---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 (Mark One)

 

 

OR

 

 

OR

 

 

OR

 

       For the transition period from     __________  to _________

Commission file number: 001-39721

 

NEOGAMES S.A.

(Exact name of Registrant as specified in its charter)

 

Grand Duchy of Luxembourg

(Jurisdiction of incorporation or organization)

5, rue de Bonnevoie
L-1260 Luxembourg, Grand
Duchy of Luxembourg

(Address of principal executive offices)

Moti Malul
Chief Executive Officer

5, rue de Bonnevoie
L-1260 Luxembourg, Grand
Duchy of Luxembourg

Tel: +972-3-607-2571

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

24,983,855 Ordinary Shares, no par value per share.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

☐ Yes        ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

☐ Yes       ☒ No

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

☒ Yes      ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

Item 17 ☐       Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

☐ Yes       ☒ No

 

DEFINITIONS

 

Unless where the context otherwise requires or otherwise indicated, terms “NeoGames” and the “Company” refer to NeoGames S.A. together with its consolidated subsidiaries, as a group, and the terms “we,” “us” and “our” refer to the Company, together with NeoPollard Interactive LLC (“NPI” or the “Joint Venture”), as a group.

References to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

References to “Nasdaq” are to the Nasdaq Global Market;

References to the “SEC” are to the United States Securities and Exchange Commission;

References to the “Securities Act” are to the Securities Act of 1933, as amended;

References to “B2B” means business-to-business;

References to “B2C” means business-to-consumer;

References to “B2G” means business-to-government;

References to “Gross Gaming Revenue” or “GGR” means gross sales less winnings paid to players;

References to “iLottery Penetration” means, with respect to the gross sales generated by either a lottery or by all lotteries within a given market, the percentage of such gross sales that was generated by iLottery offerings;

References to “Net Gaming Revenue” or “NGR” means (i) in North America, gross sales less winnings paid to players and any promotion dollar incentives granted to players, and (ii) in Europe, gross sales less winnings paid to players, any gambling tax or duty paid on such sales and any promotion incentives granted to players; and

References to “dollar,” “USD” and “$” are to U.S. dollars, “NIS” or “shekels” are to New Israeli Shekels, “pound sterling,” “pence” or “£” are to the legal currency of the United Kingdom, “€” or “euro” are to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the treaty establishing the European Community, as amended, and “C$” is to Canadian dollars.

 

PRESENTATION OF FINANCIAL INFORMATION

Throughout this Annual Report, we provide a number of key performance indicators used by our management and often used by competitors in our industry. These and other key performance indicators are discussed in more detail in Item 5. “Operating and Financial Review and Prospects - Key Performance Indicators.”

MARKET AND INDUSTRY DATA

Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this Annual Report. See “Cautionary Statement Regarding Forward-Looking Statements.”

USE OF TRADEMARKS

 

We have proprietary rights to trademarks used in this Annual Report which are important to our business, many of which are registered under applicable intellectual property laws.

Solely for convenience, the trademarks, service marks, logos and trade names referred to in this Annual Report are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This Annual Report contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this Annual Report are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

•

we have a concentrated customer base, and our failure to retain our existing contracts with our customers could have a significant adverse effect on our business;

•

we do not have a formal joint venture agreement or any other operating or shareholders’ agreement with Pollard Banknote Limited (“Pollard”) with respect to NPI, our joint venture with Pollard, through which we conduct a substantial amount of our business;

•

a reduction in discretionary consumer spending could have an adverse impact on our business;

•

the growth of our business largely depends on our continued ability to procure new contracts;

•

we incur significant costs related to the procurement of new contracts, which we may be unable to recover in a timely manner, or at all;

•

intense competition exists in the iLottery industry, and we expect competition to continue to intensify;

•

our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions;

•

in addition to competition with other iLottery providers, we and our customers also compete with providers of other online offerings;

•

the gaming and lottery industries are heavily regulated, and changes to the regulatory framework in the jurisdictions in which we operate could harm our existing operations; and

•

while we have not experienced a material impact to date, the ongoing COVID-19 and similar health epidemics and contagious disease outbreaks could significantly disrupt our operations and adversely affect our business, results of operations, cash flows or financial condition.

