NPT.L Regulatory News (NPT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

2 February 2017

RECOMMENDED CASH OFFERforNETPLAY TV PLCbyBETSSON AB (publ)

to be effected by way of aScheme of Arrangementunder Part 26 of the Companies Act 2006

Summary

· The boards of directors of Betsson AB (publ) ("Betsson") and NetPlay TV plc ("NetPlay") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Betsson will acquire the entire issued and to be issued share capital of NetPlay (the "Offer").

· The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (or, if Betsson elects, with the consent of the Panel, a takeover offer under Part 28 of the Companies Act).

· Under the terms of the Offer, each NetPlay Shareholder will receive 9.00 pence in cash for each Ordinary Share held which values the entire issued and to be issued share capital of NetPlay at approximately £26.4 million on a fully diluted basis.

· The Offer provides an attractive opportunity for NetPlay Shareholders to realise their shareholding at a premium in cash. The value of the Offer represents a premium of approximately:

· 12.50 per cent. to the Closing Price of 8.00 pence per Ordinary Share on 1 February 2017, being the last Business Day before the date of this Announcement;

· 18.84 per cent. to the market capitalisation of the Company, adjusted to exclude Corporate Cash as at 30 June 2016, on 1 February 2017, being the last Business Day before the date of this Announcement; and

· 11.37 per cent. to the volume weighted average price of 8.08 pence per Ordinary Share over the three month period to 1 February 2017, being the last Business Day before the date of this Announcement.

· The NetPlay Directors, who have been so advised by Strand Hanson Limited ("Strand Hanson"), consider the terms of the Offer to be fair and reasonable. In providing advice to the NetPlay Directors, Strand Hanson has taken into account the commercial assessments of the NetPlay Directors. Strand Hanson is providing independent financial advice to the NetPlay Directors for the purposes of Rule 3 of the Takeover Code.

· Accordingly, the NetPlay Directors intend to unanimously recommend that NetPlay Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as those NetPlay Directors who hold Ordinary Shares have irrevocably undertaken to do in respect of their own beneficial holdings (or those they otherwise control the exercise of) of, in aggregate, 5,437,563 Ordinary Shares, representing approximately 1.95 per cent. of the issued share capital of NetPlay as at 1 February 2017 (being the last Business Day before the date of this Announcement).

In addition, Betsson has received an irrevocable undertaking from Directforce Trading Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 77,571,916 Ordinary Shares, representing approximately 27.83 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day before the date of this Announcement).

Further, Betsson has received a letter of intent from Henderson Global Investors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 26,379,949 Ordinary Shares, representing approximately 9.46 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day before the date of this Announcement).

Full details of the irrevocable undertakings and the letter of intent received by Betsson are set out in paragraph 7 of, and Appendix 3 to, this Announcement.

· The Offer will be put to NetPlay Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of NetPlay Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Ordinary Shares voted. In addition, a special resolution implementing the Scheme must be passed by NetPlay Shareholders representing at least 75 per cent. of votes cast at the General Meeting. The Scheme will also need to be sanctioned by the Court. 

· The Scheme Document, which will contain further information about the Offer and notices of the Court Meeting and the General Meeting, will also specify the actions to be taken by NetPlay Shareholders to approve the Scheme, and will be posted to NetPlay Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, unless Betsson and NetPlay otherwise agree, and the Panel consents, to a later date. Subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement, the Offer is expected to become Effective during April 2017. The Scheme Document will contain an expected timetable for the Offer process.

· Commenting on the Offer, Ulrik Bengtsson, CEO and President of Betsson said:

"NetPlay operates three brands, each with strong offerings, and we believe that applying Betsson's experience of operating successful casino brands will add to NetPlay's earnings and growth. We have a long-term view on NetPlay and will achieve significant cost synergies and operational improvements over time. Part of Betsson's acquisition strategy is to add volume to its scalable Techsson platform and to increase the share of regulated revenue."

· Commenting on the Offer, Bjarke Larsen, Chief Executive Officer of NetPlay said:

"NetPlay has developed into the UK's largest interactive TV gaming company, and its complementary fit with Betsson will ensure that the Company is best placed to capitalise on future growth opportunities. A combination with Betsson would allow NetPlay to best utilise the enlarged group's assets to enhance the gaming experience for its customers.

With the changing market dynamics and as the market continues to consolidate, we believe now is the right time to take advantage of this opportunity to realise value for all of our shareholders."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Offer will be subject to the Conditions and the further terms set out in Appendix 1 to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. Appendix 2 contains the bases and sources of certain information contained in this Announcement, Appendix 3 contains details of the irrevocable undertakings and the letter of intent received in relation to the Offer and Appendix 4 contains definitions of certain terms used in this summary and this Announcement.

Enquiries:

Important Notices

Credit Suisse International ("Credit Suisse"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority and the PRA, is acting as exclusive financial adviser to Betsson and no one else in connection with the Offer. In connection with such matters, Credit Suisse, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and Rule 3 adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referred to herein.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, nominated adviser and broker to NetPlay and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Oakvale Capital LLP ("Oakvale"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as strategic adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referral to herein.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document or any other document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how to vote at the Court Meeting and the General Meeting. Any response to the proposed Offer should be made only on the basis of information contained in the Scheme Document. NetPlay Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies as published by the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of NetPlay Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or NetPlay Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Betsson or required by the Takeover Code, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Offer to NetPlay Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange.

Forward-looking statements

This Announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Betsson's or NetPlay's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Betsson's or NetPlay's business.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Betsson or NetPlay. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Betsson or NetPlay or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Betsson and NetPlay disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No profit forecast or estimates

No statement in this Announcement is intended to constitute a profit forecast or estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share for Betsson or NetPlay, as appropriate, for the current or future years would necessarily be greater or less than those of the preceding financial periods for Betsson or NetPlay, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, NetPlay confirms that, as at the close of business on 1 February 2017, being the last Business Day prior to the date of this Announcement, it had 278,728,184 Ordinary Shares of 1 1/14 pence each in issue and admitted to trading on AIM. The International Securities Identification Number for the Ordinary Shares is GB00BZBXBN29.

