Banijay Group Aktie

Good day, and thank you for standing by. Welcome to the Banijay Group Half Year 2026 Results Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to turn the conference over to Louise Racine, Head of Investor Relations. Please go ahead.

Good morning, and welcome to Banijay Group's H1 2026 Results Webcast. This is Louise Racine, Head of Investor Relations. Before we start, let me draw your attention to the disclaimer on Slide 2. I also want to remind you that this presentation is now available on the company's website, and a recording of this call will be accessible in the coming days. Your speakers today are Francois Riahi, our CEO; and Sophie Kurinckx-Leclerc, our CFO. First, Francois will present our key financial and business highlights. Sophie will then cover the results in more detail before Francois provides some concluding remarks. We will then open the call for questions.

Before we get started, a quick comment on the perimeter and comparison basis used in these results. The completion of Tipico in April adds just over 2 months of Tipico earnings to our revenue and adjusted EBITDA reported figures. To give you the clearest view of our underlying performance, we are also providing pro forma variations that include a full 6 months of Tipico. For further information regarding pro forma performance, you can find in appendices 2025 pro forma figures on Banijay Gaming on a quarterly basis. Pro forma evolution at constant exchange rates also includes the restatement of 2025 contribution of Bet-at-Home and H2O. Over to you, Francois.

Thank you, Louise, and good morning, everyone. Before we begin, I'd like to highlight that 2026 is a particularly busy and transformational year for the group. We are reporting, as Louise just reminded, our first set of results, including Tipico this quarter. And next quarter, we will introduce All3Media into the perimeter, making another important step in the group's evolution.

At the same time, H1 2026 includes only a partial contribution from the FIFA World Cup and also includes the impact of tax increases in France and in Austria compared to H1 2025 as well as some one-off effects linked to the typical transaction, adding a further layer of complexity when assessing performance. Given these moving pieces, our objective today is to present the results as clearly and transparently as possible, helping you understand the underlying performance of the business beyond the changes in scope and one-off timing effects.

Saying that, our H1 results were solid with pro forma revenue growth of 4.5% and pro forma adjusted EBITDA stable year-on-year and up 5% excluding the betting tax increases in France and Austria. The 2026 FIFA World Cup was a landmark event and a fantastic showcase for our group across Sports Betting & Gaming and Live, and I will spend some more time on what made it so special for us later in my presentation.

The first half was also a period of major strategic progress with important M&A milestones and acceleration on live and on the digitalization of our entertainment business. Thanks to the solid first half and the momentum across our businesses, we are very confident in achieving our guidance for the full year, and we expect adjusted EBITDA growth to accelerate in the second half.

Indeed, H1 was a very active period for M&A execution. Our acquisition of Tipico closed at the end of April. The integration is on track and will accelerate after the FIFA World Cup as we wanted to make sure our teams were really focused on underlying business during these key events, and this was a success. We have just appointed a CEO for our Sports Betting & Gaming activity to lead this integration. Antoine Jouteau brings a strong track record in leading digital companies and integrating them. The combination of Banijay Entertainment with All3Media closed earlier this month, even if it is not yet included in our H1 figures, creating a global media and entertainment powerhouse.

And in Sports Betting & Gaming, at the beginning of July, we announced the acquisition of JOA, the second largest casino operator in France, which we expect to close in the second half of the year. As a newly announced deal, I will give you a bit more color on JOA shortly.

Finally, regarding The Independents, we have decided not to exercise the call option to increase our shareholding in The Independents, we are reprioritizing the integration of All3Media and Tipico and the execution of its strategic road map while remaining a supportive minority shareholder of this very good company. So in 2026, we'll have closed 3 major transactions to translate our strategy in action, which is not today.

The first half -- sorry, looking at H1 key figures now. Revenue was just under EUR 2.6 billion, almost up 17% on a reported basis and 4.5% pro forma typical as double-digit growth in Sports Betting & Gaming was partially offset by a small expected decrease in Entertainment and Live that will reverse in the second half.

Adjusted EBITDA came in at just over EUR 500 million, up 18.5% reported and stable on a pro forma basis and up 5%, excluding the betting tax increases in France and Austria. Adjusted net income was EUR 141 million down 3.7% on a reported basis and up almost 33%, excluding exceptional LTIP expense, which is mainly noncash in the context of Tipico acquisition that we presented last time.

Adjusted free cash flow generation reached just over EUR 410 million, resulting in a cash conversion of 82% on a reported basis and 81% on a pro forma basis, just above guidance. Pro forma of Tipico and after the closing of All3Media for which we already received the cash proceeds in early July, leverage stands at 3.6x, and we expect it to decrease to around 3.4x by the end of the year as planned and to around 2x by the end of 2029.

Let's move to business highlights now, starting with Sports Betting & Gaming. Of course, a big event for our business this year was the 2026 FIFA World Cup, the largest in history. 50% more teams, 63% more matches and 10 more days of competition than in 2022, creating a significantly expanded tournament stage for the first time across 3 host countries. We've heard a lot of superlatives about the World Cup, but this time, they are real. Compared with the 2022 World Cup and on a combined basis, including Betclic, Tipico and Admiral, the number of active players during the competition rose by 75% compared to the last World Cup, turnover doubled and gross revenue was up 88%. So this is in 3.5 years.

Only the contribution of the group stage is meaningfully reflected in H1 results as the Knockout rounds started on 28th June and therefore, only contributed a few days in the quarter. As a result, a much larger share of the World Cup impact, including the normalization of sports margins that comes with the big games will be more visible in Q3. Now the World Cup is over, and I can tell you that we are very happy with our performance during the World Cup, both commercially and financially.

Beyond the World Cup, Sports Betting & Gaming commercial momentum was exceptional throughout the half. Unique active players grew 22% and revenue grew across all our brands. Now I'd like to spend a few moments on our acquisition of JOA, which is a very exciting development for Banijay Gaming and another important step in our strategy to build a diversified European gaming leader.

JOA is the second largest casino operator in France by the number of casinos with a nationwide network of venues that combine gaming with restaurants, bars and leisure experiences. It generated around EUR 430 million of gross revenue in 2025. Following the acquisition of Tipico, the addition of JOA further strengthens our omnichannel capabilities, combining our digital expertise with one of France's largest land-based gaming networks.

So Tipico was the start of our omnichannel strategic development. And a few months after, we are now omnichannel in Germany, Austria and with JOA, we will be also soon in France. Of course, we will leverage on our new know-how in retail operations in Germany and Austria when it comes to JOA integration. Banijay Gaming will acquire 100% of JOA at an enterprise value of EUR 465 million, financed through a mix of cash and debt, with closing expected in the second half of the year, subject to customary consultations and regulatory approvals.

Additionally, it will create opportunities to connect JOA's revenues and customer base with Betclic's digital betting and poker platform and extend the omnichannel ecosystem we are creating between our digital platforms and our physical destinations. And I can tell you that both Betclic and JOA teams are excited about this combination.

Let's move now to Entertainment and Live, where we continue to make progress across our key growth drivers in the first half. A particular highlight this semester was the strong momentum in sports and live events, while we also continue to expand our digital footprint and scale our franchises worldwide. Actually, sport was a major focus this half and set both live and digital.

In the first quarter, Balich Wonder Studio delivered the Milano Cortina Winter Olympics opening ceremony watched by 2.5 billion people. In the second quarter, it delivered 3 FIFA World Cup opening ceremonies staged in 3 countries in less than 48 hours and watched by more than 1.2 billion viewers. Similar to sports betting, the World Cup was not finished for our live business at the end of Q2 and will continue to benefit from it in Q3 through the production of key events associated with the tournament, including the Independence Day celebrations on 4th July and the FIFA World Cup closing ceremony in New York on 19 July.

This World Cup momentum also provided the ideal platform to launch Balich Wonder Studio North America, a very important development for the group. With new hubs in New York, Los Angeles and Mexico City, we are strengthening our footprint in one of the world's largest markets for sports, culture and live entertainment and probably the market where the connection between sports and entertainment is the strongest.

I can also tell you that our partners at RedBird have been extremely supportive in helping us launch and build awareness around this business in the U.S., which is a first concrete demonstration of the strength of this partnership when it comes to development in the U.S.

On digital, we launched Players Network, Banijay Entertainment's new digital sports brand with the first flagship series fronted by Jamie Vardy released around the World Cup, expanding us into social-first talent-led sports entertainment. We also continue to scale our franchisees globally, both through new local adaptations and digital expansion. LUMINISCENCE sold more than 0.5 million tickets in the first half and is now live in 8 countries, while The Black Mirror Experience is now open in 3 cities, Montreal, Madrid and New York and Sao Paulo is going to open soon as well, and we are working on other locations.

In entertainment, we continue to grow our brands through new adaptations such as Physical 100 on Netflix sports again, and through digital initiatives, including a new representation partnership with Chef Mike Reid. And as already mentioned, you'll see more about production in the second half of the year, and Sophie will come back to this later.

And of course, there is much more to come with All3Media and Banijay Entertainment combination. On the 9th of July, we completed the merger, creating the world's largest independent production company and All3Media will be integrated into our results from the third quarter.

The combination significantly strengthens our capabilities across content production in English language, live experiences, digital and new media while expanding our footprint across 25 territories. We see very good opportunities for commercial synergies.

We are fully on track to achieve around EUR 50 million of cost synergies within 1 year of closing, which is what we announced when we told you about the deal. While this is a challenging target, we are very confident in our ability to deliver it and the teams already started at a very high pace. And as part of this operation, as announced, the exceptional dividend of EUR 0.93 per share is confirmed and will be distributed in mid-August. That's all from me for now. Over to you, Sophie.

Thank you, Francois. So let's start with group revenue. Reported revenue reached just under EUR 2.6 billion, up 16.9% on a reported basis versus the first half year of last year, including a contribution from Tipico for the 2 months since closing. On a pro forma basis, with the full 6 months of Tipico in both years, group revenue grew 4.5%.

This growth was fueled by Sports Betting & Gaming, up 10.5%, while Entertainment and Live declined slightly at minus 2.2%, reflecting the anticipated phasing in content production in Q4 this year.

Moving to group adjusted EBITDA. Reported adjusted EBITDA reached EUR 503 million, up 18.5% on a reported basis. On a pro forma basis, adjusted EBITDA was flat at 0.1%. This reflects the betting tax increase in France and Austria from July 2025 in France and in Austria, April 2025 for Sportsbook activity and from January 2026 for gaming activity.

Excluding this impact of tax increase, pro forma adjusted EBITDA grew by 5%. The reported adjusted EBITDA margin improved slightly to 19.5% despite the betting tax headwind, reflecting the positive contribution of Tipico, higher distribution and content and continued efficiency.

Moving to adjusted net income next. Excluding the exceptional LTIP charge of EUR 54 million that we flagged at our strategic update in March, which is vastly noncash and related to the Tipico transaction, adjusted net income stood at almost EUR 200 million, up 32.9%.

Beyond this exceptional charge, main factors were a higher cost of net debt, reflecting the financing of the Tipico acquisition with debt raised since January 2026, higher D&A also linked to the Tipico integration and conversely, lower income tax expense following the implementation of the IP box tax regime in Sports Betting & Gaming.

Moving to results by business now, starting with Sports Betting & Gaming. Reported revenue was almost -- was up almost 55%, reflecting the consolidation of Tipico since the end of April. Including 6 months of Tipico on a pro forma basis, revenue grew 10.5%, fueled by record player engagement with unique active players up 22% and record engagement for World Cup that benefited to all products. By product, Sportsbook revenue were up 8.6%, reflecting the specific sports margin in the middle of the World Cup, while games, poker and turf revenues grew over 18%, reflecting our diversification strategy.

Looking at earnings now. Sports Betting & Gaming adjusted EBITDA stood at EUR 294 million, up 32.5% on a reported basis with a margin of 24.3%. This reflects the betting tax increase and the effect related to sports margin during the World Cup. Pro forma, the acquisition of Tipico and excluding the betting tax increase in France and Austria, adjusted EBITDA grew by 5.4% with a pro forma margin of 28.2%.

Adjusted free cash flow conversion remained very high at almost 89%. The change in working capital was positive, driven by cutoff effects on betting tax and pending bets in the context of the strong volumes in June related to the World Cup. And income tax paid was lower, reflecting the positive impact of IP box tax regime. And if you remind well, a favorable base effect related to a one-off tax catch-up in 2025. CapEx and lease expense increased slightly related to the integration of Tipico.

Moving now to Entertainment and Live, where revenues were down 2.2% at constant exchange rates and current scope. Looking at revenue by activity, the 11.9% decrease in content production was expected and reflects phasing on scripted shows deliveries, further weighting on Q4 this year. For instance, The Buccaneers, a scripted show produced in the U.K. was delivered in Q2 last year and will be partly delivered at the end of the year in 2026, which reflects the seasonality.

Distribution revenues were up 10.5%, benefiting from a format sale in the first quarter and the opening of initial licensing windows for several finish stakes. The standout performance was once again live. with revenues up almost 50%, driven by the Milano Cortina Winter Olympics opening ceremony in the first quarter, the 3 FIFA World Cup opening ceremonies in the second quarter and the continued momentum of LUMINISCENCE. Adjusted EBITDA was up 2.5% as reported, 3.4% at constant exchange rates and current scope to just under EUR 213 million with the margin improving by almost 1 point to 15.5%. This improvement of this margin was driven by distribution and continued cost efficiency.

The change in CapEx reflects the high comparison basis in the first half of 2025. Adjusted free cash flow conversion stood at 72.5%. The change in working capital reflects cutoff effects, including phasing in payments related to the significant live shows produced during the first half 2026, which we expect to normalize throughout the year. From a cash flow perspective, group adjusted free cash flow reached just over EUR 411 million with cash conversion of 82% on a reported basis and 81%, including 6 months contribution of Tipico, just above our full year guidance of circa 80%.

The adjusted operating free cash flow conversion is 66%, in line with our midterm guidance. The group's net debt stands at EUR 5.5 billion at the end of June following completion of the Tipico acquisition. Following the closing of the combination in Entertainment and Live, which means including All3Media debts, the cash proceeds we received early July and exceptional dividends to be distributed, net debt amounts to EUR 5.8 billion, representing a leverage of 3.6x.

We expect leverage, as mentioned during our strategic update to decrease to around 3.4x by the end of the year, driven by cash generation in the second half. We maintain a strong liquidity position with EUR 713 million of cash at the end of June 2026. Post combination with All3Media, including the cash received at the beginning of July in relation to this transaction and including the payment of the exceptional dividend of approximately EUR 400 million, the cash position exceeds EUR 1 billion. At the end of June 2026, the group's revolving credit facility amounts to EUR 350 million, reflecting the additional EUR 70 million RCF in Sports Betting & Gaming, including in the new financing package. The past undrawn amounts to EUR 312 million. That's all for me. I will now hand back to Francois for some concluding remarks.

Thank you, Sophie. Given our visibility at this time of the year in Entertainment and Live about the schedule of deliveries over the second half and the results of the World Cup 2026 that we already have, we confidently reaffirm our 2026 guidance of mid-single-digit adjusted EBITDA growth on both a stand-alone basis and pro forma of the Tipico Group and All3Media transactions. Excluding the impact of the tax increases in Sports Betting & Gaming, which reflects the great performance of the business, this would be even higher at mid- to high single digits. And as Sophie reminded adjusted free cash flow conversion of circa 80%.

In conclusion, this was a solid first half for the year with outstanding player engagement in Sports Betting & Gaming, strong momentum in Live and content production and distribution activity set to normalize by the end of the year, we are very confident about that with, of course, more business opportunities to come from the combination with All3Media in the next months.

This semester, we have made significant progress on M&A. Tipico has closed and is integrating well. Our combination with All3Media is complete and integration has already started too. JOA is expected to close in the second half. In just a few months, we have transformed the group and accelerated on diversification by geographies, products, and we are now better positioned strategically. We are also expecting to implement synergies, very significant synergies from the typical and All3Media deals in the second half of the year and of course, in the following months and look forward to updating you on this.

In a nutshell, H1 was busy. H2 will be busy as well. Busy is good, but the summer break is welcome. That's all from me. Thank you for your attention, and back to you, Louise.

Thank you, Francois. It's now time for questions. So please state your name and company. Thank you.

[Operator Instructions] We are now going to proceed with our first question. And the questions come from the line of Ricardo Chinchilla from Deutsche Bank.

I have 3, if possible. The first one is on the World Cup monetization and outlook. You indicated that a limited portion of the FIFA World Cup now -- phase was reflected in the first half results. Can you quantify how the third quarter trading has evolved since the end of the tournament, particularly in terms of player retention, Sportsbook turnover and post-event activity levels versus the World Cup cohort of 2022? The second question is related to the acquisition of JOA. Could you please elaborate on the multiple paid for the transaction?

And any color that you could give on the mix of debt and equity financing that you are targeting, even if it's just anecdotal understanding that the transaction is yet to close. And lastly, if you could mention the -- or provide some color on the competitive environment in France, Germany and Austria and Poland with regards to gaming. Our marketing intensity and customer acquisition costs trending differently post the typical acquisition? And have you seen any response from competitors following the creation of your larger now Banijay gaming platform?

I will take the two last ones and the first one for Sophie, but I start in reverse. So competition in the different countries, of course, is always fierce, especially for World Cup because all everybody wants to capture new players. We have, in France, the increase in tax is weighing on competition because you really need to have a large market share to be able to sustain this. But all in all, we are very happy with what we did during the World Cup compared to the market. And we have been very present in all our markets on the World Cup. There was no specific response from competitors. No, of course, all our competitor made very good efforts to capture clients, but we believe we had a very good performance on this in all our markets.

On the acquisition of JOA, the multiple paid is in line with the sector. And the mix of has not been decided yet. We still have a few weeks or months to work on this. On the World Cup, so I leave the floor to Sophie, just to say during the first phase of the World Cup, you have more unbalanced gains. And also the big teams, especially France, Germany performed very well. You had Mbappe is scoring 2 goals of every game, Messi is scoring also every game. So typically what the players want to bet on. So the first half of the World Cup was very positive for the players, and this is what we have in our figures. The second half was more reversing the trend and normalizing the results.

So I think that Francois has almost everything -- what I can add is that, yes, in the second part of the World Cup that occurred during Q3. So the sports results were more favorable for Betclic and Tipico. We are very, very happy with the results of this World Cup, as mentioned to you with a growth of the UAP by more than 75% that we doubled our bets and that the GGR increased by 88%. What is important to know is that around 50% of the new players remain active during the following quarter, which is also very good for the business in the next few months.

And the next questions come from the line of Annick Mass from Bernstein.

So my first question is going back to the JOA acquisition. I guess it is a physical acquisition and not only online, which is slightly deviating from what you've done in the past. So my question is really, going forward, shall we expect more of this, more of casino operators in the markets in which you are present to create a wider omnichannel strategy? Or was this a one-off explained by an attractive opportunity? The second one was on M&A in content and production. I guess you have a big debt at the moment. But on the other hand side, you know how to structure deals in ITV Studios is coming on the market without TV bids attached to it. So is that something that you could be looking at again? And then you started saying that synergies are going to impact in the second half. Can we maybe get a little bit of more of the phasing of how these synergies are going to come through in the second half?

So JOA acquisition, in fact, 2 or 3 years ago, we were really focusing only on online. And we looked at the different geographies. And especially when we discussed with Tipico, looking at Tipico, we understood the value of having also a retail network. I think also that artificial intelligence is increasing this value because the brick-and-mortar is not as easy as to replicate. And so of course, online remains our main focus, will remain our main focus. But JOA was an opportunity to create an omnichannel situation in France, which is one of our largest market.

And we have it in Germany. We have it in Austria, and it was an opportunity to create it in France. We cannot create it in France through physical sports betting because there's -- it's a monopoly of France individual. So JOA was a very -- probably the best opportunity we could think of. So -- and JOA was looking for a home, and they were very interested in joining our strategy as we are building as a European leader. So it was a good fit. Now our focus, of course, remains largely on online. But when online can be supported by retail, by physical, we believe it's a good match.

On your second question on ITV studio, it's easy to answer because it's not the right time neither for us or for them. They are in a transaction which is going to last for a long time. And we are -- we have a lot of on our plate to integrate. So it's not something which is really in the cards today. On the synergies Sophie, I don't know if you have some color on that.

So on the synergies, what we announced during our call previously is that we expect from Tipico and Admiral integration into the gaming business an amount on a full year basis of EUR 100 million of synergies. We -- as now the workup is over, we are -- well, the teams in Banijay Gaming are focusing really on the implementation of the synergies. So we will start to have the first impact in H2, but then on a full year basis, more in 2027.

On the All3Media completion combination, we expect cost synergies to be around EUR 50 million on a full year basis, and we expect to implement them within 12 months. Just for you to know, of course, as we completed this deal early July, the teams in Entertainment business have already started to implement them, and we will have the first impact in H2 also, but the full impact will be done within 12 months.

We are now going to proceed with our next question. And the questions come from the line of [ Adrianne Dilla ] from Bank of America.

A couple of questions or one question perhaps. Can you discuss the underlying growth trends that you're seeing in content production? You talked about the phasing of deliveries being skewed to the end of the year. But more generally speaking, are you seeing like same or higher or weaker demand from broadcasters and streamers for content at the minute?

What we see this year is really in line with what we were expecting. So it's same. That's what we were expecting. We -- of course, the trends of the sector, you know them. we have, I would say, broadcasters that are suffering on the revenue side, but we see that they continue to be committed to the programs that are making their audience. Of course, we do more and more with streamers, and we really believe that All3Media is going to enhance this development and always this question on the development on digital media, especially YouTube.

So we have very -- it will take time, but we have very good, I would say, experiments, moves, new things that we are doing on YouTube and also a little -- the studio, which is going to help. So again, we have no positive or negative surprise this year in what we think we are going to deliver. And the trend on the next year that it will continue to evolve. But we gave some midterm outlook recently. I would like also to underline that 2 or 3 years ago, we decided to develop live events. I think it was a really good choice. And we clearly see it as a growth driver. And as you have seen in the presentation, we also decided to go stronger on sports, which is also a very good growth driver. So we believe we are on the right trend, and we will continue to enhance them.

Can you just talk also about your appetite for further M&A in the gaming space? I mean it's always a space where lots of deals are happening. There's been a transaction this year involving one of your peers, I would say, around Eastern Europe. So generally speaking, can you talk about your appetite for M&A in that space?

Yes, sure. Of course, today, we just made a big piece. So we are not hungry today. But our appetite in the midterm is real because we believe that consolidation makes sense. And we believe that we are very well positioned for this consolidation. You have in this industry, founders, private equity companies that at a point are always looking for an exit, a liquidity or a combination. And so today, we are focusing on typical integration. But we believe that our new setup is also very attractive for companies that look for a home. And so we keep a real appetite for M&A in this sector, but more in the midterm.

We are now going to proceed with our next question. And the questions come from the line of Conor O'Shea from Kepler Cheuvreux.

Three questions from my side as well. First question, could you have a sense of the like-for-like growth for the -- typical stand-alone in the second quarter or first half? Secondly, could you have a sense of any -- what the calendar is for the live entertainment business in the second half of the year? Any major events that could boost growth? And then last question, I understand that you're not going through with The Independents deal now. I think that was -- part of that was designed to improve share liquidity through an equity issuance. So what's the revised plan in respect to improving liquidity now that, that deal is -- you're not going to exercise the call option?

I take the last question, I'll leave the first for Sophie. On The Independents, yes, we decided not to exercise our call option. Of course, this decision is Independents, if I can say so, from the question around liquidity. Of course, increasing our float and liquidity remains our top priority. But The Independents was just an illustration of it's a long time ago because it was before Tipico, before All3Media, before the special dividend we are distributing. So it's no more relevant to things like that. But both are completely separate topics and to try to increase our float and liquidity is a constant priority for Sophie and myself.

So on the 2 other questions, in terms of calendar of major events and seasonality for the content business. So on Q3, we still expect the impact of significant ceremonies that has been produced by Balich Wonder Studio. I mentioned to you, the ceremony of July 4, the closing ceremony for the World Cup. In the production on the show production – for the show production we are expecting a seasonality as usual in Q4 more. For example, we already mentioned that a scripted show like Buccaneers should be partly delivered in Q4 instead of Q2 last year. So we expect more in Q4. But we already gave a guidance for 2026, and we are very confident to reach this guidance despite this seasonality.

On that, I really want to insist on what I said during the presentation on the opportunity to develop more in the U.S. And now really, we are very well considered and identified in the U.S. as a top company to organize big shows linked to sports, especially. And it's clear that it's a very good market. So it's a very -- I think the World Cup has been a very important milestone for us in the live event. It's not just a one-off. It's also, I think, a trigger for more business.

And on your last question for stand-alone and Tipico. So we provided in the presentation the 2025 results by brand. But in 2026, we are now an integrated group. So we don't provide figures by brands. We are considering that Banijay Gaming is one business, and we are looking at this business as a whole. So -- but what we can say is that both brands are very, very good results, quite the same profile, and we are very happy with both of them. We had a double-digit growth in new IP in these 2 brands. So we are -- it's quite similar in terms of profile.

And the questions come from the line of Jérôme Bodin from ODDO BHF.

Just 2 questions. The first one on The Independents. So you're not exercising the option, but the plan for the minority stake? Do you -- are you happy with that? Do you plan to remain a long-term minority shareholder? Or do you have any agreement with the -- maybe with the founder to sell this stake? That's my first question. And second one, on the AI, can you remind us what's your strategy regarding a big AI platform? Have you signed or do you plan to sign deals with them? I guess, not on fresh content, but maybe on back catalog or old content. Is that the case? Yes, just an update on where you are with this platform.

So about The Independents, yes, we remain a minority shareholder. We have a very, very good relationship with this company. We have -- we believe it's a great company. So nothing has changed in how we see the company and the founders and managers. They are exceptional people. So we are very positive on the development of the company, but just a question of priorities and also a question of where we were seeing the most of the synergies, et cetera. But -- we continue to work with The Independents and to collaborate each time it makes sense.

We have usual minority rights. So we'll see in the next months or years how this company wants to evolve. And -- but we are not worried. And we believe that our stake in Independents will create value in the short, mid or long term depending on when we exit. On AI, we haven't signed the type of contracts you are mentioning, if I understand, if it's about selling content to AI platforms to -- is it what you mean -- we don't -- yes, no, we haven't this type of contract with [indiscernible].

And just to follow up on this one. So is it a no go forever? Or will you be more in a fight mode versus this platform like some of your peers like in music, publishers, they are fighting a lot and they usually win big amount. Is it maybe your strategy? Or could you be a bit more constructive? And again, I guess it will not be on fresh content, which is sold.

Yes. We never say never. Forever is a big word. But for the moment, we have no plans to do that, but we continue to follow what is happening in the market.

There are currently no further questions on the phone line. So I'll now hand back to you for the webcast questions. Thank you.