•

recessions or other economic slowdowns;

•

perceptions by potential players of weak or weakening economic conditions;

•

tax increases, including on lottery winnings;

•

significant declines in stock markets;

•

decreased liquidity in certain financial markets;

•

general tightening of credit;

•

civil unrest, terrorist activities or other forms of socio-political turbulence; and

•

pandemics, epidemics and the spread of contagious diseases.

•

we may fail to anticipate and adapt to changes in customer expectations at the same rate as our competitors;

•

customers who currently utilize platforms offered by our competitors may be satisfied with such solutions or may determine that it is too costly and/or time consuming to adopt our platform and solutions. Lotteries may face significant switching costs if their platforms have been integrated with those of a competitor, potentially reducing the likelihood of us being the successful tenderer;

•

lotteries that we currently view as potential customers may decide to develop internally products and services which compete with our products and services; and

•

new competitors, including large global corporations or large software vendors operating in adjacent industries, may enter our market.

•

the timing with which we may realize the benefits of the commonly-required significant, upfront capital investments;

•

the accuracy of our estimates of player preferences, and the fit of the new products and features to such preferences;

•

the ability to adequately maintain our main technology systems, such as the NeoDraw platform;

•

the quality of our products and services, including the possibility of software defects, which could result in claims against us or the inability to sell our products and services;

•

the need to educate our sales, marketing and services personnel to work with the enhanced or new products and features, which may strain our resources and lengthen sales cycles;

•

market acceptance of new product releases; and

•

competitor product introductions or regulatory changes that render our products obsolete.

•

variations in our operating results;

•

actual or anticipated changes in the estimates of our operating results;

•

changes in stock market analyst recommendations regarding our Ordinary Shares, other comparable companies or our industry generally;

•

macro-economic conditions in the countries in which we do business;

•

currency exchange fluctuations and the denominations in which we conduct business and hold our cash reserves;

•

market conditions in our industry;

•

actual or expected changes in our growth rates or our competitors’ growth rates;

•

changes in regulation applicable to our industry;

•

changes in the market valuation of similar companies;

•

the trading volume of our shares on Nasdaq;

•

sales of our Ordinary Shares by our Founding Shareholders and William Hill;

•

sales of our Ordinary Shares by us or our shareholders; and

•

the adoption or modification of regulations, policies, procedures or programs applicable to our business.

•

the judgment of the U.S. court is final and enforceable (exécutoire) in the United States;

•

the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules);

•

the U.S. court has applied to the dispute the substantive law that would have been applied by Luxembourg courts. Based on recent case law and legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court;

•

the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant;

•

the U.S. court has acted in accordance with its own procedural laws; and

•

the decisions and the considerations of the U.S. court must not be contrary to Luxembourg international public policy rules, must not have been given in proceedings of a tax or criminal nature and must not have been rendered subsequent to an evasion of Luxembourg law (fraude a la loi).

(1)

As of March 31, 2021

•

draw based games (“DBGs”), such as Powerball, in which players select numbers and the winning combination or ticket is determined by a scheduled draw; and

•

instant tickets (“Instants”) in which players can instantly reveal a pre-determined result through which they can learn whether their ticket entitles them to a prize.

•

Greater flexibility for the lottery - NeoDraw can operate independently or in parallel with an existing retail central lottery system and is not constrained by limitations of traditional lottery systems.

•

Quicker time to market - NeoDraw is fully-integrated with NeoSphere. This reduces the complexity, resources and time required to integrate with a third-party system to launch traditional games.

•

Additional functionality - NeoDraw enables us and our lottery customers to introduce new innovations related to online purchase flows, shopping cart functionality and in-game features that are in some cases not available with legacy central lottery systems.

