REG - GVC Holdings PLC - Rule 2.7 announcement <Origin Href="QuoteRef">GVC.L</Origin> - Part 2

EntainAnnouncement

04/09/2015 07:00

- Part 2: For the preceding part double click  ID:nRSD0808Ya 

financial results of GVC and bwin.party for
the 12 months ended 31 December 2014, believe these would include: 
 
·       staff, outsourcing and other people-related costs, efficiencies to be
derived from removing duplication and by operating a more streamlined and
significantly larger combined sportsbook; 
 
·       sponsorship and marketing costs efficiencies by eliminating marketing
which has low return on investment, focusing on territories which have the
greatest revenue and growth potential, and acquiring and maintaining customers
with focus on VIPs; 
 
·       IT and development efficiencies by (i) migrating GVC's sportsbook onto
the bwin.party platform; (ii) reducing the number of development projects;
(iii) focusing on platform stability; and (iv) reducing further the amount of
time that the Enlarged Group's technology systems were not available to
customers; and 
 
·       back office and facility-related savings by integrating GVC and
bwin.party systems and teams, re-organising finance functions by process
rather than business units, rationalising finance into fewer, low-cost
locations and by implementing changes in board incentives. 
 
The cost savings referred to above are expected to be recurring whereas the
expected implementation costs referred to below will be one-off costs. GVC
expects the full cost savings run rate to be achieved 18 months after
Completion, with 58 per cent. of that total (on a run rate basis) to be
achieved by the end of 2016. 
 
GVC estimates that the delivery of at least E125 million of operating cost
savings and synergies described above would give rise to one-off costs of
approximately E60 million which are expected to be incurred in the first 18
months post-Completion. 
 
Cash flow and dividend intentions 
 
GVC believes that one important measure of performance is the ratio of net
cash generated to EBITDA. In the year ended 31 December 2014, GVC generated
E42.6 million in cash from Clean EBITDA of E49.2 million, after taking into
account both working capital movements and the acquisition of tangible and
intangible fixed assets, which is an 87 per cent. conversion ratio. GVC will
seek to achieve a conversion ratio for the Enlarged Group of at least 80 per
cent. post Completion and post-restructuring. 
 
By applying its cash management capabilities to the integrated sportsbook
activities, GVC believes that, by the beginning of 2017, the restructuring
would drive substantial improvement in the Enlarged Group's cash flow from
operations and free cash flow, facilitating the prompt repayment of the
Cerberus Loan and the resumption of payment of dividends at a level which is
comparable with GVC's quoted peer group of online gaming companies. The GVC
Directors anticipate adopting a policy of paying a progressive dividend. 
 
4        Mix and Match Facility 
 
Under the terms of the Mix and Match Facility set out in the Offer, Scheme
Shareholders (other than any Restricted Overseas Shareholders) may elect to
vary the proportions of New GVC Shares and cash consideration that they
receive in respect of their holdings of bwin.party Shares, subject to the
offsetting elections made by other bwin.party Shareholders. 
 
The total number of New GVC Shares to be issued under the Offer will not be
increased as a result of elections under the Mix and Match Facility.
Accordingly, elections made by eligible Scheme Shareholders under the Mix and
Match Facility for New GVC Shares will only be satisfied to the extent that
other eligible Scheme Shareholders make equal and opposite elections under the
Mix and Match Facility. 
 
To the extent that elections cannot be satisfied in full, they will be scaled
down on a pro rata basis. As a result, bwin.party Shareholders who make an
election under the Mix and Match Facility will not know the exact number of
New GVC Shares or amount of cash they will receive until settlement of the
consideration under the Offer. Elections under the Mix and Match Facility will
not affect the entitlements of those bwin.party Shareholders who do not make
any such elections. 
 
The Mix and Match Facility is conditional upon the Scheme becoming effective
and further details of the Mix and Match Facility will be included in the
Scheme Document. 
 
Restricted Overseas Shareholders will not be entitled to participate in the
Mix and Match Facility and, if the Scheme becomes effective, will receive for
each Scheme Share held by them the basic consideration of 25 pence in cash and
a further sum of cash based upon the proceeds of the sale in the market of
0.231 New GVC Shares for each bwin.party share held. 
 
5        Information on GVC 
 
GVC is a leading provider of B2B and B2C services to the online gaming and
sports betting markets. GVC's B2C offerings target a number of European and
Latin American markets and include the Sportingbet business which it acquired
in 2013 pursuant to a joint takeover offer with William Hill. GVC's B2B
businesses include the third party support contract for East Pioneer
Corporation B.V., which acquired the Superbahis brand from Sportingbet in
November 2011. 
 
GVC has delivered attractive shareholder returns from an increasing share
price and cash dividends, supported by strong cash generation from operations.
In the last three years (since 1 August 2012), GVC has delivered a total
shareholder return exceeding 270 per cent. 
 
As of the close of trading on 3 September 2015, the latest practicable date
prior to the date of this announcement, GVC had a market capitalisation of
approximately £277.58 million. 
 
6        Information on bwin.party 
 
bwin.party is a global online gaming company. bwin.party was formed from the
merger of bwin Interactive Entertainment AG and PartyGaming Plc on 31 March
2011.  Incorporated, licensed and regulated in Gibraltar, the bwin.party Group
also has licences in Alderney, Austria, Belgium, France, Italy, Denmark,
Germany (Schleswig-Holstein), Malta, Spain, the UK and the necessary approvals
to operate in New Jersey, US. With offices in Europe, India and the US, the
Group generated revenue of EUR 611.9 million and Clean EBITDA of EUR 101.2
million in 2014.  bwin.party has a leading position in each of its four key
product verticals: online sports betting, casino & games, poker and bingo with
some of the world's biggest online gaming brands including bwin, partypoker,
partycasino and FoxyBingo. The bwin.party Group's scale, technology and strong
portfolio of games collectively differentiate its customer offer from those of
its competitors. bwin.party is a constituent member of the FTSE 250 Index and
the FTSE4Good Index Series, which identifies companies that meet globally
recognised corporate responsibility standards. As of the close of trading on 3
September 2015, the latest practicable date prior to the date of this
announcement, bwin.party had a market capitalisation of approximately £950.3
million. 
 
For more information about bwin.party, visit www.bwinparty.com. 
 
