8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 21, 2022 (January 20, 2022)

Cohn Robbins Holdings Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39454	98-1547852
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 N. West Street, Suite 1200 Wilmington, DE	19801
(Address of principal executive offices)	(Zip Code)

(302) 295-4937
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A ordinary share and one-third of one redeemable warrant	CRHC.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	CRHC	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CRHC WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 1.01 Entry into a Material Definitive Agreement.

On January 20, 2022, Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“Cohn Robbins”), Sazka Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Sazka”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US HoldCo LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Swiss NewCo (“US HoldCo”), and Allwyn Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of US HoldCo (“DE Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Cohn Robbins, Swiss NewCo and Sazka, respectively, and by the members of US HoldCo and DE Merger Sub. The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:

(i) (a) Cohn Robbins will merge with and into DE Merger Sub with DE Merger Sub surviving (the “Merger” and, the closing of the Merger, the “Merger Closing,” and, the time at which the Merger becomes effective, the “Merger Effective Time”), and (b) following the Merger, DE Merger Sub will liquidate its assets to US HoldCo and, following such liquidation, US HoldCo will liquidate its assets to Swiss NewCo (the “Liquidations”). Swiss NewCo will have a dual-class share structure with super voting rights for KKCG AG, a Swiss stock corporation (“KKCG”), the majority shareholder of Sazka;

(ii) at the Merger Effective Time, (a) each share of Class A ordinary shares, par value $0.0001 per share, of Cohn Robbins (“Cohn Robbins Class A Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive the number of newly issued shares of Class B ordinary shares, nominal value CHF 0.04 per share of Swiss NewCo (“Swiss NewCo Class B Shares”) equal to the lower of: (1) 1.4; and (2) (y) (A) the Post-Redemption Acquiror Share Number (as defined in the Business Combination Agreement), plus (B) 6,624,000 divided by (z) the Post-Redemption Acquiror Share Number (the lower of (1) and (2), the “Class B Exchange Ratio”); (c) Swiss NewCo will issue a right to acquire Swiss NewCo Class B Shares in exchange for warrants to acquire Cohn Robbins Class A Common Stock, issued in Cohn Robbins’ initial public offering, at an initial exercise price of $11.50 per share (“Cohn Robbins Warrants”), to be transferred immediately to holders of Cohn Robbins Warrants as may be adjusted pursuant to a Warrant Assignment, Assumption and Amendment Agreement; and

(iii) following the Liquidations, the Exchange Agent (as defined in the Business Combination Agreement) will contribute (a) all of the issued and outstanding capital stock of Sazka (and previously transferred before the Merger to the Exchange Agent into escrow) (the “Acquisition Transfer, and together with the Merger, the “Business Combination” and, the closing of the Acquisition Transfer, the “Acquisition Closing”, the date of Acquisition Closing, the “Acquisition Closing Date” and the time at which the Acquisition Transfer becomes effective, the “Acquisition Effective Time”) and (b) the PIPE Investment (as defined below) (transferred to the Exchange Agent before the Merger and held in escrow) to Swiss NewCo (1) partially as equity contribution into the capital contribution reserves and (2) partially against the KKCG Cash Consideration (as defined below). In return, the Exchange Agent will deliver (x) to KKCG 2,015,069,102 of the shares of Swiss NewCo Class A ordinary shares, nominal value CHF 0.01 per share (“Swiss NewCo Class A Shares”) (which does not include 10,000,000 Swiss NewCo Class A Shares already held by KKCG) and 185,000,000 of the shares of Swiss NewCo Class B Shares (which includes 30,000,000 Swiss NewCo Class B Shares subject to certain vesting and forfeiture provisions), (y) to KKCG the KKCG Cash Consideration as described below and (z) to the PIPE Investors (as defined below) 35,300,000 shares of Swiss NewCo Class B Shares, as adjusted by Class B Exchange Ratio and the terms of such agreements.

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At or substantially concurrently with the Acquisition Effective Time, Swiss NewCo will distribute Available Acquiror Cash (as defined under the Business Combination Agreement) in the following order of priority: (i) first, to pay transaction expenses of Cohn Robbins and Sazka, (ii) second, paid to Primrose Holdings (Lux) S.à r.l the Primrose Cash Distribution (as defined in the Business Combination Agreement) (ii), (iii) third, paid as KKCG Cash Consideration, to KKCG up to and until the sum of distributions made pursuant to clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up to and until the amount retained pursuant to this clause (iv) is equal to the product of (a) $850 million less Transaction Expenses payable in clause (i) (“Net Minimum Cash”), multiplied by (b) the fraction 3/2 (c) less the Net Minimum Cash and (v) fifth, one-third of any remaining amount shall be retained on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG (clauses (i) through (v), the “KKCG Cash Consideration”).

The holders of Cohn Robbins Class A Common Stock that do not elect to redeem their shares in connection with the Business Combination will share in a pool of up to 6.6 million additional shares of Swiss NewCo Class B Shares, based on the Class B Exchange Ratio of between 1.08 and 1.4, depending on the number of unredeemed shares and subject to a redemption cap of 80%. Assuming a price of $10.00 per share of Cohn Robbins Class A Common Stock at the Merger Closing, each share of Cohn Robbins Class A Common Stock would receive shares of Swiss NewCo Class B Shares with a value ranging between $10.80 (assuming no redemptions by the stockholders of Cohn Robbins (the “Cohn Robbins Stockholders”)) and $14.00 (assuming redemptions resulting in the maximum Class B Exchange Ratio and waiver of the minimum cash condition to the Business Combination Agreement).

The Merger Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Business Combination Agreement.

On January 20, 2022, Cohn Robbins announced entry into a Sponsor Agreement (the “Sponsor Agreement”), by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohn Robbins, Swiss NewCo, Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Insiders”) and Sazka, pursuant to which the Sponsor has agreed that, immediately prior to the consummation of the Merger (but subject to the prior satisfaction of all of the conditions to consummation of the Merger set forth in Article X of the Business Combination Agreement), Sponsor shall contribute, transfer, assign, convey and deliver to Cohn Robbins all of each Sponsor’s right, title and interest in, to and under such Sponsor’s shares of Cohn Robbins Class B common stock, par value $0.0001 per share in exchange for shares of Cohn Robbins Class A Common Stock (the “Share Conversion”). In connection with the Share Conversion, (i) 20,540,000 outstanding shares of Cohn Robbins Class B Common Stock held by the Sponsor shall be exchanged and converted into the number of shares of Cohn Robbins Class A Common Stock equal to (i) 17,253,600 divided by (ii) the Class B Exchange Ratio and (ii) 160,000 outstanding shares of Cohn Robbins Class B Common Stock held by Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall shall be exchanged and converted into (i) 160,000 divided by (ii) the Class B Exchange Ratio shares of Cohn Robbins Class A Common Stock.

Under the Sponsor Agreement, the Sponsor has agreed, among other things, that, (i) immediately prior to the consummation of the Merger (but subject to the prior satisfaction of all of the conditions to consummation of the Merger set forth in Article X of the Business Combination Agreement), the Sponsor shall automatically irrevocably surrender and forfeit to Cohn Robbins for no consideration, as a contribution to capital, a certain number of warrants, as defined therein, to purchase Cohn Robbins Class A Common Stock at a strike price of eleven dollars fifty cents ($11.50) and (ii) shares of Swiss NewCo Class B Shares held by the Sponsor will be subject to certain vesting and lock-up terms.

On January 20, 2022, concurrently with the execution of the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into subscription agreements (the “PIPE Subscription Agreements”) with certain investors (the “Non-Insider PIPE Investors”) and the Sponsor (the “Insider PIPE Investors”) (the Non-Insider PIPE Investors and the Insider PIPE Investors, the “PIPE Investors,” and each, a “PIPE Investor”), pursuant to which the PIPE Investors who are parties thereto agreed to purchase, severally and not jointly, and Swiss NewCo agreed to issue and sell to such PIPE Investors, Swiss NewCo Class B Shares (the “PIPE Subscribed Shares”) equal to (x) an aggregate amount of Base Shares (as defined in the PIPE Subscription Agreements) purchased at $10.00 per share multiplied by (y) (i) in case of the Insider PIPE Investors, 1.08 and (ii) in case of the Non-Insider PIPE Investors, the Class B Exchange Ratio, for gross proceeds of $353 million, in private placements to close substantially concurrently with the closing of the Business Combination (the “PIPE Investment”). The PIPE Investment is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

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On, January 20, 2022, Cohn Robbins announced entry into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among the Sponsor, Cohn Robbins, Swiss NewCo, the Insiders and Sazka, pursuant to which the Sponsor agreed to, among other things, vote in favor of the Business Combination Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement.

On, January 20, 2022, Cohn Robbins also announced entry into a Shareholder Support Agreement (the “Shareholder Support Agreement”), by and among Cohn Robbins, Sazka, Swiss NewCo and KKCG. Pursuant to the Shareholder Support Agreement, KKCG agreed to, among other things, vote to approve and adopt the effectiveness of the Business Combination Agreement and all other documents and transactions contemplated thereby, subject to the terms and conditions of the Shareholder Support Agreement, and do all other things to facilitate, accelerate or further the Business Combination and all other documents and transactions contemplated thereby.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investment is incorporated by reference in this Item 3.02. The PIPE Subscribed Shares to be issued in connection with the PIPE Investment will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On January 21, 2022, Cohn Robbins and Sazka issued a joint press release (the “Press Release”) announcing the execution of the Business Combination Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated herein by reference is the investor presentation first made available on January 21, 2022, for use by Cohn Robbins in meetings with certain of its stockholders as well as other persons with respect to the Business Combination, as described in this Current Report on Form 8-K.

Attached as Exhibit 99.3 and incorporated herein by reference is the transcript from an audio recording first made available to Cohn Robbins shareholders on January 21, 2022, in which executives from Cohn Robbins and Sazka discuss the Business Combination as set forth in the investor presentation attached hereto as Exhibit 99.2 and as described in this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Cohn Robbins under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.

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Additional Information about the Business Combination and Where to Find It.

In connection with the Business Combination, Swiss NewCo will file the Registration Statement with the SEC. The Registration Statement will include a proxy statement of Cohn Robbins and a prospectus of Swiss NewCo, referred to as a proxy statement/prospectus. The proxy statement/prospectus will be sent to all Cohn Robbins Stockholders. Additionally, Swiss NewCo and Cohn Robbins will file other relevant materials with the SEC in connection with the Business Combination. Copies of the Registration Statement, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Before making any voting or investment decision, investors and security holders of Cohn Robbins are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC in connection with the Business Combination because they will contain important information about the Business Combination and the parties to the Business Combination.

Participants in Solicitation

Cohn Robbins, Sazka and Swiss NewCo and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Cohn Robbins Stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Cohn Robbins’ directors and officers in Cohn Robbins’ filings with the SEC, including Cohn Robbins’ registration statement on Form S-1, dated as of September 8, 2020. To the extent that holdings of Cohn Robbins’ securities have changed from the amounts reported in Cohn Robbins’ registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Cohn Robbins Stockholders in connection with the Business Combination will be included in the proxy statement/prospectus relating to the Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This Current Report on Form 8-K shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of Cohn Robbins or Sazka, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

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Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the Business Combination between Cohn Robbins and Sazka. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,” “seek,” “outlook” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements include, without limitation, Sazka’s and Cohn Robbins’ expectations with respect to anticipated financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, and the timing of the completion of the Business Combination. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Cohn Robbins’ registration statement on Form S-1 (File No. 333-240277, its Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2020 and its subsequent Quarterly Reports on Form 10-Q. In addition, there will be risks and uncertainties described in the Form F-4 and other documents filed by Swiss NewCo and Cohn Robbins from time to time with the SEC. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside Sazka’s and Cohn Robbins’ control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against Cohn Robbins or Sazka following the announcement of the Business Combination; (2) the inability to complete the Business Combination, including due to the inability to concurrently close the Business Combination and the private placement of common stock or due to failure to obtain approval of the Cohn Robbins Stockholders; (3) the risk that the transaction may not be completed by Cohn Robbins’ business combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by Cohn Robbins; (4) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the Cohn Robbins Stockholders, the satisfaction of the minimum trust account amount following any redemptions by Cohn Robbins’ public stockholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (7) volatility in the price of Cohn Robbins’ securities; (8) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (9) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (10) costs related to the Business Combination; (11) changes in the applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the industry in which Sazka operates; (14) the impact of the global COVID-19 pandemic; (15) Sazka’s ability to obtain or maintain rights or licenses to operate in any market in which Sazka operates; (16) the potential inability of Sazka to raise additional capital needed to pursue its business objectives or to achieve efficiencies regarding other costs; (17) the enforceability of Sazka’s intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (18) other risks and uncertainties described in Cohn Robbins’ registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2020 and its subsequent Quarterly Reports on Form 10-Q. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. Sazka and Cohn Robbins caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. None of Sazka or Cohn Robbins gives any assurance that Sazka or Cohn Robbins will achieve its expectations. None of Sazka or Cohn Robbins undertakes or accepts any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of January 21, 2022.
99.2	Investor Presentation, dated as of January 21, 2022.
99.3	Transcript of Recorded Investor Presentation, released on January 21, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cohn Robbins Holdings Corp.
Date: January 21, 2022
	By:	/s/ Clifton S. Robbins
	Name:	Clifton S. Robbins
	Title:	Co-Chairman

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EX-99.1

Exhibit 99.1

   

PRESS RELEASE

Allwyn Entertainment, a Leading Multinational Lottery Operator, to Support Growth with New York Stock Exchange Listing in Partnership with Publicly-Traded Cohn Robbins Holdings Corp.

-Allwyn’s Total Enterprise Value in Proposed Transaction Expected to be Approximately $9.3 Billion; Transaction Provides CRHC Shareholders Discount to Enterprise Value-

-CRHC’s Sponsor Entity Commits $50 Million of Total PIPE Investment in Excess of $350 Million-

-Allwyn’s Strategy for Growth through Digitization, Acquisitions, License Tenders to be Strengthened by NYSE’s Premier Platform for Brand and Enhanced Capital Access-

LUCERNE, Switzerland and WILMINGTON, Delaware, United States, January 21, 2022 – Allwyn Entertainment, the new group-wide brand for SAZKA Entertainment AG (“Allwyn Entertainment” or “Allwyn” or the “Company”), a leading multinational lottery operator, today announced another significant step in its evolution to a global lottery-led entertainment platform: Allwyn’s intention to become a publicly-listed company on the New York Stock Exchange (NYSE) in partnership with NYSE-listed Cohn Robbins Holdings Corp. (CRHC), resulting in an expected total enterprise value for Allwyn of approximately $9.3 billion. As described below and subject to certain limitations, an innovative feature of the Transaction provides CRHC shareholders the opportunity to establish ownership stakes at a maximum enterprise value of approximately $8.7 billion. CRHC is Co-Chaired by its Co-Founders, Gary D. Cohn and Clifton S. Robbins.

