RNS Number:9929T
Leisure & Gaming plc
11 November 2005
11 November 2005
Leisure & Gaming plc ("Leisure & Gaming" or the "Company")
Proposed acquisition (the "Acquisition") of Nine.com and English Harbour
Placing of up to 19,500,000 new Ordinary Shares of 25p each at 125p per share
The Directors ("Directors" or "Board") of Leisure & Gaming are pleased to
announce that the Company has entered into conditional agreements to acquire
Nine.com, a leading online sports betting and gaming operator, and English
Harbour, a vertically integrated online casino business.
The Acquisitions complement the Company's foundation VIP Group business and
brands, covering principally online sports betting and casino gaming, and
further establish the Company as a leading player in the online gaming market.
HIGHLIGHTS
The Acquisitions
Nine.com
* Established in 1997, Nine.com offers online sports betting, horse
racing, casino gaming and poker.
* Licensed in Curacao with operations in Costa Rica.
* Strong growth through the BetCom and MyBookie brands and recently
launched Nine.com, a multi-product gaming and entertainment brand.
* Initial consideration of $36.0 million, split $21.6 million in cash
and $14.4 million in shares, and deferred consideration of up to $21.1 million
dependent upon the profitability of Nine.com for each of the years ending 31
December 2006, 2007 and 2008.
* In the year ended 31 December 2004, Nine.com recorded revenues of
approximately $178.7 million and EBIT of $3.2 million and for the six months to
30 June 2005 EBIT of approximately $2.2 million.
English Harbour
* Established in 1997 in Antigua, as one of the first Internet casino
businesses.
* Operated on proprietary technology, providing a strong portfolio of
brands including English Harbour, Silver Dollar and the Super Slots Casino.
* A track record of retaining customers, particularly high value premium
players.
* Initial consideration of $16.5 million, split $8.25 million in cash
and $8.25 million in shares, and deferred consideration of up to $6.75 million
dependent upon the profitability of English Harbour for each of the years ending
31 December 2006 and 2007.
* In the year ended 31 December 2004, English Harbour recorded revenues
of approximately $18.8 million and EBITDA of approximately $3.2 million and for
the six months to 30 June 2005 EBITDA of approximately $1.6 million.
Funding
* The Company plans to raise up to #24.375 million #21.875 million net of
expenses) by way of a placing, fully underwritten by Altium Capital Limited.
The proceeds of the placing will be used to pay the cash consideration and
to meet the costs and expenses of the Acquisitions.
* The Acquisitions are intended to be completed simultaneously but are not
conditional on each other.
* Altium Capital Limited is nominated Adviser and Broker to Leisure &
Gaming. Marwyn Capital Limited is Financial Adviser to Leisure & Gaming.
Alistair Assheton, Chief Executive of Leisure & Gaming, said:
"We are pleased to announce the acquisitions of Nine.com and English Harbour;
together they represent a significant further step in the development of the
Leisure and Gaming group.
"Nine.com's proven marketing abilities complement the group's foundation VIP
business and its recognised strength in customer retention. The English Harbour
business combines casino best practice to complement the enlarged group's core
sports betting focus."
For further information please contact:
Alistair Assheton, Leisure & Gaming plc Tel: +44 20 7248 6343
Mark Watts, Marwyn Capital Limited Tel: +44 20 7782 8501
Garry Levin/Marc Milmo/Sam Fuller, Altium Capital Limited Tel: +44 20 7484 4040
Jonathon Brill/Billy Clegg, Financial Dynamics Tel: +44 20 7831 3113
Leisure & Gaming plc ("Leisure & Gaming" or the "Company")
Proposed acquisition of Nine.com and English Harbour
Placing of up to 19,500,000 new Ordinary Shares of 25p each at 125p per share
Introduction
The Company announced today that it has entered into a conditional agreement to
acquire Nine.com (a leading online sports betting and gaming operator based in
Curacao and Costa Rica) for a total consideration of up to $57.1 million.
