B90 Holdings Regulatory News (B90)

30 September 2014

24/7 GAMING GROUP HOLDINGS PLC

(24/7 or "the Group")

UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2014

24/7, the provider of services to the fast growing mobile gaming industry for smart phones and tablets, is pleased to announce its unaudited interim consolidated results for the six months ended 30 June 2014.

Financial and operational highlights

· Raised additional funding of approximately €1.5 million since the beginning of the year, including €450,000 raised after the period end

· Converted an amount of €442,000 of existing liabilities into ordinary shares to improve working capital

· Started restructuring of operations and cost reductions for 2014 including basis of remuneration for directors and senior management

Commenting on the results, Mr. David Mathewson, Executive Chairman, said:

Whilst Gross Gaming Revenue for the first 6 months of 2014 almost tripled compared to the first 6 months of 2013, the Directors consider that the gaming return from the direct marketing spend was unsatisfactory and organisational changes in the marketing department and the way of executing the marketing strategy indicate that a better return can and should be achieved.

Over the last few months, the Board has evaluated a number of acquisition opportunities and is now in advanced discussions in respect of a potential transaction which, if completed, is likely to constitute a reverse takeover under Rule 14 of the AIM Rules. The potential transaction would involve the acquisition of a company offering binary options trading under the authorisation and regulation of the Cyprus Securities and Exchange Commission.

Accordingly, on 3 September 2014, the Board has requested that trading in the Company's shares be temporarily suspended until such time as either an admission document is published in respect of the potential transaction or discussions in respect of the reverse takeover are terminated.

For further information please contact:

EXECUTIVE CHAIRMAN'S STATEMENT

I am pleased to present the Interim Report for the six months ended 30 June 2014.

 Business review

Current Trading

Over the last few months, the Company has evaluated a number of acquisition opportunities and is now in advanced discussions in respect of a potential transaction which, if completed, is likely to constitute a reverse takeover under Rule 14 of the AIM Rules. The potential transaction would involve the acquisition of a company offering binary options trading under the authorisation and regulation of the Cyprus Securities and Exchange Commission. Accordingly, on 3 September 2014, the Board has requested that trading in the Company's shares be temporarily suspended until such time as either an admission document is published in respect of the potential transaction or discussions in respect of the reverse takeover are terminated.

On 3 September 2014, the Board of 24/7 Gaming Group also announced that it has raised £360,000 before expenses by way of a placing (the "Placing") of 10,285,714 new ordinary shares of no par value ("Ordinary Shares") at a price of 3.5p per Ordinary Share.

The proceeds of the Placing are expected to provide working capital including the costs of due diligence and advisor fees in relation to the proposed transaction. A further, larger fundraise is likely to be required at the time of the potential transaction.

Shareholders should note that there is no guarantee that the transaction will be completed. In the event that it does not complete, it is likely that further funds will need to be raised to meet ongoing working capital requirements.

Outlook

We continue to focus on completion of the potential acquisition and continue to work on the Group's restructuring processes.

David Mathewson

Executive Chairman

29 September 2014

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED BALANCE SHEET

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY  (unaudited)

CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED 30 JUNE 2014

1 Basis of preparation

The interim consolidated financial statements incorporate the results of 24/7 Gaming Group Holdings Plc (the "Company") and entities controlled by the Company (its subsidiaries) (collectively the "Group").

The interim consolidated financial statements are unaudited, do not constitute statutory accounts and were approved by the Board of directors on 29 September 2014.

The preparation of interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing the interim consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2013.

The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the European Union. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the European Commission. These policies are consistent with those to be adopted in the Group's consolidated financial statements for the year ended 31 December 2014. The accounting policies applied by the Group in this interim report are the same as those applied by the Group in the consolidated financial statements for the year ended 31 December 2013.

The principal risks and uncertainties of the Group have not changed since the last annual financial statements where a detailed explanation of such risks and uncertainties can be found.

The accounts have been prepared on a going concern basis. Based on fund raising activities described in the Executive Chairman's Report and planned further fund raising the directors believe this basis of preparation to be appropriate.

2. Segmental information

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are reviewed regularly by the Group's COO to make decisions about resources to be allocated to the segment and to assess its performance, and for which discrete financial information is available.

In the opinion of the directors, the Group currently has two reportable operating segments as follows:

- Mobile gaming- Video Console publishing

A split of the revenue generated by these segments is as follows:

3. Taxation

Taxation of the Company and its subsidiaries is recognised based on the rules and regulations of their respective countries of incorporation.

A deferred tax asset has been recognised as at 30 June 2014 and as at the two preceding balance sheet dates based on the Group's cumulative loss before tax up to and including the six months ended 30 June 2014.

As announced on 16 January 2014, the Company has started a restructuring process which has led to the decision to cease operations on the WannaGaming platform.

Due to changes in the gaming market and macro factors, the WannaGaming offering was not optimal for the increased complexity and competitive nature of the market. The platform being used was not upgradeable to the newer HTML 5 standard (being Web Application based). This has put WannaGaming at a disadvantage in the mobile gaming market and required a strategic direction change. The Directors are looking into other opportunities and potential acquisitions to continue operations.

Having considered the above, the directors have reviewed the tax situation and specifically the deferred tax asset and - although there are enough opportunities to recover the recorded balance - believe an adjustment to the deferred tax balance was needed to remain conservative.

4. Loss per share

Basic loss per share has been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the period. For the purpose of calculating the loss per share for the six months ended 30 June 2014 the weighted average number of shares has treated the shares issued on the share for share exchange in 24/7 Gaming Group Holdings Plc as being in existence throughout the periods.

The Company issued 10,285,714 ordinary shares on 3 September 2014 by way of a placing.

5. Post balance sheet events

On 3 September 2014 the Company announced that it had raised €450,000 (£360,000) before expenses by way of a placing (the "Placing") of 10,285,714 new ordinary shares of no par value ("Ordinary Shares") at a price of 3.5p per Ordinary Share. 

As of the same date the Board of Directors suspended trading of its shares as the Company is now in advanced discussions in respect of a potential transaction which, if completed, is likely to constitute a reverse takeover under Rule 14 of the AIM Rules. The potential transaction would involve the acquisition of a company offering binary options trading under the authorisation and regulation of the Cyprus Securities and Exchange Commission. Accordingly, the Board has requested that trading in the Company's shares be temporarily suspended until such time as either an admission document is published in respect of the potential transaction or discussions in respect of the reverse takeover are terminated.

The proceeds of the Placing will be used to provide working capital including the costs of due diligence and advisor fees in relation to the proposed transaction. A further, larger fundraise is likely to be required at the time of the potential transaction.

Shareholders should note that there is no guarantee that the transaction will be completed. In the event that it does not complete, it is likely that further funds will need to be raised to meet ongoing working capital requirements.

A copy the Company's unaudited interim results for the six months to 30 June 2014 is available from the Company's website at www.247gaminggroup.com