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Just seen this in today's Shares magazine online: https://www.sharesmagazine.co.uk/article/should-you-accept-or-reject-a-takeover-bid ACCEPT THE BID; IT'S THE BEST OFFER YOU'LL GET Shareholders in gambling group NetPlay TV (NPT:AIM) will soon be asked to vote on a 9p cash per share takeover offer from Betsson. We've heard rumblings from private investors that many shareholders aren't happy with the price, saying it is less than half the level at which the company traded three years ago. We believe shareholders should accept the bid as the business faces an extremely tough period should it remain as an independent entity. NetPlay has been hammered by tougher taxes in the gambling sector over the past few years and the situation will only get worse. An additional tax comes into force later this year on 'free bet' offers which will eat into another large chunk of its earnings. The company lacks sufficient scale in our view and has failed in its attempts to diversify geographically. It doesn't have the money to make investments to stay competitive. As such, we believe investors need to accept that the share price is highly unlikely to return to its 20p+ dizzy heights seen in 2014. We see little chance of someone else making a higher offer. NetPlay talked to various third parties in the second half of 2016 and didn't attract a single bid.

Looking at info coming out of budget yesterday: https://www.gov.uk/government/publications/spring-budget-2017-overview-of-tax-legislation-and-rates-ootlar/spring-budget-2017-overview-of-tax-legislation-and-rates-ootlar section 1.32 says: As announced at Budget 2016 the government will legislate in Finance Bill 2017 to amend the definition of gaming payments and prizes, and change the tax treatment of freeplays, for Remote Gaming Duty. Following a technical consultation draft legislation has been revised to ensure the change is proportionate. The proposed legislation will ensure that, where appropriate, freeplays used to participate in remote gaming will have a value as stakes when calculating the operator’s dutiable profit, and that freeplays given as prizes will not be deductible.

FY2015 are £8.7m. I’m not sure whether the Freebets tax applies to this number but let’s assume it does. 15% x £8.7m = £1.3m additional tax due. ****! For FY15 NPT only did £2.5m B2C EBITDA so this would reduce it to £1.2m. That’s over 50% of their B2C EBITDA going to the tax man in this new tax. In terms of total POC in FY15 it would have paid £3.8m in normal POC plus an additional £1.3m in freebets POC, making a total of £5.1m. So what is clear to me is that B2C EBITDA and revenue is on the decline, and with the introduction of new freebets taxes this business will substantially decline further. The Scheme document (p14) also talks about increased regulation. I don’t know what type of financial impact this will have on the business? I don’t understand the B2B Business and haven’t seen any KPIs coming out of that business. Good to see it is growing but to what extent is that sustainable, I don’t know. At the end of the day it was only £3m so if it has had a good 2016, it can’t be far of paying back. It’s also clear from the Scheme doc that NPT has been engaged with several industry participants during H2 2016 (and I suggested this in my previous post) and this was the best offer they could muster up. The initial announcement took place in early February and there don’t look to be any further offers on the table. So while I am ****ed at having to take a loss on this investment (or any investment), I do think that the business is in a different place to when I bought and it looks like the tax environment is only going to get harder. To that end, I intend to vote in favour of the resolutions unless anyone can tell me why I shouldn’t which aren’t based around emotional arguments that I bought in at a higher price because I am not sure we will ever see those prices again.

Inclined to agree. Below is a post I did on another forum earlier: So I too have been thinking about this and going through all the documentation I received in the post this week and studying the documents located online (http://www.netplaytv.com/offer in case people haven’t seen it) On one hand, I bought in higher than the offer price so will be taking a loss. However, I think now is probably the right time to cut my losses and I am concerned where this share price would be headed if this takeover doesn’t happen. Below is my analysis, I found it easier to write it down and thought it would be useful to share here. - Declining B2C Business (P14 of the Scheme Document): H2 had a ‘slightly disappointing revenue performance from the B2C division due to a decline in net revenue margin (the percentage ratio between customer stakes and the associated net revenue)’. It says this was offset by the B2B business acquired in the prior year, which I think is the Otherside Business. I didn’t buy this share for the Otherside Business. From what I can tell, looking at the Interim Results H1 B2C revenue was in decline as it decreased from £12,748k in H1 2015 to £12,526k in H1 2016. H2 says it is disappointing, but to what extent we don’t know. We also know from the prior year results that 2015 B2C revenue is significantly down on 2014 (going from £27,358k in FY2015 to £25,177k in FY 2014). So this tells me that B2C revenue has declined 2014 to 2015 and further in 2016. Where will it go in 2017? - EBITDA & Point of Consumption (POC) Tax: When I first bought into this business, I think it had just posted £4m EBITDA for FY12 and the following year it did over £5m (FY13). Then the POC tax was introduced. The year before it came in, the business under the old CEO’s leadership seemed to have a significant amount of inefficient marketing spend as it tried unsuccessfully grow market share and posted a profit warning and only posted £3.6m (FY14). Then the POC came (FY15) in and the business posted £2.7m however £0.2m of this was from Otherside so really only posted £2.5m from its B2C business. What we don’t know is what the B2C business has done in 2016. However, from my analysis above we do know that B2C revenue has declined, so I can’t see how this could have increased. - Freebets tax: This for me is the killer going forward. I haven’t seen much commentary around it, so if any of you think different I would be interested in hearing your opinion. The trading statement on P14 was the first that I had heard of this, so I googled this and sure enough there is a new tax due to hit the Online Casino industry from August 2017. So I have tried to quantify what type of impact this might have on NPT and went through the 2015 accounts in detail. I came across an interesting snippet on P28 of their Annual Report which says Customer Incentives for FY2015