7        Recommendation by the bwin.party Directors 
 
The bwin.party Directors, who have been so advised by Deutsche Bank, consider
the terms of the Offer from GVC to be fair and reasonable. In providing advice
to the bwin.party Directors, Deutsche Bank has taken into account the
commercial assessments of the bwin.party Directors. 
 
Accordingly, the bwin.party Directors intend unanimously to recommend that
bwin.party Shareholders vote in favour of the Scheme at the Court Meeting and
the bwin.party Shareholder Resolution at the bwin.party General Meeting, as
the bwin.party Directors have irrevocably undertaken to do in respect of their
own beneficial holdings of 14,388,127 bwin.party Shares representing, in
aggregate, approximately 1.7 per cent. of the ordinary share capital of
bwin.party in issue on 3 September 2015 (being the latest practicable date
prior to the publication of this announcement). 
 
8        Background to and reasons for the recommendation by bwin.party 
 
The online gaming industry began to emerge in the 1990s and since then has
grown strongly with online gaming viewed in many countries today as a
mainstream form of entertainment for adults.  As noted above, it is estimated
that the global online gaming segment generated gross gaming revenue in 2014
of approximately E32.5 billion, representing 8.8 per cent. of the global
gaming market and has already become a large and vibrant segment and this is
expected to continue with further growth over the coming years 1 . 
 
Increasing accessibility and an improving experience for customers are
expected to result in further growth over the coming years with global gross
gaming revenue through digital channels expected to reach approximately E46.8
billion by 2018, implying a compound annual growth rate of 9.6 per cent1. 
 
Revenue growth has been driven by more prevalent and faster broadband
connectivity as well as the development of real money gaming products for
mobile channels. Significant investment in marketing and product development
by online gaming companies have also played a significant part in growing the
market with the result that adults in most countries are today able to access
online gaming of one form or another through digital channels. 
 
Whilst these trends provide a generally favourable commercial backdrop,
operators' ability to meet the ever-increasing demands of consumers has been
challenged by a rapidly changing environment. 
 
There has been a significant shift towards regulatory frameworks with several
governments around the world increasing their oversight and control of this
activity.  Whilst this can provide greater clarity about the legality of the
activity, the emergence of different, sometimes 'ring-fenced' regulatory
frameworks around the world has increased the complexity and cost of
regulatory compliance whilst limiting the scale of the potential revenue
opportunity 2 .  As a result, several regulated markets today are unattractive
from a return on investment point of view. 
 
At the same time, operators' ability to meet the ever-increasing demands of
consumers have become more challenging. In order to secure and maintain
relevant market share, it is increasingly the case that operators need
recognisable brands and  to be able to offer a broad suite of products and
across all channels, placing even greater demands on both technological as
well as financial resources. 
 
The shift to nationally regulated markets means that operators choosing to go
'on-shore' must also pay the associated licensing and certification fees and
often significant gaming taxes that tend to be levied on either the amount
wagered or gross gaming revenue generated by a particular online gaming
activity. 
 
The combination of increasing product and channel complexity and the shift
towards increasingly heterogeneous nationally regulated markets has driven a
requirement for operators to focus their resources and seek scale in both
absolute terms as well as in each product category and geographic market in
which they operate. 
 
The bwin.party Directors believe that such requirements provide operators that
develop and operate their own technology with a distinct advantage - not only
can they remain in control of their own destiny and not be reliant on third
parties when deciding which products they wish to offer in which market, but
they can also differentiate their product suite from competitors and avoid
paying expensive product and technology licensing fees to a third party
provider. 
 
bwin.party is a sizeable online gaming business with significant revenues and
operating profits, generated from customers in a number of different markets.
However, the demands of an increasingly complex product offering across a
broadly diverse international revenue base, coupled with the transition to
nationally regulated frameworks in many of its markets has stretched
bwin.party's technical and financial resources over the past few years and has
also held back bwin.party's financial performance. 
 
It is against this background that the bwin.party Directors decided that
whilst a series of management initiatives including the shift to a label-led
organisational structure, an associated increased focus on fewer markets and a
rationalisation of core business activities and brands has begun to deliver a
much improved operational performance, the company should also explore
potential business combinations as a means of optimising value for
shareholders. 
 
Having considered the proposals received from interested third parties, as
well as bwin.party's prospects if it were to continue as an independent
company, the bwin.party Directors believe the Offer now represents the most
attractive combination for bwin.party shareholders. 
 
bwin.party Shareholders will be aware that on 17 July 2015, 888 Acquisitions
Limited, a subsidiary of 888 Holdings plc, announced the 888 Offer. Under the
terms of the 888 Offer, bwin.party Shareholders would be entitled to receive
39.45 pence in cash and 0.404 new 888 shares for each bwin.party Share held.
Based on the closing price of 160.00 per 888 share on 16 July 2015 (being the
last practicable date prior to the 888 Offer Announcement), the 888 Offer
represented a value of approximately 104.09 pence per bwin.party Share. 
 
In recommending the 888 Offer, the bwin.party Directors had concluded that
despite an earlier GVC proposal having many attractive features, including a
higher headline value of 110.00 pence per bwin.party Share, the 888 Offer
provided a higher degree of certainty for bwin.party Shareholders and that
GVC's modest incremental premium to the 888 Offer was not sufficient for the
bwin.party Board to recommend GVC's proposal over the 888 Offer. 
 
GVC subsequently revised its proposal, including a simplified transaction
structure, and the bwin.party Board and its advisers have worked closely with
GVC and its advisers with a view to progressing the remaining open aspects of
GVC's proposal in order to enable the bwin.party Board to evaluate GVC's
proposal. 
 
On 27 August 2015, bwin.party announced that key aspects of GVC's proposal had
been addressed to bwin.party's satisfaction and as a result the bwin.party
Board sought clarification regarding the best terms upon which GVC would be
prepared to make an offer to acquire all of the issued and to be issued share
capital of bwin.party.  GVC confirmed it would be prepared to offer 25 pence
in cash plus 0.231 new GVC shares for each bwin.party Share, implying a
headline value of approximately 129.64 pence per bwin.party Share, based on
the closing price per GVC share on 3 September 2015, (being the latest
practicable date prior to the release of this announcement). 
 