Information relating to NetPlay Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by NetPlay's Shareholders, persons with information rights and other relevant persons for the receipt of communications from NetPlay may be provided to Betsson during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on websites

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Betsson's and NetPlay's websites at www.betssonab.com and www.netplaytv.com/offer, respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the contents of those websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to NetPlay Shareholders (other than NetPlay Shareholders who have elected to receive electronic communications) in the near future. NetPlay Shareholders may request a hard copy of this Announcement by contacting Neville Registrars Ltd during business hours on +44 (0) 121 585 1131 or by submitting a request in writing to Neville Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. NetPlay Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Reduction of Offer consideration in the event of a dividend(s) or other distribution(s)

The Ordinary Shares will be acquired by Betsson fully paid and free from all liens, equitable interests, charges and encumbrances and other interests whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement. If any such dividend or other distribution is declared, made or paid by NetPlay on or after the date of this Announcement, Betsson reserves the right to reduce the Offer consideration by the amount of such dividend or distribution. If Betsson exercises the right to reduce the Offer consideration by the amount of such dividend or distribution, in those circumstances, NetPlay Shareholders would be entitled to receive and retain any such dividend or distribution declared, made or paid. 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

2 February 2017

RECOMMENDED CASH OFFERforNETPLAY TV PLCbyBETSSON AB (publ)

to be effected by way of aScheme of Arrangementunder Part 26 of the Companies Act 2006

1. Introduction

The boards of Betsson AB (publ) ("Betsson") and NetPlay TV plc ("NetPlay") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Betsson will acquire the entire issued and to be issued share capital of NetPlay (the "Offer"). The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (or, if Betsson elects, with the consent of the Panel, a takeover offer under Part 28 of the Companies Act).

2. The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms referred to in Appendix 1 of this Announcement and to be set out in the Scheme Document, each NetPlay Shareholder will be entitled to receive:

The Offer Price values the entire issued and to be issued ordinary share capital of NetPlay at approximately £26.4 million on a fully diluted basis.

The Offer provides an attractive opportunity for NetPlay Shareholders to realise their shareholding at a premium in cash. The value of the Offer represents a premium of approximately:

· 12.50 per cent. to the Closing Price of 8.00 pence per Ordinary Share on 1 February 2017, being the last Business Day before the date of this Announcement;

· 18.84 per cent. to the market capitalisation of the Company, adjusted to exclude Corporate Cash as at 30 June 2016, on 1 February 2017, being the last Business Day before the date of this Announcement; and

· 11.37 per cent. to the volume weighted average price of 8.08 pence per Ordinary Share over the three month period to 1 February 2017, being the last Business Day before the date of this Announcement.

Subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement, the Offer is expected to become Effective during April 2017. The Scheme Document will contain an expected timetable for the Offer process.

3. Background to and reasons for the Offer

Betsson's investment strategy is to invest in, and manage, fast-growing companies operating in the European digital gambling industry. Betsson has taken a leading role in the consolidation of the online gaming sector with the acquisitions of TonyBet and Racebets in 2016, Europe-bet in 2015 and Oranje & Kroon in 2014, among others, and the Offer represents a natural progression of this strategy. Betsson's ambition is to acquire companies in markets that are regulated or on a path towards regulation.

NetPlay is a strong fit for Betsson's portfolio of online assets and brands, providing a more significant foothold in the important UK digital gambling market. This acquisition would also increase Betsson's share of regulated revenues, in line with its stated strategy.

The integration of NetPlay into the Betsson group provides clear synergy opportunities. The future migration of NetPlay to the Betsson platform will give NetPlay access to a broad network of content partners and payment providers as well as improved abilities for CRM and data driven marketing.

4. Current trading and prospects of NetPlay

On 13 September 2016, NetPlay announced its interim results for the six months ended 30 June 2016, an extract from which relating to NetPlay's trading and outlook at the time of the announcement is set out below:

"The Group's momentum delivered in 2015 has continued into the first half of 2016 resulting in a 31% increase in adjusted EBITDA to £1.7m (H1 2015: £1.3m) and 30% increase in adjusted earnings per share. Significant operational progress has been made in the first half of the year across all aspects of the business in order to support the momentum achieved and ultimately continue to add shareholder value.

The Group's television broadcast USP remains at the core of NetPlay's strategy. The Group successfully secured an additional three-year partnership agreement with ITV, ensuring its long-term television arrangements remain in place on the UK's largest commercial terrestrial TV channel until April 2019. This is testament to the value the long term relationship brings to both parties and in particular the Jackpot247 brand.

As a result of securing agreements with both ITV and Channel 5 (in the prior year), NetPlay is able to ensure that the combination of engagement through TV and our mobile platforms drives customer acquisition and player value both now and into the future."

Additionally, the NetPlay Board today makes the following trading update:

"The Company followed a strong H1 with a satisfactory performance in H2 2016. The Group's B2B division performed well in its first full calendar year since it was acquired, however this was offset by 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).

Looking forward to 2017, the Company has made a good start to the year, although the NetPlay Board remains mindful of the ongoing competitive environment and various challenges which will need to be addressed going forward, such as the UK's tax on free bets legislation."

5. Background to and reasons for the recommendation of the Offer

NetPlay faces growing competition in the UK gambling market and notes the evolving regulatory environment which places an increasing operational and financial burden on smaller, less diversified businesses operating in such a market.

In light of this increasing regulatory burden, NetPlay has sought to diversify its revenue base and scale up its business by way of acquisition. NetPlay has, to date, made a small acquisition by way of the purchase of the trade and assets of Otherside Inc. for a total cash consideration of £3.2 million in August 2015, but has subsequently been unable to successfully execute a more significant transaction.

The NetPlay Directors believe that the Company would be better placed as part of a larger group where it could take advantage of the opportunities being presented in a consolidating market.

Betsson represents a strong strategic fit for the Company and the NetPlay Directors believe the proposed acquisition will ensure and secure the longevity of NetPlay's brands and the associated benefits to its customers and other stakeholders.

