BetMakers Justifies $15M Tripp Payment Amid ASX Scrutiny Over Listing Rule Compliance
BetMakers has defended a AU$15 million (£8.3 million/€9.6 million/$10.2 million) payment made to veteran industry executive Matthew Tripp after the Australian Securities Exchange (ASX) questioned whether the payment violated listing rules.
In 2021, Tripp entered an agreement with BetMakers to advise the company on its B2B wagering strategy and purchase AU$25 million worth of shares in the business.
Earlier this year, BetMakers announced a joint betting venture with News Corp and Tekkorp, which adopted the brand name Betr.
As part of this arrangement, BetMakers and Tripp agreed to extend the escrow period on 35 million of his shares by three years and agreed on a cash payment of AU$15 million.
At BetMakers’ annual general meeting last month, ASX raised concerns after CEO Todd Buckingham explained part of the payment was “because it was more than a strategic deal and because Matt [Tripp] has helped me personally.”
According to ASX rules, a “material change” in the terms of a previously agreed transaction may require fresh shareholder approval. Listing rule 3.1 mandates immediate disclosure of any information that could materially affect the price or value of the company’s securities.
The ASX considers deals worth 10% or more of an “applicable base amount” as material; those under 5% generally are not. BetMakers reported a net loss of AU$17 million in 2020-21, which would classify the AU$15 million payment as material.
The ASX requested clarification on the nature of the payment and whether shareholder approval was required. BetMakers responded that the payment was not material, arguing that the base for materiality should be its AU$173.7 million in expenses rather than earnings, making the payment 8.6%. It also noted the payment covers 10 years of services and should be amortised, reducing its annual impact to about AU$1.5 million.
BetMakers stated that the payment relates to a decade-long consultancy and expected revenue growth from the Betr deal, which the payment supports.
Regarding shareholder approval, BetMakers said the cash payment did not alter or reduce the original agreement, as Tripp will still receive the agreed performance rights when the extended escrow ends.
The company explained the payment was an incentive tied to securing the Betr deal rather than additional remuneration for consultancy services or for the escrow arrangement itself.
BetMakers clarified that CEO Buckingham’s comments about Tripp’s assistance were taken out of context and related to their ongoing relationship, not the payment rationale.
Finally, BetMakers confirmed that Tripp is not entitled to further payment for his consultancy beyond what has already been agreed