Karel Komárek, Chairman of the Board of Allwyn and Founder of KKCG Investment Group, Allwyn’s majority owner, stated, “Listing on the NYSE is the next chapter in Allwyn’s history and track record of shared success benefitting players, communities, governments and investors. We forecast the business delivering attractive revenue, profit and cash flow growth, creating attractive long-term value for investors. Going public positions Allwyn to expand its shared success to more markets, while enhancing capital access to fund opportunities for accelerated growth. KKCG has known for years that Allwyn is an amazing business, and I am very proud that global investors will have the opportunity to participate in its further growth.”

Robert Chvatal, Chief Executive Officer of Allwyn, stated, “It is an opportune time for Allwyn to take this exciting step. Jurisdictions in Europe and North America should have higher expectations for the innovations their lotteries can deliver. With consumers expecting the option to experience and pay for entertainment online, Allwyn is building stronger, more individualized and more valuable relationships with our customers. We look forward to applying our experience in developing market-specific, culturally-attuned lottery entertainment to new customers and geographies as an NYSE-listed company.”

A Leader in the Large, Resilient and Growing Lottery Industry

The $300 billion global lottery industry is the largest constituent of the global gaming ecosystem by sales and wagers, with customer demographics and market dynamics characterized by high participation globally; resiliency through market cycles; and expected acceleration in growth from digitization and the trend toward increasing online sales.

With a history of robust organic growth complemented by value-accretive acquisitions, Allwyn’s management team has built a platform whose component businesses (on a 100% basis) collected approximately €16 billion in wagers over the 12-month period ended June 30, 2021. A leading multinational lottery operator, Allwyn operates lotteries in Austria, the Czech Republic, Greece, Cyprus and Italy, and forecasts approximately $810 million (€710 million) in Adjusted EBITDA from approximately $1.7 billion (€1.5 billion) in net gaming revenue in 2022. Pro forma net debt / 2022E Adjusted EBITDA is expected to be approximately 1.6x.

   

Allwyn is committed to the highest standards of player protection, with all Allwyn-operated lottery businesses currently certified for responsible gaming by European Lotteries and holding the highest level of responsible gaming certification (Level 4) from the World Lottery Association.

NYSE Listing and Capital Investment to Support Growth Strategy

Allwyn expects the NYSE listing to support its global growth strategy by:

- Providing the Company with greater access to capital markets to complement its strong balance sheet and cash flow generation, enabling it to accelerate its successful organic and inorganic growth strategy;

- Enhancing and expanding its global brand, including in highly attractive United States markets; and

- Building upon its reputation for transparency as a longstanding issuer of publicly-traded bonds with the additional distinctions of being an SEC-regulated company listed on the world’s premier stock exchange.

Trends in developed countries’ lottery, igaming and sports betting markets indicate the potential for significant additional online penetration in markets where Allwyn operates, as well as in those it has targeted for expansion. In markets where online lottery has been introduced, both total market size and the retail lottery market have grown substantially.

Online users of Allwyn businesses have more than doubled in the past two years, enabling the Company to establish customer relationships and implement cross-selling initiatives that it expects to create greater value and benefit from low churn rates and customer acquisition costs.

The Company also has identified new market opportunities in Europe and the United States, via potential acquisitions and license tenders, in markets that represent approximately €129 billion in estimated 2022 lottery wagers.

Messrs. Gary D. Cohn and Clifton S. Robbins, Co-Founders and Co-Chairmen of Cohn Robbins Holdings Corp., stated, “We have worked with hundreds of management teams and invested in hundreds of companies in our careers, but we founded Cohn Robbins to seek out just one. We believe that Allwyn is the right company, in the right industry, at the right time and with the right leadership team. We are excited by the growth opportunities the Company has ahead of it and we look forward to providing our support. We also are very pleased to be bringing this transaction to Cohn Robbins shareholders in an innovative way and at an attractive valuation.”

A Valuable and Responsible Community Partner

More than $100 billion, or approximately one-third of worldwide annual lottery sales, has gone toward funding public programming in recent years, according to data collected from their members by the World Lottery Association and European Lotteries. Allwyn uses its platform and skills to the benefit of the communities it serves.

Since 2014, Allwyn’s business has provided major support for the renovation and modernization of Greece’s most important, largest and oldest children’s hospitals. The Company promotes active lifestyles as major sponsors of professional and mass sport, including Olympic teams, professional football and basketball teams, and after-school programs and activities for children. It is the biggest supporter of sports in Austria, with its subsidiary, Austrian Lotteries, making a guaranteed annual contribution of at least €80 million to sports, and having provided approximately €1.7 billion in sports funding since 1986. In the Czech Republic, 150,000 school children each year participate in a Company-sponsored Olympic-style multi-sport contest, and the Company supports more than 3,200 disadvantaged children in pursuing sports through the Czech Olympic Foundation. In Greece, Allwyn sponsors more than 175 sports academies serving more than 18,000 children, 28,000 parents and guardians, and 1,000 coaches.

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Transaction Overview

Current Allwyn equity holders are expected to retain approximately 83% ownership in the Company, and no new shareholder of the Company will own a stake of more than 5% immediately following the transaction.

Allwyn’s expected implied pro forma total enterprise value of approximately $9.3 billion represents approximately 11.5x 2022E Adjusted EBITDA. However, due to a bonus pool of up to approximately 6.6 million CRHC shares to be made available exclusively to non-redeeming CRHC shareholders, such shareholders have the opportunity to establish ownership stakes at a maximum expected effective valuation multiple of 10.8x 2022E Adjusted EBITDA, or approximately $8.7 billion in total enterprise value. Bonus shares forfeited by redeeming shareholders will be distributed to non-redeeming shareholders on a pro rata basis, which is variable based on a range of exchange ratios for shares held by non-redeeming shareholders of between 1.08x and 1.40x, to be determined based on redemptions.  Assuming a price of $10.00 per share of CRHC common stock at the closing of the transaction, non-redeeming CRHC shareholders would receive, in exchange for each share of CRHC common stock held, shares of the post-combination company with value equating to between $10.80 (assuming no redemptions by CRHC shareholders) and $14.00 (assuming redemptions resulting in the maximum exchange ratio).

CRHC, a special purpose acquisition company, holds approximately $828 million of cash in trust. Concurrent with the consummation of the proposed transaction, investors have committed to purchase more than $350 million of securities of the combined company (the “PIPE investment”). The PIPE investment includes participation from a group of international investors, including $50 million from CRHC’s Sponsor entity.

The proposed transaction, which has been unanimously approved by both the Board of Directors of Allwyn and the Board of Directors of CRHC, is expected to close in the second quarter of 2022, subject to approval by CRHC’s stockholders, gaming regulatory approvals and other customary closing conditions.

Upon closing, Mr. Robbins will join Allwyn’s Board of Directors and Mr. Cohn will serve as a Special Advisor to Allwyn’s Board Chairman.

Advisors

PJT Partners is acting as financial advisor to Allwyn and KKCG, and is acting as joint placement agent on the PIPE. Kirkland & Ellis LLP and Clifford Chance are serving as legal advisors to Allwyn and KKCG.

Citi is acting as financial advisor to CRHC and joint placement agent on the PIPE. Credit Suisse is acting as Equity Capital Markets advisor to CRHC. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to CRHC.

Winston & Strawn LLP is serving as legal advisor to the placement agents.

Investor Webcast Information and Additional Materials

Beginning at 6:00 am EST on January 21, an investor webcast, in which management of Allwyn and CRHC will discuss the proposed transaction, will be available here as well as in the Investor Relations section of the CRHC website at www.cohnrobbins.com. An investor presentation also will be available on the CRHC and Allwyn websites.

About Allwyn Entertainment

Allwyn Entertainment is a lottery, entertainment, and digital gaming operator, with trusted brands delivering over €16bn in wagers. Allwyn is one of Europe’s largest and fastest growing lottery companies and its strong performance across its markets is helping to fund good causes in Austria, the Czech Republic, Greece, Cyprus and Italy.

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About Cohn Robbins Holdings Corp.

Founded and listed on the NYSE in 2020, Cohn Robbins Holdings Corp. is Co-Chaired by Gary D. Cohn and Clifton S. Robbins. Mr. Cohn is Vice Chairman of IBM and has more than 30 years of financial services experience spanning the private and public sectors, having served as Assistant to the President of the United States for Economic Policy and Director of the National Economic Council from January 2017 until April 2018, and as President, Chief Operating Officer and a director of The Goldman Sachs Group, Inc. from 2006-2016. Mr. Robbins has more than 35 years of investment management experience, including as Founder and Chief Executive Officer of Blue Harbour Group from 2004-2020, a Managing Member of global growth investor General Atlantic Partners from 2000-2004, and as a General Partner of Kohlberg Kravis Roberts & Co. (“KKR”) where he worked from 1987-2000.

Refinancing

Allwyn may opportunistically access the debt capital markets in the near future and use a portion of the proceeds to refinance certain of its outstanding debt.  Allwyn does not anticipate that any such capital raise will affect its net debt except for non-material fees customary for such financings.

Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination between CRHC and the Company (the “Business Combination”). Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predict,” “potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,” “seek,” “outlook” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements include, without limitation, the Company’s and CRHC’s expectations with respect to anticipated financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, and the timing of the completion of the Business Combination. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of CRHC’s registration statement on Form S-1 (File No. 333-240277), its Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2020 and its subsequent Quarterly Reports on Form 10-Q. In addition, there will be risks and uncertainties described in the Form F-4 and other documents filed by Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), and CRHC from time to time with the SEC. These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the Company’s and CRHC’s control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements in this communication, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against CRHC or the Company following the announcement of the Business Combination; (2) the inability to complete the Business Combination, including due to the inability to concurrently close the Business Combination and the private placement of common stock or due to failure to obtain approval of the CRHC stockholders; (3) the risk that the transaction may not be completed by CRHC’s business combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by CRHC; (4) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the CRHC stockholders, the satisfaction of the minimum trust account amount following any redemptions by CRHC’s public stockholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement relating to the Business Combination (“Business Combination Agreement”); (7) volatility in the price of CRHC’s securities; (8) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (9) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (10) costs related to the Business Combination; (11) changes in the applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the industry in which the Company operates; (14) the impact of the global COVID-19 pandemic; (15) the Company’s ability to obtain or maintain rights or licenses to operate in any market in which the Company operates; (16) the potential inability of the Company to raise additional capital needed to pursue its business objectives or to achieve efficiencies regarding other costs; (17) the enforceability of the Company’s intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (18) other risks and uncertainties described in CRHC’s registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2020 and its subsequent Quarterly Reports on Form 10-Q. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The Company and CRHC caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. None of the Company or CRHC gives any assurance that the Company or CRHC will achieve its expectations. None of the Company or CRHC undertakes or accepts any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.

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Projections

This communication contains financial forecasts for the Company with respect to certain financial results. Neither CRHC’s nor the Company’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this communication, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this communication. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this communication should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

Additional Information about the Business Combination and Where to Find It

Additional information about the proposed business combination, including a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K (the “Form 8-K”) to be filed by CRHC with the SEC. Allwyn Entertainment AG, a newly formed subsidiary of the Company, will file a registration statement on Form F-4 (the “Form F-4”) with the SEC. The Form F-4 will include a proxy statement of CRHC and a prospectus of Allywn Entertainment AG. The Form F-4 will be sent to each of CRHC’s shareholders, and Allywn Entertainment AG and CRHC will file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Form 8-K, the Form F-4 and all other relevant materials filed or that will be filed with the SEC will be available at www.sec.gov.

Participants in the Solicitation

CRHC, the Company and Swiss NewCo and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of CRHC stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of CRHCs’ directors and officers in CRHC’s filings with the SEC, including CRHC’s registration statement on Form S-1, which was originally filed with the SEC on July 31, 2020. To the extent that holdings of CRHC’s securities have changed from the amounts reported in CRHC’s registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to CRHC stockholders in connection with the Business Combination will be included in the proxy statement/prospectus relating to the Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer and Non-Solicitation

This communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of CRHC or Company, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

# # #

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Contacts

For media inquiries: 
Adam Weiner / Caroline Gentile / Michael Herley

Arrowpath Advisors for Cohn Robbins Holdings Corp.
CRHCmedia@arrowpath.com

+1 212 596 7700

Dana Dvorakova for Allwyn Entertainment and KKCG:

dana.dvorakova@kkcg.com

For investor inquiries:

Ryan Lawrence, ICR

allwyn.ir@icrinc.com

IR@allwynent.com

6

EX-99.2

Exhibit 99.2

January 2022 For further information on our company, please visit our website: allwynentertainment.com

