Key Points
- Two Juroszek foundations acquired all 91,928,663 new Gentoo shares and own 56.49% of the company now, per company figures.
- There were no other eligible investors who accepted the offer, and retail investors have been essentially locked out.
- The new €50m loan of Gentoo has interest of at least 9.5%, leaving €57.5m worth of debt for the company’s largest shareholders.
Gentoo Media raised €50m worth of shares, but none of the eligible outside investors has made use of the offer. Two foundations of the Juroszek family bought all 91,928,663 new shares and have taken their stakes past 50%. Their stakes have grown from 26.8% to 56.49%, per company figures. This transaction brings a number of questions concerning the price of the share, restrictions imposed on it and a loan with interest of at least 9.5%.
Two Foundations Go Over the Majority Threshold
According to the completion notice of 2 November, two foundations of Juroszek – MJ Foundation and Fundacja Zbigniewa Juroszka – have received 45,964,331 shares each. Together they hold 128,029,657 shares, or 56.49% of the company. Prior to the transaction, their stake was around 26.8%.
There is another figure of 59.3%, which has been mentioned elsewhere. It involves Betplay Capital’s 6,443,026 shares. With the broader stake, the family holds 59.3%, up from about 31.6%, per filed figures. Gentoo’s completion notice has counted the votes after the transaction, but the date of registration of the new shares is not indicated. Other investors have lost 40.6% of their stakes. Betplay Capital, which has been listed as the third underwriter of 1 October, has not bought any of the shares.
Chief executive Jonas Warrer commented on the completion of the transaction, saying: “We have completed today the share issue and with that our refinancing.” Each new share cost SEK 6.1633 based on the 12-month volume-weighted average.
Why Small Shareholders Were Excluded From Participation
Participation in the offer was limited to EU, EEA or UK institutions that were identified as not being US persons. Retail investors could not participate in the offer since the issuer said it would be impractical to do appropriateness testing for such a large number of shareholders.
As mentioned above, Gentoo was a company incorporated in Delaware, which made a registered US offering impossible to arrange before the maturity of the bonds. In addition, Regulation S was applicable in this case, although only in the case if there was an unlisted class of shares.
Therefore, Class Z shares were created. These are unlisted shares and cannot be transferred within 12 months from the date of issuance. Besides, they are directly registered on the Euronext VPS platform. The voting and dividend rights of the class Z shares are identical to those of the common stock and Gentoo’s current shares are listed in Stockholm. After the expiry of the 12-month lock-up period, holders will have the right to convert their shares to common shares at the rate of one-to-one. Listing of the converted shares may also require a prospectus.
At the meeting on 2 November, 54.98% of all shares were represented and the issuance of the Class Z shares was approved unanimously by those participants. If the family exercised its voting rights on all shares amounting to approximately 31.6% at the time, then the family had more than half of the vote from the representatives of shares present at the meeting. Board members related to the family did not participate in the discussion of the board. According to the notice, neither foundation received a fee for underwriting the issue.
€50 million Loan With Interest Rate Floors at 9.5%
Both the financing options in Gentoo’s €100 million refinancing package will mature on 18 December 2019 when the €91.5 million bonds mature.
The financing option is a senior secured €50 million loan from Fundacja Zbigniewa Juroszka announced on 1 October 2019. The interest rate is 3-month EURIBOR plus 7.50%, but the floor rate is 2.00%. That is the lowest interest rate will be 9.50%.
Under the terms of this financing package, Gentoo will repay €10 million on the first two anniversaries and €30 million on the maturity date, which is December 2029. Gentoo can redeem the loan early without any premium. Warrer said that “the refinancing package is designed to enable Gentoo to take back control of our cash flow.”
Since the connection between Gentoo’s lenders and two Juroszek directors makes the loan a related-party transaction, the terms were negotiated by an independent board committee following the engagement of an advisor to contact more than 100 potential lenders. Thereafter, Deloitte Malta issued a fairness opinion confirming that the terms of this loan compare favourably with executable offers from third parties. There is no information about the number of offers and their terms.
