incentive plan rules. As such, she retained her eligibility to receive an annual bonus in respect of 2023,
subject to time pro-rating to 13 December 2023. Jette also retained her outstanding ADBP and LTIP share awards, which will continue
to vest over their original timeframes. Her LTIP awards will be time pro-rated for time served up until 13 December 2024 and remain
subject to their performance conditions and a two-year holding period. Their malus and clawback provisions will also remain in force.
In line with our post-employment shareholding requirement policy, Jette will be required to meet her shareholding requirement
of the lower of 450% of salary or her actual shareholding for two years following her termination date of 13 December 2024.
The Remuneration Committee will consider withdrawing good leaver treatment if this requirement is not met.
£10,500 (excluding VAT) was paid directly to Jette’s legal advisers in respect of legal services provided to her in connection with
her termination.
Provision of tax support in the UK and Denmark for all tax reporting periods impacted by remuneration received in relation to Jette’s
employment with Entain. At her discretion, Jette also has the option to continue an existing executive mentoring arrangement until
13 December 2024 and to receive outplacement support to a maximum cost of £50,000 (excluding VAT). In all cases, any payments will
be made by Entain direct to the relevant provider.
Robert Hoskin
Robert Hoskin stepped down from the Board as Chief Governance Officer (“CGO”) on 30 June 2023 and left employment on 31 August
2023, after 18 years with the Group. The Remuneration Committee considered the treatment of Robert’s remuneration arrangements in
the light of his role as CGO being redundant and agreed the following:
Salary paid up until 31 August 2023, and medical insurance continuing until the end of the plan year (31 March 2024). Salary and
benefits received up to 30 June 2023, when Robert stepped down from the Board, are shown in the table on page 130. Salary and
benefits (including payment for accrued holiday) received between 1 July 2023 and 31 December 2023 totalled £84,137.
In line with local legal requirements, a redundancy payment of £422,300, calculated in accordance with the Gibraltar Redundancy
Pay Order.
Payment in lieu of the balance of 12 months’ contractual notice period (£296,188).
Given Robert’s role was redundant, the Committee was comfortable that he should be treated as a good leaver in accordance with
the Remuneration Policy and the provisions of the incentive plan rules. As such, he retained his eligibility to receive a time pro-rated
annual bonus plan for 2023 and retained his outstanding ADBP and LTIP share awards, which will continue to vest over their original
timeframes. His LTIP awards were time pro-rated based on time served during the performance period and remain subject to their
performance conditions and a two-year holding period. Their malus and clawback provisions will also remain in force.
In line with our post-employment shareholding requirement policy, Robert will be required to meet his full shareholding requirement
of 350% of salary for two years following his leave date of 31 August 2023. The Remuneration Committee will consider withdrawing
good leaver treatment if this requirement is not met.
£9,400 (excluding VAT) was paid directly to Robert’s legal advisers in respect of legal services provided to him in connection with
his termination.
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Chairman and Non-Executive Directors
Single figure of remuneration table (audited)
The remuneration of the Non-Executive Directors is shown below.
Non-Executive Directors
Barry Gibson
Pierre Bouchut2
Amanda Brown3
Stella David4
Mark Gregory5
Vicky Jarman5
Virginia McDowell
David Satz6
Rahul Welde7
Former
Non-Executive Directors8
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Fees1
£000
Benefits
£000
Annual
bonus
£000
Long-term
incentives
£000
Pension
£000
Total
£000
Total fixed
remuneration
Total variable
remuneration
450
450
112
106
13
–
176
155
18
106
14
85
107
106
94
95
85
42
–
42
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
450
450
112
106
13
–
176
155
18
106
14
85
107
106
94
95
85
42
–
42
450
450
112
106
13
–
176
155
18
106
14
85
107
106
94
95
85
42
–
42
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1. Non-Executive Directors receive fees only and do not receive any additional benefits or participate in any incentive arrangements.
2. Pierre Bouchut’s fees are denominated in Euros. The change in fee received in 2023 compared to 2022 reflects foreign exchange rate movements, along with an increase in fees
when he was appointed as Senior Independent Director in December 2023.
3. Amanda Brown joined the Board on 8 November 2023.
4. Stella David was appointed as Interim CEO on 13 December 2023. Fees in the table above for 2023 reflect her appointment as a Non-Executive Director. Remuneration for her
role as an Executive Director is shown in the table on page 130.
5. Mark Gregory and Vicky Jarman resigned from the Board on 17 February 2023.
6. David Satz’s fees are denominated in US Dollars. The change in fee received in 2023 compared to 2022 reflects foreign exchange rate movements.
7. Rahul Welde joined the Board on 1 July 2022.
8. Fees totalling £42,000 were paid to Non-Executive Directors in 2022 who stood down from the Board during that year.
136
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Report
Fee structure
During 2023, the Committee reviewed the Chairman’s annual fee. Based on an assessment of the time and commitment required for
the role, including a comparison against relevant market reference points, the Committee determined an increase in the fee for the first
time since 2019. Separately, fees for Non-Executive roles were also increased for the first time since 2016, based on an assessment of
comparative market data and the increased commitment and complexity associated with performing these roles. The table below sets
out the fee structure which will apply from 1 January 2024.
Chairman
Senior Independent Non-Executive Director
Board member
Chair of a Board Committee
Intercontinental travel allowance1
As at 1 January 2023
As at 1 January 2024
£450,000
£155,000
£525,000
£165,000 or €192,500
£85,000 or €100,000 or $117,000
£95,000 or €112,000 or $120,000
£21,000 or €25,000
£30,000 or €35,000 or $38,000
–
£6,000 or €7,000 or $7,500
1. Where a Non-Executive Director is required to undertake intercontinental travel in the performance of their role, this allowance will be paid (for each trip) to acknowledge the
additional time commitment involved. This allowance will not be payable to the Chairman.
Letters of appointment
Non-Executive Directors are appointed under letters of appointment and as such do not have service contracts. Apart from the Chairman,
each Non-Executive Director is subject to an initial three-year term subject to annual re-election at the Company’s AGM.
All letters of appointment are available for viewing at the Company’s registered office and at the AGM.
Director
B Gibson
P Bouchut
A Brown
V McDowell
R Sandler
D Satz
R Welde
Date appointed
4 November 2019
13 September 2018
8 November 2023
6 June 2018
3 January 2024
22 October 2020
1 July 2022
Arrangement
Notice period
Letter of appointment
Letter of appointment
Letter of appointment
Letter of appointment
Letter of appointment
Letter of appointment
Letter of appointment
3 months
3 months
3 months
3 months
3 months
3 months
3 months
Share interests (audited)
Non-Executive Directors’ share interests as at 31 December 2023, or date of leaving the Board if earlier, are set out below. With the
exception of Amanda Brown who joined the Board in November 2023, all Non-Executive Directors (in post at 31 December 2023) held
shares with a value in excess of 75% of their annual fee at 31 December 2023.
Director
B Gibson
P Bouchut
A Brown
M Gregory2
V Jarman2
V McDowell
D Satz
R Welde
Number of beneficially
owned shares1
189,934
38,500
–
7,446
1,700
15,000
7,500
21,644
1. Beneficially owned shares include shares held directly or indirectly by connected persons. There were no changes in the number of shares owned outright for any Non-Executive
Director between 31 December 2023 and the date this report was signed.
2. Mark Gregory and Vicky Jarman resigned from the Board on 17 February 2023. The beneficially owned shares shown for them reflect the position on that date.
Virginia McDowell
Chair of the Remuneration Committee
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1 Overview8 Strategic report88 Governance140 Financial statements Directors’ Report
Principal activity
Customer and creditor payment policy
Entain plc (the “Company”) and its subsidiaries (together the
“Group”) is a major international sports-betting and gaming
company operating both online and in the retail sector.
The Company is registered as a public limited company under
the Isle of Man Companies Act 2006 and is listed in the Premium
category on the Main Market of the London Stock Exchange.
Results and future performance
A review of the Group’s results and activities is covered within
the Strategic Report on pages 8 to 87. This incorporates the
Chairman’s statement, Chief Executive and Chief Financial Officer’s
review, which include an indication of likely future developments.
Key performance indicators
Key performance indicators in relation to the Group’s activities are
continually reviewed by senior management and are presented on
page 23.
Dividends
An interim dividend of 8.9p per ordinary share was paid on
22 September 2023 and a second interim dividend for 2023 of 8.9p
per ordinary share was approved by the Board on 29 February
2024, making a total dividend payment of £113m for the 2023
full-year. The Board recognises the importance of dividends to
shareholders, the strength of the operational performance of the
business and our future prospects. The Board expects to continue
with its progressive dividend policy during 2024.
Corporate Governance
The Directors recognise the importance of corporate governance
and their associated report is set out on pages 88 to 139.
The information in that section is deemed to form part of this
Report and so fulfils the requirements of the corporate governance
statement for the purposes of DTR 7.2.1.
As a company quoted on the Premium Main Market of the London
Stock Exchange, the Company has adopted the 2018 UK Corporate
Governance Code (“Code”), as amended from time to time, and will
seek to comply with premium listed company norms to the extent
appropriate for the size and nature of the Company.
The Group is committed to prompt payment of customer cash-out
requests and maintains adequate cash reserves to cover customer
withdrawals and balances.
During the year we have significantly reduced our digital payout
and withdrawal timescales with payments typically being made to
customers in most markets within 12 hours of receiving a customer
instruction.
In the case of other creditors, it is the Group’s policy to agree terms
at the outset of a transaction and ensure compliance with such
agreed terms. In the event that an invoice is contested then the
Group informs the supplier without delay and seeks to settle the
dispute quickly.
Articles of Association
The Company’s Articles of Association may only be amended
by special resolution at a general meeting of shareholders.
Directors
The Directors of the Company who were in office during the year,
are disclosed on page 89.
The Company’s Articles of Association provide that any new
Director appointed by the Board during the year, having not been
previously elected by shareholders, may hold office only until the
next AGM, when that Director must retire and stand for election at
the meeting. The Articles also require one third of the Directors not
newly appointed since the last AGM to seek re-election.
In compliance with the recommendation of the Code, all Directors
will seek reappointment at the 2024 AGM, as they did in 2023.
Directors’ remuneration
The Executive Directors have Service Agreements and all the
Non-Executive Directors have Letters of Appointment and the
details of their key terms are set out in the Directors’ Remuneration
Report. Details of remuneration of each Director are provided in the
Remuneration Report on pages 113 to 137.
Powers of directors
Engagement with Employee Statements
This is discussed in the s172 Statement on pages 64 to 67, pages
96 to 97 and page 126.
Subject to company law and the Company’s articles, the Directors
may exercise all of the powers of the Company and may delegate
their power and discretion to Committees. The articles give the
Directors power to appoint and replace Directors.
Directors’ interests
This is reported in the Directors’ Remuneration Report on
pages 133 and 134 and provides details of the interests of each
Director, including details of current incentive schemes and long-
term incentive schemes, the interests of Directors in the share
capital of the Company and details of their share interests as at
31 December 2023.
Engagement with Stakeholder Statements
This is discussed in the s172 Statement on pages 64 to 67 and
pages 96 to 97.
Research and development
The Group’s research and development is focused on the
development and maintenance of the Entain platform and the
production of its product portfolio, including ARCTM. The Group will
continue to invest in research and development to ensure it remains
well positioned to deliver sustainable growth.
For further details on the Group’s strategic priorities, see the
Strategic Report.
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1 Overview14 Strategic report88 Governance146 Financial statements Directors’ Report
Conflicts of interest
Substantial shareholdings – Interests in voting rights
On appointment, each Director must notify the Company of their
external board appointments, other significant commitments
and any actual or potential conflicts of interest. Each Director is
required to disclose actual or potential conflicts of interests to the
Board and where actual or potential conflicts of interest arise, the
relevant Director does not receive Board papers and is excluded
from discussions and voting on the subject matter that gives rise
to the conflict. The Board has a policy to identify and manage
Directors’ conflicts or potential conflicts of interest.
Directors’ Indemnities
The Company has entered into deeds of indemnity with each
of the Directors, which comply with the Isle of Man Companies
Act 2006. These remain in force as at the date of this report.
Diversity
Entain remains committed to establishing a 40% female Board in
accordance with its own Board diversity policy and the external
target of 40% as laid out in the FTSE Women Leaders Review by
2025. With female representation on the Board at 33.3% as at the
date of this report, the Board notes that it has not met all of the
FCA board diversity targets laid out in the Listing Rules, however,
it has met the targets relating to senior Board positions and ethnic
diversity (see tables below).
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board#
Number
in executive
management*
Percentage
of executive
management*
Men
Women
6
3
66.6%
33.3%
3
1
6
2
75%
25%
As at 21 February 2024, the Company had been notified in
accordance with Chapter 5 of the Disclosure and Transparency
Rules of the following interests in the Company’s Shares:
Shareholder
Number of Shares
% of Issued Share
Capital & Total
Voting rights1
The Capital Group
Companies
Dodge & Cox
Blackrock Inc
Janus Henderson
Group plc
Eminence Capital,
LP
The Vanguard
Group, Inc
85,626,652
58,512,293
45,562,418
32,126,154
30,054,030
26,991,121
13.40%
9.16%
7.13%
5.03%
4.7%
4.23%
1. The Company had 638,799,891 ordinary shares in issue on 21 February 2024.
Use of financial instruments
The risk management objectives and policies of the Group are set
out within Note 25 of the financial statements.
Political donations
The Company did not make any political donations or incur any
political expenditure during 2023 (2022: Nil).
Insurance
The Company maintains a directors and officers’ liability insurance
policy in respect of any legal costs that may be incurred against
the Directors in dealing with any legal claims or investigations.
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board#
Number
in executive
management*
Percentage
of executive
management*
Annual General Meeting
The Company’s Annual General Meeting will be held on 24 April
2024 at etc. venues, 200 Aldersgate, London, EC1A 4HD.
8
89%
4
6
75%
Independent Auditors
White
British
or other
White
(including
minority-
White
Groups)
Asian/
Asian
British
1
11%
2
25%
#
*
Senior positions on the Board comprise of the Chairman, Chief Executive Officer,
Chief Financial Officer and Senior Independent Director.
For the purposes of the FCA disclosures, ‘executive management’ refers to the
Group’s executive committee, including the company secretary, but excluding
administrative and support staff.
Share capital
Details of the Company’s authorised and issued share capital,
together with details of the movement therein, are set out in
Note 28 to the financial statements. This includes the rights and
obligations attaching to shares and restrictions on the transfer
of shares.
KPMG LLP (“KPMG”) has expressed its willingness to continue
in office as auditor and a resolution to re-appoint KPMG will be
proposed at the forthcoming AGM.
So far as the Directors are aware, there is no relevant audit
information (as defined by Section 418 of the Companies Act 2006)
of which the Company’s auditors are unaware, and each Director
has taken all the steps that he or she ought to have taken as a
Director in order to make himself or herself aware of any relevant
audit information and to establish that the Company’s auditors are
aware of that information.
On behalf of the Board:
J M Barry Gibson
Chairman
Entain plc Annual Report 2023
139
1 Overview14 Strategic report88 Governance146 Financial statements 1
Overview
8
Strategic report
88 Governance
140 Financial statements
Financial
statements
140
Entain plc Annual Report 2023
In this section
141 Independent Auditor’s
Report
160 Consolidated income
statement
161 Consolidated statement
of comprehensive income
162 Consolidated
balance sheet
163 Consolidated statement
of changes in equity
164 Consolidated statement
of cash flows
165 Notes to the consolidated
financial statements
215 Company income
statement
216 Company balance sheet
217 Company statement of
changes in equity
218 Notes to the Company
financial statements
223 Glossary
224 Shareholder information
225 Corporate information
1. Our opinion is unmodified
In our opinion:
the financial statements of Entain plc give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
31 December 2023, and of the Group’s and of the Company’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards
Accounting Standards as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union;
the Parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS
101 Reduced Disclosure Framework; and
the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Isle of Man
Companies Act 2006.
What our opinion covers
We have audited the Group and Parent Company financial statements of Entain plc (“the Company”) for the year ended 31 December
2023 (FY23) included in the Annual Report, which comprise:
Group
Parent Company (Entain plc)
Consolidated income statement
Company income statement
Consolidated statement of comprehensive income
Company balance sheet
Consolidated balance sheet
Company statement of changes in equity
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes 1 to 19 to the Parent Company financial statements,
including the accounting policies in note 3
Notes 1 to 36 to the Group financial statements, including the
accounting policies in note 4.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for
our opinion. Our audit opinion and matters included in this report are consistent with those discussed and included in our reporting to the
Audit Committee (“AC”).
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed public interest entities.
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report Key Audit Matters
Vs FY22
Item
Revenue recognition from
online operations
çè
4.1
Complex accounting and
sensitivity to significant
assumptions relating to
the acquisitions of TAB
New Zealand and STS
Holdings S.A.
Recoverability of parent
Company’s investments
in subsidiaries
é
4.2
çè
4.3
2. Overview of our audit
Factors driving our
view of risks
Having taken due consideration of the current economic
environment and activity of the Group in the period, we
have identified an additional key audit matter relating to
acquisition accounting.
We consider the level of risk relating to revenue recognition
from online operations is stable compared to FY22 as the
company’s growth in the period has reduced compared to
previous periods. The Group has entered a number of new
territories in the period where there are online operations
but we do not consider the level of risk to be the same as
those that we have linked to our revenue key audit matter.
The Group’s reliance on complex IT systems for the
processing of revenue transactions relating to online
operations could result in incorrect reporting of revenue
from aggregated systematic calculation errors. In addition,
we identified a fraud risk related to possible manipulation
of revenue by manual journals.
The Group has undertaken several acquisitions in the
period. The transaction to acquire NZ Ent Limited (“TAB
New Zealand”) has a complex contingent consideration
arrangement and the variable contingent consideration is
sensitive to changes in key assumptions. The acquisition of
STS Holdings S.A. is significant in value and the purchase
price allocation is sensitive to changes in key assumptions.
Recoverability of investments in subsidiaries remains our
biggest focus in the audit of the parent Company, Entain
plc, due to their materiality in the context of the parent
Company financial statements.
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interaction
During the year, the AC met 5 times. KPMG are invited to attend all AC meetings and are provided with an
opportunity to meet with the AC in private sessions without the Executive Directors being present. For each Key
Audit Matter, we have set out communications with the AC in section 6, including matters that required particular
judgement for each.
The matters included in the Audit Committee Chair’s report on page 104 are materially consistent with our
observations of those meetings.
Total audit fee
Audit related fees
(including interim review)
Other services
Non-audit fee as a % of total
audit and audit related fee %
£3.6m
£0.5m
£0.2m
4.9%
Date first appointed
6 June 2018
Uninterrupted audit tenure
6 years
Next financial period
which requires a tender
Tenure of Group
engagement partner
Average tenure of
component signing partners
2028
3 years
2 years
Our independence
We have fulfilled our ethical responsibilities and remain
independent of the Group in accordance with UK ethical
requirements, including the FRC Ethical Standard as
applied to listed public interest entities.
Apart from the matter noted below, we have not
performed any non-audit services during the year ended
31 December 2023 or subsequently which are prohibited
by the FRC Ethical Standard.
We have identified that a KPMG member firm provided
access to an application to an entity that is part of a group
of companies acquired by the Group in August 2023.
Transition rules meant that continued provision of access
was not permitted beyond three months after acquisition
by the Group. Access to the application was terminated
at the end of January 2024. Therefore, a non-permitted
service was provided in late 2023 and January 2024.
The application assists entities with compliance with
disclosures relating to local taxation. The provision of this
service did not involve advocacy nor any management
decision making, and they had no impact on financial
statements. The fees were not significant to any party and
the entity involved is not in scope for the group audit.
In our professional judgment, we confirm that based on
our assessment of the breach, our integrity and objectivity
as auditor has not been compromised and we believe that
an objective, reasonable and informed third party would
conclude that the provision of this service would not impair
our integrity or objectivity for any of the impacted financial
years. The audit committee have concurred with this view.
We were first appointed as auditor by the shareholders
for the year ended 31 December 2018. The period of
total uninterrupted engagement is for the six financial
years ended 31 December 2023. These are the third
set of the Group’s financial statements signed by Mark
Flanagan. Previously Mark was a Key Partner involved in
the engagement, and therefore he is required to rotate off
after seven years of his involvement in the engagement.
Therefore, Mark will be required to rotate off after the
FY24 audit.
The average tenure of partners responsible for component
audits as set out in section 7 below is two years, with the
shortest being one and the longest being three.
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report Materiality
(item 6 below)
The scope of our work is influenced by our view of
materiality and our assessed risk of material misstatement.
We have determined overall materiality for the Group
financial statements as a whole at £45m (FY22: £40m)
and for the Parent Company financial statements as a
whole at £22m (FY22: £20m).
Consistent with FY22, we determined that revenue remains
the benchmark for the Group. We consider total revenue
to be the most appropriate benchmark as the Group is
still going through an acquisitive stage and BetMGM, the
Group’s joint venture continues to be in a start-up phase.
Because of BetMGM still being in a start-up phase, and
Entain recognising their share of the loss from joint ventures,
the Group as a whole, generated a loss before tax from
continuing operations in the period. Furthermore, total
revenue is seen as a key metric to users of the financial
statements, as demonstrated by the Group’s communications
to investors. As such, we based our Group materiality on
revenue, of which it represents 0.9% (FY22: 0.9%).
Materiality for the Parent Company financial statements was
determined with reference to a benchmark of Parent Company
total assets of which it represents 0.3% (FY22: 0.4%).
Group
GPM
HCM
PLC
LCM
45
40
33.75
36
30
30
22
22
20
20
AMPT
2.25
2.0
FY23 £m
FY22 £m
Group Group Materiality
GPM
HCM
PLC
LCM
AMPT Audit Misstatement Posting Threshold
Group Performance Materiality
Highest Component Materiality
Parent Company Materiality
Lowest Component Materiality
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Group scope
(item 7 below)
We have performed risk assessment and planning
procedures to determine which of the Group’s components
are likely to include risks of material misstatement to
the Group financial statements, the type of procedures
to be performed at these components and the extent of
involvement required from our component auditors around
the world.
Of the Group’s twenty (FY22: eleven) reporting
components, we subjected five (FY22: five) to full scope
audits for group purposes and two (FY22: none) to
specified risk-focused audit procedures. Specified risk-
focused procedures over revenue were performed on those
components as they were the next largest component,
which had grown at a quicker rate than the remainder of
the Group’s core markets which altered the risk profile of
the Group.
The group operates a centralised IT function that supports
IT processes for certain components. The IT function is
geographically spread across Hyderabad (India), Gibraltar,
Stratford (UK) and Vienna (Austria). The transactions
processed by these IT systems are included in the financial
information of the reporting components it services
and therefore it is not a separate reporting component.
This service centre is subject to specified risk-focused
audit procedures, predominantly the testing of the relevant
general IT control environment (“GITCs”) and automated IT
application controls.
The components within the scope of our work accounted
for the percentages illustrated opposite.
9%
In addition, we have performed Group level analysis on the
remaining components to determine whether further risks
of material misstatement exist in those components.
We consider the scope of our audit, as communicated to
the Audit Committee, to be an appropriate basis for our
audit opinion.
2022 Full scope audits
2022 Remaining components
2023 Specified risk-focused procedures
2023 Full scope audits
2023 Remaining components
1. Calculated by adding the Group’s share of revenue from its joint ventures
to the Group’s revenue figure
8%
4%
19%
81%
88%
Total profits and losses that made
up group profit before tax
3%
2%
98%
97%
Net assets
22%
17%
83%
69%
Revenue
19%
7%
15%
85%
74%
Revenue including share of
revenue from joint ventures1
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report The impact of
climate change
on our audit
We have considered the potential impacts of climate change on the financial statements as part of our planning
of the audit. The Group has set out its commitment to be carbon net zero by 2035 including a reduction in scope
1, 2 and 3 emissions by 2027. The Group’s business model does not include high polluting activities and further
information about the Group’s identified climate risks is provided in the “Task Force for Climate-related Financial
Disclosures Statement”.
As part of our risk assessment, KPMG have inquired with the Group’s head of ESG to understand the climate
change risks to the Group, the impact of their net zero commitment and what they have assessed the impact of
these are on the financial statements. We have also read meeting minutes of the Group’s ESG committee and
applied our knowledge of the Group and sector in which it operates to understand the extent of the potential
impact of climate change risks on the Group’s financial statements. Considering the nature of the Group’s assets
and liabilities and taking account the headroom on goodwill and indefinite life intangibles impairment testing,
there was no significant impact on our key audit matters or other key areas of our audit.
We have read the Group’s Task Force for Climate-Related Financial Disclosures in the front half of the annual
report and considered consistency with the financial statements and our audit knowledge.
3. Going concern, viability and principal risks and uncertainties
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent
Company or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means
that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
Going concern
We used our knowledge of the Group, its industry, and the general
economic environment to identify the inherent risks to its business model
and analysed how those risks might affect the Group’s and Company’s
financial resources or ability to continue operations over the going concern
period. The risks that we considered most likely to adversely affect the
Group’s and Company’s available financial resources and/or metrics
relevant to debt covenants over this period were:
The impact of a significant change in the Group’s gaming tax profile,
including changes in key geographies;
The impact of significant changes in the regulatory environment
affecting the Group’s ability to operate in certain territories; and
The impact of a cyber security failing affecting the Group’s operating
systems for a significant portion of the going concern period.
We also considered less predictable but realistic second order impacts,
such as the impact of the political changes, which could result in a rapid
reduction of available financial resources.
We considered whether these risks could plausibly affect the liquidity or
covenant compliance in the going concern period by comparing severe, but
plausible downside scenarios that could arise from these risks individually
and collectively against the level of available financial resources and
covenants indicated by the Group’s financial forecasts.
We assessed the completeness and accuracy of the going concern disclosure.
Accordingly, based on those procedures, we found the directors’ use of the
going concern basis of accounting without any material uncertainty for
the Group and Parent Company to be acceptable. However, as we cannot
predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable
at the time they were made, the above conclusions are not a guarantee
that the Group or the Parent Company will continue in operation.
Our conclusions
We consider that the directors’
use of the going concern basis
of accounting in the preparation
of the financial statements
is appropriate;
We have not identified, and
concur with the directors’
assessment that there is not,
a material uncertainty related
to events or conditions that,
individually or collectively, may
cast significant doubt on the
Group’s or Parent Company’s
ability to continue as a going
concern for the going concern
period; and
We have nothing material
to add or draw attention to
in relation to the directors’
statement in note 2 to
the consolidated financial
statements on the use of
the going concern basis of
accounting with no material
uncertainties that may cast
significant doubt over the Group
and Parent Company’s use of
that basis for the going concern
period, and we found the going
concern disclosure in note 2 to
be acceptable.
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We have nothing material to add
or draw attention to in relation to
these disclosures.
We have concluded that
these disclosures are
materially consistent with the
financial statements and our
audit knowledge.
Disclosures of
emerging and
principal risks
and longer-term
viability
Our responsibility
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the financial
statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
the directors’ confirmation within the Viability Statement on page 87
that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its
business model, future performance, solvency and liquidity;
the Principal Risks disclosures describing these risks and how emerging
risks are identified and explaining how they are being managed and
mitigated; and
the directors’ explanation in the Viability Statement of how they have
assessed the prospects of the Group, over what period they have done
so and why they considered that period to be appropriate, and their
statement as to whether they have a reasonable expectation that
the Group will be able to continue in operation and meet its liabilities
as they fall due over the period of their assessment, including any
related disclosures drawing attention to any necessary qualifications
or assumptions.
Our work is limited to assessing these matters in the context of only
the knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent events
may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to report
on these statements is not a guarantee as to the Group’s and Parent
Company’s longer-term viability.
4. Key audit matters
What we mean
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
including those which had the greatest effect on:
the overall audit strategy;
the allocation of resources in the audit; and
directing the efforts of the engagement team.
We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those
matters and our findings from those procedures in order that the Company’s members, as a body, may better understand the process
by which we arrived at our audit opinion. These matters were addressed, and our findings are based on procedures undertaken, for the
purpose of our audit of the financial statements as a whole. We do not provide a separate opinion on these matters.
4.1 Revenue from
online operations
(group)
Financial Statement Elements
Our assessment of risk vs FY22
Our findings
FY23
FY22
£3,366.6m
£2,998.5m
Revenue
from online
operations
çè
We consider the level of
risk relating to revenue
recognition from online
operations is stable
compared to FY22 as there
have been no significant
changes in the nature or
complexity of the online
operations.
FY23: Our testing identified no
errors in the recording of revenue
transactions for the revenue from
Online operations
FY22: No errors identified
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1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report 4.1 Revenue from
online operations
(group)
continued
Description of the
Key Audit Matter
Risk of data
processing error
Revenue streams are computed
and recorded on highly complex
IT systems that process a high
volume of low value transactions,
with the gaming and betting
platforms and customer
wallets (together “platform”)
being the key elements.
Aggregated systematic errors
in calculations could result in
incorrect reporting of revenue
from online operations.
Risk of fraud
We have identified a fraud
risk that revenue from online
operations could be manipulated
through manual journals in
order to inflate results or reach
bonus incentives.