Okay. Thank you. So there are a few questions on JOA. Can you say how much of JOA EV will be paid by debt? What will be the maturity and security ranking on the debt related to the term loan and bonds? Another one about how do you plan to fund this acquisition? And last one on JOA.at is basically the impact on the leverage because you have a target of 3.4x end of '26 leverage pro forma typical All3Media and special dividend, but without JOA or with JOA?

So this acquisition will be funded by debt and cash in our balance sheet. We don't know yet the proportion of each one. This is something we will decide early September. So we the impact on the leverage should -- there should be no impact on the leverage. This acquisition is not as significant as the ones we made during the first half of 2026. So it should not impact and it will not change our guidance. So that's why what we provided at 3 years pro forma the acquisition of All3Media, et cetera, is not pro forma the acquisition of JOA-- and is there any other question on...

Yes, there is a question on the IP box regime. Could you explain, I guess, the IP box regime should we expect this to impact H2? And also, can you provide H1 like-for-like from content distribution, excluding the one-off of format sale?

So regarding the IP box regime, this is a very specific tax regime related to tech companies. In fact, this is a regime that allows some companies to benefit from a reduced rate linked to the research and development done on the software. Of course, this is recurring will also benefit to the next year.

Distribution format sale.

We don't provide any specific figures on the format sale, but it's not so significant to give pro forma...

On the synergy, I think we explained the time line of the synergies, but one question about the cost to implement them.

So we expect the cost to be around 1x and will be, of course, incurred during the next 12 to 18 months depending on the business.

And one last question on the webcast about the target capital structure, give an update on your desired increase in the free float of your shares? What would be your business focus for the next 12 months?

That's a lot of questions. I don't know exactly what is the question behind it. I can tell you that I consider that where we stand today, we have -- even if our leverage has gone up a little bit or significantly, we are very, very solid and probably even more than before given the refinancing that have been done with maturities extended. We have a lot of cash. And we also have -- we are going to be even more cash generative. So we are very confident with our financial structure.

On the free float of our shares, it's not completely in our control. So difficult to update on our desired increase. But of course, we are not satisfied with where it stands today. Business focus for the next 12 months is clearly about integration and also delivering what is expected. And everything is on track. But of course, it's always a big effort from all the teams to deliver what is expected.

Okay. So no further question. Sorry, maybe one additional one. What was the like-for-like EBITDA performance on the gaming business in Q2?

So we gave the pro forma -- so this is for the like-for-like, the underlying performance, and we gave it in appendices. So for Q2 on a pro forma basis on the revenue side on Betting & Gaming, it was up almost 15%. So it was 10.5% in Q1 and 14.8% revenue growth on a pro forma basis in Q2.

So thank you all for joining us today and for your questions. Just to conclude, I think you all heard that we are quite happy and excited both with the organic development of our businesses and with the new setup of our group with the addition of Tipico and All3Media. Integration is progressing well. Teams are melting and synergies are already visible at the horizon. H2 will be about focusing on delivering both growth and synergies, and we look forward to updating you on our continued progress in the coming months. But meanwhile, have a great summer break.

Thank you [indiscernible].

This concludes today's conference call. Thank you all for participating. You may now disconnect your lines. Thank you.

Thank you.

Good day, and thank you for standing by. Welcome to the Banijay Group Q1 2026 Results Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded.

I would now like to hand the conference over to Louise Racine, Head of Investor Relations. Please go ahead.

Thank you. Good evening, and welcome to Banijay Group's Q1 2026 Results Webcast. This is Louise Racine, Head of Investor Relations. Before we start, let me draw your attention to the disclaimer on Slide 2. I also want to remind you that this presentation is now available on the company's website, and a recording of this call will be accessible in the coming days.

Your speakers today are Francois Riahi, our CEO; and Sophie Kurinckx-Leclerc, our CFO. First, Francois will present our key financial and business highlights for the quarter. Sophie will then cover the results in more detail before Francois provide some concluding remarks. We will then open the call for questions.

Over to you, Francois.

Thank you, Louise, and good evening, everyone. Our Q1 results represent a very solid start to the year with 9% revenue growth and adjusted EBITDA growth of 5.4%. This performance is perfectly in line with our guidance and once again demonstrates the strength and diversification of our business model. Our sports betting and gaming business delivered 20% growth in unique active players and 17% revenue growth despite adverse sports results. And there is more to come, thanks to an exciting summer of Sport ahead.

In Entertainment & Life, we saw mid-single-digit revenue growth overall. This figure reflects very strong activity growth in live activities, some lumpy revenues in distribution and seasonality in content production. With this solid start to the year and an exciting pipeline of major sporting events, content deliveries and life developments ahead in 2026, we are very confident in actually achieving our full year guidance.

We enjoy also good momentum in executing across our M&A activity. Our acquisition of Tipico Group was completed at the end of April and our combination with All3Media is well on track with closing expecting during summer.

A brief look at key figures for the quarter. Revenue reached over EUR 1.1 billion up 9% at constant currencies and current scope. This translated into adjusted EBITDA of just under EUR 200 million, up 5.4%. Restated from the betting tax increase following the new French regulation implemented in July 2025, adjusted EBITDA growth would have been over 11% above top line growth showing continuous cost optimization.

Adjusted net income increased by just over 18% year-on-year, while adjusted free cash flow generation stood at EUR 161 million, resulting in a high level of cash conversion of 82% in line with guidance. Our leverage stood at 2.7x, stable compared to the end of 2025.

Let's move to business highlights. Now starting with Sports Betting and Gaming. Once again, the key highlight this quarter was our continued strong business momentum with an impressive 20% growth in unique active players, the most important KPI when it comes to the commercial development of sports betting. This player growth came from all activities and results from our successful developments across geographies.

Our new initiatives such as the poker platform in France and the launch of an online casino in Cote d'Ivoire are paying off, showing our capabilities to expand our activities and seize all opportunities offered by regulation across our markets. In Sportsbook, the double-digit UAP growth was driven by strong player interest during national and international competitions including, of course, the junction in multiplex at the end of January.

Despite adverse sports results this quarter, impacted by FIFA World Cup Qualifiers and unfavorable outcomes during the Champions League, this UP growth translated into a strong revenue performance over the quarter. Looking ahead, the 2026 FIFA World Cup represents a major catalyst for the business with an expanded format featuring more teams, more games and a longer competition expected to drive significant player acquisition and engagement. It is widely expected to be the biggest sports betting event in history and we are extremely well positioned to take advantage of this, thanks to our leading positions in 6 markets and our unrivaled technology platform.

Having now closed the typical transaction at the end of April, integration and consolidation are well underway, and I look forward to updating you on progress. Let's move now to entertainment, where we continue to leverage our scale and strong creative capabilities. We are developing in all the key strategic growth areas we set out at our Capital Markets Day last year and in the strategic update in March.

The first is further developing our English language footprint to capture opportunities in a fast-growing market, driven by global streamers. To give you some examples, the highly successful reboot of the Fear Factor franchise, House of Fear, illustrates how we continue to create fresh content based on existing IP.

On the scripted side, season free of NCIS Sydney had a stellar launch in the U.S., while Half Man, a new scripted show from the offer of Baby Reindeer, premiered successfully on BBC One and HBO Max where it ranked in the top 10 TV shows in 48 countries. Our combination with All3Media will only enhance, of course, our growth in this area going forward.

The second growth pillar is the continued expansion of our digital footprint as we capture growth and monetization opportunities across social channels where viewers are increasingly demanding longer form and quality content. From 2027, we will launch a new season of the heat, food and travel format, Somebody Feed Phil on YouTube following its move from Netflix. We also acquired global format right to Stop the Train, the high-concept adventure game created by French Youtuber, Squeezie. We will help scale it globally for multi-platform audiences illustrating our ability to attract digital talent and leverage our reach and visibility.

And finally, in the growing sportainment segment, Q1 saw new launches around fresh IP. Scripted drama Motorvalley had a strong debut on Netflix with over 2.2 million viewers. That's in Italy. Football is island, a new concept commissioned by RTL began streaming in March and had a strong start in the Netherlands. We also launched ShowdownTV in Germany, a new streaming and digital media platform, combining live curtailment, creator led formats and multiplatform distribution. As you can see, a lot is happening everywhere on our footprint on all our strategic direction, which is very promising.

This quarter, the revenues from production are down but they are not reflective of what we expect for the full year with strong deliveries coming at the end of the year. Finally, Lived Experiences, which had an exceptional start to the year. We delivered one of the highlights of the quarter, the Milano Cortina Winter Olympics opening ceremony, which I'm sure many of you watched and simultaneously across 4 separate venues, it received a massive EUR 2.5 billion view worldwide and was widely recognized as the most memorable winter opening ceremony ever. It was a clear showcase of the creative ambition and capabilities of our Live business, which will once again demonstrate its creativity during the summer with the World Cup.

The Black Mirror experience, which we launched in Montreal at the end of May before opening in Madrid in June is a key milestone in our life strategy. This is unlocking synergies and monetization opportunities across our unmatched IP catalog. LUMINISCENCE also continues to perform exceptionally. The show is now live in 8 countries across Europe and Americas, following rapid growth last year and sold well over 0.5 million tickets in this quarter alone.

These achievements demonstrate the strong execution of our strategy and are quite satisfactory when you think that we launched this new activity only 3 years ago, in just a few years, we are establishing ourselves quarter after quarter as an important player in the live entertainment business, which in this quarter accounted for almost 20% of our entertainment and live revenues.

That's all for me for now. I'll be back at the end with some closing remarks before we open the line for questions. Over to you, Sophie.

Thank you, Francois. So let's start with group revenue up 9% at constant exchange rates and current scope fueled by both business. This breaks down to over 17% for Sports Betting and Gaming and 4.5% for Banijay Entertainment in life. Group adjusted EBITDA increased by 5.4% at constant exchange rates and current scope despite the beating tax increase in France. Excluding this impact, adjusted EBITDA would have grown 11.3%.

External and personnel expense increased by 5.2% restated for the change in betting tax regulation in France of EUR 11 million, therefore, in line with the revenue trend. Excluding this headwind, the rise in earnings translated into an expansion of the adjusted EBITDA margin to 18.1% from 17.6% in Q1 2025 demonstrating our constant focus on cost optimization. Moving to adjusted net income next, which was at 18.1% in reported figures. This was a very good result, mainly fueled by adjusted EBITDA growth and the positive impact of the implementation of the IP box tax regime in sports betting and gaming.

Excluding an exceptional charge in Q1 2026 of EUR 25 million, a large part of this being noncash IP declined as anticipated and in line with our soft guidance. As highlighted in the strategic update in March, we are expecting a decline in LTIP charges in the midterm to reach on average 4% of adjusted EBITDA over the '26-'29 period, excluding an exceptional charge of around EUR 100 million in 2026 related to the evolution of Banijay Gaming Top Management LP.

Moving to results by business, starting with sports betting and gaming. This quarter, we saw strong revenue growth of 17.3% at constant exchange rates and current scope despite adverse sports results. Sportsbook revenues were up 14.4%, supported by strong double-digit growth in unique active players. Casino, Poker and Turf revenues were up over 27% and reflecting the success of recent business developments. These include the continued strong performance of the proprietary online poker platform launched at the end of 2024 in France and the ramp-up of the online casino in Cote d'Ivoire since its launch in early 2025.

Looking at earnings now. Sports betting and gaming adjusted EBITDA was down 5.4% on a reported basis impacted by the expected headwind related to the betting tax increase in France. Excluding this effect and at constant scope, the growth would stand at positive 7.1%. The adjusted EBITDA margin reflects the increase in betting tax in France and adverse sports results, which had an amplified effect in Portugal and Poland, where taxes are computed on turnover.

Adjusted free cash flow conversion remained very high at over 90%. The change in working capital is mainly explained by betting tax cutoff effects while the reduction in income tax paid is due to the positive impact of the LP Box tax regime.

Moving now to Entertainment & Life. Revenues were solid, up 4.5% at constant exchange rates and current scope. Looking at revenue by activity. The decline in content production reflects phasing effects with a strong volume of deliveries expected towards the end of the year. Distribution revenues were up 20% year-on-year, thanks to a format sale.

The standout performance this quarter was, of course, life with revenues almost doubling year-on-year. As highlighted by Francois, this was driven by the strong performance of Balich, mainly thanks to the Milano Cortina Winter Olympics Opening Ceremony but there was also a strong contribution from LOTCHI with LUMINISCENCE now live in 8 countries and continuing to grow.

Looking at earnings and cash flow now for the business line. Adjusted EBITDA was up 15.6% at constant exchange rates and current scope with margin improving 140 basis points to 14.2%. This improvement reflects a positive contribution from the Distribution segment as well as the continuous cost optimization. Lower CapEx reflects a high comparison basis with Q1 2025, where there were some significant IP investments and distribution advances. This leads to an adjusted free cash flow conversion at almost 75%.

The change in working capital reflects cut-off effects, including phasing in payments at Balich Wonder studio. These temporarily impacted the adjusted operating free cash flow, which is expected to normalize throughout the year. From a cash flow perspective, group adjusted free cash flow reached EUR 161 million, resulting in a cash conversion rate after CapEx and miss payments of 82% fully in line with our full year guidance.

The change in working capital requirements of a negative EUR 103 million in Q1 2026 came mostly from cutoff effects, notably and as explained in Life business. This led to an adjusted operating free cash flow of EUR 52 million. The group's net debt stands at EUR 2.59 billion, representing a leverage of 2.7x, which is stable compared to year-end 2025. We continue to have a strong liquidity position with a positive cash balance of EUR 424 million and EUR 280 million of undrawn secured credit lines.

That's all for me. I will now hand back to Francois for some concluding remarks.

Thank you, Sophie. First, let me say that we confirm our guidance for this year of mid-single-digit adjusted EBITDA growth, both stand-alone and pro forma of the Tipico Group and All3Media transactions both of which would have happened in the year. Excluding the impact of the tax increase in France last year, this would have been at mid to high single digits, which is our midterm guidance.

Adjusted free cash flow conversion guidance of circa 80% is also confirmed, demonstrating the continued success of our highly cash generative business model. So in a nutshell, a very solid start to the year for the group with strong double-digit revenue growth in sports betting and gaming and remarkable performance in Life also stronger EBITDA growth in content production.

We are excited by what is to come in the remainder of 2026 with the FIFA World Cup expected to be a meaningful catalyst for our sports betting and gaming, but also our life business. while the production and distribution trends will normalize by year-end. We are also executing on our M&A strategy with the road map for the Tipico and All3Media transactions fully on track.

As you can see, we are building the next chapter of our journey with strong milestones in diversification and digital, leveraging our strong assets just as we did a few years ago with Life, which is now bearing fruit.

That's all from me. Thank you for your attention, and we are at your disposal with Sophie for your questions.

[Operator Instructions] Your first question comes from the line of Annick Maas from Bernstein.

The first one is on Tipico. I think you've just closed the deal. So I guess you have had access now to some other documentation that you didn't see before. Could you just tell us what has positively surprised to what has negatively surprised you since.

The second one is on Live. Clearly, done super well helped among others due to Milano. So can you maybe tell us what Live did if you were to exclude the Milano event? And then production, I understand this is very much a timing effect. Can you maybe just dissect and tell us how much of this is timing and how much is maybe cyclical issues that the sector is experiencing more generally?

Thank you, Annick. On the Tipico, I don't know exactly what you referred to in terms of documentation. We did our due diligence during the -- before signing the deal. What we can see today, we are very, very happy about the cultural fit between Betclic and Tipico. We held our first joint seminar in Paris with all the teams, and it was -- it happened, it was the same day than PSG [indiscernible] Munich. So it was a good opportunity to spend some time together.

And we are very excited about the integration. I think all we are all excited both at Betclic and at Tipico and we see more and more upside. So definitely no bad surprise. We learn a little bit more about the retail business, of course, which is new to us. So that's something we are, of course, looking carefully because that's -- we think that we are not so much used. So it's also an important add-on of the Tipico acquisition, but no real surprise, but we are, I think, progressing very well and very confident on the integration.

On the live, I don't know, Sophie, if you want to give some figures without Milano Cortina, but clearly, it will be a strong growth even without Milano Cortina. Milano Cortina is, of course, lumpy source of revenue, but it's not sufficient to justify the full growth. Now we see growth everywhere. As mentioned, LUMINESCENCE is also an important source of growth. We also had some good development on the live on the Star Academy in France, for example, with the 2. So multiple sources of revenues. Clearly, the Milano Cortina is an important one, but it's it would remain a very, very strong growth even without Milano Cortina.

On your third question, you want to answer, Sophie, on the...

On the timing effects of the production.

Yes.

So in fact, this -- well, we always had a seasonality in the production delivery -- and you know that we always expect more deliveries of shows by the -- at the end of the year. But today -- well, this year, we see a stronger seasonality than in the past years. Some shows that were delivered in Q1 2025 has been delayed or in production or partly delivered in Q1 2026 which explain this. But clearly, we remain on track to deliver the guidance that we gave on this business. So it will normalize throughout the year.

Your next question comes from the line of Davide AmorimMoran from Berenberg.

Just 2 questions for me, please. You delivered a very strong part of the year on Banijay gaming despite facing tough comps of the year in Q1 2025. Could you give us a bit more detail on which country performed the best during Q1. And also [indiscernible] Banijay Gaming delivered 17% growth at the constant currency without any World Cup impact. Should we, therefore, expect growth to come well above this level in Q2 and Q3?

And secondly, could you also give us a bit more color on Tipico performance in the first quarter, please?

Thank you, Davide. Sophie, you want to go on?

So on the revenue by country, we don't provide figures by country. What we can see is that we see the same kind of growth in all of them. But I will not comment more on the detail by country. Which growth we have to expect. So during the first quarter, the growth in new AP was a growth 20%. Of course, as you know, the World Cup is always a very significant event for this business in terms of UA. In terms of revenue to be expected, it's quite difficult to say. The main challenge of these big events is really to attract and retain unique active player.

The results can be volatile. So that's why we will not commit on higher growth, thanks to this work up. What we can say is that we are very confident to deliver our guidance by the end of the year on this business.

On the Tipico performance, of course, as you could see, and this is also the same case for our competitors, of course, they have been impacted by the adverse sports results as we have been impacted also during this first quarter. So they know exactly on the same trends that we knew during this quarter. So we -- well, this is, in fact, very similar to what we knew.

There's no surprise on Q1 of Tipico.

Your next question comes from the line of Ramin Narula from Principal Asset Management.

Congratulations on the strong results. First, could you just remind us, please, on the full year annualized impact of the French tax through the Banijay gaming P&L?

Yes, sure. So we said it's around EUR 50 million on our EBITDA full year. So we took half of the impact last year because the tax started July 1. So we took half of the impact last year and we are going to take the rest of this year.

Got it. Understood. And then maybe transitioning your way to the World Cup, I mean, obviously, a big event. But just curious, given it will be in the North American time zone and your European sports betting player like historically, have you seen any maybe more muted impact on sports betting performance when you have like large America-centric competition, like, for example, like the Copa America or something similar? Just if you could comment on that and whether you still sort of expect strong performance, notwithstanding the time zone impact?

First, of course, World Cup and Copa America's are not comparable. World Cup is a very, very strong, probably the strongest event in Europe and Copa America is not comparable, and we are based in Europe. But a large part of the games will happen during the afternoon in America. So during the evening in Europe. So we believe that it will be significant work up for us.

Of course, there will be also some games during the night, but there are more games, more teams. So we expect it to be really a big event. But of course, we will see. But we believe it will be a big event, and we expect it to be the same type of impact for us. That's what we had during the previous World Cups or European [indiscernible].

Got it. Makes sense. And then just on dividends for the Banijay gaming permit. I appreciate it's only first quarter that's close of this year. But is there any early guidance that you can give on what sort of quantum of dividend we should expect if you hit your guidance at the end of the year for that perimeter?

We don't -- I don't understand really what you mean by the dividend on this perimeter because -- so the dividend we are giving is on the full perimeter. What we gave during our last Capital Markets Day update was the fact that we were going to increase progressively our dividend with more than 10% CAGR year-on-year. So we don't commit on doing it for next year. But if we meet our guidance, that's the type of dividend you can expect. So it was in 2025, EUR 0.35 per share. And so starting from there, a 10% -- more than 10% increase in dividend every year. That's it.

But I guess just to get a sense of how much of that dividend will come from the Banijay gaming box.

Well, in fact, we can't commit and we don't disclose, but what we can say is that we, of course -- this business is generating high as a high cash generation. So we will pay some dividends from this perimeter in line with what we mentioned also during the past that we had in line with the dividend policy that is described also in the RD as well as in line with the covenants that we have to comply with on the financing with the -- regarding the financing documentation, regarding the financing we just raised from -- for the Tipico acquisition.

Got you. And then maybe just another one on Tipico. Are you able to disclose like maybe revenue and EBITDA numbers for the first quarter or at least growth rates were the same?

Well, we didn't finalize the acquisition at -- well, at the end of the first quarter. So we can't disclose this kind of information for now.

We'll have it next quarter.

Yes.

Understood. And last quick one. You mentioned at the previous call that sort of at year-end for the Bang gaming segment, you sort of post detailed 3 statement financials. Just struggling to find that on your Investor Relations side for full year '25. Has this been posted yet? Or is that something that will be posted at a later date?

Yes. It has been disclosed on a dedicated bondholder website on the website of [indiscernible] Group. But let us know if you don't find them and we will provide you with the link.

Your next question comes from the line of Andrea Bernardi from LGT Capital Partners.

Just a follow -- a quick follow-up on the production side. I think last -- in Q4, you mentioned that some deliveries were pushed into 2026 because of [indiscernible] uncertainty [indiscernible] in the macroeconomic background. And how can we think about those are -- are they still supposed to be delivered by year-end at this point? Or should they flow through Q1, Q2, are they included in the EUR 502 million reported production revenues. If you could comment on that, that would be helpful.

Sorry, maybe I missed part of your question.

No, I think, yes, I think some were pushed -- in Q1 this year, we had some shows which happened last year, which not happened this year on the nonscripted some are delayed in the next quarter. So for example, some big brother shows in certain countries. So all in all, Q1 has been lower in terms of production revenues. But again, we have a good visibility on the rest of the year and we are not worried on the full year.

Could you disclose like the amount of revenues that were supposed to be delivered in Q4, but they were pushing in Q4 '25, but that were pushed into 2026.

No. Well, it's...

No. Well, it's -- because it happens every quarter, in fact. So for example, you have some shows -- you take, for example, a show like LOL in France and Amazon. Last year, it was in Q1, this year it's in Q2. So you have some delays like that. But when we look at the backlog globally, we are not worried by the year in terms of production revenues.

Okay. So just confirming that there's still -- that are supposed to be delivered throughout the year?

Yes.

[Operator Instructions] We will take our next question, and the question comes from the line of Conor O'Shea from Kepler Chevreaux.

Just a few remaining from my side. First question, maybe for Sophie, on the sportsbook revenue growth, the constant currency scope growth was considerably higher than the reported. So I think 14.5% versus 10.4%. So just wondering, I didn't understand that there were major currency impacts there. So if you can just explain the gap that would be very helpful.

Secondly, I'm sorry to insist on just on the production revenues full year. So are you willing to give any more details at this stage, do you expect full year at this tone to be broadly flat, slightly up or slightly down. Any further thoughts on that?

And then the third question, just on the live business, obviously, events and expected to do so in Q3. I think in previous years, there's been some drag from some Middle East events. Is that no longer an issue in 2026 weighing on the growth? Have you switched to venues for that and therefore, no longer an issue.

So on the first question, and then -- on the sportsbook revenue, it's at -- well, it's at constant exchange rates and current scope and the main impact on the sports betting business is current scope because, in fact, we excluded [indiscernible] from 2025 figures. This is not a question of FX impact.

On the -- your question on production revenues, we gave a single guidance this year. We don't want to detail it more precisely -- and as you can see, the -- actually, the first quarter for -- in terms of EBITDA on production was quite positive production and distribution. So we're not going to detail, but again, what I said was that the trend of the first quarter, we don't expect it to be the same for the rest of the year. We expect it to reverse.

On the Middle East, I think first -- it's true that we experienced some tension in the Middle East on our Life business in Saudi Arabia 18 months ago, maybe. So it pushed us to diversify more our geographies and which is the case this year, as you can see with the Olympics, with the World Cup, we are going to be active in -- with significant events in Europe, in the U.S. We have, of course, also the LUMINISCENCE shows, which is diversifying outsourced revenues, [indiscernible].

So we are becoming more and more diversified in terms of geographies. And when you look at our Middle East -- it's very small in our overall revenues. We are talking in 2025, I think it was 3% of our revenues and probably less projected this year given the diversification of our business. And so we are very confident in the fact that so far, not so many events have been concerned. Some of them have been postponed. Some of them are happening. So we don't have a full visibility on the year on the Middle East, of course, because the situation is difficult to predict. But we are confident that in any case, it would not jeopardize our guidance.

There are no further questions from the phone lines. I would like to hand back for any webcast questions.

Yes. So there are 2 questions on the webcast. The first one is on the margin expansion in the Entertainment segment. Those lives has a different margin profile from production and distribution.

Well, the margin profile is quite similar in this business. For this first quarter, what drove this margin expansion is a larger contribution of the distribution business. And because the margin in this part of the business is higher. And of course, again, always cost optimization and reorganization plan within this business.

And the second question, can you go into more detail on the working cap outflows at Banijay Entertainment and Live.

Yes. So what I said during this presentation is that -- on Banijay [indiscernible] studio shows for the opening ceremony, a part that's been paid during Q1 and the second part is expected to be paid within Q2. And we also had some payment delays agreed on the sale of some formats. So that's why we have this negative working capital, but we clearly expect this to be normalized during the year and to have to be compliant with the guidance that we gave during our strategic update on the adjusted operating free cash.

One question on the independence. Is there an update on existing sizing or call options? And if not, where we have to wait for All3Media deal to complete in order to get permission from RedBird IMI or could this happened before.

So no that today on this, we are still working on it with our new partners of RedBird actively it's not linked to the closing of All3Media. We can make a decision earlier than that. And as soon as we have a decision, we will communicate it. But for the moment, we are still working on it.

Last question on live experiences. In terms of the shape of the year, would you call out any phasing of revenues we should be mindful of?

I think, of course, Q3 will be reflecting the World Cup ceremony. So these ceremonies are a little bit lumpy, of course, but again, more and more, you have a lot of also recurring business with luminescence and with all the smaller events that we are organizing all year long. So yes, it's probably also a hike in Q3.

And there is no further questions.

There were also no further questions from the phone lines. I would like to hand back for closing remarks.

No real closing remarks. It's a good Q1. It's just a Q1, but it comforts us on how the year is going to look like. So very excited again about all the developments that we have this year, a lot is happening, and we are very confident in our capability to deliver on our guidance. Thank you very much.

This concludes today's conference call. Thank you for participating. You may now disconnect.

Good day, and thank you for standing by. Welcome to the 2026 strategic update for Banijay Group.

[Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to Luis resin, Investor Relations. Please go ahead.

Good afternoon, and welcome to Banijay Group's 2026 Strategic Update Webcast. This is Rutas, Head of Investor Relations. Before we start, let me draw your attention to the disclaimer on Slide 2. I also want to remind you that this presentation is now available on the company's website, and a recording of this call will be accessible in the coming days.

Your speakers today are Francois Riahi, our CEO; and Sophie Kering Locker, our CFO. Francois will begin by presenting the group's new profile following the recent announcements of 2 transformative acquisitions across our businesses and will then provide a deeper dive into each of them. Sophia will then present the new financial trajectory, and Francois will conclude with the midterm and 2026 guidance. We will then open the call for questions.

Over to you, Francois.

Thank you, Louis. Good afternoon, everyone, and thank you for attending this update. Let me start with a few words of introduction. During our Capital Markets Day in May 2025, we shared our ambition to become the unrivaled powerhouse across the entertainment industry and to act as its natural consolidator. Today, less than 1 year after, we are pleased to present to you our new profile following -- typical Group and Allf3 Media acquisitions that will both close this year. With these 2 transformative operations, we are entering a new phase of our journey. These deals will significantly enhance our scale, unlock substantial synergies and further strengthen our leadership position in the sector. Opportunities in front of us are, therefore, now even greater. We will now leverage these assets to transform our business and reinforce our positioning in the most attractive segments of our industry. This will enhance our cash generation profile already very regular and sound. As a result, we are committed to a disciplined capital allocation, investing in growth, integrating these transformative operations, maintaining a sound balance sheet and returning value to shareholders. I will show you that we have significantly strengthened our capacity to achieve our strategic ambitions stated in our Capital Markets Day and that our financial trajectory is going to deliver a very significant value creation to our shareholders. Let's start now with how these 2 new transformative acquisitions significantly reshape the group's profile. Following these transactions, the group reaches a very significant scale with pro forma 2025 revenue of EUR 7.4 billion, adjusted EBITDA of EUR 1.6 billion and EUR 1.2 billion in adjusted free cash flow -- so we are well above our target of 2028 of the Capital Markets Day. Over the past 6 years, we have delivered fivefold revenue growth and a sevenfold increase in adjusted EBITDA. I think we can say that it is a journey of successful transformation. During this journey, we have constantly demonstrated our capacity to deliver value both organically and through M&A with successful acquisition integration, delivering fast and strong synergies. The recently announced transactions are no exceptions to that and mark an important step in our transformation journey. Let's now move to the last 2 major transactions in more detail. Less than 1 year after our Capital Markets Day, we can claim we delivered on what we said with these 2 transformative deals. The group is executing a dynamic and highly selective M&A strategy aimed at driving consolidation across the entertainment industry. With the acquisition of TPCo, we strengthened our leadership in sports betting and gaming by adding 2 new countries to our European footprint with leading positions. Financially, we are doubling gaming revenues while also generating synergies up to EUR 100 million in midterm, including EUR 70 million in OpEx. These synergies will be progressively implemented

Worth noting, we have call options to increase our stake in the business to at least 72% and more probably 80%. And ultimately, we will be the sole shareholder alongside typical and best fix founders while bringing significant value, thanks to their deep knowledge of the industry and the markets where we are operating. That is pretty much different in the content production industry where we have considered that we could not achieve the necessary consolidation of the industry on our own.

The combination with all 3 media allows us to partner 50-50 with Redbud IM, a key industry player, leverage scale, combined complementary IP portfolios, especially in English language content and accelerate IP monetization. With this combination, we expect to deliver EUR 50 million in OpEx synergies within 1 year post closing. But more importantly, it will also allow us to capture growth in a rapidly evolving industry.

As you can see, these 2 acquisitions are key in allowing us to achieve our strategic goals as presented in our last Capital Markets Day. It is a crucial step in our journey of value creation and consolidation of the entertainment world. Of course, these operations are subject to regulatory approvals and are expected to be closed quite soon, most probably in April 2026 for Tipico and by the fall for all 3 media.

Let's now see how these 2 transactions are reshaping the group's profile. These transactions, in fact, both scale and rebalance our business mix and the share of sports betting and gaming enhances the ability of our model to generate operating cash flows. This leads to Banijay Gaming now expected on the 2025 pro forma basis, to account for approximately 55% of group adjusted EBITDA versus 44% reported in 2024, strongly positioned as a global integrated entertainment platform, Banijay Group is now ideally structured to capitalize on major industry trends. And we are going to see how unique our position is now to catch the growth.

Indeed, these deals are suited to the evolution of entertainment, strengthening our capacity to remain at the forefront of the industry. In a fast-growing and increasingly regulated betting and gaming market, we differentiate ourselves through our technological edge, superior customer experience and exposure to attractive geographies. We are changing scale and positioning in the gaming market where we become clearly the European leader and a consolidator. In the content production and distribution market that is consolidating across linear broadcasters, platforms and studios we are creating with All3Media, a leading media and entertainment powerhouse ranked #1 independence for content production and distribution.

In the live experience market, we are positioning ourselves as a frontrunner by driving consolidation and capitalizing on our premium IP portfolio. As we will discuss in more detail later, AI is a central element at the heart of our innovation and improvement efforts, enabling us to unlock opportunities. And now a few remarks for my first conclusion. We have clear priorities that have been strengthened by our new profile. In Sports Betting & Gaming, by combining our strengths to become the leader in Continental Europe, we own a state-of-the-art fully integrated omnichannel platform, and we will continue to expand our leadership across high-growth markets by delivering best-in-class technology and customer experience in high-potential territories.

In content production, distribution and life experiences by unit in store franchises, we control a unique portfolio of valuable and repeatable IP. We will keep maximizing this premium portfolio value by scaling live, reaching new audiences, accelerating in digital and strengthening our competitive edge versus global streamers notably through a more English language driven cater. We will also leverage AI as a key accelerator across all our growth verticals as we will develop in more detail in a few minutes.

These 2 major acquisitions bring significant synergies and integration will be a key moment to prove that greater scale drives greater performance while unlocking further value across our platforms, we have no doubt about it. Ultimately, we will continue to act as the industry's consolidator with a constant strong focus on value-creating M&A while delivering an attractive shareholder return policy. I think we can proudly say that we are delivering on our strategy and are ideally positioned to achieve the goals we've presented during the Capital Markets Day.

Let's now dive into our businesses, starting with focusing and gaming. Back Click and typical have a lot in common. They share the same DNA. Nevertheless, they are complementary and the combination will make each brand stronger. Let's start with the market footprint. Our footprint expands significantly with Tipico and Admiral, bringing exposure to 2 large fully regulated European markets, Germany and Austria. This further strengthens our core positioning in Europe, which remains the largest and 1 of the most attractive regions globally for our business. Both companies are geared to Continental Europe but with complementary geographies without any overlap. Europe represents close to half of the global market compared to approximately 1/4 for the U.S.

Importantly, unlike the U.S., our markets are characterized by greater regulatory visibility and stability. We operate in well-established, highly regulated environments, which enhances the resilience and predictability of our business model. Thanks to our multi-local model, we hold leading positions across several of Europe's most attractive markets. These markets are underpinned by robust regulatory frameworks that protect established players. While regulation can be stringent and complex, it creates meaningful barriers to entry and reduces the risk of sudden market disruption. Over the years, both Backlick and Tipico have developed deep expertise in navigating in this environment, which is now a significant competitive advantage as these common skills add up.

Let's now have a look at the markets under penetration growth potential, which is another common point between Betclic and typical. In both companies, future growth lies in the under penetration of their respective markets. We expect online penetration to continue rising over the coming years supported by favorable structural trends, including younger demographics and increasing digital adoption. With Tipico, we know how old leading positions in 3 of the 5 most populated European countries, and countries in total, representing roughly 240 million people. Within this footprint, we estimate that we have a right to play with around 15 million users today, and that number will grow materially. Beyond user growth, there is also meaningful upside in monetization per player remains below potential in several of our core markets covered by the Besi brand.

But it is also the case for typical in Germany, GGR per adult stands at EUR 9, far below France and Poland, where it exceeds EUR 30. This gap highlights a clear opportunity for further growth for our leading brands.

Let's now turn to the business mix where typical and best click once again showed similarities. By bringing together Belick and typical Pan Gaming is now changing scale and moving up to a major sports betting and gaming player in Europe with over EUR 3 billion in revenue in 2025 and around EUR 7 million of but the core DNA remains unchanged. The new combined group will remain focused on sports book activity, representing 82% of revenue. It is very important to look at this because it shows that both companies are first focusing first on sports fans. That's where the 2 companies are coming from. And digital while moving from a pure online player to a more diversified omnichannel model with approximately 80% of sales generated online and 20% offline. The retail capabilities are an asset. I will come back to it.

But Tipico is also very strong online. And of course, these figures are even higher when it comes to profitability. Another common feature is a focus on top leadership positions on every market. Banijay Gaming is now the #1 operator in Continental Europe on sports betting and #4 overall in euro. And we are more diversified and better positioned to sustain strong growth going forward. Scale is an important asset in our industry. But what matters even more is leadership positions as we explained during our Capital Markets Day. This is what drives profitability and market share gains. And our scale is not the addition of small market shares in a large number of countries, but the addition of high market shares in all the geographies where we are operating. It is a crucial element of our setup and explains our high level of profitability compared to peers.

Before Tipico, we helped leading position in 4 countries: France, Portugal, Poland and Cote already making us a strong fast-growing operator. After the acquisition, our roster of local champions expense from 4 to 6. We are now a truly pan-European platform, more diversified geographically but still very focused in making it right in every market where we lead the pack. We told you during the Capital Markets Day that we would target companies for M&A with leading position, I think typical is clearly the box. Another common feature resulting of this strong position is the strength of our brands. In this business, brands are accrual assets, and we have 3 of them each deeply recognized in their local markets and seen as clear leaders.

Our apps are consistently ranked #1 in downloads driven by products that meaningfully enhance the user experience. This is an entertainment activity and our DNA in Vale is about creating entertaining moments. We are not just offering a platform. We deliver a simple, intuitive and seamless journey across our entire product suite from Sportsbook to IAB. Thanks to typical in Germany and Austria, our unique retail network further reinforces brand visibility and customer engagement, I will come back to echo.

Importantly, our brands are also amplified through strategic sports partnership which enhanced visibility and reflect our common DNA to focus on sports fans. For example, we hold exclusive agreements with the Bundesliga and the German Football Federation covering the first, second and third divisions as well as the National Cup in Germany. We are also the name partner of the Portuguese Liga and the partner of the French football generation. So a very consistent approach towards supporting sports.

Importantly, another similarity between Typical and Betclic is our common commitment for responsible gaming. As an entertainment company, Banijay has always been committed to player safety interest. This is a core operational pillar that underpins our long-term strategy. We notably promote a sustainable low spend recreational model of approximately EUR 6 per week for. And the acquisition of Tipico is aligned with this as Tipico only operates in locally regulated market and is also focusing on recreational model of gaming. This approach is supported by advanced proprietary AI tools for arm detection as well as dedicated teams focused on player protection we don't have to change the culture.

Last but not least, the final common DNA of [indiscernible] and Tipico is about tech. Both [indiscernible] and Tipico platforms are a cloud-based and proprietary. Over the past years, we have fully rebuilt our basic platform based on latest technologies to ensure high scalability and availability as presented during the Capital Markets Day. Our architecture can now support all our activities across brands, markets and continents with an time.

Let me remind you now of some strength of Tipico, which is operating also under a fully proprietary technology platform at scale with impressive KPIs. Over 8,000 transactions per minute at peak, more than 3 million units per day and over 50,000 retail and mobile requests per student. Results speak for themselves. For these 2 companies going to be combined, 0 bridges be paid under a minute of time, which is very important to allow players to bet again an all-time food platform availability. And we even see further optimization and efficiency levels in the future, which we are working on, supported by a team of 1,300 professionals across IT, data and AI.

Indeed, over the past years, Tipico has also developed strong tech that leads to similar results to Betclic in terms of security, velocity and availability. This being said, we will gain further optimization and efficiency down the line as we integrate tech better between Betclic and Tipico. Among others, enhanced cloud hosting and shared tools as well as pulling procurement is first identified priorities. Longer term, the tech combination between Betclic and Tipico will only be studied and initiated after the World Cup. And we don't know yet exactly our target set up. But given the quality and the complementarity of the 2 platforms, we have no doubt that we will be able to improve both platforms take quality while generating substantial cost savings.

With all these common strengths, Tipico and Betclic have demonstrated their capability to outperform the market. We have now outlined our key common differentiators: below brands, product excellence, technology and deep market knowledge and leadership. You may remember this chart we presented during the Capital Markets Day about our capability to outperform the markets we are operating in. But what is interesting is that Tipico just did the same. And we have for -- across the 2 companies, consistently outperform the market across all our core geographies growing at almost twice the industry rate. But this is just the beginning. We still have massive growth potential, notably underpinned by the opportunities arising from the combination of Betclic and Tipico commercially. This is what we are going to see on the next slide.

On the commercial level, we see 2 main areas of complementarity between our businesses. First, in our product offering; and second, in the way we engage with our customers. Starting with the product offering, we see 3 key synergies. First, Poker. Betclic has built a cutting-edge fully operational poker platform. This creates a clear opportunity for Tipico, which doesn't currently offer poker in Germany, where it's a lot. Second, our integrated product ecosystem. Our strategy is not only to grow our player base, which we do but also to increase player value by encouraging cross-selling between sports betting, which is our base, outracing casino and poker depending on the regulation of every country.

Betclic has a proven track record with around 35% of sportsbook users also playing iGaming as of today. We aim to replicate this successful playbook at Tipico by capitalizing on Betclic experience and know-how. And beyond that, there could be additional upside if regulation evolves in markets like France or Austria.

Third, our innovation culture, which is announced by tools like AI assisted trading improved both efficiency and pricing. Tipico is already very advanced in this area, and we believe that click can further strengthen its platform by leveraging this expertise. Now turning to customer engagement. We also see strong complementarities. Tipico brings a unique omnichannel model in Germany and Austria with a dense retail network that is very hard to replicate. It's a really competitive advantage built on a CapEx side, largely franchised model.

With the acquisition of Tipico, we become instantly experts on how to run a retail model, which we believe is a strong asset moving forward as the multichannel model has virtues. Conversely, Betclic is a digital native platform. And in several markets, the combination of online and retail is a powerful differentiator. It accelerates customer acquisition, especially where online penetration still has room to grow. As Betclic benefits from typical omnichannel expertise, Tipico will benefit from the strength of a fully digital platform.

Finally, personalization is key. As presented at our CMD last year, Betclic has developed a proprietary CRM tool, which allows us to better understand player behavior and safety and deliver a highly personalized experience. While tangible example is the extensive customization bet click users can apply to their app lobby. We see strong potential to deploy this at typical going forward. That's why relying on that competitive advantage with us intend to continue to outperform our markets. And as I said, this is only the beginning.

With Tipico and Admiral, we changed our scale, yet we continue to see some growth potential ahead, driven by several clear levers. First, we operate in underpenetrated European markets and should naturally acquire new users as the market grows and online gaming penetration increases. Second, our track record and superior offering puts us in a strong position to gain market share from competitors as we have done consistently. Third, we will continue developing cross-sell and rolling out gaming products enhanced by our content production and distribution business to elevate player engagement and deepen synergies between businesses.

Fourth, geographical expansion with our modular scalable tech platform, we can enter new attractive markets almost instantaneously, either organically or through acquisitions. As we did in Cote d'Ivoire the scalability of our platform gives us some optionality, either to enter new geographies organically or through M&A. And finally, while less predictable, of course, regulatory evolution, such as the potential authorization of online casino in France and Austria could also offer very significant upside, which would come on top of our actual trajectory.

Let's now move to our content production and distribution business. First, a brief overview of the market we operated, which is evolving at a rapid pace. The broader content industry continues to grow, driven by several structural trends. While demand from traditional broadcasters is declining, streaming platforms and more recently, digital formats such as YouTube are experiencing strong and sustained growth. To give a sense of scale, over the past year only YouTube only added nearly $10 billion in revenues, and it now generates more than Netflix.

To stay ahead in this shifting landscape, our priorities are clear. First, we must continue to grow our market share in streaming. And second, we need to accelerate our investments in digital with a particular focus on YouTube and other high-growth platforms. With these dynamics at play and thanks to our combination with All3Media, we are exceptionally well positioned. Together, we have the scale, the creative depth and the global reach required not only to outperform the market, but to capture significant growth in the years ahead. And in this context, everyone can attest that the competitive landscape is evolving rapidly, marked on 1 side by the right of a few major international streaming and digital platforms and on the other, by increasingly consolidating traditional broadcasters and local streamers.

To respond to the structural shift in the buyer universe, studios have pursued their old consolidation strategies to build scale and reserve bargaining power with an acceleration in recent years. Nobody can contest that Badger has been the most active in consolidation, notably through our acquisition of Endemol in 2020 and the combination with find this year. And this puts us in a very good competitive position. Don't be wrong, demand for content has never been so high driven by digital, which is a unique opportunity for the enlarged panning entertainment across all free media powerhouse to grow in our market.

The combination with all 3 media undoubtedly strengthens our leadership compared to our independent competitors with an unparalleled catalog of almost 30 years of content. This premium catalog and our brands are an unreported asset to serve our clients globally and at scale, which is today and even more tomorrow, the only way to serve them. Let's have a look at figures and see what is the pro forma 2025 combination. The combination with All3Media creates a clear industry leader, generating over EUR 4.3 billion in revenue, of which around 75% comes from production with a strong emphasis on nonscripted programming fully aligned with Vantage's historical DNA.

This acquisition also strengthens our presence in English-speaking markets, which will account for 36% of our revenue compared with 27% in for Bali stand-alone in 2024. This shift is strategically significant. We will combine both premium local content, which is very important for the globalmers and English language content, the latter being inherently global. These are key assets to grow in the streaming are here. I'll come back to this point in just a moment. Over time, we will unlock meaningful synergies by producing and scaling of media formats in markets where they are not currently active with as a strong local presence, shows like the treater ideal candidates has proven IPs with global appeal that we can rapidly roll out across our international footprint.

I can tell you that I had been yesterday night with all our country managers, and they were all very excited about what they can do with all 3 media brands and Cateno. In this context and supported by this combination, we are well positioned to continue outperforming the market and capturing significant growth, notably by better tackling global streamers and digital platforms leveraging complementary strengths.

Let's see now about crucial topic of the strengthened IP portfolio combination. During our 2025 Capital Markets Day, we emphasized the importance of our IP, which is our treasurer. Banijay already owns world-class IP such as MasterChef, Survivor, BigBrother, and pick blinders and many others. With all3Media, we are adding iconic titles like the treaters, Google Box and Holyoke just to name a few. As we've said before, in a rapidly evolving industry, IP sits at the core of our business model. Each year, our pool of world-class talent the Steven is Steven Lambert or George K. of the world, continues to generate new IPs that strengthen this foundation. Scale clearly matters for financial performance. giving us access to the best terms of freight with major global clients.

Yes. But scale is just as crucial for reactivity. And on that front as well, our leadership is underbed rankings consistently show that we are, by far, the most creative content company in the world. As said earlier, our strategy in a challenging environment is to better and tackle more global streamers, let's see now where we are. Today, we are proud to be the world's #1 independent supplier to global streamer. In 2025, Banijay and All3Media launched almost 100 titles across scripted and unscripted with the streamers. No other company is even close to this number. Mangas already an antisputed leader for non-English content. Here are just a few examples. Netflix, the Gardener became the most watched Spanish series on Netflix in 2025. Amazon Prime called Patria became their biggest ever international original launch. And of course, we are also active in English-speaking content like House of business in 2025.

But with All3Media, we further strengthened our English-speaking capabilities with approximately 80% of All3Media production revenue coming from English language content, including Netflix life on our planet, Amazon Prime Patna or also on Netflix, Squidgame the challenge. Our increasing scale makes us a natural partner for the streaming platforms are looking for producers who can deliver premium adaptable content on a global scale to be their trusted partner, and that's exactly what we are.

Let me now briefly touch on AI and how we see it across the group. First, it's important to highlight that our exposure to AI disruption remains limited given our strong positioning in nonscripted content, which continues to rely heavily on a unique connection between talent, host and agencies. Key elements that remain difficult to replicate through AI as our highly valuable high piece. Where we see AI as most impactful is as a value creation lever across our operations. On the on hand, we are already deploying AI to drive efficiency gains particularly in production and post production. This includes areas such as editing, subtitling and dubbing, notably through our partnership with as well as streamlining certain support functions.

On the other hand, the most significant upside lies in monetization. We benefit from one of the largest content catalog of the industry with over 260,000 hours of content, which represents a substantial untapped source of value. We are progressively migrating this catalog and indexing it to first structure and then activate using AI power tools, notably through partnerships such as Moments Lab. This enables us to create new formats from existing content, make it instantly available across platforms and continuously update and optimize its distribution to enhance audience feasibility and reach, especially on digital.

So overall, we see AI as unlocking new revenue streams while lowering our costs. I mentioned already that a very important growth driver is the expansion of our IP monetization into digital, social media and live experiences. Last year, during our Capital Markets Day, we highlighted huge opportunity emerging from social media and avoid platforms, especially YouTube, which has become the world's largest broadcaster by audience and this trend, of course, is continuing. We are already generating strong digital engagement with global breath like Big Brother, Survivor and Mastershare, and we have begun distributing our IP directly to consumers on these platforms. For example, we recently announced that season line of somebody Fifield, we launched on YouTube in 2027 after previously being available exclusively on Netflix.

A lot of initiatives are taking place today, and this is going to accelerate in the coming years. The addition of All3Media is a true accelerator. We had -- that was a lot of country managers who are already very excited about that. We now gain access to little dot Studios deep expertise, built over 13 years of working with YouTube and managing more than 135 old channels. More broadly, they bring significant know-how across all major social platforms. Banijay contributing more than 260,000 hours of content to little studios will unlock substantial additional growth potential.

I wanted to give you an illustration of where we stand today. In 2019, our revenues with streamers represented less than EUR 10 million. Today, in 2025, including all 3 media, it represents around EUR 1 billion. We want to mirror that trajectory on digital. Our revenues from YouTube are still relatively modest, but our ambitions are significant, and we see substantial room for acceleration as we will find the right business models to work with this platform. Our goal, we have always been agnostic about the distribution. The question is always that people want to watch our content.

Our goal is to go beyond a traditional producer and distributor and develop the direct-to-consumer monetization. We want to bring our IP live on every platform and also create new digital-first IP design from the staff to work in multiple formats. This enables reaching more people, increasing engagement and opening up new opportunities for branded content and additional revenue streams. And all this, you can only do it with scale. We are also expanding our IP into experiential entertainment. Our IPs are known all over the world, which gives us the opportunity to create immersive experiences.

This part of our business has 3 pillars. Banijay Studio the leading producer of large-scale ceremonies, including the opening ceremony of the Milano Cortina Olympic Games in 2026, which has been watched by around EUR 2.5 billion -- 2.5 billion people, sorry, over the world. And in 2026, Balachandar Studio will start to create shows with their own IP. Lotchi, which we acquired last year, they produced large light and music shows in Cathedral. Thanks to the Badigenetwork, we have scaled loci from 1 to 8 countries in just 1 year with luminescence launching in 16 cities worldwide with approximately 1 million tickets sold. It is a strong example of how we can turn the local success into a global one, thanks to Banijay scale and Nova. And this is our own it.

And the third, Banijay Life studios created to adapt our IP into immersive live experiences. And as you know, the first example on our own IP will be the black virtual reality experience, which will be launched in Montreal before summer this year and will be traveling in several other countries already in 2026. With all 3 media, we now have even more IP to develop, and that's what we are going to do. These are just a few examples on how we are opening new revenue streams and new ways to monetize our extended catalog of IP and developing direct-to-consumer monetization avenues. Our fourth growth driver is sports. We already have a strong presence in sports through Banijay Sports, which produces documentaries like [indiscernible], podcasts such as our series with [indiscernible] and a range of sportinment formats, for example, Foodbuy Isle.

With All3Media, we are adding several levels that are active in sports production. For example, North OneTV, which has a strong sports slate including the Cadillac formula and the live coverage of the 2025 MotoGP season; and LitaoSports, digital and social media agency that helps major sports right holders grow and monetize their audiences through creative and data-driven content strategies. And as we expand our port ambition, we will also rely Balich Wonder Studio, which brings exceptional credibility in this sector and long-standing relationships with major global brands.

In 2026, Balich will be producing in addition to the Olympic games for ceremonies for the World Cup in the Americas, 2 in the United States, including the 1 for the anniversary of creation of United States, 1 in Mexico and 1 in Canada. In summary, we presented in our Capital Markets Day 2025 for growth avenues for content duction and distribution, scaling further with global streaming platforms, strengthening our position as a leading partner, leveraging AI across our content production and distribution activities to enhance creativity and efficiency, expanding IP monetization across digital, social media and live experiences and capturing the growing demand for percent.

All3Media media significantly improves our position on these 4 avenues which makes us very optimistic for the future.

I now hand over to Sophie who will walk you through our financial strategy and capital allocation in more detail before I come back to cover our 2026 and updated mid term guidance.

Thank you, Francois. Let me briefly present the value creation model. Our growth will be driven by strong momentum across all our businesses. In gaming, we will benefit from the scale created by the Betclic combination enhancement. We are now the #4 player in spot betting and gaming in Europe with leading positions across several of our key markets and exposure to structurally underpenetrated geographies that offer significant user growth potential. Thanks to Tipico acquisition, we doubled the size of the business while maintaining a high level of growth. In production and distribution, the winning combination of Banijay Entertainment and all 3 media creates a scaled IP-driven platform well positioned to capture the continued growth of global streaming and digital.

And in Live and Digital, we leverage the strong complementarity of Banijay Live and studios to accelerate growth on digital and maximize IP monetization. This capacity to generate the top line momentum, combined with our proven operational discipline, will drive sustained adjusted EBITDA growth. On top of this, we will progressively capture the synergies from the 2 recent major transactions, while maintaining an asset-light model and a disciplined approach to CapEx allocation. Altogether, this supports strong cash flow generation.

Let me now turn to our financial track record. We have delivered a very strong financial performance across revenue, profitability and cash generation. Over the 2023 to 2025 period, we achieved approximately 6% CAGR in revenue, while more than doubling that growth rate for the adjusted EBITDA and adjusted free cash flow. This clearly illustrates the strength of our business model and our ability to translate top line growth into significantly high earnings and cash generation. We consistently delivered an adjusted free cash flow conversion rate above 80%, fully in line with our guidance. And in 2025, the adjusted operating free cash flow conversion rate was 65%. This robust and sustained cash generation reflects both the quality of our asset-light moment and the discipline with which we manage operations and capital allocation.