2 General This presentation (the "Presentation") is for informational purposes only. The information provided in this Presentation pertaining to Sazka Entertainment AG and its subsidiaries, joint ventures and associates ("Allwyn" or the "Company"), its business assets, strategy and operations has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between the Company and Cohn Robbins Holdings Corp. (the "SPAC") (the "Proposed Business Combination") as described in the Business Combination Agreement, dated as of January 20, 2022 (the “Merger Agreement”) by and among SPAC, the Company, Allwyn Entertainment AG, Allwyn US HoldCo LLC and Allwyn Sub LLC, and the private placement of securities in connection with the Proposed Business Combination, and for no other purpose, and shall not constitute an offer to sell, or a solicitation of an offer to buy, any securities, options, futures, or other derivatives related to securities, nor shall there be any sale of such securities or other derivatives in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The information contained herein does not purport to be all inclusive. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice. Neither the U.S. Securities and Exchange Commission (t he "SEC") nor any securities commission or similar regulatory agency of any other jurisdiction has reviewed, evaluated, approved or disapproved of the contents of this Presentation or the Proposed Business Combination or the securities or determined that this Presentation is truthful or complete, and the content of this Presentation is not prescribed by securities laws. Investors should consult with their counsel as to the applicable requirements with respect to any exemption under the Securities Act. The transfer of securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Proposed Business Combination or an investment in any securities or the Company or the SPAC and is not intended to form the basis of any decision with respect to any securities, the Company, the SPAC or the Proposed Business Combination. The consummation of the Proposed Business Combination will also be subject to other various risks and contingencies, including customary closing conditions. There can be no assurance that the Proposed Business Combination will be consummated with the terms described herein or otherwise. As such, the subject matter of these materials is evolving and is subject to further change by the Company and the SPAC in their joint and absolute discretion. “Allwyn” is a registered trademark of SAZKA Group a.s. The Company intends to complete a rebranding of its parent/holding companies from “SAZKA” to “Allwyn”. The rebranding has not been completed and may take significant time to complete, may be subject to regulatory or other approvals in certain jurisdictions, and may not ultimately be completed. No Representations or Warranties and Industry and Market Data No representations or warranties, express or implied, are given in, or in respect of, this Presentation. While the information in this Presentation is believed to be accurate and reliable, the Company, SPAC and their respective agents, advisors, directors, officers, employees and shareholders make no representation or warranties, expressed or implied, as to the accuracy or completeness of such information and the Company and SPAC expressly disclaim any and all liability that may be based on such information or errors or omissions thereof. To the fullest extent permitted by law in no circumstances will the Company, the SPAC or any of their respective subsidiaries, equity holders, affiliates, directors, officers, employees, representatives, advisers or agents be responsible or liable for a direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes (including, but not limited to, the H2GC report, which was commissioned by the Company). This information involves many assumptions and limitations; therefore, there can be no guarantee as to the accuracy or reliability of such assumptions and recipients are cautioned not to give undue weight to this information. Neither the Company nor the SPAC has independently verified the data obtained from these sources and no representation is made as to the accuracy, reasonableness or completeness any projections or modelling or any other information contained herein and neither the Company nor the SPAC undertake, and the Company and the SPAC expressly disclaim, any obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed in this Presentation. Any data on past performance or modelling contained herein is not an indication as to future performance. This Presentation does not take into account, nor does it provide and nor should it be construed as providing, any tax, legal, regulatory, business, financial, accounting or investment advice or opinion regarding the specific investment objectives or financial situation of any person. Recipients of this Presentation should consult their own legal, regulatory, tax, business, financial and accounting advisors to the extent they deem necessary, and each recipient must make its own evaluation of the Company, the SPAC and the transactions contemplated in this Presentation and of the relevance and adequacy of the information. The information contained in this Presentation only speaks at the date of this Presentation. Neither the delivery of this Presentation nor any further discussions of the Company’s or the SPAC's businesses with the recipient thereof shall, under any circumstances, create any implication that there has been no change in the affairs of the Company’s or the SPAC's businesses since the date of this Presentation. The Company and the SPAC reserve the right to amend or replace the information contained herein, in part or entirely, at any time, and undertake no obligation to provide the recipient with access to the amended information or to notify the recipient thereof. Trademarks The Company, the SPAC and their respective affiliates own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with the Company, the SPAC or any of their respective affiliates, or an endorsement or sponsorship by or of the Company, the SPAC or such affiliates. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the TM, SM or © symbols, but such references are not intended to indicate, in any way, that the Company, the SPAC, their respective affiliates or any third parties whose trademarks are referenced herein will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor in these trademarks, service marks and trade names. Certain Financial Measures and Calculations Certain financial and statistical information in this Presentation has been subject to rounding off adjustments. Accordingly, the sum of certain data may not conform to the expressed total. The Company uses several key operating measures, including but not limited to Amount wagered, Operating EBITDA, Operating EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, capital expenditures and Cash Conversion, to track the performance of its portfolio and business. None of these items, including with certain unaudited numbers in the information, are a measure of financial performance under GAAP or IFRS, nor have these measures been audited or reviewed by an external auditor, consultant or expert. These measures are derived from management information systems. These items are an addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP or IFRS, and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or IFRS. As these terms are defined by the Company's management and are not determined in accordance with GAAP or IFRS, thus being susceptible to varying calculation, the measures presented may not be comparable to other similarly titled measures terms used by other companies. Any such information, measure or estimate should therefore not be regarded as an indication, forecast or representation by the Company, the SPAC or any other person regarding the Company's operating or financial performance for the respective period. The Company believes that these measures of financial results ( inc luding on a forward - looking basis) provide useful supplemental information to investors about the Company. However, there are a number of limitations related to the use of these measures in connection with their nearest equivalents which have been prepared in accordance with GAAP or IFRS. For example, other companies may calculate such other measures differently, or may use other measures to calculate their financial performance, and therefore the Company's measures may not be directly comparable to similarly titled measures of other companies. The principal limitation of these financial measures is that they exclude items that are significant in understanding and assessing the Company's financial results, including significant expenses, income and tax liabilities that are required by GAAP and/or IFRS to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgements by the Company about which expense and income are excluded or included in determining these financial measures. While the Company and the SPAC believe the information set forth in this Presentation is reasonable, it is inherently subject to modification in connection with their ongoing review or audit procedures and such modifications may be material. Accordingly, such information and data may not be included, may be adjusted or may be presented differently in any proxy statement, prospectus or registration statement or other report or document to be filed with or furnished to the SEC by the Company, the SPAC and/or their respective affiliates. 1 Disclaimer

3 Forward Looking Statements, Financial Projections and Financial Targets Certain information in this Presentation and oral statements made in connection with this Presentation are forward - looking. Forward - looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Proposed Business Combination and the satisfaction of closing conditions to the Proposed Business Combination. Words or phrases such as "anticipate," "objective," "may," "will," "might," "seem," "should," "could," "can," "intend," "expect," "believe," "estimate," "predict," "potential," "plan," "is designed to," "would," "continue," "project," "possible," "seek," "future," "outlook," "strive," "strategy," "opportunity," "will continue," "will likely result" or similar expressions suggest future outcomes but the absence of these words does not mean that a statement is not forward - looking. When the Company or the SPAC discuss their strategies or plans, including as they relate to the Proposed Business Combination, they are making projections and using forward - looking statements. These forward - looking statements include, but are not limited, statements regarding estimates, forecasts of other financial and performance metrics, projections of market opportunity and other characterizations of future events or circumstances, including any underlying assumptions. Forward - looking statements, financial projections and financial targets are based on the opinions and estimates of management at the date the st atements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward - looking statements, financial projections and financial targets. Although we believe that the expectations reflected in the forward - looking statements and financial projections are reasonable, there can be no assurance that such expectations will prove to be correct. None of the Company’s or the SPAC's independent auditor, nor any other independent accountants, have applied, examined or performed any procedures with respect to the financial targets, nor have they expressed any opinion or any other form of assurance on the financial targets or their achievability. These forward - looking statements are provided for illustrative purposes only and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. The financial targets constitute forward - looking statements and are not guarantees of future financial performance. The Company and the SPAC cannot guarantee future results, level of activity, performance or achievements and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward - looking statements, financial projections and financial targets as actual events and circumstances are difficult or impossible to predict and may differ from assumptions. While in some cases presented with numerical specificity, by their nature, forward - looking statements, financial projections and financial targets involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward - looking information will not occur, which may cause the Company's actual performance and financial results in future periods to differ materially from any estimates or projections or targets of future performance or results expressed or implied by such forward - lo oking statements, financial projections and financial targets. Many actual events and circumstances are beyond the control of the Company or the SPAC. There may be additional risks that neither the Company nor the SPAC presently know, or that the Company or the SPAC currently believe are immaterial, that could also cause actual results to differ from those contained in the forward - looking statements. The financial targets reflect the Company’s subjective judgements in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business, economic, financial and other developments. Accordingly, such assumptions may change or may not materialize at all. The forward - looking statements, financial projections and financial targets contained in this Presentation are expressly qualified by this cautionary statement. While the Company and the SPAC may elect to update these forward - looking statements at some point in the future, except as required by law, the Company and the SPAC specifically disclaim any obligation to update or revise publicly any forward - looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. None of the Company, the SPAC or their respective boards of directors, senior management or any of their respective affiliates, advisers, officers, directors or representatives can give any assurance that the financial targets will be realized or that actual results will not vary significantly from the financial targets. This Presentation contains financial, operational, industry and market projections, including financial forecasts for the Company with respect to certain financial results for the Company's fiscal years 2021 through 2023. Neither the Company's nor the SPAC's independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation and no independent auditor has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. Our consolidated financial statements are in the process of being prepared in accordance with IFRS - IASB and audited in accordance with PCAOB standards. Accordingly, our historical financial results and financial forecast information are preliminary and subject to change, which change may be material, based on the completion of our financial closing procedures and any adjustments that may result from the preparation of our financial statements in accordance with IFRS - IASB and completion of the audits of our financial statements in accordance with PCAOB standards. While all financial, operational, industry and market projections, estimates and targets are necessarily speculative, the Company and he SPAC believe that the preparation of prospective financial, operational, industry and market information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Actual results will differ, and may differ materially, from the results contemplated by the projected financial, operational, industry and market information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The risk factor titles presented in this Presentation are certain of the risks related to the business of the Company, the SPAC and the Proposed Business Combination, and such list is not exhaustive. The list in this Presentation is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and the SPAC with the SEC with respect to the Proposed Business Combination. Participants in the Solicitation and Addressees The Company and the SPAC and their respective directors, certain of their respective executive officers and other members of management and employees, under SEC rules, may be considered participants in the solicitation of proxies of the SPAC's shareholders in connection with the Proposed Business Combination. This Presentation does not contain all the information that should be considered in the Proposed Business Combination. It is not intended to form any basis of any investment decision or any decision in respect to the Proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of the SPACs directors and officers in the SPAC's filings with the SEC, including the SPAC’s registration statement on Form S - 1, which was originally filed with the SEC on July 31, 2020. To the extent that holdings of the SPAC’s securities have changed from the amounts reported in the SPAC’s registration statement on Form S - 1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the SPAC’s stockholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus on Form F - 4 for the proposed business combination, which is expected to be filed by the SPAC with the SEC. Investors and security holders of the SPAC and the Company are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed business combination. Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about the SPAC and the Company th rough the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the SPAC can be obtained free of charge by directing a written request to CSR Acquisition Corp., 1000 N. West Street, Suite 1200, Wilmington, DE 19801. This Presentation does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been registered, and will not be registered, under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States. None of the securities can be offered, sold, pledged or otherwise transferred, directly or indirectly, within or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This Presentation does not constitute a “prospectus” within the meaning of the Securities Act. 1 Disclaimer (Continued)

• Board member: nanoPay, Hoyos Integrity, Infinite Arthroscopy, Gro Intelligence, and Starling Trust Sciences; Chairman of the Board of Pallas Advisors • Serves on Systemic Resolution Advisory Committee (SRAC) of the FDIC 4 • Vice Chairman of IBM since January 2021 • Assistant to POTUS for Economic Policy and Director of the National Economic Council: January 2017 – April 2018 • President, Chief Operating Officer and director of Goldman Sachs: 2006 – 2016 • Additional Goldman Sachs leadership positions incl. Global Co - Head, Equities and Fixed Income, Currency and Commodities; Chairman, Firmwide Client and Business Standards Committee • 26 years of total experience • 8 years with Allwyn • First Vice President of the Association of European Lotteries; member of Eurojackpot executive committee • Previously worked at P&G and Reckitt Benckiser before moving to T - Mobile as Chief Marketing Director • Later appointed as CEO of T - Mobile Slovakia and T - Mobile Austria • 17 years of total experience • 2 years with Allwyn / KKCG • Appointed CFO of Allwyn in February 2020 • Previously Head of Corporate Finance at KKCG, investment banker with Morgan Stanley and Deutsche Bank Gary D. Cohn Co - Founder, Cohn Robbins Clifton S. Robbins Co - Founder, Cohn Robbins Robert Chvatal CEO, Allwyn Kenneth Morton CFO, Allwyn • 35+ years of investment experience • Founded Blue Harbour Group in 2004; Chief Executive Officer from 2004 - 2020 • Previously Managing Member of General Atlantic Partners from 2000 - 2004 • KKR, 1987 - 2000, General Partner: played significant role in leveraged buyout transactions and financings and capital markets activities • Began his career in the Mergers and Acquisitions department of Morgan Stanley

5 Transaction summary Note: Assumes no redemption from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7 - Jan - 22 1) Subject to potential redemptions 2) Allwyn represents the rebranded operations of Sazka Entertainment AG, which is the entity that will be subject to the business combination 3) Includes impact from expected bonus pools for non - redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non - redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio 4) Based on management estimates (subject to material change); adj. net debt as of Dec - 21E. Includes €322mm of convertible notes expected to be outstanding at transaction close. Excludes impact of expected free cash flow and a €170 mm one - time dividend prior to closing • NYSE - listed SPAC with $828mm 1 cash in trust • Cash in trust expected to be supplemented by a PIPE of more than $350mm • Founders Gary D. Cohn and Clifton S. Robbins ("Founders") • Intends to effect a business combination with Allwyn 2 • Newly formed entity is expected to be listed on the NYSE ("PubCo") • Large, privately - owned multinational lottery business • Expected market cap for PubCo of ~ $8.0bn / ~€7.0bn • Valuation estimate represents entry multiple of ~ 10.8x 3 projected 2022E Adj. EBITDA of $810mm / €710mm 4 • Expected pro forma net debt / 2022E Adj. EBITDA of ~1.6x 4 • Expected to further bolster Allwyn’s growth plans

6 • Founders’ combined 70+ year track record • Cohn’s history of strategically and financially advising companies • Robbins’ experience as lead shareholder and his $100bn+ of buyout transactions • Founders anticipate long - term relationship with Allwyn • Cohn Robbins’ strong relationships with experienced investors • Leading lottery - led entertainment platform • Allwyn’s well - known brands operate with high barriers to entry • Positioned to capitalize on continued shift to digital lottery • Identified and actionable organic and inorganic growth opportunities • Scalable financial model with strong and stable margins and expected high cash flow conversion Investment thesis Cohn Robbins investment thesis Right partner for Allwyn

7 Introdu c ing The new brand of For further information on our company, please visit our website: allwynentertainment.com (currently undergoing rebrand)