Initial consideration of $36.0 million is payable on Completion, which will be
satisfied by the issue of 6,454,504 Initial Consideration Shares and $21.6
million in cash. Additional consideration of up to $21.1 million (to be
satisfied in cash and/or by the issue of Additional Consideration Shares) may
become payable dependent upon the profitability of Nine.com for each of the
years ending 31 December 2006, 31 December 2007 and 31 December 2008. Nine.com
is being acquired on the basis that it will be debt-free with a net cash
position of $250,000 at Completion.
The Company also announced today that the Group has entered into conditional
agreements to acquire English Harbour, a leading online casino business for a
total consideration of up to $23.25 million. Initial consideration of $13.75
million is payable on Completion, which will be satisfied by the issue of
2,628,865 Initial Consideration Shares (together with further Ordinary Shares
with a value of approximately $0.64 million) and $7.25 million in cash. Deferred
consideration of up to $2.75 million (to be satisfied by the payment of up to $1
million in cash and by the issue of Deferred Consideration Shares with a value
of up to $1.75 million) may become payable dependent, inter alia, upon the
profitability of English Harbour for the year ending 31 December 2005.
Additional consideration of up to $6.75 million (to be satisfied in cash and/or
by the issue of Additional Consideration Shares) may become payable dependant,
inter alia, upon the profitability of English Harbour for each of the years
ending 31 December 2006 and 31 December 2007. English Harbour is being acquired
on the basis that it will be debt-free with a net cash position of $900,000 at
Completion.
Although the Company has undertaken, and intends to complete, the Acquisitions
simultaneously, the Acquisitions are not conditional upon each other. If for any
reason either of the Acquisitions is not completed, this will not prevent
Completion of the other Acquisition.
The Company also announced today that it proposes to raise up to #24.375 million
(approximately #21.875 million net of expenses) by issuing up to 19,500,000 new
Ordinary Shares at the Placing Price. The proceeds of the Placing will be used,
inter alia, to pay the cash consideration pursuant to the Acquisitions and to
meet the costs and expenses relating to the Proposals. The Placing has been
fully underwritten by Altium.
Further details of the terms of the Acquisitions and the Placing are set out
below.
Background
Leisure & Gaming was admitted to trading on AIM on 3 September 2004 with a view
to identifying and acquiring businesses which are suitably positioned to take
advantage of the opportunities that the Directors believe exist in the online
betting and gaming sector. The Company completed its first acquisition, of VIP,
on 28 June 2005. Through VIP, the Company operates a number of online sports
betting, horse betting, poker and casino gaming brands including VIPsports,
VIPpoker, BetGameDay and FairDeal.
The Directors believe that aside from its expertise in online sports betting and
gaming, one of the key attributes of VIP is its focus on customer service,
loyalty and retention. It is the Directors belief that as the online sports
betting and gaming sector becomes increasingly competitive, the ability to
attract and retain customers will become ever more important. VIP's loyalty
programme ''VIP Rewards'', through which customers are able to earn ''rewards''
from playing on the various VIP sites, together with VIP's emphasis on customer
service, give the Company further potential to increase customer retention.
The Directors believe that VIP provides the Company with a strong platform from
which to pursue its strategy of further consolidation in the sector.
On 14 October 2005, the Company made a further acquisition and signed a
strategic online marketing agreement with Stanley Leisure plc incorporating its
casino estate, which included the acquisition of their Acropolis online casino
business based in Curacao.
The online gambling market
Although there are no agreed figures as to the exact size of the online gambling
market (due to the fact that it is still a relatively young industry with many
privately owned operators), the market was estimated to be worth in excess of $8
billion in 2004.
According to Christiansan Capital Group and Global Betting and Gaming
Consultants, two of the leading consultants in the online gambling sector, the
estimates of global online gross win (being the amounts lost by gamblers) are as
follows:
2001 2002 2003 2004 2005 2006E 2007E
US$bn US$bn US$bn US$bn US$bn US$bn US$bn
Christiansen Capital
Advisers 3.1 4.0 5.9 8.2 12.0 15.2 18.4
Global Betting and
Gaming Consultants 4.9 5.7 6.7 9.2 12.0 14.3 16.3
In terms of online gambling activity, it has been estimated that sports betting
(which includes horse racing) accounts for 46 per cent. of the market, casino
games account for approximately 31 per cent. of the market and poker accounts
for approximately 15 per cent. The remainder of the market is principally made
up of bingo, skill games and other games of chance.