In considering the merits of the Scheme, the NetPlay Directors have also taken into account: 

· the level of the cash consideration, providing NetPlay Shareholders with certainty of value at a premium to the recent market share price;

· the relative lack of liquidity in NetPlay Shares and the fact that the Offer provides NetPlay Shareholders with a certain opportunity to realise their investment in the Company wholly for cash;

· the confirmations received from Betsson regarding the safeguarding of the existing employment rights of NetPlay's employees; and

· the level of irrevocable undertakings and letter of intent received to vote in favour of the relevant resolutions at the Scheme Meeting and the General Meeting, representing, in aggregate, 39.25 per cent. of the Ordinary Shares.

6. Recommendation

The NetPlay Directors, who have been so advised by Strand Hanson, consider the terms of the Offer to be fair and reasonable. Accordingly, the NetPlay Directors intend to unanimously recommend that NetPlay Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the NetPlay Directors who hold Ordinary Shares have irrevocably undertaken to do in respect of their own beneficial holdings (or those they otherwise control the exercise of) of, in aggregate, 5,437,563 Ordinary Shares, representing approximately 1.95 per cent. of the Ordinary Shares in issue as at 1 February 2017 (being the last Business Day before the date of this Announcement).

In providing advice to the NetPlay Directors, Strand Hanson has taken into account the NetPlay Directors' commercial assessments.

7. Irrevocable undertakings and letter of intent 

Betsson has received irrevocable undertakings from each of the NetPlay Directors who hold Ordinary Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 5,437,563 Ordinary Shares, representing approximately 1.95 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day prior to publication of this Announcement). These irrevocable undertakings remain binding in the event of a competing offer. Further details of these irrevocable undertakings (including the circumstances in which they would fall away) are set out in Appendix 3 to this Announcement.

Betsson has also received an irrevocable undertaking from Directforce Trading Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 77,571,916 Ordinary Shares representing, approximately 27.83 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day prior to publication of this Announcement). Further details of this irrevocable undertaking (including the circumstances in which it would fall away) are also set out in Appendix 3 to this Announcement.

Further, Betsson has received a letter of intent from Henderson Global Investors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 26,379,949 Ordinary Shares, representing approximately 9.46 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day before the date of this Announcement). Further details of this letter of intent are also set out in Appendix 3 to this Announcement

8. Information on Betsson

Betsson is one of the world's leading providers of B2C digital gaming services. Its core business consists of investing in and managing companies that, through partners or by themselves, offer games to end-users via the internet. Betsson operates through 20 own brands and affiliate partners across the world and has approximately 1,700 employees, located predominantly in Malta.

The Betsson group offers Casino, Sportsbook, Poker, Scratchcards, Bingo and other games. Some of its most well-known brands include Betsson, Betsafe, Nordicbet and CasinoEuro. Customers are primarily from the Nordic countries and the rest of Europe, but the Betsson group and its affiliates also have a global presence.

Betsson is listed on the Nasdaq Stockholm Large Cap List and has a market capitalisation of over SEK 10.5 billion (approximately £0.95 billion). In its most recent reported financial year ended 31 December 2015, Betsson generated revenues of SEK 3,722 million and profit before tax of SEK 883 million.

9. Information on NetPlay

NetPlay is an interactive gambling company that provides Casino, Bingo and Sportsbook services to consumers in the UK under its UK gaming licence. NetPlay offers its B2C services through the Supercasino, Jackpot247 and Vernons brands. Additionally, the NetPlay Group also operates a B2B division which is a specialist online digital marketing, product development and technology business which was acquired in August 2015.

NetPlay's B2C services have over 65,000 active depositing players (H1 2016) and can be viewed 24 hours a day live online and every night on Channel 5 and ITV. The NetPlay Group is focused on the delivery of an integrated online gaming experience through a variety of platforms (TV, internet and mobile) and from a common cross-product wallet.

In its most recent half year ended 30 June 2016, NetPlay generated net revenue of £14.7 million and EBITDA of £1.7 million.

10. NetPlay's Directors, management, employees and locations of business

Betsson attaches great importance to the skills and experience of the existing employees of the NetPlay Group and believes they would benefit from being part of the larger Betsson group.

Betsson also recognises that, in order to achieve certain of the expected benefits of a combination, a detailed review of NetPlay's business and its locations would be required. Until such review occurs, Betsson is unable to assess the full impact that a combination would have on the employees of NetPlay, its fixed assets or on the location of its places of business. However, Betsson has given assurances to the NetPlay Directors that the existing employment rights (including pension and severance rights) of all NetPlay employees will be fully safeguarded following the Scheme becoming Effective.

Although no firm decision has been made, Betsson currently expects to generate cost-savings through:

· the cancellation of admission to trading of the Ordinary Shares on AIM given that certain functions associated with NetPlay's status as a quoted company would then no longer be required; and

· the rationalisation of technology, property, back office and other shared services in order to remove duplication and optimise these functions.

If the Scheme becomes Effective, the board of NetPlay will comprise directors of Betsson. The NetPlay Directors have undertaken to resign from the NetPlay Board upon the Scheme becoming Effective. Bjarke Larsen and Akshay Kumar, the executive NetPlay Directors, have also undertaken to resign as employees of NetPlay on the dates falling one month and six months, respectively, from the Scheme becoming Effective.

Particulars of the payments in respect of the termination of the NetPlay Directors' contracts will be set out in the Scheme Document.

11. Arrangements between NetPlay and the NetPlay Board

Prior to commencing discussions with Betsson, the NetPlay Board implemented a scheme to compensate the executive directors of NetPlay for the successful completion of an offer for the Company (the "Incentive Scheme"). Under the terms of the Incentive Scheme, Bjarke Larsen and Akshay Kumar are each entitled to receive an amount equal to 0.625 per cent. of the value of an Offer, based on the Offer Price multiplied by the fully diluted issued share capital.

In addition, as part of the settlement agreements in respect of the above mentioned resignations of Messrs Larsen and Kumar as executive directors and employees of NetPlay, it has been agreed by Betsson and the NetPlay Board that they will be paid the sums of £7,500 and £15,000, respectively, on termination of their employment being the dates falling one month and six months, respectively, from the Scheme becoming Effective (the "Executive Termination Payments").