2 9 % 3 4 % LTM Q2 - 21A 1 6 % 20% 76% 9% 7% 8% Allwyn at a glance – Leading lottery operator… S c ale Financial strength (Pro Rata) 5 L ead e rs h ip Div e rsi f ied business (Pro Rata) 5 #1 lottery operator across 5 markets 1 A u s tr i a Czech R e p u b lic Greece and Cyprus Italy €16bn LTM Q2 - 21A wagers 2 Up to 84% surveyed adult population play lottery 1, 3 91mm population in Allwyn’s operating markets 1, 4 €1,482mm 2022E net gaming revenue ( +15% 18A - 22E CAGR) €710mm 2022E adj. EBITDA ( 48% margin) €675mm 2022E adj. EBITDA – capex ( 95% cash conversion 6 ) Split by geography 7 Online share (Q2 - 21A) 7 Lottery iGaming 8 Sports betting Split by product 7 VLT and casinos 27% LTM Q2 - 21A Selected new markets being targeted USA €88bn 2022E lottery wagers 1, 9 330mm Total population 1 UK €9bn 2022E lottery wagers 1, 9 67mm Total population 1 39% 27% Source: Company information, Management estimates (subject to material change) 1) 2) Based on market data sourced from H2GC Calculated as the aggregate wagers for Allwyn’s key operating entities on a 100% basis (SAZKA a.s., OPAP, CASAG, Lottoitalia) 8 3) Adult population playing lottery in Austria (84%), Czech Republic (73%), Greece (56%), Italy (34%), as of 2019 4) Population of Austria, Cyprus, Czech Republic, Greece and Italy, as of 2020 5) Financial forecasts are based on latest management estimates (subject to material change); figures are presented pro rata for Allwyn’s economic interest in group operating companies 6) 7) Cash conversion calculated as (Adj. EBITDA – capex ) / Adj. EBITDA; capex = acquisition of property, plant and equipment and intangible assets Split based on pro rata gross gaming revenue (“GGR”); amount wagered x payout used as proxy for GGR for Lottoitalia; Lottoitalia’s revenue consists of revenue from contract with customers, calculated as 6% of amount wagered iGaming includes online casino, online slots, online poker, online bingo and other online only; online sales of products which are also sold through physical retail channel included under respective product Includes gross wagers for State Lottery lottery - style games only (i.e. excludes VLTs / sportsbetting / offshore lottery) 8) 9)

9 • Operate lottery on behalf of government, managing brand and point of sale network Distribution channels … And diversified consumer - focused lottery - led business within the lottery ecosystem Consumers • Up to 84% of adult population in certain operating markets 1 • Retail: gas stations, retailers kiosks, convenience stores, supermarkets • Online and mobile, web Product and technology suppliers • Provide instant game products and systems technology for draw - based games, e.g. powerball Government entities • National or local government that oversees lottery within a jurisdiction EU governments / state lotteries C o nsume r - f oc us e d lottery operators Lottery wagers help fund state budgets in many jurisdictions 1) H2GC; Adult population playing lottery in Austria (84%), Czech Republic (73%), Greece (56%), Italy (34%), as of 2019 L o t t e r y

Overview and Highlights 1

11 1) Global lottery sales, sourced from H2GC Operates in ~$300bn 1 global lottery industry, which is poised for growth through increased digitization Highly cash generative business, making funding available for organic and inorganic growth (e.g. M&A opportunities) Strong organic growth driven by data analytics, cross - sell, and growing online customer base Allwyn’s key investment highlights 1 2 Successful M&A track record with attractive opportunities for expansion in new markets 3 4 Experienced board and management team with long industry track record 5

$310 $145 $75 $2 2 Lottery Casino Sports Betting iGaming 51 76 94 99 101 105 112 110 132 140 147 154 161 138 123 166 174 175 182 183 168 176 194 200 208 216 1 3 7 9 10 12 16 21 26 31 36 42 48 $175 $217 $267 $281 $286 $299 $310 $299 $333 $364 $383 $404 $425 2 0 05A 2 0 10A 2 0 15A 2 0 16A 2 0 17A 2 0 21A 2 0 22A 2 0 23A 2 0 24A 2 0 25A 2018A 2019A Instant Games and Other 2020A D r aw - B a sed G a m es i Lo t t ery 2 1.8 % 5.2 % 1 7.8 % 7.9 % 2.1 % 5.3 % Global annual lottery wagers ($bn) (1) 05A – 20A CAGR (%) 20A – 25E CAGR (%) Consumer spend on lottery has grown at CAGR of 3.6% over the last 15 years, and from 20A - 25E is expected to grow at CAGR of 7.3% driven by expected continued rollout of digital lottery Source: H2GC 12 Note: Lottery wagers include State Lottery style games only, and do not include VLTs, Sportsbetting 1) Assumes historical and projected global iLottery payout ratio of ~60%. iLottery is excluded from Instant Games and Other and Draw - Based Games based on 2020A percentage of total 2) Casino, Sports Betting and iGaming figures represent gross win …With favorable customer demographics and market trends The largest constituent of the global gaming ecosystem… Global sales / wagers (2019A) ($bn) (2) High lottery participation across global populations 2 Resilience through market cycles Expected growth of digital lottery Lottery: a ~$300bn global industry 1 2 0 21E 2 0 22E 2 0 23E 2 0 24E 2 0 25E

13 Source: H2GC, UK DCMS Taking Part Survey (2020) 1) Data as of 2019 based on H2GC 2) In certain European jurisdictions; based on UK DCMS Taking Part Survey conducted in the UK 41% 34% 47% ... Enable high participation across market populations… % adult population playing lottery 1 By Country 84% 73% 56% … And is popular among surveyed men and women 2 % of women who play % of men who play Favorable industry specifics relative to other gaming segments Lottery product characteristics… Life - c hanging wins Location + ex perienc e - ba se d entertainment P ers onaliz e d content Low cost product Positive public perception Clear and stable regulatory environment W inne r - take s - a ll characteristics Strong trusted brands Strong basis for cross - selling + = Appealing characteristics of lottery drive high participation Lottery appeals to wide range of demographics, creating strong basis for cross - selling 1

14 Source: H2GC, World Bank Note: Lottery wagers include State Lottery style games only, and do not include VLTs, Sportsbetting; Casino, Sports Betting and iGaming figures represent gross win; GDP growth rates based on World Bank data for OECD countries only; Lottery wagers assume historical and projected global iLottery payout ratio of ~60%. iLottery is excluded from Instant Games and Other and Draw - Based Games based on 2020A percentage of tota (3.7%) Lottery (4.6%) (10.2%) (4 0 .7%) GDP Sports Betting Casino (OECD) 3 . 8 % L o tt e ry (1.3%) (3.0%) (3.3%) Casino Sports Betting GDP ( OEC D ) Lottery demonstrates strong resilience across market cycles… Global lottery has outperformed other gaming segments during volatile economic periods Performance during COVID - 19 (19A - 20A): YoY growth (%) Performance during the Global Financial Crisis (08A - 09A): YoY growth (%) 1

15 Source: H2GC Potential to increase online lottery penetration in Allwyn’s operating markets, based on trends in other developed countries’ global sports betting and lottery markets Global sports betting NGR ($bn) 49% 36% 32% 18% 16% 13% 1 1% 5% 3% Potential upside Further growth and profitability upside from increasing online penetration Share of online lottery GGR 2021E (%) Sports betting online penetration 2026E: 57% Allwyn operating markets License tender process ongoing CAGR (%) 10A - 21E 22E - 26E 9.3% 8.2% 15.9% 11.2% 5.1% 4.8% 1 … With upside potential from increasing online penetration

16 Source: H2GC Note: Scaled to reflect 2015A total wagers within each country 1) Digital increase calculated as growth in digital wagers from 2015A – 2019A, as a percentage of digital wagers for 2015A 2) No data for Czech 2015A digital 2 0 15A 2 0 1 9 A 2 0 1 5 A 2 0 1 9 A 2 0 15A 2 0 1 9 A 2 0 1 5 A 2 0 19A 2 0 1 5 A 2 0 1 9 A (U K ) (Hungary) (Fra n c e) (Ire l a n d) Online lottery grows total wagers in markets where it has been introduced Online lottery generally expands total market size and does not cannibalize the retail lottery market’s growth European retail and digital lottery wagers 1 Digital wagers Retail wagers (Czech Republic) 2 1 +26% Total growth +7% Total growth +32% Total growth +36% Total growth +68% Total growth +500% Digital growth +47% Digital growth +164% Digital growth +88% Digital growth

17 Source: Company information 1) Average monthly active online customers are customers with at least one online purchase made on a particular gaming platform during a given month. Data for Austria is based on players for OLG and tipp3, for Czech Republic on SAZKA a.s., for Greece and Cyprus OPAP and Stoiximan Rapid growth in online customer base Allwyn has more than doubled online customers over the last two years Average monthly active online customers per quarter (000) 1 2 426 168 105 153 620 194 169 257 934 281 247 406 Czech Republic Austria +29% CAGR +54% CAGR +63% CAGR Q1 - Q1 - Q1 - Q 1 - Q1 - Q1 - Q 1 - Q1 - Q1 - Q 1 - Q1 - Q 1 - 19A 20A 21A 19A 20A 21A 19A 20A 21A 19A 20A 21A +48% CAGR Greece and Cyprus

18 Source: Company information 1) Based on aggregate online GGR across all products offered in Czech Republic 2) Based on management estimates (subject to material change) > Increase number of games > Loyalty programs > Gamification Expected results 2 Cross - selling initiatives Lo t tery Sportsbook iG a ming eScratch A RPU L TV Churn Rates Average CAC Czech Republic internal case study 1 : GGR per player cohort and YoY growth (%) 2 0 1 7 A 2 0 1 8 A 2 0 1 9 A 2 0 2 0 A 2017 Cohort 2018 Cohort 2019 Cohort 2020 Cohort + 9 0% CAGR + 3 9 % + 2 2 % + 5 2 % + 6 0 % + 1 8 % + 2 1 % Platform to cross - sell customers Allwyn’s sticky customer base, brands, data and wide product offerings drive growing revenues by cohort 2

Source: Company information 19 1) OPAP and Stoiximan brands owned; some game brands owned by the Greek state 2) Population data sourced from H2GC 3) Based on 100% market share in jackpot lotteries as per Company data x x x 1 (Umbrella brands and some game brands) Owned by the regulator x Brand ownership Established POS network 2 5,100 One per 1,745 pop. 12,500 One per 856 pop. 13,000 One per 892 pop. 33,600 One per 1,792 pop. 64,200 One per 1,424 pop. Exclusive licenses / Dominant position x x 3 x x x 15 years N/A (100% market share in jackpot lotteries) 30 years 9 years 18 years Long - term lottery concessions (Length including extensions) Established relationships (Years in operation) 35 years 65 years 63 years 28 years 48 years High structural barriers to entry Austria Czech Republi c Greece and Cyprus Italy Total / Average Significant advantages for incumbents when licenses are up for renewal, creating deep competitive moat for Allwyn 2

Source: Company information 20 1) Calculated as the aggregate wagers for Allwyn’s key operating entities on a 100% basis (SAZKA a.s., OPAP, CASAG, LottoItalia) Acquisition of Acquisition of 67% stake in 36.8% stake in SuperSport Stoiximan and Betano Acquisition of a 50% stake in SAZKA a.s. (2011) Buy and build track record: from zero to €16bn wagered in ten years 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020A LTM Q2 - 21A Initial market entry New acquisition Increase in stake Select M&A a c ti v ity Demonstrated ability to expand platform through incremental M&A 3 € 16 bn 1 LTM Q2 - 21A wagers Privatisation of 33.0% stake in OPAP Acquisition of remaining 50% stake in SAZKA a.s. Acquisition of indirect 11 . 3 % stake in CASAG Successful Acquisition of tender of 32.5% indirect 11.6% LottoItalia stake in Austrian Lotteries Acquisition of additional 22.7% indirect stake in CASAG Sale plus monetary contributions for 25% stake in SAZKA Group Acquisition of additional 17.2% stake in CASAG Acquisition of 47.7% stake in Greek and Cypriot operations

Attractive opportunities to expand in the US and untapped European markets Current European operating markets € 28 bn 2022E wagers 1 Source: H2GC 21 1) Lottery market wagers as of 2022E; includes gross wagers for State Lottery lottery - style games only (i.e. excludes VLTs / Sportsbetting / Offshore Lottery) Allwyn is a scaled operator with opportunities to take business model to new markets Key European opportunities US opportunities € 88 bn 2022E wagers 1 € 13 bn 2022E wagers 1 3 operating markets

(€bn) Lottery market total wagers (2022E) 1 United Kingdom 9.4 USA 87.7 Belgium 1.6 Canada 8.1 Czech Republic 0.7 Germany 9.6 Netherlands 2.1 Attractive opportunities for expansion in new markets Source: H2GC 22 1) Includes gross wagers for State Lottery lottery - style games only (i.e. excludes VLTs / Sportsbetting / Offshore Lottery) Lottery license tenders and privatizations Large - scale and bolt - on M&A Increasing stakes in existing businesses Disciplined and selective approach New market opportunities 3 Including both lottery - led as well as content and games - focused M&A / tender opportunities

23 Source: Company information, Management estimates (subject to material change) Track record of driving organic and inorganic growth Allwyn has successfully delivered organic growth and implemented buy - and - build strategy to drive performance Group pro rata NGR (€mm) 440 25 131 597 65 157 819 51 90 960 (202 ) 1 19 877 144 144 1 , 1 66 2 0 16 A 2 0 17 A 2 0 18 A 2 0 19 A 2 0 20 A 2 0 21 E +6% +30% + 1 1% +26% +6% + 1 1% (21 % ) +12% +36% + 3 7 % +17% Organic growth (%) Inorganic growth (%) +16% +16% ( 9 % ) +33% 3

2018A 2019A Source: Company information, Management estimates (subject to material change) 24 Note: Stoiximan consolidated in OPAP from 2021E onwards 1) Forecast growth for 2023E also excludes potential contribution from M&A 2) Calculated as (Adj. EBITDA – capex) / Adj. EBITDA 315 392 332 507 675 727 2 0 20A 2 0 21E 2 0 22E 2 0 23E 346 419 365 550 7 NGR growth Strong revenue, profit and cash - flow momentum expected to continue Excluding potential contribution from lottery tenders 1 Group pro rata NGR (€mm) Group pro rata Adj. EBITDA (€mm) Adj. EBITDA margin CAGR +17.1% 2018A Group pro rata Adj. EBITDA – capex (€mm) Cash c on v e r s io n 2 CAGR +18.2% 42.3% 43.7% 41.6% 47.2% 47.9% 48.1% 90.9% 93.5% 90.9% 92.1% 95.0% 95.3% 17.2% (8.6%) 32.9% 27.3% 6 . 9% 4 CAGR +14.1%

25 Source: Company information, Management estimates (subject to material change) €419 €31 € 11 1 €24 €63 €62 €710 2019A Adj. EBITDA Completed bolt - on acquisition Achieved ownership increases Additional planned ownership increases Organic NGR growth Margin expansion 2022E Adj. EBITDA Already realized initiatives and tangible upsides support 2022E Adj. EBITDA forecasts 4 +15% growth +7% growth +6% growth +15% growth x Capture market share x Increase online penetration x Bolt - on acquisition completed in Greece x Operational impro v e m e n ts x Growing share of online x New concession in Greece x Subsidiary ownership increases in management plan Group pro rata Adj. EBITDA (€mm) + 2 7 % growth x Subsidiary ownership increases already achieved