Having assessed the relative merits of 888's offer and GVC's proposal, the
Board concluded that the GVC proposal was worthy of recommendation and
informed 888 of its intention to switch recommendation to GVC.  In response,
888 tabled a proposal to increase its offer (the "Revised 888 Proposal"),
comprising 39.45 pence in cash and 0.465 new 888 shares, valuing each
bwin.party Share at approximately 114.78 pence per bwin.party Share, based on
the closing price per 888 share on 3 September 2015, (being the latest
practicable date prior to the release of this announcement). 
 
The Revised 888 Proposal was subject to a number of pre-conditions including
an increase in the bwin.party break fee to 1% of the value of the Revised 888
Proposal and the receipt of irrevocable undertakings from certain members of
the bwin.party shareholder base. 
 
In making its assessment of the relative merits of GVC's Offer and the Revised
888 Proposal, the bwin.party Board has considered a number of factors that it
believes could impact long-term value for bwin.party Shareholders.  These
include, but are not limited to: headline price and the consideration offered;
execution risks associated with the implementation of each offer; the timing
and scale of financial synergies to be generated; the complexity, regulatory
and operational risks associated with implementing the proposed business and
integration plans of both parties; the proposed financing structure of each
offer; the growth strategy of the resulting enlarged Group; governance and
control, listing and free float of the enlarged group. Following an
announcement on 1 September 2015 that bwin.party was going to consult with a
number of its largest shareholders the bwin.party Board also took account of
views received from them on the attractiveness of each combination. The
shareholders consulted represented over 50 per cent. of bwin.party's issued
share capital. 
 
Although the Revised 888 Proposal has a number of attractive features, the
bwin.party Directors believe that the Offer from GVC is more attractive than
the Revised 888 Proposal for the reasons set out below. The bwin.party Board
has therefore withdrawn its recommendation of the 888 Offer and is unanimously
recommending that bwin.party Shareholders accept the Offer from GVC. 
 
As a result of the bwin.party Board's change in recommendation the 888
Co-operation Agreement has terminated in accordance with its terms. 
 
In particular, the Offer from GVC: 
 
·     Is an attractive mix of cash and equity in the Enlarged Group that
together represents a premium of: 
 
o  12.5 per cent. to the closing price per bwin.party Share of 115.20 pence on
3 September 2015 (being the last business day before the date of this
announcement); 
 
o  45.0 per cent. to the closing price per bwin.party Share of 89.40 pence on
14 May 2015 (being the last business day before the date of the announcement
by bwin.party on 15 May 2015 that it had received proposals (including from
GVC) regarding a variety of possible business combinations); 
 
o  54.6 per cent. to the volume weighted average closing price per bwin.party
Share of 83.87 pence in the three months prior to the announcement by
bwin.party on 15 May 2015 referred to above; 
 
o  23.6 per cent. to the implied value of the previously announced offer for
bwin.party made by 888 on 17 July 2015, based on the closing price per 888
share of 162.00 pence on 3 September 2015 (being the last business day before
the date of this announcement); and 
 
o  12.9 per cent. to the implied value of 888's revised proposal to its offer
for bwin.party (details of which are set out in paragraph 8 below of this
announcement) based on the closing price per 888 share of 162.00 pence on 3
September 2015 (being the last business day before the date of this
announcement). 
 
·     Provides bwin.party shareholders with the opportunity to benefit from a
significant share in the Enlarged Group that the bwin.party Board believes: 
 
o  has an experienced management team with a strong track-record of: 
 
§ integrating acquisitions and growing revenues across a range of markets:
and 
 
§ delivering substantial value for shareholders; 
 
o  will benefit from the significant financial synergies, cost savings and
other commercial benefits that are expected to arise from the restructuring
and refocusing of bwin.party and the associated restructuring of GVC; 
 
·     Will provide bwin.party shareholders with the opportunity to benefit
from GVC's anticipated return to dividend payments in 2017; 
 
·     Provides a relatively more straightforward operational integration. As
GVC's existing customer base is significantly smaller than that of bwin.party
and is focused on two dotcom labels, such a migration is not expected to be
complex and is expected to deliver substantial financial synergies. The
bwin.party platform is already proven as a scalable platform and the addition
of two new labels is wholly consistent with the Group's strategy to win new
B2B customers for its Studios business unit. Further information regarding
expected synergies and cost savings is set out in paragraph 3 of this
announcement; 
 
·     Provides a diversified portfolio of regulated and unregulated business
for the Enlarged Group. GVC plans to continue to drive revenues from existing
dotcom markets as well as enter new markets using the bwin brand with a key
focus on sports betting.  As a brand, bwin remains strong in parts of Asia and
Latin America, markets that bwin.party has to-date chosen not to enter due to
the absence of a regulated framework for online gaming. The potential returns
from such markets could be greater than many of Europe's nationally regulated
and/or taxed markets and would help to fund the consolidation of the Enlarged
Group's position in regulated markets where regulatory and competitive
pressures can be expected to increase, the latter as a result of continued
consolidation within the industry; and 
 
·     Provide a significant free float for the Enlarged Group with a well
distributed shareholder base and application for a standard listing on the
main market of the London Stock Exchange to be made for the enlarged GVC's
share capital. 
 
Further information regarding expected synergies is set out in paragraph 3 of
this announcement. 
 
 1  H2 Gambling Capital, September 2015 
 
 2  'Ring-fenced' markets - those where consumers are only able to play
peer-to-peer games against other players in that market and jackpot prizes can
only be created from player activity within that market - are naturally
smaller than one that can access a regional or global player pool.  As a
result, such markets tend to be smaller than they would otherwise be if such
restrictions were not in place. 
 
9        GVC Shareholder approval 
 
The Offer, being a transaction of this size, constitutes a "reverse takeover"
(as defined in the AIM Rules) for GVC. Accordingly, GVC will be required to
seek the approval of GVC Shareholders at the GVC General Meeting for the
Offer. GVC is required to prepare and send the GVC Prospectus to GVC
Shareholders. The GVC Prospectus will include, among other things, details on
GVC Shares (including the New GVC Shares), the Enlarged Group, the background
to and reasons for the Offer and a notice convening the GVC General Meeting.
The Scheme will be conditional upon, amongst other things, the passing by the
requisite majority at the GVC General Meeting of the GVC Resolutions to
approve the Offer and the authorities to increase the authorised share capital
of GVC and to issue the New GVC Shares pursuant to the Offer and the
Fundraising. These GVC Resolutions will all be ordinary resolutions, save for
the resolution to disapply pre-emption rights in relation to the Fundraising,
which will be a special resolution. 
 
