Announcement • Aug 11

Tabcorp Holdings Limited (ASX:TAH) entered into a binding Scheme Implementation Deed to acquire Betmakers Technology Group Ltd (ASX:BET) for approximately AUD 270 million.

Tabcorp Holdings Limited (ASX:TAH) entered into a binding Scheme Implementation Deed to acquire Betmakers Technology Group Ltd (ASX:BET) for approximately AUD 270 million on August 9, 2026. Under the terms of the Scheme, the default form of Scheme Consideration is AUD 0.24 cash per BetMakers Share. Eligible BetMakers Shareholders may instead elect to receive 25%, 50%, 75% or 100% of their Scheme Consideration in new Tabcorp shares, with the balance paid in cash. The scrip election is subject to a maximum aggregate scrip consideration payable equal to 25% of the total Scheme Consideration that may be issued as new Tabcorp shares. If valid elections exceed this cap, elections will be scaled back on a pro rata basis and the balance will be paid in cash. The exchange ratio will be calculated by dividing AUD 0.24 by the higher of: AUD 1 per Tabcorp share; and the VWAP of Tabcorp shares over the 5 trading days before the Scheme Record Date. New Tabcorp shares issued under the Scheme will rank equally in all respects with existing Tabcorp shares from the Implementation Date. Ineligible Foreign Shareholders and BetMakers Shareholders who do not make a valid election will receive AUD 0.24 cash per BetMakers Share. The cash component of the Transaction consideration will be funded from Tabcorp’s existing cash and/or undrawn debt facilities. A break fee of AUD 2.83 million (excluding GST) may be payable by BetMakers to Tabcorp in certain customary circumstances including where a superior proposal is received from a third party. A reverse break fee of AUD 2.83 million (excluding GST) may be payable by Tabcorp to BetMakers if BetMakers terminates the SID as a result of an unremedied material breach by Tabcorp. Key members of BetMakers’ management team to be retained and incentivised to deliver integration and synergies. The Scheme is subject to ACCC clearance, applicable gaming and racing regulatory approvals in various of the jurisdictions in which BetMakers undertakes business activities, BetMakers Shareholder and Court approvals and other customary conditions. The Scheme is not subject to a financing condition, Tabcorp shareholder approval or further due diligence. No immediate action required: Shareholders do not need to take any action at this time, scheme meeting materials will be distributed ahead of the shareholder vote. The parties are targeting implementation of the Transaction during third quarter of FY27. A scheme booklet, containing detailed information in relation to the Transaction and the independent expert's report, is expected to be dispatched to BetMakers shareholders in late CY26. The BetMakers Board unanimously recommends that BetMakers shareholders vote in favour of the Transaction, and each BetMakers director intends to vote any shares in which they have a relevant interest in favour of the Transaction, in each case in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Transaction is in the best interests of BetMakers shareholders. The Transaction is expected to deliver attractive shareholder returns, including EPS accretion from Year 2 and double-digit EPS accretion from Year 3. MAFG Operations Pty Ltd acted as financial advisor for Betmakers Technology Group Ltd. Ashurst Perkins Coie UK LLP acted as legal advisor for Betmakers Technology Group Ltd. Barrenjoey Capital Partners acted as financial advisor for Tabcorp Holdings Limited. Gilbert and Tobin acted as legal advisor for Tabcorp Holdings Limited. Automic Group Pty Ltd acted as transfer agent/registrar for Tabcorp Holdings Limited.

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Tabcorp Holdings Limited (ASX:TAH) entered into a binding Scheme Implementation Deed to acquire Betmakers Technology Group Ltd (ASX:BET) for approximately AUD 270 million.

Price target decreased by 7.7% to AU$0.24

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