•

Marketing operations - we provide targeted marketing services and data analytics to our North American customers through the entire player lifecycle, from digital acquisition and onboarding to game participation. Such operations include:

•

implementation of promotional campaigns tailored to player segments;

•

maximization of the return generated from a player;

•

results-based analytics of player behavior;

•

player-level segmentation-based evaluation of the player’s activity status, game orientation, deposit characteristics, reaction to previous promotional campaigns and account balance status;

•

predictive analysis of the lifetime value of players acquired from different marketing and promotional campaigns; and

•

information regarding the decision on which player acquisition strategies and marketing campaigns to focus and which to abandon.

•

Player operations - leveraging years of experience managing players on behalf of our customers, we provide to our North American customers various services designed to offer the best possible services to iLottery players. Such operations include:

•

a customer service center based in Lansing, Michigan, which services our North American customers;

•

responsible gaming services to proactively detect and react to player gaming behaviors;

•

compliance services including anti-money-laundering (“AML”) and know-your-customer solutions to meet the customer’s local requirements; and

•

facilitating the flow of funds throughout the entire player lifecycle, from funding to cash-outs.

•

Technology operations - these operations, which we provide to many of our customers, are meant to provide the full spectrum of monitoring and maintenance of the platforms we deploy for our customers and protect the integrity of our back-end iLottery software. Such operations include:

•

the deployment of our technology platforms in the form of a SaaS offering;

•

ongoing deployments of advanced versions of our software;

•

handling of all reported production incidents;

•

verification of technological defects, and potential escalation to the development team; and

•

monitoring the network’s performance for degradation and potentially fraudulent activity.

•

Business operations - we facilitate payment processing services by third-party vendors and manage customer-facing personnel. Such operations include:

•

integrating third-party payment solutions into our platforms to allow for credit and debit card transactions and bank transfers;

•

serving as merchant of record on behalf of our customers;

•

recruiting, training and managing customer service representatives; and

•

developing and managing the project plan required to deploy each solution.

•

Entertainment value - the level of player interaction as part of the game, the complexity level of playing the game, the multimedia experience (design, animation and audio), and the duration of a game.

•

Mathematics - controlling the risk level of the game and optimizing the game experience to the risk profile of iLottery players (given the target payout ratio).

​

​

​

​

​

​

​

​

​

iLottery Contract

​

​

​

​

​

​

​

Incumbent Retail Provider

​

​

Provider

​

​

Launch Year

​

​

iLottery Penetration from Instants(1)

​

State

​

​

Instant

​

​

DBG

​

Illinois

​

​

SGMS

​

​

Intralot

​

​

Camelot

​

​

2012

​

​

N/R

​

Georgia

​

​

SGMS / IGT

​

​

IGT

​

​

IGT

​

​

2012

​

​

2.3%

​

Michigan

​

​

SGMS / Pollard / IGT

​

​

IGT

​

​

NPI(3)

​

​

2014

​

​

47.0%

​

Kentucky

​

​

SGMS / Pollard

​

​

IGT

​

​

IGT

​

​

2016

​

​

4.2%

​

Pennsylvania

​

​

SGMS

​

​

SGMS

​

​

SGMS

​

​

2018

​

​

22.8%

​

New Hampshire

​

​

SGMS

​

​

Intralot

​

​

NPI

​

​

2018

​

​

23.0%

​

North Carolina

​

​

IGT

​

​

IGT

​

​

NPI

​

​

2019

​

​

N/R

​

Rhode Island

​

​

IGT

​

​

IGT

​

​

IGT

​

​

2020

​

​

1.1%

​

Virginia(2)

​

​

IGT

​

​

IGT

​

​

NPI

​

​

2020

​

​

22.9%

​

​	​	​	​	​	​	​		iLottery Instant Ticket								​				Per Capita
State	​	Launch Year	​	​	Fiscal Year(1)	​		Gross Sales (in millions)				GGR (in millions)				Population (in millions)				​				​
																				Gross Sales				GGR
Michigan	​	2014	​	​	2020	​		$	1,807			$	219				10.0			$	181			$	22
Pennsylvania	​	2018	​	​	2020	​		$	731			$	94				12.8			$	57			$	7
New Hampshire	​	2018	​	​	2020	​		$	81			$	12				1.4			$	60			$	9
Georgia	​	2012	​	​	2020	​		$	81				N/R				10.5			$	8				N/R
Kentucky	​	2016	​	​	2020	​		$	33			$	7				4.4			$	7			$	2
Rhode Island	​	2020	​	​	2020	​		$	1				N/R				1.1			$	1				N/R
Illinois(2)	​	2012	​	​	2020	​			N/R				N/R				12.7				N/R				N/R
North Carolina(2)	​	2019	​	​	2020	​			N/R				N/R				10.4				N/R				N/R
Virginia	​	2020	​	​	2020	​		$	267			$	35				8.5			$	31			$	4