It is expected that the GVC Prospectus will be published at the same time as
the Scheme Document is posted to bwin.party Shareholders. 
 
10      Recommendation by the GVC Directors 
 
The GVC Directors intend unanimously to recommend that GVC Shareholders vote
in favour of the GVC Resolutions to be proposed at the GVC General Meeting, as
the GVC Directors have irrevocably undertaken to do in respect of their own
beneficial holdings of 245,482 GVC Shares representing, in aggregate,
approximately 0.4 per cent. of the ordinary share capital of GVC in issue on 3
September 2015 (being the latest practicable date prior to the publication of
this announcement). 
 
11      Irrevocable undertakings in relation to the Offer 
 
GVC has received irrevocable undertakings and bwin.party has received a
commitment from Androsch Privatstiftung to provide an irrevocable undertaking
in support of the Scheme. This represents an aggregate of 89,496,522
bwin.party Shares, representing approximately 10.8 per cent. of the share
capital of bwin.party in issue on 3 September 2015 (being the latest
practicable date prior to the publication of this announcement). 
 
Within this total are irrevocable undertakings from each of the bwin.party
Directors to vote in favour of the Scheme at the Court Meeting and the
bwin.party Shareholder Resolution to be proposed at the bwin.party General
Meeting as set out in paragraph 7. 
 
Further details of these irrevocable undertakings (including the circumstances
in which certain of them may lapse) are set out in Appendix III to this
announcement. 
 
12      Irrevocable undertakings in relation to the GVC Resolutions 
 
GVC has received irrevocable undertakings and a letter of intent to vote in
favour of the GVC Resolutions to be proposed at the GVC General Meeting in
relation to an aggregate of 14,614,038 GVC Shares, representing approximately
23.8 per cent. of the share capital of GVC in issue on 3 September 2015 (being
the latest practicable date prior to the publication of this announcement). 
 
Within this total are irrevocable undertakings from each of the GVC Directors
to vote in favour of the GVC Resolutions to be proposed at the GVC General
Meeting. 
 
Further details of these irrevocable undertakings and the letter of intent are
set out in Appendix III to this announcement. 
 
13      Management, employees and locations 
 
It is proposed that Norbert Teufelberger, current CEO of bwin.party, will join
the board of the Enlarged Group as a non-executive director ensuring that it
has direct access to and can benefit from his intimate knowledge of the
activities and operations of the bwin.party business that will represent the
majority of the Enlarged Group's operations and activities. The principal
terms of Mr Teufelberger's appointment will be set out in the Scheme
Document. 
 
GVC believes that the acquisition of bwin.party will result in opportunities
for many employees in the Enlarged Group in the future. 
 
However, GVC also recognises that in order to achieve the planned benefits of
the Offer, including deriving any available cost synergies, operational
restructuring of both GVC and bwin.party is likely to be required.  Following
the Effective Date, GVC intends to seek to integrate the operations of GVC and
bwin.party as far as reasonably practicable.  Although integration plans have
yet to be finalised, and any final decision will be subject to engagement with
appropriate stakeholders, this may lead to redundancies where the businesses
have overlapping functions or operational efficiencies have been identified. 
 
The board of GVC has confirmed to the bwin.party Board that the existing
employment rights, including pension rights and incentive arrangements, of all
management and employees of bwin.party will be fully safeguarded. 
 
14      The Fundraising 
 
GVC confirms that it is proposing to raise approximately £150 million
(approximately E206.0 million) by way of a (i) placing of 27,978,812 New GVC
Shares (the "Placing Shares") to certain new and existing institutional
investors at a placing price (the "Issue Price") of 422 pence per New GVC
Share (the "GVC Placing") being the closing bid price per GVC Share on 5
August 2015, the last business day prior to the pricing of the GVC Placing;
and (ii) subscription of 7,566,212 New GVC Shares by certain investors at a
subscription price of 422 pence per New GVC Share (the "Subscription") being
the closing bid price per GVC Share on 5 August 2015, the last business day
prior to the pricing of the Subscription (together, the "Fundraising").
Certain GVC Directors will also participate in the Fundraising, as set out
below. 
 
Cenkos, as agent of GVC, has made conditional arrangements to place the
Placing Shares at the Issue Price with certain new and existing institutional
investors and certain GVC Directors pursuant to the Placing Agreement. 
 
The aggregate net proceeds of the Fundraising will be used by GVC, amongst
other things, to fund reorganisation costs within the Enlarged Group and for
general working capital purposes. The proceeds from the Fundraising are not
required for, nor will they be used to fund, the cash consideration to be paid
pursuant to the Offer. 
 
The Fundraising is conditional, among other things, upon: 
 
·     all of the GVC Resolutions (save that in respect of proposed option
arrangement) being passed by the requisite majorities of GVC Shareholders at
the GVC General Meeting; 
 
·     the Placing Agreement having become unconditional in all respects and
not having been terminated in accordance with its terms; and 
 
·     Admission to Trading of the New GVC Shares to be issued under the
Fundraising having occurred no later than the Long Stop Date. 
 
The following GVC Directors are participating in the Fundraising: 
 
 GVC Director         Number of GVC Shares held as at 3 September 2015  Percentage of voting rights in GVC as at 3 September 2015  Number of New GVC Shares subscribed for under the Fundraising  Percentage of voting rights in the Enlarged Group following Completion  
 Lee Feldman          135,075                                           0.22%                                                      516,212                                                        0.22%                                                                   
 Kenneth Alexander *  108,740                                           0.177%                                                     1,373,455                                                      0.51%                                                                   
 Richard Cooper *     1,667                                             0.003%                                                     691,323                                                        0.24%                                                                   
 
 
*In addition, Kenneth Alexander's wife, Caroline Alexander, held 313,333 GVC
Shares and Richard Cooper's wife, Pascale Mourier Cooper, held 335,000 GVC
Shares each as at 3 September 2015. Kenneth Alexander and Richard Cooper are
required to disclose the number of GVC Shares held by their spouses. 
 
The participation by the above Directors in the Fundraising constitutes a
related party transaction under Rule 13 of the AIM Rules for Companies. Karl
Diacono, the sole independent Director considers that, having consulted with
Cenkos as GVC's nominated adviser, the terms of the above Directors'
participation in the Fundraising are fair and reasonable so far as
Shareholders are concerned. 
 
