Phased exit of Entain CEE - 20% divestment agreed

Entain PLC

25 June 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES AS INSIDE INFORMATION

25 June 2026

Entain plc

("Entain" or the "Group")

Entain launches phased exit of Entain CEE with initial 20% divestment agreed

Entain plc (LSE: ENT), the global sports-betting and gaming group, today announces that it has entered into an agreement (the "Transaction") to sell a 20% interest in Entain Holdings (CEE) Ltd. ("Entain CEE") to its joint venture partner EMMA Capital ("EMMA").

·      Total cash consideration of approximately €425 million (c£366m¹)

o  Comprising of €395m (c£341m¹) payable on completion, plus an additional payment in early 2027 to reflect FY26 financial performance

·      Implies an enterprise value for Entain CEE of €2.1 billion (£1.9bn¹) and c10x EBITDA multiple

·      Net proceeds will be used to reduce Entain's outstanding debt  

·      Broadly neutral to EPS and adjusted cashflow²

·      Completion is expected in Q4 2026, subject to regulatory approvals

Aligned with the Group's priority to maximise shareholder value, the Board has concluded to pursue an exit from Entain CEE to unlock the value created within Entain's attractive portfolio.

·      Entain continues to evaluate all strategic options to exit its remaining minority shareholding

·      Future proceeds from the exit of Entain CEE will be used to reduce Group reported leverage below 3x, and excess capital returned to shareholders

Stella David, CEO of Entain, commented:

"Our initial divestment is a decisive first step towards Entain fully exiting Entain CEE and reflects our ongoing focus on maximising value for shareholders. This enables us to unlock the value created by our Croatian and Polish businesses and demonstrates our robust capital allocation discipline.

Driven by structural growth across our globally scaled portfolio and our improving operational execution, I am confident in our ability to deliver strong future cash-generation. Entain remains well positioned to be a long-term industry winner."

Strategic rationale

Entain CEE consists of the two operating businesses, STS in Poland and SuperSport in Croatia, which delivered FY25 NGR of £522m (+7% YoY) and EBITDA of £184m (+7% YoY).

The Board decision to pursue an exit of the Entain CEE business reflects the following:

·      Aligned with Group strategy to maximise shareholder value

o  Unlocking value created within the Group's portfolio

o  Active execution of disciplined capital allocation

o  Full exit of Entain CEE supports the simplification of Group structure

·      Unlocking value generated since ownership

o  Since Entain CEE's formation (in 2022) through the Group's acquisitions of SuperSport and STS, the business has performed strongly:

§ Maintained #1 market positions in both Croatia and Poland

§ STS sportsbook migrated to SuperSport platform's enhanced customer offering

o  Online NGR and EBITDA delivered double-digit CAGR 2023-2025, on proforma basis

o  Well positioned to accelerate under the continued leadership of EMMA as proven CEE specialists

·      Balance sheet and financial flexibility

o  Resolution of the Entain CEE option³ liabilities⁴

o  Net proceeds from 20% divestment will be used to reduce Entain's outstanding debt

§ c£20m annualised interest saving from debt reduction

o  Future proceeds following the full exit will be allocated in line with the Group's capital allocation framework; reducing Group reported leverage below 3x, and returning excess capital to shareholders

Updated guidance⁵

Following the 20% divestment, Entain CEE will no longer be fully consolidated into the Group's financial statements.

As a minority shareholder, Entain will continue to recognise its share of Entain CEE profits and dividends until such time as a full exit is achieved.

Reflecting the 20% divestment and de-consolidation of Entain CEE, Entain's updated guidance⁵ is as follows:

·      Reiterate expectations of 5-7% FY26 Online NGR growth in constant currency⁶ (on a like for like basis)    

·      FY26 Online EBITDA margin now expected to be in the range of 21-22% (previously 23-24%⁵ including Entain CEE)

·      Remain comfortable with market expectations⁷ for FY26 Group Underlying EBITDA

·      Remain on track to generate c£500m of annual adjusted cashflow² in 2028

Further guidance details will be provided at Entain's Interim Results on Thursday 13 August 2026, as appropriate.

Transaction structure

Upon completion of the Transaction, Entain's shareholding in Entain CEE will decrease from 67.5% to 47.5%, with EMMA increasing its shareholding from 22.5% to 42.5% whilst the Juroszek family foundations (the "Juroszek family") maintain their existing 10.0% shareholding.

Concurrently, EMMA, MJ Foundation Fundacja Rodzinna and Fundacja Zbigniewa Juroszka Fundacja Rodzinna will enter into a separate voting agreement³, under which it will grant the Juroszek family a put option over their 10% holding, exercisable in three tranches during the three years following completion. Under this voting agreement, the Juroszek family will assign to EMMA the full voting rights attached to their shares, subject to customary exceptions and effective upon completion of the Transaction. As such, from completion, EMMA will have majority control of Entain CEE joint venture.

A revised shareholders' agreement for the joint venture will take effect on completion of the Transaction. This agreement will include customary board representation and minority protection rights reflective of Entain's status as a globally regulated business, and appropriate rights to facilitate Entain's exit from the joint venture.

Related party transaction

Mateusz Juroszek is a member of the Juroszek family. By virtue of Mateusz Juroszek's directorship of Entain CEE, a subsidiary undertaking of Entain, Mateusz Juroszek and his affiliate, MJ Foundation Fundacja Rodzinna, are each considered a related party of Entain for the purposes of the UK Listing Rules and the Transaction therefore constitutes a related party transaction under UK Listing Rule 8.2.1R. 