•

expanding the penetration of our existing customer contracts;

•

expanding the scope of our existing customer contracts;

•

winning new turnkey contracts in the United States;

•

growing our game studio customer base; and

•

expanding our range of offerings and geographical presence.

$0

$15

$39

$62

$77

$96

$159

•

Advanced self-management module, which enables players to define their responsible gaming limits within a wide range of parameters;

•

Operator-controlled module, which enables lottery customers to define and enforce policies and limitations on their players; and

•

Application programming interface, which connects to government and other gaming databases to provide in-game alerts to remind players to play responsibly.

Name	​	​	Age	​	​	Position	​
Executive Officers	​	​	​	​	​	​	​
Moti Malul	​	​	49	​	​	Chief Executive Officer, Co-Managing Director and Director	​
Raviv Adler	​	​	47	​	​	Chief Financial Officer	​
Oded Gottfried	​	​	51	​	​	Chief Technology Officer	​
Rinat Belfer	​	​	41	​	​	Chief Operations Officer	​
Non-Executive Directors	​	​	​	​	​	​	​
Barak Matalon	​	​	50	​	​	Non-Executive Director	​
Aharon Aran	​	​	71	​	​	Non-Executive Director	​
Laurent Teitgen(1)	​	​	42	​	​	Non-Executive Director	​
John E. Taylor, Jr.(1)	​	​	54	​	​	Non-Executive Director, Chairman	​
Lisbeth McNabb(2)			60			Non-Voting, Non-Executive Director

(1)

Independent director in accordance with SEC regulations and Nasdaq rules requirements applicable to the Company.

(2)

Ms. McNabb was appointed as a non-voting member in an observer capacity of our board of directors in January 2021. We intend to nominate Ms. McNabb to be elected as a full voting member of our board of directors at our 2021 annual general meeting of shareholders (the “2021 General Meeting”).

•

recommending the appointment of the independent auditor to the general meeting of shareholders;

•

the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;

•

pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services;

•

evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to our board of directors on at least an annual basis;

•

reviewing and discussing with our board of directors and the independent auditor our annual audited financial statements and quarterly financial statements prior to the filing of the respective annual and quarterly reports;

•

reviewing our compliance with laws and regulations, including major legal and regulatory initiatives and also reviewing any major litigation or investigations against us that may have a material impact on our financial statements; and

•

approving or ratifying any related person transaction (as defined in our related person transaction policy) in accordance with our related person transaction policy.

•

identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation;

•

analyzing the possible outcomes of the variable remuneration components and how they may affect the remuneration of our executive officers;

•

evaluating each executive officer’s performance in light of such goals and objectives and determining each executive officer’s compensation based on such evaluation;

•

determining any long-term incentive component of each executive officer’s compensation in line with the remuneration policy and reviewing our executive officer compensation and benefits policies generally;

•

periodically reviewing, in consultation with our Chief Executive Officer, our management succession planning; and

•

reviewing and assessing risks arising from our compensation policies and practices for our employees and whether any such risks are reasonably likely to have a material adverse effect on us.

•

drawing up selection criteria and appointment procedures for board members;

•

reviewing and evaluating the composition, function and duties of our board of directors;

•

recommending nominees for selection to our board of directors and its corresponding committees;

•

making recommendations to our board of directors as to determinations of board member independence;

•

leading our board of directors in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively;

•

overseeing and recommending for adoption by the general meeting of shareholders the compensation for our board members; and

•

developing and recommending to our board of directors our rules governing the board of directors and code of business conduct, reviewing and reassessing the adequacy of such rules and recommending any proposed changes to our board of directors.