Let's now have a look on the additional synergies to come from our recent acquisition. Our synergy potential represents a significant value creation driver over the medium term. In sports betting and gaming, we expect EUR 100 million synergies in the midterm of which EUR 70 million of OpEx synergies from the combination of energy gaming Typical and EUR 30 million of CapEx and platform synergies. This will be delivered progressively in 2 phases. First, the stabilization ensuring operational continuity, preserving business momentum and importantly, supporting cultural alignment across the combined organization.

And then integrationin particular, IT and platform conversions will be a key driver of synergy delivery. This will be initiated after the work cap. These synergies are partially reflected in the EBITDA, but also partially in CapEx reduction, fueling cash flows. In content production and distribution, the Banijay and All3Media combination will deliver EUR 50 million cost synergies with a first 12 months run rate, driven by cost optimization and procurement efficiencies. And finally, we continue to see a broader EUR 200 million cross-group synergy opportunity as presented at Capital Markets Day last year. This is supported by our unique positioning across entertainment, gaming and life, which allows us to better leverage IP, develop integrated branded content and scale inversive experience.

With greater scale, we are well positioned to capture these opportunities in the medium term. Let me now turn to our EBITDA and cash flow growth outlook. Over the period, we expect August 7% adjusted EBITDA CAGR in 2025, 2026 and the pro forma base. A significant share of this growth is expected to come from sports betting and gaming, supported by strong momentum in underpenetrated markets with substantial player growth potential as well as by the strength of our platform and our ability to deliver a best-in-class customer experience. content production and distribution. Together with live experience, will also contribute meaningfully over the period. Growth in these activities will be supported by increasing scale with global streamers and will be further strengthened by reinforcing English language content through the combination with all Simulia and commercial synergies.

Finally, by maintaining a disciplined CapEx policy, and continuing to benefit from the synergies being delivered, we expect to sustain a very strong adjusted free cash flow conversion rate again above 80%.

Let's now move to the main topic of capital allocation, it. Our capital allocation policy starts from a position of strength, supported by robust cash flow generation. Our approach is simple, disciplined and balanced with 3 clear priorities: shareholder returns, sound balance sheet and M&A. Let me start with the attractive shareholder repair. We want to send a clear signal of confidence through a twofold approach, a growing ordinary dividend and an exceptional distribution. We are introducing a new dividend PC with a progressive dividend growth reaching about 10% CAGR over the 2025 to 2029 period. In addition, because we will receive a substantial amount of cash upon closing the Ultra Media transaction, we are not willing to carry an excess of cash while our cash generation will be enhanced by acquisitions and synergies.

Therefore, we will also pay an exceptional one-off dividend of EUR 400 million post closing of All3Media, represent $0.95 per share out of the EUR 800 million of cash upstream received from All3Media operation. Together, these decisions reflect our strong commitment to delivering attractive and visible returns to shareholders while maintaining a sound balance. From a pro forma leverage of around 3.2x at the end of 2026 including an exceptional dividend and run rate synergies, we will deliver steady deleveraging year after year, reaching around 2x by 2029, and driven primarily by strong cash flow generation. This implies a regular and sustained reduction in leverage of around 0.4x per year.

Finally, on M&A. Naturally, in the next month, we are going to focus a lot on integration and synergies to translate into figures all the potential that Francois presented before. This is also why we are comfortable to distribute a part of the cash that we will receive in the All3 transaction. First, our priority will be to increase our stake in our gaming business through the [indiscernible] more broadly in the midterm, we will continue to actively assess value-creating opportunities and play a role in industry consolidation in line with our track record. Regarding specifically the independence, the deal will All3Media creates a new context in which we need to assess precisely with our new partner the opportunity of exercising the call. For this reason, we cannot tell you today if we are going to exercise this call.

As the new setup also reduces the amount of cash needed to exercise the call. This potential call should not impact the leverage presented both if exercise. Let me now conclude with adjusted it growth. This slide is key as it reflects both our growth trajectory and our commitment to it now a central pillar of our shareholder retain framework. We are targeting a double-digit CAGR in a which brings together the core strengths of our model, solid underlying growth, an enhanced group profile and strong earnings generation. This trajectory is primarily driven by adjusted EBITDA with over 7% growth in Tegel over 2025 pro forma to 2029.

Below adjusted EBITDA, healthy charges will normalize around 4% of adjusted EBITDA, excluding a noncash exceptional charge of EUR 100 million related to the evolution of top management LTIP in the context of typical acquisition. This represents a major decline compared to past year. Financial expense will increase, reflecting the higher debt level post transactions with a stable cost of debt expected and taxes will rise progressively in line with earnings growth. Overall, the supports a strong and visible EPS growth profile.

Finally, it is worth highlighting the strength of our shareholder base with our controlling shareholder representing 45% of the Banijay Group's share capital, providing stability and long-term alignment while leaving ample capacity to extend the float significantly. I now hand over to Francois for the presentation of our mid term outlook and conclusion.

Thank you, Sophie. In the medium term, as Sophie told you, we expect an adjusted EBITDA growth above 7% CAGR 2025, 2029 at Banijay Group level on a pro forma basis, supported by around 10% CAGR for our sports betting and gaming business. of course, on a pro forma basis, including the integration of Tipico and mid-single-digit CAGR for our content production and distribution business, here again on a pro forma basis and integrating all 3 media. Cash flow concern will remain strong with adjusted free cash flow conversion of 80% and adjusted operating cash flow conversion approximately at 65%. This highlights redness, attractiveness and efficiency of our business model enhanced by a new. This strong cash generation will fuel a progressive dividend increase, reaching more than 10% CAGR between 2025 and 2029 in line with the expected double-digit EPS growth.

We maintain our midterm target to reduce leverage to around 2x by 2021, implying an average leveraging of approximately 0.4x per year between 2026 and 2029. When it comes to 2026, as we highlighted before. The next slide, 2026 will be a major transition and integration year with the Tipico transaction expected to close in All3Media by 4. The synergies will not yet be significant in 2026 and will depend on the closing dates, notably on All3Media. We expect to deliver a mid-single-digit adjusted EBITDA growth on both a stand-alone and on a pro forma basis, and it would have been higher than restate from the tax impact is increase in France in July 2025, so fully in line with our midterm outlook, Same, the level of adjusted free cash flow conversion should also be in line with the midterm guidance of around 80%.

As outlined in our 2025 result presentation, we expect continued robust growth across both businesses in 2026, albeit with a different mix compared to the high levels seen last year. At the content production and distribution business, including All3Media, we anticipate better growth in revenues with a slightly lower margin, reflecting a different revenue mix. in our sports betting business, including Tipico, a strong sports calendar, including the Football World Cup in the summer will boost revenues while 2026 EBITDA growth, as I just mentioned, is going to be impacted negatively by the full impact of tax increase in France implemented in July 2025.

But of course, our teams are today focused on preparing the World Cup as I speak, and we are ready to manage the most commercially of this event, which is always a great event for our business. One last figure I want to show you before my concluding remarks is where we expect to be by 2029 in terms of revenues, strongly positioned as a global integrated entertainment platform, we are now ideally structured to capitalize on major industry trends and sustainably create value for our shareholders towards circa EUR 1 billion revenues in 2029. And of course, this is just about organic growth, and this is just the beginning.

Let me finish by highlighting key takeaway, in just 1 year, we have delivered a clear step change in scale, fully aligned with our strategic road map, establishing Banijay Group as a global or across content and gaming. We now benefit from a stronger setup supporting both growth and cash generation. This positions us with a unique global platform at the intersection of content, sports and live experiences unlocking multiple monetization and growth opportunities. As a result, we are very confident in our ability to deliver sustained growth, margin expansion, strong cash generation supported continued dividend growth and value creation for our shareholders.

Thank you for listening, and we are now ready with Sophie to take your questions.

[Operator Instructions] And now we're going to take the first question. And it comes to line of David Amorim from Berenberg.

A few questions for me, please. First, with your new group on the pro forma basis, you now have 2 large businesses, which was something you were aiming during your Investor Day last year. Do you still plan to keep these 2 businesses together? Or could spiriting them be an option?

I have -- my second question is on the gaming side. Germany is still a relatively less mature market for online sport-betting compared to other European markets. Do you see any current positive decision that could lead to a more flexible regulation for online sport betting operators? And my last question is on the indeed. I mean, obviously, there is much less details on that call option in today's presentation compared to last year presentation. Should we understand that your view on activating the collection has changed. I think the situation has evolved as well significantly because, I mean, over the last 2 years, you now need to integrate 2 large businesses. So I'm just curious about your thinking on that collection.

Thank you. Thank you, David. 3 small questions. So on your first one, of course, we are really committed to keeping the integrity of Banijay Group. We believe that it enhances our scale and our capabilities, and also, we start to implement synergies between the businesses. It takes time because, for example, on the gaming business, we are developing games based on of the content production, it takes a little bit of time to develop them but it will be really important to gain more many shares on this part. And -- but no, of course, we are very pragmatic, and we are open to any transformation of the group if it's creating value and strategically helping our goals. But today, we are not linking of separating the business.

Your second question on Germany. Yes, we -- in fact, Germany is a country where regulation is too tough. It's not adapted and you have a part of the market, which is still a black market unregulated with no protection for the player with new protections for the miners with -- so actually, it's the same in France when it comes to high gaming. So we believe that with our new setup, our new a new European dimension. It will be also our job to try to convince the different governments that there is no interest for anyone to have a black market developing when the regulation is too stringent. Of course, the regulation is here to protect the players to protect the market, and it works well when it's well done. It's a case, for example, for the sports betting in France or in Portugal or in some other places. It's a very strict regulation, but it's a regulation which works, and people are not going to bet on illegal websites too much.

On in Germany, it's not the case and especially on iGaming, and we believe that there can be some upside. We don't see today some evolution yet. But at the end of last year, the regulation authority was to take a decision about limits and the base on changing limits. And finally, we decided not to change anything. And on the other side to increase the maximum stake for iGaming. So we start to see that they take into account what is going on in the black market. And definitely, we believe that Germany is underpenetrated in terms of legal markets. And to get back in-gold markets in legality is really something that can be producing a lot of growth for Tipico moving forward.

On your third question, I think clearly, we are -- we have a new partner. We have a new setup. And in our discussion with Redbird, IMI, we have decided together but we will focus on the curve existing perimeter and that we will discuss about the independence when we have found our deal on the existing parameter. That's what we have done. And we have started the discussions with and with the founders of the inevident because they also have their work to say is the new content to see if we were to exercise this call or not. That's why we haven't made the decision yet. It's a question of the All3Media deal coming to use our bandwidth during the last months. And of course, now this topic is on the table, and we are discussing.

On the financials, as Sophie said, 2 things have lowered the cost for us of exciting the call. One is that if we exercise the call, we will share it's 50-50 with Redperso they will have to to buy half of our stake of the independent, and we would share the price of the coal. So it's, of course, a very important lowering of the need of cash to exercise the call. And the second thing is that compared to the projections we used during the Capital Markets Day, they haven't completed an important transaction that was planned to be completed in 2025. So even the price of the call is lower than they have achieved their targets in terms of organic EBITDA but we have not done one acquisition, which was having an impact on the cash cost. So in any case, the cash cost -- if we were to exercise the call for us would be small. And as Sophie was saying, with no impact on the level. But the decision is not made, and we will communicate it as soon as this,

Excuse me, David, any further questions from you.

It was very clear.

Now we're going to take the next question. The question comes from the line of Conor O'Shea from Kepler Cheuvreux.

Three questions from my side as well. Just to confirm on 2026 that Francois you expect the margins for both businesses to decrease I guess that's pro forma year-on-year. That's the first question. Second question, in terms of the synergies, the EUR 70 million OpEx typical and the EUR 50 million from All3. I guess just to confirm they are included in the 2029 fully included in the 20 EBITDA CAGR growth target of 10%?

And then third question, just in terms of the Live Events business. Can you update us on if there's any disruption to that business from the situation in the Middle East. I think that was a problem before. Is that potentially a problem in 2026 as well,

Thank you, Conor. Just I will answer to the question 3 and 1 and Sophie, question number two. On your -- I take first your question about the Middle East. Of course, as everyone, we monitor what is going on in the region very precisely. We are not really exposed massively to what is happening in the Middle East as we have no impact of energy price, et cetera. So we are -- that's the first -- I think the first comment to make is that our businesses are not really impacted by geopolitical or macroeconomic trends. And you're right, I would say the potential negative impact we could have is on the Banijay activity in the Middle East. For the moment, first, as we had been exposed before to that Bali has been diversifying their sources of revenue. So they are less dependent from this region.

And second, for the moment, we don't have too much visibility because only 2 events have been canceled, which are the Formula 1 races. And for the moment, some others have been postponed but we have no visibility. But in any case, this is not really material towards our 2026 guidance. And again, Balich has been diversifying seas of revenues. You see in 2026, it's Olympic games. It's a work up in the U.S. It will be also -- I was mentioning in Spain. So it's not -- the impact for us could exist but will be, in any case, really limited.

On your first question, in fact, our sports margin yes, in 2025, we had a very high level of margin on our production business. And what -- and it was the result of a mix of what has been delivered. So we had less revenues than what we could have expected, but with a good margin. And we said in 2026, the mix will be different. So the margin will be a little bit lower than last year but completely in line with our track record as revenues will be more dynamic, again, a question of business mix. Of course, on sports betting, the only negative impact on the margin that we are expecting is not the tax. So it's really mechanical -- in France, the increase in tax is going to lower our margin.

But other than that, there's no tension on the margin on sport.

And regarding the last question you have regarding the synergies on Banijay Gaming, confirm that the EUR 70 million of cost synergies expected in this business are included in the 2021 target.

And EUR 50 million for all 3 as well.

Yes. We expect to deliver this EUR 50 million of cost synergies in 1 year within a year.

[Operator Instructions] And we will take our next question. And the question comes from line of Raman Narula from Principal Asset Management.

I have a couple, please. Just wanted to clarify, I mean, in terms of reporting going forward, because obviously you have bonds outstanding on both the Banijay and the gaming perimeter specifically, do you plan to sort of report separately on the Betclic perimeter as well for bondholders or at least alongside Banijay Group results also published statements, quarterly and annual results for the gaming perimeter only?

Well, first on the gaming side, the bondholders and lenders. We are planning, of course, to have this quarterly call like we have usually at Banijay Group level. And of course, we will disclose some specific and financials on the gaming at Banijay Gaming in Livon. And once a year for the full year, we will have a call with the CEO and Chief of Banijay to explain the results and the business at panes game in Levo. Got it. So then the quarterly reporting will be similar to what you guys are doing now,

You'll sort of disclose some financials but there won't be like full restatement visibility until annual results. Is that right?

Right?

Okay. Got it. And the next one, just curious, I mean, 426, are you able to disclose any specific guidance on the gaming perimeter only, both in terms of top line and EBITDA?

Well, what we disclose is what we -- what Francois even during this presentation. And for '26, it's only at Banijay Group level, of course, due to this transformative acquisition, it's quite difficult to be precise guidance by business, but you can -- well, you have already the outlook for Banijay Gaming for the mid-term outlook, you have the specific guidance for the gaming.

Again, as I mentioned earlier, 2026 is a workup year, so it will be a good year for our gaming business. Again, we have this tax impact. Of course, so the EBITDA will be impacted. But on the revenues, we expect, of course, a strong year,

Understood. And just one more for me. On Austria in terms of sort of regulation. Is there any more color you can share with us in terms of like which way the government/regulator leaning towards? Or it's still early days to say.

Well, we don't have too much worried about All3. Of course, we are going through regulatory and antitrust authorities, but we don't expect any pushback. And we are -- we don't have so many geographies where we are overlapping. So we -- it follows its past, but we so far, we don't see any issue.

But No, no sorry, I think you misunderstood me. I was talking about potentially liberalizing the iGaming regime in Austria.

Sorry, Sorry, sorry. Yes, Asia, you may have seen that there are discussions in the government because to today, Austria iGaming is allowed, but it's a monopoly. So it's not that it's not allowed. It's a monopoly. And the government is discussing about opening up to competition rather than going through a new auction for a monopoly. And so the decision has not been made yet, but I think it's heading towards this direction. In France, it's a little bit different because the political situation has been quite unclear for the past years. So what I can tell you is that 1 of the previous governments recently in 2024, end of 2024, decided to open iGaming. It was Mr. Barnes government, and they started to work on that.

Finally, Mr. Barnes government was dismissed by the parliament, not because of that, but on the budget they presented. And this has not been tackled by his successors. But now it's something which is in the potential debate, and that's something we hope could be implemented. We believe that the situation of the public finance in France and also -- the fact that the black market is developing rapidly and with a lot of money going to tax events and with some people that are not so honest that could create an environment where it would make sense to open iGaming. So -- but at this stage, nothing is moving. That will -- at best, it will wait for the presidential election of 2027.

Understood. And just 1 more, if I may. In terms of like M&A on the gaming perimeter, I mean, are you looking to sort of diversify away from Sportsbook and increase your products capabilities in other areas just given sportsbook tends to be very calendar-driven and a bit more volatile? Or how are you guys thinking about your pipeline?

No. We are, by DNA, first sportsbook Konin as I mentioned, the combination with Tipico is not changing that. And actually, we're quite happy about it because it's a culture. It's more entertainment, and we believe that to start with, it's a good base because the demand for sports is growing the interest for sport is important, and we believe it's a good anchor to our business. And then we try to develop cross-selling with some success. So we have nothing against developing more iGaming or poker or other games. But we feel comfortable with our sports gaming activity, which is which is growing. And we believe that the opening up of iGaming in the geographies where we are active in sportsbook is the best upside for our business to state it differently, I don't think we would be ready to operate iGaming in countries where we are not operating sports book.

Now we're going to take our next question. And the question comes from the line of David Amarin from Barenberg.

Sorry, just a quick follow-up for me. I understand that improving stock ability is a priority for you for Sophie, but how should we think about the time line of a potential liquidity eventshould we expect something in the coming weeks, months or only next year, if you provide any kind of color on that, please?

Thank you, David. Now sure, of course, this priority has not changed. And of course, this update is required before we can do anything because we are giving visibility to the investors, to the market on our financial trajectory with our 2 large acquisitions. As you know, you have -- it will depend on the market, of course. And you never know what happened in the market 2 months ago, we would not have thought that there would be what is happening in iron. So -- but we don't have reasons to wait into next year if we can do it this year. And we don't have to wait a month is if we can do it in weeks. It's just a question of market situation, and it's clearly on top of our mind.

Now we're going to take next question. And the question comes line of Raman Narula from Principal Asset Management.

Another quick follow-up for me. Just curious on the gaming side, I mean it's quite a topic is in the U.S., but I don't know how much it's impacting you guys in Europe. Has there been any -- have you seen any impact on the business in terms of production markets? I mean in the U.S., production markets are seeing as a way to sort of circumvent where sports betting is out low and essentially play sports bets. Are you guys seeing any uptake of that in Europe? And what has been the regulatory discussion so far in the geographies, which you operate in?

No, yes. Of course, production markets, we follow that closely what is happening in the U.S. It's a big topic in the U.S. for our industry. But there's nothing like that in Europe. We are operating in Continental Europe. In all our geographies, what you can bet on is very, very strict -- and you cannot bet on many things. You cannot bet on politics, you can nonmetro weather, you can not better than anything. Even when it comes to football, in the countries where we are operating, you cannot bet on who is going to have the next flow in or who is going to have a car. It's very strict, and the regulation is restricting on purpose the offer of what you can bet on. So we don't believe that there is some room in Continental Europe for the development of prediction marketswhich is complete the regulation of betting Understood.

But so far, in terms of player like active users are not any leakage to you can see -- you have seen our figure. We have very good figures in 2025. now we give you a guidance of growing 10% per year in the next 4 years. So no, we don't see anything like that. Our focus is what I mentioned earlier. It's more the question of iGaming, which is not regulated in where it's not regulated. This is very significant. The black market in the countries where the regulation is not enough, but production markets now.

Thank you. Yes, speakers, I have no further questions on audio lines, and I would like to hand over to the management team for any written questions.

Okay. So we have several questions online about All3Media and Banijay entertainment. So the first one, regarding the old media transaction, how much of the EUR 1.2 billion free cash flow you anticipate reinvesting immediately into your content production distribution business business and what are the priorities for investments in Banijay Entertainment,

No. again, I think all 3 media transaction is a very significant one. And I hope you got what I tried to convey to you, which is that All3Media and Tipico are not just acquisitions, it's really opportunities to speed up the transformation of our businesses and especially the case on the content production business. So we don't have set targets of level of acquisitions in the content production business. We believe we have a lot to do with the synergies with All3Media costs, commercial, et cetera. Of course, we will look at opportunities, definitely. Of course, we will also look at the call on the independence. We don't have a dedicated and envelope on content production but we also now have a strong partner with -- so if the right opportunity comes, both of us can combine to seize it.

But again, there's no budget. And of course, in the cash flow, that's a cash flow -- yearly cash flow. There will be the increase in dividends, et cetera. It's not all for M&A, of course.

Questions about All3 Media debt. Are you about the potential refinancing of this debt?

As you mentioned, we secured a bridge debt to refinance this part. So for the closing, we will be fully secured on this. And then we are currently looking at all the options to refinance this debt but it's not yet definitely defined. And we will, of course, sharply revert to you as soon as possible. Regarding the full financing of Banijay Entertainment. As you know, there are some maturity in 2028. And we need to think about this refinancing globally speaking, with All3Media refinancing, that's right for now, it's not completely defined and revert.

And there was 1 question on liquidity but we answered it already. So I think if there is no further questions, we can conclude.

Sure. Thank you, Louise. Maybe a quick forward for concluding remarks, and I want to really insist on the 2 following points. One, we are now in a unique position to deliver value creation and cash flow. Two, we are sharing it with shareholders as detailed by Sophie with a clear return policy.

Thank you, and IR team is available for any follow-up.

This concludes today's conference call. Thank you for participating. You may now all disconnect. Have a nice day.

Good day, and thank you for standing by. Welcome to the Banijay Group Full Year 2025 Results Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to [indiscernible]. Madam, please go ahead.

Thank you. Good evening, and welcome to Banijay Group's 2025 Full Year Results Webcast. This is [indiscernible]. I recently joined as Head of Investor Relations. Before we start, let me draw your attention to the disclaimer on Slide 2. I also want to remind you that this presentation is now available on the company's website, and a recording of this call will be accessible in the coming days.

Your speakers today are Francois Riahi, our CEO; and Sophie Kurinckx-Leclerc, our CFO. First, Francois will present our key financial and business highlights for the full year. Sophie will then cover the results in more detail before Francois provides some concluding remarks. We will then open the call for questions. Over to you, Francois.

Thank you, Louise. Good evening, everyone, and thank you for joining us again this week. I hope you're not fed up with Banijay Group. We are pleased to present strong full year 2025 results. In a challenging market environment, Banijay Entertainment demonstrated a resilient performance with strong growth of Banijay Live as we continue to scale our IP through immersive experiences and produce major sports ceremonies across the world.

Adjusted EBITDA increased by around 6% for this division with a strong margin improvement. Banijay Gaming delivered a double-digit revenue growth with strong momentum across all products. This was driven by 23% growth in unique active players and effective cross-selling. This is particularly impressive when you consider the high comparison base with 2024, which included both Euro 2024 and the Olympic Games. It also delivered a double-digit adjusted EBITDA growth despite French tax increase. This performance clearly demonstrates the strength and effectiveness of our diversification strategy.

Adjusted EBITDA increased by 8.6%, reaching the upper range of our guidance with 100 basis point margin improvement, reflecting continued cost control and operational efficiency. Before turning to the detailed review of our 2025 financial performance, let me briefly comment on our recent strategic developments. We have been very active. I'm sure you will agree on that, in consolidating our markets, fully aligned with the ambitions set out at our Capital Markets Day in May 2025.

Following the announcement in October 2025 of the acquisition of a majority stake in Tipico Group, reinforcing our leadership in sports betting and online gaming, we announced on Tuesday a strategic partnership with RedBird IMI, to combine Banijay Entertainment and All3Media to create a global media and entertainment powerhouse.

This combination will give us enhanced scale, deeper IP ownership and greater exposure to structural growth drivers, reinforcing our long-term positioning. Zooming in on our 2025 results at constant currency and current scope of operations, we delivered a revenue growth of 3.4%. This translated into 8.6% adjusted EBITDA growth, reaching EUR 961 million and 6.3% growth of the adjusted net income, which is at current FX, unlike the 2 other metrics.

Adjusted free cash flow generation stood at EUR 780 million, resulting in a high level of cash conversion at 81%, again, in line with guidance. Adjusted operating free cash flow reached EUR 584 million with a conversion rate of 65%, excluding one-off effects. Our leverage improved to 2.7x, a 0.2x reduction compared to the end of 2024.

Finally, we are proposing a dividend of EUR 0.35 per share, representing a 33% payout ratio as per our guidance. Let's move to business highlights now, starting with our content production and distribution business. Once again, 2025 showcased the unmatched scale of our content production and distribution leadership. At the end of 2025, our catalog grew to more than 220,000 hours of content. We had 30 formats traveling across 3 of our more geographies. And we launched over 350 new shows during the year, 350. This includes 80 titles with global streaming platforms such as Netflix, Apple TV+ and Paramount+, which is unmatched in the industry.

Revenue from streamers now represent 23% of our production and distribution revenue. From a scripted perspective, we doubled our production revenue in English language content with streaming platforms, and that's just the beginning, if you think of the All3Media. House of Guinness on Netflix was a major success with over 61 million viewers. The Buccaneers was a top 10 hit in multiple territories and has been re-missioned for a third season.

And NCIS: Sydney Season 3 on Paramount+ reached 4.7 million viewers with the fourth season ordered. On the unscripted side, our focus is scaling formats through local adaptations. LOL on Amazon launched in the Nordics, the U.S., France, Italy and also the U.K., where it was the #1 unscripted new launch across all platforms. The local adaptation of Temptation Island was launched on Netflix for the first time. I think if we had been said 5 years ago that Temptation Island would be on Netflix, I think we would not have believed that.

And it was grown the best-performing nonscripted program globally on the platform with Season 2 commissioned for 2026. The Fifty, Shaolin Heroes, and The Summit continue their international expansion with 6 versions commissioned to date for each format, which show our capability to roll out formats globally.

Moving to live experiences now, which has performed exceptionally well this year. In 2025, we more than doubled the number of events produced, reaching over 3,000 sorry, representing an average of 8 events produced per day, including the independent shows. Balich Wonder Studio delivered major international sports ceremonies throughout 2025, including the opening and closing ceremonies of the FIFA World Cup of Clubs, the African Cup of Nation and the UEFA Women's Euro as well as the UEFA Champions League final kickoff show, which was very important because Paris Saint-Germain won, demonstrating our ability to execute large-scale globally broadcast productions across continent.