After repaying the bonds, Gentoo expects to have €57.5 million in debt all with its largest shareholders. It will also pay off smaller amounts of debt, including €2 million in unsecured loans and €6.5 million out of €14 million in senior secured loans.
How Gentoo Got There?
The 2023 bond of Gentoo helped finance its acquisition of KaFe Rocks and the refinancing of its prior bond of SEK 550m, according to its bondholder page.
Entain valued the whole Polish bookmaker STS at around £750m in June 2023. The Juroszek foundations, which held around 70% of STS, accepted the offer and decided to reinvest a portion of the offer proceeds for a 10% interest in the buying company.
A month later, the family became the majority stockholder in Gaming Innovation Group with an 11.08% interest. By 24 June 2024, its entities were in possession of 25.06% after SkyCity of New Zealand sold its shares. “We want to be the biggest shareholders as we believe in the businesses,” stated Mateusz Juroszek back then. Gentoo adopted its new name that month prior to its separation from GiG’s platform business.
Financial troubles emerged soon afterwards. Covenant relief was granted to the firm in August 2025, following its report of a leverage ratio of 3.34x EBITDA a month later. Gentoo announced on 29 January 2026 its plans for the issuance of a bond of €120m to refinance the company’s existing bonds and credit facility. The firm called off the plan on 26 February, citing an “evaluation of market conditions and the terms indicated by investors”. Gentoo also announced an €18m loan facility from its majority stockholders on the same date.
On 26 August, Gentoo reduced its revenue outlook along with its second-quarter financial results. Brazil became another concern. On 25 September, the Provisional Measure 1394/2026 was introduced which prohibited fixed-odds betting and was under consideration by Congress. Its congressional committee was yet to be created on 10 November, while the review period extended until 23 November.
Gentoo made revenues of about €3.8m from January to August in Brazil. Its updated outlook does not anticipate any additional revenue from the country.
The board had pledged an update on its refinancing on 1 October. On that date, Gentoo announced another outlook revision. The firm cut its expected revenue to around €92m from the previously projected range of €97m to €100m. EBITDA excluding special items declined to about €40m.
Weaker player activity and low sports margins at the end of the third quarter were cited as reasons behind the revenue share income cut.
Expert Analysis: Rescue with One Family on Every Side of the Table
Gentoo required a lender and turned to the company’s biggest shareholder. According to Deloitte Malta, the loan terms are very favourable compared to the third party. We do not see any reasons to dispute this claim, but we would be pleased to see the offers involved in the comparison. A fairness opinion does not imply any publicly available comparison of prices.
The 58% premium is quite a large one when compared to the price closing on 30 September. Nevertheless, our calculations show that there was only a premium of around 19% compared to the price of SEK 5.1975 paid on 16 October. Gentoo claims that price negotiations were performed at arm’s length, however, it does not state who was negotiating from each side. None of the eligible investors subscribed at SEK 6.1633, thus we believe that this price was perceived this way by potential investors. The 12-month lock-up of unlisted shares might also explain the absence of subscriptions.
Gentoo mentions Brazil as a cause of decreased guidance. However, based on our calculations, €3.8m in revenue for eight months is not enough to explain the decrease in the guidance from €5m to €8m. The company was expecting some growth in Brazil in Q4 which weakens the argument, but does not exclude it. Gentoo mentions weaker player activity as another cause of reduced guidance, however, it is more related to the business activities of the company and not to the ban on betting in one particular country.
After 18 December, Gentoo will have no bondholders evaluating its credit anymore. One family will possess the loan, the shares and the voting rights. Any further dividends will go mostly to the two foundations, which possess 56.49% of the company. The Z class of shares has identical voting rights to ordinary shares. Thus, outside shareholders need to be careful starting on 18 December, then after early repayment of the loan and finally from the end of 2027, when Class Z holders will be able to request conversion.
The outside shareholders paid for this rescue by losing their voting powers, but Gentoo failed to provide what they would get in return.
Explore more:
Share
8 views