Richard Griffiths (together with his controlled undertakings) is currently the
beneficial and registered owner of, or otherwise interested in, 11.15 per
cent. of GVC's existing ordinary share capital and is therefore treated as a
related party of GVC under Rule 13 of the AIM Rules for Companies as a
substantial shareholder. Richard Griffiths' participation in the Placing is
therefore treated as a related party transaction for the purposes of the AIM
Rules for Companies. The Directors of GVC consider, having consulted with
Cenkos as GVC's nominated adviser, that the terms of Richard Griffiths'
participation in the Fundraising are fair and reasonable so far as
Shareholders are concerned. 
 
GVC Shares are currently admitted to trading on AIM. Application will be made
to the UKLA for the GVC Shares, together with the New GVC Shares to be issued
pursuant to the Offer and the Fundraising, to be admitted to the Standard
Segment of the Official List and to trading on the Main Market of the London
Stock Exchange subject to, among other things, Completion. Completion is
conditional on, among other things (i) admission of the GVC Shares and the New
GVC Shares to the Standard Segment of the Official List and to trading on the
Main Market of the London Stock Exchange or (ii) in the alternative, admission
to trading on AIM. 
 
Once GVC Shares together with the New GVC Shares are admitted to the Standard
Segment of the Official List and to trading on the Main Market of the London
Stock Exchange, GVC intends to make an application to the UKLA to transfer the
GVC Shares and the New GVC Shares from the Standard Segment of the Official
List to the Premium Segment of the Official List as soon as practicable
following publication of the GVC Report and Accounts for the year ending 31
December 2015. 
 
The New GVC Shares issued under the Fundraising will be issued credited as
fully paid and will rank pari passu in all respects with the existing GVC
Shares, save that they will not rank with existing GVC Shares for any
dividends of GVC declared, made or paid on or prior to Completion. 
 
Further details of the Fundraising will be set out in the Prospectus, which
will be published at the same time as the Scheme Document is posted to
bwin.party Shareholders. 
 
15      Dividends of GVC 
 
On 6 July 2015 the GVC Board declared an interim dividend of E0.14 per share,
payable on 17 August 2015 to GVC Shareholders on the register on 24 July
2015. 
 
The GVC Board also intends to declare a further interim dividend of E0.14 per
share, which will be payable, subject to Completion occurring, to those GVC
Shareholders on the register at a date to be confirmed by GVC but which will
be prior to Completion. 
 
The New GVC Shares to be issued under the Offer and the Fundraising will be
credited as fully paid and will rank pari passu in all respects with the
existing GVC Shares, save that they will not rank with existing GVC Shares for
any dividends of GVC declared, made or paid on or prior to 31 December 2015. 
 
16      bwin.party Share Plans 
 
Participants in the bwin.party Share Plans will be contacted separately
regarding the effect of the Offer on their rights under the bwin.party Share
Plans and with the details of GVC's appropriate proposals in respect of their
options and awards.  Further details of the terms of such proposals will be
included in the Scheme Document. 
 
17      Directors' existing incentive arrangements, participation in the
Fundraising and GVC Share Plans 
 
It is proposed that, as part of the remuneration arrangements for the Enlarged
Group going forward and to reflect the confidence of the GVC Board in the
Enlarged Group and align their interests fully with investors: (i) the
existing contractual bonus arrangements for the members of the GVC Board are
cancelled for 2016 onwards; (ii) the existing awards held by the members of
the GVC Board granted under the GVC 2010 Long Term Incentive Plan ("2010
LTIP") will be cash cancelled on Completion; (iii) the existing bonus
retention plan, announced in March 2015, will be accelerated and paid on
Completion; and (iv) transaction bonuses will be paid to the GVC Board on
Completion (together the "Proceeds"). 
 
As noted in paragraph 14 above, three Directors, namely Lee Feldman, Kenneth
Alexander and Richard Cooper will re-invest 100 per cent. of the after-tax
value of the Proceeds received by them (which is estimated to amount to
approximately £10.89 million) in subscribing for New GVC Shares as part of the
Fundraising. The New GVC Shares so acquired by the members of the GVC Board
will be subject to 12 month lock-up arrangements. Full details of the Proceeds
and their re-investment in the Fundraising will be set out in the GVC
Prospectus. 
 
In addition, a new employee share scheme will be established for the benefit
of directors and employees of the Enlarged Group ("New Plan"). Awards granted
under the New Plan will be market value options, whose exercise will be
subject to the achievement of a total shareholder return related performance
condition. Full details of the New Plan will be set out in the GVC Prospectus
and will include a dilution limit of 10 per cent. of the issued share capital
of GVC on Completion. An ordinary resolution will be put to the GVC
Shareholders at the GVC General Meeting to approve the adoption of the New
Plan. 
 
18      Structure of the Offer and Conditions to the Offer 
 
It is intended that the Offer will be implemented by means of a
Court-sanctioned scheme of arrangement between bwin.party and the Scheme
Shareholders under Part VIII of the Gibraltar Companies Act. 
 
The purpose of the Scheme is to provide for GVC to become the holder of the
entire issued and to be issued ordinary share capital of bwin.party. This is
to be achieved by the transfer of the Scheme Shares to GVC in consideration
for which the Scheme Shareholders on the register of members at the Scheme
Record Time will receive the consideration on the basis set out in paragraph 2
of this announcement. 
 
The Offer is also subject to the Conditions and further terms set out in
Appendix I to this announcement and to be set out in the Scheme Document, the
Forms of Proxy and the Form of Election, and will only become effective if,
among other things, the following events occur on or before the Long Stop
Date: 
 
·     a resolution to approve the Scheme is passed at the Court Meeting by a
majority in number of the bwin.party Shareholders present and voting, either
in person or by proxy, representing three-quarters or more in value of the
bwin.party Shares held by those bwin.party Shareholders; 
 
·     the bwin.party Shareholder Resolution necessary to implement the Scheme
is passed by the requisite majority of bwin.party Shareholders at the
bwin.party General Meeting; 
 
·     the Scheme is sanctioned by the Court; 
 
·     an office copy of the Scheme Court Order is delivered to the Registrar
of Companies within seven days after it is made; 
 
·     approvals of the Offer from, amongst others, the FCA (in respect of the
change of control of Kalixa), the Gibraltarian Financial Services Commission
(in respect of the change of control of Intertrader), the Licensing Authority
of Gibraltar (Gaming Division) in respect of the change of control of
bwin.party's Gibraltar business, the Malta Gaming Authority in respect of the
change of control of bwin.party's Malta Gaming Authority licensed entity,  the
French Ministry of Economy in respect of the change of control of bwin.party's
French business and the German Federal Cartel Office are obtained; 
 
·     each of the GVC Shareholder Resolutions is passed by the requisite
majority of GVC Shareholders at the GVC General Meeting; and 
 
·     the GVC Shares (including the New GVC Shares to be issued pursuant to
the Offer and the Fundraising) are Admitted to Trading. 
 