Strand Hanson, as the Company's financial adviser for the purposes of Rule 3 of the Takeover Code, and the independent directors of NetPlay (being Charles Butler, Andrew Lapping, Tim Mickley and Graham Stevens) have confirmed that, in their opinion, both the Incentive Scheme and the Executive Termination Payments are fair and reasonable so far as NetPlay Shareholders are concerned.

12. Arrangements between each of NetPlay and Betsson and Playtech

The largest shareholders of both NetPlay (Directforce Trading Limited, which holds 27.8 per cent. of the issued share capital of NetPlay) and Playtech (Brickington Trading Limited, which holds 21.6 per cent. of the issued share capital of Playtech) are wholly owned subsidiaries of trusts, the ultimate beneficiary of each such trust being Teddy Sagi. Playtech provides NetPlay with software and related services in order to allow NetPlay to conduct its business. In addition, Playtech licenses gaming technology and software and online games to members of the Betsson Group. The value of these contracts is less than 0.5 per cent. of the market capitalisation of Betsson as at 1 February 2017 (being the last Business Day before the date of this Announcement).

Save as set out in this Announcement, no agreement, arrangement or understanding (including any compensation arrangement) exists between Betsson or any person acting in concert with it and any of the NetPlay Directors, or any recent directors, shareholders or recent shareholders of NetPlay or any person interested or recently interested in Ordinary Shares, having any connection with, or dependence upon, the Offer. In particular, no agreement, arrangement or understanding exists between Betsson or any person acting in concert with it and any of (i) Playtech or any of its subsidiaries, (ii) Directforce Trading Limited, (iii) Brickington Trading Limited or (iv) Teddy Sagi, having any connection with, or dependence upon, the Offer.

13. NetPlay Share Plans

Participants in the NetPlay Share Plans will be contacted regarding the effect of the Offer and the Scheme on their rights under the NetPlay Share Plans and appropriate proposals shall be made to such participants in due course. Further details of the terms of such proposals shall be included in the Scheme Document.

14. Financing

The cash consideration payable under the Offer will be funded from the existing cash resources of Betsson.

Credit Suisse, as financial adviser to Betsson, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to NetPlay Shareholders under the terms of the Offer.

15. Structure of the Offer

It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between NetPlay and NetPlay Shareholders under Part 26 of the Companies Act. Betsson reserves the right to elect to implement the Offer by way of a takeover offer (subject to Panel consent).

The purpose of the Scheme is to provide for Betsson to become the holder of the entire issued and to be issued share capital of NetPlay. This is to be achieved by the transfer of the Ordinary Shares to Betsson, in consideration for which NetPlay Shareholders will receive cash consideration on the basis set out in paragraph 2 of this Announcement.

To become Effective, the Scheme must be approved by a majority in number of NetPlay Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Ordinary Shares voted. The Scheme also requires the passing at the General Meeting of a special resolution necessary to implement the Scheme and certain ancillary matters.

The Scheme is also subject to the Conditions and further terms set out in Appendix 1 to this Announcement. The full terms and Conditions of the Scheme will be set out in the Scheme Document.

Once the necessary approvals from NetPlay Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court. The Scheme will then become Effective upon delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all NetPlay Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during April 2017.

The Scheme will lapse if:

· the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings as set out in the Scheme Document (or such later date as may be agreed between Betsson and NetPlay and that the Court may allow);

· the Court hearing to sanction the Scheme is not held on or before the later of: (i) the 22nd day after the expected date of the Court sanction hearing as set out in the Scheme Document; and (ii) 7 days after all the Conditions (other than Conditions 1.3 and 1.4) are satisfied or waived (or such later date as may be agreed by Betsson and NetPlay and the Court may allow); or

· the Scheme does not become Effective on or before the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may be waived by Betsson, and the deadline for the Scheme to become Effective may be extended by agreement between Betsson and NetPlay (with the consent of the Panel and the Court, if required).

Further details of the Scheme, including an indicative timetable for the implementation of the Scheme, will be set out in the Scheme Document which, together with the Forms of Proxy, is expected to be despatched to NetPlay Shareholders as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this Announcement. The Scheme Document and Forms of Proxy will be made available to all NetPlay Shareholders at no charge to them.

16. Cancellation of admission to trading on AIM and re-registration

On completion of the Offer, the Company will become a wholly owned subsidiary of Betsson. Prior to the Scheme becoming Effective, NetPlay will make an application, which shall be conditional on the Scheme becoming Effective, for the cancellation of the admission of the Ordinary Shares to trading on AIM to take effect from or shortly after the Effective Date. The last day of dealings in, and registration of transfers of, Ordinary Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00p.m. on that date. On the Effective Date, share certificates in respect of Ordinary Shares shall cease to be valid and entitlements to Ordinary Shares held within the CREST system shall be cancelled.

It is also proposed, as part of the application to Court in connection with the Scheme, to seek an order of the Court pursuant to Section 651 of the Companies Act to re-register NetPlay as a private limited company.

17. Disclosure of interests

As at the close of business on 1 February 2017, being the last Business Day before the date of this Announcement, save for the irrevocable undertakings and the letter of intent referred to in paragraph 7 above, neither Betsson nor any of its directors, nor, so far as Betsson is aware, any person acting in concert (within the meaning of the Takeover Code) with it has:

· any interest in or right to subscribe for any relevant securities of NetPlay; or

· any short position in respect of relevant Ordinary Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or

· borrowed or lent any relevant Ordinary Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code); or

· procured an irrevocable commitment or letter of intent to vote in favour of the Scheme or accept a takeover offer in respect of any relevant securities of NetPlay; or

· any arrangement in relation to any relevant securities of NetPlay.

For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery and borrowing and lending of Ordinary Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Ordinary Shares which may be an inducement to deal or refrain from dealing in such securities.

18. Confidentiality Agreement

Betsson and NetPlay entered into a confidentiality agreement on 30 August 2016 (the "Confidentiality Agreement"). Pursuant to the terms of the Confidentiality Agreement, Betsson has undertaken to keep confidential information relating to NetPlay and not to disclose it to third parties (other than permitted disclosees) unless required by law or regulation. This confidentiality undertaking will remain in force for three years from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from Betsson that for a period of 12 months from the date of the Confidentiality Agreement, Betsson will not, without NetPlay's prior written consent, acquire or offer to acquire any interest in shares or securities of NetPlay except in connection with the investment into or acquisition of NetPlay or the acquisition of the business and/or assets of NetPlay. 