Our response to the risk
Our procedures included:
Controls: For the Group’s in-house systems we utilised our own IT
auditors to assess the relevant IT systems and controls by:
Understanding the data flow in the online betting environment by
observing bets placed from the customer-facing systems and tracing
the transactions to the platform, and then from the data warehouse
(storage) to the financial information systems (accounting records)
to assess whether the information is passed appropriately from one
system to another;
Testing operating effectiveness of relevant general IT controls
(“GITCs”) including access to programs and data and program change
– specifically evaluating account set-up and termination of users,
password restrictions, users with privileged access and program
change controls;
Assessing the impact of GITCs deficiencies and performing additional
audit procedures as needed, for example where unauthorised users
were identified, we tested whether those users had inappropriately
accessed the system;
Testing automated controls around wallet deposits/ withdrawals,
placing and settlement of bets, and calculation of revenue through
placing test bets.
Tests of details (tracing and vouching): We assessed the
appropriateness of revenue by performing the following:
To address the identified risks, including the fraud risk, comparing
the cash movements in the customer wallets in aggregate to revenue
recognised from online operations throughout the period. As part of
this comparison, for the cash movements relating to the Payment
Service Provider (“PSP”) receivable, we obtained a summary of
movements for the year and agreed a sample of non-customer
cash movements to external documentation, for example funding,
settlements and charges to either PSP or bank statements. For other
material reconciling items between the cash movements and the
revenue recognised, we critically assessed the appropriateness of
these items and, where relevant, obtained supporting documentation.
Communications with the Entain plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of revenue from Online operations including details of our planned substantive
procedures and the extent of our control reliance;
Discussions on the effectiveness of the general IT environment.
Areas of particular auditor judgement
We did not identify any areas of particular auditor judgement in relation to this key audit matter.
Our findings
We assessed the impact of identified control deficiencies and considered the effect on our substantive
testing. Based on the control mitigation testing that we performed, we were not required to significantly
expand the extent of our planned detailed testing. Our testing identified no errors in the recording of
revenue transactions for the revenues from online operations (FY22: No errors identified).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 104 for details on how the Audit
Committee considered the revenue from online operations.
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accounting
and sensitivity
to significant
assumptions
relating to the
acquisiton of tab
new zealand and
sts holdings s.A.
Financial Statement Elements
Our assessment of risk vs FY22
Our findings
FY23: Balanced
FY22: New key audit matter
FY23
FY22
£374.1m
£nil
£401.3m
£nil
é
£1,112.1m
£nil
The Group has undertaken
several acquisitions in the
period. The transaction to
acquire TAB New Zealand
has a complex contingent
consideration arrangement
and large variable
contingent consideration
is sensitive to changes
in key assumptions. The
acquisition of STS Holdings
S.A. is significant in value
the purchase price allocation
is sensitive to changes in key
assumptions.
Goodwill –
arising from
the acquisition
of STS Holding
S.A.
Intangible
assets –
arising from
the acquisition
of STS Holding
S.A
Deferred and
contingent
consideration
recognised on
the acquisition
of TAB New
Zealand
Description of the Key Audit Matter
Our response to the risk
Complexity and sensitivity
TAB New Zealand
The recognition of the contingent consideration paid
to the New Zealand government, being the owner of
the TAB New Zealand brand, results in a significant
judgement as to whether this forms part of the
consideration payable as these are ongoing payments
made to the former owner who will continue to provide
a regulatory framework.
Additionally, the contingent consideration that will be
paid over the 25-year period is sensitive to changes
in key assumptions including revenue growth, costs
associated with revenue as defined by the share
purchase agreement (‘SPA’) and WACC.
We performed the tests below rather than seeking
to rely on any of the Company’s controls because the
nature of the balances is such that we would expect
to obtain audit evidence primarily through the detailed
procedures described.
TAB New Zealand
Tests of details: For TAB New Zealand we have
critically assessed the SPA by reading the agreement
and understanding the business including the
involvement with the New Zealand government to
assess whether the variable contingent consideration
payable to the New Zealand government forms
part of consideration in accordance with ‘IFRS 3
Business Combinations’.
We have benchmarked the director’s key assumptions
which have been applied in determining the fair value
of variable contingent consideration at acquisitions
against our knowledge of historical acquisitions and
third-party market data. The key assumptions are
revenue growth rates, adjusted gross profit margin
and discount rate.
Our valuation expertise: Involving our own valuation
professional with specialised skills and knowledge,
who assisted in independently developing a range of
post-tax discount rates using publicly available market
data for comparable companies and comparing these
rates to those utilised by management to assess
their reasonableness.
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STS Holdings S.A.
STS Holdings S.A.
The valuation of intangible assets involves significant
judgement as it requires management’s use of
assumptions including revenue growth, customer
churn rates and the application of a discount rate that
is reflective of the risks of the business.
Tests of details: We assessed the director’s
calculation of the valuation of intangible assets for
STS Holdings S.A. by benchmarking their assumptions
against our knowledge of historical acquisitions
and third-party market data. The key assumptions
considered for STS Holdings S.A. were projected
revenue, long-term growth rates, customer churn and
post-tax discount rates.
We assessed the reasonableness of the cash flows
used in valuation models by benchmarking the key
assumptions adopted against our knowledge of
historical acquisitions and third-party market data;
We challenged management by considering
the rationale for the business combination and
comparing the expected synergies to the amount of
residual goodwill in the context of consideration and
the fair value adjustments applied;
Developed our own independent range of post-tax
discount rates using publicly available market data
for comparable companies and comparing these
rates to those utilised by management to assess
their reasonableness.
TAB New Zealand and STS Holdings S.A.
Assessing valuer’s credentials: We assessed
the competence and objectivity of the third-party
valuation experts engaged by the Group; and
Assessing transparency: Assessing whether the
Group’s disclosures detail the key estimates and
sensitivities including any impact of reasonably
possible changes to key assumptions with regard
to the goodwill, intangible assets and contingent
consideration arising from the acquisitions.
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Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of acquisition accounting for TAB New Zealand and STS Holdings S.A.
including details of our planned substantive procedures and the extent of our control reliance;
Our results relating to the audit of acquisition accounting for TAB New Zealand and STS Holdings
S.A. including our conclusion in relation to the estimates that management have made for calculating
intangible assets.
Areas of particular auditor judgement
The areas of particular audit judgement for the TAB New Zealand acquisition was the treatment of contingent
consideration and key assumptions adopted.
For the STS Holdings S.A. acquisition, auditor judgement was exercised relating to the key assumptions used by
the Group.
Our findings
We found that management had appropriately included all components of consideration in determining the
total consideration for the acquisition of TAB New Zealand. In addition, we deemed the assumptions used by
management in the calculation of contingent consideration to be balanced.
For the STS Holdings S.A. acquisition, we deemed the assumptions used by the Group in the calculation of the
goodwill and intangible assets for STS to be balanced. (FY22: Not applicable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 104 for details on how the Audit
Committee considered the complex accounting and sensitivity to significant assumptions relating to the acquisition of TAB New Zealand
and STS Holdings S.A.
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of parent
company’s
invesments in
subsidiaries (parent
company)
Financial Statement Elements
Our assessment of risk vs FY22
Our findings
FY23
FY22
Investments
in
subsidiaries
£5,635.2m
£4,845.6m
çè
We have not identified any
significant changes to our
assessment of the level of
risk relating to recoverability
of parent company’s
investments in subsidiaries
compared to FY22.
FY23: Balanced
FY22: Balanced
Description of the Key Audit Matter
Our response to the risk
Low risk, high value
The carrying amount of the parent Company’s
investments in subsidiaries represents 89%
(FY22: 85%) of the parent Company’s total assets.
Their recoverability is not at a high risk of significant
misstatement or subject to significant judgement.
However, due to their materiality in the context of
the parent Company financial statements, this is
considered to be the area that had the greatest effect
on our overall parent Company audit.
We performed the tests below rather than seeking
to rely on any of the Company’s controls because the
nature of the balances is such that we would expect
to obtain audit evidence primarily through the detailed
procedures described.
Our procedures included:
We compared the carrying amount of investments
in subsidiaries with the relevant subsidiaries’ draft
balance sheets to identify whether their net assets,
being an approximation of the minimum recoverable
amount of the related investments and amounts
owed by subsidiary undertakings, were in excess of
their carrying amount.
Communications with the Entain plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
Our approach to the audit of investments in subsidiaries, including details of our planned substantive
procedures, and that we would not seek to place reliance on controls.
Our conclusion on the procedures performed.
Areas of particular auditor judgement
We did not identify any areas of particular auditor judgement in relation to this key audit matter.
Our findings
We found the company’s conclusion that there is no impairment of investments in subsidiaries to be balanced.
(FY22: balanced).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 104 for details on how the Audit
Committee considered the recoverability of parent company’s investments in subsidiaries.
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5. Our ability to detect irregularities, and our response
Fraud – identifying and responding to risks of material misstatement due to fraud
Fraud risk
assessment
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that
could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk
assessment procedures included:
Enquiring of directors, the audit committee, internal audit and inspection of policy documentation as to the
Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function,
and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual,
suspected or alleged fraud.
Reading Board, audit committee, and remuneration committee minutes.
Considering remuneration incentive schemes and performance targets for directors and how these are
impacted by separately disclosed items.
Using analytical procedures to identify any unusual or unexpected relationships.
Our forensic specialists assisted us in identifying key fraud risks. This included holding a discussion with the
engagement partner and team and assisting with designing relevant audit procedures to respond to the
identified fraud risks.
Risk
communications
Fraud risks
We communicated identified fraud risks throughout the audit team and remained alert to any indications of
fraud throughout the audit. This included communication from the Group audit team to full scope component
audit teams of relevant fraud risks identified at the Group level and request to full scope component audit teams
to report to the Group audit team any instances of fraud that could give rise to a material misstatement at the
Group level.
As required by auditing standards, and taking into account possible pressures to meet profit targets and bonus
incentives, we perform procedures to address the risk of management override of controls and the risk of
fraudulent revenue recognition, in particular the risk that revenue from the Group’s online operations is at risk
of being overstated due to manual manipulation, that management may be in a position to make inappropriate
accounting entries, and the risk of bias in accounting estimates and judgements such as accounting for
acquisitions and the recognition of intangible assets, provisions for impairment and pension assumptions.
We did not identify any additional fraud risks.
Link to KAMS
Further detail in respect of online revenue recognition is set out in the key audit matter disclosure in section 4.1
of this report.
Procedures to
address fraud risks
We also performed procedures including:
Identifying journal entries and other adjustments to test for all full scope components based on high
risk criteria for each component and comparing the identified entries to supporting documentation.
These included: postings between unusual accounts for revenue, cash and assets; entries without a
description or with a description of senior management; unexpected entries that credit adjusted EBTIDA and
debit other areas of the income statement; and entries by users who seldom post journals.
Evaluated the business purpose of significant unusual transactions.
Assessing whether significant accounting estimates are indicative of a potential bias.
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1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report Laws and regulations – identifying and responding to risks of material misstatement relating to compliance with laws
and regulations
Laws and
regulations risk
assessment
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
financial statements from our general commercial and sector experience, inspection of industry publications
and through discussion with the Directors and other management (as required by auditing standards), and
from inspection of the Group’s regulatory and legal correspondence and discussed with the directors and other
management the policies and procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment
including the entity’s procedures for complying with regulatory requirements.
Risk
communications
We communicated identified laws and regulations throughout our team and remained alert to any indications
of non-compliance throughout the audit. This included communication from the Group audit team to full-scope
component audit teams of relevant laws and regulations identified at the Group level, and a request for full
scope component auditors to report to the Group audit team any instances of non-compliance with laws and
regulations that could give rise to a material misstatement at the Group level.
Direct laws
context and link to
audit
Most significant
indirect law/
regulation areas
Context
Context of the
ability of the audit
to detect fraud or
breaches of law or
regulation
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including
financial reporting legislation (including related companies legislation), and taxation legislation and we assessed
the extent of compliance with these laws and regulations as part of our procedures on the related financial
statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures in the financial statements, for instance through the
imposition of fines or litigation or the loss of the Group’s licence to operate. We identified the following areas
as those most likely to have such an effect: anti-bribery and corruption, recognising the nature of the Group’s
operations, betting and gaming regulation and responsible gaming legislation across all of the territories where
the Group generates material revenues.
For the matters discussed in note 33 we assessed disclosures against our understanding from inspection of
correspondence received by the entity and inquiries with external legal counsel.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and
regulations to enquiry of the directors and other management and inspection of regulatory and legal
correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we have properly planned and performed our
audit in accordance with auditing standards. For example, the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the financial statements, the less likely the inherently
limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit
procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance
or fraud and cannot be expected to detect non-compliance with all laws and regulations.
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The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative
considerations to help us determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the
effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.
£45m
(FY22: £40m)
Materiality for
the group financial
statements as
a whole
What we mean
A quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at £45m (FY22: £40m). This was determined
with reference to a benchmark of Group revenue.
Consistent with FY22, we determined that revenue remains the benchmark for the Group. We consider total
revenue to be the most appropriate benchmark as the Group is still going through an acquisitive stage and
BetMGM, the Group’s joint venture continues to be in a start-up phase. Because of BetMGM still being in a start-
up phase, and Entain recognising their share of the loss from joint ventures the Group, as a whole, generates
a loss before tax from continuing operations in the period. Furthermore, total revenue is seen as a key metric
to users of the financial statements, as demonstrated by the Group’s communications to investors. Our Group
materiality of £45m was determined by applying a percentage to the Group revenue. When using a benchmark
of revenue to determine overall materiality, KPMG’s approach for listed entities considers a guideline range 0.5%
– 1.0 % of the measure. In setting overall Group materiality, we applied a percentage of 0.9% (FY22: 0.9%) to
the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £22.5m (FY22: £20m),
determined with reference to a benchmark of Parent Company total assets, of which it represents 0.3%
(FY22: 0.4%).
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material amount across the financial statements as
a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY22: 75%) of materiality for Entain plc Group
financial statements as a whole to be appropriate.
The Parent Company performance materiality was set at £16.5m (FY22: £15m), which equates to 75%
(FY22: 75%) of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality because we did not identify any
factors indicating an elevated level of risk.
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative
point of view. We may become aware of misstatements below this threshold which could alter the nature,
timing and scope of our audit procedures, for example if we identify smaller misstatements which are indicators
of fraud.
This is also the amount above which all misstatements identified are communicated to Entain plc’s
Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY22: 5%) of our materiality for the Group financial
statements. We also report to the Audit Committee any other identified misstatements that warrant reporting on
qualitative grounds.
£33.75m
(FY22: £30m)
Performance
materiality
£2.25m
(FY22: £2.0m)
Audit
misstatement
posting threshold
The overall materiality for the Group financial statements of £45m (FY22: £40m) compares to the below amounts as follows:
Total Group Revenue
Group (loss)/profit before tax
from continuing operations
Total Group Assets
FY23
FY22
FY23
FY22
FY23
FY22
Amount
£4,769.6m
£4,296.9m
(£842.6)m
£102.9m £10,850.6m
£8,740.1m
Group Materiality as % of amount
0.9%
0.9%
(5.3%)
38.9%
0.4%
0.5%
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Group scope
What we mean
How the Group audit team determined the procedures to be performed across the Group.
Of the Group’s twenty (FY22: eleven) reporting components, we subjected five (FY22: five) to full scope audits
for group purposes and two (FY22: none) to specified risk-focused audit procedures. In order to determine the
work performed at the reporting component level, we identified those components which we considered to be
of individual financial significance, those which were significant due to risk and those remaining components on
which we required procedures to be performed to provide us with the evidence we required in order to conclude
on the group financial statements as a whole.
We determined individually financially significant components as those contributing at least 10% (FY22: 10%)
of total profits and losses that made up group profit/(loss) before tax from continuing operations or group
revenue. We selected revenue and profit/(loss) before tax from continuing operations because these are the
most representative of the relative size of the components. We identified four (FY22: four) components as
individually financially significant components and performed full scope audits on these components. In addition,
we identified two components (FY22: none) as being subject to specified risk-focused. Specified risk-focused
procedures over revenue were performed on these components as they are the next largest component, which
had grown at a quicker rate than the remainder of the Group’s core markets which altered the risk profile of
the Group.
We have also considered one component (FY22: one), which is a joint venture, to be significant due to significant
risk of material misstatement affecting the group financial statements and performed a full scope audit of this
component (FY22: full scope audit). Whilst it does not contribute to the Group’s revenue metrics, its revenues
are considered to be of significant importance to the Group therefore we considered it to be significant due to
significant risk of material misstatement in the current year.
The group operates a centralised IT function that supports IT processes for certain components. The IT
function is geographically spread across Hyderabad (India), Gibraltar, Stratford (UK) and Vienna (Austria).
The transactions processed by these IT system are included in the financial information of the reporting
components it services and therefore it is not a separate reporting component. This service centre is subject to
specified risk-focused audit procedures, predominantly the testing of the relevant general IT control environment
(“GITCs”) and automated IT application controls.
Scope
Full scope audit
Number of
components
Range of materiality applied
5 (FY22: 5) £18.8m – £36m (FY22: £20m – £30m)
The components within the scope of our work accounted for the following percentages of the group’s results:
78% group revenue (FY22: 83%), 81% Revenue including share of revenue from joint ventures (FY22: 85%), 92%
total profits and losses that made up group loss before tax from continuing operations (FY22: 81%) and 97%
group net assets (FY22: 98%).
The Group team instructed component auditors on the scope of their work including specifying minimum
procedures to perform in their audit of revenue and management override of controls. The Group team approved
the component materialities, as detailed in the table above, having regard to the mix of size and risk profile of the
Group across the components.
For the residual components, we performed analysis at an aggregated group level to re-examine our
assessment that there were no significant risks of material misstatement within these.
The Group audit team has also performed audit procedures on the following areas of behalf of the components:
Items excluded from underlying Group PBTCO;
Direct tax excluding Australia and US;
Right of use assets and liabilities; and
Share based payments.
These items were audited by the Group team because they are managed centrally by the Group finance team.
We were able to rely upon the Group’s internal control over financial reporting in several areas of our audit,
where our controls testing supported this approach, which enabled us to reduce the scope of our substantive
audit work; in the other areas the scope of the audit work performed was fully substantive.
The parent company audit was completed by the Group audit team. All of the other components subject to a full
scope audit were completed by component audit teams.
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oversight
What we mean
The extent of the Group audit team’s involvement in component audits.
In working with component auditors, we:
Held planning calls with component audit teams to discuss the significant areas of the audit relevant to the
components, including the key audit matter in respect of revenue from online operations.
Issued group audit instructions to component auditors on the scope of their work, including specifying the
minimum procedures to perform in their audit of revenue and management override of controls.
Visited five components in-person as the audit progressed to understand and challenge the audit approach
and organised video conferences with the partners and directors of the Group and component audit teams
throughout the key audit stages. At these visits and video conferences, the findings reported to the Group
team were discussed in more detail, and any further work required by the Group team was then performed by
the component audit teams.
Inspected component audit teams’ key workpapers, with a particular focus on the component’s work on
revenue from online operations and risk of management override of controls to ensure appropriateness of
documentation and conclusions reached.
Entain plc Annual Report 2023
157
1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report 8. Other information in the annual report
The directors are responsible for the other information presented in the Annual Report together with the financial statements.
Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or,
except as explicitly stated below, any form of assurance conclusion thereon.
All other information
Our responsibility
Our reporting
Our responsibility is to read the other information and, in doing so, consider whether, based
on our financial statements audit work, the information therein is materially misstated or
inconsistent with the financial statements or our audit knowledge.
Based solely on that work we have not
identified material misstatements or
inconsistencies in the other information.
Directors’ remuneration report
Our responsibility
Our reporting
In addition to our audit of the financial statements, the Directors have engaged us to audit
the information in the Directors’ Remuneration Report that is described as having been
audited, which the Directors have decided to prepare as if the Company was required to
comply with the requirements of Schedule 8 to The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (SI 2008 No. 410) made under the
UK Companies Act 2006.
In our opinion the part of the Directors’
Remuneration Report to be audited has
been properly prepared in accordance
with the UK Companies Act 2006,
as if those requirements applied to
the Company.
Under the terms of our engagement, we are also required to report to you if, in our opinion,
the part of the Directors’ Remuneration Report which we were engaged to audit is not in
agreement with the accounting records and returns.
We have nothing to report in
these respects.
Corporate governance disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the financial statements and our audit knowledge, and:
the directors’ statement that they consider that the annual report and financial
statements taken as a whole is fair, balanced and understandable, and provides the
information necessary for shareholders to assess the Group’s position and performance,
business model and strategy;
the section of the annual report describing the work of the Audit Committee, including
the significant issues that the Audit Committee considered in relation to the financial
statements, and how these issues were addressed; and
the section of the annual report that describes the review of the effectiveness of the
Group’s risk management and internal control systems.
Our reporting
Based on those procedures, we have
concluded that each of these disclosures
is materially consistent with the financial
statements and our audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to
the Group’s compliance with the provisions of the UK Corporate Governance Code specified
by the Listing Rules for our review.
We have nothing to report in this respect.
158
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report 9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 81, the directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and
Transparency Rule (“DTR”) 4.1.1.7R and 4.1.18R This auditor’s report provides no assurance over whether the annual financial report has
been prepared in accordance with that format.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Section 80(c) of the Isle of Man Companies Act
2006 and the terms of our engagement by the Company. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report, and the further matters we are required to state to them in
accordance with the terms agreed with the Company, and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or
for the opinions we have formed.
Mark Flanagan
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants and Recognised Auditors
EastWest
Tollhouse Hill
Nottingham
NG1 5FS
7 March 2024
Entain plc Annual Report 2023
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1 Overview8 Strategic report88 Governance140 Financial statementsIndependent Auditor’s Report Consolidated
income statement
for the year ended
31 December 2023
2023
Separately
disclosed
items
(Note 6)
£m
–
–
–
–
–
Total
£m
Underlying
items
£m
4,833.1
4,348.9
(63.5)
(52.0)
4,769.6
4,296.9
(1,862.6)
(1,582.2)
2,907.0
2,714.7
2022
Separately
disclosed
items
(Note 6)
£m
–
–
–
–
–
Total
£m
4,348.9
(52.0)
4,296.9
(1,582.2)
2,714.7
Underlying
items
£m
Notes
Net Gaming Revenue
VAT/GST
Revenue
Cost of sales
Gross profit
Administrative costs
Contribution
5
7
7
4,833.1
(63.5)
4,769.6
(1,862.6)
2,907.0
(2,222.3)
(1,286.5)
(3,508.8)
(1,978.8)
(213.2)
(2,192.0)
2,279.4
–
2,279.4
2,128.9
–
2,128.9
Administrative costs excluding marketing
(1,594.7)
(1,286.5)
(2,881.2)
(1,393.0)
(213.2)
(1,606.2)
Group operating profit/(loss) before share
of results from joint ventures and associates
684.7
(1,286.5)
(601.8)
735.9
(213.2)
Share of results from joint ventures and associates
16,17
(42.9)
–
(42.9)
(194.1)
Group operating profit/(loss)
641.8
(1,286.5)
Finance expense
Finance income
(Losses)/gains arising from change in fair value
of financial instruments
Gains/(losses) arising from foreign exchange
on debt instruments
Profit/(loss) before tax
Income tax
8
8
8
8
(241.8)
12.4
(90.6)
123.1
444.9
(644.7)
(242.8)
12.4
541.8
(89.0)
4.3
(90.6)
(23.1)
123.1
(112.2)
(1.0)
–
–
–
Profit/(loss) from continuing operations
339.1
(1,217.8)
(878.7)
–
(213.2)
(5.7)
–
–
–
(218.9)
27.9
(191.0)
(13.4)
(204.4)
522.7
(194.1)
328.6
(94.7)
4.3
(23.1)
(112.2)
102.9
(70.0)
32.9
(13.4)
19.5
24.2
(4.7)
19.5
6.4p
4.1p
6.3p
4.1p
10
(105.8)
69.7
(36.1)
(1,287.5)
(842.6)
321.8
(97.9)
223.9
21
–
(57.8)
(57.8)
–
339.1
(1,275.6)
(936.5)
223.9
304.1
35.0
339.1
44.3p1
44.3p1
44.2p1
44.2p1
12
12
(1,232.7)
(928.6)
225.6
(201.4)
(42.9)
(7.9)
(1.7)
(3.0)
(1,275.6)
(936.5)
223.9
(204.4)
(141.4p)
(150.7p)
(141.4p)
(150.7p)
60.9p1
60.9p1
60.5p1
60.5p1
Loss for the year from discontinued operations
after tax
Profit/(loss) for the year
Attributable to:
Equity holders of the parent
Non-controlling interests
Earnings per share on profit/(loss) for the year
from continuing operations
From profit/(loss) for the year
Diluted earnings per share on profit/(loss) for the year
from continuing operations
From profit/(loss) for the year
Memo
EBITDA
Share-based payments
Depreciation, amortisation and impairment
Share of results from joint ventures and associates
1,007.9
(742.9)
265.0
(21.7)
(301.5)
(42.9)
–
(21.7)
(543.6)
(845.1)
–
(42.9)
993.2
(19.2)
(238.1)
(194.1)
(89.3)
903.9
–
(123.9)
–
(19.2)
(362.0)
(194.1)
Group operating profit/(loss)
641.8
(1,286.5)
(644.7)
541.8
(213.2)
328.6
1. The calculation of underlying earnings per share has been adjusted for separately disclosed items, and for the removal of foreign exchange volatility arising on financial
instruments as it provides a better understanding of the underlying performance of the Group. See Note 12 for further details.
The notes on pages 165 to 214 form an integral part of these consolidated financial statements.
160
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements (Loss)/profit for the year
Other comprehensive (expense)/income:
Items that may be reclassified to profit or loss:
Currency differences on translation of foreign operations
Total items that may be reclassified to profit or loss
Items that will not be reclassified to profit or loss:
Re-measurement of defined benefit pension scheme
Tax on re-measurement of defined benefit pension scheme
Surplus/(deficit) on revaluation of other investment
Share of associate other comprehensive expense
Total items that will not be reclassified to profit or loss
Other comprehensive (expense)/income for the year, net of tax
Total comprehensive (expense)/income for the year
Attributable to:
Equity holders of the parent
Non-controlling interests
The notes on pages 165 to 214 form an integral part of these consolidated financial statements.
Consolidated statement
of comprehensive income
for the year ended
31 December 2023
Notes
2023
£m
(936.5)
2022
£m
19.5
(83.5)
(83.5)
182.9
182.9
30
10
17
17
(3.7)
1.3
1.1
(1.1)
(2.4)
(85.9)
(1,022.4)
(1,020.8)
(1.6)
(24.7)
8.6
(2.6)
(18.7)
164.2
183.7
182.3
1.4
Entain plc Annual Report 2023
161
1 Overview8 Strategic report88 Governance140 Financial statements (Company number 4685V)
Assets
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Interest in joint venture
Interest in associates and other investments
Trade and other receivables
Other financial assets
Deferred tax assets
Retirement benefit asset
Current assets
Trade and other receivables
Income and other taxes recoverable
Derivative financial instruments
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade and other payables
Balances with customers
Lease liabilities
Interest-bearing loans and borrowings
Corporate tax liabilities
Provisions
Derivative financial instruments
Deferred and contingent consideration and other financial liabilities
Non-current liabilities
Trade and other payables
Interest-bearing loans and borrowings
Lease liabilities
Deferred tax liabilities
Provisions
Deferred and contingent consideration and other financial liabilities
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Merger reserve
Translation reserve
Retained earnings
Equity shareholders’ funds
Non-controlling interests
Total shareholders’ equity
Consolidated
balance sheet
for the year ended
31 December 2023
Notes
2023
£m
2022
Restated
(Note 32)
£m
13
13
15
16
17
18
26
10
30
18
26
19
20
27
22
23
24
26
26
20
23
22
10
24
26
28
35
4,716.0
3,960.1
533.4
–
47.1
31.8
–
493.2
61.8
9,843.4
503.2
71.5
31.9
400.6
1,007.2
3,980.9
2,676.2
507.2
–
53.5
38.6
0.2
157.3
63.8
7,477.7
500.3
30.7
72.9
658.5
1,262.4
10,850.6
8,740.1
(878.6)
(196.8)
(65.7)
(319.2)
(48.6)
(20.9)
(117.5)
(157.0)
(1,804.3)
(433.8)
(3,038.8)
(210.2)
(825.1)
(4.2)
(1,741.5)
(6,253.6)
(720.0)
(200.5)
(65.1)
(424.9)
(45.3)
(20.6)
(79.2)
(208.8)
(1,764.4)
–
(2,689.1)
(215.8)
(495.4)
(5.4)
(253.4)
(3,659.1)
(8,057.9)
2,792.7
(5,423.5)
3,316.6
5.2
1,796.7
2,527.4
150.4
(2,211.7)
2,268.0
524.7
2,792.7
4.8
1,207.3
2,527.4
240.2
(846.9)
3,132.8
183.8
3,316.6
The financial statements on pages 160 to 214 were approved by the Board of Directors on 7 March 2024 and signed on its behalf by
S David
Interim Chief Executive Officer
R Wood
Deputy Chief Executive Officer/Chief Financial Officer
162
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Consolidated statement
of changes in equity
for the year ended
31 December 2023
Issued
share
capital
£m
Share
premium
£m
Merger
reserve
£m
Translation
reserve1
£m
4.8
1,207.3
2,527.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
63.4
–
176.8
176.8
–
–
–
–
–
Retained
earnings
£m
Equity
shareholders’
funds
£m
(635.8)
3,167.1
24.2
24.2
(18.7)
5.5
18.3
–
158.1
182.3
18.3
–
Non-
controlling
interests
(Note 35)
£m
Total
shareholders’
equity
£m
1.4
(4.7)
6.1
1.4
–
178.9
3,168.5
19.5
164.2
183.7
18.3
178.9
(181.2)
(181.2)
–
(181.2)
(3.7)
(50.0)
(3.7)
(50.0)
2.1
–
(1.6)
(50.0)
4.8
1,207.3
2,527.4
240.2
(846.9)
3,132.8
183.8
3,316.6
4.8
1,207.3
2,527.4
240.2
(846.9)
3,132.8
183.8
3,316.6
–
(928.6)
(928.6)
(7.9)
(936.5)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(89.8)
(89.8)
(2.4)
(92.2)
(931.0)
(1,020.8)
–
23.6
–
589.8
23.6
–
6.3
(1.6)
–
–
354.0
(85.9)
(1,022.4)
589.8
23.6
354.0
(350.5)
(350.5)
–
(350.5)
–
–
(106.9)
(106.9)
(4.1)
(7.4)
(4.1)
(114.3)
–
–
–
–
–
–
At 1 January 2022
Profit for the year
Other comprehensive income/
(expense)
Total comprehensive income
Share-based payments charge
Business combinations
Recognition of put liability
Purchase of non-controlling interests
(Note 35)
Equity dividends (Note 11)
At 31 December 2022
At 1 January 2023
Loss for the year
Other comprehensive income/
(expense)
Total comprehensive income
Share-based payments charge
Business combinations (Note 32)
Recognition of put option liability
Purchase of non-controlling interests
(Note 35)
Equity dividends (Note 11)
At 31 December 2023
Issue of shares (Note 28)
0.4
589.4
5.2
1,796.7
2,527.4
150.4
(2,211.7)
2,268.0
524.7
2,792.7
1. The translation reserve is used to record exchange differences arising from the translation of the financial statements of subsidiaries with non-sterling functional currencies.