Upon the Scheme becoming effective (i) it will be binding on all bwin.party
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the bwin.party General Meeting (and if they attended and
voted, whether or not they voted in favour); and (ii) share certificates in
respect of bwin.party Shares will cease to be valid and entitlements to
depositary interests in respect of bwin.party Shares within the CREST system
will be cancelled. 
 
If the Scheme does not become effective on or before the Long Stop Date it
will lapse and the Offer and the Fundraising will not proceed. 
 
To the extent that any bwin.party Permitted Dividend is declared by the
bwin.party Board, the bwin.party Shareholders as at the record date for that
bwin.party Permitted Dividend will be entitled to receive and retain that
bwin.party Permitted Dividend. 
 
Further details of the Scheme, including an indicative timetable for its
implementation, together with notices of the Court Meeting and the bwin.party
General Meeting, will be set out in the Scheme Document, which will be
published as soon as reasonably practicable after the date of this
announcement. Subject to satisfaction or waiver of the Conditions, the Scheme
is expected to become effective in late Q4 2015 or in Q1 2016. 
 
19      Overseas Shareholders 
 
Overseas Shareholders 
 
Overseas Shareholders may be affected by the laws of other jurisdictions in
relation to the Offer or the Scheme. Overseas Shareholders should inform
themselves about and observe all applicable legal requirements. 
 
The availability of New GVC Shares under the Offer and the Fundraising to
persons who are not resident in, and the distribution of this announcement to
persons who are not resident in, the United Kingdom or Gibraltar may be
affected by the laws of the relevant jurisdiction in which they are located.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. bwin.party Shareholders who are
in any doubt regarding such matters should consult an appropriate independent
professional adviser in the jurisdiction without delay. 
 
This announcement has been prepared for the purposes of complying with English
and Gibraltar law, the Listing Rules and the AIM Rules 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 of jurisdictions
outside the United Kingdom. 
 
US Shareholders 
 
The New GVC Shares have not been, and will not be, registered under the US
Securities Act, or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New GVC Shares may not be
offered, sold, resold, delivered, distributed or otherwise transferred
directly or indirectly, in or into the United States absent registration under
the US Securities Act or an exemption therefrom. The New GVC Shares are
expected to be issued pursuant to the Scheme in reliance upon the exemption
from the registration requirements of the US Securities Act provided by
Section 3(a)(10) thereof. 
 
Under the US federal securities laws, persons who are or will be deemed to be
affiliates (as defined under the US Securities Act) of GVC after the Effective
Date may not resell the New GVC Shares received under the Scheme without
registration under the US Securities Act, except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act. Whether a person is an affiliate of a
company for such purposes depends upon the circumstances, but affiliates of a
company can include certain officers and directors and significant
shareholders. bwin.party Shareholders who believe they may be affiliates of
GVC after the Effective Date for the purposes of the US Securities Act should
consult their own legal advisers prior to any resale of New GVC Shares
received under the Scheme. 
 
For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10), bwin.party
will advise the Court through counsel that its sanctioning of the Scheme will
be relied upon by bwin.party and GVC as an approval of the Scheme following a
hearing on its fairness, at which hearing all bwin.party Shareholders are
entitled to attend in person or through counsel to support or oppose the
sanctioning of the Scheme and with respect to which notification has been
given to all bwin.party Shareholders. 
 
20      Application for standard listing of GVC Shares, de-listing of
bwin.party and intention to transfer to a premium listing of GVC Shares 
 
The New GVC Shares are not being offered to the public by means of this
announcement. This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document or an offer or an invitation to
purchase or subscribe for any securities. 
 
GVC Shares are currently admitted to trading on AIM. Application will be made
to the UKLA for the GVC Shares together with the New GVC Shares to be issued
pursuant to the Offer and the Fundraising, to be admitted to the Standard
Segment of the Official List and to trading on the Main Market of the London
Stock Exchange subject to, among other things, Completion. Completion is
conditional on, among other things (i) admission of the GVC Shares and the New
GVC Shares to the Standard Segment of the Official List and to trading on the
Main Market of the London Stock Exchange or (ii) in the alternative, admission
to trading on AIM.  It is expected that such Admission to Trading will become
effective on or shortly after the Effective Date. 
 
Details of how UK shareholders can hold, access and trade GVC Shares will be
set out in the Scheme Document. Shareholders resident in the UK will be able
to hold their GVC Shares through any of the ways currently available to GVC
Shareholders, including through an intermediary of their own choice should
they wish to do so. 
 
bwin.party intends, prior to the Scheme becoming effective, to make an
application for the cancellation of the listing of bwin.party Shares on the
UKLA Official List and for the cancellation of trading of the bwin.party
Shares on the Main Market of the London Stock Exchange, in each case to take
effect from or shortly after the Effective Date. The last day of dealings in
bwin.party Shares on the Main Market of the London Stock Exchange is expected
to be the Business Day immediately prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that date. On
the Effective Date, share certificates in respect of bwin.party Shares will
cease to be valid and entitlements to depositary interests in respect of
bwin.party Shares held within the CREST system will be cancelled. 
 
Once GVC Shares together with the New GVC Shares are admitted to the Standard
Segment of the Official List and to trading on the Main Market of the London
Stock Exchange, GVC intends to make an application to the UKLA to transfer the
GVC Shares and the New GVC Shares from the Standard Segment of the Official
List to the Premium Segment of the Official List as soon as practicable
following publication of the GVC Report and Accounts for the year ending 31
December 2015. 
 
21      Financing 
 
The cash consideration payable under the Offer will be funded by E400 million
(£291.33 million) of senior secured debt provided by Cerberus (the "Cerberus
Loan"). 
 