Most recently, many of you have watched the opening ceremony of the Milano Cortina Winter Olympic Games, which we proudly produced. The ceremony was seen by 2.5 billion people around the world, and it was widely praised globally. And according to IOC data, was regarded by a strong majority of viewers, I think, by 70% of viewers as the most memorable winter opening ceremony ever, a clear illustration of the creative ambition and execution capabilities of our live business.

And of course, this type of event is the best demonstration of capability for the future events. On the immersive experiences side, LOTCHI, which we acquired in early 2025, has been a remarkable success story. In just 1 year, we have launched 16 new shows opened in 4 new countries in partnership with Banijay Entertainment's local labels, which tripled the number of tickets sold to approximately 1 million and we are now producing around 4 shows per day on average.

We are excited by the potential of our live business, and we will continue to seek out opportunities to rapidly scale IP in this way, leveraging our global production footprint and tomorrow, All3Media as well. Moving now to Banijay Gaming, which continues to drive outstanding profitable growth. As I say every quarter, unique active players is the most important KPI for the commercial performance of the platform as the margin can be volatile with the results.

And this grew 23% year-on-year to 2.3 million. This is particularly impressive given the absence of major global sports events in 2025, such as the World Cup or the Euro. This sustained growth was enabled by our relentless focus on our tech platform and user experience. Betclic is the #1 downloaded sports betting app in all its markets, enhanced with the recent major cloud-based upgrade and new features such as AI-powered recommendations, and we are preparing a new release for the World Cup.

Our multiproduct strategy continues to deliver strong results with cross-selling between sportsbook and other activities, namely casino and poker, reaching 35%, which is remarkable. In online casino, we launched 280 new casino titles, 20% of which were original or exclusive games and successfully fully entered Ivory Coast in early 2025. Our new proprietary poker platform launched at the end of 2024 has also performed strongly, driving player growth, engagement and monetization.

These multiproduct capabilities, combined with our strong technological foundations become even more strategic in the context of the Tipico acquisition with clear synergy opportunities already identified. It's also true for potential regulatory upside.

That's all from me for now. I'll be back at the end with some closing remarks before we open the line for questions. But over to you, Sophie.

Thank you, Francois. Let's start with group revenue for the full year, where we delivered 3.4% growth at constant exchange rates and current scope to reach almost EUR 4.9 billion. As Francois mentioned earlier and as already highlighted during our 9 months results, 2025 was a challenging year for the global content production and distribution industry. On the gaming side, we delivered double-digit growth despite a high comparison basis in 2024.

Group adjusted EBITDA increased by 8.6% to EUR 961 million at constant exchange rates and current perimeter, reaching the upper end of the guidance range. This strong performance also translated into 1 percentage point expansion of the adjusted EBITDA margin, reaching 19.7%. This was driven by the increased contribution from Banijay Gaming, which has a higher margin, combined with efficient cost control in both businesses.

Moving next to our P&L. The operating profit increase of more than 25% was driven by the strong adjusted EBITDA growth and the significant decline in LTIP expense as anticipated. The improvement in the financial result reflects the successful repricing and refinancing of our debt at better conditions as well as the fair value changes in financial instruments, including hedging, put options and earn-out debt together with foreign exchange loss and gains.

Income tax expense increased in line with activity growth, while our effective tax rate improved meaningfully to 35% compared to around 42% last year. Overall, adjusted net income rose by more than 6% in line with adjusted EBITDA growth. Let's move to results by business, starting with content production, distribution and live experience.

Revenues were resilient, up 0.4% at constant exchange rates and current perimeter. Looking at revenue by activity. Content production was down slightly, reflecting broader softness in the market and cautious commissioning from broadcasters. Distribution revenue decline of 5.4% reflects the condition in the production market and a different mix between streaming platforms and linear broadcasters in the sale of scripted hits.

The standout performer was live experience and other, which grew 20.3%, driven by the successful rollout of LOTCHI's LUMINISCENCE experience across France and internationally and the strong performance of Balich Wonder Studio with the delivery of major sports ceremonies. Looking at earnings and cash flow now for the business lines. Adjusted EBITDA was up 5.7% at constant exchange rates and current perimeter, with margin improving 80 basis points to 16.6%.

This improvement reflects a favorable mix in production margins, particularly on some major scripted shows and cost control on production budgets. Higher CapEx reflects increased third-party distribution advance at Banijay rights, investment in LOTCHI and continued investment in digitalization. Adjusted free cash flow conversion stood at a solid 72%. The improvement in working capital reflects timing effects on long-term distribution contracts and different phasing between show delivery and cash collection.

Income tax paid was higher, mainly reflecting payments to the tax consolidation group with no impact at group level. Adjusted operating free cash flow increased by almost 2%, reaching more than EUR 309 million. Sports betting and gaming next, where we saw strong revenue growth of 10.2% at constant exchange rates and current perimeter, reaching EUR 1.6 billion of revenue. Sportsbook revenue were up 6.8%, supported by 23% growth in unique active players and sustained player interest during major competitions, such as the new format of the Champions League.

This is a remarkable outcome given the high comparison basis with 2024 as well as the impact of adverse sports results in September 2025 that did not fully reverse by year-end as we communicated at our 9-month results. Casino, Poker and Turf revenues were up 22%, also an outstanding performance. This reflects effective cross-selling between products, the successful launch of online casino in Cote dIvoire in early 2025 and the strong performance of our proprietary online poker platform in France.

Looking at earnings now. Banijay Gaming continues to deliver solid profitability and generate strong free cash flow. Adjusted EBITDA was up 12.6% at constant exchange rates and current perimeter. The adjusted EBITDA margin improved to 26.7%, driven by continued cost discipline, including lower marketing costs. This was partially offset by higher betting tax in France, which came into effect in July 2025. Adjusted free cash flow conversion remains extremely high at 93%. Adjusted operating free cash flow was temporarily impacted by one-off items as highlighted at our 9 months results.

These include one-offs related to the exceptional 2024 performance with cash outflows occurring in 2025, notably performance-related payouts and an exceptional EUR 27 million income tax catch-up linked to strong 2024 results. Excluding these one-offs, adjusted operating free cash flow was up 10.8%, which is more reflective of the underlying performance of the business.

From a cash flow perspective, group adjusted free cash flow reached EUR 780 million, resulting in a cash conversion rate after CapEx and lease payments of 81%, fully in line with our full year guidance. Adjusted operating free cash flow was EUR 584 million with a conversion rate of 65%, excluding one-off effects mentioned earlier. The group's net debt stands at EUR 2.57 billion, representing a leverage of 2.7x, an improvement of 0.2x compared to the end of 2024. We continue to have a very strong liquidity position with a positive cash balance of EUR 494 million and EUR 280 million of undrawn secured credit lines. That's all from me.

I will now hand back to Francois for some concluding remarks.

Thank you, Sophie. So as you can see, 2025 was another year of strong results. I think the most important one I would like to underline is adjusted EBITDA up 8.6%, and this is a strong performance against a high comparison basis in 2024 and in a quiet year -- in a year with a quieter sports calendar and an environment for production and distribution, which was tough in 2025.

Just a few months after our 2025 Capital Markets Day, we translated our strategy into action with 2 transformative transactions across our 2 core businesses. So I think 2025 was a great year for us strategically, financially, operationally. In 2026, we expect a robust growth across all our businesses. On content production and distribution, we anticipate more growth on revenues and probably a slightly lower margin rate due to a different revenue mix.

As Sophie mentioned earlier, I think the revenue mix this year was a little bit special. On Live, we also expect a very good growth continuing. On Banijay Gaming, it will be a very strong year and a very active year because of the sports events and especially including the football World Cup in the summer with more teams than ever.

It will be key to attract and retain new clients as we usually do, both in Betclic and Tipico every 2 years. So very strong growth of revenues to expect in our gaming business. And as a reminder also to take into account, in 2026, we will also see the full impact of the French tax because the French tax was implemented in July of last year. We look forward to updating you on our strategic road map on March 26, including our refreshed midterm guidance, reflecting our 2 major developments.

Before that, let me share a high-level view of what Banijay Group will look like post transactions. With the acquisition of Tipico, we significantly expand the scale of our gaming activities, reinforcing our leadership in sports betting and online gaming and increasing our exposure to structurally growing cash-generative activities.

In parallel, the acquisition of All3Media and the strategic partnership with RedBird IMI creates a scaled global content leader with enhanced IP ownership, greater international reach and a strengthened competitive position in a consolidating market. This represents a step change in the scale, diversification and earnings profile of Banijay Group. On a combined basis, the group would have approximately EUR 7.4 billion of revenues and EUR 1.6 billion of adjusted EBITDA in 2025 as well as strong free cash flow generation. And we also mentioned yesterday, a leverage ratio at the end of 2026 around 3x.

As mentioned a few minutes ago before we take your questions, I hope you can join us for our upcoming strategic update on March '26, where we will provide an update on our strategy and midterm outlook, reflecting these 2 major operations. I look forward to sharing more with you then. That's all from me. Thank you for your attention, and back to you, Louise.

Thank you, Francois. It's now time for questions. So please state your name and company. Thank you.

[Operator Instructions] We will take our first question and the question comes from the line of David [indiscernible] from Berenberg.

Can you hear me?

Yes, David.

Yes. Just a couple of questions for me. First, during Q3, you mentioned the phasing of some project that was expected to reverse in Q4. This does not seem to have happened. Could you please provide more information on this and explain why it didn't go as expected?

Secondly, as you mentioned during the presentation, Football World Cup will start in June 2026. I know that you are not giving specific guidance for 2026 today, but is it reasonable to expect Betclic to deliver a strong performance similar to the 2024 when the results were boosted by the European Football Championship. And finally, I would like to come back to yesterday announcement about All3Media. You will continue to fully consolidate the new entity and new accounts, which I assume means you will keep managerial control. Who will have the final say on major operational decision or any future M&A decisions?

Thank you. I will take your 2 last questions. Maybe I'll leave the first to Sophie, but I'll start with your last question. Yes, we have governance rights that allow us to consolidate and then to control the company. But of course, it's a 50-50 partnership, which means that when it comes to a significant M&A, if we were to do a large M&A deal, of course, we would need to agree with our partners at the sense of being partners.

Of course, then -- but as you can see, it's really -- we keep, as you say, the operational drive and also the fact that Marco Bassetti is going to be the CEO of the combined entity. I think it gives the sense of the fact of how it will happen. On your second question about World Cup, yes, that's -- in this business, every 2 years, you have a big event. World Cup is even bigger than Euro, where people are getting more interested in watching the games, in betting and there's -- it becomes the actuality of everyone to speak about the World Cup, et cetera. So that's a very strong moment for engagement and increasing the revenues.

And there's no reason why 2026 should be different from the, I would say, the even years that we have, and it will be true also for typical, which will also have a boost. But that's why we announced previously that we were not going to start the integration of Betclic and Tipico before the World Cup. We -- today, our teams in Betclic, and I'm sure it's the same at Tipico, they are completely focused to prepare this event because it means to prepare new features in the application and to have everything ready to make the most of this event. Maybe, Sophie, on the first question.

Yes. So yes, we mentioned the phasing in terms of commissioning and delivery of the shows during the Q3. And that's also why we said that we would be on the low digit -- low single digit in terms of revenue growth. During the Q4, as I mentioned during the presentation, the clients were still cautious in terms of commissioning, but we achieved this -- well, we finally grew by 0.4% our revenue, which is in this tough market, a good performance. And also, we are very confident in 2026 because we expect, as mentioned earlier by Francois, an increase in the growth of our revenue. So we are more positive, and we will see a higher growth of this revenue in 2026.

We will take our next question. And the question comes from the line of Annick Maas from Bernstein.

So my question is also on the midterm expectations of the content growth market. I think -- I mean, you just told us that you expect them to -- these revenues to grow in 2026. But I guess if you think about it midterm, previously, you talked about mid-single-digit growth, and that was in light of streamers already optimizing their spend. But what comes, I feel more and more clear, at least across all of the European broadcasters is that programming costs are much more contained, not only going into '26, but all the broadcasters speak about programming costs being contained also midterm. So I was just kind of interested to understand how you are thinking about the content growth market beyond '26.

I have a good news, Annick. You just have 3 weeks to wait for that because we -- that's exactly what we are going to talk about in our strategic update. So we will have an updated view on what we see for the next year. Of course, it will include our acquisitions, but it's not just a mechanical inclusion of our acquisitions. We will give you our best view on the future on the occasion of this update on March '26.

Your next question comes from the line of [indiscernible].

My first question was just on the Entertainment segment. You initially guided for EBITDA to be slightly declining in Q4, but it's turned out to be flat due to some margin expansion. Can you just explain how you're able to achieve this margin expansion in Q4?

I don't remember that we said anything about the margin in Q4. The margin is not -- it's a wild animal in a way because it's not the same margin depending on the type of programs you have. As Sophie was mentioning, for example, I think a good example here is the fact that when you deliver some scripted show, big scripted show as a streamer, there's a better margin in production, but also you lose some revenues on distribution. So it's -- the margin can be a little bit moving.

And -- but if you look at our track record, I would say it's moving by 1% or 1.5%. But all in all, in average, it has remained very consistent. Here, this year, we believe the margin is a little bit higher than, I would say, the normal, but it's linked to the type of products we have delivered to the market. But there's nothing special about our margin in Q4...

Got it. That's very helpful. And then the last question for me was, do you see any kind of disruption from the conflict in the Middle East, particularly thinking particularly towards your Entertainment segment and more so your live events segment. Just thinking if you have any kind of major events in the pipeline in the Middle East, which could potentially be affected with the current conflict.

Yes. So of course, we are following and monitoring the situation closely. And in fact, currently, in the Middle East, as you know, it's time for Ramadan. So we had no events planned at this time of the year. It's not a busy time of the year. So for the moment, we don't have really an impact on our business. But then, of course, it will depend how long it will last. 2026, our live events business has a lot of strong production already planned. Of course, I was talking about the Olympic Games in Milan, which is already done. We also have the ceremony of the World Cup in Americas during the summer. So we -- if the war lasts long, which, of course, none of us hope, it can have an impact on our live business. But today, it's too early to say. We'll update accordingly.

And are you able to guide just roughly what percentage of revenue for the entertainment business, what percentage comes from the Middle East as a region?

It's -- no, it's -- we have a very little exposure to Middle East, in fact. That's only our ceremonies business is really -- has a significant exposure in the Middle East. For the rest of -- which is relatively smaller in the wall of our content production business. The rest of our content production business is very limited in the Middle East.

We will take our next question, and the question comes from the line of Anna Patrice from Berenberg.

Can you hear me?

Very well, Anna.

A couple of questions from my side. One is a follow-up on the growth in their entertainment business. So as my colleague said, there was previously guidance of mid- to high single-digit growth. Obviously, there were some delays, et cetera, expectation is challenging. What is your visibility for 2026?

So you said that there should be some improvement and probably some growth, but what is the visibility? And what kind of growth should we expect on the underlying basis, so without acquisition in this segment? That's the first question. And the second question on the long-term incentive plan on the P&L line, the charges were lower than last year. So what should we expect going forward?

Sorry, on the last question, we didn't understand...

Long-term incentive plan. The charges were lower year-over-year. So what we should expect for this year on the cash flow and on the P&L base?

So as we explained on the LTIP expense, -- we expected this decrease, and we expect it to be also the case in the following years because this is a question of vesting period of the different LTIP plans. So we always mentioned a percentage of LTIP expense from 6% to 10% of the EBITDA. And this is -- it was on an average basis as it was low -- higher, sorry, than 10% in the past year. This is why now we are decreasing to have this average rate over 8 years. So we expect to have the same kind of percentage of EBITDA in the future. The first question is the visibility for -- well, if I understood well, the first question was the visibility for 2026 in terms of growth of content production business, right?

Yes, exactly. Yes.

So as we mentioned to you, we expect growth to be driven by increasing demand for nonscripted formats from mainly global streaming platforms as well as a solid pipeline of scripted deliveries. We expect margin to be somewhat lower than in 2025 because we had high-margin scripted shows delivered in 2025. And at the same time, we anticipate to have the same strong dynamic on the live events part in 2026.

Sorry. But on the content, we don't expect on the content and distribution, we don't expect acceleration growth acceleration.

We don't expect what, sorry?

Growth...

Acceleration. No. Well, we expect growth, but I don't know what you mean by that.

Flattish low single digit for the content.

We don't give this guidance, then we will explain in a...

But during our update on -- again, on March '26, you will have our best view on the market and how it evolves, et cetera, on the next year in 2026. We have a good visibility. That's why we can say that the growth will be good. But we don't want to give an update on 2026 given all the transactions we have.

There seems to be no further questions from the audio. If you wish to proceed with the webcast questions.

Yes. Thank you. So there are several questions about the liquidity of the stock and what are the projects on that.

Of course, it's our top priority as unfortunately, the stock cannot yet reflect the value of the company given the low level of trading. So we are working on it and the strategic update on March '26 is the first step we have to take to update the financials. So we'll update more when we can, but we are clearly working on it.

Then maybe another question about -- so can you please comment what are your plans about the existing independence call option? Should we assume the exercise is out of the picture of the 2 large corporate transactions in the last couple of months?

Yes. No, I think we -- the question to exercise the call on the independent will be linked only to what -- how we see the merits of exercising this call. Of course, the combination with All3Media and the fact that we have a strong partner with RedBird IMI, of course, they are the new partner. So they have also to agree on that, even if we can exercise their agreement.

But I think the sense of the partnership is that we want also to discuss that with them. So there's no mechanics. It's not because we have done these transactions or because that we are not going to exercise and it's not because we are going to get some cash from the all 3 deal that we are going to exercise. So it's just we are discussing with the founders. We are considering the call exercise, and we have still time to make our decision, and we'll make our decision based on what we think is the best interest of the company in terms of operations and financials.

One question on AI. What is -- what could be the impact of AI on the content and production of studios?

So I think, of course, AI is a major innovation and a major element in many industries. So far, what we see, we are already using AI to optimize our production costs, to improve our efficiency. This is a work in progress like in many industries, but it's progressing well. On the second element, I would say, is we see a very potential positive impact of AI on our capacity to monetize our catalog. Clearly, we want to be in a situation to use AI to create automatically clipping desktops, highlights, et cetera, with just a prompt.

And we have an immense catalog, which is today underexploited. It's a gold mine that we just used the surface. And AI is going to help us to monetize that far better. And of course, we are investing in that, and we are working on that. And with All3Media joining us, it will add catalog and capabilities. Then I think the longer-term view, I think AI is lowering the cost of making videos of making -- especially on the scripted side. So what we believe is that in this context, it enhances and it increase the importance of IP. IP is a very crucial element moving forward.

So we have a lot of IP. We get -- we are going to get more IP with All3Media. And we believe that's a very strong asset to have in AI-powered world. So of course, nobody knows exactly what will happen in 5 years, et cetera, how it will develop, but we believe we are very well positioned for that. And if I just add -- sorry, just one more word. I think the deal with the Warner deal shows the value of IP. I think what has really driven to this fight between Netflix and Paramount is the quality and the breadth of IP of Warner. So I think it gives an idea of how the IP is becoming more and more valuable and important.

Can we have your view on margin evolution expected in '26 in gaming business given strong sports events, but tax impact in France...

Yes. I think the tax impact will have -- will weigh on our margin. What you can see is that in 2025, we have been able to manage that. Also, you have to balance with the marketing savings. So we will try as much as possible to maintain our margin despite this increase. But yes, mechanically, the impact is negative on our margin.

However, we anticipate continued momentum across -- well, across our Sportsbook and thanks to the larger sports season in 2026. So that's also why we anticipate to increase our payer basis and then to offset this impact.

We will take our next question on the audio. Your question comes from the line of David [indiscernible] from Berenberg.

Can you hear me?

Yes. We can hear you.

Sorry, I was muted. Just 2 quick follow-up questions for me. What was the marketing expenses as a percentage of sales in 2025 for the gaming side? And do you feel comfortable with the current Bloomberg consensus that forecast organic double-digit growth on the gaming side and mid-single-digit organic sales growth on the entertainment side in the next 2 to 3 years?

No, we don't want to do our strategic update now, David. So we are not going to answer to the second question. And actually, I think we are never going to comment on the consensus. Sophie, maybe on the first question.

So regarding the marketing expense, we are between 6% and 8% of the revenue, globally speaking without the points.

Maybe just one word about that. In France, the increase in taxes included an increase on tax on advertisement. So that has led also to a reduction of the advertisement in France.

There are no further questions. I would like to hand back for closing remarks.

So I don't have really closing remarks, except that we expect you will be there on the strategic update on March '26, but with so many questions on the -- what will be the growth coming going forward, I'm sure you will be there and we'll be very happy to update. So thank you for attending, and see you very soon.

This concludes today's conference call. Thank you for participating. You may now disconnect.

Good day, and thank you for standing by. Welcome to the Banijay Group call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to Marion Heudes, Investor Relations. Madam, please go ahead.

Okay. So no, Marion doesn't want to say anything. So I'll start. Good morning, everyone, and thank you for joining us today. This is Francois Riahi, CEO of Banijay Group. We are proud to share today another exciting development for Banijay Group following our acquisition of Tipico, which we announced just a few months ago. Banijay Group and RedBird IMI have entered into a strategic partnership to combine Banijay Entertainment and Banijay Live with All3Media to create a global media and entertainment powerhouse.

I'm here with Sophie Kurinckx-Leclerc, our CFO, and together, we'll walk you through the key aspects of this transformative deal and then, of course, address any questions you may have. As we presented at our Capital Markets Day a few months ago, Banijay Group is one of the very few natural consolidators in the entertainment industry. We have consistently demonstrated our ability to seize strategic opportunities and create value, most recently with the operation with Tipico. Banijay Group already enjoys leading position across all our activities. Banijay Entertainment is the world's largest independent content producer and distributor. Banijay Live is a leading producer of ceremonies and immersive live events and Banijay Gaming with the Tipico acquisition we announced in October 2025 is the largest sports betting platform in Continental Europe.

The All3Media transaction represents another decisive step for the group. In a fast consolidating market, scale really matters. And with the rise of AI, ownership and control of premium IP is more strategic than ever. This transaction significantly strengthened our IP portfolio, enhances our ability to monetize our brands globally and combines complementary capabilities that will unlock new growth opportunities. In fact, this transaction kills 3 birds with a stone -- with one stone. First, it's a deal of size, scale, penetration, enlarging our English-speaking capabilities and which is very important. Two, we are partnering with a very strong partner to continue the consolidation of the industry. And three, we get some cash, which will allow us to have the financial capabilities to continue this consolidation. But if you look at the industrial rationale of the deal, it's more scale, more IP, more growth.

We also see the opportunity to capture cost synergies of approximately EUR 50 million on a run rate basis within 12 months post closing. Today, I will take you through an overview of the transaction, introduce the All3Media business and explain the strategic rationale behind this bold move. Then Sophie will take you through the combined financials for this transaction. I will be back for some closing remarks before we open for questions.

In addition to bringing All3Media sorry, sorry -- so let's go to the structure of the deal. We are combining Banijay Entertainment, including Banijay Live with All3Media into a unified partnership. Banijay Group and RedBird IMI will each hold 50% of the combined business, which will be called Banijay and be fully consolidated by Banijay Group. The combined entity will benefit from strong leadership with Jeff Zucker as Chairman, Marco Bassetti as CEO; and Jane Turton as Deputy CEO. I will come back later on this incredible set of talents.

RedBird IMI will fully roll over its investment in All3Media into the combined entity. All in all, this joint ownership will ensure strong alignment on value creation and long-term governance, a true partnership built for sustainable growth. It is very important to understand that the reason why we are teaming up with RedBird IMI is because we share the same vision of the industry. That's why they and us, we have decided to combine our assets and to unite our strength to make it happen altogether. In addition to bringing All3Media, the RedBird is going to buy shares in Banijay -- to Banijay Group to reach the 50-50 ownership.

And Banijay Group will receive an upfront cash payment of around EUR 800 million, of which EUR 625 million from the purchase of shares by RedBird IMI and a pre-closing dividend of EUR 171 million paid by Banijay Entertainment to Banijay Group. After the transaction closes, Banijay Group's leverage is expected to be around 3x on a pro forma basis at the end of 2026. This means the transaction brings us back roughly to where we were before the acquisition of Tipico. This partnership with RedBird IMI, a JV combining a very knowledgeable U.S. investment firm, which is part of the Paramount Warner deal, for example, specialized in entertainment and a powerful UAE investment vehicle in media is crucial in giving us the capacity to continue to lead the consolidation of the industry. Of course, the proposed transaction is subject to standard regulatory approval and is expected to close by the fall of 2026.

So let's have a look at All3Media. All3Media is a great company that we have been aiming for several years, given its quality and also complementarity with Banijay Entertainment. It's a leading independent production and distribution company with around 2,000 employees, generating more than EUR 1 billion in revenues and over EUR 160 million of adjusted EBITDA following Banijay's standards. Around the 2/3 of its revenues come from production activities with creative units in the U.K. massively, the U.S. also very important, Germany, the Netherlands, Belgium and New Zealand. It also has a strong track record of rights retention, built on a balanced slate of long-running franchises, new launches, one-offs and mini series sold to both global streamers and linear broadcasters.

In fact, exactly as for the Tipico Betclic transaction, All3Media has a very similar DNA as Banijay Entertainment. It's a diversified business well suited to the brand global content landscape. Non-scripted represents 62% of production and distribution revenues. More than 20% of production and distribution revenues come from streamers. Almost 80% of production revenues come from English language content, which is, of course, a very important element because, in fact, English-speaking content in our industry is global content. 1/3 of All3Media's revenues is generated by distribution and digital business, including Little Dot Studios, which I will come back to it, a multi-platform digital powerhouse and creator engine.

Let's take a closer look at the strategic rationale. The rationale for this deal is clear. It's -- of course, it will generate cost synergies, and that's a very important element, but it will unlock growth opportunities, and I will detail these 2 elements. On the growth side, first, the combined group delivers unmatched operating scale, over 170 creative labels across 25 countries, distribution in 250 territories and the deepest IP library in the industry with 20,000 hours produced annually and 260,000-plus hours of [indiscernible] of contents. This scale, which is crucial in our industry today, is anchored in strong IP ownership, which is even more crucial, providing a unique reservoir of premium rights controlled content with long-term monetization potential.

With production capabilities across 25 territories and a global distribution platform led by Banijay Rights recently recognized as Distributor of the Year, once again, we operate a fully integrated growth engine. We can systematically originate, circulate and relaunch formats across our footprint, maximizing life cycle value and increasing franchise step. If you want an example of how this scale works and especially in the context of this deal, flagship formats such as the traders, which is an All3Media format can move with time from being produced today in 6 territories by All3Media to potentially leveraging our full 25 territory production network once combined, significantly expanding global rollouts, recurring revenues and right value. This combination of IP, production scale and distribution power positions the group to fully exploit its catalog, accelerate franchise expansion and drive structurally higher monetization over time.