The notes on pages 165 to 214 form an integral part of these consolidated financial statements.
Entain plc Annual Report 2023
163
1 Overview8 Strategic report88 Governance140 Financial statements
Cash generated by operations
Income taxes paid
Net finance expense paid
Net cash generated from operating activities
Cash flows from investing activities:
Acquisitions1
Cash acquired on business combinations
Dividends received from associates
Purchase of intangible assets
Purchase of property, plant and equipment
Proceeds from the sale of property, plant and equipment including disposal of shops
Purchase of investments in associates and other investments
Investment in joint ventures
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issue of ordinary shares
Net proceeds from borrowings
Repayment of borrowings
Repayment of borrowings on acquisition
Subscription of funds from non-controlling interests
Settlement of derivative financial instruments
Settlement of other financial liabilities
Payment of lease liabilities
Dividends paid to shareholders
Dividends paid to non-controlling interests
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Effect of changes in foreign exchange rates
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Consolidated statement
of cash flows
for the year ended
31 December 2023
Notes
29
2023
£m
810.0
(137.3)
(224.6)
448.1
2022
£m
846.9
(106.1)
(100.6)
640.2
(1,315.4)
(738.6)
87.9
9.6
(191.5)
(69.1)
0.7
(3.1)
(40.7)
29.9
3.6
(129.9)
(82.1)
–
–
(175.1)
(1,521.6)
(1,092.2)
589.8
1,780.3
(1,419.2)
(9.4)
350.5
(13.2)
(266.7)
(68.5)
(106.9)
(7.4)
829.3
(244.2)
(13.7)
658.5
400.6
–
838.4
(109.0)
(162.8)
174.3
41.6
(32.9)
(83.0)
(50.0)
–
616.6
164.6
6.8
487.1
658.5
1. Included within cash flows from acquisitions is £5.4m relating to the purchase of minority holdings in STS Holdings SA (2022: £1.7m relating to the purchase of minority holdings
in Scout Gaming AB and Global Gaming Limited).
The notes on pages 165 to 214 form an integral part of these consolidated financial statements.
164
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements 1 Corporate information
Entain plc (“the Company”) is a company incorporated and domiciled in the Isle of Man on 5 January 2010 whose shares are traded
publicly on the London Stock Exchange. The principal activities of the Company and its subsidiaries (“the Group”) are described in the
strategic report. The consolidated financial statements of the Group for the year ended 31 December 2023 were authorised for issue in
accordance with a resolution of the Directors on 7 March 2024.
The nature of the Group’s operations and its principal activities are set out in Note 5.
2 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards
adopted pursuant to Regulation (EC) No 1606/2002 as it applies to the European Union and in accordance with the requirements of the
Isle of Man Companies Act 2006 applicable to companies reporting under IFRSs. The accounting policies set out in this section as detailed
have been applied consistently year on year other than for the changes in accounting policies set out in Note 3.
The consolidated financial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place
except where otherwise indicated. The separately disclosed items have been included within the appropriate classifications in the
consolidated income statement. Further details are given in Note 6.
Going concern
In adopting the going concern basis of preparation in the financial statements, the Directors have considered the current trading
performance of the Group, the financial forecasts and the principal risks and uncertainties. In addition, the Directors have considered
all matters discussed in connection with the long-term viability statement including the modelling of ‘severe but plausible’ downside
scenarios such as legislation changes impacting the Group’s Online business and severe data privacy and cybersecurity breaches.
Given the level of the Group’s available cash post the recent extension of certain financing facilities (see Note 36) and the forecast
covenant headroom even under the sensitised downside scenarios, the Directors believe that the Group and the Company are well
placed to manage the risks and uncertainties that it faces. As such, the Directors have a reasonable expectation that the Group and the
Company will have adequate financial resources to continue in operational existence, for at least 12 months (being the going concern
assessment period) from date of approval of the financial statements, and have, therefore, considered it appropriate to adopt the going
concern basis of preparation in the financial statements.
3 Changes in accounting policies
From 1 January 2023 the Group has applied, for the first time, certain standards, interpretations and amendments. The adoption of the
following standards and amendments to standards did not have a material impact on the current period or any prior period upon transition:
– Amendments to IAS 1 Presentation of Financial Statements; disclosure of accounting policies;
– Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; definition of accounting estimates;
– Amendments to IAS 12 Income Taxes; deferred tax related to assets and liabilities arising from a single transaction;
– Amendments to IAS 12 International Tax Reform Pillar Two Model Rules;
– IFRS 17 Insurance Contracts; original issue.
4 Summary of significant accounting policies
4.1 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group at 31 December each year. The consolidation
has been performed using the results to 31 December for all subsidiaries, using consistent accounting policies. With the exception of a
small number of immaterial subsidiaries, the financial statements of those subsidiaries are prepared to 31 December. Control is achieved
where the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect these
returns through its power over the investee.
All intragroup transactions, balances, income and expenses are eliminated on consolidation.
Subsidiaries are consolidated, using the acquisition method of accounting, from the date on which control is transferred to the Group
and cease to be consolidated from the date on which control is transferred from the Group. On acquisition, the assets and liabilities and
contingent liabilities of a subsidiary are measured at fair value at the date of acquisition. Any excess of the cost of acquisition over the
fair values of the separately identifiable net assets acquired is recognised as goodwill. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group.
4.2 Critical accounting estimates and judgements
The preparation of financial information requires the use of assumptions, estimates and judgements about future conditions. Use of
available information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from
those reported.
Entain plc Annual Report 2023
165
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 4 Summary of significant accounting policies (continued)
4.2 Critical accounting estimates and judgements (continued)
Judgements
Management believes that the areas where judgement has been applied are:
– separately disclosed items (Note 6).
– business combinations (Note 32)
Separately disclosed items
To assist in understanding the underlying performance of the Group, management applies judgement to identify those items that are
deemed to warrant separate disclosure due to either their nature or size. Whilst not limited to, the following items of pre-tax income and
expense are generally disclosed separately:
– amortisation of acquired intangibles resulting from IFRS 3 “Business Combinations” fair value exercises;
– profits or losses on disposal, closure, or impairment of non-current assets or businesses;
– corporate transaction and restructuring costs;
– legal, regulatory and tax litigation;
– changes in the fair value of contingent consideration; and
– the related tax effect of these items.
Any other non-recurring items are considered individually for classification as separately disclosed by virtue of their nature or size.
During 2023 the Group separately disclosed a net charge on continuing operations before tax of £1,287.5m including £254.6m of
amortisation of acquired intangibles resulting from IFRS 3.
The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable basis,
together with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of the Group.
The separately disclosed items have been included within the appropriate classifications in the consolidated income statement.
Further details are given in Note 6.
Business combinations – Acquisition consideration
For business combinations, in assessing the relevant consideration transferred, certain judgements are required to assess whether
transfers of assets reflect payments for future service or elements of acquisition consideration. Specifically, for the Tab NZ acquisition,
the Group has committed to make minimum guaranteed funding payments to Tab NZ in the first five years post completion, with further
contingent payments subject to revenue performance due up to and including year 25. As there are no ongoing obligations or service
requirements on the selling party, these payments have been deemed to form part of consideration under IFRS 3 rather than ongoing
deductions on profits. Further details are provided in Note 32.
Estimates
Included within the financial statements are a number of areas where estimation is required.
Management believes that the area where this is most notable within the financial statements is the accounting for business
combinations (Note 32).
Business combinations
For business combinations, the Group estimates the fair value of the consideration transferred, which can include assumptions
about the future business performance of the business acquired and an appropriate discount rate to determine the fair value of any
contingent consideration.
The Group then estimates the fair value of assets acquired and liabilities assumed in the business combination. The area of most notable
estimation within the fair value exercise relates to separately identifiable intangible assets including brands, customer lists and licences.
These estimates also require inputs and assumptions to be applied within the relief from royalty calculation of fair values with the more
significant assumptions relating to future earnings, customer attrition rates and discount rates. The Group engages external experts to
support the valuation process, where appropriate. IFRS 3 ‘Business Combinations’ allows the Group to recognise provisional fair values if
the initial accounting for the business combination is incomplete.
The fair value of contingent consideration recognised in business combinations is reassessed at each reporting date, using updated
inputs and assumptions based on the latest financial forecasts and other relevant information for the businesses acquired. Fair value
movements and the unwinding of the discounting is recognised within the income statement as a separately disclosed item. See Note 6
and Note 32 for further details.
Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group’s interest
in the net fair value of the separately identifiable assets, liabilities and contingent liabilities at the date of acquisition in accordance with
IFRS 3 Business Combinations. Goodwill is not amortised but reviewed for impairment at the first reporting period after acquisition and
then annually thereafter. As such it is stated at cost less any provision for impairment of value. Any impairment is recognised immediately
in the consolidated income statement and is not subsequently reversed.
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4.2 Critical accounting estimates and judgements (continued)
Business combinations (continued)
On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms
part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is
included in the carrying amount of the assets when determining the gain or loss on disposal. On the current year acquisitions, any non-
controlling interests where put options are in place are recognised using the present access method where the Group assesses that the
non-controlling shareholder has present access to the returns associated with their equity interests.
Impairment
On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms
part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is
included in the carrying amount of the assets when determining the gain or loss on disposal.
An impairment review is performed for goodwill and other indefinite life assets on at least an annual basis. For all other non-current
assets an impairment review is performed where there are indicators of impairment. This requires an estimation of the recoverable
amount which is the higher of an asset’s fair value less costs to sell and its value in use. Estimating a value in use amount requires
management to make an estimate of the expected future cash flows from each cash-generating unit and to discount cash flows by
a suitable discount rate in order to calculate the present value of those cash flows. Estimating an asset’s fair value less costs to sell is
determined using future cash flow and profit projections as well as industry observed multiples and publicly observed share prices for
similar betting and gaming companies. See Note 14 for details on sensitivity analysis performed around these estimates.
Impairment losses are recognised in the consolidated income statement and during the current year, the Group has recognised an
impairment charge of £289.0m primarily against the Group’s Australian CGU, the closed B2C operations in Africa, and under the Unirkn
B2C offering. See Note 14 for further details.
4.3 Other accounting policies
‘Put’ options over the equity of subsidiary companies
The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as
financial liabilities. The amounts that may become payable under the option on exercise are initially recognised at the present value
of the expected gross obligation with the corresponding entry being recognised in retained earnings. Such options are subsequently
measured at amortised cost, using the effective interest method, in order to accrete the liability up to the amount payable under the
option at the date at which it first becomes exercisable. The present value of the expected gross obligation is reassessed at the end of
each reporting period and any changes are recorded in the income statement. In the event that an option expires unexercised, the liability
is derecognised with a corresponding adjustment to retained earnings.
Intangible assets
Intangible assets acquired separately are capitalised at cost and those acquired as part of a business combination are capitalised
separately from goodwill. The costs relating to internally generated intangible assets, principally software costs, are capitalised if the
criteria for recognition as assets are met. Other expenditure is charged in the year in which the expenditure is incurred. Following initial
recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
The useful lives of these intangible assets are assessed to be either finite or indefinite. Indefinite lived assets are not amortised and
are subject to an annual impairment review from the year of acquisition. Where amortisation is charged on assets with finite lives, this
expense is taken to the consolidated income statement through the ‘operating expenses, depreciation and amortisation’ line item.
The useful lives applied to the Group’s intangible assets are as follows:
Exclusive New Zealand licence
25–year duration of licence
Other licences
Lower of 15 years, or duration of licence
Software – purchased & internally capitalised costs
2–15 years
Trademarks & brand names
Customer relationships
10–25 years, or indefinite life
3–15 years
The useful lives of all intangible assets are reviewed at each financial period end. Impairment testing is performed annually for intangible
assets which are not subject to systematic amortisation and where an indicator of impairment exists for all other intangible assets.
An intangible asset is derecognised on disposal, with any gain or loss arising (calculated as the difference between the net disposal
proceeds and the carrying amount of the item) included in the consolidated income statement in the year of disposal.
Pensions and other post-employment benefits
The Group’s defined benefit pension plan holds assets separately from the Group. The pension cost relating to the plan is assessed in
accordance with the advice of independent qualified actuaries using the projected unit credit method.
Actuarial gains or losses are recognised in the consolidated statement of comprehensive income in the period in which they arise.
Any past service cost is recognised immediately. The retirement benefit asset recognised in the balance sheet represents the fair value of
scheme assets less the value of the defined benefit obligations.
Entain plc Annual Report 2023
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4.3 Other accounting policies (continued)
Pensions and other post-employment benefits (continued)
There is a degree of estimation involved in predicting the ultimate benefits payable under defined benefit pension arrangements.
The pension scheme liabilities are determined using actuarial valuations. The actuarial valuation involves making assumptions about
discount rates, mortality rates and future pension increases. Due to the long-term nature of this plan, such estimates are subject to
uncertainty. See Note 30 for details on sensitivity analysis performed around these estimates.
In making these estimates and assumptions, management considers advice provided by external advisers, such as actuaries.
Where actual experience differs to these estimates, actuarial gains and losses are recognised directly in other comprehensive income.
Refer to Note 30 for details of the values of assets and obligations and key assumptions used. The Gala Coral Pension Plan has a net
asset position when measured on an IAS 19 basis. Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC
14, regarding the amounts of net pension asset that is recognised in the consolidated balance sheet. The Ladbrokes Pension Plan was
bought out in 2021. Further details are given in Note 30.
Although the Group anticipates that plan surpluses will be utilised during the life of the plans to address member benefits, the Group
recognises its pension surplus in full on the basis that there are no substantive restrictions on the return of residual plan assets in the
event of a winding up of the plan after all member obligations have been met.
The Group’s contributions to defined contribution scheme are charged to the consolidated income statement in the period to which the
contributions relate.
Investments in joint ventures
A joint venture is an entity in which the Group holds an interest on a long-term basis, and which is jointly controlled by the Group and one
or more other venturers under a contractual agreement.
Joint control exists only when decisions about the relevant activities require the unanimous consent of the parties that collectively control
the arrangement.
The Group’s share of results of joint ventures is included in the Group consolidated income statement using the equity method of
accounting. Investments in joint ventures are carried in the Group consolidated balance sheet at cost plus post-acquisition changes in
the Group’s share of net assets of the entity less any impairment in value. The carrying value of investments in joint ventures includes
acquired goodwill.
If the Group’s share of losses in the joint venture equals or exceeds its investment in the joint venture, the Group does not recognise further
losses, unless it has obligations to continue to provide financial support to the joint venture.
Investments in associates
Associates are those businesses in which the Group has a long-term interest and is able to exercise significant influence over the financial
and operational policies but does not have control or joint control over those policies.
The Group’s share of results of associates is included in the Group’s consolidated income statement using the equity method of
accounting. Investments in associates are carried in the Group’s consolidated balance sheet at cost plus post-acquisition changes in the
Group’s share of net assets of the entity less any impairment in value. The carrying value of investments in associates includes acquired
goodwill. If the Group’s share of losses in the associate equals or exceed its investments in the associate, the Group does not recognise
further losses, unless it has obligations to continue to provide financial support to the associate.
Property, plant and equipment
Land is stated at cost less any impairment in value.
Buildings, plant and equipment are stated at cost less accumulated depreciation and any impairment in value.
Depreciation is applied using the straight-line method to specific classes of asset to reduce them to their residual value over their
estimated useful economic lives.
Land and buildings
Plant and equipment
Fixtures and fittings
Lower of 50 years, or estimated useful life of the building, or lease. Indefinite lives are
attached to any freehold land held and therefore it is not depreciated.
3–5 years
3–10 years
ROU assets arising under lease contracts are depreciated over the lease term (as defined in IFRS 16) being the period to the expiry date
of the lease, unless it is expected that a break clause will be exercised when the lease term is the period to the date of the break.
The carrying values of property, plant and equipment are reviewed for impairment where an indicator of impairment exists, being
events or changes in circumstances indicating that the carrying values may not be recoverable. If any such indication exists and
where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their
recoverable amount.
The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
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4.3 Other accounting policies (continued)
Property, plant and equipment (continued)
An item of property, plant and equipment is derecognised upon disposal, with any gain or loss arising (calculated as the difference
between the net disposal proceeds and the carrying amount of the item) included in the consolidated income statement in the year
of disposal.
Leases
The Group has applied IFRS 16 only to those contracts that were previously identified as a lease under IAS 17 Leases; any contracts not
previously identified as leases have not been reassessed for the purposes of adopting IFRS 16. Accordingly, the definition of a lease under
IFRS 16 has only been applied to contracts entered into on or after 1 January 2019.
Leases, other than those with a lease period of less than one year at inception, or where the original cost of the asset acquired would be
a negligible amount (see Note 22), are capitalised at inception at the present value of the minimum lease payments. Lease payments are
apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are charged directly against income.
ROU assets are included within property, plant and equipment at cost and depreciated over their estimated useful lives, which normally
equates to the lives of the leases, after considering anticipated residual values.
ROU assets which are sub-leased to customers are classified as finance leases if the lease agreements transfer substantially all the risks
and rewards of usage to the lessee. All other sub-leases are classified as operating leases. When assets are subject to finance leases,
the present value of the sub-lease is recognised as a receivable, net of allowances for expected credit losses and the related ROU asset
is derecognised. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance
lease income.
Finance lease interest income is recognised over the term of the lease using the net investment method (before tax) so as to give a
constant rate of return on the net investment in sub-leases. Operating lease rental income is recognised on a straight-line basis over the
life of the lease.
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand, short-term deposits (and customer balances).
Financial assets
Financial assets are recognised when the Group becomes party to the contracts that give rise to them. The Group classifies financial
assets at inception as financial assets at amortised cost, financial assets at fair value through profit or loss or financial assets at fair value
through other comprehensive income.
Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. On initial recognition, financial assets at amortised cost are measured at fair value net of transaction costs.
Trade receivables are generally accounted for at amortised cost. Expected credit losses are recognised for financial assets recorded at
amortised cost, including trade receivables. Expected credit losses are calculated by using an appropriate probability of default, taking
accounts of a range of possible future scenarios and applying this to the estimated exposure of the Group at the point of default.
Financial assets at fair value through profit or loss include derivative financial instruments. Financial assets through profit or loss are
measured initially at fair value with transaction costs taken directly to the consolidated income statement. Subsequently, the fair values
are remeasured, and gains and losses are recognised in the consolidated income statement.
Financial assets at fair value through other comprehensive income comprise equity investments that are designated as such on
acquisition. These investments are measured initially at fair value. Subsequently, the fair values are remeasured, and gains and losses are
recognised in the consolidated statement of comprehensive income.
Financial liabilities
Financial liabilities comprise trade and other payables, interest-bearing loans and borrowings, contingent consideration, ante-post bets,
guarantees and derivative financial instruments. On initial recognition, financial liabilities are measured at fair value net of transaction
costs where they are not categorised as financial liabilities at fair value. Financial liabilities measured at fair value include contingent
consideration, derivative financial instruments, ante-post bets and guarantees.
Financial liabilities at fair value are measured initially at fair value, with transaction costs taken directly to the consolidated income
statement. Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the consolidated
income statement.
Trade and other payables are held at amortised cost and include amounts due to clients representing customer deposits and winnings,
which are matched by an equal and opposite amount within cash and cash equivalents.
All interest-bearing loans and borrowings are initially recognised at fair value net of issue costs associated with the borrowing.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest
rate method.
All financial liabilities are recorded as cash flows from financing activities.
Entain plc Annual Report 2023
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4.3 Other accounting policies (continued)
Derecognition of financial assets and liabilities
Financial assets are derecognised when the right to receive cash flows from the assets has expired or when the Group has transferred
its contractual right to receive the cash flows from the financial assets or has assumed an obligation to pay the received cash flows in full
without material delay to a third party, and either:
– substantially all the risks and rewards of ownership have been transferred; or
– substantially all the risks and rewards have neither been retained nor transferred but control is not retained.
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
Derivative financial instruments
The Group uses derivative financial instruments such as cross currency swaps, foreign exchange swaps and interest rate swaps, to
hedge its risks associated with interest rate and foreign currency fluctuations. Derivative financial instruments are recognised initially and
subsequently at fair value. The gains or losses on re-measurement are taken to the consolidated income statement.
Derivative financial instruments are classified as assets where their fair value is positive, or as liabilities where their fair value is negative.
Derivative assets and liabilities arising from different transactions are only offset if the transactions are with the same counterparty, a
legal right of offset exists, and the parties intend to settle the cash flows on a net basis.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation.
Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date and
are discounted to present value where the effect is material using a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance expense.
Foreign currency translation
The presentational currency of Entain plc and the functional currencies of its UK subsidiaries is Pounds Sterling (£).
Other than Sterling the main functional currencies of subsidiaries are the Euro (€), the US Dollar ($) and the Australian Dollar (A$). At the
reporting date, the assets and liabilities of non-sterling subsidiaries are translated into Pounds Sterling (£) at the rate of exchange
ruling at the balance sheet date and their cash flows are translated at the weighted average exchange rates for the year. The post-tax
exchange differences arising on the retranslation are taken directly to other comprehensive income.
Transactions in foreign currencies are initially recorded in the subsidiary’s functional currency and translated at the foreign currency rate
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the foreign
currency rate of exchange ruling at the balance sheet date.
All foreign currency translation differences are taken to the consolidated income statement. Non-monetary items that are measured
at historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.
On disposal of a foreign entity, the deferred cumulative retranslation differences previously recognised in equity relating to that particular
foreign entity are recognised in the consolidated income statement as part of the profit or loss on disposal.
The following exchange rates were used in 2023 and 2022:
Currency
Euro (€)
US Dollar ($)
Australian Dollar (A$)
NZ Dollars (NZD)
Income tax
2023
2022
Average
Year end
Average
Year end
1.149
1.242
1.873
2.024
1.151
1.274
1.866
2.010
1.175
1.245
1.788
1.955
1.128
1.208
1.775
1.904
Deferred tax is provided on all temporary differences at the balance sheet date, between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes except:
– on the initial recognition of goodwill;
– where the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor the tax profit; and
– associated with investments in subsidiaries, joint ventures and associates, where the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
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4.3 Other accounting policies (continued)
Income tax (continued)
Deferred tax assets are recognised for all deductible temporary differences and carry forward of unused tax assets and unused tax
losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and carry
forward of unused tax assets and unused tax losses can be utilised. The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred tax asset to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the balance sheet date. Deferred tax balances are not discounted.
Interest or penalties payable and receivable in relation to income tax are recognised as an income tax expense or credit in the
consolidated income statement.
Income tax expenses are recognised within profit or loss except to the extent that they relate to items recognised in other comprehensive
income or directly in equity, in which case they are recognised in other comprehensive income or directly in equity.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
– where the sales tax incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the
sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
– receivables and payables are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
consolidated balance sheet.
Accounting for uncertain tax positions
The Group is subject to various forms of tax in a number of jurisdictions. Given the nature of the industry within which the Group operates,
the tax and regulatory regimes are continuously changing and, as such, the Group is exposed to a small number of uncertain tax
positions. Judgement is applied to adequately provide for uncertain tax positions where it is believed that it is more likely than not that an
economic outflow will arise. In particular, judgement has been applied in the Group’s accounting for Greek tax and further disclosure is
given in Note 33.
Equity instruments and dividends
Equity instruments issued by the Company are recorded at the fair value of proceeds received net of direct issue costs.
Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until they
have been approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid..
Revenue
The Group reports the gains and losses on all betting and gaming activities as revenue, which is measured at the fair value of the
consideration received or receivable from customers less free bets, promotions, bonuses and other fair value adjustments. Revenue is net
of VAT/GST. The Group considers betting and gaming revenue to be out of the scope of IFRS 15 Revenue, and accounts for those revenues
within the scope of IFRS 9 Financial Instruments.
For LBOs, on course betting, Core Telephone Betting, mobile betting and Digital businesses (including sportsbook, betting exchange,
casino, games, other number bets), revenue represents gains and losses, being the amounts staked and fees received, less total payouts
recognised on the settlement of the sporting event or casino gaming machine roulette or slots spin. Open betting positions (“ante-post”)
are carried at fair value and gains and losses arising on these positions are recognised in revenue. See Note 26 for details of ante-post
positions at the year end.
The following forms of revenue, which are not significant in the context of Group revenue, are accounted for within the scope of IFRS 15
Revenue. Revenue from the online poker business reflects the net income (rake) earned from poker hands completed by the year end.
In the case of the greyhound stadia, revenue represents income arising from the operation of the greyhound stadia in the year, including
broadcasting rights, admission fees and sales of refreshments, net of VAT. Given the nature of these revenue streams they are not
considered to be subject to judgement over the performance obligations, amount received or timing of recognition.
Finance expense and income
Finance expense and income arising on interest-bearing financial instruments carried at amortised cost are recognised in the
consolidated income statement using the effective interest rate method. Finance expense includes the amortisation of fees that are an
integral part of the effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences
between the amount initially recognised and the redemption price. All finance expenses are recognised over the availability period.
Share-based payment transactions
Certain employees (including Directors) of the Group receive remuneration in the form of equity settled share-based payment
transactions, whereby employees render services in exchange for shares or rights over shares (equity settled transactions).
The cost of equity settled transactions is measured by reference to the fair value at the date on which they are granted, further details
of which are given in Note 31. In valuing equity settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Entain plc (market conditions).
Entain plc Annual Report 2023
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4.3 Other accounting policies (continued)
Share-based payment transactions (continued)
The cost of equity settled transactions is recognised in the consolidated income statement, with a corresponding credit in equity, over
the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to
the award (vesting date). The cumulative expense recognised for equity settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the Directors of the Group at
that date, based on the best available estimate of the number of equity instruments, will ultimately vest.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition,
which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance
conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share as shown in
Note 12.
4.4 Future accounting developments
The standards and interpretations that are issued, but not yet effective, excluding those relating to annual improvements, up to the date
of issuance of the Group’s financial statements, are disclosed below. The Group intends to adopt these standards, if applicable, when they
become effective. None of these are expected to have a significant effect on the consolidated financial statements of the Group as set
out below:
IFRS 16 Leases
Lease liability in a sale and leaseback transaction
IAS 1
Presentation of Financial Statements Classification of liabilities as current or non-current
IFRS 10 Consolidated Financial Statements
IAS 28 Investments in Associates and Joint
Ventures
Non-current liabilities regarding long-term debt with covenants
Sale or contribution of assets between an investor and its associate or
joint venture
Sale or contribution of assets between an investor and its associate or
joint venture
IFRS 7
Financial Instrument Disclosures
Supplier Financial Arrangements
IAS 7
Statement of Cash Flows
Supplier Financial Arrangements
1 January 2024
1 January 2024
Date deferred
Date deferred
1 January 2024
1 January 2024
5 Segment information
The Group’s operating segments are based on the reports reviewed by the Executive Management Team (which is collectively considered
to be the Chief Operating Decision Maker (“CODM”)) to make strategic decisions, and allocate resources.