The Cerberus Loan is a two-year secured financing facility with no scheduled
amortisation (but including a cash sweep equal to 50 per cent. of the excess
cash flow generated in any financial year), repayable, amongst other events,
upon a change of control, an equity or debt raise and upon disposal of assets,
subject to certain exceptions. 
 
The Cerberus Loan bears interest at EURIBOR + a margin 11.5 per cent., with a
EURIBOR floor of 1 per cent.; up to half the margin may be capitalised. The
financial covenant package under the Cerberus Loan comprises leverage,
cashflow cover and minimum liquidity covenants. 
 
GVC will issue up to approximately 195,288,073 New GVC Shares to bwin.party
shareholders as part of the consideration pursuant to the Offer. These shares
are expected to represent approximately 66.6 per cent. of the enlarged share
capital of GVC on Admission to Trading. The Offer will be conditional upon,
amongst other things, approval of the GVC Resolutions by the GVC Shareholders
and Admission to Trading. 
 
Houlihan Lokey is satisfied that sufficient resources are available to GVC to
satisfy in full the cash consideration payable to bwin.party Shareholders
under the terms of the Offer. 
 
22      Offer-related arrangements and documents available on a website 
 
Offer-related arrangements 
 
Confidentiality Agreement 
 
GVC and bwin.party entered into a confidentiality agreement on 30 January 2015
pursuant to which GVC and bwin.party have undertaken to each other to keep
information relating to the other confidential and not to disclose it to third
parties (other than to permitted recipients) unless required by law or
regulation. 
 
GVC Co-operation Agreement 
 
GVC and bwin.party have entered into the GVC Co-operation Agreement in
relation to the Offer and other related matters. The GVC Co-operation
Agreement contains certain undertakings, assurances and confirmations among
the parties, including with respect to the co-operation of the parties
relating to the implementation of the Offer. 
 
As bwin.party is incorporated and has its registered office in Gibraltar, the
City Code does not apply to GVC or bwin.party in relation to the Offer.
However, in accordance with the requirements of bwin.party's articles of
association and, pursuant to the terms of the GVC Co-operation Agreement, GVC
and bwin.party have agreed to implement the Offer, and to observe and comply
with the provisions of the City Code (including the provisions of Appendix 7
of the City Code), as if bwin.party were subject to the City Code. 
 
Pursuant to the GVC Co-operation Agreement, GVC and bwin.party have agreed to
appoint a committee comprised of three representatives appointed by each of
GVC and bwin.party, which will be responsible for determining how the City
Code would be interpreted and applied in relation to the approval of matters
under Rule 21.1 of the City Code and the satisfaction, waiver or invoking of
any of the Conditions (each a "Code Committee Matter"), in each case other
than where such matter or consent is expressly provided for in the GVC
Co-operation Agreement or in any other written agreement between GVC and
bwin.party entered into on or after the date of the GVC Co-operation
Agreement. 
 
The GVC Co-operation Agreement also provides for referral of any matter
relating to the interpretation and application of any Code Committee Matter to
an independent expert, whose rulings (absent fraud or manifest error) are
final and binding on the parties. 
 
Pursuant to the GVC Co-operation Agreement, GVC and bwin.party agrees to
co-operate and assist each other in obtaining the Clearances required to
satisfy the Conditions. 
 
The GVC Co-operation Agreement sets out the parties' agreement as to the
treatment, in relation to the Offer, of participants in the bwin.party Share
Plans. 
 
The GVC Co-operation Agreement terminates automatically (save in respect of
certain surviving provisions): 
 
·     upon agreement in writing between GVC and bwin.party; 
 
·     if this Announcement is not released as soon as reasonably practicable
on or after the date of the GVC Co-operation Agreement, or by such later time
and date as the parties thereto may agree; 
 
·     if the Scheme (or the Takeover Offer as the case may be) lapses (or is
withdrawn) in accordance with its terms prior to the Long Stop Date (other
than where such lapse or withdrawal is a result of the exercise of a right to
switch from the Scheme to a Takeover Offer or is otherwise to be followed soon
after by an announcement of a firm intention to make an offer pursuant to Rule
2.7 of the City Code (as if the City Code applied to bwin.party) made by GVC
or a person acting in concert with GVC to implement the Offer by a different
offer or scheme on substantially the same or improved terms); 
 
·     upon the bwin.party Directors withdrawing or adversely modifying or
qualifying their recommendation and thereafter GVC gives written notice to
bwin.party to terminate the GVC Co-operation Agreement or bwin.party gives
written notice to GVC to terminate the GVC Co-operation Agreement; 
 
·     upon service of written notice by: 
 
o  GVC to bwin.party, following a GVC Break Payment Event (see below); or 
 
o  bwin.party to GVC, following a bwin.party Break Payment Event (see below);
or 
 
·     if an independent competing transaction is declared unconditional in all
respects or is completed. 
 
GVC Break Payment 
 
By way of compensation for any losses or costs suffered or incurred by
bwin.party in connection with the preparation and negotiation of the Offer,
the GVC Co-operation Agreement and any other agreement relating to the Offer
(other than any loss arising out of a breach of the GVC Co-operation Agreement
or the breach of any other obligations in connection with the Offer), GVC has
agreed to pay a break payment to bwin.party, subject to certain exceptions, in
the event that, following publication of this Announcement: 
 
·     (i) the GVC Board withdraws, adversely modifies or qualifies its
recommendation that the GVC Shareholders vote in favour of the resolutions
referred to in Condition 3(a) and (ii) either (A) bwin.party has complied in
all material respects with its obligations under the GVC Co-operation
Agreement and the Scheme Document (or if GVC elects, with the consent of the
bwin.party Board in accordance with the GVC Co-operation Agreement, to
implement the acquisition of the bwin.party Shares by way of a Takeover Offer
as an alternative to the Scheme, the offer document in respect of such
Takeover Offer) is not despatched to the bwin.party Shareholders on or prior
to 15 November 2015 or (B) the Offer lapses on or prior to the Long Stop Date;
or 
 
·     on or prior to the Long Stop Date, the Offer lapses as a result of the
resolutions referred to in Condition 3(a) not being passed by the shareholders
of GVC, 
 
(each, a "Category A GVC Break Payment Event"); or 
 
·     on or prior to the Long Stop Date, the Offer lapses as a result of
Condition 3(c) or any of Conditions 3(d) to (i) (inclusive) being invoked by
GVC or (where applicable) by bwin.party or any of those Conditions failing to
be satisfied (or, if capable of waiver, waived) by GVC (a "Category B GVC
Break Payment Event"), 
 
(each of a Category A GVC Break Payment Event and a Category B GVC Break
Payment Event being a "GVC Break Payment Event"). 
 