The second element, which comes with scale is the positioning with global streaming platform. As you know, it's one of our strategic direction to increase our penetration within platforms even if we are already the largest provider of platform. This will be strengthened by the transaction because of the highly complementary quality of the assets. Banijay Entertainment scale and established position with global streaming platforms will be combined with All3Media's premium English language catalog. So following completion, Banijay will not only be the #1 provider to global streaming platforms, which is already is, but also is the largest English-speaking production studios outside the U.S. This materially enhances our ability to generate global hits and secure multi-territory commissions.

Beyond strengthening our positioning with global streaming platform, this partnership materially accelerates our expansion into high-growth digital creator and live ecosystems. All3Media has interesting capabilities in the digital space with Little Dot Studios that will be able -- available to leverage on the combined library and distribution. Today, Little Dot Studios works with All3Media's catalog, also external catalog, but we will bring Banijay Entertainment catalog, which is very, very large.

On the live is the other way around. Banijay is ahead of All3Media with our live capabilities, and we will be able to leverage on All3Media catalog and IP. So first, if I say a few words about Little Dot Studio. Little Dot Studio is a prominent digital player with 11 billion-plus organic monthly views and over 930 million subscribers across YouTube, TikTok, Meta, Roku and other major platforms, Little Dot brings strong audience reach, data expertise and deep integration within the creator economy to a scale that we don't have today in Banijay Entertainment. Combined with Banijay Entertainment's global production footprint and Banijay Rights leadership in scaling fast channels and building global social brands such as Mr. Bean, alongside proven talent management expertise with creators such as Jimmy Carr, the most subscribed U.K. Comedian on YouTube, we operate a fully integrated digital monetization platform.

Enhanced by AI-enabled analytics and optimization tools, this ecosystem strengthens catalog exploitation, improves audience targeting and unlocks scalable recurring and data-driven digital revenue streams. If I move to the live experience of the field, as you know, Banijay Live transforms flagship IP into immersive monetizable experiences beyond the screen. With strong in-house creative and production expertise, we unlock incremental event-driven revenues while strengthening direct audience connection and franchise longevity. In fact, we are not only a TV producer or a content producer, but we are also an IP owner, which is able to monetize and exploit IP outside of the TV world in live and digital.

As you know, Banijay has always been -- and that's the next slide, has always been about talent. And our new strategic partnership continues this focus. I am very delighted that Jeff Zucker, CEO of RedBird IMI, will serve as Chairman of the Board of the combined entity. He brings senior strategic oversight, immense media experience, especially in the U.S., which is, of course, a continent that we know well, but we don't know as well as he does and a platform level vision that aligns operational execution with long-term value creation. Marco Bassetti will be CEO of the combined company. Marco, as you know, has been CEO of Banijay Entertainment for the past 13 years, and he has a long track record of driving organic growth and successful M&A in digital -- in global content markets. Marco, and that's a very important point in this transaction, has also already led major integration with great success.

The last and not the least one being when Banijay bought Endemol in 2020, which was twice as big as Banijay at the time and which was done in a highlight. Jane Turton, current CEO of All3Media with extensive experience in the broadcasting and production sector will serve as Deputy CEO. Marco and Jane know each other for a long time. They have a mutual respect, and they are very happy to work together in this consolidator of the industry. We have established a clear governance structure with aligned incentives, fast decision-making and a strong balance between creative leadership and financial discipline. The combined group will also be a creative powerhouse and able to draw highly complementary creative ecosystems built on long-standing relationships with top-tier writers, show runners, directors and on-screen talent across and geographies. You can see some names in the world. I won't do the name dropping. In summary, this combination combines proven leadership with true creative firepower.

Moving to cost synergies. So I hope you see how this transaction is going to allow us to have more growth in the future and commercial synergies and capabilities is at the heart of this transaction. But of course, it comes also with cost synergies. We expect to deliver approximately EUR 50 million of cost savings with a full run rate expected to be achieved within 12 months post closing. I think our proven track record of successful integration and especially the one of Marco, who will be leading the business, gives us confidence we are able to implement them in a short time frame.

These synergies are broadly split into 3 areas: first, increased coordination across distribution and sales, eliminating duplication and improving commercial efficiency; second, the optimization of central and support functions; and third, a more integrated approach to procurement and shared services. It's exactly the same as what we did with Endemol. These are structural savings that will deliver an immediate and direct EBITDA margin improvement, stronger free cash flow generation and scalable long-term value creation. Let me hand over now to Sophie to take you through the combined financials.

Thank you, Francois. The combination of Banijay Entertainment and All3Media creates a business with pro forma 2024 revenues of EUR 4.4 billion, EUR 3.3 billion coming from Banijay Entertainment and EUR 1.1 billion from All3Media. In terms of revenue mix, the combined entity will remain predominantly driven by production, representing 3/4 of total revenues, complemented by 17% for distribution and 8% for live events and others, which continue to gain importance as monetization levers.

In terms of revenue by type of content, scripted contributes just over 1/4 of total production and distribution revenues. Geographically, and as mentioned earlier, the combination meaningfully strengthens our exposure to English-speaking markets, growing to more than 1/3 of revenues while maintaining a broad international footprint across other language and territories. Overall, the combined financial profile reflects a business with greater scale and improved diversification by revenue type, content and geography. It also enhanced adjusted EBITDA and cash generation as we shall look at on the next slide.

The combined entity would have generated adjusted EBITDA of EUR 690 million in 2024, demonstrating the immediate earnings scale created by the combination. With adjusted EBITDA margins aligned at around 16% across both businesses, the combination demonstrated strong industrial compatibility with limited margin dilution risk. In terms of cash generation, the combined group delivers first close to EUR 500 million of adjusted free cash flow with an adjusted free cash flow conversion of more than 70%, demonstrating strong cash discipline at scale.

Looking specifically at operating cash flow, the combined entity would generate over EUR 380 million of adjusted operating free cash flow with a conversion rate of around 55%, reflecting ongoing investment in content alongside robust cash returns. This does not take into account, of course, the cost synergies. Taken together, the P&L profile highlights a business with material earnings scale, resilient margins, strong cash conversion and a credible path to balance sheet deleveraging even before factoring any identified synergies. Let me now hand back to Francois for some concluding remarks ahead of the Q&A.

Thank you, Sophie. This transaction positions us at the very forefront of the global content industry with strategic step change in terms of global positioning and exposure into the most attractive segments of the global content market. To just repeat a few, the combined entity will establish itself as the largest global independent content platform anchored in an enriched premium IP portfolio, the largest English-speaking production studio outside the U.S., a fully integrated multi-platform IP engine spanning streaming, digital, AI-powered monetization and live experiences. And this growth is underpinned by strong financial fundamentals with strong cash generation, a robust margin and meaningful cost synergies.

We are actively driving consolidation in the entertainment industry as we announced it at our Capital Markets Day through 2 transformative transactions in just a few months, reshaping the scale of our group and strengthening our leadership. The recently announced acquisition of Tipico currently expected to close in H1 2026, increases 2024 pro forma revenues to EUR 6.4 billion. Adjusted EBITDA will increase to EUR 1.4 billion. Adding the merger with All3Media, Banijay Group revenues would reach EUR 7.4 billion also on a pro forma basis and adjusted EBITDA will increase to EUR 1.5 billion. There are some roundup in that, almost a threefold increase since 2021, our last full year before the business listed in summer 2022.

We are creating a materially larger group with stronger pricing and earning power. These moves represent both a step change in scale and are accretive to profitability, building a group with increasing critical mass to be a global leader. To build on what Sophie shared earlier at Banijay Group level, let me add that post transaction, 2024 pro forma revenue would be balanced between sports betting and gaming around 41% and content production and distribution around 59%, highlighting through the diversification at the group level. On the EBITDA side, it would be slightly weighted to sports betting and gaming, reflecting the relative profitability contribution of the 2 divisions.

Overall, the 2024 combined profile will deliver a 21% adjusted EBITDA margin, whilst generating EUR 1.2 billion of pro forma adjusted free cash flow, implying a conversion rate of nearly 80% and EUR 1.1 billion of adjusted operating free cash flow. In fact, we have already exceeded our targets of the Capital Markets Day in 2028. Of course, our targets were organic. But with this transaction, we are already way ahead of the figures we were targeting. I will now show you what the next steps are before we open the floor to questions. As we have just seen in the numbers, these major transactions mark a decisive new chapter for the group.

With Tipico positioning us as the #1 sports betting operator in Continental Europe and All3Media strengthening our exposure to the most attractive growth segments of the global content market, we are materially reshaping our scale and profile. Together, they strongly strengthened both our positioning and our growth trajectory. We will, therefore, host a strategic update on March 26 to outline our enhanced profile, refined strategic positioning and updated midterm financial guidance. As we have already exceeded our guidance for 2028, we need to give you some new horizons. And before that, we look forward to speaking with you again tomorrow for our full year 2025 results. That's all for now. Let's open the floor for questions.

[Operator Instructions] And your first question today comes from the line of Davide Amorim from Berenberg.

[indiscernible] can you hear me?

Yes, very well, Davide.

Just 3 for me, please. First, with this transaction, could you please share the 2 implied enterprise value of Banijay Entertainment and All3Media , please? Secondly, could you elaborate a bit more on the growth profile of All3Media, Is it in line or below the level of Banijay Entertainment? It seems that their revenue in 2024 was down 10%. If you could share a bit more detail on what happened during this year for them? And lastly, Banijay Group has changed significantly over the past year, as you just explained with the acquisition of All3Media and Tipico. Do you still have the same level of priority regarding your call option on The Independents?

So regarding the enterprise value -- so your first question, regarding the enterprise value of Banijay Entertainment and -- All3, as you could see on a pro forma basis, we have an EBITDA of around EUR 700 million. We also gave you the debt. So based on the multiple in the market, we will let you do the math for sure. But it's a quite strong profile and quite a strong group that we are building altogether. Regarding the growth profile of All3, as you know, All3 is mainly based in U.K. and U.S. And we already mentioned in our previous call that the market, and this is also something we discussed for this transaction.

The market is tougher with a little bit more constraint, and this is what we mentioned during our previous call and specifically in English-speaking territories. Of course, All3Media is also -- face also this kind of constraints. But what we can say is that altogether now, the profile of All3Media will be more diversified, specifically in terms of territories. And as Francois mentioned, we will be able to -- with their IP to roll over all these new IPs in our catalog all over the group and to seize growth opportunities with this new IP in our catalog. So clearly, the growth profile of All3Media well, we will not look at it independently now. They are part of our group, and we will benefit from this new IP coming from them.

Let me -- so just to add on Sophie's first answer for the transaction, we used a 10x multiple on both companies which, of course, is not our dream multiple, but given the strategic rationale of the deal, it was -- we accepted it. On the -- but of course, we believe now the multiple should be higher. On the -- your question about The Independents, no, it doesn't change the question of priority. But of course, it creates a new environment because now we have a partner also, and we need to discuss with them about it. We are currently also discussing with The Independents founders. And it hasn't changed the question. We have a call which is this year, probably Q2 or Q3, and we'll update you when the decision is made. But of course, we will look at it with our partners.

Your next question today comes from the line of Annick Maas from Bernstein.

My first question is, on one of your slides, you say that one of the things that All3Media brings to you is the very good connections that it has with the established streaming platforms. Can you just elaborate a bit more on that? Does that mean they make more revenues from the streamers? Or how can you use that good connection? What does it mean really? Secondly, in the press -- in the French press, you seem to be saying that you don't roll out still looking at ITV Studios. So just in terms of time line, can we get an idea of how you are thinking about continuing to consolidate the content market? And then Sophie, could you give us a little bit more detail about where the cost synergies are coming from and how we shall like expect them from a quarterly point of view in the next quarters?

Thank you, Annick, So on your first question, of course, we are already working a lot with the streaming platform. We are the #1 provider. We have, for example, a very strong relationship with Netflix ourselves. But I would say that All3Media also has a very strong relationship with Netflix. For example, they are the ones producing Squid Games: The Challenge, which is the largest non-scripted show ever on Netflix. So I think on this front, we are strengthening our positioning to the global platform.

And also, as you know, this global platform, they buy local content and sometimes they have to buy local content by law. So they buy Spanish series, Italian series, French series, et cetera. But the English-speaking series are global content. So of course, it has more value. It has more, I would say, reach for these global streamers. So the fact that we are strengthening our capabilities in English-speaking countries and especially the U.K. and the U.S. is strengthening naturally our position with global platform.

On your second question, what I said to the French press was we are excluding nothing. Maybe they have been a little bit far in saying that we -- of course, it means that we are -- if we are excluding nothing, it goes also for ITV Studios as for every other studio. But I think clearly, the point is today, as we said, consolidation is the name of the game. When you look at the Warner Paramount deal, it's very easy to understand why you need to be big and global to be relevant in this sector. So we share this view with RedBird IMI. They bought All3Media to create this type of global platform. I think they realized that they could not do it starting with All3Media, which was smaller than us, smaller than ITV Studio and others.

And so they -- that's why they combine their assets with ours in the strategy of building the largest and most powerful content company in the world. And today, we believe that if you look at it, we are a French company, very proud of it. But now we have U.S. and Emirates partners. And this, I would say, strengthens a lot our capacity to position as the global leader in the field. Sorry, I've been long, but Sophie, please, on the synergies.

Yes. So on the cost synergies, so as mentioned by Francois, we expect EUR 50 million run rate cost synergies. We expect them to be implemented within 12 months. And of course, as we demonstrated in the past with Zodiak and also Endemol integration, we are quite -- we have a strong track record on this. We are quite confident -- we are very confident to implement this in this time frame.

Where does it come from? Well, as mentioned, well, of course, we have -- well, if we combine the 2 groups, we will have coordination to be made, for example, in distribution business. We expect also to have growth opportunities, but we also have the central and support function that we will optimize. And these are mainly -- well, these are the main sources of these cost synergies, and this is what we will implement as soon as the closing is done.

Your next question comes from the line of Silvia Cuneo from Deutsche Bank.

Congratulations on the transaction. Also a few questions from my side. The first one is given the 50-50 ownership structure between Banijay Group and RedBird IMI in the combined entity, I wanted to ask what is the long-term vision for this partnership? And are there any predefined options or mechanisms within the agreement that could foresee a change in this 50-50 structure over time? Or what is your intention to keep this as it is? Secondly, the strategic alliance with RedBird has been highlighted as a platform for further consolidation in the presentation. Could you elaborate a little bit about how this will facilitate future M&A, particularly regarding the financing contributions from both parties. So it's related to the earlier question about the 50-50 structure really.

And related to that, I wanted to ask if the creation of liquidity of the stock would remain a priority when you consider future deals? And then finally, if you could provide a little bit of color on the timing and initiation of this transaction. Specifically, if you could comment about who approached to who and whether the current market backdrop in the English-speaking countries has facilitated reaching a deal?

Thank you, Silvia. On the 50-50 ownership, it was really a strong request from RedBird IMI as they really have a strategic view on the sector and they really want to be a partner and not just an investor in this building. So yes, we have built a long-term partnership. And there's nothing in the documentation, which would go in the sense of a short-term exit for RedBird IMI. I think they are really considering it as a long-term partnership.

Yes, this strategic alliance is very important for consolidation because, in fact, we often had questions when we were saying we want to consolidate the content industry, which were, how are you going to do that because you already have a lot of debt. So what is your capability to really do transformative M&A. I think this transaction is a demonstration that, yes, we can. And in fact, because, first, we are teaming up with a strong partner with deep pockets, deep capabilities connected to the world. And also, we get back some cash in this transaction, which gives us some financial flexibility to continue the consolidation, not only on the content side, but potentially on other part of the entertainment industry, including, of course, sports betting and gaming.

So that's why this transaction is a clear transformation even if All3Media is -- it's not like Tipico and [ Netflix, ] which were the same size, and we are doubling the size. Of course, All3Media is smaller today than Banijay Entertainment. But it's complementary and it's opening up new avenues to position ourselves. It improves dramatically our positioning given this alliance. Third -- your third question, of course, the liquidity of the stock remains a priority, and we are not very happy where it is today for sure. And clearly, we -- as I said earlier, we are inviting you to an update on our Capital Markets Day at the end of the month and hopefully, to open up the possibility to increase the liquidity of our stock, which is for us the key priority.

And I believe that these 2 transformative deals should bring attention and more interest in what we are doing because I think we clearly demonstrated our capability to be a very significant company in the entertainment space. Finally, on your question, I think in 2022, RedBird IMI and us were competing to get All3Media. They won. We were disappointed, but it was not as if a direct competitor was buying All3Media. So we thought right away that there could be a way to get it or to make it happen later. And we have from the next day started to exchange with RedBird IMI on the opportunity to combine our businesses because we have synergies, both commercial and cost, which they hadn't just then. So in fact, it has not been just -- it's not a deal which was triggered by results, market. It was a very structural deal.

Now they have talked to other people. We have talked to other people, sometimes the same. we didn't achieve a consolidation on other studios. So finally, it was natural that we come together and say, okay, we want the same thing. We try to do it with other partners. Let's do it together. We are going to succeed because we want the same thing. And that's how it happened. It has been more than 1 year of discussion. And we believe that, yes, you have some market movements and on the English-speaking countries, but look at the valuation of Warner. And why is Warner valuing so much? Because in our industry, IP, scale and global position are very, very important, and that's what we are strengthening with...

And the next question comes from the line of Conor O'Shea from Kepler Cheuvreux.

A few questions from my side as well. Firstly, Francois, just to come back on the mechanism for the calculation of the cash injection from RedBird to get to 50%. I think you mentioned 10x multiples, I guess, that EBITDA. But just trying to work out how that reconciles with the proportion of contribution to combined EBITDA from All3, which I think is below 25%. So paying EUR 800 million to get up to 15% seems to imply a lower EBITDA multiple for Banijay Entertainment as part.

If you could just explain a little bit more around that, that would be helpful. Secondly, maybe for Sophie on the debt ratios of around 3x. So just to clarify, is that a proportionate EBITDA, so excluding the 50% minority in Banijay Entertainment? Or is that before excluding the minority? And then the last question, just on the cost synergies, EUR 50 million within 12 months. Would you expect more after that? Or is that -- is it all going to be achieved more or less straight away?

Thank you Conor, on your first question, I'm not going to open the door of the [indiscernible] of the transaction. But on what you say, I think we bring also more debt. So they bring a smaller EBITDA than we do, but we also bring more debt and more leverage. So at the end of the day, that's what it leads to. And of course, you have some discussion on adjustments, et cetera. But I think the main answer to your question is about the proportion of debt on the 2 companies. On the second question, I'll leave it to Sophie.

So on the debt ratios, we are around 3x. It's 100% of the net debt, 100% of the EBITDA. If we would have to exclude the minority interest, this ratio would be better, but we present the leverage with our reported figures. On the synergies, the EUR 50 million is what we expect to implement within 12 months. EUR 50 million is the cost synergies. And clearly, in the future, we will see growth opportunities. We didn't give any figures because for now, it's quite difficult to approximate. But clearly, we have strong growth opportunities that will be delivered from the closing, but of course, over the life of the group.

And of course, at the end of the month, we have the update on the figures. So it will be an opportunity to give you the guidance -- midterm guidance on our figures for the next years, including All3Media...

Understood. And just a quick question on the pro forma net debt at the Banijay Entertainment level, so shared with the minority. Can you give us a sense of how much that would be compared with Banijay Group?

It would be around 4x.

4x.

We will now go to the next question. And the question comes from the line of Anna Patrice from Berenberg.

My line was not very well. So maybe I repeat some questions that I missed before. The question on All3Media. Apparently, it is highly indebted. And if I look at the report -- annual report on the company's house, it was loss-making. So is there anything that is changing? How do you want to attack the debt -- because otherwise, it's going to be dilutive for you on the earnings side? And also regarding the structure going forward, if you decide to do more acquisitions on the Banijay Entertainment, does it mean that you need to have the approval of the All3Media or how there will be the alignment on the future strategy?

I'll take the second question, I'll give the first to Sophie. Yes, of course, they are partners. So after a certain -- for a deal of a certain size, we would need to agree on the M&A acquisition. That's why I really underline strongly that we share the same vision of the industry, and we have exchanged extensively with RedBird IMI on what we could do together, and we are really aligned. So that's why we are very excited, I think, on both sides about this partnership. But of course, to do a large acquisition moving forward, we will need to agree both Banijay Group and RedBird IMI on the way to do.

And for your first question, if we take the 2024 figures, and we combine them together, what we can see is that we are deleveraging the group with the combination of these 2 groups. So maybe I missed something in your question. But in fact, if we take Banijay on a stand-alone basis, we were more around EUR 4.5 billion, EUR 4.4 billion. And if we combined the 2 groups, we are more around 4x. So clearly, this is not -- well, this is a deleveraging that we expect from this combination.

Sorry. So if we go through the P&L below the EBITDA, probably what was not clear for me. Maybe we can start with EBITDA. So you're talking about EBITDA of All3Media at around 15% margin. When I look at the company's house annual report, the EBITDA margin there is much lower. So probably you're adjusting for something. I'm not sure for what because there, they're talking about EBITDA of roughly GBP 100 million.

And then if I look further down on All3Media, they have quite significant debt and hence, very high interest expenses. So they are loss-making on the net income level. So my question would be, if when you are taking over, if there's something going on with the debt, if it's going to be reduced or what kind of debt are you taking over into this group, into the combined group? And then another question also on the CapEx side. Are there any things on the OpEx or CapEx side? Are there any acceleration in the CapEx to make the group more digital, i.e., to increase efficiency on the production side and make it with the AI kind of more efficient.

Sorry, I missed the part of your first question. So what -- sorry, what we explained during this call is that from this combination. First, on the debt, we expect the deleveraging. Secondly, we expect to deliver strong cost synergies within 12 months. And then we expect to seize high growth opportunities. So even if in the past, this group, All3Media was loss-making, together -- altogether, we will be stronger. As I told you, we will deliver these cost synergies. And clearly, we expect to have a very strong growth profile and cash generation, as we mentioned, around 70% and deleveraging progressively the group so that we -- well, to have the same kind of profitability profile than today.

And on your AI question, of course, it's a very important one. And one which is at the heart of the deal also. Today, it's fair to say that AI is a reality for us, especially in the post production, in the cost optimization, and we will start to see really a real benefit on this front with AI. But I think what is really important for the future is that with AI, the most important element is intellectual property because, in fact, AI lowers the barriers to entry to make videos. But so it gives new avenues of monetization of IP. And so the IP is even more valuable. And I think that's how I see the valuation of the Warner deal, and it's all about IP, which are very valuable with AI.

And a very important element also with AI that we have already mentioned, but which explains why scale is important is the usage of AI to create videos from our library. Today, we have before the deal, I think, 240,000 hours of content, and maybe we are exploiting 5% or 10% of it in terms of monetization. Why? Because it's very complex to find what we have in the catalog and to exploit all the monetization avenues.

With AI, tomorrow, it's not ready yet, but we have been working on it for the past 12 to 18 months. We will be able to -- with a prompt to say to our catalog, okay, create a 2-minute format with the best recipes of MasterChef globally on burger. And it will be creating it instantly at no cost and very efficiently. So -- this will allow us to monetize more our catalog through digital channels, YouTube and social network. And of course, this, it's an investment. It's a complex tool. And we can do it because we have the scale. And with All3Media joining us, we have even a bigger scale, and we're also able to use their catalog in this. And that's how AI is going to increase our capacity to monetize our IPs and our catalog. I hope it answers your question.

Can we just go back to the question on the EBITDA because you're talking about adjusted EBITDA for All3Media at EUR 160 million, while, once again, at the company's [ house, ] the EBITDA is lower. So I would like to understand what are the adjustments of the EBITDA or if there's something I'm missing?

In fact, the EUR 160 million is under Banijay definition. And we provided, I think, a bridge or if not, we will catch up.

I think the main difference is about distribution advances that are not accounted the same way by All3 and Banijay.

[Operator Instructions] we will now take all the question was just withdrawn. I will now hand the call over for webcast questions.

Let's move to the webcast question. I think that we already answered a lot of the questions we have. Maybe a few of the questions. First, hello, it's a change of control or refinancing expected...

So under -- well, for Banijay Entertainment on a stand-alone basis, there is no change of control. So there is -- we don't have to refinance this debt at the closing. Regarding All3Media, there is a change of control clause, but we secured a financing for this part. And we could, at some point, refinance the total debt, but this is not obligation, and this is something we will contemplate later on.

The next question is, will All3Media be included in the restricted group governing the bonds issued out of Banijay Entertainment SA?

All3Media will be included and will be below Banijay Entertainment and will be included in the restricted group of Banijay Entertainment.

And how will you finance the EUR 171 million dividend to be paid by Banijay Entertainment to the group? And will the term loans at All3Media refinancing market, do you expect the leverage target? But I think that on the latest one, we already answered.

Yes, for sure. So regarding the EUR 171 million dividend, we secured a financing that -- on which we could draw if needed. And on the -- regarding the term loan at All3Media, I already answered in the previous question. Are there any other questions?

We have some more phone questions, if you would like to take them.

Okay.

Your next question on the phone lines comes from Hannah Francesca Waddilove from Oaktree Capital Management.

Firstly, could you just elaborate a bit more on the EUR 170 million dividend and the third-party financing you've secured to backstop the change of control? Could you just explain because obviously, the term loan at All3Media is larger than that size. So keen to understand that bullet point a bit more, if possible. And then my second question is just around the kind of pro forma cash flow for the combined entity, specifically your guidance on CapEx, earn-outs and working capital. I think when I last spoke to you earlier in 2025, you had CapEx intensity guided at 2% of revenues. On an LTM basis, I think we're closer to 3% to 4%. That's for Banijay Entertainment. But just if you're able to give any cash flow guidance on a pro forma combined entity basis, that would be very helpful for those 3 items.

Sorry, I didn't understand properly your question on the debt. What I mentioned is that we secured a financing to finance the dividend part of EUR 171 million. And we also have secured financing to secure the debt, the refinancing of All3Media. So maybe I missed something, but this is what I mentioned. On the -- well, on the perspective and on the -- what we expect in the future from the combined group in terms of pro forma cash flow. As we mentioned, we will give you a strategic update by the end of this month. And clearly, we will give you some guidance on these different topics and KPIs.

Okay. Is there any chance you're able to disclose the LTM cash flows for earnout?

You mean...

On a combined...

[indiscernible] '25 result...

Or earlier if -- obviously, we don't have full year '25 results.

Maybe we can do a follow-up on this specific question.

Okay. Just -- I mean, it alludes to the earlier question around the differences in EBITDA definitions, specifically at All3Media, but that's fine to follow up.

We have one further phone question, and the question comes from the line of Anna Patrice from Berenberg.

And one more question. My understanding is that the financing you do under your Banijay Gaming and Banijay Entertainment business units. So the money that you will receive, the cash money that you will receive from All3Media, they go directly to Banijay Group as on the holding level, right? So what are the intentions to use those money for? And is it to finance The Independent stake?