Source: Company information, Management estimates (subject to material change) 26 Note: Allwyn may opportunistically access the debt capital markets in the near future and use a portion of the proceeds to refinance certain of its outstanding debt. Allwyn does not anticipate that any such capital raise will affect its net debt except for non - material fees 2. 1 x 1.5x 0.7x 0.5x 0. 4 x 0.4x 2. 6 x 1. 9 x 1. 1 x 2 0 22 P F 2 0 23 P F Standalone pro rata financial leverage 1 Unadjusted for expected primary proceeds customary for such financings 1) Refers to leverage at Sazka Entertainment AG. Defined as Adj. net debt / LTM Adj. EBITDA; net debt position as of Dec - YE. Includes expected primary proceeds of $331mm / €290mm from SPAC transaction, and €322mm of convertible notes expected to be outstanding at transaction close. 2022PF and 2023PF leverage include the impact of expected free cash flow and a €170 mm one - time dividend prior to closing Expected strong balance sheet 2021PF Pro forma pro rata financial leverage 1 Adjusted for expected primary proceeds 2 4 Expected strong de - levering profile, driven by: – Expected robust Adj. EBITDA growth – Expected significant free cash flow generation Deleveraging shown does not assume material investment in M&A or tenders Expected significant available balance sheet capacity for lottery license tenders and M&A create financing and strategic optionality – Expected leveragable stable cash flows – Willingness to operate above 3x leverage 1 on temporary basis for M&A Pro rata financial leverage 1

1) Gary Cohn to assume role of Special Advisor to the Chairman 27 Future Board of Directors Experienced board and management team Management 5 Non - independent Director Katarina Kohlmayer ▪ Group CFO of KKCG ▪ Previous experience at Morgan Stanley and VTB Capital Pavel Saroch ▪ CIO of KKCG ▪ Previous experience at Ballmaier & Schultz, Prague Securities, ATLANTIK Non - independent Director Robert Chvatal ▪ CEO of Allwyn ▪ Previous experience at T - Mobile, Procter & Gamble and Reckitt Benckiser Executive Director Karel Komarek ▪ Founder of KKCG ▪ Founder of the Proměny Foundation Chairman CTO Tony Khatskevich CEO Robert Chvatal COO Jan Matuska Head of Government Affairs Antonella Pederiva Head of Capital Markets Iva Horcicova Head of HR Jana Zabova Stepan Dlouhy CIO Head of Regulatory Sharneet Birk CFO Kenneth Morton Lord Sebastian Coe ▪ President of World Athletics ▪ Former member of UK parliament Independent Director Cohn Robbins Director (1) Cliff Robbins ▪ Co - founder of Cohn Robbins ▪ 35+ years of investment experience ▪ Founder and former CEO of Blue Harbour Group Additional Independent Director Additional iNED ▪ To be appointed ▪ Financial background

Valuation Framework 2

• All transaction proceeds (net of transaction expenses) will be paid out to existing shareholders if gross transaction proceeds are less than or equal to $850mm (the minimum cash requirement). If gross transaction proceeds exceed the minimum cash requirement, incremental transaction proceeds will be applied to the Company balance sheet until the primary proceeds amount is equal to 1/3 of the total transaction proceeds (net transaction expenses). Thereafter, transaction proceeds (net of transaction expenses) will be allocated on a pro rata basis 1/3 to primary proceeds, which will be applied to the Company balance sheet, and 2/3 to secondary proceeds, which will be distributed to Company shareholders Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353m common PIPE proceeds; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7 - Jan - 22 29 U se s ( $ mm ) ( € mm ) Cash to PF company balance sheet 331 290 Cash consideration to existing shareholders 750 658 Existing shareholder rollover 6 , 61 3 5 , 80 1 Estimated fees & expenses 100 88 Total uses 7,794 6,837 Sources ( $ mm ) ( € mm ) Cohn Robbins cash in trust 828 726 Common PIPE proceeds 353 310 Existing shareholders rollover 6 , 61 3 5 , 80 1 Total sources 7,794 6,837 Transaction sources and uses

30 PF valuation @ $10.00 / Share 1 1 10 . 8 x 10 . 8 x 2 , 3 8 . 8 % 8 . 8 % Implied PF Adj. net debt / 2021E Adj. EBITDA 2 . 1 x 2 . 1 x Implied PF Adj. net debt / 2022E Adj. EBITDA 1 . 6 x 1 . 6 x Pro forma valuation and transaction highlights Key transaction highlights Existing Allwyn shareholders: 83% Cohn Robbins public shareholders: 11% PIPE shareholders: 5% Cohn Robbins sponsor: 1% KKCG, the majority shareholder of Allwyn, is expected to hold multiple - voting shares including customary sunset provisions • • • • • • • • The transaction is expected to close in Q2 - 22 Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353m common PIPE proceeds; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7 - Jan - 22; Adj. net debt as of Dec - 21E; Excludes impact of expected free cash flow and a €170 mm one - time dividend prior to closing; forecast financials for Allwyn are presented on a pro rata basis and sourced from management estimates (subject to material change) 1) Includes €322mm of convertible notes expected to be outstanding at transaction close 2) Includes impact from expected bonus pools for non - redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non - redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio 3) 15.0mm of earnout shares to vest at $12.00 share price and 15.0mm to vest at $14.00 4) 2022E Free Flow Cash Yield calculated as (2022E Adj. EBITDA – capex) / PF TEV 5) Excludes impact from expected 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private warrants 2022E Unlevered FCF Yield (SPAC / PIPE Investors) 2,4 PF TEV / 2022E Adj. EBITDA (SPAC / PIPE Investors) 2 ( $ mm ) ( € mm ) I ll u s tr a t i v e s ha r e p r i c e 10 . 0 0 8 . 7 7 Expected ~$9.3bn / ~€8.2bn Total Enterprise Value at deal – ~11.5x EV / 2022E Adj. EBITDA Expected ~$8.7bn / ~€7.6bn Total Enterprise Value on a discounted (x) PF shares outstanding 800 . 8 800.8 basis for SPAC / PIPE investors – ~10.8x EV / 2022E Adj. EBITDA 2 PF equity value 8 , 00 8 7,024 Expected bonus pool of 6.6mm common shares for non - redeeming Cohn Robbins shareholders and expected bonus pool of 2.8mm (+) Existing Adj. net debt (YE - 21E) 1 1 , 30 4 1,144 common shares for PIPE shareholders 2 Existing Allwyn shareholders expected to be awarded 30.0mm PF Total Enterprise Value (TEV) 9 , 31 2 8,169 common shares subject to earn - out 3 At Deal - PF TEV / 2022E Adj. EBITDA 11.5x 11.5x Expected pro forma ownership: 2, 5

31 Lot t ery Diversified International Gaming Defining Allwyn’s public comparables Similarities with Allwyn • Operators primarily focused on the lottery sector and/or a recreational user base • Organic growth profile • Growing and resilient underlying lottery market Differences with Allwyn • Often concentrated on one end - market and lacking diversification • Limited track record of M&A Similarities with Allwyn • Similar long - term growth profiles to Allwyn • Consumer - focused sports - betting and gaming operators across a range of geographies and regulatory regimes Differences with Allwyn • Structurally lower margin profile due to different sector • Less recreational user base; products subject to greater level of regulatory risk

9 5 .0 % 80 . 9 % 5 8 .4 % n .a. 7 1 .8 % 8 3 .7 % 4 7 .9 % 2 2 .7 % 1 9 .7 % 4 3 .8 % 19 . 0 % 16 . 7 % 23 . 9 % 5 Comparable company benchmarking 19A - 22E Adj. EBITDA CAGR (%) 2022E Cash c on v ers ion 2 (%) 2022E Adj. EBITDA margin (%) Source: Company information, Capital IQ as of 7 - Jan - 22 32 Note: All financials calendarized to Dec - YE 1) Adj. EBITDA margin calculated with respect to revenue instead of NGR, as NGR not applicable 2) Defined as Adj. EBITDA – capex / Adj. EBITDA 3) 4) 5) Based on pro rata Allwyn financials sourced from management estimates (subject to material change) Represents all business segments, not just the Lottery and Keno segment Capex forecasts unavailable for Pollard Banknote 3 Core Lottery peers Diversified International Gaming peers Other Lottery peers Lottery Segment 4 80.3% 1 1 9 .2 % 8 . 1 % 5 . 5 1 .4 %

11.3x 1 2 .1 x 16.6x 26.5x n.a. 28.7x 13 . 6 x 0 . 6 x 0 . 7 x 1 . 7 x 3 . 3 x 0 . 3 x 0 . 6 x 0 . 5 x Comparable company benchmarking (Continued) EV / 2022E Adj. EBITDA – Last 6 months range 1 EV / 2022E Adj. EBITDA – capex Source: Company information, Press releases, Capital IQ, as of 7 - Jan - 22 Note: All financials calendarized to Dec - YE 1) Represents EV / 2022E Adj. EBITDA range from 11 - Jul - 21 to 7 - Jan - 22 (180 day range) warrants expected to be adjusted by the same ratio the impact of expected bonus shares 4) Reflects average SotP valuation for Tabcorp Lottery and Keno segment published by two equity research brokers in Oct - 21 sourced from Refinitiv; Tabcorp FYE - Jun 5) Flutter Multiple / Growth ratio not meaningful 33 2) Based on pro rata Allwyn financials sourced from management estimates (subject to material change) and pro forma EV of €7.6bn; includes impact of 6) Growth multiple calculated as EV / 2022E EBITDA divided by 2019 - 2022E EBITDA CAGR expected bonus shares. Bonus pool for PIPE and non - redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC 7) EV / 2022E Adj. EBITDA - capex valuation for Tabcorp's lottery segment unavailable as lottery level capex not provided 8) Pro forma for public offering of 3.9m ordinary shares in Sep - 21 3) Based on pro rata Allwyn financials sourced from management estimates (subject to material change) and pro forma EV of €8.2bn; does not include 9) Capex forecasts unavailable for Pollard Banknote 10) Bonus pool for PIPE and non - redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio 9 8 Core Lottery peers Diversified International Gaming peers Other Lottery peers Discounted 2 At deal 3 Expected Allwyn valuation Multiple / Growth ratio 6 Lottery Segment Multiple as of 01/07/2022 Lottery segment EV / FY23E EBITDA: 17.8x, based on equity research SotP valuation for Tabcorp 4 Includes impact from expected bonus pools for non - redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares to be issued 10 n.m 5 n.a. 7

Source: Company information, Capital IQ as of 7 - Jan - 22 Note: All financials calendarized to Dec - YE 34 1) Based on pro rata Allwyn financials sourced from management estimates (subject to material change) 2) Lottery and Keno segments only; historical values based on reported company financials; forecast values based on estimates for Tabcorp Lottery and Keno segment published by a single equity research broker on 14 - Oct - 21, sourced from Refinitiv 3) Refers to revenue instead of NGR, as NGR not applicable 4) Adj. EBITDA margin calculated with respect to revenue instead of NGR, as NGR not applicable 5) Defined as Adj. EBITDA – capex / Adj. EBITDA. For Tabcorp, represents all business segments, not just the Lottery and Keno segment Allwyn compares favorably to primary lottery peers Leading earnings growth coupled with highest cash conversion among lottery comparables 1 2 Lott e ry Geographic presence (# countries of operation) 5 1 1 19A - 22E NGR CAGR (%) 15.6% 4.7% 2.8% 3 2022E Adj. EBITDA margin (%) 47.9% 22.7% 19.7% 4 19A - 22E Adj. EBITDA CAGR (%) 19.2% 8.1% 5.4% 2022E Cash conversion 5 (%) 95.0% 80.9% 80.3% 5 Total addressable market €16bn wagered with >10% CAGR growth projected ~€16bn 2020A wagered with mid - single digit CAGR growth projected ~AU$9bn 2020A wagered with mid - single digit CAGR projected Superior performance

Source: Company information, Press Releases Note: Assumes no redemptions from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7 - Jan - 22; Adj. net debt as of Dec - 21E including €322mm of convertible notes expected to be outstanding at transaction close; Excludes impact of expected free cash flow and a €170 mm one - time dividend prior to closing; forecast financials for Allwyn are presented on a pro rata basis and sourced from management estimates (subject to material change) 1) Based on pro rata Allwyn financials sourced from management estimates (subject to material change); includes the impact of expected bonus shares 2) Based on pro rata Allwyn financials sourced from management estimates (subject to material change); does not include the impact of expected bonus shares. Bonus pool for PIPE and non - redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio. 35 3) Based on 19.2% 2019 - 2022E EBITDA CAGR 4) Reflects expected impact of shares underlying 42.2mm total Sponsor and SPAC public warrants net exercised into shares using TSM. Reflects expected impact from 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects expected 16% Founder Share forfeiture 5) 2022E Free Flow Cash Yield calculated as (2022E Adj. EBITDA – capex) / PF TEV 10 . 8x 11 . 5x 13 . 0x 14.0x 15 . 0x 16 . 0x 0 . 6x 0 . 6x 0 . 7x 0.7x 0 . 8x 0 . 8x Firm Value $8 , 719 $9 , 312 $1 0 , 527 $1 1 , 337 $1 2 , 146 $1 2 , 956 Pro Forma Equity Value $7 , 415 $8 , 008 $9 , 223 $1 0 , 032 $1 0 , 842 $1 1 , 652 Pro Forma Fully Diluted Shares Outstanding 4 80 0 . 8 80 0 . 8 80 4 . 0 82 4 . 9 82 7 . 5 84 7 . 6 Illustrative Share Price $9 . 26 $1 0 . 00 $1 1 . 47 $1 2 . 16 $1 3 . 10 $1 3 . 75 3 Growth Implied Multiple 0.0% 8 . 0% 23 . 9% 31 . 4% 41 . 5% 48 . 5% 8.8% 8 . 3% 7 . 3% 6 . 8% 6 . 3% 5 . 9% Illustrative ROI @ various multiples 5 Unlevered FCF Yield • This table is for illustrative purposes only and is not a prediction of future performance or a guarantee of future results. Actual results may differ materially, as they involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and are based on potentially inaccurate assumptions. Accordingly, you should not place undue reliance on this table, which speaks only as of the date of this Presentation. Neither Cohn Robbins nor Allwyn undertakes any obligation to publicly revise this table to reflect circumstances or events after the date hereof or to reflect the occurrence of unanticipated events. You should, however, review the disclaimer on slides 2 and 3 of this Presentation. Illustrative price per share at different multiples At - Deal 2 FV / 2022E EBITDA Discounted 1

36 Illustrative Cost Basis to SPAC S/H $9.26 $9.18 $9.09 $8.97 $8.82 Illustrative Implied EV / 2022E EBITDA for SPAC S/H 10.8x 10.7x 10.6x 10.5x 10.4x Illustrative Value to Non - Redeeming S/H at $10.00 at Close $10.80 $10.89 $11.00 $11.14 $11.33 Illustrative Redemptions -- 10% 20% 30% ( 1 ) 40% SPAC Non - Redeeming Shares 82.8 74.5 66.2 58.0 49.7 (+) Bonus Shares 6.6 6.6 6.6 6.6 6.6 Total Shares Issued to SPAC S/H 89.4 81.1 72.9 64.6 56.3 SPAC Non - Redeeming Shares 82.8 74.5 66.2 58.0 49.7 (x) Illustrative $10.00 Purchase Price $10.00 $10.00 $10.00 $10.00 $10.00 Cost of SPAC Non - Redeeming Shares $828 $745 $662 $580 $497 (/) Total Shares to SPAC S/H 89.4 81.1 72.9 64.6 56.3 • Non - redeeming SPAC public shareholders to receive a pro - rata portion of a 6.6mm bonus pool of shares at the closing • As redemptions increase, cost basis to SPAC public shareholders decreases, creating a tontine - style incentive structure • Bonus shares to be received by each non - redeeming shareholder capped at 80% redemptions Mm except per - share amounts Illustrative cost basis for non - redeeming SPAC shareholders at various redemptions $ 9 . 5 0 $ 9 . 2 5 $ 9 .00 $ 8 . 7 5 0% 5% 1 0 % 1 5 % 2 0 % 2 5 % 3 0 % 3 5 % 4 0 % Illustrative Cost Basis to SPAC S/H Illustrative Redemptions (1) Redemption level at which the minimum cash condition is expected to be met (39.98%).