19. Documents published on a website

The following documents will be published by no later than 12 noon (London time) on the Business Day following this Announcement on Betsson's and NetPlay's websites at www.betssonab.com and www.netplaytv.com/offer, respectively, and will be made available there until the end of the Offer:

· a copy of this Announcement;

· the irrevocable undertakings and letter of intent referred to in paragraph 7 of, and Appendix 3 to, this Announcement; and

· the Confidentiality Agreement.

The contents of those websites are not incorporated into and do not form part of this Announcement.

20. General

Betsson reserves the right to elect (subject to the consent of the Panel) to implement the acquisition of the Ordinary Shares by way of a takeover offer as an alternative to the Scheme. In such event, the acquisition shall be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the Ordinary Shares or such lesser percentage, being more than 50 per cent., as Betsson may decide).

The Offer shall be made subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings and letter of intent given in relation to the Offer is contained in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.

Credit Suisse and Strand Hanson have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Please note that addresses, electronic addresses and certain other information provided by NetPlay Shareholders, persons with information rights and other relevant persons for the receipt of communications from NetPlay may be provided to an offeror as required under the Takeover Code.

A hard copy of this Announcement will be sent to NetPlay Shareholders (other than NetPlay Shareholders who have elected to receive electronic communications) in the near future. NetPlay Shareholders may request a hard copy of this Announcement by contacting Neville Registrars Ltd during business hours on +44 (0) 121 585 1131 or by submitting a request in writing to Neville Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. NetPlay's Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Enquiries:

Important Notices

Credit Suisse International ("Credit Suisse"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority and the PRA, is acting as exclusive financial adviser to Betsson and no one else in connection with the Offer. In connection with such matters, Credit Suisse, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and Rule 3 adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referred to herein.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, nominated adviser and broker to NetPlay and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Oakvale Capital LLP ("Oakvale"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as strategic adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referral to herein.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document or any other document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how to vote at the Court Meeting and the General Meeting. Any response to the proposed Offer should be made only on the basis of information contained in the Scheme Document. NetPlay Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies as published by the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

Overseas jurisdictions

The release, publications or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of NetPlay Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or NetPlay Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Betsson as required by the Takeover Code, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Offer to NetPlay Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange.

Forward-looking statements

This Announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Betsson's or NetPlay's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Betsson's or NetPlay's business.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Betsson or NetPlay. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Betsson or NetPlay or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Each of Betsson and NetPlay disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

No profit forecast or estimates

No statement in this Announcement is intended to constitute a profit forecast or estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share for Betsson or NetPlay, as appropriate, for the current or future years would necessarily be greater or less than those of the preceding financial periods for Betsson or NetPlay, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Takeover Code, NetPlay confirms that, as at the close of business on 1 February 2017, being the last Business Day prior to the date of this Announcement, it had 278,728,184 Ordinary Shares of 1 1/14 pence each in issue and admitted to trading on AIM. The International Securities Identification Number for the Ordinary Shares is GB00BZBXBN29.

Information relating to NetPlay Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by NetPlay's Shareholders, persons with information rights and other relevant persons for the receipt of communications from NetPlay may be provided to Betsson during the offer period as required under Section 4 of Appendix 4 to the Takeover Code.

Publication on websites

A copy of this Announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Betsson's and NetPlay websites at www.betssonab.com and http://www.netplaytv.com/offer, respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the contents of those websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to NetPlay Shareholders (other than NetPlay Shareholders who have elected to receive electronic communications) in the near future. NetPlay Shareholders may request a hard copy of this Announcement by contacting Neville Registrars Ltd during business hours on +44 (0) 121 585 1131 or by submitting a request in writing to Neville Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. NetPlay Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Reduction of Offer consideration in the event of a dividend(s) or other distribution(s)

The Ordinary Shares will be acquired by Betsson fully paid and free from all liens, equitable interests, charges and encumbrances and other interests whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive in full and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement. If any such dividend or other distribution is declared made or paid by NetPlay on or after the date of this Announcement, Betsson reserves the right to reduce the Offer consideration by the amount of such dividend or distribution. If Betsson exercises the right to reduce the Offer consideration by the amount of such dividend or distribution, in those circumstances, NetPlay Shareholders would be entitled to receive and retain any such dividend or distribution declared, made or paid.

Appendix 1

Conditions and certain further terms of the Offer

Part A: Conditions of the Scheme

The Offer is conditional upon the Scheme becoming unconditional and Effective, subject to the Takeover Code, by not later than 11.59p.m. on the Long Stop Date.

Restart Numbering Applied

1 The Scheme will be conditional upon:

1.1

1.2

Restart Numbering Applied

1.3 the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Betsson and NetPlay) and the delivery of a copy of the Court Order to the Registrar of Companies;

1.4 the:

Restart Numbering Applied

2 In addition, subject as stated in Part B below and to the requirements of the Takeover Code, the Offer will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions referred to in this paragraph 2 (as amended if appropriate) have been satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Regulatory condition

2.1 NetPlay making an application to the UKGC pursuant to section 102(2)(b) of the UK Gambling Act for a determination that all operating licences (as defined in the UK Gambling Act) held by members of the NetPlay Group shall continue to have effect following completion of the Offer and the UKGC making such a determination in relation to such application pursuant to section 102(4)(a) of the UK Gambling Act.

Certain matters arising as a result of any arrangement, agreement etc.

2.2 Except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which a member of the Wider NetPlay Group is a party, or by or to which any of those members or any of their assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Betsson Group of any shares or other securities (or the equivalent) in NetPlay or because of a change in the control or management of any member of the Wider NetPlay Group or otherwise, could or might reasonably be expect to result in (in each case to an extent or in a manner which is material in the context of the Wider NetPlay Group or the Wider Betsson Group, as the case may be, in each case, taken as a whole):

Restart Numbering Applied

Certain matters regarding other third party approvals etc.