IFRS 8 requires segment information to be presented on the same basis as that used by the CODM for assessing performance and
allocating resources. The Group’s operating segments are split into the five reportable segments as detailed below:
– Online: comprises betting and gaming activities from online and mobile operations. Brands include bwin, Coral, Crystalbet, Eurobet,
Ladbrokes, Sportingbet, SuperSport, Sports Interaction, STS, Tab NZ and BetCity, CasinoClub, Foxy Bingo, Gala, Gioco Digitale,
partypoker and PartyCasino, Optibet, and Ninja;
– Retail: comprises betting and retail activities in the shop estates in Great Britain, Northern Ireland, Jersey, Republic of Ireland,
Belgium, Italy, Croatia, New Zealand and Poland;
– New opportunities: Unikrn and innovation spend;
– Corporate: includes costs associated with Group functions including Group executive, legal, Group finance, US joint venture, tax and
treasury; and
– Other segments: includes activities primarily related to Stadia.
The Executive Management Team of the Group has chosen to assess the performance of operating segments based on a measure of
NGR, EBITDA, and operating profit with finance costs and taxation considered for the Group as a whole. See page 69 of this annual
report for further considerations of the use of Non-GAAP measures. Transfer prices between operating segments are on an arm’s-length
basis in a manner similar to transactions with third parties.
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The segment results for the year ended 31 December were as follows:
2023
NGR1
VAT/GST
Revenue
Gross profit
Contribution2
Operating costs excluding
marketing costs
Underlying EBITDA before
separately disclosed items
Share-based payments
Depreciation and amortisation
Share of joint ventures
and associates
Operating profit/(loss) before
separately disclosed items
Separately disclosed items (Note 6)
Group operating profit/(loss)
Net finance expense
Loss before tax
Income tax
Loss for the year from
continuing operations
Loss for the year from discontinued
operations after tax (Note 21)
Loss for the year after
discontinued operations
Online
£m
Retail
£m
3,426.5
1,386.7
(59.9)
(3.6)
3,366.6
1,980.1
1,369.8
1,383.1
900.2
890.3
All other
segments
£m
New
opportunities
£m
Corporate
£m
26.7
–
26.7
26.7
26.3
–
–
–
–
(7.0)
–
–
–
–
–
(512.4)
(606.1)
(21.0)
(22.3)
(109.7)
857.4
(7.3)
(160.2)
284.2
(2.4)
(132.1)
(1.4)
–
688.5
(481.1)
207.4
149.7
(22.8)
126.9
5.3
–
(2.7)
2.0
4.6
–
4.6
(29.3)
(0.7)
(5.7)
(109.7)
(11.3)
(0.8)
(1.5)
(42.0)
(37.2)
(44.3)
(81.5)
(163.8)
(738.3)
(902.1)
Elimination
of internal
revenue
£m
Total
Group
£m
(6.8)
4,833.1
–
(6.8)
–
–
–
–
–
–
–
–
–
–
(63.5)
4,769.6
2,907.0
2,279.4
(1,271.5)
1,007.9
(21.7)
(301.5)
(42.9)
641.8
(1,286.5)
(644.7)
(197.9)
(842.6)
(36.1)
(878.7)
(57.8)
(936.5)
1. Included within NGR are amounts of £68.1m (2022: £65.6m) in relation to online poker services and £26.7m (2022: £25.1m) arising from the operation of greyhound stadia
recognised under IFRS 15 Revenue.
2. Contribution represents gross profit less marketing costs and is a key performance metric used by the Group, particularly in Online.
Entain plc Annual Report 2023
173
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 5 Segment information (continued)
2022
NGR1
VAT/GST
Revenue
Gross profit
Contribution2
Operating costs excluding
marketing costs
Underlying EBITDA before
separately disclosed items
Share-based payments
Depreciation and amortisation
Share of joint ventures
and associates
Operating profit/(loss) before
separately disclosed items
Separately disclosed items (Note 6)
Group operating profit/(loss)
Net finance income
Profit before tax
Income tax
Profit for the year from
continuing operations
Loss for the year from discontinued
operations after tax (Note 21)
Profit for the year after
discontinued operations
Online
£m
Retail
£m
3,050.5
1,277.8
(52.0)
2,998.5
1,829.6
1,254.2
–
1,277.8
860.0
852.1
All other
segments
£m
New
opportunities
£m
Corporate
£m
25.1
–
25.1
25.1
25.0
–
–
–
–
(2.4)
–
–
–
–
–
(426.0)
(571.9)
(20.1)
(26.7)
(91.0)
828.2
(7.8)
(118.3)
280.2
(2.3)
(112.4)
(0.2)
–
701.9
(114.0)
587.9
165.5
(57.4)
108.1
4.9
–
(2.7)
0.4
2.6
(0.7)
1.9
(29.1)
(0.3)
(4.5)
(91.0)
(8.8)
(0.2)
(0.4)
(193.9)
(34.3)
–
(34.3)
(293.9)
(41.1)
(335.0)
Elimination
of internal
revenue
£m
(4.5)
–
(4.5)
–
–
–
–
–
–
–
–
–
–
Total
Group
£m
4,348.9
(52.0)
4,296.9
2,714.7
2,128.9
(1,135.7)
993.2
(19.2)
(238.1)
(194.1)
541.8
(213.2)
328.6
(225.7)
102.9
(70.0)
32.9
(13.4)
19.5
Geographical information
Revenue by destination and non-current assets on a geographical basis for the Group, are as follows:
United Kingdom
Australia and New Zealand
Italy
Rest of Europe1
Rest of the world2
Total
2023
2022
Revenue
£m
1,953.8
515.1
517.4
1,443.4
339.9
4,769.6
Non-current
assets3
£m
3,076.8
1,475.4
512.2
3,930.2
293.8
9,288.4
Revenue
£m
2,032.7
463.0
472.6
968.7
359.9
4,296.9
Non-current
assets3
£m
3,022.3
528.8
523.3
2,922.4
259.6
7,256.4
1. Rest of Europe is predominantly driven by markets in Croatia, Belgium, The Netherlands, Georgia, Germany, and Spain.
2. Rest of the world is predominantly driven by the markets in Brazil and Canada.
3. Non-current assets excluding other financial assets, deferred tax assets and retirement benefit assets.
174
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 6 Separately disclosed items
Legal settlement1
Amortisation of acquired intangibles2
Impairment loss3
Restructuring costs4
Corporate transaction costs5
Legal and onerous contract provisions6
Movement in fair value of contingent consideration7
Loss on disposal of property, plant and equipment8
Financing9
Furlough10
Separately disclosed items for the year from continuing operations
Separately disclosed items for the year from discontinued operations (Note 21)
Total before tax
Separately disclosed items for the year after tax
2023
Tax impact
£m
–
£m
–
(41.6)
116.9
–
(9.6)
–
(3.0)
(15.5)
–
–
–
(69.7)
–
(69.7)
7.0
11.8
23.9
8.1
(1.0)
1.0
5.7
45.5
218.9
13.4
232.3
204.4
2022
Tax impact
£m
–
(16.5)
–
(1.4)
(0.6)
(0.8)
–
–
–
(8.6)
(27.9)
–
(27.9)
£m
585.0
254.6
289.0
49.7
17.8
17.6
71.8
1.0
1.0
–
1,287.5
57.8
1,345.3
1,275.6
1.
On 5 December 2023, Entain plc entered into a Deferred Prosecution Agreement (“DPA”) with the Crown Prosecution Service (“CPS”) in relation to historical conduct of the
Group, thereby resolving the HM Revenue & Customs (“HMRC”) investigation into the Group. As a result of the agreement reached, the Group has recognised a £585.0m
discounted liability during the current year in relation to amounts it has agreed to be pay in relation to the disgorgement of profits, charitable donations and contributions to CPS
costs. Further details are provided in Note 20.
2. Amortisation charges in relation to acquired intangible assets arising from the various acquisitions made by the Group in recent years, including Ladbrokes Coral, Crystalbet,
Neds, Enlabs, Avid, SuperSport, STS, NZ Tab and 365Scores.
3. Relates to impairments recorded against the Group’s Australian business of £190.0m, the assets associated with the Group’s Unikrn and Africa operations which have closed
as B2C operations during the year, of £78.1m, an £11.0m impairment of the Group’s ROI retail portfolio, an impairment against the Group’s Polish operation (excluding STS) of
£5.1m and a number of smaller impairments against ROU assets that the Group no longer intends to use following their closure, including UK Retail shops. Further details are
provided in Note 14.
4. Primarily relates to costs associated with the Group’s restructuring programme Project Romer.
5. Transaction costs associated with the M&A activity including the acquisition of 365Scores, NZ Tab, STS and Angstrom (see Note 32).
6. Relates primarily to costs associated with the Group’s legal expenses in cooperating with the HMRC investigation.
7. Reflects the movement in the fair value of contingent consideration arrangements on recent acquisitions as well as the associated discount unwind. Further details of contingent
consideration liabilities are provided in Note 26.
8. Relates to the loss on disposal of certain assets within the Group’s retail estates.
9. Fees incurred in respect of bridging loans and other financing activities.
10. Relates to the repayment of monies received under the Government furlough scheme in the prior year.
The items above reflect incomes and expenditures which are either exceptional in nature or size or are associated with the amortisation
of acquired intangibles. The Directors believe that each of these items warrants separate disclosure as they do not form part of the day-
to-day underlying trade of the Group.
Entain plc Annual Report 2023
175
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 7 Administrative costs
Profit before tax, net finance expense and separately disclosed items has been arrived at after charging:
Betting and gaming taxes and duties
Revenue share arrangements (including content providers)
Software royalties
Other cost of sales
Cost of sales
Salaries and payroll-related expenses (Note 9)
Property expenses
Content and levy expenses
Marketing expenses
Depreciation and amortisation – owned assets
Depreciation and amortisation – leased assets
Other operating expenses
Administrative costs
2023
£m
1,104.3
537.8
200.1
20.4
2022
£m
909.8
555.6
113.3
3.5
1,862.6
1,582.2
725.0
92.7
163.6
627.6
239.9
61.6
311.9
652.0
80.0
176.6
585.8
173.1
65.0
246.3
2,222.3
1,978.8
Separately disclosed items before tax and finance expense (Note 6)
1,286.5
213.2
Total
Fees payable to KPMG were as follows:
Audit and audit-related services:
Audit of the parent Company and Group financial statements
Audit of the Company’s subsidiaries
Audit-related assurance services
Total fees
8 Finance expense and income
Interest on term loans, bonds and bank facilities
Interest on lease liabilities1
Other financing (Note 6)
Total finance expense
Interest receivable
Losses arising on financial derivatives
Gains/(losses) arising on foreign exchange on debt instruments
Net finance expense
1. Interest on lease liabilities of £12.6m (2022: £12.8m) is net of £0.2m of sub-let interest receivable (2022: £0.2m).
5,371.4
3,774.2
2023
£m
2022
£m
0.6
3.0
0.7
4.3
2023
£m
(229.2)
(12.6)
(1.0)
(242.8)
12.4
(90.6)
123.1
(197.9)
0.6
2.6
0.5
3.7
2022
£m
(76.2)
(12.8)
(5.7)
(94.7)
4.3
(23.1)
(112.2)
(225.7)
176
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 9 Employee staff costs
The average monthly number of employees (including Executive Directors) was:
Online
Retail
Other
Corporate
The number of people employed by the Group at 31 December 2023 was 31,180 (2022: 28,940).
Wages and salaries
Redundancy costs1
Social security costs
Other pension costs
Share-based payments (Note 31)
2023
Number
2022
Number
14,328
14,190
467
1,350
11,868
14,184
390
1,012
30,335
27,454
2023
£m
623.9
28.8
58.0
21.4
21.7
2022
£m
560.6
6.2
49.9
18.6
19.2
753.8
654.5
1. Included within redundancy costs are £28.8m (2022: £2.5m) which are included within separately disclosed items.
In addition to salary, employees may qualify for various benefit schemes operated by the Group. Eligibility for benefits is normally
determined according to an employee’s length of service and level of responsibility.
Benefits may include insured benefits that can cover private healthcare for the employee and their immediate family, long-term disability,
personal accident and death in service cover. Company cars, including fuel benefits, are provided predominantly to meet job requirements
but also to certain executives.
10 Income tax
Analysis of expense for the year:
Current income tax:
– current tax charge
– adjustments in respect of previous years
Deferred tax:
– relating to origination and reversal of temporary differences
– adjustments in respect of previous years
Income tax expense reported in the income statement
Income tax expense is attributable to:
Profit from continuing operations
Loss from discontinued operations
Deferred tax credited directly to other comprehensive income
2023
£m
114.3
(19.6)
(58.8)
0.2
36.1
36.1
–
36.1
(1.3)
2022
£m
91.4
(7.9)
(17.5)
4.0
70.0
70.0
–
70.0
(8.6)
Entain plc Annual Report 2023
177
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 10 Income tax (continued)
A reconciliation of income tax expense applicable to loss (2022: profit) before tax at the UK statutory income tax rate to the income tax
expense for the years ended 31 December 2023 and 31 December 2022 is as follows:
2023
Separately
disclosed
(Note 6)
£m
Underlying
£m
Profit/(loss) from continuing operations before income tax
444.9
(1,287.5)
Loss from discontinued operations before tax
Profit/(loss) before tax
–
(57.8)
444.9
(1,345.3)
Total
£m
Underlying
£m
(842.6)
(57.8)
(900.4)
321.8
–
321.8
2022
Separately
disclosed
(Note 6)
£m
(218.9)
(13.4)
(232.3)
Total
£m
102.9
(13.4)
89.5
Corporation tax expense thereon at 23.52% (2022: 19.00%)
104.6
(316.4)
(211.8)
61.1
(44.1)
17.0
Adjusted for the effects of:
– Higher/(lower) effective tax rates on overseas earnings
– Non-deductible expenses
– Non-deductible legal settlement
– Fair value adjustment to contingent consideration
– Goodwill impairment
– Impact of additional 50% deduction for marketing
expenditure in Gibraltar
– Increase in unrecognised tax losses relating to US joint
venture
– Increase/(decrease) in other unrecognised tax losses
– Increase/(decrease) in unrecognised deferred interest
– Difference in current and deferred tax rates
Adjustments in respect of prior years:
– Deferred tax
– Current tax
Income tax expense
Deferred tax
Deferred tax at 31 December relates to the following:
Property, plant and equipment
Intangible assets
Retirement benefit assets
Losses
Contingent and deferred revenue share payments1
Other temporary difference2
Deferred tax liabilities/(assets)3
(7.4)
12.7
–
–
–
–
8.9
4.2
5.8
(3.0)
(0.4)
(19.6)
19.9
8.5
137.6
10.5
68.6
–
–
0.9
–
0.1
0.6
–
12.5
21.2
137.6
10.5
68.6
–
8.9
5.1
5.8
(2.9)
0.2
(19.6)
4.6
25.9
–
–
–
(20.3)
40.7
(12.1)
0.4
0.7
4.8
(7.9)
6.8
9.3
–
(0.6)
–
–
–
1.0
–
0.5
(0.8)
–
11.4
35.2
–
(0.6)
–
(20.3)
40.7
(11.1)
0.4
1.2
4.0
(7.9)
105.8
(69.7)
36.1
97.9
(27.9)
70.0
Deferred tax
liabilities
Deferred tax
assets
2023
£m
–
731.8
21.6
–
–
71.7
825.1
2022
£m
–
410.6
22.3
–
–
62.5
495.4
2023
£m
(31.0)
(22.3)
–
(59.7)
(321.5)
(58.7)
(493.2)
2022
£m
(45.1)
(25.1)
–
(56.9)
–
(30.2)
(157.3)
1. This deferred tax asset reflects tax deductions that will arise on future payment of the deferred and contingent consideration amounts by Tab NZ (see Note 32).
2. The deferred tax liability includes a provision for tax on unremitted earnings from overseas subsidiaries of £71.4m (2022: £61.8m) and other temporary differences of £0.3m
(2022: £0.7m). The deferred tax asset comprises deferred interest relief of £52.2m (2022: £22.9m) and other temporary differences of £6.5m (2022: 7.3m).
3. Deferred tax assets and liabilities have been offset only where there is a legally enforceable right to do so, and the assets and liabilities relate to the same taxable entity or tax
grouping.
178
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 10 Income tax (continued)
Movements in deferred tax during the year ended 31 December 2023 were recognised as follows:
Net deferred tax liabilities/(assets):
At 31 December 2021
Income statement
Other comprehensive income
Arising on business combinations
Settlement of tax on pension asset
Exchange adjustment
At 31 December 2022
Income statement
Other comprehensive income
Arising on business combinations
(Note 32)
Exchange adjustment
At 31 December 2023
Property,
plant and
equipment
£m
(62.3)
17.7
–
–
–
(0.5)
(45.1)
13.9
–
–
0.2
(31.0)
Amounts presented on the consolidated balance sheet:
Deferred tax liabilities
Deferred tax assets
Net deferred tax liability
Intangible
assets
£m
Retirement
benefit assets
£m
Contingent
and deferred
revenue share
payments1
£m
Other
temporary
differences
£m
Losses
£m
(27.0)
(28.7)
–
–
–
(1.2)
(56.9)
(3.3)
–
–
0.5
–
–
–
–
–
–
–
(5.1)
–
(309.8)
(6.6)
33.3
0.1
(8.6)
–
(2.5)
–
22.3
0.6
(1.3)
–
–
21.6
(59.7)
(321.5)
305.7
(14.5)
–
85.4
–
8.9
385.5
(46.7)
–
368.9
1.8
709.5
Total
£m
266.6
(13.5)
(8.6)
85.9
(2.5)
10.2
338.1
(58.6)
(1.3)
59.1
(5.4)
331.9
2022
£m
495.4
(157.3)
338.1
16.9
11.9
–
0.5
–
3.0
32.3
(18.0)
–
–
(1.3)
13.0
2023
£m
825.1
(493.2)
331.9
The average standard rate of UK corporation tax during the period was 23.52% (2022: 19.0%).
The deferred tax assets and liabilities are measured at the tax rates of the respective territories which are expected to apply in the year
in which the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the balance sheet date. Deferred tax assets have been recognised based on the ability of future offset against deferred tax liabilities
or against future taxable profits, to the extent they relate to the same taxable entity. The assessment of future taxable profits is based on
forecasts and assumptions consistent with those used for impairment testing as set out in Note 14.
As at 31 December 2023, the Group had £1,760.9m (2022: £1,764.6m) of gross unrecognised deferred tax assets. This unrecognised
deferred tax asset consists of £213.3m of capital losses (2022: £213.3m), £1,479.5m of income losses (2022: £1,538.3m), £66.2m of
deferred interest relief (2022: £13.0m) and £1.9m of other deferred tax assets (2022: £nil). These assets arise in entities that do not have
deferred tax liabilities they can be set against, and where there are either no forecast future taxable profits, or the potential future profits
are not sufficiently certain to support the deferred tax asset recognition.
There are no significant unrecognised taxable temporary differences associated with investments in subsidiaries.
With effect from 1 April 2023 the standard rate of UK Corporation Tax was increased from 19% to 25%. The 25% rate has therefore been
used in measuring the UK deferred tax items at the date of this Report. Deferred tax on retirement benefit assets is provided at 35.0%,
which is the rate applicable to refunds at the date of this Report.
In Gibraltar, a temporary enhanced tax deduction for qualifying business marketing and promotion costs was introduced in July 2021,
which applied for the years ended 31 December 2021 and 31 December 2022. The total impact of this measure for the Group has been
a cumulative tax credit of £48.4m. In a subsequent Gibraltar Budget on 28 June 2022 the Chief Minister unexpectedly announced the
retrospective removal of this enhanced deduction, except in very limited circumstances. This change had not been substantively enacted
by the balance sheet date and so is not reflected in the tax charge for the year. The impact of this change, once enacted, will depend on
how it is implemented and to which periods the change applies, but could result in a tax charge of up to £48.4m.
The Group’s future tax charge, and effective tax rate, will be affected by a number of factors including the geographic mix of profits,
changes to statutory corporate tax rates and the impact of continuing global tax reforms.
During 2023 the UK enacted legislation to implement the OECD’s global minimum tax model rules for multinational groups (“Pillar Two”).
This will apply from 1 January 2024 and is not expected not significantly increase the Group’s future Effective Tax Rate. The Group has
applied the temporary exception required under IAS 12 Income Taxes in relation to the accounting for deferred taxes arising from the
implementation of the Pillar Two rules.
Entain plc Annual Report 2023
179
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023
11 Dividends
Pence per share
2022 interim dividend paid
2022 second interim dividend paid
2023 interim dividend paid
2023
pence
2022
pence
–
8.5
8.9
8.5
n/a
n/a
2023
Shares in
issue
number
–
588.8
638.8
2022
Shares in
issue
number
588.8
n/a
n/a
A second interim dividend of 8.9p (2022: 8.5p) per share, amounting to £56.9m (2022: £50.0m) in respect of the year ended 31 December
2023, was proposed by the Directors on 7 March 2024. The estimated total amount payable in respect of the final dividend is based on
the expected number of shares in issue on 7 March 2024. There are no income tax implications for the Group and Company arising from
the proposed second interim dividend. The 2022 second interim dividend of 8.5p per share (£50.0m) was paid on 26 April 2023. The 2023
interim dividend of 8.9p per share (£56.8m) was paid on 18 September 2023.
In the year, the Group paid a dividend totalling £7.4m to non-controlling interests (2022: £nil).
12 Earnings per share
Basic earnings per share has been calculated by dividing the loss for the year attributable to shareholders of the Company of £928.6m
(2022: £24.2m profit) by the weighted average number of shares in issue during the year of 617.5m (2022: 588.2m).
The dilutive effects of share options and contingently issuable shares are not considered when calculating the diluted loss per share.
At 31 December 2023, there were 638.8m €0.01 ordinary shares in issue.
The calculation of adjusted earnings per share which removes separately disclosed items and foreign exchange gains and losses arising
on financial instruments has also been disclosed as it provides a better understanding of the underlying performance of the Group.
Separately disclosed items are defined in Note 4 and disclosed in Note 6.
Total earnings per share
Weighted average number of shares (millions)
Shares for basic earnings per share
Potentially dilutive share options and contingently issuable shares
Shares for diluted earnings per share
Total profit
(Loss)/profit attributable to shareholders
– from continuing operations
– from discontinued operations
Losses arising from financial instruments
(Gains)/losses arising from foreign exchange debt instruments
Associated tax charge on (losses)/gains arising from financial instruments and foreign exchange debt instruments
2023
616.0
1.5
617.5
2023
£m
(928.6)
(870.8)
(57.8)
90.6
(123.1)
1.1
1,232.7
272.7
272.7
–
2022
588.2
4.5
592.7
2022
£m
24.2
37.6
(13.4)
23.1
112.2
(2.4)
201.4
358.5
358.5
–
Standard earnings
per share
Adjusted earnings
per share
2023
2022
2023
2022
(141.4)
(9.3)
(150.7)
(141.4)
(9.3)
(150.7)
6.4
(2.3)
4.1
6.3
(2.2)
4.1
44.3
–
44.3
44.2
–
44.2
60.9
–
60.9
60.5
–
60.5
Separately disclosed items net of tax (Note 6)
Adjusted profit attributable to shareholders
– from continuing operations
– from discontinued operations
Earnings per share (pence)
Basic earnings per share
– from continuing operations
– from discontinued operations
From profit for the period
Diluted earnings per share
– from continuing operations
– from discontinued operations
From profit for the period
180
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 12 Earnings per share (continued)
The earnings per share presented above is inclusive of the performance from the US joint venture BetMGM. Adjusting for the removal of
the BetMGM performance would result in a basic adjusted earnings per share of 51.1p (2022: 93.9p) and a diluted adjusted earnings per
share of 51.0p (2022: 93.2p) from continuing operations.
13 Goodwill and intangible assets
Goodwill
£m
Licences
£m
Software
£m
Customer
relationships
£m
Trade-marks &
brand names
£m
Total
£m
Cost
At 1 January 2022
Exchange adjustment
Additions
Additions from business combinations (Note 32)1
Disposals
Reclassification
At 31 December 2022 (restated)1
Exchange adjustment
Additions
3,492.5
153.6
–
624.0
–
–
4,270.1
(68.2)
–
Additions from business combinations (Note 32)
1,067.5
Disposals
At 31 December 2023
Accumulated amortisation and impairment
At 1 January 2022
Exchange adjustment
Amortisation charge
Impairment charge
Disposals
At 31 December 2022
Exchange adjustment
Amortisation charge
Impairment charge
Disposals
At 31 December 2023
Net book value
At 31 December 2022
At 31 December 2023
49.7
7.1
–
149.1
(0.5)
–
205.4
11.8
–
747.8
–
965.0
13.3
0.3
12.7
0.5
(0.5)
26.3
(0.1)
45.3
–
–
622.0
28.3
129.9
7.4
(13.9)
(1.0)
772.7
(12.7)
191.5
49.8
(2.9)
1,005.0
2,017.5
7,186.7
34.1
–
201.9
–
–
44.9
–
207.0
–
–
268.0
129.9
1,189.4
(14.4)
(1.0)
1,241.0
2,269.4
8,758.6
(12.3)
–
275.5
–
(17.4)
–
(98.8)
191.5
439.5
2,580.1
–
(2.9)
998.4
1,504.2
2,691.5
11,428.5
405.8
19.8
109.1
–
(13.9)
520.8
(9.1)
138.0
2.2
(2.9)
942.0
23.6
52.4
–
–
1,018.0
(13.8)
141.4
0.5
–
180.6
11.7
54.9
–
–
247.2
(7.3)
90.4
2.1
–
1,817.2
69.1
229.1
0.5
(14.4)
2,101.5
(43.6)
415.1
282.3
(2.9)
71.5
649.0
1,146.1
332.4
2,752.4
–
5,269.4
275.5
13.7
–
–
–
289.2
(13.3)
–
277.5
–
553.4
3,980.9
4,716.0
179.1
893.5
251.9
349.4
223.0
358.1
2,022.2
2,359.1
6,657.1
8,676.1
1. Restatement of prior year intangible valuations has been made in relation to the prior year SuperSport acquisition during the subsequent measurement period. See note 32 for
further details.
At 31 December 2023 the Group had not entered into contractual commitments for the acquisition of any intangible assets (2022: £nil).
Included within trade-marks and brand names are £1,398.4m (2022: £1,398.4m) of intangible assets considered to have indefinite lives.
These assets relate to the UK Ladbrokes and Coral brands which are considered to have indefinite durability that can be demonstrated,
and their value can be readily measured. The brands operate in longstanding and profitable market sectors. The Group has a strong
position in the market and there are barriers to entry due to the requirement to demonstrate that the applicant is a fit and proper person
with the ‘know-how’ required to run such operations.
Goodwill reflects the value by which consideration exceeds the fair value of net assets acquired as part of a business combination
including the deferred tax liability arising on acquisitions.
Licences comprise the cost of acquired betting shop and online licences, as well as licences acquired as part of the NZ Tab acquisition
(see Note 32).
Software relates to the cost of acquired software, through purchase or business combination, and the capitalisation of internally
developed software. Additions of £191.5m (2022: £128.8m) include £92.6m of internally capitalised costs (2022: £58.0m).
Customer relationships, trade-marks and brand names relate to the fair value of customer lists, trade-marks and brand names acquired
as part of business combinations, primarily relating to the bwin, Ladbrokes Coral Group, Enlabs, Sport Interaction, SuperSport, BetCity,
365Scores, and Tab NZ businesses.
Entain plc Annual Report 2023
181
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 14 Impairment testing of goodwill and indefinite life intangible assets
An impairment loss is recognised for any amount by which an asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Within UK, European Retail, CEE, and Tab NZ Retail, the cash-generating units (“CGUs”) are generally an individual Licensed Betting
Office (“LBO”) and, therefore, impairment is first assessed at this level for licences (intangibles) and property, plant and equipment, with
any impairment arising booked to licences and property, plant and equipment on a pro-rata basis. Since goodwill and brand names have
not been historically allocated to individual LBOs, a secondary assessment is then made to compare the carrying value of the segment
against the recoverable amount with any additional impairment then taken against goodwill first.
For Online the CGU is the relevant geographical location or business unit, for example Australia, European digital (defined as websites
hosted by proprietary platforms based in European constituent countries), Digital (defined as websites hosted by Entain proprietary
platforms) etc. and any impairments are made firstly to goodwill, next to any capitalised intangible asset and then finally to property,
plant and equipment. The expected cash flows generated by the assets are discounted using appropriate discount rates that reflect the
time value of money and risks associated with the group of assets.
For both tangible and intangible assets, the future cash flows are based on the forecasts and budgets of the CGU or business discounted
to reflect time value of money. The key assumptions within the UK and European Retail budgets are OTC wagers (customer visits and
spend per visit), the average number of machines per shop, gross win per shop per week, salary increases, the potential impact of the
shop closures and the fixed costs of the LBOs. The key assumptions within the budgets for Online are the number of active customers, net
revenue per head, win percentage, marketing spend, revenue shares and operating costs. All forecasts take into account the impact of the
Group’s commitment to be Net Zero by 2035 as well as the impact of climate change.
