NPT.L Regulatory News (NPT)

17 Mar 2008 07:02

Netplay TV PLC17 March 2008 Date: 17 March 2008 On behalf of: NetPlay TV plc ("the Company" or "NetPlay") Embargoed for: 0700hrs NetPlay TV plc Conditional Acquisition and Placing - Acquisition of Bingos.com, a major Pan European Bingo Business- Quantum leap adding over one million bingo customers- Huge potential synergies- Ability to offer truly converged platform for bingo players- Strategic investment by Zed the Spanish mobile entertainment company NetPlay TV plc (AIM: NPT), the interactive gaming company, is pleased toannounce the conditional acquisition of Bingos.com ("Bingos"). Bingos is anestablished pan-European online bingo operator with over one million registeredplayers. The business, which is based in Majorca, currently operates in the UK,Spain, Italy and Poland. In July 2007, NetPlay launched the world's first truly interactive "live" bingotelevision show, "BigBoxBingo"(TM), currently shown each Tuesday on Sky Channel847 at 6.30pm. This landmark acquisition will further strengthen NetPlay's position in the fastgrowing interactive bingo market, and more importantly its ability to offer aconverged TV, Internet and Mobile platform for the bingo consumer. In 2006, Bingos won "Best Online Bingo Operator of the Year", was runner up tothe same award in 2007 and won "Best Bingo Affiliate Programme" in 2007.Players on the Bingos website are currently spending over £10m per month with£9.6m being paid out in prizes. In addition to the bingo games, the Bingos business also brings with it a suiteof 47 different online casino style games, including slots, table poker, kenoand blackjack, which NetPlay will now be able to offer its customers. In the previous 12 months, Bingos generated earnings before interest and tax(EBIT) of just over £1m on gross bets of £145m. In the same period, it paidover £138m in prizes to its customers. The acquisition will be effected by NetPlay TV plc buying the trade and assetsof the Bingos business from Global Gaming Entertainment N.V. and Euro Gaming Ltd(the "Vendors"), as well as the entire share capital of Quantum Factory S.L. foran aggregate of £6.25m. The consideration is being satisfied as to £6m in cashto the Vendors and £250,000 in cash to Story Holdings Corp., of which DominicMansour is a director. This £250,000 cash payment will be invested in newordinary shares in NetPlay at 16.5p per share. These shares will be subject toa hard lock in of 12 months. The total book value of the net assets beingacquired is £65,000. The acquisition is being funded by way of a conditional equity placing of40,000,000 new ordinary shares at 15 pence each. Martin Higginson, ExecutiveChairman and Chief Executive Officer of NetPlay, has conditionally invested£1,987,500, taking his total interest to 25.64 per cent.* of the enlarged sharecapital. In addition, Zed Worldwide (Zed), the Spanish mobile entertainmentcompany, has conditionally invested £1,987,500 giving them an interest in 11.2per cent. of the enlarged share capital. Furthermore, conditional investmentshave been made by Gartmore Investment Limited and Schroder Investment ManagementLimited of £1,425,000 and £600,000 respectively. After the issuing of theplacing shares, Gartmore is expected to hold 8 per cent., and Schroders 10.6 percent., of the enlarged share capital. The Company is particularly pleased to receive the support of Zed. Thisstrategic investment by Zed will allow the two businesses to work closelytogether in the development of a European mobile gaming strategy. Zed is one ofthe largest mobile entertainment companies in the world, with global revenues ofover $1bn per annum. The acquisition and placing are conditional on the passing of resolutions to beproposed at a forthcoming Extraordinary General Meeting of NetPlay. A circularcontaining further details of the acquisition and the placing, and notice of theproposed Extraordinary General Meeting, will be sent to shareholders shortly.Martin Higginson, the largest shareholder in the Company, together with all theDirectors, have given their irrevocable undertakings in support of thetransaction. Martin Higginson, Chairman and Chief Executive of NetPlay TV plc said: "The acquisition of the Bingos.com business considerably strengthens ourposition in the bingo market, both in the UK and across Europe. Adding over onemillion bingo players to our customer base is a major leap forward. We will nowbe able to drive these players to our TV bingo show as well as offer themtickets in our £10m weekly SuperDraw(TM). The potential synergies are huge. "Dominic Mansour and his team have done a fantastic job in building one of thebiggest online bingo businesses in Europe. Dominic will now be able to offer a"live" TV Bingo experience, a weekly £10m SuperDraw and mobile products which webelieve take the business to the next level, allowing us to offer a trulyconverged bingo gaming solution. "Unlike roulette, a fixed odds game, the game of bingo needs players and, themore players, the more exciting the game and the bigger the prizes. Adding onemillion registered users will, I'm sure, make for some very exciting TV shows! "With this landmark acquisition, NetPlay is now starting to become a majorplayer in the interactive gaming market. Furthermore, our roulette businesscontinues to grow and will soon become part of our SuperCasino.com brand as weadd more games to our offering." Dominic Mansour, Managing Director of Bingos.com, said: "We are all very excited at the prospect of joining Martin and his team atNetPlay. To be able to offer our players the chance to play real live bingosimultaneously on TV and online will not only be massive, but a world first. "The team at NetPlay has the vision to build a pan European bingo brand,offering the consumer the ability to play either online, on TV, or on theirmobile. The combination of NetPlay's marketing expertise and our bingoknowledge will, I firmly believe, enable us to achieve this goal." Enquiries: NetPlay TV plcMartin Higginson, Executive Chairman www.netplaytv.plc.ukVia Redleaf Redleaf Communications Tel: 020 7822 0200Emma Kane / Mike Ward netplay@redleafpr.com Landsbanki Securities (UK) LimitedSindre OttesenTel: 020 7426 9000 * This holding is made up by 16,988,500 shares in Martin Higginson's own nameand 13,271,000 in the name of Hindley Investments Limited, a company of whichMartin Higginson is a director. Mr Andrew Lapping, also a director of Hindley investments Limited and a nonexecutive director of the Company, holds a further 4,542,500 shares or 3.8 percent. of the enlarged share capital. As a result of the conditional placingannounced today, these holdings will in aggregate amount to 29.5 per cent. ofthe enlarged share capital. Notes to Editors: • Publication photographs are available from Redleaf Communications or www.redleafpr.com About NetPlay TV plc NetPlay TV plc is listed on the AIM market of the London Stock Exchange (NPT).NetPlay TV operates a number of interactive gaming services under a UK gaminglicense, including "Live Roulette"(TM) and Big Box Bingo. www.liveroulette.comwww.bigboxbingo.com. These services can also be viewed live on television on SkyChannel 847 12 noon - 4am. Virgin One 12 midnight - 3am, and Bravo TV 1am - 4am.(BigBoxBingo - Tuesday 6.30pm Sky Channel 847) The Company is focused on the delivery of a converged interactive gamingexperience allowing its customers to interact with its games on a variety ofplatforms, TV, Internet and Mobile from a common, integrated wallet. About Bingos.com The business is owned by Global Gaming Entertainment N.V. and Euro Gaming Ltdand operated by Quantum Factory S.L. The business operates an online bingo operation from its offices in Majorca,Spain with an office in Malta, where the business is licensed. Bingos wasawarded "Best Bingo Operator of the Year" in 2006 and was runner up in 2007. Italso won the award for "Best Bingo Affiliate Operator" in 2007. Bingos has over one million registered users and operates in the UK, Spain,Italy and Poland. The business also holds a TUV license allowing it to operatein Germany. In the last 12 months the business generated a profit of just over £1m on grossbets of £145m. There are currently 35 full time employees within the business. This information is provided by RNS The company news service from the London Stock Exchange