7 Apr 2009 07:00
| Date: | 7 April 2009 |
| On behalf of: | NetPlay TV plc ('NetPlay TV', 'the Company' or 'the Group') |
| Embargoed until: | 0700hrs |
NetPlay TV plc
New deal with Virgin Media Television
Virgin Media Television takes 9.9% option stake in NetPlay TV
Proposed Acquisition of trading assets of Two Way Gaming Ltd
Placing to raise £800,000 at 18p per share
2008 Trading Update
New deal with Virgin Media Television
NetPlay TV plc (AIM: NPT), the interactive gaming company, today announces that it has signed binding 'Heads of Agreement' to enter into a business relationship with Virgin Media Television for an initial period until 30 June 2013.
On behalf of Virgin Media Television, NetPlay TV will take over production of the 'Challenge Jackpot' brand, including its website and television channel. The channel airs 24/7 on Virgin Media and Sky, plus three hours per day with live presenters on Bravo 2 and Virgin1, extending the brand into Freeview homes. Customers are able to play a range of games, including live TV roulette and a series of web games. Further Internet and mobile games are expected to follow.
The Group will continue to develop its own brands, SuperCasino.com, Bingos.com and EuroTeleMillions.com while involved in this collaboration.
Virgin Media Television takes 9.9% option stake
As part of the transaction, Virgin Media Television has entered into an option agreement over 9.9% of the total issued shares in NetPlay TV plc calculated after the issue of shares as part of the transaction with Two Way Gaming described below, and after the placing referred to below ("Option Agreement"). The Option Agreement will run alongside the production and gaming agreements.
The strike price for the options is 18p per ordinary share. The options are subject to an extraordinary general meeting ("EGM") and an orderly market clause which will run in conjunction with the agreement. The options are exercisable from the first anniversary of signing the agreement.
Acquisition of trading assets of Two Way Gaming Ltd
NetPlay TV has agreed to acquire the business assets of Two Way Gaming Limited, the current providers of the Challenge Jackpot gaming services (the "Acquisition"). The Acquisition includes the transfer of Challenge Jackpot's circa 16,000 registered players, their account balances and the equipment to run the business. The vast majority of the consideration is attributable to the database allowing business continuity for the Challenge Jackpot customers. In the month of March the business generated £14.5m of bets producing a gross margin of £500,000. The addition of the Two Way Gaming revenue will take the Company's gross monthly bets to over £45m. NetPlay TV will pay consideration of £2m through the issue of ordinary shares priced at the average 20 day price prior to completion per ordinary share to Two Way Holdings Limited for these assets ("Consideration Shares").
The Consideration shares will be held equally by Ingenious Media Active Capital Limited, and Win Gaming Media Inc. The Ingenious shares will be subject to a 12 month hard lock in, and the Win Gaming Media shares will be subject to a strict "orderly market" clause through the Company's Nominated Advisor and Broker.
A number of the Two Way Gaming staff will transfer to NetPlay TV including Guy Templer, Managing Director of Two Way Gaming.
Placing of ordinary shares
In order to fund certain transaction related expenses and reorganisation costs the Company has undertaken a small private placing to raise £800,000 of new money through the issue of 4,444,444 ordinary shares of 5p each ("Ordinary Shares") at 18 pence per Ordinary Share ("Placing Shares") (the "Placing"). The Placing is being supported by Martin Higginson, CEO of Netplay, Andrew Lapping, Non Executive Director of Netplay, as well as certain existing institutional shareholders in the Company.
As a consequence of the Option Agreement, the Acquisition and the Placing the Company will be required to convene an EGM. The Company will notify shareholders of this event by no later than 16 April 2009.
Application will be made (conditional on the approval of shareholders at the EGM) to the London Stock Exchange for the Admission of the Consideration Shares and Placing Shares to trading on AIM.
2008 Trading Update
Trading for the period ending 31 December 2008 will show an EBITDA profit in line with current market expectations. The Group looks forward to updating shareholders further with its full year results and trading update in June 2009.
