TTR.L Regulatory News (TTR)

32Red Plc

("32Red" or "the Company")

Acquisition of Roxy Palace Casino

32Red Plc, the award-winning online gaming operator, is pleased to announce today that it has acquired the remote online gaming business known as Roxy Palace (the "Business") for total consideration of £8.4 million comprising £2.0m in cash and the issuance of 10,000,000 new Ordinary Shares.

32Red has purchased the customer database, intellectual property rights and certain other assets used in connection with the Business via the acquisition of the entire issued share capital of Eucalyptus Investment Limited, a wholly-owned subsidiary of Hyperlink Media Limited and Applied Logics Limited (the "Sellers"). Other service companies associated with the Sellers will continue to provide services to the Buyer following Completion. The deal is expected to be immediately earnings accretive before synergies.

Roxy Palace

Founded in 2002, the Business offers more than 500 online casino games including slots, blackjack, video poker and roulette, and benefits from a database containing 230,000 registered players. The Business reported Net Gaming Revenue (''NGR'') of £10.1m and Gross Profit (NGR less variable costs) of £3.4m for the year ended 31 December 2014. After fixed costs, estimated Earnings Before Interest, Tax, Depreciation and Amortisation (''EBITDA'') totalled £1.6m for the year.*

Consideration

The consideration comprises the issuance to the Sellers of, in aggregate, 10,000,000 new ordinary shares of 0.02p each (the "Consideration Shares") and, in aggregate, £2m in cash. Application has been made for the Consideration Shares, which will rank pari passu with all existing shares in issue, to be admitted to trading on AIM. Dealings in the Consideration Shares are expected to commence on 17 July 2015, although the Consideration Shares are subject to a twelve-month lock-in period. Following the issue of the Consideration Shares, the Company will have 83,680,056 shares in issue. The cash consideration is payable in instalments as follows: £1m on Completion; £0.5m six months thereafter and the remaining £0.5m on 31 December 2016, provided there has been no warranty or other claim in that period.

Ed Ware, CEO, 32Red Plc, commented:

"We are delighted to have acquired Roxy Palace and we believe this is very beneficial for both our existing and new shareholders. We have known and respected the business for many years, and share a number of common values. Like 32Red, Roxy Palace is also based on the Microgaming platform which will aid in making for a smooth integration.

This acquisition fits well with our regulated markets growth strategy and will allow us to leverage the expertise that the Roxy Palace team has built up over many years in international markets to the combined benefit of the enlarged business. To that end we will continue to support the Roxy Palace brand along with maximizing synergies where appropriate."

32Red will announce its half year trading update on 22 July 2015.

*Financial information on the Business is sourced from unaudited management accounts and the Microgaming back office.

 14 July 2015

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