Without prejudice to any of the Conditions set out above and except as Disclosed:

2.3 all notifications and filings which are necessary in the context of the Offer having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed, waived or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, NetPlay or any other member of the Wider NetPlay Group by any member of the Wider Betsson Group or the carrying on by any member of the Wider NetPlay Group of its business in the ordinary course as at the date hereof;

2.4 all Authorisations in any jurisdiction which are required by applicable law for, or in respect of, or required for the implementation of, the Offer, or any acquisition of or any proposed acquisition of any shares in, or control or management of, NetPlay or any other member of the Wider NetPlay Group by Betsson or any member of the Wider Betsson Group having been obtained in terms and in a form satisfactory to Betsson (acting reasonably) from any appropriate Third Parties and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise wholly unconditional and no such Third Party or relevant person or body having given notice of its intention to revoke, suspend, restrict, modify or not to renew any of the same;

2.5 no Third Party, including any antitrust regulator having intervened and there not continuing to be outstanding any statute, regulation, order or decision of any Third Party in each case that would:

and all applicable waiting and other time periods during which any Third Party could announce or notify any decision to take, institute, implement or threaten any such action, proceedings, suit, investigation, reference or enquiry, or make, propose or enact any statute, regulation, decision or order or take any measures or other steps or require any action to be taken or information to be provided or otherwise intervene under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated.

Certain events occurring since 31 December 2015

2.6 Except as Disclosed, since 31 December 2015:

Restart Numbering Applied

2.7 Except as Disclosed, no member of the Wider NetPlay Group having, since 31 December 2015:

Restart Numbering Applied

in each case to an extent which is material in the context of the Wider NetPlay Group, taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

2.8 Except as Disclosed, since 31 December 2015:

No discovery of certain matters regarding information, liabilities and other issues

2.9 Except as Disclosed, Betsson not having discovered:

Restart Numbering Applied

and for the purposes of this paragraph 2.9 a person shall be deemed to own or have owned property if it has or had (as the case may be) any interest in it.

Part B: Certain further terms of the Scheme

Restart Numbering Applied

1 Subject to the requirements of the Panel, Betsson will reserve the right in its sole discretion to waive (if capable of being waived), in whole or in part, all or any of the Conditions of the Scheme other than those set out in paragraph 1 of Part A above. The conditions in paragraph 2 of Part A must be satisfied as at, or waived on or before, the Effective Date. Betsson shall, however, be under no obligation to waive or treat as fulfilled the Conditions in paragraph 2 of Part A by a date earlier than the latest date specified above for its satisfaction notwithstanding that the other conditions of the Scheme may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

2 Under Rule 13.5 of the Takeover Code, Betsson may not invoke a Condition so as to cause the Scheme not to proceed, or to lapse, or so as to cause any takeover offer to lapse or be withdrawn, unless the circumstances which give rise to the right to invoke such Condition are of material significance to Betsson in the context of the Offer. Condition 1 of Part A (and, if applicable, any acceptance condition adopted on the basis specified in paragraph 10 below in relation to any contractual offer) is not subject to this provision of the Takeover Code.

3 If Betsson is required by the Panel to make an offer or offers for Ordinary Shares under the provisions of Rule 9 of the Takeover Code, Betsson may make such alterations to the conditions and the terms of the Offer as are necessary to comply with the provisions of that rule.

4 The Offer and Scheme will each comply with the applicable rules of the Takeover Code, the Panel, the AIM Rules for Companies, the FCA and the London Stock Exchange.

5 The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any NetPlay Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

6 Unless otherwise determined by Betsson or required by the Takeover Code and permitted by applicable law and regulations, the Offer is not being, and will not be, made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any such jurisdiction.

7 The Announcement and any rights or liabilities arising hereunder, the Offer, the Scheme and the Forms of Proxy and any dispute arising out of, or in connection with it (whether contractual or non-contractual in nature) will be governed by English law and will be subject to the jurisdiction of the Courts of England.

8 The Ordinary Shares acquired under the Offer shall be acquired fully paid and free from all liens, charges, equitable interests and encumbrances and any other third-party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement. Accordingly insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by NetPlay in respect of an Ordinary Share on or after the date of this Announcement, Betsson reserves the right to reduce the consideration payable under the Offer by the aggregate amount of such dividend or distribution, and accordingly reduce the Offer Price as is, and by such amount as is, permitted by the Panel.

9 If any such dividend or distribution occurs and Betsson reduces the Offer Price, any reference in this Announcement to the consideration payable or the Offer Price shall (to the extent required, with the consent of the Panel) be deemed to be a reference to the consideration or Offer Price as so reduced although in such circumstances the NetPlay Shareholders would be entitled to retain any such dividend or distribution. If such reduction occurs, notwithstanding the terms on which the Ordinary Shares are expressed to be acquired by Betsson pursuant to the Offer in Appendix 1, the Ordinary Shares shall be acquired by or on behalf of NetPlay pursuant to the Offer together with all rights now and hereafter attaching to such shares including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made, paid or payable, or any other distribution or return of capital made, on or after the date of this Announcement. To the extent that such a dividend or distribution has been declared, paid, made or is payable, it shall be (i) transferred pursuant to the Offer on a basis which entitles Betsson to receive the dividend or distribution and to retain it; or (ii) cancelled, and the consideration payable and the Offer Price shall not be subject to change in accordance with this paragraph. Any exercise by Betsson of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer or the Scheme.

10 Betsson reserves the right to elect, subject to the prior consent of the Panel, to implement the Scheme by way of a contractual offer under Part 28 of the Companies Act 2006. In such event, the acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Betsson may decide) of the Ordinary Shares. Further, if sufficient acceptances of such contractual offer are received and/or sufficient Ordinary Shares are otherwise acquired, it is the intention of Betsson to apply the provisions of the Companies Act to compulsorily acquire any outstanding Ordinary Shares to which such offer relates.

11 Each of the conditions of the Offer contained in this Announcement shall be regarded as a separate condition and shall not be limited by reference to any other condition.

