GiG Signs a Binding Deal for 80% of 888AFRICA, With €10.3m Due Within 10 Months of Completion

GiG Software has signed a share purchase agreement for evoke's African operator and says the proposed deal will be finalised by 30 September. The signing puts a clock on the deferred payment and, for the first time, numbers on the business GiG is buying.

• GiG Software plc said on 28 September it has signed a binding share purchase agreement for the proposed acquisition of 80% of 888AFRICA for €16.4 million, to be finalised by 30 September
• The price is now €6.1 million on completion and €10.3 million over the following 10 months; when GiG announced terms in August it gave no timetable for the deferred amount
• GiG says 888AFRICA, which leads the market in Mozambique and is licensed in Angola and Tanzania, runs at about $50 million of annualised net gaming revenue with a 13% adjusted EBITDA margin
• The initial payment is funded by €2.5 million of new equity and €6 million of convertible loans at 15%, the reverse of the equity-heavy split GiG had signalled
• The seller is a subsidiary of evoke, the founders keep 20%, and GiG has not said which approvals completion still requires

From Principal Terms to a Signed Agreement

GiG Software plc, the Malta-based platform supplier listed on Nasdaq First North in Stockholm as GiG SDB and traded over the counter in the United States as GIGXF, announced on Monday that it has "entered into a binding share purchase agreement ('SPA') relating to the proposed acquisition" of an 80% stake in 888AFRICA for €16.4 million. The transaction is "to be finalised by 30 September 2026", the company said. At the time of writing GiG had not announced completion.

On 26 August, GiG said it had agreed principal commercial terms with Virtual Emerging Entertainment Limited (VEEL), an evoke plc subsidiary, "subject to approvals and signature of a Share Purchase Agreement". Monday's announcement does not name the seller or say which approvals, if any, are outstanding, including whether regulators in the three markets must clear the change of control. GiG described the consideration as "phased": €6.1 million on completion, with the remaining €10.3 million "payable over the following 10 months". It did not say whether the deferred amount falls in equal instalments or is tied to performance.

888AFRICA was set up in 2022 as a joint venture between evoke, then trading as 888 Holdings, and Christopher Coyne, who is its chief executive, according to SBC News. The founders will retain the 20% GiG is not buying and remain in management, GiG said in August. Its chief financial officer, Phil Richards, told iGaming Business this month that "the opportunity itself was time-limited" and that "888Africa became available because of Evoke's own strategic evolution". evoke's shareholders approved its takeover by Bally's Intralot on 20 August. We found no separate announcement of the disposal from evoke.

The Figures GiG Did Not Give in August

The new announcement adds the first operating detail on the target. According to GiG, 888AFRICA is "a profitable, high-growth African B2C operator with a market leading position in Mozambique and licensed operations in Angola and Tanzania", which has reached "a run rate of approximately $50 million of annualised NGR". In the second quarter of 2026, GiG says, it grew revenue 17% on the previous quarter and 30% year on year, expanded its adjusted EBITDA margin to 13% "as cost actions take effect", and generated more than $1 million of net cash. None of those figures has been audited or published in standalone accounts.

Chief executive Richard Carter said GiG was "delivering this growth through a disciplined capital structure, with a cash-generative business that strengthens the Group's financial position from completion". Coyne said GiG gives 888AFRICA "the platform, technology and reach" to compete at the highest level in African iGaming. GiG has not quantified the synergies it expects.

How the First Payment Is Being Funded

The €6.1 million due on completion comes from a raise GiG closed on 26 August. Existing shareholders, including its two largest, the MJ Foundation and ZJ Foundation, and Carter, subscribed €2.5 million at SEK 1.725 per SDR, about 9% dilution, conditional on completion of the acquisition. The other €6 million is two-year convertible loans from Carter, Myrild AS and Nalavio Limited at 15% annual interest, with up to 25% of the principal convertible every six months at a 10% discount to the 10-day volume-weighted average price. When it launched the raise, GiG had said it expected the split between equity and loans to be "around 70/30 respectively". Carter separately bought 1.5 million shares, taking his holding to 5,087,451, GiG announced on 2 September.

GiG's own position explains the structure. The company reported cash of €3.5 million at 30 June and a second-quarter operating loss of €6.9 million, after €3 million of one-off bad debt provisions, and guides to combined 2026 revenue of €44 million to €48 million and adjusted EBITDA of €5 million to €7 million, assuming 888AFRICA contributes for the fourth quarter only.

The Deferred Payment Now Has a Clock, and It Runs Faster Than the Target's Cash

In August the €10.4 million deferred element had no stated timetable. It now has one: €10.3 million within ten months of completion, or roughly €1 million a month if it were spread evenly, which GiG has not said it will be. On GiG's own figures, 888AFRICA generated a little over $1 million of net cash in the second quarter. Even if that pace held and all of it reached GiG, which as an 80% owner it will not automatically, the acquired business would cover only a fraction of the balance in the time allowed. The rest has to come from GiG's core platform business, which reported an operating loss in the second quarter, from growth at the target well above its current rate, or from more financing. That is tighter than "phased consideration" suggests, and it makes the next two quarterly reports the test of Carter's claim that the deal strengthens the balance sheet.

An Equity Raise Became a Debt Raise

GiG told the market it expected a raise weighted about 70/30 towards equity. It closed one weighted about 30/70 towards debt, at 15% interest. On €6 million, that is €900,000 a year in interest before any conversion, for a company whose adjusted EBITDA guidance for the whole combined group this year is €5 million to €7 million. The conversion feature eases repayment but at a 10% discount to market, and NEXT.io reported that the shares fell about 20% to SEK 1.38 after the August announcement, below the SEK 1.725 placing price. The largest shareholders and the chief executive took the equity, and Carter is also a lender, which signals conviction. But a debt-heavy mix at that rate is more typical of a company for which equity was scarce or expensive.

On GiG's Numbers the Price Looks Low, Which Is Why the Risks Matter

€16.4 million for 80% implies €20.5 million for the whole of a business GiG says runs at about $50 million of annualised net gaming revenue and is growing 30% a year. If those figures hold, that is a low multiple, and it is GiG's strongest argument. The discount reflects what GiG is taking on: revenue earned largely in local currencies such as the Mozambican metical and the Angolan kwanza, a leading position in a Mozambican market whose new online concession regime had not, when we last reported on it, published a route to a licence, and a margin that only reached 13% after cost cuts. It may also reflect the seller's position: the business became available, in Richards's words, because of evoke's "own strategic evolution". A run rate is not a year of audited revenue, and until 888AFRICA's numbers appear in GiG's consolidated accounts, the valuation rests on figures only the buyer has published.

GiG has signed for a business it describes as profitable and fast-growing, and has given itself ten months to pay for most of it. The first set of combined results will show whether 888AFRICA is paying for itself or GiG is paying for it.