• • • • • • • Leading lottery led entertainment platform Scaled business that is expected to generate $810mm / €710mm of 2022E EBITDA 1 with 95% cash conversion 2 High operating barriers to entry Positioned to capitalize from continued shift to digital Attractive organic and inorganic growth opportunities with expected significant available balance sheet capacity Potential for substantial upside from UK / US opportunity beyond the plan Opportunities to invest at compelling transaction value relative to industry comps Expected bonus pools for non - redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9 . 4 mm common shares to be issued further reducing entry price 3 Note: EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7 - Jan - 22 Note: All financials calendarized to Dec - YE 37 1) Based on management estimates (subject to material change) 2) Calculated as (Adj. EBITDA – capex) / Adj. EBITDA 3) Includes impact from expected bonus pools for non - redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non - redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio Summary of investment opportunity

Appendix 3

39 Sha r eho l de rs Existing Allwyn shareholders Pro forma structure 32.5 % 38.3 % 100.0 % 59.7 % Management & board control Strong minority rights Austria Czech Republic Italy Greece and Cyprus SAZKA a.s. O P A P CASAG LOTTOITALIA 83% 17% PIPE s hareho ld er s P ubCo 100% (1) Source: Company information Note: Assumes no redemptions from Cohn Robbins SPAC Trust and and assumes $353m common PIPE proceeds. Includes impact from expected bonus pools for non - redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non - redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio. Excludes impact from expected 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private warrants. Allwyn ownership in operating companies as of Jun - 21; does not include holding companies, service companies or other minor operating entities owned by Allwyn 1) Corporate legal name is SAZKA Entertainment AG

40 Our financials explained F E F EBITDA Costs A A m o unts wagered • Amount of wagers placed by customers B Players’ w in n in g s • Winners’ pay - outs O PE X • Agent commission (variable, calculated as a % NGR) • IT related costs from gaming suppliers (semi - variable) • Other expenses include rental, content fees (fixed) S G&A • Personnel expenses • Marketing expenses (flexible in medium term) • Tax base (usually GGR) multiplied by rate; varies based on type of game and country D Gaming Taxes A B C Gross gaming revenue (GGR) Net gaming revenue (NGR) C D E Key P&L drivers Reported financial information Segment financials Consolidated financials Pro rata financials • Provides an alternative view that reflects the performance of the group’s economic interest in each segment • Used to review the overall group performance • 100% basis • Used to review and analyze performance of each individual segments • Reported in line with IFRS requirements • Significantly impacted by y - o - y changes in ownership and consolidation rules With the exception of Italy where revenues are based on: Amounts wagered x Commission

Source: Company information 41 1) Based on Camelot disclosure as per FY2020A public financial reporting UK National Lottery opportunity Allwyn is bidding for the UK’s National Lottery license O v er v i e w 1 • The National Lottery is the state - licensed national lottery that was established in the UK in 1994 • It is operated by Camelot UK Lotteries , to which the licence was first granted in 1994 • Extensive retail network of nearly 44k retailers , accounting for nearly 70% of sales • Europe’s largest online lottery in terms of sales with over 7.5m active registered players • ~94% of the UK population live or work within 1 mile of a National Lottery Terminal • The National Lottery logo is recognizable to 95% of the UK adult population • Physical retail remains the predominant sales channel however online product has grown strongly in recent years and accounted for almost a third of all sales in FY20 UKNL project overview Allwyn’s operations in the UK Partnership with Vodafone • All UK operations under the single Allwyn brand • Allwyn UK is led by a team of UK and international experts with considerable experience in the UK’s retail, gaming, digital and entertainment sectors • Allwyn has selected Vodafone as the connectivity partner for its bid • The Gambling Commission , as the regulator of the National Lottery, issues the licence to operate the lottery • Fourth licence competition was launched in early 2020 − Will be awarded in early 2022 and operate from 2024 − Period of the licence is 10 years Allwyn UK management Allwyn UK advisory board Senior team with experience of delivering successful national programs David Craven UK Allwyn CEO Managing Director, The Tote; CEO, World Gaming; co - founder of digital media firm UPC/Chello. Sir Keith Mills Bid Chair Founder of Air Miles & Nectar programs; Intl. President, CEO of London 2012 Olympic and Paralympic Games bid; Deputy Chairman of LOCOG Alastair Ruxton Director Part of London 2012 Olympics bid team and Organizing Committee; COO at Falcon & Assoc., which played central role in helping to win Expo 2020 Giselle Pettyfer Corporate Affairs & Partnerships Director Director of Communications for the International Olympic Committee; Formula One Head of Communications for Jordan; CEO of Falcon & Assoc. Brent Hoberman, CBE Advisor Co - founder of corporate - backed venture studio and accelerator, Founders Factory, and global community of founders and tech leaders, Founders Forum Justin King Advisor Former CEO Sainsbury’s, senior management at ASDA and M&S, current non - executive director on M&S board; at Sainsbury’s, produced 36 consecutive quarters of sales growth Charles Garland Advisor Helped turn S Club 7 into global pop superstars; oversaw rollout of X Factor and ‘Got Talent’ into among the world’s largest syndicated TV shows Amanda Horton - Mastin Advisor CEO at Semble; spent 20+ years at Comic Relief in senior roles in marketing, fundraising, innovation, public education, grants and international events

The risks presented below are certain of the general risks related to SAZKA Entertainment AG (or PubCo following the closing of the Business Combination) (the "Company") (the Company, together with its subsidiaries, joint ventures and associates, the "Group"), Cohn Robbins Holdings Corp. ("SPAC") and the proposed business combination between the Company and SPAC (the "Business Combination") and such list is not exhaustive. The list below has been prepared solely for purposes of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. You should carefully consider these risks and uncertainties, and should carry out your own diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this offering before making an investment decision. Risks relating to the business of the Company will be disclosed in future documents filed or furnished by the Company and SPAC with the U.S. Securities and Exchange Commission ("SEC"), including the documents filed or furnished in connection with the Business Combination. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and SPAC and the Business Combination, and may differ significantly from, and be more extensive than, those presented below. Risks Related to the Group's Industry and Business • The effects of the COVID - 19 pandemic and related public health measures have affected how the Group operates its businesses and how consumers interact with the Group; the duration and extent to which the pandemic and related public health measures will impact the Group's businesses, future results of operations and cash flows remains uncertain. • The lottery and gaming industry is highly regulated; gaming regulation is continually developing and the regulations to which the Group is subject could become stricter. • The Group's businesses are required to obtain and maintain licenses and concessions in order to operate in each jurisdiction and, in certain circumstances, their ability to do so may be dependent on their shareholders and directors also meeting specific regulatory requirements in order to maintain the licenses and concessions of the Group's businesses. • The Group's businesses are exposed to risks related to the potential loss of their exclusive rights to operate the Group's business activities under their licenses and concession agreements and/or of alteration or termination of their licenses prior to their expiration, and their licenses may also be challenged by potential competitors. • The Group's businesses could be subject to changes in tax regimes, tax audits, tax penalties, and special levies and fees, including specific gaming sector taxes. • The Group's businesses may not be able to respond to changes in technology or successfully modify their product offerings to satisfy the future technological demands of their customers. • Actions by governments, political and market conditions, economic downturns or other macroeconomic factors beyond the Group's control in the countries in which the Group's businesses operate could have an adverse effect on the Group's businesses, results of operations, and financial condition. • Competition within the global entertainment and gaming industries is intense and if the Group fails to compete effectively, its existing and potential users may be attracted to competitors or to competing forms of entertainment such as television, movies, online gaming, and sports betting, as well as other entertainment and gaming, options on mobile devices and web applications. If the Group's offerings do not continue to be popular, we could experience, among other things, price reductions, reduced margins and loss of market share, and the Group's businesses, financial condition, and results of operations could be harmed. • The Group's businesses may be adversely affected by the illegal lottery and gaming market and competitors whose legal status is unclear. • The Group may not be able to successfully source, originate, execute, integrate and manage business acquisitions or may fail to obtain the expected benefits from existing or future strategic investments, partnerships and acquisitions. • The Group does not wholly own several of the entities that operate the Group's businesses and that account for a substantial portion of the Group's Gross Gaming Revenues ("GGR"), and the Group is party to shareholder agreements with the other shareholders of such entities that contain a number of protective provisions in favor of such other shareholders. • The Group's businesses are exposed to risks arising from using a network of agents to distribute its products. • The Group's businesses are dependent on a relatively low number of suppliers of technology infrastructure and support. • The Group's business model depends upon the continued compatibility between the Group's platforms and the major mobile operating systems and upon third - party platforms for the distribution of the Group's product offerings. If the main app stores prevent users from downloading the Group's apps, the Group's ability to grow its revenue, profitability and prospects may be adversely affected. • The Group's businesses, and certain third parties the Group relies on, may fail to maintain effective compliance procedures and policies for anti - money laundering, anti - bribery, fraud detection, anti - corruption, economic sanctions programs, regulatory compliance, and risk management processes. • Negative perceptions and publicity about the lottery and gaming industry could lead to negative socio - cultural reactions and more restrictive regulations. • The operating systems and networks of the Group's businesses are exposed to risks associated with technical failures and security breaches caused by human error, problems relating to technology, natural disasters, sabotage, viruses, and similar events. • The operating systems and networks of the Group's businesses are exposed to risks associated with its own growing technical infrastructure needs and reliance on third - party technology providers. • The gaming operations of the Group's businesses, in particular the sports betting operations, can be affected by pay - out fluctuations or betting outcomes. • The sports betting operations of the Group's businesses are significantly affected by the timing and frequency of sporting events during the calendar year. • The Group's businesses may be unable to successfully maintain and enhance their brands. 42 Risk factors

Risks Related to the Group's Industry and Business • Lotteries and games are subject to changing consumer preferences. • If the Group's internal controls are ineffective, its operating results and market confidence in its reported financial information could be adversely affected. • The online offerings of the Group's businesses are part of a new and evolving industry which presents significant uncertainty and business and regulatory risks. • The Group's businesses are affected by the risk of data leakage. • The operations of the Group's businesses may be subject to work stoppages or other labor disputes. • The Group's businesses may be unable to attract, train or retain key management and qualified employees. • Taxation of unrealized foreign exchange gains may adversely affect the Group's financial condition. • The insurance of the Group's business activities may not be adequate. • If the Group is unable to protect its intellectual property and proprietary rights or prevent its unauthorized use by third parties, the Group's ability to compete in the market or its businesses, financial condition, and results of operations may be harmed. • The Group’s businesses can face claims relating to the intellectual property rights of third parties, including claims of third parties that the Group is infringing on their intellectual property and proprietary rights. These disputes may result in costs for legal representation, damages, brand change, the need to design new products and services, the purchase of new licenses from third parties or in changing the Group's management with regard to business activities, which could adversely affect brand value. • The Group's planned re - domiciliation of SAZKA Group a.s. from the Czech Republic to Switzerland may be lengthy, costly and complex. • The Group's businesses are subject to risks from legal, administrative and arbitration proceedings. • The Group's substantial indebtedness may make it difficult for it to service its debt and to operate its businesses, and the Group may not be able to obtain additional financing on reasonable terms or at all. • The existing major shareholder of the Group can exert considerable control over the Group. • The Group may incur additional tax liabilities. • The Group's financial projections are subject to significant risks, assumptions, estimates and uncertainties, and actual results may differ materially. These estimates and assumptions include estimates of the total addressable market for the Group's products and assumptions regarding consumer demand, among others. These estimates and assumptions are subject to var ious factors beyond the Group's control, including, for example, changes in consumer demand, changes in the regulatory environment, the impact of global health crises and changes in the Group's executive and management teams. • The name change and rebranding from Sazka to Allwyn may take significant time, may not occur, may be complex and costly or may be subject to regulatory review and/or other unanticipated risks that may delay or prevent the name change and rebranding. Risk Related to the Offering and the Shares • There has been no prior public trading of the Class B Ordinary Shares. • The Class B Ordinary Shares are not listed in Switzerland, the Company's home jurisdiction. As a result, the Company's shareholders will not benefit from certain provisions of Swiss law that are designed to protect shareholders in a public takeover offer or a change - of - control transaction. • The Company is controlled by KKCG, and the Company's dual - class share structure and the ownership of the Class A Ordinary Shares by KKCG will also have the effect of concentrating voting control with KKCG for the foreseeable future, which will limit or preclude the ability of other shareholders to influence corporate matters. • The dual - class share structure may depress the trading price of the Class B Ordinary Shares. • Shareholders exceeding certain shareholding thresholds may be required to meet specific gaming regulatory requirements in order for the Group to maintain its licenses and concessions. • The issuance of additional debt or equity securities by the Company in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute all other shareholdings and may adversely affect the market price of the Class B Ordinary Shares. • Shareholders may not have, or be entitled to exercise, preferential subscription rights in future equity offerings. • The rights and responsibilities of a shareholder are governed by Swiss law and will differ in some respects from the rights and obligations of shareholders under the laws of other jurisdictions, and the shareholders may be subject to multiple notification obligations. • The Company is a holding company that is dependent on its subsidiaries to make dividend payments and distributions. • Shareholders or investors whose principal currency is not the euro may be subject to exchange rate risk. • Foreign Account Tax Compliance Act withholding may affect payments on the Class B Ordinary Shares. 43 Risk factors (Continued)