•

each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Ordinary Shares;

•

each of our executive officers and directors; and

•

all of our executive officers and directors as a group.

​
Name of beneficial owner		Number				Percent
5% or Greater Shareholders		​				​
William Hill(1)			6,127,257				24.5	%
Elyahu Azur(2)			3,193,717				12.8	%
Pinhas Zahavi(3)			3,193,717				12.8	%
Executive officers and directors		​				​
Moti Malul(4)			354,177				1.4	%
Raviv Adler(5)			90,428				*
Oded Gottfried(6)			703,852				2.8	%
Rinat Belfer(7)			46,152				*
Barak Matalon(8)			5,109,948				20.5	%
Aharon Aran(9)			1,277,486				5.1	%
Laurent Teitgen			-				-
John E. Taylor, Jr.(10)			14,709				*
Lisbeth McNabb			-				-
All executive officers and directors as a group (9 persons)(11)			7,596,752				29.6	%

•

Under Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share capital. The allocation to the legal reserve becomes compulsory again when the legal reserve no longer represents 10% of our issued share capital. The legal reserve is not available for distribution. As of December 31, 2020 we had no legal reserve.

•

Under Luxembourg law, the amount of distributions paid to shareholders (including in the form of dividends, share premium reimbursements or capital surplus reimbursements) may not exceed the amount of profits at the end of the last financial year plus any profits carried forward and any amounts drawn from reserves that are available for that purpose, less any losses carried forward and sums to be placed in reserve in accordance with Luxembourg law or our articles of association. Furthermore, no distributions (including in the form of dividends, share premium reimbursements or capital surplus reimbursements) may be made if net assets were, at the end of the last financial year (or would become, following such a distribution), less than the amount of the subscribed share capital plus the non-distributable reserves. Distributions in the form of dividends may only be made out of net profits and profits carried forward, whereas distributions in the form of share premium reimbursements may only be made out of available share premium and distributions in the form of capital surplus reimbursements may only be made out of available capital surplus.

•

Form of Amended and Restated Promissory Note, dated May 18, 2017, between Neogames S.à r.l. and Aspire Global Limited. See Item 7.B. “Related Party Transactions - Relationship with Aspire - Promissory Notes” for more information about this agreement.

•

Form of Amended and Restated Promissory Note, dated May 18, 2017, between Neogames S.à r.l. and AG Software Limited. See Item 7.B. “Related Party Transactions - Relationship with Aspire - Promissory Notes” for more information about this agreement.

•

Consulting Agreement, dated June 1, 2015, between NeoGames Systems Ltd. and Lotym Holdings. See Item 7.B. “Related Party Transactions – Consultant Agreement” for more information about this agreement.

•

Form of Loan Agreement, dated October 20, 2020, between Neogames S.à r.l. and William Hill Finance Limited. See Item 7.B. “Related Party Transactions – Relationship with William Hill – WH Credit Facility” for more information about this agreement.

•

Form of Letter, dated June 18, 2018, between Neogames S.à r.l. and WHG (International) Limited. See Item 7.B. “Related Party Transactions – WHG License” for more information about this agreement.

•

Form of Joint Venture Agreement, dated January 14, 2014, between NeoGames Network Limited and Pollard Banknote Limited. See Item 3.D. “Key Information - Risk Factors - Risks Relating to Our Business and Industry - We are dependent on Pollard with respect to our joint operation of the iLottery for the Michigan State Lottery,” Item 3.D. “Key Information - Risk Factors - Risks Relating to Our Business and Industry - We do not have a formal joint venture agreement or any other operating or shareholders’ agreement with Pollard with respect to NPI, through which we conduct a substantial amount of our business,” and Item 3.D. “Key Information - Risk Factors - Risks Relating to Our Business and Industry - Our existing and future contractual arrangements could restrict our ability to compete effectively, which may affect our ability to grow our business and enter into new markets” for more information about this agreement.

•

Neogames S.à r.l. — 2015 Option Plan (Amended 2019). See Item 6.B. “Compensation - Long-Term Incentive Plans -  2015 Plan (Amended 2019)” for more information about this agreement.