The value in use calculations use cash flows based on detailed, Board approved, financial budgets prepared by management covering a
three-year period. These forecasts have been extrapolated over years 4 to 8 representing a declining growth curve from year 3 until the
long-term forecast growth rate is reached. The growth rates used from years 4 to 8 range from 0% to 10%. From year 9 onwards long-term
growth rates used are between 0% and 2% (2022: between 0% and 2%) and are based on the long-term GDP growth rate of the countries
in which the relevant CGUs operate or the relevant outlook for the business. An eight-year horizon is considered appropriate based on the
Group’s history of underlying profit as well as ensuring there is an appropriate decline to long-term growth rates from those growth rates
currently observed in our key markets. A 0% growth rate has been used for the UK Retail operating segment. All key assumptions used in
the value in use calculations reflect the Group’s past experience unless a relevant external source of information is available. Whilst the
same approach is adopted for Tab NZ impairment reviews, the value-in-use is assessed over the 25-year life of the licence rather than
into perpetuity.
The discount rate calculation is based on the specific circumstances with reference to the WACC and risk factors expected in the industry
in which the Group operates.
The pre-tax discount rates used, which have remained consistent year-on-year, and the associated carrying value of goodwill by CGU is
as follows:
Goodwill
Digital
UK Retail
Australia
European Retail
European Digital
Enlabs
BetCity
SuperSport
STS
365Scores
Tab NZ
All other segments
2023
%
11.1
12.6
13.5
9.5–13.3
9.5–13.3
11.8
12.7
11.5
11.7
12.3
11.1
2022
%
12.6–12.9
12.6
13.5
9.5–13.3
9.5–13.3
11.8
n/a
11.8
n/a
n/a
n/a
11.1–12.6
12.4
2023
£m
2,263.4
76.4
145.0
147.1
343.3
205.3
200.1
527.8
389.1
86.8
255.5
76.2
2022
restated1
£m
2,230.7
76.4
347.5
161.5
350.4
209.6
n/a
538.4
n/a
n/a
n/a
66.4
4,716.0
3,980.9
1. Restatement of prior year intangible valuations has been made in relation to the prior year SuperSport acquisition during the subsequent measurement period. See note 32 for
further details.
It is not practical or material to disclose the carrying value of individual licences by LBO.
Impairment recognised during the year
Impairments of intangible assets and property, plant and equipment are recognised as separately disclosed items within operating expenses.
Australia impairment
During the current year, the Group recorded a non-cash impairment charge of £190.0m against the Online division. The charge has arisen in the
Group’s Australian CGU and is a result of the impact of ongoing increases in the rate of Point of Consumption tax across certain states and a
forecast decline in Australian revenues in 2024 as a result of a reduced market outlook.
182
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023
14 Impairment testing of goodwill and indefinite life intangible assets (continued)
Whilst our Australian business continues to be profitable and strategically important, market conditions and tax headwinds have reduced
the value in use of the business resulting in the impairment charge. Post the annualisation of the tax increases and stabilisation of local
market conditions, we expect our Australian business to return to growth.
Impairment testing across the business
Licences/
Franchisees
PPE & Software
Customer
relationships
Goodwill
Brand name
UK Digital
Digital Impairment review
UK Retail
UK Retail site by site Impairment review
UK Retail Impairment review
ROI
Eurobet
Digital
Eurobet
Retail
Belgium
Digital
Belgium
Retail
Australia
Enlabs
BetCity
SuperSport
Digital
SuperSport
Retail
STS
365Scores
Tab NZ
Digital
Tab NZ
Retail
Combined
Digital/UK Retail
Impairment
review
Eurobet
Impairment
review
Belgium
Impairment
review
ROI Impairment review
Eurobet Digital Impairment review
Eurobet Retail Impairment review
Belgium Digital Impairment review
Belgium Retail Impairment review
Australia Impairment review
Enlabs Impairment review
BetCity Impairment review
SuperSport Digital Impairment review
SuperSport Retail Impairment review
SuperSport
Impairment review
STS Impairment review
365Scores Impairment review
Tab NZ Digital Impairment review
Tab NZ Retail Impairment review
Tab NZ
Impairment
review
Entain plc Annual Report 2023
183
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 14 Impairment testing of goodwill and indefinite life intangible assets (continued)
Unikrn impairment
During the year, the Group took the decision to close its B2C eSports business operating under the Unikrn brand, in favour of developing a
leading eSports proposition on existing labels. As a result of the decision to turn off its B2C operations, the Group has recorded an £43.2m
impairment of goodwill and £1.1m impairment of trade-marks and brands associated with the Unikrn operation during the current year within
the New Opportunities segment.
Impala impairment
The Group has also taken the decision during 2023 to close its B2C operations in Zambia and Kenya, operations that were run out of the
previously acquired African subsidiary. As a result of the decision to close these operations and focus resources to drive growth in other
markets, the Group has recorded an impairment against the value of assets carried against this business. The resulting impairment has been
booked against goodwill of £29.9m, and against software of £4.0m within the Online segment.
In addition, an impairment charge of £11.0m has been recognised during the current year against our Retail estate in ROI as a result of a
reduced outlook for this market, and £5.0m against Totolotek following its closure post the STS acquisition.
Sensitivity analysis
With the exception of Australia, no reasonable change in assumptions would cause an additional impairment, including A 5% decrease in
all cash flows or a 0.5pp increase in discount rates.
For Australia, a 10% increase in revenue would reduce the impairment by £110.0m, whereas a 5% decrease in revenue would increase
the impairment by £48.0m. Each 0.5pp movement in the discount rate impacting the charge by £20.0m.
15 Property, plant and equipment
Cost
At 1 January 2022
Exchange adjustment
Additions
Additions from business combinations
Disposals
Reclassification
At 31 December 2022
Exchange adjustment
Additions
Additions from business combinations (Note 32)
Disposals
Reclassification
At 31 December 2023
Accumulated depreciation
At 1 January 2022
Exchange adjustment
Depreciation charge
Impairment
Disposals
Reclassification
At 31 December 2022
Exchange adjustment
Depreciation charge
Impairment
Disposals
Reclassification
At 31 December 2023
Net book value
At 31 December 2022
At 31 December 2023
184
Entain plc Annual Report 2023
Land and
buildings
£m
Plant and
equipment
£m
Fixtures
and fittings
£m
Leased
assets
£m
102.5
188.3
3.2
50.6
3.2
(20.2)
1.9
141.2
(2.1)
27.0
8.1
(6.7)
0.9
7.0
11.1
4.4
(16.1)
42.9
237.6
(3.5)
45.9
2.2
(5.7)
(0.9)
572.3
5.2
61.8
9.5
(3.5)
(42.2)
603.1
(1.4)
45.6
26.9
(49.8)
–
Total
£m
889.9
16.1
148.4
17.3
(50.2)
1.0
1,022.5
(7.3)
136.5
42.1
(66.7)
–
168.4
275.6
624.4
1,127.1
38.3
2.7
23.5
0.1
–
44.6
(1.5)
29.4
0.7
(6.0)
(0.2)
67.0
52.2
2.0
26.0
1.9
(16.1)
21.7
87.7
(2.0)
36.6
0.4
(5.1)
0.2
320.9
4.2
65.0
4.5
(2.8)
(21.7)
370.1
(0.6)
61.3
4.7
(49.4)
–
422.7
9.4
125.9
6.5
(49.2)
–
515.3
(4.3)
141.0
6.7
(65.0)
–
117.8
386.1
593.7
96.6
101.4
149.9
157.8
233.0
238.3
507.2
533.4
26.8
0.7
24.9
0.2
(10.4)
(1.6)
40.6
(0.3)
18.0
4.9
(4.5)
–
58.7
11.3
0.5
11.4
–
–
12.9
(0.2)
13.7
0.9
(4.5)
–
22.8
27.7
35.9
(10.3)
(20.0)
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 15 Property, plant and equipment (continued)
At 31 December 2023, the Group had not entered into contractual commitments for the acquisition of any property, plant and equipment
(2022: £nil).
Included within fixtures, fittings and equipment are assets in the course of construction which are not being depreciated of £17.1m
(2022: £10.6m), relating predominantly to self-service betting terminals and the new point of sale system in UK Retail.
An impairment charge of £6.5m (2022: £6.5m) has been made against closed retail shops and office buildings included within leased
assets in the year. See Notes 6 and 14 for further details.
Analysis of leased assets:
Cost
At 1 January 2022
Exchange adjustment
Additions
Additions from business combinations
Disposals
Reclassification
At 31 December 2022
Exchange adjustment
Additions
Additions from business combinations
Disposals
At 31 December 2023
Accumulated depreciation
At 1 January 2022
Exchange adjustment
Depreciation charge
Impairment
Disposals
Reclassification
At 31 December 2022
Exchange adjustment
Depreciation charge
Impairment
Disposals
At 31 December 2023
Net book value
At 31 December 2022
At 31 December 2023
Land and
buildings
£m
Plant and
equipment
£m
520.7
5.0
60.0
9.5
(2.0)
–
593.2
(1.3)
32.8
26.0
(49.8)
600.9
299.8
4.1
55.1
4.5
(2.0)
–
361.5
(0.6)
59.0
4.7
(49.4)
375.2
51.6
0.2
1.8
–
(1.5)
(42.2)
9.9
(0.1)
12.8
0.9
–
23.5
21.1
0.1
9.9
–
(0.8)
(21.7)
8.6
–
2.3
–
–
10.9
Total
£m
572.3
5.2
61.8
9.5
(3.5)
(42.2)
603.1
(1.4)
45.6
26.9
(49.8)
624.4
320.9
4.2
65.0
4.5
(2.8)
(21.7)
370.1
(0.6)
61.3
4.7
(49.4)
386.1
231.7
225.7
1.3
12.6
233.0
238.3
Entain plc Annual Report 2023
185
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 16 Interest in joint venture
Cost
At 1 January 2022
Additions
Exchange adjustment
Share of loss after tax
Share of other comprehensive loss
Contributions to be made
At 31 December 2022
Additions
Exchange adjustment
Share of loss after tax
Share of other comprehensive loss (movement in translation reserve)
Contributions to be made
At 31 December 2023
Share of joint
venture’s net
assets
£m
9.7
175.1
3.7
(193.9)
(0.4)
5.8
–
40.7
0.5
(42.0)
(0.6)
1.4
–
The joint venture represents the Group’s investment in BetMGM set up in the US in which a 50% stake is held.
The Group has committed to provide its final committed equity injection to BetMGM over the course of 2024, with $25.0m additional
contributions expected ($50.0m split between both joint venture partners). This will take the Group’s total investment to $705.0m
($1.41bn across both joint venture partners).
Given the net liabilities position of the joint venture, the Group has recorded £7.2m of these future contributions as a liability at the year
end, an increase of £1.4m on the prior year.
Summarised financial information in respect of the Group’s joint venture’s net assets is set out below:
Non-current assets
Cash and cash equivalents
Other current assets
Current assets
Balances with customers
Other current liabilities
Current liabilities
Non-current liabilities
Net liabilities
Group’s share of net liabilities
Summarised statement of comprehensive income
Revenue
Depreciation and amortisation
Other operating expenses
Loss for the year
Other comprehensive loss
Total comprehensive loss
Group’s share of loss
2023
£m
118.1
138.7
182.7
321.4
(208.6)
(224.0)
(432.6)
(21.2)
(14.3)
(7.2)
2023
£m
2022
£m
148.6
308.7
92.4
401.1
(234.4)
(310.0)
(544.4)
(17.0)
(11.7)
(5.8)
2022
£m
1,582.4
1,174.8
(8.2)
(28.5)
(1,658.1)
(1,534.1)
(83.9)
(1.2)
(85.1)
(42.6)
(387.8)
(0.8)
(388.6)
(194.3)
There are no contingent liabilities relating to the Group’s interest in the joint venture (2022: £nil).
The risks associated with the Group’s interest in joint ventures are aligned to the same risks the Group is exposed to on the basis that they
operate wholly within the betting and gaming market.
186
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 17 Interest in associates and other investments
Cost
At 1 January 2022
Revaluation loss
Arising on business combinations
Dividends received
Share of loss after tax
Foreign exchange
At 31 December 2022
Revaluation gain
Additions
Dividends received
Share of loss after tax
Share of other comprehensive expense
Foreign exchange
At 31 December 2023
Share of
associates’
net assets
£m
Other
investments
£m
44.2
–
–
(3.6)
(0.2)
(0.9)
39.5
–
–
(9.8)
(0.9)
(1.1)
–
27.7
14.2
(5.1)
4.9
–
–
–
14.0
2.6
3.1
–
–
–
(0.3)
19.4
Revaluation loss includes £1.1m (2022: £2.6m) recognised through other comprehensive income with the remaining loss of £2.5m
(2022: £2.5m) recognised through profit or loss.
Associates
Summarised financial information in respect of the associates is set out below:
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Group’s share of net assets
Revenue for the year
Profit for the year
Other comprehensive expense
Total comprehensive income
Group’s share of total comprehensive expense
Further details of the Group’s associates are listed in Note 34.
2023
£m
42.5
78.0
(5.7)
(73.1)
41.7
27.7
370.1
10.4
(4.7)
5.7
(2.0)
Total
£m
58.4
(5.1)
4.9
(3.6)
(0.2)
(0.9)
53.5
2.6
3.1
(9.8)
(0.9)
(1.1)
(0.3)
47.1
2022
£m
52.0
132.4
(2.5)
(90.1)
91.8
39.4
337.1
0.1
–
0.1
(0.2)
The financial year end of Sports Information Services (Holdings) Limited (SIS), an associate of the Group, is 31 March. The Group has
included the results for SIS for the 12 months ended 31 December 2023.
All associates are private companies and there are no quoted market prices available for their shares.
The risks associated with associate investments are considered to be aligned to the same risks the Group is exposed to on the basis that
they operate wholly within the betting and gaming market.
Other investments of £19.4m (2022: £14.0m) consist of investments which have no fixed maturity date or coupon rate.
18 Trade and other receivables
Trade receivables
Other receivables
Finance lease receivable
Prepayments
2023
£m
40.6
399.0
4.3
91.1
535.0
2022
£m
34.1
430.8
3.5
70.5
538.9
Entain plc Annual Report 2023
187
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 18 Trade and other receivables (continued)
Trade and other receivables are presented on the Balance Sheet as follows:
Current
Non-current
Total
2023
£m
503.2
31.8
535.0
2022
£m
500.3
38.6
538.9
Trade and other receivables are non-interest bearing and are generally on 30–90 day terms. Trade and other receivables are reviewed
for impairment on an ongoing basis, taking account of the ageing of outstanding amounts and the credit profile of customers.
Impaired receivables, including all trade receivables that are a year old, are provided for in an allowance account. Impaired receivables
are derecognised when they are assessed as irrecoverable. The expected credit losses arising from receivables are not considered to
be significant.
The balance of other receivables consists of the receivable for Greek tax of €34.9m (2022: €34.9m), amounts receivable from payment
service providers of £176.0m (2022: £149.8m), and other smaller items such as regulatory deposits, security deposits, rent deposits and
balances due from affiliates and partners. The Group does not perceive there to be a material credit risk against these items.
19 Cash and cash equivalents
Cash and short-term deposits
2023
£m
400.6
2022
£m
658.5
Cash and cash equivalents in the consolidated statement of cash flows comprises cash at bank, overdrafts net of short-term investments
and includes £154.6m (2022: £52.1m) restricted in respect of customers.
20 Trade and other payables
Trade payables
Other payables1
Social security and other taxes
Accruals
2023
£m
56.9
719.9
197.6
338.0
1,312.4
2022
Restated1
£m
64.4
135.4
181.0
339.2
720.0
1. Restatement of prior year intangible valuations increasing prior year other payables by £0.2m has been made in relation to the prior year SuperSport acquisition during the
subsequent measurement period. See Note 32 for further details.
Trade and other payables are presented on the Balance Sheet as follows:
Current
Non-current
Total
2023
£m
878.6
433.8
1,312.4
2022
Restated1
£m
720.0
–
720.0
HMRC settlement liability within other payables
On 5 December 2023, Entain plc entered into a Deferred Prosecution Agreement (“DPA”) with the Crown Prosecution Service (“CPS”) in
relation to historical conduct of the Group, thereby resolving the HM Revenue & Customs (“HMRC”) investigation into the Group.
The DPA relates to alleged offences under Section 7 of the Bribery Act 2010 and, in particular, a failure by the Company to have adequate
procedures in place to prevent bribery in relation to its legacy Turkish-facing business. The Turkish-facing business was sold by a former
management team in 2017.
Under the terms of the DPA, the Group has agreed to pay a financial penalty plus disgorgement of profits totalling £585 million, to
make a charitable donation of £20 million and to pay a contribution of £10 million to HMRC’s and the CPS’s costs. The financial penalty,
disgorgement of profits and the charitable donation will be paid in instalments over the term of the DPA, which will be four years from
the date of the DPA. During the current financial year, the Group has provided for £585m representing the discounted value of all future
payments over the four-year term.
Since the conduct giving rise to the DPA, the Group has undertaken a comprehensive review of its anti-bribery policies and procedures
and has taken decisive action to significantly strengthen its wider compliance programme and related controls. Recognition of the
significant improvements made by the Company is an integral feature of achieving a DPA.
188
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1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023
21 Discontinued operations
During the current year, the Group recorded a £57.8m loss in discontinued operations relating to its former business Intertrader which
was disposed of in November 2021. The loss recorded primarily reflects legal costs associated with historic matters as well as a provision
liability for a potential settlement with the former owners of the business following a long-running legal dispute. The charge has been
recognised in within separately disclosed items in the year (Note 6).
In 2022, loss on disposal was £13.4m relating to ongoing costs of disposal of the Intertrader business and the settlement of various
associated legal matters.
22 Lease liabilities
Current
Lease liabilities
Non-current
Lease liabilities
Total lease liabilities
2023
£m
2022
£m
65.7
65.1
210.2
275.9
215.8
280.9
The Group’s leasing activity consists of leases on property, cars, self-service betting terminals and office equipment. The majority of those
relate to the leasing of LBOs within the Retail estates and office buildings.
Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on
an index or a rate (such as lease payments on gaming machines based on a percentage of revenue) are excluded from the measurement
of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment
(see Note 15).
Leases of vehicles and IT equipment are generally limited to a new lease term of 3 to 5 years. Leases of property generally have a
lease term ranging from 5 to 10 years, with some legacy leases extending out to 20 years and beyond. Most new leases of property
are now generally expected to be limited to no more than 10 years, with a break option after no more than 5 years, except in
special circumstances.
The maturity analysis of lease liabilities at 31 December 2023 is as follows:
2023
Net present value
2022
Net present value
Within
1 year
£m
1–2 years
£m
2–5 years
£m
> 5 years
£m
Total
£m
Minimum lease payments due
65.7
57.8
106.7
45.7
275.9
65.1
56.2
106.5
53.1
280.9
The Group secures the use of its retail premises primarily through taking out leases for these premises. Typically, the leases are for a
duration between 5 and 10 years. In respect of the UK property portfolio there is commonly a right to negotiate replacement leases on
expiry, by virtue of the Landlord and Tenant Act 1954. Details of undiscounted amounts payable under leases are set out in Note 25.
Certain lease payments are not recognised as a liability. This arises when the Group continues to pay rents and occupy properties
after the lease has expired. Payments made under such leases are expensed on a straight-line basis. In addition, certain variable lease
payments and irrecoverable VAT are not permitted to be recognised as lease liabilities and are expensed as incurred.
The use of extension and termination options gives the Group added flexibility in the event it has identified more suitable premises in
terms of cost and/or location or determined that it is advantageous to remain in a location beyond the original lease term. An option is
only exercised when consistent with the Group’s regional markets strategy and the economic benefits of exercising the option exceeds
the expected overall cost.
Amounts paid for short-term and low-value leases not included within the lease liability are immaterial.
The Group incurred rent and associated costs of £20.8m (2022: £15.3m). These are predominantly driven by VAT on rental charges not
being recoverable and held over leases.
Details of total cash outflow relating to leases, are disclosed in the consolidated statement of cash flows.
Group as lessor:
Finance lease receivables are included in the statement of financial position within trade and other receivables and is as follows:
Current
Non-current
2023
£m
1.1
3.2
2022
£m
1.0
2.5
Entain plc Annual Report 2023
189
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 22 Lease liabilities (continued)
The maturity analysis of lease receivables, including the undiscounted lease payments to be received, are as follows:
2023
Lease payments receivable
Interest
Present value of lease payments receivable
2022
Lease payments receivable
Interest
Present value of lease payments receivable
Operating lease commitments – Group as lessor
Within
1 year
£m
1.4
(0.3)
1.1
1.1
(0.1)
1.0
Minimum lease payments due
1–2 years
£m
2–5 years
£m
> 5 years
£m
Total
£m
1.3
(0.3)
1.0
0.9
(0.1)
0.8
2.0
(0.5)
1.5
1.1
(0.2)
0.9
0.8
(0.1)
0.7
0.9
(0.1)
0.8
5.5
(1.2)
4.3
4.0
(0.5)
3.5
A number of the sublease agreements for unutilised space in the UK shop estate are not classified as finance leases within IFRS 16.
These non-cancellable leases have remaining lease terms of between one and six years. The future minimum rentals receivable under
these non-cancellable operating leases at 31 December are as follows:
Within one year
After one year but not more than five years
After five years
23 Interest-bearing loans and borrowings
Current
Euro-denominated loans
USD-denominated loans
Sterling-denominated loans
Non-current
Euro-denominated loans
USD-denominated loans
Sterling-denominated loans
2023
£m
0.4
0.6
0.1
1.1
2022
£m
0.6
1.0
0.1
1.7
2023
£m
2022
£m
0.4
23.4
295.4
319.2
0.9
17.7
406.3
424.9
869.4
2,172.1
(2.7)
994.7
1,694.4
–
3,038.8
2,689.1
As at 31 December 2023 there were £515.0m (2022: £515.0m) of committed bank facilities of which £295.0m (2022: £nil) were drawn
down and £5.2m (2022: £52.1m) of facilities which have been utilised for letters of credit.
On 6 December 2022, the Group agreed pricing and allocation of two new tranches of First Lien Term Loans, namely a EUR tranche of €800m
with a maturity in June 2028 and a USD tranche of $375m which was added to the $1,000m term loan which had an October 2029 maturity.
These new loans were issued on 11 January 2023 and used to repay the existing €1,125m loan in January 2023, ahead its March
2024 maturity.
On 26 June 2023, the Group agreed pricing and allocation of add ons to existing First Lien Term Loans. €230m was added onto the
€800m term loan, with maturity remaining in June 2028 and $385m was added onto the $1,375m term loan, with maturity remaining in
October 2029. A total of c£500m GBP equivalent was issued and these funds were part used to fund the repayment of the Ladbrokes
Group Finance plc £400m bond in July 2023, a bond which was due for repayment in September 2023.
The Group’s senior facilities agreement contains a single financial covenant: a springing leverage covenant (subject to customary cure
rights) and solely for the benefit of the lenders under the revolving credit facility (“RCF”). The financial covenant is tested only in respect
of a quarter-end date where the aggregate outstanding principal amount of all loans under the RCF (excluding utilisations of the RCF by
way of letters of credit or bank guarantees) exceeds 40% of the total RCF commitments as at that date.
190
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 24 Provisions
At 1 January 2022
Provided
Utilised
Released
Reclassification
At 31 December 2022
Provided
Utilised
Released
At 31 December 2023
Property
provisions1
£m
Restructuring
provisions2
£m
Litigation and
regulation
provisions3
£m
9.1
10.1
(7.5)
(4.5)
–
7.2
4.4
(5.3)
(1.0)
5.3
0.8
1.8
(2.0)
(0.6)
–
–
28.8
(25.5)
–
3.3
40.0
33.6
(35.9)
(1.9)
(17.0)
18.8
28.2
(30.4)
(0.1)
16.5
Total
£m
49.9
45.5
(45.4)
(7.0)
(17.0)
26.0
61.4
(61.2)
(1.1)
25.1
1. The Group is party to a number of leasehold property contracts. Provision has been made against the unavoidable non-rent costs on those leases where the property is now
vacant. Provisions have been based on management’s best estimate of the minimum future cash flows to settle the Group’s obligations, considering the risks associated with
each obligation, discounted at a risk-free interest rate of 3.5%. The periods of vacant property commitments range from 1 to 12 years (2022: 1 to 13 years). In accordance with
IFRS 16, the rental elements of certain property provisions are included within lease liabilities.
2. Restructuring provisions relate to redundancy costs.
3. Litigation and regulation provisions relate to estimates for potential liabilities which may arise in the Group as a result of customer claims and past practices. Whilst the nature of
legal claims means that the timing of settlement can be uncertain, we expect all claims to be settled in the next 1 to 2 years. Whilst the provisions are based on management’s
best estimate of the likely liability for obligations that exist at the year end date, the maximum potential exposure is not expected to be materially different to the provision made.
Of the total provisions at 31 December 2023, £20.9m (2022: £20.6m) is current and £4.2m (2022: £5.4m) is non-current.
Provisions expected to be settled in greater than one year are discounted at the risk-free rate.
25 Financial risk management objectives and policies
The Group’s treasury function provides a centralised service for the provision of finance and the management and control of liquidity,
foreign exchange rates and interest rates. The function operates as a cost centre and manages the Group’s treasury exposures to reduce
risk in accordance with policies approved by the Board.
The Group’s principal financial instruments comprise term loans, bank facilities, overdrafts, loan notes, bonds, financial guarantee
contracts, and cash and short-term deposits, together with certain derivative financial instruments. The main purpose of these financial
instruments is to raise finance for the Group’s operations. The Group has various other financial instruments such as trade receivables,
trade payables and accruals that arise directly from its operations. Details of derivatives are set out in Note 26.
It is, and has been throughout the year under review, the Group’s policy that no trading in financial instruments shall be undertaken other
than betting. Activity of this nature is only undertaken by the customer and is not speculative activity of the Group. The Group’s exposure
to ante-post betting and gaming transactions is not significant.
The main financial risks for the Group are exchange rate risk, interest rate risk, credit risk and liquidity risk. The Board reviews and agrees
policies for managing each of these risks and they are summarised below. The Group also monitors the market price risk arising from all
financial instruments.
Interest rate risk
The Group is exposed to interest rate risk on certain of its interest-bearing loans and borrowings and on cash and cash equivalents.
The Group uses derivative financial instruments such as interest rate swaps to hedge its interest rate risk. At 31 December 2023, 65%
(2022: 50%) of the Group’s post-swap gross debt (excluding leases) was at fixed interest rates.
Interest on financial instruments at floating rates is repriced at intervals of less than six months. Interest on financial instruments at fixed
rates is fixed until the maturity of the instrument.
The table below demonstrates the sensitivity to reasonably possible changes in interest rates on income for the year when this movement
is applied to the carrying value of financial liabilities:
Effect on:
25 basis points decrease
100 basis points increase
Foreign currency risk
Profit before tax
2023
1.1
(4.6)
2022
4.1
(16.3)
Given the multi-national nature of the business, the Group is exposed to foreign exchange gains and losses on its trading activities,
the net assets of its overseas subsidiaries and its non-GBP-denominated financing facilities. The primary currencies that the Group is
exposed to fluctuations in are the Euro, Australian Dollar and US Dollar.
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191
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 25 Financial risk management objectives and policies (continued)
Foreign currency risk (continued)
Whilst the Group does not actively hedge the foreign exposure on its trading cash flows, it continuously monitors exposures to
individual currencies, taking remediating actions as necessary to manage any significant risks as they arise. In the event that the Group
anticipates large transactions in currencies other than GBP, forward exchange contracts are taken out to manage the potential foreign
exchange exposure.
The Group’s exposure to the translation of net assets on foreign currency subsidiaries into its reporting currency is partially offset by the
opposite exposure on the Group’s financing facilities providing a natural economic hedge, even though the Group does not apply hedge
accounting. The Group’s policy on borrowings is broadly aligned to the underlying cash flows of the business.
The Group has financing facilities in GBP, Euros and US Dollars. As the Group’s overseas subsidiaries largely report in Euros, the Group
has taken out swap contracts to hedge the US Dollar debt into Euros in order to align the foreign currency exposure on the Group’s
financing facilities with that on the net assets of its subsidiaries. The Group has also taken out swap contracts to hedge US Dollar debt
into GBP and Australian Dollars.
A 5% weakening in the Euro would reduce Group operating profit by £21.6m (2022: £27.7m) and net assets by £22.0m (2022: £0.8m)
when applied to the results of the year in question.
A 5% weakening in the Australian Dollar would reduce Group operating profit by £3.4m (2022: £4.6m) and net assets by £7.1m
(2022: £19.0m) when applied to the results of the year in question.
A 5% weakening in the US Dollar would increase Group operating profit by £2.0m (2022: £9.2m) arising from the share of loss of joint
venture. There are no material net assets held in US Dollar as at 31 December 2023 and 31 December 2022.
Credit risk
The Group is not subject to significant concentration of credit risk, with exposure spread across a large number of counterparties
and customers.
Receivable balances are monitored on an ongoing basis. Any changes to credit terms are assessed and authorised by senior
management on an individual basis.
With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s
exposure to credit risk arises from default of the counterparty, with a primary exposure equal to the carrying amount of these instruments.
Credit risk in respect of cash and cash equivalents is managed by restricting those transactions to banks that have a defined minimum
credit rating and by setting an exposure ceiling per bank.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings with a range of
maturities. The Group’s policy on liquidity is to ensure that there are sufficient medium-term and long-term committed borrowing facilities
to meet the medium-term funding requirements. At 31 December 2023, there were undrawn committed borrowing facilities of £220.0m
(2022: £515.0m). Total committed facilities had an average maturity of 4.5 years (2022: 3.7 years).