44 Risk factors (Continued) Risks Related to SPAC and the Business Combination • Directors of SPAC have potential conflicts of interest in recommending that its stockholders vote in favor of approval of the Business Combination. • SPAC's initial stockholders, officers and directors may agree to vote in favor of the Business Combination, regardless of how its public stockholders vote. • The SPAC and Group may not be able to obtain the required stockholder approvals to consummate the Business Combination. • SPAC's sponsors, directors, officers, advisors, and their affiliates may enter into certain transactions, including purchasing shares or warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public "float" of its securities. • SPAC and, following the Business Combination, the Group, may face litigation and other risks as a result of any material weaknesses that may be identified in SPAC's internal control over financial reporting. • SPAC may invest or spend the proceeds of the Business Combination and private placement in ways with which the investors may not agree or in ways which may not yield a return. • Each of SPAC and the Group have incurred and will incur substantial costs in connection with the Business Combination, private placement and related transactions, such as legal, accounting, consulting, and financial advisory fees, which will be paid out of the proceeds of the Business Combination and the private placement. • The ability of SPAC's public stockholders to exercise redemption rights with respect to a large number of shares could deplete SPAC's trust account prior to the Business Combination and thereby diminish the amount of working capital of the combined company. • In the event SPAC's public stockholders exercise redemption rights with respect to a significant number of shares, all transaction proceeds (net of transaction expenses), including PIPE proceeds, will be paid out to the Company's existing shareholders as cash consideration. • SPAC's stockholders will experience immediate dilution as a consequence of the issuance of stock as consideration in the Business Combination. Having a minority share position may reduce the influence that SPAC's current stockholders have on the management of the combined company. • Neither the SPAC's board of directors nor any committee thereof obtained a third - party valuation in determining whether or not to pursue the Business Combination. • SPAC is an emerging growth company subject to reduced disclosure requirements, and there is a risk that availing itself of such reduced disclosure requirements will make its common stock less attractive to investors. • The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination agreement may be terminated in accordance with its terms and the Business Combination may not be completed. • Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination and significant expenses could be incurred in connection therewith. • Changes to the proposed structure of the Business Combination may be required as a result of applicable laws or regulations. • The consummation of the Business Combination is subject to risks that regulatory approvals (including specific regulatory approvals to maintain the licenses and concessions of the Group's businesses) are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect. the combined company or the expected benefits of the Business Combination. • The combined company may not be able to realize the anticipated benefits of the Business Combination. • There have been changes to the accepted accounting for SPACs. For example, on April 12, 2021, the Staff of the SEC issued a statement related to warrants issued by SPACs (the "SEC Statement"), which resulted in the warrants issued by many SPACs being required to be classified as liabilities rather equity. SPAC has accounted for its outstanding warrants as a warrant liability and the Company will be required to determine the value warrant liability quarterly, which could have a material impact on its financial position and operating results. • Further changes in the accepted accounting related to SPACs may also result in the recognition of accounting errors in previously issued financial statements, restatements of previously issued audited financial statements, the filing of notices that previously issued financial statements may not be relied upon, and findings of material weaknesses and significant deficiencies in internal controls over financial reporting. In addition, such changes could delay or have a material adverse effect on SPAC's and the Company's ability to consummate the business combination.

45 Risk factors (Continued) Risks Related to Ownership of Class B Ordinary Shares Following the Business Combination and Operating as a Public Company • The price of the Company's common stock and warrants may be volatile and subject to wide fluctuations. • The Company will have increased costs as a result of becoming a reporting company. • The Company's internal control over financing reporting has not been assessed for compliance with the standard required by Section 404 of the Sarbanes - Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes - Oxley Act could materially and adversely affect the Company. • Future resales of Class B Ordinary Shares after the consummation of the Business Combination may cause the market price of the Company's securities to drop significantly, even if the Group's businesses are doing well. • Warrants may become exercisable for Class B Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to the Company's stockholders. • If securities or industry analysts do not publish research or reports about the Group's businesses, if they adversely change their recommendations regarding the Company's stock or if the Company's results of operations do not meet their expectations, the Company's stock price and trading volume could decline. • The Company may be subject to securities litigation, which is expensive and could divert management attention. • The Group's strategy includes the evaluation and potential acquisition and integration of businesses or their assets. The Group's businesses may suffer if it is unable to successfully undertake the integrations into the Group or otherwise manage the growth associated with such acquisitions, which could adversely affect the Group's operating results and result in charges to earnings, impairing its businesses, financial condition, and results of operations. • As a private company, the Group has not been required to document and test its internal controls over financial reporting in accordance with the rules applicable to U.S. public companies, nor has its management been required to certify the effectiveness of its internal controls and the Group's auditors have not been required to opine on the effectiveness of the Group's internal control over financial reporting. Failure to maintain adequate financial, information technology, and management processes and controls could result in material weaknesses which could lead to errors in the Group's financial reporting, which could adversely affect its businesses. • The Group is a foreign private issuer under applicable securities laws, and, as a result, is not subject to certain rules and obligations that are applicable to a U.S. domestic public company and is not subject to certain corporate governance listing standards that are applicable to a listed U.S. domestic public company. • The Group may lose its foreign private issuer status, which would then require it to comply with the domestic reporting regime under the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, and cause the Group to incur significant legal, accounting and other expenses.

EX-99.3

Exhibit 99.3

 

C O R P O R A T E   P A R T I C I P A N T S

Gary Cohn, Co-Chairman and Director, Cohn Robbins Holdings Corp.

Robert Chvatal, Group Chief Executive Officer, Allwyn

Ken Morton, Group Chief Financial Officer, Allwyn

Cliff Robbins, Co-Chairman and Director, Cohn Robbins Holdings Corp.

P R E S E N T A T I O N

Operator

Hello everyone and thank you for standing by. Welcome to the Allwyn and Cohn Robbins Holdings Corp. webcast and presentation. We appreciate everyone joining today.

The information discussed today is qualified in its entirety by the information contained in the Form 8-K, including exhibits thereto, that have been filed by Cohn Robbins Holdings Corp. with the SEC.

In conjunction with today’s discussion, we will be referring to an investor presentation, a copy of which is being filed as an exhibit to the forementioned Form 8-K. You are encouraged to follow along and carefully review the disclaimers included in the presentation.

Before we begin, I would like to note that this call may contain forward-looking statements, including Cohn Robbins Holdings Corp. and Allwyn’s expectations for future and financial business performance and condition, industry outlook, and the timing and completion of the transaction.

We will now turn it over to Gary Cohn of Cohn Robbins Holdings Corp. Please go ahead.

Gary Cohn

Thank you all for joining us today. We’re here to talk about a very exciting opportunity. Before we do that, let me introduce myself and my partner Cliff Robbins.

Myself, I have a long history in the financial services industry as well as the government. I spent 26 years at Goldman Sachs; the last 11 of those, I was President and Chief Operating Officer. I left Goldman Sachs to become the head of the National Economic Council at the White House. I spent my time at the White House driving economic policy for the United States government and was heavily involved in the tax reform for the United States. When I left the White House a little bit over three years ago, I started investing my own money in private equity and got involved in helping new start-up companies as well.

My good friend Cliff Robbins approached me a little bit over a year and a half ago on starting a SPAC, which I thought was a very good idea, and we got together and did that. Let me introduce my good friend Cliff Robbins.

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2

Cliff has an amazing track record of over 35 years of investing experience. He started his career as a partner at KKR, then became a partner at General Atlantic, and then had 16 years as CEO and Founder of his own hedge fund, The Blue Harbour Group. Blue Harbour took long-only positions in middle market companies and worked with management teams to extract shareholder value over a long period of time.

Once Cliff and I raised our SPAC, we started on a process of looking for a real company. We made a commitment to our shareholders that we would go out and find a real company. We looked at numerous companies in numerous industries, and we have found an amazing Company in a really great industry. The Company we have found is Allwyn, and we’re really excited to bring it to you after having spent all this time doing due diligence.

In September 2020, Cliff and I raised an $828 million SPAC. Today, we’re taking our $828 million in trust and combining it with a PIPE of over $350 million, which includes a $50 million commitment from the sponsors, Cliff and myself, and our partners are planning to merge with Allwyn, which is a leading multinational lottery player. We expect the new Company to have a market cap of roughly $8 billion. We expect to be bringing this at an attractive valuation of 10.8 times ’22 EBITDA, and the Company will be very lowly levered at 1.6 times pro forma.

Going to Page 6, we’re very excited about this opportunity. Allwyn is a real company. It’s in a space that has extraordinarily high barriers to entry. It’s a very well-known brand. It is extremely well-positioned, historically the lotto has been store-based, kiosk-based, coffee shops, drug stores, gas stations—we’ll talk about that—but it has undergone a really interesting transformation in the last few years into a digital market. Digital is an extraordinary opportunity for us. You’ll hear about the digital opportunity. We have real interesting growth opportunities, not only in the digital market and our existing territories, but we’ll talk about some new opportunities and some new geographies.

Allwyn has a great financial balance sheet. This is, as I said, a real company with real margins and real cash flow. The Company is projected to earn over $800 million in EBITDA in 2022.

So, as you can see, Cliff and I are very excited about that. We’ll be talking to you about this through the presentation. I’ll be back to talk about more at the end.

With that, let me turn it over to our CEO, Robert Chvatal.

Robert Chvatal

Thank you, Gary.

My name is Robert Chvatal, and I am Allwyn’s Group CEO. My background is fast-moving consumer goods with Procter & Gamble and Reckitt Benckiser. Then I spent 15 years in mobile telecommunications with T-Mobile in three different countries. Nine years ago, I became SAZKA Czech Republic’s CEO, and I realized that my professional background of consumer goods, entertainment and mobile telecommunications fits well with what we want to do with the lottery. So, I became quite active in the sector. I’ve been elected as ExCom member of the European Lotteries, which is the industry body based in Brussels. I’m also an ExCom member of EuroJackpot, which is one of the two multijurisdictional pan-European schemes, similar to Powerball and Mega Millions in the U.S.

With that, let me introduce to you Allwyn; turning to Page 8, Allwyn at a Glance.

We are Allwyn, originally known as SAZKA Group. We hold leading positions in five European markets, namely Austria, Czech Republic, Greece, Cyprus and Italy. When we took over the first lottery in the Czech Republic almost 10 years ago, and I became CEO of the business, we realized how much potential a well-run, customer-focused lottery has, even in the broader gaming space. It is the potential of registering or de-anonymizing the consumer base. It’s the potential to innovate the portfolio and extend the portfolio. It’s the potential of successful organic as well as inorganic growth, and we have successfully rolled this model out in our four other European markets.

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3

The scale is quite there already with 16 billion wagers; pro rata NGR, Net Gaming Revenues of €1.5 billion—this is post winnings and post paying any lottery taxes—and projected €710 million EBITDA for 2022, which means 48% EBITDA margin, and a high cash flow of €675 million which results in 95% cash conversion.

We are quite nicely balanced geographically into the four European geographies, and product-wise, while we are focusing on the lottery, we are also quite nicely expanding into other gaming verticals, namely sports betting, iGaming and gaming machines as well.

Very important piece is online share, and our Czech Republic business achieved around 40% share generated online of the whole business.

We, aside of the organic growth track record, clearly focused also on M&A and inorganic growth. One notable example is that we are the key challenger to the UK National Lottery incumbent now and we participate in the tender to run U.K. National Lottery, the result is expected to be known in March this year, and the whole point of going and listing in the U.S. is that we see the U.S. market as a great opportunity, pretty much lagging behind the level of sophistication, especially in the iLottery adoption Europe.

Turning to Page 9, let me mention that the ecosystem of lottery and how it works. The lotteries are large businesses. They are important to governments and states as lottery taxes are important for state budgets or good causes contributions. They have stood the test of time. Governments need lotteries, and Allwyn is in the best spot in this value chain because we have direct relationships with millions of customers. We build their profiles from anonymous to registered. We are a B2C business with mostly own lottery brands which are key ingredients of consumer trust. We have control over the largest retail distribution networks typically in the countries due to our dominance, and in parallel, we drive fast the digitalization of the business model.

Turning to Page 11, a few investment highlights as we try to define them. The first one is that the lottery is already a global industry. This is a large business and still has significant room for growth as consumption continues to move online.

Secondly, we know how to make lotteries better: grow them organically, be more customer-focused via data analytics and cross-selling, simply digitize the lotteries.

The third highlight is clearly our successful M&A track record where we used the cash flow from the businesses to help self-fund other growth initiatives and other expansions.

Last but not least, our management team is quite diverse; we have diverse sectors as background. We work together for five-plus years and have demonstrated that we can individually run in our lotteries, and we handpicked even the top management teams in respective markets which instill further the performance culture there.

Turning to Page 12, a few words about the sector and industry as such. Lottery is $300 billion global industry that continues to generate growth on an annual basis, but is poised for even faster growth over the next 5 to 10 years as product had previously lagged in digital adoption and now increasingly moves online. Lottery is the largest constituent of the global gamin system with favorable customer demographics.

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4

Turning to Page 13. Lottery is an appealing product. Lotter has tremendous demands to a large demographic. People always dream to be lucky with doing little, and buying a small price ticket anywhere in retail or easily via application is a compelling proposition. It’s a low-cost purchase that represents life-changing dream.

Turning to Page 14, lottery also demonstrates huge resilience. Lottery is quite resilient, even in economically volatile times. You could argue it’s basically a recession-proof model, and the reason is it’s a low-ticket item, easy to consume model via application which proves to be great even during the recent pandemic lockdowns and actually accelerated our ability to migrate and de-anonymize our retail base into online digital experience.

Turning to Slide 15, we clearly demonstrate that we are able to significantly grow online share. If you look on the upper page what happened in the sports betting business and how sports betting became online predominant; we expect the same to happen in lottery space as well. In iLottery, if you look at Europe, in Europe, especially Scandinavia, Finnish National Lottery called Veikkaus is generating over 40% of their business already through online.

Turning to Page 16. By the way, online definitely offers the higher margin and provides improved customer data to support cross-selling and marketing efforts, and therefore we also believe that the U.S. opportunity is big because there is only a handful of U.S. states that actually even legislated on ability to buy lottery online.

Now turning to Page 16. Online lottery grows and this is our focus. The good news is that when it comes to retail versus online, retail is not an obvious victim to online. Across Europe, not only in our footprint, like for example in France or U.K., retail is stable and what contributes to the growth of the whole sector is actually adoption into iLottery. iLottery benefit is that you know the customer profile. You know what he uses and the margin and the average revenue per user of these customers are simply higher.