•

NeoGames S.A. 2020 Incentive Award Plan. See Item 6.B. “Compensation - Long-Term Incentive Plans -  2020 Plan” for more information about this agreement.

•

Form of Indemnification Agreement. See Item 6.B. “Compensation -  Insurance and Indemnification” for more information about this agreement.

•

Second Amended and Restated Software License Agreement, dated as of June 2018, among Neogames S.à r.l., AG Software Ltd., Aspire Global Plc and William Hill Organization Limited. See Item 7.B. “Related Party Transactions – Relationship with Aspire – Aspire Software License Agreement” for more information about this agreement.

•

the holder of Ordinary Shares receiving the dividends is either (i) a fully taxable Luxembourg resident collective entity, (ii) a collective entity resident in an EU Member State and falling within the scope of article 2 of the Council directive of 30 November 2011 (2011/96/EU) on the common system of taxation applicable in the case of parent companies and subsidiaries of different EU Member States, as amended (the “EU Parent-Subsidiary Directive”), (iii) the Luxembourg State, a Luxembourg municipality, an association of a Luxembourg municipality or an operation of Luxembourg public- law entity, (iv) a permanent establishment of an entity referred to at letters (i), (ii) or (iii) above, (v) a Swiss resident joint-stock company subject to corporate income tax in Switzerland without benefiting from any exemption, (vi) a joint-stock company or a cooperative company resident in an EEA country (other than an EU Member State) to the extent that such company is fully taxable and subject (in its country of residence) to a tax corresponding to Luxembourg Corporation Taxes, as well as a permanent establishment of such company, or (vii) a collective entity resident in a treaty country, to the extent that such entity is fully taxable and subject (in its country of residence) to a tax corresponding to Luxembourg Corporation Taxes, as well as a Luxembourg permanent establishment of such entity; and

•

on the date on which the income is made available, the holder of Ordinary Shares holds or commits to hold directly (or even indirectly under certain conditions), for an uninterrupted period of at least twelve months, a participation of at least 10% in the share capital of the Company (or with an acquisition price of at least €1,200,000).

•

the holder of our Ordinary Shares receiving the dividends is either (i) a fully taxable Luxembourg resident collective entity, (ii) a Luxembourg permanent establishment of an EU resident collective entity falling within the scope of article 2 of the EU Parent-Subsidiary Directive, (iii) a Luxembourg permanent establishment of a joint-stock company that is resident in a jurisdiction with which Luxembourg has concluded a double tax treaty, or (iv) a Luxembourg permanent establishment of a joint-stock company or of a cooperative company which is a resident of an EEA Member State (other than an EU Member State); and

•

on the date on which the income is made available, the holder of our Ordinary Shares holds or commits to hold directly (or even indirectly through certain entities) for an uninterrupted period of at least twelve months, a participation of at least 10% in the share capital of the Company (or with an acquisition price of at least €1,200,000).

•

the holder of our Ordinary Shares realizing the capital gains is either (i) a fully taxable Luxembourg resident collective entity, (ii) a Luxembourg permanent establishment of an EU resident collective entity falling within the scope of article 2 of the EU Parent-Subsidiary Directive, (iii) a Luxembourg permanent establishment of a joint-stock company that is resident in a jurisdiction with which Luxembourg has concluded a double tax treaty, or (iv) a Luxembourg permanent establishment of a joint-stock company or of a cooperative company which is a resident of an EEA Member State (other than an EU Member State); and

•

on the date on which the disposal takes place, the holder of our Ordinary Shares has held for an uninterrupted period of at least twelve months a participation of at least 10% in the share capital of the Company (or with an acquisition price of at least €6,000,000).

(a)	Disclosure Controls and Procedures

(b)	Management’s Annual Report on Internal Control over Financial Reporting

(c)	Attestation Report of the Registered Public Accounting Firm

(d)	Changes in Internal Control over Financial Reporting

		2020				2019
		(in thousands)
Audit Fees		$	293			$	358
Audit Related Fees			-				-
Tax Fees			34				54
All Other Fees			-				-
Total			327				412