The total gross contractual undiscounted cash flows of financial liabilities, including interest payments, fall due as follows. Cash flows in
respect of financial guarantee contracts reflect the probability weighted cash flows.
2023
Interest-bearing loans and borrowings
Other financial liabilities
Trade and other payables
Lease liabilities
Total
2022
Interest bearing loans and borrowings
Other financial liabilities
Trade and other payables
Lease liabilities
Total
On demand
or within
1 year
£m
573.7
252.7
681.0
77.5
1–2 years
£m
2–5 years
£m
> 5 years
£m
558.1
692.4
151.3
66.8
1,223.1
378.5
302.5
122.9
1,401.9
2,855.8
–
54.0
Total
£m
3,756.8
4,179.4
1,134.8
321.2
1,584.9
1,468.6
2,027.0
4,311.7
9,392.2
On demand
or within
1 year
£m
548.4
210.7
538.8
72.4
1–2 years
£m
1,310.6
56.5
–
61.6
1,370.3
1,428.7
2–5 years
£m
> 5 years
£m
Total
£m
1,131.2
205.5
–
116.6
1,453.3
914.5
3,904.7
1.7
–
59.8
976.0
474.4
538.8
310.4
5,228.3
Details of discounted contractual cash flows of leasing liabilities are set out in Note 22.
192
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 25 Financial risk management objectives and policies (continued)
Capital risk management
The primary objective of the Group’s capital management is to ensure that it maintains a credit quality that enables the Group to raise
funds at an economic interest rate and to maintain healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, adjust borrowings, return capital to shareholders or issue
new shares.
The Group monitors capital using an adjusted net debt to underlying EBITDA ratio. The ratio at 31 December 2023 was 3.3 times
(2022: 2.8 times). See Note 27 for further details.
The Group’s funding policy is to raise funds centrally to meet the Group’s anticipated requirements. These are planned so as to mature at
different stages in order to reduce refinancing risk. The Board reviews the Group’s capital structure and liquidity periodically.
26 Financial instruments and fair value disclosures
The table below analyses the Group’s financial instruments into their relevant categories:
31 December 2023
Assets
Non-current:
Other investments (Note 17)
Current:
Trade and other receivables
Derivative financial instruments
Cash and short-term investments (including customer funds)
Total
Liabilities
Current:
Customer balances
Interest-bearing loans and borrowings1
Trade and other payables
Derivative financial instruments
Other financial liabilities2
Lease liabilities (Note 22)
Non-current:
Interest-bearing loans and borrowings
Trade and other payables
Other financial liabilities2
Lease liabilities (Note 22)
Total
Net financial (liabilities)/assets
Assets/
(liabilities)
at fair value
through
profit and loss
£m
Assets at
fair value
through other
comprehensive
income
£m
Amortised
cost
£m
Total
£m
1.3
10.9
7.2
19.4
443.9
–
400.6
845.8
(196.8)
(319.2)
(681.0)
–
–
(65.7)
(3,038.8)
(433.8)
(905.7)
(210.2)
(5,851.2)
(5,005.4)
–
31.9
–
42.8
–
–
–
(117.5)
(157.0)
–
–
–
(835.8)
–
(1,110.3)
(1,067.5)
–
–
–
7.2
–
–
–
–
–
–
–
–
–
–
–
7.2
443.9
31.9
400.6
895.8
(196.8)
(319.2)
(681.0)
(117.5)
(157.0)
(65.7)
(3,038.8)
(433.8)
(1,741.5)
(210.2)
(6,961.5)
(6,065.7)
1. The fair value of interest-bearing loans and borrowings at 31 December 2023 and 31 December 2022 is not materially different to their original cost.
2. Other financial liabilities include £1,335.5m deferred and contingent consideration (2022: £261.7m), a put liability of £536.3m (2022: £180.4m), £9.6m of financial guarantees
(2022: £2.9m) and £17.1m of ante-post liabilities (2022: £17.2m).
Entain plc Annual Report 2023
193
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 Assets/
(liabilities)
at fair value
through
profit and loss
£m
Assets at
fair value
through other
comprehensive
income
£m
Amortised
cost
£m
26 Financial instruments and fair value disclosures (continued)
31 December 2022
Assets
Non-current:
Other investments (Note 17)
Other financial assets
Current:
Trade and other receivables
Derivative financial instruments
Cash and short-term investments (including customer funds)
Total
Liabilities
Current:
Customer balances
Interest-bearing loans and borrowings1
Trade and other payables
Derivative financial instruments
Other financial liabilities2
Lease liabilities (Note 22)
Non-current:
Interest-bearing loans and borrowings
Other financial liabilities2
Lease liabilities (Note 22)
Total
Net financial (liabilities)/assets
Fair value hierarchy
1.3
0.2
464.9
–
658.5
1,124.9
(200.5)
(424.9)
(538.8)
–
–
(65.1)
(2,689.1)
(183.3)
(215.8)
(4,317.5)
(3,192.6)
6.6
–
–
72.9
–
79.5
–
–
–
(79.2)
(208.8)
–
–
(70.1)
–
(358.1)
(278.6)
Total
£m
14.0
0.2
464.9
72.9
658.5
6.1
–
–
–
–
6.1
1,210.5
–
–
–
–
–
–
–
–
–
–
6.1
(200.5)
(424.9)
(538.8)
(79.2)
(208.8)
(65.1)
(2,689.1)
(253.4)
(215.8)
(4,675.6)
(3,465.1)
IFRS 13 requires financial assets and liabilities recorded at fair value to be categorised in three levels according to the inputs used in the
calculation of their fair value:
– Level 1 – uses quoted prices as the input to fair value calculations
– Level 2 – uses inputs other than quoted prices, that are observable either directly or indirectly
– Level 3 – uses inputs that are not observable
The following tables illustrate the Group’s financial assets and liabilities measured at fair value after initial recognition at 31 December 2023
and 31 December 2022:
Assets measured at fair value
Derivative financial instruments
Other investments
Liabilities measured at fair value
Derivative financial instruments
Other financial liabilities
Net assets/(liabilities) measured at fair value
194
Entain plc Annual Report 2023
Level 1
£m
Level 2
£m
Level 3
£m
–
7.1
7.1
–
–
–
7.1
31.9
2.5
34.4
(117.5)
–
(117.5)
(83.1)
–
8.5
8.5
–
(992.8)
(992.8)
(984.3)
2023
Total
£m
31.9
18.1
50.0
(117.5)
(992.8)
(1,110.3)
(1,060.3)
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 26 Financial instruments and fair value disclosures (continued)
Assets measured at fair value
Derivative financial instruments
Other investments
Liabilities measured at fair value
Derivative financial instruments
Other financial liabilities
Net assets/(liabilities) measured at fair value
Level 1
£m
Level 2
£m
Level 3
£m
–
5.5
5.5
–
–
–
5.5
72.9
1.8
74.7
(79.2)
–
(79.2)
(4.5)
–
5.4
5.4
–
(278.9)
(278.9)
(273.5)
2022
Total
£m
72.9
12.7
85.6
(79.2)
(278.9)
(358.1)
(272.5)
There have been no transfers of assets or liabilities recorded at fair value between the levels of the fair value hierarchy.
Included within other financial assets and derivative financial instruments measured at fair value are: the Group’s currency swaps
held against debt instruments as an asset of £31.9m (2022: asset of £72.9m) and a liability of £117.5m (2022: £79.2m), investment
in RAS Technology, designated as fair value through other comprehensive income, £2.1m (2022: £1.0m), an investment in Scout
Gaming of £0.3m (2022: £0.3m), a convertible equity instruments with Visa Inc. for £2.5m (2022: £1.8m) and Greenrun Inc. for £3.1m
(2022: £nil),and an investment fund of £5.0m (2022:£4.9m), all designated as fair value through profit and loss. During the year, the Group
disposed of its investment in Hui10 (2022: £5.1m) as a share-for-share exchange with Intuitive Investment Group plc (“IIG) at a £nil profit
or loss. The investment in IIG of £5.1m is designated as fair value through other comprehensive income. The fair value of the investments
at 31 December 2023 and 31 December 2022 is not materially different to their original cost.
Contingent and deferred consideration
Contingent and deferred consideration arises through business combinations, the fair value for which is reassessed at each reporting
date using updated inputs and assumptions based on the latest financial forecasts of each respective business. As at 31 December 2023
contingent and deferred consideration included within other financial liabilities was £1,335.5m (2022: £261.7m), including £1,155.1m
on Tab NZ as well as from the Group’s acquisitions of SuperSport in the prior year, and in year acquisitions of ASF Limited, BetCity,
and 365Scores.
The valuation of the contingent element of consideration is subject to estimation uncertainty as the amount payable is based on
various factors, including future profitability. With the exception of Tab NZ, based on the current profit forecast and reasonable upside
and downside sensitivities, the range of potential valuations is not expected to be materially different from that provided for in the
financial statements. For Tab NZ where the range of potential outcomes could be materially different from the amounts provided as it
is subject to the future performance of the business over a 25-year time period. The fair value of contingent consideration for Tab NZ at
31 December 2023 was £788.3m. The valuation technique used for calculating the contingent consideration was a discounted cash flow
model. The key unobservable inputs for the calculation are revenue growth rates, adjusted gross profit margin and discount rate. A 5%
movement in forecast cash flows, both positive and negative, would impact the contingent consideration liability by approximately £50m,
whereas the 0.5pp movement in the discount rate would affect the liability by approximately £40m.
During the year, the Group paid £266.7m (2022: £32.9m) of deferred and contingent consideration in relation to the
aforementioned acquisitions.
Put option liability
The amortised costs of the put option liability recognised is not materially different to fair value.
Ante-post
Ante-post liabilities are valued using methods and inputs that are not based upon observable market data. The principal assumptions
relate to anticipated gross win margins on unsettled bets. There are no reasonably probable changes to assumptions or inputs that would
lead to material changes in the fair value determined, although the final value will be determined by future sporting results.
Entain plc Annual Report 2023
195
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 27 Net debt
The components of the Group’s adjusted net debt are as follows:
Current assets
Cash and short-term deposits
Current liabilities
Interest-bearing loans and borrowings
Non-current liabilities
Interest-bearing loans and borrowings
Net debt
Cash held on behalf of customers
Fair value swaps held against debt instruments (derivative financial (liability)/asset)
Deposits
Balances held with payment service providers
Sub-total
Lease liabilities
Adjusted net debt including lease liabilities
2023
£m
2022
£m
400.6
658.5
(319.2)
(424.9)
(3,038.8)
(2,689.1)
(2,957.4)
(2,455.5)
(196.8)
(85.6)
48.8
176.0
(200.5)
(6.5)
43.8
149.8
(3,015.0)
(2,468.9)
(275.9)
(280.9)
(3,290.9)
(2,749.8)
Cash held on behalf of customers represents the outstanding balance due to customers in respect of their online gaming wallets.
28 Share capital
Authorised:
Number of
€0.01
ordinary
shares
Total
€m
Total
£m
At 31 December 2022 and 31 December 2023
773,000,000
7.7
6.4
Issued and fully paid:
At 1 January 2022
Exercise of share options
At 31 December 2022
Allotment of shares
Exercise of share options1
At 31 December 2023
586,550,219
2,296,623
588,846,842
48,827,271
1,125,778
638,799,891
5.9
–
5.9
0.5
–
6.4
4.8
–
4.8
0.4
–
5.2
1. Share options exercised in the year included 56,527 (2022: 239,116) deferred bonus shares not disclosed as part share options exercised in Note 31.
The Company’s share capital consists entirely of ordinary shares, accordingly all shares rank pari passu in all respects.
On 16 June 2023, the Company issued an additional 48,827,271 of ordinary shares for net proceeds of £589.8m.
See Note 31 for further information on terms and amounts of shares reserved for issue under options.
196
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 29 Notes to the statement of cash flows
29.1 Reconciliation of (loss)/profit to net cash inflow from operating activities:
(Loss)/profit before tax from continuing operations
Net finance expense
(Loss)/profit before tax and net finance expense from continuing operations
Loss before tax and net finance expense from discontinued operations
Loss/(profit) before tax and net finance expense including discontinued operations
Adjustments for:
Impairment
Loss on disposal
Depreciation of property, plant and equipment
Amortisation of intangible assets
Share-based payments charge
Decrease/(increase) in trade and other receivables
Increase in other financial liabilities
(Decrease)/increase in trade and other payables
Decrease in provisions
Share of results from joint venture and associate
Pension settlement
Other
Cash generated by operations
29.2 Cash flows arising from discontinued operations:
Cash used in operating activities
Cash used in investing activities
Net cash outflow arising from discontinued operations
2023
£m
(842.6)
197.9
(644.7)
(57.8)
(702.5)
289.0
1.0
141.0
415.1
23.6
42.2
62.7
506.0
(1.9)
42.9
–
(9.1)
2022
£m
102.9
225.7
328.6
(13.4)
315.2
7.0
1.0
125.9
229.1
19.2
44.7
2.2
(85.9)
(6.9)
194.1
7.0
(5.7)
810.0
846.9
2023
£m
(57.8)
–
(57.8)
2022
£m
(13.4)
–
(13.4)
Entain plc Annual Report 2023
197
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 29 Notes to the statement of cash flows (continued)
29.3 Reconciliation of movements of liabilities to cash flows arising from financing activities:
2023
2022
Other
loans and
borrowings
£m
Lease
liabilities
£m
Other
financial
liabilities
£m
Other
loans and
borrowings
£m
Total
£m
Lease
liabilities
£m
Other
financial
liabilities
£m
Total
£m
Balance at 1 January
3,114.0
280.9
462.2
3,857.1
2,282.4
293.7
88.7
2,664.8
Changes from financing cash flows
Proceeds from borrowings, net of issue costs
1,780.3
Repayments
Repayment of borrowings on acquisition
Repayment of lease liabilities1
(1,419.2)
(9.4)
–
Total changes from financing cash flows
351.7
Other changes
Business combination consideration (Note 32)
Recognition of put option liability (Note 32)
Interest expense/discount unwind
Interest paid2
New lease liabilities
Finance fees
Re-measurement adjustments
Total other changes
Arising through business combinations
–
–
229.2
(224.2)
–
1.0
–
6.0
9.4
The effect of changes in foreign exchange
(123.1)
–
–
–
(68.5)
(68.5)
–
–
12.8
(12.8)
45.6
–
(7.4)
38.2
26.9
(1.6)
–
1,780.3
(266.7)
(1,685.9)
–
–
(266.7)
(9.4)
(68.5)
16.5
1,254.4
1,254.4
350.5
70.4
–
–
–
1.4
350.5
312.4
(237.0)
45.6
1.0
(6.0)
1,676.7
1,720.9
7.0
19.3
43.3
(105.4)
838.4
(109.0)
(162.8)
–
566.6
–
–
76.2
(91.9)
–
5.7
–
(10.0)
162.8
112.2
–
–
–
(83.0)
(83.0)
–
–
13.0
(13.0)
61.8
–
(5.0)
56.8
9.5
3.9
–
838.4
(32.9)
(141.9)
–
–
(162.8)
(83.0)
(32.9)
450.7
216.7
181.2
2.9
–
–
–
216.7
181.2
92.1
(104.9)
61.8
5.7
(6.1)
(11.1)
394.7
–
11.7
441.5
172.3
127.8
Balance at 31 December
3,358.0
275.9
1,898.5
5,532.4
3,114.0
280.9
462.2
3,857.1
1. In addition to the above, the Group received £0.2m (2022: £0.2m) in respect of lease receivables resulting in a net repayment of finance leases of £68.3m (2022: £82.8m).
2. In addition to the above, the Group received £12.4m (2022: £4.3m) of interest income resulting in a net finance expense paid of £224.6m (2022: £100.6m).
Non-cash movements include amounts acquired as a result of business combinations and the amortisation of issue costs incurred in
respect of debt instruments.
30 Retirement benefit schemes
Defined contribution schemes
During the year the Group charged £23.1m of contributions (2022: £18.9m) to the consolidated income statement in relation to the
defined contribution pension schemes.
Defined benefit plans
Judgement is applied, based on legal, actuarial, and accounting guidance in IFRIC 14, regarding the amounts of net pension asset that are
recognised in the consolidated balance sheet.
Following the buy-out of the Ladbrokes Pension Plan, the Group now only has one pension scheme, the Gala Coral Pension Plan, which is
a final salary pension plan for UK employees and closed to new employees and future accrual.
At retirement each member’s pension is related to their ‘career average earnings’ for the Gala Coral Pension Plan. The weighted average
duration of the expected benefit payments from the plan is around 15 years (2022: 15 years).
The plan’s assets are held separately from those of the Group. The plan is approved by HMRC for tax purposes, and is managed by
independent Trustees. The plan is subject to UK regulations, which require the Group and Trustees to agree a funding strategy and
contribution schedule at least every three years. Under the current contribution schedule in place, the Group does not pay contributions to
Gala Coral Pension Plan but is paying the administrative costs.
There is a risk to the Group that adverse circumstances, such as a disconnect between changes in asset investment values and required
funding obligations, could lead to a requirement for the Group to make additional contributions to fund any deficit that arises. As at the
date of signing the financial statements no such event has arisen.
The results of the latest formal actuarial valuation 30 June 2022 for the Gala Coral Pension Plan was updated to 31 December 2023 by
an independent qualified actuary in accordance with IAS 19 (Revised) Employee Benefits. The value of the defined benefit obligation and
current service cost have been measured using the projected unit credit method, as required by IAS 19 (Revised). Actuarial gains and
losses are recognised immediately through other comprehensive income.
198
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 30 Retirement benefit schemes (continued)
The amounts recognised in the balance sheet are as follows:
Present value of funded obligations
Fair value of plan assets
Net asset
Disclosed in the balance sheet as: Retirement
benefit asset
2023
(Coral)
2023
(Ladbrokes)
£m
(262.6)
324.4
61.8
61.8
£m
–
–
–
–
2023
Total
£m
(262.6)
324.4
61.8
2022
(Coral)
£m
(259.4)
323.2
63.8
61.8
63.8
2022
(Ladbrokes)
£m
–
–
–
–
2022
Total
£m
(259.4)
323.2
63.8
63.8
The Group has considered the appropriate accounting treatment in respect of the pension plan surplus, considering the current
agreement with the Trustees, and concluded the recognition of the surplus is appropriate. Whilst the Trustees have discretionary rights
over the use of any surplus, the nature of the plan means that any surplus that exists once all liabilities have been settled is for the benefit
of the Group.
The amounts recognised in the income statement are as follows:
Analysis of amounts charged to the income statement
Other administrative expenses
Net interest on net asset
Total charge/(credit) recognised
in the income statement
2023
(Coral)
2023
(Ladbrokes)
£m
£m
1.3
(3.0)
(1.7)
–
–
–
2023
Total
£m
1.3
(3.0)
(1.7)
2022
(Coral)
£m
2022
(Ladbrokes)
£m
1.3
(1.6)
(0.3)
–
–
–
2022
Total
£m
1.3
(1.6)
(0.3)
The actual return on plan assets including interest over the year was a £14.5m gain (2022: loss of £183.4m).
The amounts recognised in the statement of comprehensive income are as follows:
Actual return on assets less interest on plan assets
Actuarial gains on defined benefit obligation due to
changes in demographic assumptions
Actuarial gains on defined benefit obligation due to
changes in financial assumptions
Experience adjustments on benefit obligation
Actuarial gains/(losses) recognised in the statement
of comprehensive income
2023
(Coral)
2023
(Ladbrokes)
£m
(0.7)
3.8
(3.2)
(3.6)
(3.7)
£m
–
–
–
–
–
2023
Total
£m
(0.7)
3.8
(3.2)
(3.6)
2022
(Coral)
£m
(192.6)
6.0
175.0
(13.0)
2022
(Ladbrokes)
£m
2022
Total
£m
(0.1)
(192.7)
–
–
–
6.0
175.0
(13.0)
(3.7)
(24.6)
(0.1)
(24.7)
Changes in the present value of the defined benefit obligation are as follows:
At 1 January
Interest on obligation
Actuarial gains due to changes in demographic
assumptions
Actuarial gains/(losses) due to changes in financial
assumptions
Experience adjustments on obligations
Benefits paid
At 31 December
2023
(Coral)
2023
(Ladbrokes)
£m
(259.4)
(12.2)
3.8
(3.2)
(3.6)
12.0
(262.6)
£m
–
–
–
–
–
–
–
2023
Total
£m
(259.4)
2022
(Coral)
£m
(430.5)
(12.2)
(7.7)
3.8
6.0
(3.2)
(3.6)
12.0
(262.6)
175.0
(13.0)
10.8
(259.4)
2022
(Ladbrokes)
£m
–
–
–
–
–
–
–
2022
Total
£m
(430.5)
(7.7)
6.0
175.0
(13.0)
10.8
(259.4)
Entain plc Annual Report 2023
199
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 30 Retirement benefit schemes (continued)
Changes in the fair value of plan assets are as follows:
At 1 January
Interest on plan assets
Administrative expenses
Actual return less interest on plan assets
Scheme buy-out
Benefits paid
At 31 December
2023
(Coral)
2023
(Ladbrokes)
£m
323.2
15.2
(1.3)
(0.7)
–
(12.0)
324.4
£m
–
–
–
–
–
–
–
2023
Total
£m
323.2
15.2
(1.3)
(0.7)
–
(12.0)
324.4
2022
(Coral)
£m
518.6
9.3
(1.3)
(192.6)
–
(10.8)
323.2
2022
(Ladbrokes)
£m
7.0
–
–
(0.1)
(6.9)
–
–
2022
Total
£m
525.6
9.3
(1.3)
(192.7)
(6.9)
(10.8)
323.2
The Group does not expect to contribute to the plan in 2024. The Group will however continue to meet the administrative expenses of the
Gala Coral Pension Plan scheme.
The major categories of plan assets as a percentage of total plan assets are as follows:
Equities
Diversified growth funds
Liability-driven investment
Multi-asset credit
Corporate bonds
Private credit
Cash and cash equivalents
2023
(Coral)
%
2.0
5.0
48.0
3.0
34.0
8.0
–
100.0
2023
(Ladbrokes)
%
2022
(Coral)
%
2022
(Ladbrokes)
%
–
–
–
–
–
–
–
–
6.0
16.0
36.0
12.0
22.0
8.0
–
100.0
–
–
–
–
–
–
–
–
At 31 December 2023, the plan assets were categorised as Level 2 of £297.5m (2022: £296.1m) and as Level 3 of £26.9m (2022: £27.1m).
Definition of fair value level categories are set out in Note 25.
The plan does not invest directly in property occupied by the Group or in financial securities issued by the Group. Although, as the plan
holds pooled investment vehicles, there may at times be indirect employer-related investment. At 31 December 2023 these represented
less than 0.1% (2022: 0.1%) of the plan’s total assets.
The investment strategy is set by the Trustees of the plans in consultation with the Group. For the Gala Coral Plan the current long-term
strategy is to invest in a low-risk matching bond portfolio with a relatively small investment in return seeking funds.
Principal actuarial assumptions at the balance sheet date (expressed as weighted averages where appropriate):
Discount rate
Price inflation (CPI)
Price inflation (RPI)
Future pension increases
– LPI 5% (CPI)
– LPI 2.5% (CPI)
2023
(Coral)
% p.a.
2023
(Ladbrokes)
% p.a.
2022
(Coral)
% p.a.
2022
(Ladbrokes)
% p.a.
4.6
2.0
3.0
2.9
2.0
n/a
n/a
n/a
n/a
n/a
4.8
2.2
3.2
3.1
2.1
n/a
n/a
n/a
n/a
n/a
Post-retirement mortality assumed for most members is based on the standard SAPS mortality table with the CMI 2022 projections
which considers future improvements, adjusted to reflect plan specific experience.
The assumption used implies that the expected lifetime of members for the two schemes is:
Male aged 45 for year ended
Female aged 45 for year ended
Male aged 65 for year ended
Female aged 65 for year ended
200
Entain plc Annual Report 2023
2023
(Coral)
2023
(Ladbrokes)
2022
(Coral)
2022
(Ladbrokes)
87.0
89.5
85.8
88.1
–
–
–
–
87.4
89.9
86.2
88.5
n/a
n/a
n/a
n/a
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 30 Retirement benefit schemes (continued)
Changes to the assumptions will impact the amounts recognised in the consolidated balance sheet and the consolidated statement of
comprehensive income in respect of the plan. For the significant assumptions, the following sensitivity analysis provides an indication of
the impact on the defined benefit obligation for the year ended 31 December 2023:
– 0.5% p.a. decrease in the discount rate
– 0.5% p.a. increase in price inflation
– One-year increase in life expectancy
2023
(Coral)
2023
(Ladbrokes)
%
7.1
5.0
3.4
%
–
–
–
2022
(Coral)
%
2022
(Ladbrokes)
%
7.4
5.0
3.3
–
–
–
These sensitivities have been calculated to show the movement in the defined benefit obligation in isolation, and assuming no other
changes in market conditions at the accounting date. This is unlikely in practice, for example, a change in discount rate is unlikely to occur
without any movement in the value of the assets held by the plan.
31 Share-based payments
The following options to purchase €0.01 ordinary shares in the Group were granted, exercised, forfeited or existing at the year end:
Date of grant
Exercise price
Existing at
1 January
2023
Granted
in the year
Cancelled
or forfeited
in the year
Exercised
in the year
Existing at
31 December
2023
Exercisable at
31 December
2023
Vesting
criteria
16-Dec-2016
28-Dec-2017
26-Mar-2019
10-Jun-2020
24-Mar-2021
04-May-2021
18-Mar-2022
26-Apr-2022
28-Jun-2022
25-Apr-2023
04-May-2023
16-Jun-2023
Total Schemes
422p
351,338
0p
0p
0p
0p
1264p
3,392
67,188
1,243,557
908,930
667,231
0p
1,208,514
628,363
483,032
1333p
0p
1008p
0p
0p
(199,624)
(1,005,447)
–
–
–
–
–
–
–
–
–
–
–
–
(73,955)
(142,070)
(170,300)
(87,477)
(97,566)
(122,029)
(172,794)
–
(12,000)
339,338
339,338
–
(46,783)
–
(3,746)
3,392
20,405
38,486
834,975
521,415
–
1,038,214
(701)
–
(574)
–
–
540,185
385,466
885,545
729,406
1,275,465
3,392
20,405
38,486
–
–
–
–
–
–
–
–
Note a
Note b
Note c
Note d
Note e
Note f
Note g
Note h
Note i
Note j
Note k
Note k
–
–
–
1,008,148
902,200
1,275,465
5,561,545
3,185,813
(1,065,815)
(1,069,251)
6,612,292
401,621
Note a: 2016 MIP Plan – These equity settled awards were issued on completion of the acquisition of bwin.party. The options vest and became exercisable, subject to the
satisfaction of a performance condition, over 30 months, with one-ninth vesting six months after the date of grant and a further ninth vesting at each subsequent quarter.
The options lapse, if not exercised, on 2 February 2026. The performance condition is comparator total shareholder return (“TSR”) of the Group against the FTSE 250. Each
ninth of the shares will have its TSR condition reviewed from the date of grant until the relevant testing date. To the extent the TSR is not met at that time, it is tested again
the following quarter and, if necessary, at the end of the 30-month vesting period. In order to vest, the TSR of the Group must rank at median or above against the FTSE 250.
Note b: 2017 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on both cumulative Earnings Per Share (“EPS”) exceeding 180 euro cents, with a pro-rata increase in the amount vesting between 180 cents
and 214 cents, and TSR performance conditions being met which are split with equal weighting.
Note c: 2019 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards that vested was conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 184p, with a pro-rata increase in the amount vesting between
184p and 214p, and TSR performance conditions being met which are split with equal weighting.
Note d: 2020 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 267p, with a pro-rata increase in the amount vesting between 267p and
295p, and certain TSR performance conditions being met which are split with the weighting of one third based on EPS and two thirds relating to TSR conditions. There were
also a number of restricted share plan shares issued during 2020 against which service conditions apply.
Note e: 2021 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on both cumulative three-year Earnings Per Share (“EPS”) exceeding 255p, with a pro-rata increase in the amount vesting between 255p and
296p, and certain TSR performance conditions being met which are split with the weighting of one-third based on EPS and two-thirds relating to TSR conditions.
Note f: 2021 Employee Sharesave Plan – During 2021 the Group set up an Employee Sharesave plan. Under this plan employees of the Group are able to subscribe up to a maximum
of £100 a month to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The vesting period is three
years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.
Note g: 2022 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on certain TSR performance conditions being met.
Note h: 2022 Employee Sharesave Plan – During 2022 the Group set up an Employee Sharesave plan. Under this plan employees of the Group are able to subscribe up to a maximum
Note i:
Note j:
of £100 a month to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The vesting period is three
years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.
2022 Employee Free Share Plan – During 2022 the Group set up an Employee Free Share plan. Under this plan each employee of the Group has been granted 22 free shares
for a vesting period of two years. The shares will vest conditional upon continued employment at the end of the two years.
2023 Employee Sharesave Plan – During 2023 the Group set up an Employee Sharesave plan. Under this plan employees of the Group are able to subscribe up to a
maximum of £100 a month to invest in share purchases at a price representing a discount of 20% from the share price at the commencement of the plan. The vesting period
is three years. The right to purchase shares will vest conditional upon continued employment at the end of the three years.