Also, the beauty of this business is that anything, even a smaller win that you win in online iLottery, you have the option to reinvest back into buying yet another lottery ticket or yet another scratch card.

Turning to Page 17, one of our key KPIs is number of active customers playing online every month. As we speak, about one million customers across Allwyn’s footprint in Europe now is actively using our digital entertainment hubs, as such, this one of the key KPIs that we track and we support and push and invest behind.

Turning to Page 18, there is this cross-selling and upselling opportunity, which is driven especially, as a B2C company, driven by the trust and awareness of the lottery brands. We have lottery brands which are trusted and known lottery gaming brands in our markets. They have 90-plus percent brand awareness, and the consumers trust the lottery brands because the lottery has paid out even the high multimillion dollar jackpots. The governments trust these lottery brands because they are the stable stream of good causes contribution, stable stream of taxation income and in our markets, one of the biggest contributors to the state budgets.

This trust of the brands helps our loyalty which, we ourselves, even support, both in retail as well as online environments, and the result is that we are able to generate, compared to other gambling companies or online iGaming companies, a higher lifetime value, higher average revenue per user, lower churn rates, and even lower average customer acquisition costs.

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5

On the right-hand side of the Slide 18, you see the case study from the Czech market where we started the online lottery, and other gaming verticals back in 2017, and you see that in 2018 and ‘19 figures are not dropping from the customers that joined in the year before and they are not diminishing and they are not being replaced by others, but they are actually growing. You see the stickiness and resilience that this lottery brand has for our customer base, even in the online space where people are afraid there is a hyper competition. But people who don’t have anywhere to go for lottery than for us, we have typically either exclusive or very dominant position in the lottery market everywhere we operate, means that the online is not a threat, but a great opportunity for us.

Turning to Slide 19, I wanted to also comment on high structural barriers to entry of our business.

It’s the nature of this business, which is about a very leading, very dominant position, and that creates in itself high structural barriers to entry. We mostly operate, as I said, under exclusive long-term licenses, and to date we have 100% track record of renewing these licenses.

All operating brands have longstanding relationships also with the government, which are the regulators. We take government as our partners, and even though we mostly own these brands, which makes our position even more dominant and strong, and governments have several years of experience with us and that we are able to grow their national lotteries responsibly, which is another key strong expectation from any government and regulator that the player protection in lottery is actually on the highest standard.

With that, I would hand over to Ken, our CFO, to comment on our track record, both organic growth as well as inorganic growth.

Ken Morton

Thank you, Robert.

I’m Ken Morton, and I’ve been the CFO since the beginning of 2020. Before that, I was the Head of Corporate Finance at KKCG which is the controlling shareholder of Allwyn, and before that I was an investment banker. I spent most of my career at Morgan Stanley.

Starting on Page 20, M&A and tenders have been central to our strategy since the foundation of the group. On this slide we’re showing some of the key transactions over the last 10 years. During that period, we’ve grown from zero to €16 billion of wagers in five markets. We’ve entered each of those markets through M&A or participation in a tender.

Although the assets that we’ve acquired are great assets because of the structure of the lottery ecosystem, in many cases, these processes have actually not been particularly competitive, and in some cases, we’ve been the only participant. There are very few companies out there who have the ability to really operate a lottery, who regulators are comfortable with, who have an understanding of the consumer dynamics and the ability to execute and finance the deals.

Moving on to Slide 21, expansion into new markets is going to continue to be an important part of our growth strategy. We’re currently focused on opportunity in markets in Europe and the U.S. Our current markets are forecast to have lottery wagers of €28 billion in 2022, and our key target markets in Europe and the U.S. have the potential to increase our TAM by over €100 billion, so this is really a super-exciting moment in our strategic history.

Moving on to Slide 22, we’ve highlighted some of the potential expansion opportunities and the types of transaction that we’re currently focused on. To touch on a few highlights, as Robert mentioned, we’re currently participating in the tender for the next UK National Lottery concession. This is one of the largest lotteries in Europe. We’ve been working on the opportunity for several years, and we’ve assembled a fantastic team. We submitted our bid in October, and we expect the results to be announced in March.

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6

The lottery is characterized by high barriers to entry and the current operator has won three tenders since the lottery was started in 1994; however, we are very confident that we can make a compelling case that we will deliver material revenue growth and player protection.

Other opportunities in Europe include privatizations in some markets and bolt-on acquisitions which we believe would be synergistic to our existing positions.

Then finally, there’s the huge U.S. opportunity. We’ve been working on the U.S. for a few years, and it’s unquestionably one of the most exciting gaming markets in the world at the moment. Sports betting has been more in the headlines, but we think the opportunity in lottery is just as exciting. We think that the historic market structure where you have the state lotteries and an oligopoly of suppliers who are very much tech-focused and retail-focused and there’s very limited online is really just not sustainable.

We believe the lotteries are going to have to continue moving online and present a much more compelling proposition to customers. This is the same trend that we’ve seen play out in Europe, and in the U.S. the process is just starting. Only 14 states have got online lottery, and only three states have privatized their lotteries.

As a U.S. listed company with an intimate knowledge of how this trend has played out globally, we’d be in a very strong position to capture this huge and super-exciting opportunity.

We’ve always been very cautious in our M&A, and this is certainly our approach in the U.S.; however, we do think that combining a U.S. platform and financing with our experience is a really once-in-a-generation opportunity to create value, and that’s one of the reasons why we’re so excited about this transaction.

On Slide 23, we’re showing our net gaming revenue pro rata to our economic interest in our businesses. We’ve grown fast. Our aggregate pro rata NGR grew at between 17% and 37% in the three years between 2016 and 2019. We’ve been discussing M&A, but we want to highlight that organic growth is also a key engine of our development and one of our key strengths. In the three years pre-COVID, we delivered between 6% and 11% organic growth. The key revenue drivers have been growth in the online channel and cross-selling to other verticals. As you’ll see from our forecast, we expect to continue to see high single-digit organic growth going forward.

On Slide 24, we’re showing our revenue, our Adjusted EBITDA, and cash flow generation, as well as the outlook. Our outlook doesn’t incorporate any material benefits from M&A or from the U.K. National Lottery in 2023 in this forecast.

We’ve got a great growth track record, and we are also very profitable and very cash flow generative. Looking back at 2019, we had an Adjusted EBITDA margin of 44% and EBITDA minus Capex was 94% of EBITDA, giving an indication of our very strong cash conversion.

Twenty-twenty-one has already been a great year. We expect pro rata EBITDA at 550 with revenue and margin both significantly above pre-COVID levels, and we expect to continue to grow very strongly, reaching €710 million of EBITDA in 2022. The largest contributor to that growth is simply a full year of operations in two of our markets where there was an impact from COVID restrictions on the land-based channel in the first half of 2021, and we are also expecting to see organic growth continuing in line with historic levels.

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7

Moving on to Slide 25, we have broken down the key drivers of the growth between 2019 and 2022. You can break them down into a few key building blocks. A large amount of the growth has actually already been delivered which gives us very good visibility over the outlook.

The first three bars represent acquisitions and increases in the stakes in our businesses that we hold. With the exception of the €24 million in the middle, these are acquisitions that have already closed. The first represents the bolt-on acquisition of a fantastic online gaming business. The second represents increases in our stakes in some of our businesses which have already happened. The €24 million is a small further acquisition of minority interest which is in our base case. We are continuing to see good organic growth and expect to see a total contribution of about 15% between 2019 and 2022, which is quite conservative in light of the levels that we’ve delivered historically.

The final bar, the €62 million represents a structural increase in margins that we have seen in the last several quarters. This is a result of some operational efficiency measures which we’ve been able to implement, the start of a new 10-year concession in Greece which is structurally more profitable, and the shift to online.

We are modeling that the 2022 margin will be flat on 2021.

Moving on to Page 26, business is very stable and very cash flow generative, so pro forma for the transaction we would have a very modest level of leverage. The chart shows how we would deleverage in a scenario where we don’t invest in inorganic initiatives. We are super excited by the opportunities that we see, and we do expect to be investing in growth, but this gives a sense of the financial profile and the flexibility to bootstrap growth that we have.

With that, I will hand back to Robert.

Robert Chvatal

Thank you, Ken.

Moving to Slide 27, let me comment on our management team.

While it’s common to see lifelong employment in the industry, we take pride in having highly experienced and international team with diverse backgrounds and diverse experience mix in consumer branding, gaming technology, telco, government affairs, consulting, M&A. This differentiates us clearly from the rest of the industry.

We also pay attention and handpick the management teams in individual markets, and we focus to be aligned between Allwyn’s management team and the Board. Karel Komarek, the Founder, is Executive Chairman and is in charge of setting the long-term ambition and strategy. We’re also excited to have Gary Cohn and Cliff Robbins partnership and expect their involvement in post transaction company leadership.

With that, I’ll hand over to Cliff Robbins.

Cliff Robbins

This is Cliff Robbins speaking. I want to draw your attention to Slide 29 where I’m going to start to talk with you about the structure of the transaction and then the valuation.

On 29, you’ll see the sources and uses. As was mentioned earlier, we have $828 million from our SPAC. We’re putting that together with a minimum of $350 million that we’ve just raised in the PIPE of which $50 million comes from our sponsor. The uses of that capital, a third of the capital is going on the Company’s balance sheet, although it’s already delevered, to further give it the firepower to pursue some very exciting growth initiatives ahead, and two-thirds is going to secondary, but I would mention that existing stockholders are rolling over 82% of their interest in the Company, so everyone is quite aligned and excited about the success of Allwyn.

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8

Going to Slide 30—and I’d like to spend a few minutes here—about the valuation structure of the transaction itself.

When Gary and I sat down to structure this transaction, we were quite excited to do so at 11.5 times ’22 EBITDA. As I’ll talk to you in a few minutes, that compares very, very favorably to the comparable companies.

As we gave this a further thought, we wanted to provide an even more compelling transaction to our SPAC investors and our PIPE investors, and so we’ve done some innovative things here in this transaction.

For the SPAC investors, we’ve established a pool of an additional 8% shares to allocate to our SPAC investors. And so, if SPAC investors fully stay in the deal and no investors redeem, we’re going to take that 8% pool and allocate it pro rata to our SPAC investors. This will bring their buy-in multiple from 11.5 times down to 10.8 times.

Another innovative structure of this bonus pool is that we’re going to allocate the 6.6 million shares, the 8% of new shares fully, irrespective of the redemption profile of the SPAC, and so if SPAC holders do decide to redeem, it will only benefit those who stay in the transaction because they will get even a larger share of the 6.6 million bonus pool, and therefore their buy-in multiple would be even lower than 10.8 times.

We also then looked at our PIPE investors and said we want to welcome them into the transaction also on a super attractive basis, and so we have designed and fully allocated an 8% bonus pool to PIPE investors. So, those PIPE investors who subscribed last week to the transaction get an additional 8% shares on top of the shares they’re purchasing, and that’s bringing their buy-in multiples down to this very attractive 10.8 times.

I now want to bring your attention to Slide 31. I mentioned previously that the 11.5 and certainly the 10.8 multiple compares very favorably to the comparable companies. While the gaming space is a broad space with many players, there really are two comparable companies in the B2C lottery business that Allwyn will be compared against.

One is called Française des Jeux, FDJ, a publicly traded, large French B2C lottery business, and Tabcorp is today a multiline gaming company in Australia, but they have a large B2C lottery business in Australia, and they have announced publicly they plan on spinning off that company to their stockholders. Analysts are already valuing and rating that company.

Going on to Slide 32, we believe that there will be three principal B2C lottery companies for the market to judge and, importantly, where Allwyn will be valued against. You will see in the first bar Allwyn, and the financials dynamics of FDJ and Tabcorp in the second and third bars. I will note that the financial dynamics of Allwyn are quite attractive versus these peers. Our projected EBITDA is growing at 2 times to 3 times the rate of FDJ and Tabcorp, respectively. Allwyn’s EBITDA margins are double, and importantly, Allwyn’s cash flow conversion is exceptional. We really think we have a quite attractive company here, relative to the peers.

Going to Slide 33, focusing even further on this valuation; as I have discussed, investors are being offered the opportunity to invest in Allwyn at 10.8 times given the special innovative features of the bonus pool or the extra shares allocated to the PIPE, and this compares quite favorably to the 13 times to 14 times where FDJ is trading, and while the public spinoff of Tabcorp has not happened yet, analysts are already writing about that happening at 16 times to 17 times. So, we really have a great opportunity here for our investors to come in at a very, very attractive valuation.

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9

 

Slide 34 sets this in summary form. This is the slide that we think that investors today and over time will continue to use to value Allwyn against its other two publicly-traded B2C lottery peers. I think an important part is the first line, the global presence of Allwyn.

FDJ and Tabcorp are geographically single-market companies. They operate exclusively in France and Australia, respectively. Allwyn is already, as Robert set forth in his presentation, in five large and growing European geographies. We have our eye, of course, on the opportunity to potentially have business in the U.K. if we are successful in the current tender process, and as discussed, we have aspirations to come to the U.S., which is a huge market, both for potential privatization of lotteries, and also for partnership opportunities to bring our iLottery technology to the U.S.

Also, on this chart are the financial statistics I discussed before, so we really think we have a really exciting company, and certainly coming at a big discount to its peers.

Slide 35 sets forth the investment opportunity for investors who come into this transaction, either those who subscribed to the PIPE last week, or for the SPAC investors who will be analyzing this transaction between today and closing. At 10.8 times, it provides a really significant investment opportunity, as we expect Allwyn to quickly capture the gap between its current valuation and where the peers are trading, and so there is really an exciting near-term 25% to 50% potential upside opportunity for Allwyn investors as the Company performs and that market rewards it with market-rated multiples, if not higher.

That concludes my thoughts, and I want to turn it back over to my partner Gary Cohn who will make some summary comments about the transaction.

Gary Cohn

Finally, on Page 36 in closing, as you can see, we’re excited about this opportunity. As you’ve heard, this is a real company, a real business, with real barriers to entry. It is a leading multinational lottery platform and has real scale with real earnings. We are projected to earn over $800 million in EBITDA in 2022. We continue to see the exciting shift to digital. There’s really attractive opportunity, both in organic and inorganic growth. We’re very excited to bring you this at a very compelling valuation.

The bonus structures that we’re bringing to our existing shareholders as well we our PIPE investors, we think provides an unbelievably compelling opportunity for you. We’d love to have you all in the transaction. We’re excited moving forward.

Thank you very much.

Operator

That concludes today’s call. At this time, you may now disconnect. Thank you.

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10

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