Yes. Thank you. So yes, the money will be at the holding level. We will give some views on how we intend to use it. As I mentioned, it's firepower for M&A. Of course, we also have some -- it includes the call to exercise on Tipico. And then [Audio Gap]. Sorry, our line was cut. But if there are no more questions, maybe one last question, and then we end the session.

Sir, would you like me to open Anna's line again because I think her question was cut off when your line disconnected. Let me just open Anna's line again. One moment, please.

No, it was answered. I asked how the proceeds will be and the answer was that we will provide more details and will be used will be used financially -- it will used be partially for the Tipico and will be used for the M&A. And we'll have more details at the end of March, right?

Yes, yes, sure. And also that, yes, it gives us the capability to do the independent, but the decision is not made yet, and we want to discuss it with our new partners.

There are no further phone questions. I will hand the call back to you, Francois.

Thank you. Thank you for attending our call, and we are very excited about this transaction as we were excited by the Tipico transaction. We are excited by this year 2026, which is a year where we are changing our scale, and we are demonstrating that our strategy is in action, and we'll come back to that with details and figures at the end of March. Thank you.

Thank you. Bye.

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.

Good day, and thank you for standing by. Welcome to the Banijay Group 9 Month 2025 Results Conference Call. [Operator Instructions]. Please be advised that today's conference is being recorded.

I would now like to hand the conference over to Marion Heudes, Investor Relations. Madam, please go ahead.

Good evening, and welcome to Banijay Group 2025 First 9 Months Result Webcast. This is Marion Heudes, Investor Relations, On this side, let me draw your assumption to the disclaimer on Slide 2. I also want to remind you that this presentation is now available on the company's website, and the recording of this call will be accessible in the coming days.

Your speakers today are Francois Riahi, our CEO; and Sophie Kurinckx-Leclerc, our CFO. First, Francois will present our key financial and business highlights for the first 9 months. Sophie will then cover the results in more detail. These are Francois provides some concluding remarks. We will then open the call for questions. Over to you, Francois.

Thank you, Marion. Good evening, everyone, and thank you for joining us. During the first 9 months of 2025, Manager Group revenue reached EUR 3.2 billion, up 4% year-on-year. In content production and distribution, we delivered a strong slate of scripted shows to global streaming platforms and linear broadcasters and are seeing the usual seasonality of show deliveries weighted towards Q4.

In light event production, we delivered a strong growth as we scaled up key immersive experience IP across our global network. While in sports betting and gaming, we delivered once again strong performance across all activities, even when considering the very high comparison base from 2024 and a number of adverse sports results in September.

Adjusted EBITDA growth is up 9.8% for the first 9 months with both sides of the business delivering a margin improvement. On the Banijay Entertainment and Life side, this was thanks to the positive timing of major scripted deliveries at higher margin rates. While at Banijay Gaming, this improvement was driven by good cost discipline, partially offset by French tax increases in Q3 and the adverse results already mentioned.

As a result, adjusted net income was up 9.3% to EUR 271 million. We maintained a high level of cash conversion at 78% and our leverage is stable versus the end of 2024 at 2.9x. Let's move to business highlights now, starting with Banijay Entertainment and content production and distribution. As the #1 European studio for scripted shows, we have once again delivered global heat this year for both streamers and like linear broadcasters.

During our Capital Markets Day, we highlighted how we are effectively leveraging our English-speaking footprint with streaming platforms to capture market share as they expand. This is clearly demonstrated during this period. We delivered major global shows that connect global audiences such as historical drama, House of Guinness, which was the #3 English language service globally and the #1 show in the U.K. and Ireland with over 5 million views.

We also delivered local hits that crop travel globally, capitalizing on global streaming platform audiences. Swedish dramedy Diary of a digital was also a huge success of Netflix becoming a top 10 non-English language title globally with 1.3 million views in the week of its release. And we continue to deliver more high-quality local content that resonates with local agencies for linear broadcasters like [ TF1 ] in France. This includes historical drama, Mulmac, reaching over 4 million viewers with its first episode and [ Rita ] we secured an average of 4.3 million viewers across the week of its release.

Let's move to Life experiences, digital and scores the strategic growth pillars highlighted at our Capital Markets Day, where we are now delivering concrete progress and scaling fast. First, on the life side. The first 9 months, so the fast rollout of ruminations, the immersive show from Logi acquired in January. Since then, we have rapidly scaled this IP, leveraging our global footprint to move into 4 new markets Spain, Germany, the Netherlands and the U.S., and there will be 3 more in 2026.

The company is now producing more than 3 shows per day on average, and the number of tickets sold has tripled year-on-year to almost EUR 0.5 million. This marks our first live IP acquisition and a rapid fully organic rollout. Looking ahead, we will continue to identify and scale high potential IP across our global footprint, including our own IPs like [ Bret New ], which will be in 2026.

Second, on the digital and AI side, we continue to strengthen our innovation, talent and technology infrastructure, forming partnerships with innovative tech platforms to accelerate catalog monetization and expanding our presence on YouTube, which is, of course, a key priority through collaborations with content creators.

A few examples, we partnered with French company MomentsLab to drive AI-driven solutions for smarter video indexing discovery and content accessibility enabling us to repurpose and monetize our leading content catalog at scale across channels. Working with YouTube. We also launched Banijay Studio, both in France and in the U.K. to tap into the fast-growing creator economy. This initiative will reach the gap between creators and creatives by inviting YouTubers to reinvent iconic television shows for digital audiences.

And third, at the junction of sports and digital, we are actively developing multiple initiatives in this growing segment. A recent example is the launch of SCF Benelux the first -- and registered football club powered by leading digital creators. All these digital initiatives open new revenue streams from sponsorships to digital advertising and content monetization, and we will continue to develop this firing initiatives across our markets.

Moving now to Banijay Gaming which saw a strong 23% increase in unique active data. As I say every quarter, this is the most important KPI to look at when you want to assess the commercial performance of the platform.

The QIP increase is especially impressive given the high comparison basis with last year's busy sports calendar with euro to 2024 and the Olympics and is thanks to approval the proactive acquisition and retention strategy. adverse sports results in September resulted in lower sports group revenues. As you've seen in previous years, these temporary activity is part of operating in this space with sometimes unfavorable months followed by natural catch-up in subsequent periods.

In casino and poker, there was very strong performance, 16% revenue growth in Casino and 33% in poker. So it's more in line with the increase in ERP, driven by the new Poker platform introduced at the end of last year, which is, of course, very satisfactory as moving from an external platform to an internal platform has boosted the revenues.

Last week, we announced a transformational deal to combine Bestic and typical to create a European champion in sports betting and online gaming. And I'll come back to that later. In this context, strong technological foundations like our high-performing poker platform becomes even more strategic with the opportunity to unlock easy synergy opportunities that have already been identified. That's all for me for now.

I give the floor to Sophie.

Thank you, Francois. So let's start with group revenue for the first 9 months where we delivered 4% growth at constant exchange rates to reach EUR 3.2 billion. Q3 revenue was down very slightly at constant exchange rates. Thanks to this growth in revenues and our effective cost control, adjusted EBITDA grew 9.8% at constant exchange rates.

We also saw our adjusted EBITDA margin increasing to 18.5%. This was mainly driven by the greater contribution from Bang gaming, which has a higher margin. At Banijay Entertainment, EBITDA margin also increased due to a different timing of scripted deliveries at higher margin rates like cane or House of Guinness.

At the grouping rule, total external and personnel expense rose by just 2.2%, driven by effective cost management across all activities. Looking next at our P&L. LTP expense were done as anticipated, reflecting the expected trajectory of vesting plants. The increase in depreciation and amortization is driven by greater recruitment of third-party distribution advents in our content production and distribution business as well as higher depreciation linked to IT capitalization at Banijay Game.

The other finance costs mainly include the change in the fair value of financial instruments, including hedging or mainly put in earn-out debt and currency loss season gains. Income tax expense increased in line with activity growth. But looking at the effective tax rate, it has improved slightly year-on-year. Adjusted net income was up 9.3% to EUR 271 million.

Let's go now to results by business, starting with content production, distribution and live events. Revenues were up 1.7% to EUR 2.1 billion at constant exchange rate, which is a solid performance. As usual, there is an expected seasonality effect with an amplified volume of short deliveries and production of events weighted towards the end of the year.

Looking at revenue by activity. Content production and distribution revenues were stable and reflects the phasing of deliveries at year-end while underlying activity remains dynamic with a strong slate of scripted shows delivered to both streamers and in broadcasters.

For Life Experience & Other, the first 9 months was a particularly strong period as highlighted by Francois earlier, growth of 15% reflects, firstly, the consolidation of loci since early 2025, delivering notable success through its rollout across France and internationally. And there was also a solid performance from Banijay Studios with a seasonality effect resulting in increased show deliveries during Q4 2025.

Let's look at content production and distribution earnings and cash flow next. Adjusted EBITDA was up 6.7% at constant exchange rates, a very good result supported by revenue growth favorable timing effect on scripted deliveries at higher margins and cost savings. Higher CapEx mainly reflects higher third party distribution advances and Banijay rights and higher investment in digitalization.

The change in working capital and income tax paid mainly reflects the timing effect on scripted deliveries with major scripted shows delivered before the end of September in 2025 compared to a high weighting of scripted show deliveries in Q4 last year. This reflects a return to a more normal seasonality compared to 2024, consistent with trends seen in 2022 and 2023. Adjusted free cash flow conversion was 63%.

Next, let's look at online sports betting and gaming, where we saw solid growth of 8.5% at constant exchange rates, even when taking into consideration the high comparison basis with last year, as previously mentioned by. Sportsbook revenues were up 5% despite the high comparison basis with last year and the temporary impact of unfavorable football sports results in September 2025.

As already mentioned earlier, this business is naturally exposed to short-term volatility in sports results. We will see the catch-up of this one-off effect in the coming months but conservatively expect this to happen beyond the end of this financial year given the sports results seen in October.

In online casino poker enter performance was strong across all geographies, with revenue up 21%, driven by the strong adoption of the new Poker platform supported by high player engagement and continued positive momentum in online casino.

Looking at are -- now. Banijay Gaming continues to deliver solid profitability and free cash flow. Adjusted EBITDA was up 12.9% at constant exchange rates, with the margin up 110 basis points thanks to continued cost discipline, including lower marketing costs as a percentage of revenues. This was partially offset by higher betting tax in France which came into effect in July 2025.

Adjusted free cash flow conversion remains high at 93%. Over the first 9 months of 2025, adjusted operating free cash flow was temporarily impacted by one-off items and sports calendar set. First, one-offs related to the exceptional 2024 performance with cash outflows occurring in 2025. This affected both the change in working capital notably due to 2024 performance-related payouts cashed out this year and income tax paid, which includes an exceptional EUR 27 million payment linked to the strong results achieved in 2024.

Second, the spot calendar and sport outcomes created timing effects on working capital particularly on betting in taxes, marketing spend and other taxes, and this is pure copasetic. Excluding the first element I mentioned relating to one-off adjusted operating free cash flow would be up 1% compared to adjusted EBITDA growth of 13% with the delta explained by the soft calendar and sports results outcomes in September. These calendar effects are expected to gradually normalize towards the year end.

Looking ahead, 2026 will benefit from the return of a major tournament cycle, including the [ FIFA ] work. Looking at cash flow generation now. Adjusted free cash flow reached EUR 465 million, this resulted in a cash conversion rate after CapEx and lease payments of 78%, in line with our guidance for the year. Adjusted operating free cash flow was EUR 264 million. Given the normal seasonality effect, we expect strong cash collections in Q4.

The group's net debt stands at just EUR 2.8 billion. The increase in net debt mainly reflects the seasonality of the activity and cash payments as well as the payment of the dividend during the period. Overall, we continue to have a strong cash position and a significant undrawn secured credit line.

That's all for me. I will now hand back to Francois for some concluding remarks.

Thank you, Sophie. As you can see, our performance in the first 9 months of the year demonstrated that we are clearly delivering on our strategy. Overall, it was a strong first 9 months performance for the group with 10% earnings growth and a solid contribution from all activities.

Banijay Entertainment saw stable growth, while Banijay Life demonstrated that it is an increasingly significant strategic growth driver, as explained during our CMD. This positive momentum is also expected to increase in the final quarter of the year, thanks to major shows in the pipeline at Banijay Studio. Banijay Gaming once again showed its profitability, delivering continued strong performance across all activities, despite a high comparison basis with last year tax increases in France and unfavorable sports results in September, which should not mask the strong performance of our business once again.

And we demonstrated our credentials as a natural consolidator in the entertainment industry with the acquisition of Tipico to create a European champion in sports betting and online gaming. I will come back on it in a minute.

In terms of our outlook for 2025, we expect to deliver low single-digit organic revenue growth from Banijay Entertainment and Banijay Live which reflects the postponement of some deliveries to Q1 at Banijay Entertainment level. On the Banijay Gaming side, because of negative post results in September, not reversed in October, as explained by Sophie, we expand we expect to land around 10% organic revenue growth for this business, which is a strong result for 2025 compared to a very, very strong 2024.

Despite the primarily timing effects, we confirm our guidance of mid- to high single-digit adjusted EBITDA growth and about 80% of adjusted free cash flow conversion. Overall, we foresee a strong year for the group.

Before we take your questions, a quick update on the largest acquisition made by the group so far. Typical is the undisputed leader in sports betting and gaming in Germany and Austria. In 2024, it had revenues of EUR 1.6 billion and adjusted EBITDA around EUR 418 million, meaning a similar scale to betting.

With Tipico and Amira Austria, it has 2 major brands with strong customer loyalty, ratings and brand awareness, 9 out of 10 sports betters in Germany, no Tipico and on iOS and Android Tipico is the best rated app. This recognition as a sports betting leader has been built through a 360-degree offering, combining 2 million digital active players with 250 betting shops across Germany and Austria. This means that Banijay Gaming will have a physical retail presence in these 2 countries.

And leveraging a market-leading proprietary tech platform, Tipico has a strong track record of market share growth and has significant room to grow further with a large untapped market in Germany and some potential new offerings in Australia. As a result, Banijay Gaming will be a leading European champion in sports betting and online gaming. It will have a combined presence in 6 countries with top 2 positions in all including 3 out of the 5 largest countries in the European Union and will be the fourth biggest European operator and the largest sports betting operator in Continental Europe.

There is a clear strategic fit between the 2 companies. Together, we will have an even more diversified geographical footprint, a multichannel offering a strong cultural alignment and a state-of-the-art technology platform. The deal is fully backed at Banijay Gaming managers relative to a majority of their stake in Tipico. It is also worth mentioning that we expect fast deleveraging driven by strong cash generation.

Recent confirmation of Moody's rating on Banijay existing Terminal B is a clear signal of confidence in the Tipico acquisition. In terms of next steps, the proposed transaction is subject to customary conditions precedent in particular, merger control and gambling regulatory approvals, we also plan to divest our stake in Beta 2 given the fact that there's no overlapping between the 2 companies, the closing of the transaction is expected by mid-2026.

This financially accretive deal perfectly illustrates our position as a natural consolidator of the entertainment industry. We are acquiring a highly profitable and cash-generative company, allowing us to achieve our strategic ambitions and create value for Banijay Group shareholders.

Post transaction, the new managing group with -- on the basis of 2024 pro forma delivered around EUR 6.4 billion, which is an increase of EUR 1.6 billion. Adjusted EBITDA in 2024 of the combined entity is EUR 1.4 billion pro forma, representing a 22% margin compared to 19% before transaction. Adjusted free cash flow is EUR 1.1 billion, and adjusting operating free cash flow is EUR 1 billion. representing strong conversion rate of 81% and 71%, respectively. Again, these are figures for 2024. It will be more in 2025 and 2026.

We will update our financial targets for 2028 in our full year 2025 results, but we can already tell you that we expect to generate approximately EUR 100 million of synergies on a yearly basis in 2028. This all adds up to a highly attractive value proposition, combining high margins, strong cash generation and a leverage ratio below 2.5x within 3 years, excluding the exercise of call options to increase our stake in Banijay gaming deleveraging should be around 0.5x each year.

After years of organic development in the stores betting and gaming industries, focusing on building the best infrastructure platform and delivering the highest growth in the market we are now reaching a major milestone with this consolidation, and it is a major step in the story of Banijay Group. That's all from me. Thank you for your attention, and back to you, Marion.

Thank you, Francois. It is now time for questions. So please state your name and company. Thank you.

[Operator Instructions]. We will take our first question. Your first question comes from the line of Silvia Cuneo from Deutsche Bank.

I'd like to ask 3 questions from my side. The first regarding the revised revenue outlook, what is the current level of visibility you have on Q4, particularly for Banijay Entertainment postponed deliveries and the gaming sports calendar. Are there any other risks to be aware of that could further impact the revenue performance relative to the updated guidance in Q4?

Then secondly, considering the commentary around the seasonality and postponement of certain content deliveries in entertainment impact in 2025. Could you provide more color on the overall demand landscape for content, heading into 2026, both from the global sins and the traditional broadcasters as well?

And then the third question is on the Q3 adjusted EBITDA margins for both Banijay Entertainment and Live and Banijay gaming, they were ahead of our expectations despite some revenue deceleration. So could you elaborate on the typical seasonal effect that influenced the profitability in Q3?

And looking ahead in Q4, what makes you confident you can still make the unchanged guidance? Thank you.

Sorry. Thank you, Silvia. Sorry, I was on mute. So I was saying -- on the outlook for the Q4, of course, we have a very good visibility on Banijay entertainment. And on Banijay Gaming, we are always dependent on sports results. So as Sophie was saying, we have chosen this time to be a little bit conservative because October -- September was a very adverse month for sports reserves. October was not so good. So that's why we decided to be conservative. Actually, November is starting very well. So because there will be the catch-up. So I think we are very confident on the gaming, but you can never predict the sports results. There are still a lot of Champions League games and test some volatility. But again, we have taken a conservative approach on our outlook on Q4.

On your question about the demand for content. I think we have seen a good demand for comment from streamers, maybe a little bit less than what we expected on broadcasters and with some, I would say, postponements at this level between Q4 2025 and Q1 2026. On the margin, you want to elaborate?

So on the margin, on Banijay Entertainment and Banijay Live, as we mentioned, we delivered during Q3 2025 and high premium scripted shows like canes or House of Guinness with higher margin rates than well, with higher margin rates, and it was not the case last year as we delivered this kind of high premium scripted shows in Q4. So that's why you have an increase of the EBITDA margin rate.

On Banijay gaming, well, -- as you know, this is a first fix business. So we still had an increase of our business and revenue, et cetera, during the first 9 months. So that's why also the EBITDA margin is increasing. But also we had less -- well we had a very strong cost control. And for example, less marketing cost.

I remind you that last year, we had Euro Cup plus the Olympic games. And so we increased the marketing costs. So proportionally to the revenue in 2025 as we don't have such big sports events we have not such important marketing cost. That's why also this margin rate is increasing.

Your next question comes from the line of Conor O'Shea from Kepler Chevreux.

Three questions from my side as well. First question, just to make sure I'm understanding this right. For the full year, guidance on adjusted EBITDA at a group level, I think, is mid- to high single digit versus almost around 10% for the 9 months. So I'm just wondering, is there anything explaining that? Or is it seasonal marketing around the fourth quarter, maybe in the gaming business that explains that sequential slowdown?

Secondly, I think I saw something in the press about the independence deal may be being complicated by the slowdown in the luxury sector. Maybe you can comment on that. And then the last question, just in terms of some of the proposals in the -- in terms of the budget going through in France. Any impact that you see that you would call out for 2026, either on corporate tax or on pending tax or anything additional there would be very useful.

Thank you, Conor. Maybe Sophie, on the first question.

On the guidance...

This guidance is maintained. It's what we expected. So we maintain our guidance. It's true that we are higher today. I think Sophie was mentioning about the kind of different mix of delivery when it comes to premium scripted on Banijay entertainment and there's also on the gaming side. And if you remember, unfortunately, that increase in France which happened on the second half. So it has an impact, of course, on the EBITDA of the gaming for the second half only. So going impact on Q4 than on the first 9 months, okay?

On your second question about the independents, I think we always said we are going to decide on the size of the -- next year, nothing changed. And nothing changed also on the fact that we consider it as a very good business. And I think, yes, the luxury sector has suffered in 2025. But clearly, they have been very resilient and and which is, I would say, a risk testimony to their business model. So not everything that is written in the press is true.

On your first question, very difficult to follow the budget today. So we cannot really say much about it. Now it's going to the scene. We see what happens there. So no, it's difficult to comment at this stage. But of course, I recall that we -- I just said that on your first question, we are going through a strong tax reset in France already this year. So I think it shouldn't be the case for next year.

Your next question comes from the line of Ed Young from Morgan Stanley.

Two on Banijay Gaming, please. First, given the maximum player payout threshold in France, that seems like a pretty good mechanism to recoup within the year. So if you put your comment there is a bit more cautious. Is that around ability to capture volumes if you move the lines too far? Or is that really relating to your business outside of France that would affect your ability to get back to where you need to be in the course of the year?

And then second of all, you mentioned the World Cup. So wonder if you could give us any outline thoughts about how material do you expect that boost to be given, obviously, it's a different format with more games, but also a time zone adjustment from your European markets. So if we think back in the history of what these tournaments have been, how do you think about the World Cup for next year? Thank you.

On the first question, you're right in France, but we are not only in France. So the adverse results has been seen in our different countries. So that's why we chose to be a little bit prudent on the expectations.

Yes. So on your second question on the World Cup, of course, every 2 years, it's a big event for us, Euro World Cup. And so I think it's when you look at -- we are targeting a double-digit growth on a year -- last year, we had African Cup in Ivory Coast, where we are dealer. We have the Euro, we had the Olympic Games in Paris, where we are leader. So it was a very, very strong year for us in terms of sports calendar and still, we managed to do double-digit growth this year. So it's a great achievement.

But next year, of course, World Cup will be a very important element, both for Best Click and Tipico. By the way, we will benefit from it also on our acquisition. And we believe that the time zone is a good one. Today, the time when the games will be played should be good for Europe. So we see that a major event and a revenue booster as you know we don't expect any the fact that it is in the United States is not an issue for us given the programming of the games. And as you said, there will be more games. So it's a positive, a little bit like the Champions League is the fact to have more games in Championship has also been positive. So we see it really positively. Of course, we will give our view on 2026 in next March. But yes, that's a very positive element for 2026.

[Operator Instructions]. Your next question comes from the line of Annick Maas from Bernstein.

Apologies if I have to ask the same questions, but I have been partially cut on the call. So on that note. The first one is, could you please comment on the fourth quarter is the weakness only going to come from the entertainment bids and life is expected to perform as it has year-to-date? Or is also something that we should be aware of in life?

The second one is on the independents. Can you just -- with the luxury downturn, you haven't really mentioned the independents today and you used to speak about it a lot. Just tell us how they performed over the last quarter, please? And then I guess with your Tipico acquisition, and I guess the financials of gaming, which are a bit more attractive than necessarily than content. Could there be a scenario where you actually sell your content business and focus purely on gaming.

On your first question, Sophie, you want to elaborate on the Q4?

On the well, on the Q4, well, we will see a little bit more growth in content and distribution, but still a strong growth in the live business.

And on your second question, yes, and also raise a little bit on the Live because I think it's basically something we started like 2 years ago as a key growth driver, and we have been a lot of different things and it pays off. And it's really for us a very important driver in the future. And next year, we will launch our immersive show on [ Black Mirait ] will be the first time we launched immersive for one-off and IP. We have a lot of projects. So it's -- we believe it's a very important development moving so already this year.

On your question on the independence. Actually, I said it before, but maybe you -- I understand you were disconnected. The Luxury has been tough the luxury industry has gone through difficulties in 2025. But really the independents are doing really well and they have been capable to really win some gains on market share, thanks to their setup it's really a testimony to the buildup we have been doing, the fact to have so many geographies and so many capabilities is a really important differentiator to the clients. And so they are really having a good performance given the circumstances. So we have a really positive view on their performance.

On the Tipico acquisition, it's a major event for us. We stick to our strategy that we presented during our Capital Markets Day, which is that we have a very positive consolidation opportunities on all our activities. And so here, we are demonstrating it on the gaming side. But we believe that we can have also very good opportunities on the content side and that our position in the content side is also very good. So we don't sell our business.

Your next question comes from the line of Anna Patrice from Berenberg.

All Information, I missed some of the answers. So if you could repeat a little bit, what was the impact of the increased taxes on the banking in France in Q4, so the impact on the EBITDA and what is the expected impact on begin in Q4? And then my impression is that the margin development was better than expected for you in Q3. You explained that partially, this is due to lower marketing expenses and the betting?What are the expectations for the Q4? And what was development last year? Do you expect that, again, the market will be lower, so you will think you will have better margins in the -- or supported margins being? And what about the independent life margin development in Q4. Again, it seems that the expectations are a little bit higher given that the guidance for the EBITDA is not changed despite the change for the top line? Thank you.

You want to answer, Sophie, creating tax in France, the impact?

Well, what we planned and what we gave during our last calls and communication was an impact of EUR 20 million for 2024 Well, it -- given the adverse sports results that we had in September and not so good in October, we could expect a smaller impact for but it depends, of course, on the results of the sports events.

On the second one, in fact, we gave the guidance for 2025. So on the global growth of EBITDA at Group Livon. So you will I will not provide you with a guidance on a specific EBITDA. But clearly, we should remain in the same level of profitability for the business.

What I meant is that you reiterated your EBITDA guidance for the full year, even though your top line guidance is slightly lower. So that means that EBITDA margin is higher. So I was wondering what is the reason for the expected higher EBITDA margin versus what you expected before? Is my question clear?

Yes. Yes. No, yes, I think we are going to deliver a better margin than expected, yes.

Yes. What we -- what we said is that, well, even here, we have a better margin than previous years. So we will keep the same trend. If -- sorry, if I understood well, you want to know if the margin -- the EBITDA margin will be better than expected in our guidance. So yes, mechanically speaking, of course, it will come from different items. The first may be a slightly different mix of the different business due to EBITDA growth but also higher margin on some scripted shows in the production and Entertainment business, as I already mentioned at the end of Q3, and that's -- and the cost control in the gaming business, but as we mentioned also for Q3.

Yes. And also, I think we -- for us, the EBITDA is really the main focus in terms of steering the company. So in fact, when there's a little bit less of revenues for different reasons, we reduce the cost and it's, I think, a good demonstration of our flexibility even if the adjustment we do the growth is limited. It's a small adjustment.

[Operator Instructions]. There seems to be no further audio questions. I would like to hand back for webcast questions.

So the first question on the webcast is, could you elaborate more on by -- with us, backing up Q3 numbers that did flat on EBITDA down significantly should we expect the same for Q4? And finally, could you provide information on how you plan to finance typical acquisition? And will this be broadly sanitated loan?