Note k: 2023 LTIP Plan – These equity settled awards were awarded to certain Directors and employees and vest over a three-year period from the date of grant. The number of
awards to vest are conditional on certain TSR performance conditions being met.
The charge to share-based payments within the consolidated income statement in respect of these options in 2023 was £21.7m
(2022: £19.2m) which related entirely to equity settled options.
Entain plc Annual Report 2023
201
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 31 Share-based payments (continued)
Weighted average exercise price of options
The number and weighted average exercise prices of share options are as follows:
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Cancelled or forfeited in the year
Outstanding at the end of the year
Exercisable at the end of the year
Weighted
average
exercise price
31 December
2023
329p
319p
Number
of options
31 December
2023
5,561,545
3,185,813
11p
(1,069,251)
393p
365p
357p
(1,065,815)
6,612,292
401,621
Weighted
average
exercise price
31 December
2022
31p
366p
21p
426p
329p
351p
Number
of options
31 December
2022
6,167,742
2,468,119
(2,057,507)
(1,016,809)
5,561,545
421,918
The options outstanding at 31 December 2023 have a weighted average contractual life of 1.5 years (31 December 2022: 1.4 years).
Valuation of options
The fair value of services received in return for share options granted are measured by reference to the fair value of share options granted.
The Group engaged third-party valuation specialists to provide a fair value for the options.
All LTIP plans are valued using both a Black Scholes valuation model and Monte Carlo valuation for the cumulative EPS and TSR
conditions respectively.
Fair value of share options and assumptions:
Share price at
date of grant
Exercise price
Date of grant
Dec-16
Dec-17
Mar-19
Jun-20
Mar-21
May-21
Mar-22
Apr-22
Jun-22
Apr-23
May-23
Jun-23
(£)
6.48
9.34
4.96
7.86
15.25
16.46
16.66
14.74
13.04
14.39
14.70
12.21
(£)
4.22
–
–
–
–
12.64
–
13.33
–
10.08
–
–
Expected
volatility
%
28%–30%
26.6%
31.5%
33.2%
52.8%
51.3%
51.5%
50.1%
n/a
41.3%
41.0%
41.0%
Exercise
multiple
Expected
dividend yield
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
2.0%
2.0%
1.2%
1.3%
n/a
1.4%
1.7%
1.7%
Risk-free rate
%
–
0.40%
0.70%
0.30%
0.01%
0.02%
1.4%
1.60%
n/a
3.59%
4.68%
4.68%
Fair value at
measurement
date
(£)
1.43–1.94
7.39–9.34
1.90–4.96
3.54–7.86
10.03–11.27
6.75
10.77–12.35
5.66
13.04
6.39
5.48
5.48
202
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 32 Business combinations
Business combinations are accounted for using the acquisition method. Identifiable assets and liabilities acquired, and contingent
liabilities assumed in a business combination are measured at their fair values at the acquisition date. The identification and valuation of
intangible assets arising on business combinations is subject to a degree of estimation. We engaged independent third parties, including
Kroll, to assist with the identification and valuation process. This was performed in accordance with the Group’s policies. The excess of
the cost of acquisition over the fair value of the Group’s share of the identifiable assets acquired is recorded as goodwill. Costs related to
the acquisition are expensed as incurred; see Note 6 for details.
SuperSport
Measurement period adjustment
The initial value of goodwill recognised was £518.8m on acquisition. Subsequent to this a measurement period adjustment has been
applied to increase the goodwill by £1.7m, increase licences by £1.5m, increase trade-marks & brand names by £1.0m, decrease
customer relationships by £4.0m, and increase other liabilities by £0.2m.
Due to these measurement period adjustments, in line with IFRS 3 ‘Business Combinations’ it has been necessary to present a restated
2022 balance sheet and related notes to the accounts for those balances affected.
Transactions with minority shareholders
During the period, the Group received by way of an equity injection into Entain Holdings (CEE) Limited £42.6m from EMMA Capital in
relation to their 25% share of the 2022 earn-out under the SuperSport acquisition. As EMMA Capital holds a put option over its equity,
which is enforceable on the Group from November 2025, a financial liability equivalent to the equity injection has been recognised to
reflect the future liability within equity.
Summary of acquisitions in the period:
Acquisitions during the year relate primarily to online gaming activities. Tab NZ, an STS also have retail estates. Fair values were
determined on the basis of an initial assessment performed by an independent professional expert.
NZ Ent Limited (trading as Tab NZ)
On 1 June, the Group completed the acquisition of a business (NZ Ent Limited) which entitles them to the exclusive license to operate and
run the brand of Tab NZ in New Zealand for 25 years for an initial payment of £85.3m with a further £10.6m paid following acquisition.
As part of the acquisition, the Group has also committed to make minimum guaranteed funding payments to Tab NZ (the seller) in the
first five years post completion, with further contingent payments due up to and including year 25. As there are no ongoing obligations
or service requirements on the selling party, these payments have been deemed to form part of consideration under IFRS 3 rather
than ongoing deductions on profits. As such, based on forecast performance for the Group’s New Zealand business and the estimated
returns on the potential introduction of geo-blocking, which could be significant, the discounted estimate of consideration for the Tab NZ
acquisition is £1,208.7m, which is considered to be equal to the fair value.
In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.
Details of the purchase consideration, and the values of net , the net assets acquired and goodwill are as follows:
Intangible assets (excluding goodwill)
Property, plant and equipment
Trade and other receivables
Cash and cash equivalents
Deferred tax asset
Deferred tax liability
Trade and other payables
Lease liabilities
Total
Net assets acquired
Goodwill
Total net assets acquired
Consideration:
Cash
Deferred consideration
Contingent consideration
Total consideration
Fair value
£m
894.6
17.4
24.6
10.2
309.8
(242.6)
(45.3)
(10.5)
958.2
958.2
250.5
1,208.7
96.6
386.5
725.6
1,208.7
Entain plc Annual Report 2023
203
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 32 Business combinations (continued)
STS Holdings SA
On 23 August, a Group subsidiary, Entain CEE, acquired 99.28% of STS Holdings S.A. (“STS”) at a purchase price of PLN 24.80 per
share. As part of the acquisition and the funding of Entain CEE’s purchase of STS, the majority shareholder in STS acquired a 10%
economic stake in the enlarged Entain CEE business for cash with the existing minority shareholder, EMMA Capital, also subscribing for
additional equity in Entain CEE for cash to fund their economic proportion of the acquisition. Total consideration for the acquisition of STS
was £748.6m, with minority holdings, including the remaining 0.72% of shares not acquired as part of the initial purchase, contributing
£313.5m of the consideration. As the former majority shareholder in STS and EMMA Capital have put options on their equity stake in
Entain CEE, the Group has recognised an equivalent financial liability for these two put options (see Note 26).
Post the acquisition, the remaining 0.72% of equity in STS has been acquired by Entain CEE, with each parent contributing in line with
their economic interest in Entain CEE.
In accordance with IFRS 3, as the Entain Group exercises control of CEE and therefore indirectly controls STS, the business has been
consolidated from the point of acquisition.
Details of the purchase consideration, and the values the of net assets acquired and the goodwill are as follows:
Intangible assets (excluding goodwill)
Property, plant and equipment
Trade and other receivables
Cash and cash equivalents
Deferred tax liability
Trade and other payables
Lease liabilities
Total
Net assets acquired
Goodwill
Total net assets acquired
Consideration:
Cash
Non-controlling interest
Total consideration
Other business combinations
BetCity
Fair value
£m
401.3
22.6
5.6
56.7
(74.8)
(21.5)
(15.4)
374.5
374.5
374.1
748.6
435.1
313.5
748.6
On 11 January, the Group acquired 100% of the share capital of BetCity for initial consideration of €305m, including working capital
adjustments, with further contingent amounts payable in 2024 and beyond subject to financial performance. Based on financial forecasts
at the point of acquisition, total discounted consideration has been assessed as €362m. Amounts payable are capped at €550m.
In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.
365Scores
On 30 March, the Group acquired 100% of the share capital of 365Scores for $157m including working capital adjustments, with further
contingent payments payable subject to the achievement of certain financial targets capped at $10m. Based on financial forecasts at the
point of acquisition, total discounted consideration has been assessed as $161m.
In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.
Tiidal Gaming
On 9 June, the Group acquired 100% of the share capital of Tiidal Gaming for £7.8m. There are no contingent consideration elements in
the acquisition.
In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.
ASF Limited (trading as Angstrom)
On 29 September the Group completed the acquisition of ASF Ltd, acquiring 100% of the share capital of the business for initial
consideration of $93.5m with up to an additional $65.0m ($82.7m undiscounted) payable subject to the achievement of certain milestones.
Based on forecasts for the business’ performance post acquisition, total discounted consideration has been assessed as $138.5m.
204
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 32 Business combinations (continued)
In accordance with IFRS 3, as control has been obtained, the business has been consolidated from the point of acquisition.
Details of the total purchase consideration, and the values of the net assets acquired and goodwill on the acquisition of BetCity,
365Scores, Tiidal Gaming, and Angstrom are as follows:
Intangible assets (excluding goodwill)
Property, plant and equipment
Trade and other receivables
Cash and cash equivalents
Deferred tax liability
Loans and borrowings
Trade and other payables
Lease liability
Total
Net assets acquired
Goodwill
Total net assets acquired
Consideration:
Cash
Deferred consideration
Total consideration
Fair value
£m
216.7
2.1
26.2
21.0
(51.5)
(9.4)
(49.3)
(1.0)
154.8
154.8
442.9
597.7
455.4
142.3
597.7
All of the acquired businesses contributed revenues of £357.6m and underlying profit before tax of £34.9m.
Had the acquisitions occurred on the first day of the financial year the revenue for the Group would have been £4,990.2m with an
underlying profit before tax of £493.4m.
Included in the valuation of goodwill is the value attributed to acquired workforce, and the benefit of future trading potential including
synergies arising as part of the acquisition.
33 Commitments and contingencies
AUSTRAC
In October 2020, AUSTRAC initiated a compliance assessment of Entain Group Pty Ltd, the Group’s subsidiary in Australia (“Entain
Australia”). Following two years of assisting AUSTRAC with the assessment, Entain Australia was notified in September 2022 that
AUSTRAC would be commencing an enforcement investigation. The investigation is focused on whether Entain Australia complied with
its obligations under the AML/CTF Act.
Entain Australia continues to co-operate fully with AUSTRAC’s enforcement team, and is liaising regularly with AUSTRAC’s regulatory
operations teams as it implements a detailed remediation plan. As AUSTRAC are still conducting their investigation and reviewing
documentation, it is too early to predict the likely timing and potential outcome of the investigation. Whilst the details of the investigation
into Entain Australia are different to other AUSTRAC investigations in the bookmaking industry, the directors note that previous penalties
in AUSTRAC civil penalty proceedings have been significant. Therefore, as at the Balance Sheet date, uncertainty exists over both the
timing and outcome of the investigation, with any potential penalty, should one arise, potentially material.
The Group remains fully engaged, working collaboratively with AUSTRAC and providing detailed quarterly updates on enhancements to
its AML/CTF program. Whilst significant progress has been made since 2022, this remains a key area of focus.
As a leading gambling operator, the Group recognises that it has a responsibility to keep financial crime out of gambling, and remains
committed to our customers, our shareholders and the communities that we operate in to ensure we act as a gatekeeper for safer betting.
Greek Tax
In November 2021, the Athens Administrative Court of Appeal ruled in favour of the Group’s appeal against the tax assessment raised
by the Greek tax authorities in respect of 2010 and 2011. In February 2022, the Greek tax authorities appealed against the judgements
to the Greek Supreme Administrative Court. While the Group expects to be successful in defending the appeal by the Greek authorities,
should the Greek Supreme Administrative Court rule in favour of the Greek tax authorities, then the Group could become liable for the full
2010-2011 assessment plus interest, an estimated total of €283.6m at 31 December 2023.
Entain plc Annual Report 2023
205
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 34 Related party disclosures
Other than its associates and joint venture, the related parties of the Group are the Executive Directors, Non-Executive Directors and
members of the Executive Committee of the Group.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not
disclosed in this note. Transactions between the Group and its associates and joint venture and other related parties are disclosed below.
During the year, Group companies entered into the following transactions with related parties who are not members of the Group:
Equity investment
– Joint venture1
Sundry income
– Associates2
Sundry expenditure
– Associates2
1. Equity investment in BetMGM.
2. Payments in the normal course of business made to Sports Information Services (Holdings) Limited.
Details of related party outstanding balances
Other amounts outstanding
– Joint venture receivable
– Associates receivables
– Associates payables
2023
£m
2022
£m
40.7
175.1
21.5
–
(51.4)
(55.5)
2023
£m
54.7
3.2
(0.1)
2022
£m
87.8
4.4
(0.3)
Terms and conditions of transactions with related parties
Sales to, and purchases from, related parties are made at market prices and in the ordinary course of business. Outstanding balances
at 31 December 2023 are unsecured and settlement occurs in cash. For the year ended 31 December 2023, the Group has not raised
any provision (2022: £nil) for doubtful debts relating to amounts owed by related parties as the payment history has been good.
This assessment is undertaken each financial year through examining the financial position of the related party and the market in which
the related party operates.
Transactions with Directors and key management personnel of the Group
For details of Directors’ remuneration please refer to the Directors’ remuneration table included on pages 118 to 121 of this report.
The remuneration of key management personnel is set out below in aggregate for each of the categories specified in IAS 24 Related
Party Disclosures. Key management personnel comprise Executive Directors and members of the Executive Management Team.
Further information about the remuneration of individual Directors is provided in the Directors’ remuneration report.
Short-term employee benefits
Redundancy/loss of office
Pension-related costs
Share-based payments
Total compensation paid to key management personnel
2023
£m
7.3
1.6
0.3
10.7
19.9
2022
£m
7.9
–
0.1
7.6
15.6
The consolidated financial statements include the financial statements of Entain plc and its subsidiaries. The companies listed below are
those which were part of the Group at 31 December and therefore the results, cash flows and balance sheets of all subsidiaries listed are
consolidated into the Group financial statements, furthermore the results of joint ventures and associates are accounted for in accordance
with the policy set out in Note 4.
206
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 34 Related party disclosures (continued)
Subsidiaries based in the United Kingdom
% equity interest
Registered address
7th Floor,
One Stratford Place,
Westfield Stratford City,
Montfichet Road,
London,
United Kingdom,
E20 1EJ
Company
Arthur Prince (Turf Accountants) Limited5
Bartletts Limited5
Birchgree Limited4
Bloxhams Bookmakers Limited5
Brickagent Limited
ASF Limited
Cashcade Limited
CE Acquisition 1 Limited4
Chas Kendall (Turf Accountant) Limited5
Choicebet Limited5
C L Jennings (1995) Limited5
Competition Management Services Co. Limited5
Coral (Holdings) Limited4
Coral (Stoke) Limited5
Coral Estates Limited
Coral Eurobet Limited
Coral Eurobet Holdings Limited4
Coral Group Limited4
Coral Group Trading Limited4
Coral Limited4
Coral Racing Limited
Coral Stadia Limited4
E.F. Politt & Son Limited5
Electraworks Maple Limited
Entain Holdings (UK) Limited1,2,4
Entain Marketing (UK) Limited4
Entain Services Limited5
Entain Wave Limited5
Gable House Estates Limited5
Ganton House Investments Limited
Greatmark Limited
Hillford Estates Limited5
Hindwain Limited5
Impala Digital Limited3
Interactive Sports Limited5
J G Leisure Limited5
J. Ward Hill & Company5
Jack Brown (Bookmaker) Limited
Jerusalem Development (Mamilla) Co. Limited5
Jerusalem Development Corporation (Holdings) Limited4,5
Joe Jennings Limited5
Krullind Limited5
Ladbroke & Co., Limited5
Ladbroke (Rentals) Limited5
Ladbroke City & County Land Company Limited5
Ladbroke Dormant Holding Company Limited4,5
Ladbroke Entertainments Limited
Ladbroke Group4
Ladbroke Group Homes Limited5
2023
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
97.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
2022
100.0
100.0
100.0
100.0
100.0
100.0
–
100.0
100.0
100.0
100.0
97.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Entain plc Annual Report 2023
207
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 34 Related party disclosures (continued)
Registered address
Company
Ladbroke Group Properties Limited4,5
Ladbroke Land Limited5
Ladbroke US Investments Limited4
Ladbrokes Betting & Gaming Limited2,3,4
Ladbrokes Contact Centre Limited
Ladbrokes Coral Corporate Director Limited5
Ladbrokes Coral Corporate Secretaries Limited5
Ladbrokes Coral Group Life Benefits Trustee Limited5
Ladbrokes Coral Group Limited2,4
Ladbrokes Coral Group Pension Trustee Limited
Ladbrokes E-Gaming Limited5
Ladbrokes Group Finance plc2
Ladbrokes Investments Holdings Limited4,5
Ladbrokes IT & Shared Services Limited5
Ladbrokes Trustee Company Limited5
Lightworld Limited4,5
London & Leeds Estates Limited5
Margolis and Ridley Limited5
New Angel Court Limited5
Paddington Casino Limited5
Reg. Boyle Limited
Reuben Page Limited4,5
Romford Stadium Limited
Rousset Capital Limited5
Sponsio Limited5
Sporting Odds Limited2,3
Sportingbet (IT Services) Limited5
Sportingbet (Management Services) Limited5
Sportingbet Holdings Limited4
Sportingbet Limited4
Sports (Bookmakers) Limited5
Techno Land Improvements Limited5
Town and County Factors Limited
Vegas Betting Limited5
Ventmear Limited5
Techno Limited
Ladbrokes (Northern Ireland) (Holdings) Limited4
Ladbrokes (Northern Ireland) Limited5
North West Bookmakers Limited2,3
1 Bartholomew Lane,
London, United Kingdom
EC2N 2AX
77A Andersonstown Road,
Belfast, United Kingdom
BT11 9AH
Subsidiaries based overseas
Registered address
c/o Corporate & Trust Services (Caribbean)
Limited, Thomas, John & Co, PO Box 990, FD, ICIC
Bldg, Lower Factory Road, St John’s, Antigua and
Barbuda
Company
Green Sand Limited5
208
Entain plc Annual Report 2023
% equity interest
2023
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
84.0
100.0
100.0
100.0
2022
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
93.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
84.0
100.0
100.0
100.0
% equity interest
2023
100.0
2022
100.0
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 Company
Ennovate Investments Pty Limited
Ennovate Labs Pty Limited
Entain Group Pty Limited2,3
Esports Australia Pty Limited
Gaming Investments Pty Limited4
Ladbrokes Racing Club Pty Limited
LB Australia Holdings Pty Limited4
Neds International Pty Limited4
Neds.com.au Pty Limited4
Full House Group Pty Limited
% equity interest
2023
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
33.0
2022
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
33.3
Innquizitive Pty Limited
100.0
100.0
Angstrom Sports Australia Pty Ltd
100.0
–
34 Related party disclosures (continued)
Registered address
East Tower, Level 2,
25 Montpelier Road,
Bowen Hills,
QLD 4006
Australia
17 Atlantic Dr, Keysborough,
VIC 3173 Australia
2 Kosmala Close, Newington,
NSW 2127, Australia
Suite 902, Level 9,
146 Arthur Street, North Sydney,
NSW 2060, Australia
Marxergasse 1b,
1030 Vienna,
Austria
Chaussée de Wavre 1100 Box 3,
1160 Auderghem,
Belgium
Entain Services Australia GmbH
Ladbroke Belgium SA4
Pari Mutuel Management Services S.A.
N.V. Derby S.A.
Redsports.be SRL/BV
Tiercé Ladbroke S.A.3
Tilt SRL/BV
Creative Trend Limited5
CTL Holdings International Limited5
SRL Holdings International Limited5
Sunrise Resources Limited5
Westman Holdings Limited4,5
Alameda Rio Negro 111 1030,
Andar 2 Conj 206 Torre Stadium Corpor, Alphaville
Industrial Barueri; Sao Paulo, 06454911, Brazil
365 Scores Midia Ltda
Belmont Chambers,
Road Town,
Tortola,
British Virgin Islands
Jayla Place, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands
Sea Meadow House, Blackbourne Highway,
PO Box 116, Road Town, Tortola,
British Virgin Islands
55 Nikola Vaptsarov Blvd, Office Park Expo 2000,
Building Phase 4, Floor 3, Lozenets Area, Sofia
1407, Bulgaria
1565 Carling Avenue, Suite 400, Ottawa,
Ontario K1Z 8R1, Canada
1500 Royal Centre, 1055 West Georgia Street,
Vancouver
BC V6E 4N7, Canada
5B, First Floor, St Anne’s House, Victoria
Street, Alderney, GY9 3UF, Channel Islands
Quay House, South Esplanade
St, Peter Port, Guernsey, GY1 4EJ,
PO Box 132, Channel Islands
Entain Operations Canada Limited
100-2006 Old Malone Road, Kahnawake, Quebec
J0L1B0, Canada
Kahnawake Management Services Inc
Angstrom Sports Canada Inc.
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
Interactive Sports (C.I.) Limited4
100.0
100.0
Longfrie Limited
100.0
100.0
1st Floor, Liberation House,
Castle Street, St. Helier, JE1 1GL, Jersey,Channel
Islands
Ladbroke (Channel Islands) Limited3
Maple Court Investments (Jersey) Limited5
100.0
100.0
Entain plc Annual Report 2023
209
Wavecrest Providers Limited5
100.0
100.0
Entain Services (Bulgaria) EOOD
100.0
100.0
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 34 Related party disclosures (continued)
Registered address
Company
Block 3, The Forum, Grenville Street,
St. Helier JE2 4UF, Jersey
Avid International Limited
13/F, Gloucester Tower, The Landmark, 15 Queen’s
Road, Central Hong Kong, China
GVC Technology Consulting (Asia) Co Limited
CR 15 # 106 32 Of P H 3,
BOGOTA D.C., Colombia
Krcka Ulica 18d 10000
Zagreb, Croatia
Bwin Latam S.A.S.
Emma Gamma Adriatic d.o.o.
Puni Broj d.o.o.
SuperSport d.o.o.
SuperSport marketing d.o.o.
Ulica Josipa Marohnića 1/1, Zagreb, Croatia
minus5 d.o.o
Emancipatie Boulevard Dominico F. “Don” Martina
29, Curaçao
GVC Services BV
Heelsumstraat 51 E-Commerce Park
Curaçao PO Box 422
Best Global N.V.
Kaya Richard J. Beajon Z/N Landhuls Joonchi II,
Curaçao P.O Box 6248
Elec Games N.V.
15 Agion Omologiton, Nicosia, 1080 Cyprus
Bellingrath Enterprises Limited4
Na Zatorka, 672/24, Bubeneÿ
Prague, 18600, Czech Republic
Karolinská 650/1, Kralín,
Prague, 18600, Czech Republic
Sporticon Development s.r.o.
Betsys, s.r.o.
Fruebjergvej 3, Copenhagen, 2100, Denmark
Interactive Sports (Denmark) ApS
Lootsa tn 1a, Lasnamae Linnaosa,
11415 Estonia
Ninja Global OU5
Optiwin OU3
Unioninkatu 24, Helsinki, 00130 Finland
Finnplay Technologies Oy
19 Boulevard Malesherbes, 75008, Paris, France B.E.S. S.A.S.
Linden Palais, Unter den Linden 40, 10117 Berlin,
Germany
Entain (Germany) GmbH
Apt. 48, N19, Vake District, Kavtaradze Str., Tbilisi,
Georgia
Entain Georgia LLC4
Vake District, Kavtaradze Str., No 5,
Entrance 2, Floor 2, Office Space No 2,
Tbilisi, Georgia
MARS LLC2,3
Suite 6 Atlantic Suites,
Europort Avenue,
Gibraltar
210
Entain plc Annual Report 2023
Balltree (International) Limited5
Bingo Marketing Limited5
bwin.party holdings Limited4
bwin.party services (Gibraltar) Limited5
Coral Interactive (Gibraltar) Limited5
ElectraGames Limited4
ElectraWorks Limited2,3
Gala Coral Interactive (Gibraltar) Limited4,5
Gala Interactive (Gibraltar) Limited4,5
Greyjoy Limited
Entain Corporate Services Limited
Entain Holdings (Gibraltar) Limited1,2,4
Entain Operations Limited2,3,4
Entain Trustees Limited
Fusionex Limited
IGM Domain Name Services Limited
ISG (Gibraltar) Limited
LC International Limited2,3,4
% equity interest
2023
100.0
2022
100.0
100.0
100.0
100.0
100.0
67.5
67.5
67.5
67.5
75.0
75.0
75.0
75.0
75.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
67.5
50.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 34 Related party disclosures (continued)
Registered address
Company
7th Floor, Madison building, Midtown,
Queensway, GX11 1AA, Gibraltar
1st Floor Otter House,
Naas Road,
Dublin 22 Ireland
3 Dublin Landings, North Wall Quay,
D01 C4EO Ireland
5th Floor, Divyasree Omega Block – B,
Hitec City Road, Kondapur, Hyderabad
Andhra Pradesh, 500081 India
PartyGaming IA Limited5
The Entain Foundation
Avid Ecom Solutions Limited
Avid Studios Limited
Ladbroke (Ireland) Limited2,3,4
Fort Anne Limited1
M.L.B. Limited
IVY Comptech Private Limited
IVY Software Development Services Private Limited
IVY Foundation Limited
Ivy Mobitech Services Private Limited
IVY Global Shared Services Private Limited
32 Athol Street, Douglas, IM1 1JB Isle of Man
Entain (IOM) Limited1,4
Menahem Begin Road 121 & 125,
Tel Aviv, Jaffa, Israel
2 Nahalat Yitchak, Tel-Aviv Yaffo,
6744801, Israel
Via Lungotevere Arnaldo da Brescia 12,
00196 Rome, Italy
Via Gaetano Previati 9,
20149 Milan, Italy
ALN House Eldama Ravine Close,
Off Eldama Ravine Road, Westlands,
Nairobi, PO Box 200, Kenya
Setekles iela,
Riga LV-1050
Latvia
Orsos g. 4-101, Vilnius, Lithuania
Gala Interactive (Services) Limited
GVC Impala R&D Limited
Ladbrokes Israel Limited
365 Scores Limited
Agenzia M3 S.R.L.
Eurobet Holding S.R.L.4
Eurobet Italia S.R.L.2,3
bwin European Markets Holding SpA
bwin Italia S.R.L.3
Wave Operations (Kenya) Limited
Wave Online (Kenya) Limited
SIA Klondaika
SIA Klondaika Café
SIA Laimz3
SIA Optibet3
UAB Baltic Bet3
UAB Party Casino3
Penthouse, Palazzo Spinola Business Centre,
Number 46, St Christopher Street, Valletta, VLT
1464, Malta
bwin.party holding Malta Limited
bwin.party International Malta Limited
Unit 6 ST Business Centre,
120 The Strand,
Gzira GZR 1027
Malta
bwin (Deutschland) Limited
bwin.gr Limited2
bwin Holdings (Malta) Limited1,4
bwin.party services (Malta) Limited
Online-Wetten (Austria) Limited
Deis Limited4
ElectraWorks (France) Limited
ElectraWorks (Kiel) Limited
ElectraWorks (Svenska) Limited
ElectraWorks Europe Ltd
Entain Holdings (Malta) Limited
Entertainments Technologies Group Limited4
Gaming VC Corporation Limited
Ladbrokes (Deutschland) Limited
Martingale Europe Limited
% equity interest
2023
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
2022
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Entain plc Annual Report 2023
211
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 34 Related party disclosures (continued)
Registered address
Company
Martingale Malta 2 Limited
Sportingbet (Deutschland) Limited
Scandic Bookmakers Limited
Spread Your Wings Bravo Limited
STS Gaming Group Limited
STS.Bet Limited
Entain (Romania) Limited
VistaBet Limited2
BestBet Limited3
Elec Games C1 Limited3
Elec Games Holdings Limited4
Elec Games Limited3
Evora International Limited
Future Domain Lead Generation Limited
Future Lead Generation Limited4
Lifland Holdings Limited4
Ninja Global Limited3
Entain Holdings (CEE) Limited4
West African Gaming Limited5
Bwin Operations Mexico, S.A. de C.V.
Entain Mexico, S.A. de C.V.
120 The Strand, Unit 6,
Trig Ix-Xatt,
Gzira GZR 1027
Malta
San Francisco 1005, Dolonia Del Valle,
Alcaldía Benito Juárez, Mexico City,
C.P. 03100 Mexico
Johan Cruijff Boulevard 61, Amsterdam
1101Dl Netherlands
Entain Holdings (Netherlands) B.V.
100.0
100.0
Keurenplein 4, Unit D1442, 1069CD, Amsterdam,
Netherlands
Betent B.V.
106-110 Jackson Street, Petone, Lower Hutt, 5012,
New Zealand
Entain New Zealand Limited
Floor 6 Exchange Place, 5 Willeston Street,
Wellington Central, Wellington, 6011, New
Zealand
6F Tower 3 Double Dragon Plaza EDSA
Ext. cor. Macapagal Avenue, Pasay City
Philippines
TIIDAL GAMING NZ LIMITED
InteractiveSports Asia Limited Inc.
NCH Customer Support Services, Inc
Porcelanowa 8, 40-246 Katowice, Poland
BetSys Poland Sp. Z.o.o.