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATIONS

In this Announcement, unless otherwise stated or the context requires otherwise, the following sources and bases have been used:

1 The cash value of the Offer of approximately £26.4 million is based on 293,683,785 fully diluted Ordinary Shares consisting of:

2 Corporate Cash means the cash and cash equivalents of NetPlay, excluding player balances, as at 30 June 2016, of £7.5 million, as set out in the unaudited consolidated results of NetPlay for the six months ended 30 June 2016.

3 The premium to the market capitalisation of NetPlay, adjusted to exclude corporate cash as at 30 June 2016, is calculated using basic number of Ordinary Shares in issue on 1 February 2017.

4 The Closing Price on 1 February 2017 is the closing middle market quotation derived from the AIM Appendix of the Daily Official List.

5 The volume weighted average price per Ordinary Share for the three months to 1 February 2017 is derived from Bloomberg's daily volume weighted average price data. 

6 The market capitalisations of NetPlay and Betsson as at market close on 1 February 2017 are derived from Bloomberg. 

7 The International Securities Identification Number for the Ordinary Shares is GB00BZBXBN29. 

8 Unless otherwise stated, the financial information relating to NetPlay is extracted or derived (without material adjustment) from the audited consolidated financial statements of NetPlay for the financial year ended 31 December 2015 and the unaudited consolidated interim results of NetPlay for the six months ended 30 June 2016.

9 Unless otherwise stated, the financial information related to Betsson is extracted or derived (without material adjustment) from the audited consolidated financial statements of Betsson for the financial year ended 31 December 2015.

Appendix 3

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT

NetPlay Directors' Irrevocable Undertakings

Betsson has received irrevocable undertakings from each of the NetPlay Directors who hold (or who are otherwise able to control the exercise of) Ordinary Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 5,437,563 Ordinary Shares, representing approximately 1.95 per cent. of the issued share capital of NetPlay on 1 February 2017 (being the last Business Day prior to the date of this Announcement), comprised as follows:

The obligations of the NetPlay Directors under their irrevocable undertakings shall lapse and cease to have effect on and from the earlier of the following:

· the Scheme Document not being posted within 28 days of the date of this announcement (or within such longer period as Betsson and NetPlay may, with the consent of the Panel, determine);

· where the Offer is implemented by way of a Scheme, the Scheme lapsing or being withdrawn or the Scheme not becoming effective by 5.00 p.m. on the Long Stop Date (or such later time or date as is agreed between Betsson and NetPlay and no public announcement being made by Betsson in relation to electing (having received the Panel's consent) to implement the Offer by way of a takeover offer);

· where the Offer is implemented by way of a takeover offer, the takeover offer lapsing or being withdrawn without becoming unconditional in all respects and no public announcement being made by Betsson in relation to electing (having received the Panel's consent) to implement the Offer by way of a Scheme; or

· the Offer lapsing or otherwise being withdrawn.

Directforce Irrevocable Undertaking

The obligations of Directforce under its irrevocable undertaking shall lapse and cease to have effect on and from the earlier of the following:

· in the event that a third party announces a proposal pursuant to Rule 2.7 of the Takeover Code to acquire the entire issued and to be issued share capital of NetPlay, and (i) such proposal provides for consideration of no less than 10 per cent. above the value of the Offer Price, and (ii) Betsson has not announced the terms of a revised offer on or before three (3) Business Days after the date of the announcement of the higher competing offer where the consideration per Ordinary Share under the revised offer is equal to or exceeds the value of the consideration per Ordinary Share of the third party proposal;

· the Scheme Document not being posted within 28 days of the date of this announcement (or within such longer period as Betsson and NetPlay may, with the consent of the Panel, determine);

· where the Offer is implemented by way of a Scheme, the Scheme lapsing or being withdrawn or the Scheme not becoming effective by 5.00 p.m. on the Long Stop Date (or such later time or date as is agreed between Betsson and NetPlay and no public announcement having been made by Betsson in relation to electing (having received the Panel's consent) to implement the Offer by way of a takeover offer);

· where the Offer is implemented by way of a takeover offer, the takeover offer lapsing or being withdrawn without becoming unconditional in all respects and no public announcement having been made by Betsson in relation to electing (having received the Panel's consent) to implement the Offer by way of a Scheme;

· the Offer otherwise being withdrawn in a manner which is permitted by the Panel; or

· Directforce being required to withdraw the irrevocable undertaking by an order of a court of competent jurisdiction or by a competent regulator.

Henderson Letter of Intent

Betsson has received a letter of intent from Henderson Global Investors which confirms that, as at 1 February 2017, it was its current intention to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 26,379,949 Ordinary Shares, representing approximately 9.46 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day before the date of this Announcement).

Appendix 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"AIM" means AIM, a market of the London Stock Exchange.

"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange from time to time.

"Announcement" this announcement.

"Authority" any government or governmental, quasi-governmental, supranational, statutory or regulatory body, court, trade agency, professional association or any other person or body in any jurisdiction.

"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals.

"B2B" business to business.

"B2C" business to customer.

"Betsson" means Betsson AB (publ), a company incorporated in Sweden whose registered office is at Regeringsgatan 28, SE-111 53, Stockholm, Sweden.

"Betsson Directors" means the directors of Betsson.

"Business Day" any day (other than a Saturday, Sunday or UK public holiday) on which clearing banks in the City of London are open for normal business.

"Closing Price" the closing middle market price of an Ordinary Share on a particular trading day as derived from the Daily Official List.

"Companies Act" the Companies Act 2006, as amended.

"Conditions" the conditions to the implementation of the Scheme, as set out in Appendix 1 to this Announcement and to be set out in the Scheme Document.

"Confidentiality Agreement" means the agreement dated 30 August 2016 and made between Betsson and NetPlay.

"Corporate Cash" means the cash and cash equivalents of NetPlay, excluding player balances, as at 30 June 2016, of £7.5 million.

"Court" the High Court of Justice in England and Wales.

"Court Meeting" the meeting of NetPlay Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof.

"Court Order" the order of the Court sanctioning the Scheme. 

"Credit Suisse" means Credit Suisse International, as financial adviser to Betsson.

"CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear.

