GiG Buys Back Into B2C With a €16.4m Deal for evoke's African Arm

Two years after splitting itself in half to become a pure technology supplier, GiG is paying €16.4 million for a majority stake in an African operator, funded by an €8.5 million raise it launched the same morning it reported an operating loss of €6.9 million.

• GiG Software plc has agreed principal commercial terms to buy 80% of 888 Africa Limited from Virtual Emerging Entertainment Limited, a subsidiary of evoke plc, for around €16.4 million
• The consideration splits into roughly €6 million payable initially and €10.4 million deferred, and the founders will keep the remaining 20% and stay in management
• GiG is funding the initial payment through a directed share issue and convertible loans worth a combined €8.5 million, weighted about 70/30 towards equity, with an accelerated bookbuild launched immediately
• 888AFRICA holds what GiG calls a market-leading position in Mozambique, alongside operations in Angola and Tanzania
• Second-quarter revenue fell 5% to €8.8 million, the operating loss widened to €6.9 million after €3 million of one-off bad debt provisions, and cash stood at €3.5 million on 30 June

A Platform Supplier Is Buying an Operator Again

GiG Software plc, listed on Nasdaq First North Premier Growth Market in Stockholm as GiG SDB and on OTCQX as GIGXF, disclosed the transaction at 07:00 CEST on 26 August under the EU Market Abuse Regulation, alongside its second-quarter and half-year results. The two announcements are inseparable: the deal is the answer to the numbers.

Under the terms announced, GiG will acquire an 80% majority stake in 888 Africa Limited from Virtual Emerging Entertainment Limited, an evoke plc subsidiary, for approximately €16.4 million. The consideration is structured as an initial payment of around €6 million and deferred consideration of around €10.4 million. The company describes the agreement as principal commercial terms, subject to approvals and to signature of a share purchase agreement, which means this is not yet a signed acquisition. The founders of 888AFRICA retain the remaining 20% and continue to run the business.

To pay for it, the board announced an intention to carry out a directed share issue and to enter into convertible loan agreements for a combined €8.5 million, split roughly 70/30 between equity and convertible debt. The issue deviates from shareholders' preferential rights, and the accelerated bookbuild opened immediately on publication of the release. The board said it had considered a rights issue and rejected it on three grounds: speed, lower transaction costs, and the ability to move on the 888AFRICA opportunity without delay. Subscription price and share count are to be set by the bookbuild.

The results that accompanied the announcement explain the urgency. Second-quarter revenue was €8.8 million against €9.3 million a year earlier, a 5% decline the company attributes primarily to the insolvency of Richmond Atlantic and to lower non-recurring revenue. Adjusted EBITDA fell to €0.8 million from €1.0 million, with the margin down to 9% from 11%. The operating loss widened to €6.9 million from €3.7 million, driven by €3 million of one-off bad debt provisions. Across the half, revenue was €17.8 million against €18.4 million, and adjusted EBITDA €1.0 million against €1.4 million. Cash and equivalents stood at €3.5 million on 30 June, down from €4.3 million a year before.

Against that, the company has been cutting hard. GiG confirmed it has delivered in full the €4.5 million annualised savings programme announced in January, and initiated a further €6 million of annualised savings in June, achieved primarily by closing the white label business and exiting the United States and the Philippines. Nine brands launched during the quarter, including a day-one launch in the newly regulated Alberta market, where three new operators have signed. Four existing contracts were renewed.

Chief executive Richard Carter framed the year as a reset. He said the actions taken keep GiG on track to be cash generative by the end of the financial year, and described 888AFRICA as a cash-generative, profitable, fast-growing operator with a market-leading position in Mozambique and operations in Angola and Tanzania. Africa's online gambling sector, he said, offers long-term growth driven by demographic, mobile and regulatory tailwinds that few others can match. Pending completion, the group guides to combined FY 2026 revenue of €44 million to €48 million and adjusted EBITDA of €5 million to €7 million, assuming a full contribution from 888AFRICA in the fourth quarter only.

The Deferred €10.4 Million Is Where the Risk Actually Sits

The headline price is €16.4 million but the money being raised is €8.5 million, and that gap is the most important number in the announcement. The initial €6 million is comfortably covered by the raise, with change left for what the release calls general corporate purposes, which matters for a company holding €3.5 million of cash against a €6.9 million quarterly operating loss. The remaining €10.4 million is deferred, and nothing in either release says when it falls due or on what conditions. On the guidance GiG has given, that obligation is meant to be serviced by the combined group's own cash generation, which the company expects to turn positive on a quarterly basis after integration. That is a reasonable plan and it is also a circular one: the asset has to perform in order to pay for itself. If 888AFRICA underdelivers in Mozambique, Angola or Tanzania, GiG will be carrying a deferred liability roughly three times its current cash balance into a business that has just posted two consecutive quarters of declining revenue. Structuring two thirds of a purchase price as deferred consideration is how a buyer with limited firepower reaches an asset it could not otherwise afford, and it is also how a buyer inherits a problem it cannot walk away from.

The Guidance Implies GiG Is Buying Something Close to Its Own Size

Work backwards from the combined guidance and the scale of what is being acquired becomes clearer than anything stated directly. GiG's own first half produced €17.8 million of revenue. Its second half will carry the closure of the white label business and the exits from the United States and the Philippines, so the core is more likely to shrink than grow. Take a core full year somewhere in the low to mid thirties of millions, and combined guidance of €44 million to €48 million leaves roughly €8 million to €14 million attributable to 888AFRICA in a single quarter. Annualised, that would make the acquired operator comparable in size to, or larger than, the platform business buying it, at a price of €16.4 million for 80%. Either African B2C revenue is being valued at a fraction of what an equivalent European book would fetch, or the market is pricing in currency, concentration and regulatory risk that a Malta-listed supplier has not previously had to carry on its own balance sheet. Both readings are probably true at once. It is worth noting that GiG has not published 888AFRICA's standalone figures, and until the share purchase agreement is signed and audited numbers appear, the implied contribution is an inference from guidance rather than a disclosed fact.

evoke Sold Africa Six Days After Its Shareholders Sold the Company

The seller's side is as instructive as the buyer's. On 20 August, evoke shareholders approved the Bally's Intralot takeover of William Hill, 888 and Mr Green, leaving the scheme needing only the sanction of the Gibraltar court. Six days later, an evoke subsidiary agreed to dispose of its African operator. Schemes of arrangement customarily restrict what a target can do with material assets between approval and completion, so the incoming owners will at minimum have been aware of the disposal. What that tells the market is that African B2C did not survive the strategic review a takeover forces. A business described by its buyer as cash-generative, profitable and fast-growing was still, to a group carrying the debt evoke carries and heading into an integration of that size, a non-core asset worth €6 million today and a promise for the rest. The same logic that made GiG a pure B2B supplier in 2024, when it split from Gentoo Media, is now running in reverse at GiG and forwards at evoke. Focus is a strategy that looks obvious until the focused business stops growing.

GiG has bought itself a growth story and a deadline in the same transaction. Whether it has bought a platform company with an operator attached, or an operator with a shrinking platform attached, is a question the fourth quarter will answer rather than the press release.