STS Holdings S.A.
STS S.A.
UI. Taneczna 18A, 02-829 Warsaw Poland
bwin Poland S.A.
Praceta António Gedeão, 1 B, Paiões,
2635 – 002 Sintra, Portugal
Infield – Servicos de Consultoria Marketing Unipessoal
LDA.
Avenida D João II, Lote 1.07.2.1, 5ºA,
Parque das Nações
1990-096 Lisbon, Portugal
Gobet Entretenimento SA3
Entain Operations Portugal SA
1 Harbourfront Avenue, Keppel Bay Tower
14-03/07, 098632 Singapore
Cozy Games Pte Limited
Florent Pte Limited
bwin Interactive Marketing Espana S.L.
Calle Amador de los Ríos n°1, 6 planta
28010 Madrid, Spain
Calle Josep Plá, número 2, planta 5ªD
Edificio Torre Diagonal Litoral, 08019
Barcelona, Spain
Entain Services Iberia S.I.
100.0
100.0
Castello 82 4 IZQ, 28006 Madrid, Spain
Ladbrokes Betting and Gaming Spain, S.A.
100.0
100.0
212
Entain plc Annual Report 2023
% equity interest
2023
100.0
100.0
100.0
100.0
67.5
67.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
67.5
100.0
100.0
100.0
2022
100.0
100.0
100.0
100.0
–
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
67.5
67.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
–
–
100.0
100.0
–
–
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 SBT Software Operations (SA) (Pty)
100.0
100.0
Ladbrokes (SA) (Pty) Limited
100.0
60.0
Wave SA (Pty) Limited
85.0
100.0
34 Related party disclosures (continued)
Registered address
Company
Calle Real Numero 74, 51001 Ceuta, Spain
Electraworks (Ceuta) S.A.
Avenida de Fuencarral 44, Edificio Tribeca 1
Modulo B, CP 28108 Alcobendas Madrid, Spain
Winners Apuestas SA
Sportinbet Spain S.A.
Atlantic Version 2014 SLU
Cl Conde de Aranda 20, 28001
Madrid, Spain
San Justo Desvern, calle de la Constitución 1, 5º
planta, local 3, 08960, Barcelona, Spain
Suite 4 Constantia House, Steenbert Office Park,
Constantia, 7800 South Africa
24A 18th Street, Menlo Park, Pretoria,
0081 South Africa
Office 519, Spaces, Dock Road Junction, Corner
of Stanley & Dock Road, Waterfront, Cape Town,
8001, South Africa
Stora Gatan 46, Sigtuna
Kommun, 19330, Sweden
Royal Park Serviced Office,
Frosundaviks alle 15, 15903 Solna, Sweden
c/o The Corporation Trust Company,
1209 Orange Street, Country of New Castle,
Wilmington DE 19891, United States
7251 Amigo Strees, Suite 100, Las Vegas
NV 89119, United States
1013 Centre Road, Suite 403-B, Wilmington DE
19805, United Estates
Angstrom Sports Inc
4445 Corporation Ln Ste 264, Viriginia
Beach VA 23462-3262, United States
Angstrom Sports Virginia LLC
Five Greentree Centre, 525 Route 72 North, STE
104 Marlton, New Jersey 08053, United States
Angstrom Sports NJ LLC
Enlabs AB4
Entraction AB
Score24 AB3
Scout Gaming AB3
GVC Finance LLC1
GVC Holdings (USA) Inc
Ladbrokes Holdco. Inc.4
Stadium Technology Group, LLC3
bwin.party (USA) Inc
bwin.party entertainment (NJ) LLC
bwin.party services (NJ) Inc
Ladbrokes Subco LLC
The Entain Foundation US, Inc
Entain (Ukraine) LLC
LLC Bwin
Gomifer S.A.
701 S.Carson Street, Suite 200,
Carson City, NV 90801,
United States
c/o Saiber LLC, 18 Columbia Turnpike,
Suite 200, Florham Park, New Jersey,
United States
2 Mykoly Solovtsova St, Office 38/1
01014 Kyiv, Ukraine
Office 13, 39 Dzhona Makkeina,
Steer 01042 Kyiv, Ukraine
Dr Luis Bonavita, 1294, Torre 2 WTC
Free Zone, Oficina 631, Montevideo,
Uruguay
34972 Longacres, Lusaka
Lusaka Province, Zambia
% equity interest
2023
100.0
100.0
2022
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
–
–
100.0
90.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Wave Digital Zambia Limited
100.0
100.0
1. Company that is directly owned by Entain plc.
2. Company that forms part of the Group as at 31 December 2023 and which, principally affected the Group’s reported results for the year.
3. Trading entity engaged in activity associated with betting and gaming.
4. Holding company.
5. Dormant company.
Entain plc Annual Report 2023
213
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 34 Related party disclosures (continued)
Joint ventures
Registered address
Corporation Service Company,
251 Little Falls Drive,
Wilmington,
Delaware 19808, United States
Associates
Company
BetMGM, LLC
Country of incorporation
Company
China
Germany
Belgium
United Kingdom
Asia Gaming Technologies (Beijing) Co., Ltd1
Asia Gaming Technologies Limited
bwin E.K. Neugersdorf
Gran Casino de Dinant SA
Infiniti Casino Oostende NV
Leaderbet NV
Professional Gaming Services SRL/BV
Draw & Code Limited
Games For Good Causes PLC
Sports Information Services (Holdings) Limited
% equity interest
2023
50.0
2022
50.0
% equity interest
2023
49.0
49.0
50.0
20.0
20.0
20.0
19.0
40.0
36.3
23.4
2022
49.0
49.0
50.0
20.0
20.0
20.0
19.0
40.0
36.3
23.4
1. Subsidiary of Asia Gaming Technologies Limited.
35 Non-controlling interests
The principal non-controlling interests at 31 December 2023 held investments in Entain Holdings (CEE) Limited (32.5%). Details of the
business combinations resulting in the recognition of these non-controlling interests are set out in Note 32.
The total assets relating to subsidiaries with a non-controlling interest were £2,024.0m (2022: £1,237.9m) of which there were related
liabilities of £412.2m (2022: £512.5m).
The loss attributable to non-controlling interests was £7.9m (2022: loss of £4.7m).
The balance attributable to non-controlling interest is disclosed in the table below:
As at January 2022
Profit attributable to non-controlling interests
Business combinations
Purchase of non-controlling interests
Foreign exchange
As at January 2023
Profit attributable to non-controlling interests – underlying items
Separately disclosed items attributable to non-controlling interests
Dividends paid
Minority interest contribution to SuperSport earnout (Note 32)
Minority interest in STS acquisition (Note 32)
Other
Foreign exchange
As at 31 December 2023
36 Subsequent events
Total
£m
1.4
(4.7)
178.9
2.1
6.1
183.8
35.0
(42.9)
(7.4)
42.6
313.5
(6.2)
6.3
524.7
On 1 March 2024, the Group raised an additional £300m of borrowings under a bank loan facility and used the proceeds to repay all
amounts drawn under the Group’s revolving credit facility. On 1 March 2024, the commitments available under the Group’s revolving
credit facility (disclosed in Note 23) were increased by £45m further increasing the Group’s available liquidity. Following these
transactions, the Group’s revolving credit facility had total commitments of £635m which, as at 1 March 2024 was completely undrawn
save £5m carved out for letters of credit and guarantees.
214
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statementsNotes to the consolidated financial statements for the year ended 31 December 2023 Other operating income
Dividends received
Operating expense
Operating (loss)/profit before separately disclosed items
Administrative costs – separately disclosed items
(Loss)/profit before tax and net finance expense
Finance expense
Finance income
(Losses)/gains arising from change in fair value of financial instruments
Losses arising from foreign exchange on debt instruments
(Loss)/profit before tax
Income tax
(Loss)/profit for the year
All items included above relate to continuing operations.
There were no other items of comprehensive income in the year.
The notes on pages 218 to 222 are an integral part of these financial statements.
Company
income statement
for the year ended
31 December 2023
Note
6
7
8
8
8
8
9
2023
£m
13.0
–
(22.7)
(9.7)
(645.5)
(655.2)
(88.6)
90.1
(75.7)
(0.1)
(729.5)
–
(729.5)
2022
£m
18.7
150.0
(17.3)
151.4
(13.1)
138.3
(104.1)
12.2
86.7
(1.6)
131.5
(0.2)
131.3
Entain plc Annual Report 2023
215
1 Overview8 Strategic report88 Governance140 Financial statements (Company number 4685V)
Assets
Non-current assets
Investments
Trade and other receivables
Interest-bearing loans and borrowings
Current assets
Trade and other receivables
Interest-bearing loans and borrowings
Derivative financial assets
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade and other payables
Interest-bearing loans and borrowings
Net current assets/(liabilities)
Non-current liabilities
Trade and other payables
Other financial liabilities
Net assets
Shareholders’ equity
Called up share capital
Share premium account
Merger reserve
Retained earnings
Total shareholders’ equity
Company
balance sheet
at 31 December 2023
Note
11
12
2023
£m
2022
£m
5,635.2
4,845.6
297.9
7.0
633.3
5.0
5,940.1
5,483.9
12
371.3
145.3
0.1
33.4
0.1
–
96.2
0.1
404.9
241.6
6,345.0
5,725.5
13
(202.1)
(1,135.5)
(0.4)
–
(202.5)
(1,135.5)
202.4
(893.9)
13
13
(2,411.6)
(651.3)
(15.2)
–
(2,426.8)
(651.3)
3,715.7
3,938.7
16
5.2
1,796.7
2,527.4
(613.6)
3,715.7
4.8
1,207.3
2,527.4
199.2
3,938.7
Under the Companies Act 2006 section 49 (Isle of Man), the Directors are satisfied that the Company satisfies the solvency test for
distributions to be made.
The notes on pages 218 to 222 are an integral part of these financial statements.
The financial statements on pages 215 to 222 were approved by the Board of Directors on 7 March 2024 and signed on its behalf by
S David
Interim Chief Executive Officer
RM Wood
Deputy Chief Executive Officer/Chief Financial Officer
216
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Company statement
of changes in equity
for the year ended
31 December 2023
Called
up share
capital
£m
Share
premium
account
£m
Merger
reserve
account
£m
Retained
earnings
£m
Total
£m
4.8
1,207.3
2,527.4
99.6
3,839.1
–
–
–
–
–
–
–
–
–
4.8
1,207.3
2,527.4
–
–
0.4
–
–
–
–
589.4
–
–
–
–
–
–
–
5.2
1,796.7
2,527.4
131.3
131.3
18.3
(50.0)
199.2
(729.5)
(729.5)
–
23.6
(106.9)
(613.6)
131.3
131.3
18.3
(50.0)
3,938.7
(729.5)
(729.5)
589.8
23.6
(106.9)
3,715.7
At January 2022
Profit for the year
Total comprehensive income
Share-based payments charge
Equity dividends
At 31 December 2022
Loss for the year
Total comprehensive expense
Issue of shares (Note 16)
Share-based payments charge
Equity dividends
At 31 December 2023
The notes on pages 218 to 222 form an integral part of these financial statements.
Entain plc Annual Report 2023
217
1 Overview8 Strategic report88 Governance140 Financial statements Notes to the Company
financial statements
for the year ended
31 December 2023
1 General information
Entain plc (“the Company”) is a limited company incorporated and domiciled in the Isle of Man. The address of its registered office and
principal place of business is disclosed in the Directors’ report.
The financial statements of the Company for the year ended 31 December 2023 were authorised for issue in accordance with a resolution
of the Directors on 7 March 2024.
The Company has taken advantage of the exemption from preparing a cash flow statement under paragraph 8(g) of the disclosure
exemptions from UK-adopted IFRS for qualifying entities included in Financial Reporting Standard 101 Reduced Disclosure Framework (FRS
101). The Entain plc consolidated financial statements for the year ended 31 December 2023 contain a consolidated statement of cash flows.
The Company is exempt under paragraph 8(k) of the disclosure exemptions from UK-adopted IFRS included in FRS 101 for qualifying
entities from disclosing related party transactions with entities that form part of the Entain plc Group of which Entain plc is the ultimate
parent undertaking.
The Company’s financial statements are presented in Pounds Sterling (£). All values are in millions (£m) rounded to one decimal place
except where otherwise indicated. The Company’s financial statements are individual entity financial statements.
2 Basis of preparation
These financial statements were prepared in accordance with FRS 101 and Isle of Man Companies Act 2006. The financial statements
are prepared on a going concern basis under the historical cost convention except for certain financial liabilities measured at fair value.
For details on the going concern considerations made, see Note 2 of the consolidated financial statements.
The accounting policies which follow in Note 3 set out those policies which apply in preparing the financial statements for the year ended
31 December 2023 and have been applied consistently to all years presented.
The Company has taken advantage of the following disclosure exemptions under FRS 101 in respect of:
(a) IFRS 2 Share-based Payments;
(b) IFRS 3 Business Combinations;
(c) IFRS 5 Non-current Assets Held for Sale;
(d) IFRS 7 Financial Instruments: Disclosure;
(e) IFRS 13 Fair Value Measurement;
(f) IFRS 15 Revenue from Contracts with Customers;
(g) IFRS 16 Leases;
(h) IAS 1 Presentation of Financial Statements;
(i) IAS 7 Statement of Cash Flows;
(j) IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
(k) IAS 16 Property, Plant and Equipment;
(l) IAS 24 Related party transactions;
(m) IAS 36 Impairment of Assets.
3 Summary of significant accounting policies
Investments
Investments comprise interests in subsidiary companies and are held as non-current assets stated at cost less provision for impairment.
The values used in any impairment review are based on the same principles and methods as described in the Group accounting policies
and in Note 14 of the consolidated financial statements.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised.
The Company assesses these investments for impairment wherever events or changes in circumstances indicate that the carrying value
of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable
amount. If the recoverable amount is less than the value of the investment, the investment is considered to be impaired and is written
down to its recoverable amount. An impairment loss is recognised immediately in the income statement.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet consist of cash at banks and in hand, short-term deposits with an original maturity of
less than three months.
Financial assets
Financial assets are recognised when the Company becomes party to the contracts that give rise to them.
The Company classifies financial assets at inception as either financial assets at fair value or loans and receivables. Financial assets
at fair value through profit or loss are measured initially at fair value, with transaction costs taken directly to the income statement.
Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the income statement.
218
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Notes to the Company
financial statements
for the year ended
31 December 2023
3 Summary of significant accounting policies (continued)
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
On initial recognition, loans and receivables are measured at fair value plus directly attributable transaction costs. Subsequently, such
assets are measured at amortised cost, using the effective interest (“EIR”) method, less any allowance for impairment.
Financial liabilities
Financial liabilities comprise predominantly amounts due to other Group companies. On initial recognition, financial liabilities are measured
at fair value plus transaction costs where they are not categorised as financial liabilities at fair value through profit or loss. Financial liabilities
at fair value through profit or loss are measured initially at fair value, with transaction costs taken directly to the income statement.
Subsequently, the fair values are remeasured and gains and losses from changes therein are recognised in the income statement.
Derecognition of financial assets and liabilities
Financial assets are derecognised when the right to receive cash flows from the assets has expired or when the Company has transferred
its contractual right to receive the cash flows from the financial assets or has assumed an obligation to pay the received cash flows in full
without material delay to a third party, and either:
– Substantially all the risks and rewards of ownership have been transferred; or
– Substantially all the risks and rewards have neither been retained nor transferred but control is not retained.
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
Derivative financial instruments
The Group policy and disclosure of financial risk are set out in Notes 4.3 and Note 25 of the consolidated financial statements.
Current and deferred income tax
The Company is tax resident in the United Kingdom.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that
it relates to items recognised in other comprehensive income or directly in shareholders’ funds. In this case, the tax is also recognised in
other comprehensive income or directly in shareholders’ funds, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the
countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying
amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of
goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is recognised using the tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax
assets are only recognised to the extent it is probable that there will be suitable taxable profits from which they can be recovered.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax’s assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Deferred tax
balances are not discounted.
Foreign currency translation
Transactions in foreign currencies are initially recorded in Pounds Sterling (£) at the foreign currency rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into Pounds Sterling (£) at the rates of
exchange ruling at the balance sheet date (the closing rate).
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date
of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the
date when the fair value was determined.
Dividends
Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until they
have been approved by shareholders at the Annual General Meeting. Interim dividends are recognised when paid.
Equity instruments
Equity instruments issued by the Company are recorded as the proceeds received net of direct issue costs.
Share-based payments
The cost of equity settled transactions with employees is measured by reference to the fair value at the date on which they are granted
(see Note 31 of the consolidated financial statements for further details).
Entain plc Annual Report 2023
219
1 Overview8 Strategic report88 Governance140 Financial statements Notes to the Company
financial statements
for the year ended
31 December 2023
3 Summary of significant accounting policies (continued)
Separately disclosed items
To assist in understanding its underlying performance, the Company has defined the following items of pre-tax income and expense as
separately disclosed items as they reflect items which are exceptional in nature or size.
The separate disclosure of these items allows a clearer understanding of the trading performance on a consistent and comparable basis,
together with an understanding of the effect of non-recurring or large individual transactions upon the overall profitability of the Company.
The separately disclosed items have been included within the appropriate classifications in the income statement. Further details are
given in Note 7.
Finance expense and income
Finance expense and income arising on interest-bearing financial instruments carried at amortised cost are recognised in the income
statement using the effective interest rate method. Finance expense includes the amortisation of fees that are an integral part of the
effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences between the amount
initially recognised and the redemption price. All finance expenses are recognised over the availability period.
4 Judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make assumptions, estimates and judgements that affect the amounts
reported as assets and liabilities as at the balance sheet date and the amounts reported as revenues and expenses during the year. Use of
available information and application of judgement are inherent in the formation of estimates. Actual results in the future may differ from those
reported. Judgement applied to separately disclosed items is set out in the Note 4.2 of the consolidated financial statements.
5 Future accounting developments
The standards and interpretations that are issued, but not yet effective, excluding those relating to annual improvements, are not
expected to have a material impact on the parent Company financial statements. The Company intends to adopt these standards, if
applicable, when they become effective as set out in the Note 4.4 of the consolidated financial statements.
6 Operating profit before separately disclosed items
This is stated after crediting/(charging):
Management fees
Audit fees
7 Separately disclosed items
Legal and onerous contract costs
Corporate transaction costs
Legal settlement (see Note 6 and Note 20 of the consolidated financial statements)
8 Finance expense and income
Loan interest income
Gains arising from change in fair value of financial instruments
Intercompany foreign exchange gain
Total finance income
Intercompany interest expense
Intercompany foreign exchange loss
Losses arising from change in fair value of financial instruments
Losses arising from foreing exchange on debt instruments
Loan interest expense
Net finance expense
2023
£m
13.0
(0.6)
2023
£m
54.7
5.8
585.0
645.5
2023
£m
38.7
–
51.4
90.1
(82.3)
–
(75.7)
(0.1)
(6.3)
(74.3)
2022
£m
18.7
(0.6)
2022
£m
0.6
12.5
–
13.1
2022
£m
12.2
86.7
–
98.9
(3.5)
(98.4)
–
(1.6)
(2.2)
(6.8)
The Group manages currency exposure through a number of derivative financial instruments, some of which are taken out in the name of
Entain plc as well as other Group companies. The financial instruments taken out in the name of Entain plc are used to swap the foreign
exchange risk on intercompany loans, which are back-to-back with the Group’s external debt held in other Group companies. The net
change in fair value of financial instruments during the year was £75.7m (2022: £86.7m).
220
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements 9 Income tax
The tax charge for the year presented is £nil (2022: tax credit of £0.2m).
A reconciliation of income tax applicable to loss (2022: profit) before tax at the UK statutory income tax rate to the income tax for the
years ended 31 December 2023 and 31 December 2022 is as follows:
Notes to the Company
financial statements
for the year ended
31 December 2023
(Loss)/profit before tax
Corporate tax (credit)/charge thereon at 23.52% (2022: 19.00%)
Adjusted for the effects of:
– Non-taxable income
– Non-deductible expenses
– Non-deductible legal settlement
– Group relief surrendered/(claimed)
– Overseas tax charge/(credit)
Income tax charge
There is no deferred tax present on the balance sheet for either periods presented.
10 Dividends
Please see Note 11 of the consolidated financial statements.
11 Investments
Cost and net book value
At 1 January 2022
Additions
At 31 December 2022
Cost and net book value
At 1 January 2023
Additions
At 31 December 2023
Subsidiaries and other related entities are listed in Note 34 of the consolidated financial statements.
Additions in the year predominantly relate to additional equity subscribed for in subsidiary companies.
12 Trade and other receivables
Amounts due from Group companies
Other debtors
Prepayments
2023
£m
(729.5)
(171.4)
–
14.4
137.6
19.4
–
–
2022
£m
131.5
25.0
(28.5)
5.2
–
(1.7)
0.2
0.2
Total
£m
4,372.1
473.5
4,845.6
4,845.6
789.6
5,635.2
2023
£m
666.6
1.2
1.4
2022
£m
770.3
5.6
2.7
669.2
778.6
Amounts of £297.9m (2022: £633.3m) are not expected to be called upon within the next 12 months following the approval of these
financial statements and have therefore been classified as non-current assets within the balance sheet.
Other amounts owed by other Group undertakings are included under amounts falling due within one year as they are repayable on
demand, unsecured, and accumulate interest in a range between 0% and 4% plus IBOR.
The expected credit losses arising from receivables are not considered to be significant.
Entain plc Annual Report 2023
221
1 Overview8 Strategic report88 Governance140 Financial statements 13 Trade and other payables
Current
Amounts due to Group companies
Other payables
Non-current
Amounts due to Group companies
Other payables
Notes to the Company
financial statements
for the year ended
31 December 2023
2023
£m
2022
£m
-
1,131.0
202.1
202.1
4.5
1,135.5
1,977.8
433.8
2,411.6
651.3
–
651.3
Amounts owed to certain Group undertakings are included under amounts falling due within one year as they are repayable on demand,
unsecured, and accumulate interest in a range between 0% and 4% plus IBOR.
Other payables include the HMRC settlement liability (see Note 20 of the consolidated financial statements).
14 Interest-bearing loans and borrowings
The Company has prepaid costs of £7.0m (2022: £5.0m) in respect of committed bank facilities.
The Company is part of the revolving credit facility. As at 31 December 2023 there were £515.0m (2022: £515.0m) of committed bank
facilities of which £295.0m (2022: £nil) were drawn down by the Company and £5.2m (2022: £52.1m) of facilities which have been
utilised for letters of credit. Fees incurred by the Company in the year relating to the undrawn facility were £2.3m (2022: £3.2m).
15 Financial risk management objectives and policies
The financial risk management objectives and policies applied by the Company are in line with those of the Group as disclosed in Note 25
of the consolidated financial statements.
16 Called-up share capital
Details of the share capital of the Company are given in Note 28 of the consolidated financial statements.
17 Contingent liabilities and guarantees
Contingent liabilities
Refer to Note 33 of the Group 2023 Annual Report.
Guarantees
The Company has entered into financial guarantee contracts to guarantee indebtedness held on the balance sheets of Group
undertakings amounting to £3,038.8m (2022: £2,689.1m).
The Company has also guaranteed derivative agreements of Group undertakings, of which those in a net liability at the reporting date
total £119.0m (2022: £102.5m).
The company has payables of £613.5m (2022: £651.3m) to the group subsidiary which is the principal external borrower and £1,001.0m
(2022: £496.0m) to the subsidiary with a net liability on its derivatives. Consequently, no additional liability has been recognised in
respect of the financial guarantee contracts noted above.
The likelihood of the above items being called upon is considered remote.
18 Related party transactions
The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly-
owned subsidiaries. See Note 34 of the consolidated financial statements for disclosure of remuneration of key management personnel.
19 Subsequent events
For details of subsequent events affecting the Company, see Note 36 of the consolidated financial statements.
222
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Glossary
Definition of terms
Definition of terms
AAMS
Automated accounts management systems
Adjusted fully diluted EPS
cents
Adjusted PBT
AML
ARC™
B2B
B2C
BI
CAGR
CC
CGUs
CMS
Fully diluted earnings per share based on adjusted PBT
Profit before exceptional items, amortisation associated with acquisition, dividends from previously sold
businesses
Anti-Money-Laundering
Advanced Responsibility and Care™, the Group’s safer betting and gaming technology programme
Business-to-business
Business-to-consumer
Business intelligence
Compound annual growth rate
Constant currency
Cash-generating units
Customer marketing services
Constant currency basis
Each month in the prior period re-translated at the current period’s exchange rate
Contribution
Revenue less betting taxes, payment service provider fees, software royalties, affiliate commissions,
revenue share and marketing costs
Contribution margin
Contribution as a percentage of NGR
CRM
CS
DE&I
DPA
DTR
EPS
ESG
GGY
GHG
Customer relationship management
Customer services
Diversity, Equality and Inclusion
Deferred Prosecution Agreement the Group reached with the Crown Prosecution Service December 2023.
Disclosure and transparency rules
Earnings per share
Environmental, social and governance
Gross gaming revenue
Greenhouse gas
GVC/GVC Holdings PLC
The Group’s former name before becoming Entain plc in December 2021
H2GC
IA
IAS
IFRS
IOT
KPIs
KYC
H2 Gambling Capital – independent providers of betting and gaming market data and estimates
Internal audit and risk management
International Accounting Standards
International Financial Reporting Standards
Internet of things
Key performance indicators
Know your customer – customer verification tools
Ladbrokes Coral
Ladbrokes Coral Group Plc
LTIP
MIP
Net debt
Long-term incentive plan
Management incentive plan
Cash and cash equivalents (including amounts recorded as assets in disposal groups classified as held for
sale), less customer liabilities less interest-bearing loans and borrowings
Net Gaming Revenue (“NGR”) Revenue before deducting VAT
NGR YTD
RET
Revenue
RMG
SASW
Net Gaming Revenue in the year to date
Research, education and treatment associated with responsible gambling
Net Gaming Revenue less VAT (imposed by certain EU jurisdictions on either sports or gaming revenue)
Real money gaming
Single Account Single Wallet functionality, enabling BetMGM customers with cross-state-access to their accounts.
Sports Gross Win Margin
Sports wagers less payouts
Sports Gross Win Margin % Sports Gross Win Margin divided by Sports wagers
Sports Net Gaming Revenue
(“Sports NGR”)
Sports Gross Win Margin less free bets and promotional bonuses
Sports Wagers
Gross bets placed by customers on sporting events
TCFD
Taskforce for Climate-related Financial Disclosures
Underlying EBITDA
Stated pre separately disclosed items
Entain plc Annual Report 2023
223
1 Overview8 Strategic report88 Governance140 Financial statements Shareholder
Information
Annual General Meeting
The Company’s 2024 AGM will be held on Wednesday 24 April 2024 at 10:00am (BST) at etc. venues, 200 Aldersgate, London EC1A
4HD. Details of each resolution to be considered at the meeting and voting instructions are in the Notice of Meeting which is available
on the Company’s website at www.entaingroup.com. The voting results of the 2024 AGM will be available on the Company’s website
at www.entaingroup.com shortly after the meeting.
Communications
Information about the Company, including financial results and details of the current share price, is available on the website,
www.entaingroup.com.
Shareholding contacts
For any queries regarding your shareholding, please contact our Registrar, Link Asset Services.
Share fraud warning
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be
worthless or non-existent, or to buy shares at an inflated price in return for an upfront payment. While high profits are promised, if you
buy or sell shares in this way you will probably lose your money. Should you receive any unsolicited calls or documents to this effect,
you are advised not to give out any personal details or to hand over any money without ensuring that the organisation is authorised
by the UK Financial Conduct Authority (“FCA”) and undertaking further research.
If you are unsure or you think you have been targeted, you should report the organisation to the FCA. For further information, please
visit the FCA’s website at www.fca.org.uk, email consumer.queries@fca.org.uk or call the FCA consumer helpline on 0800 111 6768
(freephone), 0300 500 8082 (from the UK) or +44 20 7066 1000 (if calling from outside the UK).
224
Entain plc Annual Report 2023
1 Overview8 Strategic report88 Governance140 Financial statements Registrar
Link Market Services (Isle of Man) Limited
PO Box 227
Peveril Buildings
Peveril Square
Douglas
Isle of Man
IM99 IRZ
Transfer Agent:
Link Asset Services
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.linkgroup.eu/get-in-touch/shareholders-in-uk-companies
Telephone: 0371 664 0300 from the UK or +44 (0)371 664 0300
from outside the UK
Email: shareholderenquiries@linkgroup.co.uk
Auditors
KPMG LLP
EastWest
Tollhouse Hill
Nottingham
NG1 5FS
Legal advisors
Freshfields Bruckhaus Deringer
DQ Advocates
Principal UK Bankers
Barclays Bank PLC
National Westminster Bank plc
Future trading updates and financial calendar
17 April 2024
Q1 trading update
8 August 2024
Interim results
Company name
Entain plc
Company number
4685V
Secretary and registered office
James Morris
Entain plc
32 Athol Street
Douglas
Isle of Man
IM1 1JB
Telephone: +350 200 78700
www.entaingroup.com
UK Corporate Office
25 Charterhouse Square
London
EC1M 6AE
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Design and production by Radley Yeldar ry.com
Incorporated in the Isle of Man under number 4685V
www.entaingroup.com