"CRM" means customer relationship management

"Daily Official List" means the Daily Official List published by the London Stock Exchange.

"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code.

"Disclosed" means information: (i) in this Announcement; (ii) in any other public announcement to a Regulatory Information Service made by, or on behalf of NetPlay following 31 December 2015 and before 5.00 p.m. on the Business Day immediately preceding the date of this Announcement; (iii) in NetPlay's annual report and accounts for the year ended 31 December 2015; (iv) in NetPlay's half-year report for the six months ended 30 June 2016; and/or (v) fairly disclosed in the electronic data room established by NetPlay for the purposes of the Offer as at 1 February 2017.

"EBITDA" means earnings before interest, tax, depreciation and amortisation.

"Effective" means, in the context of the Offer: (i) if the Offer is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Court Order to the Registrar of Companies; or (ii) if the Offer is implemented by way of a takeover offer, the takeover offer having been declared or become unconditional in all respects in accordance with the requirements of the Takeover Code.

"Effective Date" means the date on which (i) the Scheme becomes Effective; or (ii) if Betsson elects and the Panel consents to implement the Offer by way of a takeover offer, the takeover offer becomes Effective.

"Euroclear" means Euroclear UK and Ireland Limited.

"Financial Conduct Authority" or the "FCA" means the UK Financial Conduct Authority acting in its capacity as the competent authority for purposes of Part VI of the Financial Services and Markets Act 2000 (as amended).

"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the General Meeting to be sent to the holders of Ordinary Shares with the Scheme Document.

"General Meeting" the general meeting of NetPlay Shareholders to be convened in connection with the Scheme.

"Listing Rules" the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000 (as amended), and contained in the UKLA's publication of the same name.

"London Stock Exchange" London Stock Exchange plc.

"Long Stop Date" means 31 July 2017, or such later date (if any) as may be agreed by Betsson and NetPlay and (if required) the Panel and the Court may allow.

"NetPlay" or "Company" means NetPlay TV plc, a company incorporated under the laws of England and Wales with registered number 03954744 and whose registered office is at Battersea Studios, 80 Silverthorne Road, London SW8 3HE.

"NetPlay Directors" or "NetPlay Board" means the directors of NetPlay.

"NetPlay Group" means NetPlay and its subsidiary undertakings.

"NetPlay Shareholders" mean the registered holders of Ordinary Shares from time to time.

"NetPlay Share Plans" mean the share option plans of NetPlay.

"Oakvale" means Oakvale Capital LLP, strategic adviser to NetPlay.

"Offer" means the recommended cash offer being made by Betsson to acquire the entire issued and to be issued share capital of NetPlay to be effected by means of the Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof.

"offer period" the offer period (as defined in the Takeover Code) relating to NetPlay.

"Offer Price" means 9.00 pence per Ordinary Share.

"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code.

"Ordinary Shares" mean the ordinary shares of 1 1/14 pence in the capital of NetPlay.

"Overseas Shareholders" NetPlay Shareholders (or nominees of, or custodians or trustees for NetPlay Shareholders) not resident in, or national citizens of, the United Kingdom.

"Panel" the Panel on Takeovers and Mergers.

"Playtech" means Playtech plc, a company incorporated under the laws of the Isle of Man with registered number 008505V and whose registered office is at Ground Floor, St George's Court, Upper Church Street, Douglas Isle of Man IM1 1EE and/or its subsidiary undertakings from time to time.

"Registrar of Companies" the Registrar of Companies in England and Wales.

"Regulatory Information Service" any of the services set out in Appendix I to the Listing Rules.

"relevant NetPlay securities" Ordinary Shares, any other securities in the capital of NetPlay which carry voting rights or which are equity share capital, and securities convertible into, rights to subscribe for, options (including traded options) in respect of and derivatives referenced to, any of the foregoing.

"Restricted Jurisdiction" any jurisdiction into which, or from which, making an offer in connection with the Offer or this Announcement available would violate the laws of that jurisdiction.

"Scheme" the scheme of arrangement to be proposed under Part 26 of the Companies Act between NetPlay and the NetPlay Shareholders, with or subject to any revision, variation, addition or condition approved or imposed by the Court and agreed to by NetPlay and Betsson.

"Scheme Document" the document to be sent to NetPlay Shareholders containing, amongst other things, the Scheme and notices convening the Court Meeting and the General Meeting.

"Scheme Voting Record Time" means the date and time to be specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Court Meeting.

"SEK" means Swedish Krona, the lawful currency of Sweden.

"Shore Capital and Corporate" means Shore Capital and Corporate Limited, joint financial adviser, nominated adviser and broker to NetPlay.

"short position" a short position whether conditional or absolute and whether in the money or otherwise including any short position under a derivative, any agreement to sell or any delivery obligations or right to require another person to purchase or take delivery.

"Significant Interest" means in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of: (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking; or (ii) the relevant partnership interest.

"Strand Hanson" means Strand Hanson Limited, joint financial adviser and Rule 3 adviser to NetPlay.

"subsidiary" and "subsidiary undertaking" shall be construed in accordance with the Companies Act 2006.

"Takeover Code" the City Code on Takeovers and Mergers.

"Third Party" or "Third Parties" any central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction.

"UK Gambling Act" means the UK Gambling Act 2005.

"UKGC" means the UK Gambling Commission.

"UKLA" the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended).

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland.

"Wider Betsson Group" means Betsson and its subsidiaries, subsidiary undertakings and any other body corporate, partnership, joint venture or person in which Betsson and all such undertakings (aggregating their interests) have a Significant Interest.

"Wider NetPlay Group" means NetPlay and its subsidiaries, subsidiary undertakings and any other body corporate, partnership, joint venture or person in which NetPlay and all such undertakings (aggregating their interests) have a Significant Interest.

In this Announcement:

(a) all references to "pounds", "pounds sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom;

(b) all the times referred to in this Announcement are to London times unless otherwise stated;

(c) percentages of voting rights, share capital and relevant NetPlay securities are calculated by reference to the relevant percentage held and in issue outside treasury; and

(d) references to the singular include the plural and vice versa, unless the context requires otherwise, and words imparting the masculine gender should include the feminine or neutral gender.