Winvia Agrees £19.1m Deal for The Giveaway Guys and Win Life

Key Points

• On 28th September 2026, Winvia entered into an asset purchase agreement to purchase The Giveaway Guys and Win Life Competitions for a base consideration of £19.1m with an EBITDA-based earnout being greater than that.
• Both the brands together earned gross revenue of £30.3m and adjusted EBITDA of £4.25m for the year ended June 2026.
• An active HMRC review on VAT treatment of paid prize draw entries currently covers two of Winvia’s existing brands, separate from any historic liabilities of the acquired businesses.

An entity that was listed on the AIM Stock Exchange of London less than a year back has now made its fourth acquisition, and each acquisition further reduces the playing ground for those intending to get the UK prize draw scale.

On September 28, Winvia Entertainment (LSE: WVIA) entered into an agreement for the purchase of the trade, brand, and key assets of The Online Giveaway Guys, trading as The Giveaway Guys, and its subsidiary, Win Life Competitions. The acquisition completion will be subject to the transfer of the key supplier agreement and is scheduled to be completed by the end of October 2026.

Deal Terms and Payment Structure

The deal is an asset purchase. Winvia acquires brands and operations without assuming the sellers’ liabilities, cash, or trade receivables. That structure is deliberate in a market where tax exposure is actively being reassessed by regulators.

The base consideration of £19.1m implies an approximate 4.5x multiple against the agreed £4.25m adjusted EBITDA. A further potential earnout sits above that, calculated at 2.1 times the adjusted EBITDA the two businesses deliver over the 12 months to the second anniversary of completion, minus the deferred consideration. The final economic outcome depends on that post-close performance. Winvia is funding the deal from cash reserves rather than its Barclays credit facility.

What the Two Brands Bring?

Giveaway Guys was founded in 2020 and operates daily and scheduled prize draws with a dedicated customer base in the UK. The other brand, Win Life, is relatively newer and caters to customers for campervan prizes. Win Life is built on a strong recurring revenue stream which is an area that can be capitalised on by Winvia through its operational integration plans. Both the brands have collectively generated a gross revenue of £30.3m and adjusted EBITDA of £4.25m in the 12 months to June 2026.

Mihai Manoila, CEO of TOGG said: “This acquisition is yet another important step in our journey to establish ourselves as a leading player in the UK prize draw market. TOGG and Win Life are premium brands with engaged customers, attractive economics, and significant growth potential. In addition to the scale and reach benefits from the transaction, we see a clear opportunity to leverage Winvia’s proprietary technology platform, operational expertise, and product innovation capabilities to improve performance and growth.”

Some of the post-completion plans include moving both brands to the proprietary technology stack of Winvia, automation of processes, and subscription features.

H1 2026 Performance and Share Price

The news was released amid the release of half-year results of Winvia for the period ended 30 June 2026. The group revenue climbed by 42.7% to £109.7m from £76.9m reported in the same period last year. Adjusted EBITDA improved by 7.5% to £17.2m from £16m in the previous year. The online gaming revenue increased to £88.7m, growing by 54.6%. Prize draw competitions brought £41.1m in gross revenue, climbing 15.1% compared to last year.

On the same day, Winvia improved its guidance for the annual adjusted EBITDA above analyst estimates. AskTraders stated that the company’s share price increased by 8.08% to 267.5p due to the release of both pieces of news. Separately, Alliance News reported that the shares traded at 278.90p, which is 13% higher than in the morning session of the London stock exchange. Regarding the prize draw in particular, BOTB’s subscription service – BOTB Pass – accounted for over 35% of monthly BOTB’s revenue and, thus, covered all prize expenses, exceeding the company’s goals.

How It Fits the Wider Acquisition Plan?

This agreement continues a sequence that Winvia has been building since before its November 2025 IPO. BOTB was acquired for £45.3m in 2023, Click Competitions followed for £16.4m in April 2025, and Rev Comps completed for £11.8m in July 2026. If Giveaway Guys and Win Life close as expected, Winvia would hold five UK prize draw consumer brands alongside its Villa Win B2B arrangement with Aston Villa, a deal that drew more than 9,000 registered users in its first month in September 2026.

Broader sector M&A data from Rokker’s August 2026 white paper put total M&A spending across the UK prize draw market above £220m as of that date, with Winvia’s sequential acquisitions accounting for a significant portion.

To support continued deal capacity, Winvia secured a £33m Barclays term loan in August 2026, replacing its Eurobank facility, alongside a £5m revolving acquisition facility and an uncommitted £15m accordion option. Shore Capital noted the refinancing materially increased available facilities while the backing of a major UK lender brought further credibility to Winvia’s growth model. The current acquisition is funded from existing cash; the group held approximately £31.8m in net cash at 30 June 2026.

The VAT Question Hanging Over the Sector

This is the part of the story that sits underneath the deal headlines but shapes everything about how prize draw brands are valued right now.

Minister of the Treasury Dan Tomlinson stated in a parliamentary statement that prize draws that offer both paid and free entry options cannot be exempted from VAT, and that those who choose the paid option will pay 20%. After the announcement, HMRC contacted all operators of the prize draw in August 2026, asking them to review the correctness of the previous VAT positions.

As noted in its H1 results, HMRC is directly involved with the company in connection with these two existing brands. The directors of the company still see these specific prize draws as being exempt from VAT, despite recognizing the danger and the possibility of additional involvement from HMRC. The Giveaway Guys and Win Life brands purchased by the company via asset purchase (without historical liabilities), will not create any VAT liability before completion within the Winvia group.

Partner at Keystone Law, Richard Williams, warned separately that operators could have millions of pounds in historic VAT liabilities, with a negative judgment from the Tax Tribunal potentially forcing some firms into insolvency. A decision will be issued during the spring of 2027 following hearings during the autumn of 2026.

What Happens Next?

The success of this venture relies on the transfer of major supplier deals, with the target date being October 2026. According to Manoila, additional M&A and B2B business are currently under discussion. For both brands, platform migration takes place after completion.

External factors that will decide whether the operations of the group proceed according to the plan at the end of 2026 and 2027 are Tax Tribunal proceedings and HMRC investigation involving two Winvia brands.

Expert Analysis

We think the most revealing element in this deal is not the £19.1m base consideration. It is the asset purchase structure itself, and what it signals about how buyers with real legal and financial resources are reading the current regulatory environment.

Winvia is acquiring brands free of historic liabilities at a moment when HMRC is actively corresponding with operators about backdated VAT positions. That is not a coincidence; it is a negotiating outcome. Smaller operators selling today cannot demand the same structural protections, and many of them cannot wait for a Tax Tribunal ruling in spring 2027 to find out what their existing book of business is really worth.

The earnout structure reinforces the same logic. Paying 2.1x future EBITDA, minus deferred consideration, at the second anniversary of closing puts performance risk back on the sellers. Winvia believes in the brands, but will only pay top price if the numbers justify it. In a sector where VAT uncertainty could compress margins by 25% to 30%, as B2B platform DrawHouse has estimated for the wider market, locking in an EBITDA-linked earnout is a way of sharing that risk with the people who built the business.

Our reading is that the pace of consolidation in UK prize draws is being driven by two forces at once: buyers chasing scale, and sellers recognising that the window for a clean exit at a reasonable multiple may not stay open indefinitely.