Yes. So as we mentioned during the call, Q3, we are comparing with a year with and also with adverse sports results in September that we didn't have last year. So it's -- to compare in Q3, yes, there are reasons why our results in Q3 in Banijay Gaming are not progressing, but -- all in all, I think I would like to -- once again, we are very happy with our development in sports betting and gaming when you have an increase by 23% of your players, it's a very good result. And when you have a double-digit growth compared to a year with a lot of events in sport you have also to see that. We are a company which is very much sports-driven compared to others. So we are really connected to the sports event.

On how we are going to finance the typical acquisition. So as I mentioned earlier, today, this is financed by which is secured by existing banks of the group. Of course, we are going to go to the market to finance it on the credit market.

I move on to the second question. Please, can you give more detail on what is rising ratio performance in the entertainment revenue guidance? And are these delays in Q1 '26 and will be impact shareholders for 2026 as a result.

So in the current market environment, more specifically maybe in the U.S., our clients prefer to recognize their content cost in 2026 instead of 2025. That's why we saw this slippage for a small number of shows, and that has been postponed in 2026.

So if we don't have any other questions, I close the call, if you want to say any last words.

No. Thank you, and we will give more update on the full year. As mentioned, the full year will be the opportunity for us to update our guidance, including typical on the midterm. And of course, thank you for attending this call.

Thank you. Bye.

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.

Thank you very much. Good morning, everyone, and thank you for joining at a very short notice this call to share with us a very exciting moment for Banijay Group. Banijay Group is acquiring Tipico, the undisputed leader of sports betting and online gaming in Germany and Austria. I'm Francois Riahi, CEO of Banijay Group, and I'm here with Sophie Kurinckx-Leclerc, CFO, to walk you through the key aspects of the largest acquisition process by the group so far. Of course, Sophie and myself will be happy to answer your questions.

So first, we will present the transaction. And second, we will present an overview of what Tipico is today. Third, the strategic rationale behind this strategic move before providing the wrap-up, and we open the call for questions. As already mentioned, Banijay Group signed yesterday -- or actually this morning, a binding agreement with CVC and Tipico's founders to acquire Tipico Group, the leader of sports betting and gaming operator in Germany and Austria. Through this transaction, Banijay Group becomes the majority shareholder of a new European champion in sports betting and online gaming, combining Betclic and Tipico and becoming #1 of sports betting in Continental Europe.

As explained during our Capital Markets Day last May, Banijay Group is a natural consolidator of the entertainment industry, building leading positions across every segment we operate in. In content production, we carried out 2 transformative acquisitions in 2015 and 2020, which made us the world's leading audiovisual producer with Banijay Entertainment. In 2023, we entered the live business and in just 2 years, we've become the leading producers globally of ceremonies. In sports betting and gaming, our growth so far has been vastly organic, focused on building a strong, scalable and proprietary tech architecture.

Thanks to our strong organic growth over the last years, Betclic has developed leadership positions in 4 countries organically. And today, we are taking a new step forward. With the acquisition of Tipico, we are creating a true European champion of sports betting and online gaming, aligning our leadership positions in our different businesses. This transaction is transformative for the group given its size. After the transaction, as you can see on the slide, the content business and the sports betting business will be roughly the same size.

With 2024 pro forma numbers, our revenues of EUR 6.4 billion in 2024 would be almost evenly split with EUR 3.3 billion coming from TV productions and live content and EUR 3 billion coming from the sports betting and gaming business compared to EUR 1.5 billion on a reported basis. Before entering the rationale of this transaction, I would like to say that -- typical has been familiar to us for many, many years. Why is that?

Because Betclic and Tipico share the same DNA and entrepreneurial and tech-driven spirit, and we run businesses of similar scale and nature, customer-centric platforms built first for sports fan, local market champions with strong brands, operating exclusively in regulated markets. This is a weighting between equals in size and similar [indiscernible]. But this similarity comes with a very important element of complementarity, the geographies. Today, in sports betting, we hold leadership positions in 4 countries with Betclic. Tipico will bring 2 new ones without overlapping.

Together, we will be stronger to continue growing at high pace, and we will be more diversified. This acquisition perfectly delivers on the ambition we set out during our CMD, either to develop in new markets where regulation is starting or buying leadership positions in new large markets. That's the second one for this transaction. This combination also brings two highly profitable cash-generative growth engines under one roof. It will create significant value by sharing best practices, pulling capabilities and expertise and leveraging greater scale to expand market reach, but Sophie will come back later on that.

We often discussed in the past with Tipico shareholders how much a combination of Betclic and Tipico would make sense. This is happening today without going through a competitive process, thanks to our shared vision, a shared vision, which is not only words, but commitments. Tipico founders are rolling over 100% of their stake in Tipico in the combined company when CVC is also rolling over a part of their shares. All the shareholders of Betclic and Tipico believe in the rationale and the value creation potential of this combination and will benefit from it.

Let's move to the transaction overview. This operation will take the form of a combination of Tipico and Betclic following the acquisition of Tipico, including Admiral Austria by Banijay Group. As I just mentioned, Tipico founders will roll over 100% of their shares into Banijay Gaming with 0 cash out. Banijay Group will buy the majority of the stake of CVC shares, while the remaining portion of CVC shares will be rolled over into Banijay Gaming, same for Tipico's managers. As a result of this rollover, the founders of both Betclic and Tipico will remain long-term shareholders alongside Banijay Group, reflecting a lasting partnership and very strong confidence in future value creation.

Now regarding the proposed structure. At completion, Banijay Group will own 65% of the combined entity, Betclic and Tipico's founders 28%, while CVC and the management team of Tipico will together hold 7% with options agreed with Banijay Group to acquire their stake. In the target structure, Banijay Group will hold at least 72% of the capital, while the remaining shares will be held by the founders of Betclic and Tipico. In the context of the combination of Betclic and Tipico Groups, the financial terms agreed have been based on very close respective valuations of EUR 4.8 billion for Betclic and EUR 4.6 billion for Tipico.

That's why I was mentioning a kind of weighting between equal-sized company, resulting in a combined enterprise value of EUR 9.4 billion. Regarding the financing terms, Sophie will come back on it later in the presentation, but it is worth mentioning that we expect a fast deleveraging, which is a key element for this deal. In terms of next steps, the proposed transaction is subject to customary conditions precedent, in particular, the approvals regarding the merger control and gambling regulators.

The closing of the transaction is expected by mid-2026. We also plan to divest our 53.9% stake in Bet-at-home, a listed German online gaming and sports betting company. Let's move now to a short presentation of Tipico Group. Tipico is a little bit the German Betclic. It is the undisputed leading sports betting and online gaming operator in Germany. And since the acquisition of Admiral Austria in September 2025, it is now also the sports betting and retail slots leader in Austria, both 100% regulated markets.

It's above all a platform designed for sports fan with 86% of its revenue coming from online and off-line sports betting in Germany, is slightly higher than that peak. Tipico is almost a synonym for sports betting in Germany, the reference brand, the one everyone knows and uses. 9 out of 10 sports better in Germany know Tipico, and it's the most searched sports betting app on Google by far.

Beyond sports betting, Tipico also offers online casino table games and slots in Germany and through Admiral, retail slot machines in Austria, creating a diversified platform that boosts cross-selling and engagement across products. The strong recognition of Tipico as a sports betting leader has been built through a dual model combining digital and retail, with 62% of revenue coming from online activities and 38% from its retail network. In Germany and Austria, having a physical presence really matters. It is an important driver of brand awareness. That is why it is a real competitive advantage.

It is new to us as Betclic doesn't have a retail presence, so it's adding a new capability in our group. This strong presence, both online and offline represents today around 2 million unique active players online and a network of 1,250 shops -- 1,250 shops across both countries. Tipico operates under fully proprietary technology platform at scale with impressive KPIs, over 8,000 transactions per minute at peak, more than 3 million updates per day, over 50,000 retail and mobile requests per second and a combined Tipico plus Admiral tech team of more than 580 full-time employees.

This results in a trusted and reliable application recognized as best-in-class product. Tipico's app is the highest rated on iOS and Android in its market with an average score of 4.7 out of 5. And it's also the most downloaded betting app holding twice as much downloads as its nearest competitor. If you followed our Capital Markets Day, the similarities on this point with Betclic will seem obvious to you. In short, Tipico is the go-to platform for sports fans in Germany and Austria, a brand that combines trust, scale and technology to deliver the best betting experience on the market. That's what we would say also of Betclic on its market.

Let's now take a closer look at the rationale behind this combination and how it will unlock significant value for the group. First, if we look at the European sports betting and gaming players, excluding lotteries, we see that before the transaction, Tipico and Betclic ranked respectively, #7 and #8. By bringing together the 2 sports betting and online gaming leaders in their local markets, Banijay Gaming is now changing scale and moving up as the fourth largest European sports betting and gaming player, doubling its scale in revenue as well as in EBITDA and cash flow with EUR 3 billion on a pro forma basis.

It is also worth noting that Banijay Gaming will become #1 in sports betting and #2 in gaming in Continental Europe as Flutter and Entain have a strong presence in the English-speaking countries, the U.S., the U.K., Australia, et cetera. The next slide will illustrate the strong presence in Continental Europe. As you may know, the most important in our industry is not total scale, even if it matters, but positions on the markets where you are operating as each market is different, regulated by different authorities with different customer preferences.

Because of the importance of fixed costs, having leadership positions is of the utmost importance to be profitable and in a situation to increase your market share. Today, we already have leading positions across 4 countries, in France, Portugal, Poland and Côte d’Ivoire, which makes us already a strong, fast-growing and diversified operator. With the addition of Tipico and Admiral Austria within Banijay Gaming umbrella, we increased the number of local champions from 4 to 6.

As clearly shown on the map, this transaction gives us a truly pan-European footprint with leadership positions in 3 out of the 5 most populated EU countries and in total, in 6 countries covering approximately 240 million people. And what's even more exciting is that these are still largely underpenetrated markets, offering us significant headroom to grow further, not to mention the opportunities that could come up if regulation evolves on specific products, including end of monopoly or regulation of new products.

Let's now have a look at the governance structure of the new combined entity. It is worth mentioning that in the context of this deal, our first priority is to ensure smooth integration, including operational continuity, business momentum and cultural alignment, especially with the 2026 World Cup coming. That's why each brand will keep its own DNA and identity while leveraging on complementarity and respective strengths on both proprietary platforms.

Integration is never easy, but it is not new to us. Building on our strong track record of 45 acquisitions realized since 2008 and 2 transformative ones at Banijay Entertainment level, we have already demonstrated our ability to unify champions and deliver value creation. One of the most important things in this business is the people. Having teams with deep industry experience and proven track record is what truly drives performance.

So it came naturally to unite pioneers of the industry. Banijay Gaming future Board of Directors will be composed of Nicolas Béraud, Founder and current CEO of Betclic as Chairman as of January 1, 2026; and Joachim Baca, who has extensive knowledge of this industry, former CEO of Tipico as this Chairman. At executive level, Julien Brun, current COO of Betclic since 2017 will step up as new CEO of Betclic; and Axel Hefer, current CEO of Tipico, will keep his position. This is a unique team in terms of experience, know-how and track record of value creation in this industry.

The founders of both groups, Betclic and Tipico, will remain long-term shareholders in Banijay Gaming alongside Banijay Group, reflecting a long-term partnership and full alignment on future value creation. And their knowledge, and I'm talking here about the typical founders of the German and Austrian market, will be great assets for the Board. As you can see, this is a very exciting project on a strategic point of view.

Now I leave the floor to Sophie that will give you further details on financials and value creation of this accretive deal.

Thank you, Francois. On this slide, you can have an idea on how the business profile of Banijay Gaming will look like post combination. By combining Betclic, Tipico and Admiral Austria, Banijay Gaming will gather 6.5 million unique active players on a monthly basis average for the year, increasing by almost 2 million. And secondly, 1,250 shops, the largest sports betting network in Germany and Austria, including stationary and franchise shops.

The DNA will remain unchanged. First, sports fan-centric with 82% of revenue generated on sportsbook activities and digital-first platform while moving from a pure online player to a more diversified omnichannel model with approximately 80% of sales generated online and 20% offline. On the 2024 pro forma basis, the combined Betclic and Tipico generated over EUR 3 billion in revenue and EUR 854 million in adjusted EBITDA, resulting in a joint EBITDA margin of 28%, an increase of 100 basis points compared to Betclic on a stand-alone basis, mainly explained by lower amount of betting taxes as a percentage of revenue at Tipico.

The combined pro forma adjusted free cash flow amounts to EUR 716 million, a strong cash conversion of 84%, slightly lower than Betclic stand-alone, reflecting the cash out from lease relating to the retail business of Tipico. Adjusted operating free cash flow amounts to EUR 684 million on a pro forma basis as well as a high conversion of 80% accretive at group level. As mentioned earlier, our main priority is to ensure operational continuity and business momentum to drive successful integration and maximize value creation.

Betclic and Tipico are today very successful, and we won't do anything which could jeopardize this success. That's why we plan to break down the synergies execution plan in 2 phases. The first one focusing on stabilization while delivering revenue and cost synergies before deploying in a second phase, an integration plan, initiating IT and platform conversions.

By 2028, we expect to generate approximately EUR 100 million of synergies on a yearly basis. In terms of top line growth, our strategy will focus on: first, accelerate product innovation to pioneer the next generation of user experience by leveraging the best from each platform, including technology and talent with the support of highly experienced management teams, a combined pool of more than 1,200 tech experts across the group. This business is about tech and innovation.

Second, scaling innovation across markets by rolling out local successes of each platform across our footprint adjusted with local specificities. And we have already identified products on both sides that could easily be deployed by the other platforms. Third, unlocking new growth frontiers, capitalizing on complementary strengths and knowledge from Betclic and Tipico. An example here could be on poker and Betclic already operates online poker in France with strong position as #2 in the market.

Tipico could leverage this knowledge to develop in this field as online poker in Germany is regulated and open to competition. There will be also opportunities to optimize OpEx and CapEx of these 2 growing businesses through, first, the optimization of infrastructure and tech efficiency and of course, secondly, leveraging the shared procurement power across entities to capture economies of scale with key suppliers. We strongly believe Betclic and Tipico create a powerful combination that can be leveraged for growth and efficiency.

Let's move now to the summary and see how Banijay Group will benefit from this exciting development. The deal we announced today is a major step in the history of Banijay Group. It is simply the largest deal ever in terms of enterprise value and EBITDA contributed. After years of organic development in the sports betting and gaming industry, focusing on building the best infrastructure platform and delivering the highest growth in the market, we are now reaching a major milestone with this consolidation transaction in the sports betting and gaming industry.

And this move perfectly illustrates our position as the natural consolidator of the Entertainment industry. Our ambition is turned into action. This transaction is clearly accretive financially. We are acquiring a highly profitable and cash-generative company, allowing us to achieve strategic ambitions, but also which will be an enhancer of value creation for the benefit of the shareholders of Banijay Group. At group level, on a pro forma basis in 2024 and excluding synergies, our adjusted EBITDA margin increased by 280 basis points.

We maintain our strong adjusted cash flow conversion rate of 80% and we improved our adjusted operating free cash flow conversion above 65%. And we expect our leverage to decrease below 2.5x within 3 years after the closing, driven by a strong cash flow generation that will support the deleveraging of the group and the increasing stake of Banijay Group into Banijay Gaming. Excluding any exercise of call options, deleveraging is expected to be around 0.5x per year.

As a result, the new Banijay Group based on 2024 pro forma figures delivers EUR 6.4 billion in revenue, an increase of EUR 1.6 billion. EUR 1.4 billion in adjusted EBITDA, represented -- representing a 22% adjusted EBITDA margin compared to 19% before transaction and EUR 1.1 billion in adjusted free cash flow and EUR 1 billion in adjusted operating free cash flow, representing strong conversion rate of 81% and 71%, respectively. This is just pro forma figures for 2024, and we will update our financial targets for 2028 in due course as we have communicated them on an organic basis. Thank you for listening to this presentation, and now we are ready to answer your questions.

[Operator Instructions] We will now take our first question from the line of Davide Amorim from Berenberg.

Just 3 on my side. Is your goal to keep Tipico Retail shop is more capital intensive as you just explained and will impact Banijay Gaming free cash flow generation? The second question, after the integration of Tipico, do you still expect to grow at double digit inorganic top line revenue as Banijay Gaming has been able to done in the past? And lastly, why not bringing the 2 platforms of Banijay Gaming and Tipico under the same roof because you have been developing the Banijay Gaming in the past, and it would have been even more accretive on the synergy side.

Thank you for your questions. I will try to go through it and Sophie will complement also. On the retail shops, of course, we intend to keep the retail shops of Tipico. It's an integral part of the business model of Tipico. In Germany and Austria, as in other countries like Italy, for example, retail shops are very strategic also for the brand awareness, for the brand visibility. And clearly, it's a competitive advantage of Tipico and it's also the case for Admiral in Austria. And maybe I will let Sophie comment on the free cash flow elements on Tipico. We are not yet updating our guidance on that we gave during the CMD. We still have to work on it to include the synergies, et cetera. But -- so I'm not going to say that we are going to continue to grow at double digit yet, but I expect to say it later.

But clearly, this is a growth transaction. It's a transaction about growth because, of course, and it comes also to your third point, there will be some efficiencies, some cost synergies, and that's for sure. But when you grow at double digit, when you are in a dynamic industry like where we are, I think the most important element is to catch up the growth to be able to grow even further, as Sophie was explaining by using this is the best of both companies, et cetera. So this is really a deal about growth. It's not a deal about cutting costs, of course.

Then in terms of IT platforms, of course, there will be a convergence of IT platforms. But it's not as if we were buying a small operator and putting a very good technology on them or -- it is we are talking about two companies that are best-in-class in technology in their different markets. That's why I was talking about very similar animals. We have very good competencies on IT, on both sides, on tech, on product. So we'll take our time to have a convergence of platforms and building a very strong synergies, always first to get more growth, but of course, it will come with cost efficiencies as you know in our business, we are talking about tech, it's about investing in new AI tools in the cloud. Of course, both companies are cloud-based, et cetera. So there will be synergies for sure in the IT, but the point is not just to kill one platform and to put our platform instead. That could have been the case with a weaker player than Tipico. But here, we are talking about a strong player, and it's even more exciting in terms of growth creation and value creation.

Just on the first question on the operating free cash flow. Well, despite we have this new retail shop that you're right, increased our lease expense. We keep very high level of conversion rate. And we even increased our adjusted operating free cash flow conversion rate. So we are still in the same range, and we remain confident on this. In addition to what Francois mentioned, just for you to know, we, of course, will provide you with a new guidance during our annual results as we will -- well, we provided previously the guidance only on an organic growth basis.

And just if I can follow up, maybe I missed it during the presentation, but is it possible to share the Tipico growth profile over the last 5 years? And for the EUR 100 million synergy, what could be the top line for this amount -- the time line, sorry, for this amount?

I think what Sophie said about the EUR 100 million is within 3 years. And on the growth of Tipico, we have some figures, I think, well we don't have some figures. Okay. So Tipico has been growing significantly in the past years. But again, we'll give you more update. We'll update our figures on the guidance with this transaction. It's only the signing. We still have some work to do, but we'll update you in due course on our new targets because, of course, our targets in the CMD were only including organic growth. So already with this transaction, we exceed the target of EBITDA of 2028. And of course, it will need an update on our figures.

But we believe -- maybe just to elaborate on your point before we give some figures. We believe in the capacity to have more growth in Germany. Germany has gone through, I would say, tough regulation implementation in the past years, and it has been fueling the black market actually in Germany. And we believe that now the German authorities are more sensitive to the topic and that, in fact, there will be opportunities to benefit more from the German market.

[Operator Instructions] well, there are no phone questions at this time. I'll turn the conference back to the room for any questions from the webcast.

Okay. Let's go through the different questions on the webcast. So the first one is current Banijay's debt will be refinanced.

Well, no, it will stay as we -- well, there is no reason why we should refinance this debt.

The second one is, can you please confirm that part of the EUR 3 billion financing package will be financed through debt or an net stream of cash value from the Banijay Entertainment Group?

Sure.

Sure. Well, in fact, the EUR 3 billion financing package will be financed through new debt at Banijay Gaming.

So with no interference whatsoever with Banijay Entertainment debt or cash flow.

Can you please specify the certain financing package, please?

This is -- well, we secured a debt to finance this operation for EUR 3 billion.

Next question is, could we have more details about the IT platform of Tipico and how many platforms are supporting the Tipico development?

Again, as I said, Tipico is very similar to Betclic. So it's really -- it has not been growing through acquisition, but through organic growth, except for Admiral, which has been closed in September 2025, and it will be integrated on Tipico platform. So we have Tipico basically as one platform supporting its development, just like Betclic.

And the next question is, who are the main competitors? And can you come back on Tipico market share, including by type of segment?

So no, we are not going to disclose the market shares. The main competitors in Germany are, I would say, global brands. So brands that are present in different countries like bet365, like Betano, like Bwin. And in -- yes, that's the point.

Okay. Next question, maybe we'll split the question into two. Considering the substantial investment in the Tipico acquisition, what is management's current view on the group's firepower for future M&A, particularly in the entertainment and live division. We understand the focus on consolidating the gaming sector, but we will appreciate insights into whether the significant transaction impacts the ability or willingness to pursue meaningful acquisition opportunities in the entertainment space in the near to medium term.

Thank you. So as we mentioned during our Capital Markets Day, we believe that our industry and the segments of the industry where we are operating are consolidating, and we want to be able to seize opportunities to take part in this consolidation and to lead this consolidation. So we have today the opportunity to do it on the sports betting business with this important acquisition. It doesn't change our view on the content business, which we believe is also consolidating and that we are also monitoring carefully. Of course, there are financial limits to what we can do. But in the same time, as Sophie was saying, we are buying a company with strong cash flow generation and the deleveraging will be -- we expect it to be quick. And so in no way, it reduces our ambition on the content business. But of course, we'll take into account the impact of this transaction on our financials.

And regarding the second part of the question, Tipico is highlighted as a leader in sports betting and online gaming in Germany and Austria, markets stated as fully regulated. Could you discuss the regulatory landscape in these key markets for Tipico, specifically comparing the level and nature of regulation to that of France? Furthermore, are there any anticipated regulatory changes or evolving legislative discussions in Germany or Austria that could either positively or negatively impact Tipico's business operations, profitability or market positions in the coming years?

Yes.

So maybe we'll say more about it in our next presentation of financial results because we are just entering into the German and Austrian market as leaders. So as mentioned, Germany and Austria are today fully regulated. In Germany, sports betting is now regulated. It has been, I would say, a recent regulation and license granting to players. The betting offer include certain restrictions, especially in terms of limits of deposits for the players. Other than that, it's quite similar to the French market. The difference in Germany is the online casino is permitted, which is not the case in France, also with very thorough regulation but it's permitted. I believe, as Sophie was saying, that poker is also permitted, but today, Tipico is not active in this segment. So we have identified that as a potential synergy.

In Austria, sports betting is regulated and quite similar to the French market. On online casino, it is a state monopoly. There are some, I would say, view that potentially it could be open at competition at a certain time, but it's not the case for the moment. So Admiral is not active in that. But in retail, certain federal states permit slot machine offering outside of casino and Admiral is licensed to operate in all of them. So that's the state of the regulation in the 2 countries.

Next question. What are the costs associated with the acquisition and integration?

Well, today, what we presented you in the combined figures don't take into account the cost of the integration, neither the synergies. So we just provided you with the amount of synergies that could be delivered by this deal, both on revenue and cost and CapEx side.

Next question from Christophe of Bernstein. This strategic move, obviously, is a milestone in the history of Banijay. Congratulations. Will the generated cash flow of the next years will be invested in further inorganic growth? Or will the management focus on integrating this transaction on organic growth in the near future?

Thank you, Christophe, for this question. Of course, the answer is very clear. It's a very large transaction, very large acquisition and the focus of our teams will be on integration and not on doing more M&A in the short term. It's a very strong industrial project that we want to make it right. We believe that this acquisition positions us as a consolidator of this business moving forward. But it is clear that the first -- I would say, our first focus will be to digest and to create value with this acquisition.

Next, on a long-term view, with a growing position in the sports and gaming area, does it make sense to keep together the two activities, production, distribution and gaming?

No, at games we're seeing on the long-term view, we are all better. So it's difficult to say things forever. But I think we presented during our Capital Markets Day a quite clear view on our strategy and this deal is the testimony that we are delivering on this strategy and that this strategy is a good one. Clearly, so -- but again, I think -- we cannot say things forever.

On the next question regarding market share on competitors, I think that Francois already covered this question. And the next one is what are the interest cost of the financing package?

Well, the current negotiated cost of debt is not final as we are at the signing and we have obtained an underpricing from our main financial partners. But we secured this additional EUR 3.1 billion of financing with a margin consistent with what we have for the book level today.

Next question. What is the plan to increase the free float?

It's, of course, an important question. And clearly, it remains a strong priority for us, and we are going to explore how this transaction can help us in reaching this, in progressing in this direction. But clearly, so we'll update you as soon as we have a plan.

And the next question is on the market. Could you provide more details of the German betting market and growth, how consolidated or fragmented it is? And what are the regulation changes you mentioned?

It's a little bit early for us to go into too many details on this because as I mentioned, we believe that there are real opportunities in this market and that we will be able to leverage, I would say, the strength of the new group to define what are our ambitions on this market. So all in all, it's a market where the online penetration of gaming remains relatively low compared to Western European peers. So we believe there's a strong upside potential for online migration, which is improving the profitability of the activity. And we will share more figures when we update our targets. Of course, Germany is the most populated country in the European Union, strong appetite for sports, for football. Austria is a smaller country, but with the same characteristics. So we believe that these markets are quite good market for us moving forward.

Sorry, Marie told me that there is a question on the call.

Yes, we have a follow-up question from the line of Davide Amorim from Berenberg.

Yes. Sorry, just a follow-up on my side. Is it possible to have the revenue split between Germany and Austria for the Tipico Group? And Francois, you just mentioned that the penetration rate in Germany is very low compared to the other European countries. What is the reason behind it?

We don't provide the revenue by country.

But clearly, Germany is the bulk of the revenues. It's a far larger country. So I would say Tipico and Admiral have the same type of prevalence in their markets. So it's really a factor of the size of the respective markets. And your second question was on -- so I said that -- I didn't say that it was very low, the online gaming penetration. It's lower than the average in Europe, and there's still some catch-up to do, which should fuel the growth of the EBITDA.

Yes. Maybe just one question more. How we manage the combined entity?

So we'll get some more clarity on the future governance with NICOLAS BÉRAUD moving at, I would say, the combination level with JOACHIM BACA to support him and with executive CEOs both at Betclic and Tipico level, following what Sophie was saying on the fact that it's very important to have the two companies continuing to perform strongly and being focused on delivering on their plan, which is ambitious.

Okay. Thank you all of you. Do you want to say a word before we close the call?

No, thank you. Thank you. We're very happy to have shared that with you, and thank you for your interest in this transaction. We believe it's clearly a milestone and a transformative deal and quite excited to build this strong European project, which makes sense. Thank you very much.