This transaction is a transformational deal for the business and, once fully integrated, is expected to enhance the Company's prospects considerably. It is anticipated that the transaction will be earnings enhancing in the first full year following completion.
Martin Higginson, Executive Chairman and Chief Executive Officer, NetPlay TV plc said:
"We are extremely pleased to be entering into this arrangement with Virgin Media Television. The combination of the established Challenge Jackpot brand with our vision for converged gaming solutions will be a powerful force. From our perspective, it allows us to offer gaming services to a new set of customers, thus broadening our demographic reach considerably.
"Over the last 12 months NetPlay TV has made a lot of progress, we have moved from the losses incurred during our first year of establishing the business in its current guise to a solid, sustainable and profitable business. Our SuperCasino.com business is now recognised as the market leader in the converged TV and internet space. Our Bingo business is stable following moving it to the UK and we are ready to re-launch the various European websites under their new brand, EuroBingo.com. The recent launch of EuroTeleMillions.com adds another brand to our portfolio, one we can in time expand into Europe.
"Over the past two years we have transformed the business into a truly unique TV, internet and mobile offering. Our customers can access our games through a variety of different mediums no matter where they are. Our dedication to building a solid and sustainable set of brands has allowed us to increase "Life Time Values" of the customer and in turn, profit generated from these businesses. We continue to focus on delivering the very best customer experience as we strive to become the destination of choice for our players."
Jonathan Webb, Managing Director of Virgin Media Television, said:
"I'm delighted that NetPlay TV will be building on the work of Two Way Gaming in establishing Challenge Jackpot in the market. NetPlay TV's expertise in convergent gaming fits with our ambition to totally integrate the gaming experience between internet, TV and mobile. I look forward to working with them to build on those foundations and take the brand to the next level of success."
-Ends-
Enquiries:
| NetPlay TV plc | www.netplaytv.plc.uk |
| Martin Higginson, Executive Chairman and Chief Executive Officer | Via Redleaf |
| Redleaf Communications | Tel: 020 7566 6700 |
| Emma Kane / Sanna Sumner/Mike Ward | netplay@redleafpr.com |
| Panmure Gordon | |
| Andrew Burnett | Tel: 0151 243 0986 |
| Katherine Roe | Tel: 020 7459 3600 |
| Stuart Gledhill | |
| Virgin Media Television | |
| Patrick Robinson | Tel: 020 7299 5695 |
| Rohan Srinivasan (Eulogy! PR) | Tel: 020 7927 9999 |
Notes to Editors:
Publication photographs are available from Redleaf Communications or www.redleafpr.com
About NetPlay TV plc
NetPlay TV plc is listed on the AIM market of the London Stock Exchange (NPT). NetPlay TV operates a number of interactive gaming services under a UK gaming license, including 'Live Roulette' ™ and 'Live BlackJack, www.supercasino.com, 'Live Roulette' and 'Autowheel' can also be viewed live on television on Sky Channel 866. 'Live BlackJack' is broadcast live on the Internet www.supercasino.com from 9pm.
In April 2008, NetPlay TV acquired Bingos.com, an established pan-European online bingo operator with over one million registered players. Bingos.com currently operates as an Internet site in the UK, Spain, Italy, Poland and Sweden.
The Company is focused on the delivery of a converged interactive gaming experience allowing its customers to interact with its games on a variety of platforms, TV, Internet and mobile from a common integrated wallet.
About Virgin Media Television
Virgin Media Television (VMtv) has seven wholly-owned channels, some of the strongest entertainment brands in UK multichannel television: LIVING, LIVING2, Bravo, Bravo 2, Challenge, Challenge Jackpot and Virgin1. The portfolio spans pay and free-to-air television - reaching over 24 million adult viewers each month - and has a growing presence on broadband, mobile and on-demand platforms. VMtv is also BBC Worldwide's 50% partner in the UKTV portfolio of ten channels. VMtv is part of Virgin Media, the innovative and pioneering UK entertainment and communications business.