The break payment that GVC has agreed to pay, subject to certain exceptions,
is: 
 
·     if a Category A GVC Break Payment Event occurs, £10,900,000; and 
 
·     if a Category B GVC Break Payment Event occurs, £5,700,000, 
 
(each such amount being exclusive of recoverable VAT, if any). 
 
bwin.party Break Payment 
 
By way of compensation for any losses or costs suffered or incurred by GVC in
connection with the preparation and negotiation of the Offer, the GVC
Co-operation Agreement and any other agreement relating to the Offer (other
than any loss arising out of a breach of the GVC Co-operation Agreement or the
breach of any other obligations in connection with the Offer), bwin.party has
agreed to pay £10,900,000 (such amount being exclusive of any amount in
respect of recoverable VAT, if any) to GVC, subject to certain exceptions, in
the event that, following publication of this Announcement: (i) the bwin.party
Directors withdraw, adversely modify or qualify their recommendation and (ii)
either (A) GVC has complied in all material respects with its obligations
under the GVC Co-operation Agreement, GVC has not exercised its right in
accordance with the GVC Co-operation Agreement to elect to implement the Offer
by means of a Takeover Offer and the Scheme Document is not despatched to the
bwin.party Shareholders on or prior to 15 November 2015 or (B) on or prior to
the Long Stop Date, the Offer lapses (the "bwin.party Break Payment Event"). 
 
888 Co-operation Agreement 
 
As a result of the bwin.party Board's change in recommendation the 888
Co-operation Agreement has terminated in accordance with its terms. 
 
Documents available on website 
 
Copies of the following documents will be made available on GVC's and
bwin.party's websites at www.gvc-plc.com and www.bwinparty.com respectively
until the end of the Offer: 
 
·     the Confidentiality Agreement; 
 
·     the GVC Co-operation Agreement; 
 
·     the irrevocable undertakings referred to in paragraphs 11 and 12 above;
and 
 
·     documents relating to the financing of the Offer referred to in
paragraph 21 above. 
 
23      Opening Position Disclosures and Interests 
 
Except for the irrevocable undertakings referred to in paragraph 11 above and
save for 10,706 GVC Shares and 30,000 bwin.party Shares held by GVC's
nominated adviser, Cenkos Securities plc, as at close of business on 3
September 2015 (being the latest practicable date prior to the date of this
announcement), neither GVC, nor any of the directors of GVC or any member of
the GVC Group, nor, so far as the directors of GVC are aware, any person
acting in concert with GVC for the purposes of the Offer, had any interest in,
right to subscribe for, or had borrowed or lent any bwin.party Shares or
securities convertible or exchangeable into bwin.party Shares, nor did any
such person have any 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 obligation or right to
require another person to take delivery, or any dealing arrangement of the
kind referred to in Note 11 of the definition of acting in concert in the City
Code, in relation to bwin.party Shares or in relation to any securities
convertible or exchangeable into bwin.party Shares. 
 
However, in the interests of maintaining secrecy prior to the publication of
this announcement, GVC has not yet completed enquiries in respect of the
matters referred to in this paragraph of certain parties deemed by the City
Code to be acting in concert with it for the purposes of the Offer. Enquiries
of such parties will be completed as soon as practicable following the making
of this announcement and, in accordance with Note 2(a)(i) to Rule 8 of the
City Code, further disclosures, if any, required in respect of such parties
will be made as soon as possible and in any event by no later than 12 noon
(London time) on 18 September 2015. 
 
bwin.party confirms that it will today make an Opening Position Disclosure,
setting out the details required to be disclosed by it under Rule 8.2(a) of
the City Code (as if the City Code applied to the Offer). 
 
24      Issued share capital 
 
In accordance with Rule 2.10 of the City Code, bwin.party confirms that, as at
the date of this announcement, it has 826,450,901 ordinary shares of 0.015
pence each in issue. Each share carries the right to one vote, with the
exception of shares held by bwin.party's employee benefit trust, which has
waived the voting rights in respect of the shares it holds. As at the date of
this announcement bwin.party's employee benefit trust holds 1,519,008 ordinary
shares and therefore the total number of ordinary shares with voting rights is
824,931,893. The ISIN for bwin.party Shares is GI000A0MV757. 
 
In accordance with Rule 2.10 of the City Code, GVC confirms that it has
61,276,480 GVC Shares in issue.  The ISIN for GVC Shares is IM00B5VQMV65. 
 
25      General 
 
GVC reserves the right to elect, with the consent of the bwin.party Board in
accordance with the GVC Co-operation Agreement, to implement the acquisition
of the bwin.party Shares by way of a Takeover Offer as an alternative to the
Scheme.  In such event, the acquisition will be implemented by GVC and/or one
or more wholly-owned subsidiaries of GVC on substantially the same terms as
those which would apply to the Scheme subject to appropriate amendments,
including (without limitation) an acceptance condition set at such percentage
of the shares to which such offer relates, no greater than seventy-five per
cent. (or, in accordance with the applicable provisions of the GVC
Co-operation Agreement, where any of the circumstances set out in Note 2 of
Section 8 of Appendix 7 of the Code applies, ninety per cent.) of the voting
rights carried by the bwin.party Shares to which the Offer relates, provided
that this condition will not be satisfied unless GVC and/or any of its
subsidiaries shall have acquired or agreed to acquire (whether pursuant to the
Offer of otherwise) bwin.party Shares carrying in aggregate more than fifty
per cent. of the voting rights then normally exercisable at a general meeting
of bwin.party, as GVC may decide. 
 
The bases and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement. A summary of the
irrevocable undertakings is contained in Appendix III to this announcement.
Appendix IV contains definitions of certain expressions used in this
announcement. 
 
 Enquiries:                                                                                        
 GVC Holdings plc                                                            +44 (0) 1624 652 559  
 Kenneth Alexander, Chief Executive Officer               

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