Pursuant to UK Listing Rule 8.2.2R, the Board confirms its view that the Transaction is fair and reasonable as far as the shareholders of Entain are concerned, and that the directors have been so advised by Morgan Stanley & Co. International plc.

Merrill Lynch International, Moelis & Company UK LLP and Morgan Stanley & Co. International plc are acting as Financial Advisers to Entain. Morgan Stanley & Co. International plc is also acting as Sponsor to Entain.

Notes

1)     Based on a EUR/GBP exchange rate of 1.16, as at 24 June 2026

2)     Adjusted cashflow is cashflow before working capital, equity dividends, acquisitions and associated financing (including BetMGM parent fees and cash returns)

3)     Under the existing shareholders' agreement, the Entain CEE minority shareholders (EMMA and the Juroszek family) each have a put option exercisable from November 2025. Entain has a call option for the minority holdings, exercisable from August 2027. At completion of the Transaction, these option rights will be extinguished and the shares of Entain CEE will be redesignated to provide voting rights for all shareholders (with the exercise of such rights being subject to the voting agreement)

4)     As at 31 December 2025, a £587.4m liability held on Entain's balance sheet related to Entain CEE put options (implied Entain CEE total valuation of £1.8bn)

5)     Guidance provided at FY25 results (5 March 2026)

6)     Growth on a constant currency basis is calculated by translating both current and prior year performance at the 2026 exchange rates

7)     As at 24 June 2026, based on 11 analyst estimates, Company compiled consensus for FY26 Group EBITDA of £1,130m (exc. BetMGM parent fees), included £194m for Entain CEE segment. On an earnings-adjusted basis, implies consensus for FY26 Group EBITDA of £936m

Enquiries

Investor Relations - Entain plc	[e-mail]
Media - Entain plc	[e-mail]
Sodali & Co Rob Greening/Russ Lynch/Sam Austrums	Tel: [phone] [e-mail]

About Entain plc

Entain plc (LSE: ENT) is a FTSE100 company and is one of the world's largest sports betting and gaming groups, operating both online and in the retail sector. The Group owns a comprehensive portfolio of established brands; Sports brands include BetCity, bwin, Coral, Crystalbet, Eurobet, Ladbrokes, Neds, Sportingbet, Sports Interaction, STS and SuperSport; Gaming brands include Foxy Bingo, Gala, GiocoDigitale, Ninja Casino, Optibet, Partypoker and PartyCasino. The Group operates the TAB NZ brand as part of a long-term strategic partnership with TAB New Zealand. The Group owns proprietary technology across all its core product verticals and in addition to its B2C operations, provides services to a number of third-party customers on a B2B basis.

The Group has a 50/50 joint venture, BetMGM, a leader in sports betting and iGaming in the US. Entain provides the technology and capabilities which power BetMGM as well as exclusive games and products, specially developed at its in-house gaming studios.

The Group is tax resident in the UK and is the only global operator to exclusively operate in domestically regulated or regulating markets operating in over 30 territories.

Entain is a leader in ESG, being AAA rated by MSCI, and a member of the S&P Global Sustainability Yearbook and the FTSE4Good. For more information see the Group's website: www.entaingroup.com.

This announcement contains information that qualifies or may qualify as inside information within the meaning of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018. The person responsible for releasing this announcement on behalf of the Company is Simon Zinger, General Counsel.

Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.

Important notices

Certain statements in this announcement are forward-looking statements which are made in good faith, including with respect to Entain's current expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward‐looking statements. Any statements contained in this announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project", "will" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Entain's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which Entain operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this announcement. Entain and its affiliates, and any of its or their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

In particular, no statement in this announcement is intended to be a profit forecast or profit estimate and no statement of a financial metric (including estimates of EBITDA, profit before tax, free cash flow or net debt) should be interpreted to mean that any financial metric for the current or future financial years would necessarily match or exceed the historical published position of Entain and its subsidiaries. Certain statements in this announcement may contain estimates. The estimates set out in this announcement have been prepared based on numerous assumptions and forecasts, some of which are outside of Entain's influence and/or control, and is therefore inherently uncertain and there can be no guarantee or assurance that it will be correct. The estimates have not been audited, reviewed, verified or subject to any procedures by Entain's auditors. Undue reliance should not be placed on them and there can be no guarantee or assurance that they will be correct.

This announcement is being issued by and is the sole responsibility of Entain. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of, Entain (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended or the regulatory regime established thereunder) or by its affiliates or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Entain or any of its affiliates or any of its Representatives in connection with Entain and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed.

Merrill Lynch International, a subsidiary of Bank of America Corporation, is acting exclusively for Entain in connection with the Transaction and for no one else and will not be responsible to anyone other than Entain for providing the protections afforded to its clients or for providing advice in relation to the Transaction.

Moelis & Company UK LLP ("Moelis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Entain and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Entain for providing the protections afforded to clients of Moelis, nor for providing advice in connection with the subject matter of this announcement. Neither Moelis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley") is acting as financial advisor to Entain plc and to no one else. Morgan Stanley is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority and the PRA. In connection with such matters, Morgan Stanley's and its affiliates' respective directors, officers, employees and agents will not regard any other person as its client, nor will Morgan Stanley be responsible to anyone other than Entain plc for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

LEI: 213800GNI3K45LQR8L28

 

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