The Directors' believe that there remains significant opportunity for growth in
the online sports betting and gaming sector. The Acquisitions represent the
continuation of the Company's consolidation strategy.
Information on Nine.com
Background
Nine.com is an online gambling operator offering sports betting, horse racing,
casino gaming and poker. The business was established in 1997, focusing on the
recreational gambler and has grown strongly, through the "BetCom" and "MyBookie"
brands. The most recently launched brand, "Nine.com", is a multiproduct gaming
and entertainment brand, designed to attract a wider demographic mix than
traditional sports betting. The company is licensed and based in Curacao with
operations in Costa Rica.
The Nine.com business
From its origins in sports betting, Nine.com has diversified its product
offering to include casino games and more recently, skill gaming and poker.
Sports betting is expected to account for 70 per cent. of net win in 2005. Like
VIP, Nine.com's core customer base is the recreational gambler, typically male
and aged between 20 and 40 years old.
Sportsbook
The sites operated by Nine.com offer betting on all the main US sports, with the
majority of bets taken on American football, basketball and baseball. Sports net
win margins at approximately six per cent. are consistent with the recreational
customer base. The high proportion of multiple bets such as parlays and teasers
(which account for over 50 per cent. of all wagers) together with an average bet
size of approximately $65, are also representative of the recreational customer
base of Nine.com.
Casino
The casino business was launched in early 2004 and offers the full range of
casino games. Nine.com's casino sites offer many different games although the
majority of revenue is generated from blackjack. Since its inception, the casino
business has grown rapidly as Nine.com has actively marketed its casino offering
to its sports book customers. Currently, approximately 29 per cent. of the
sports betting customers play casino games.
Customers and marketing
Nine.com had a total of 18,856 active customers in 2004 and, as at 30 June 2005,
the number of active customers was 19,015. Nine.com monitors marketing
effectiveness by campaign and media, ensuring that resources are directed to the
most cost effective and high conversion campaigns, resulting in an average
marketing cost of $184 per new customer in 2004.
Summary financial information on Nine.com
For the year ending 31 December 2004, Nine.com's revenue was approximately
$178.7 million, net win was approximately $13.5 million and EBIT was
approximately $3.2 million. As at 30 September 2005, the value of the assets
subject to the Nine.com Acquisition was $0.9 million.
In the six months to 30 June 2005, Nine.com's revenue was approximately $91.3
million, net win was approximately $8.1 million and EBIT was approximately $2.2
million.
Information on English Harbour
Background
English Harbour is an online casino business that was established in Antigua in
1997 and was one of the first Internet casino businesses. The business is
focused on casino gaming with a dedicated proposition specifically targeted at
casino customers. English Harbour has a reputation as a leading online casino
and has benefited from its ability to retain customers, particularly high value
premium players, with the majority of revenue coming from slot machine and video
poker games.
The English Harbour business
English Harbour is a fully vertically integrated online casino business which
operates several brands, the most prominent of which are "English Harbour", "
Silver Dollar" and the "Super Slots Casino". English Harbour owns and operates
its own casino software which is developed and maintained in-house. English
Harbour also operates its own e-payments business which also provides solutions
to third party businesses.
Casino
Consistent with land-based casinos, and unlike many of the online casinos linked
to sportsbooks, English Harbour generates over 70 per cent. of its revenues and
net win from slot machines and video poker. As such, English Harbour achieves
higher net win margins than those generated by blackjack-driven sportsbook
casinos.
Customers and marketing
In the nine months to 30 September 2005, English Harbour generated 12,076 new
sign ups with a substantial proportion generated through affiliate relationships
resulting in an average customer acquisition cost of $186. English Harbour has a
track record of identifying and retaining high value premium players. Its
marketing efforts have increased the number of retained customers as a
proportion of total customers from 9.4 per cent. in 2003 to 18.4 per cent. at
the end of June 2005. Average deposits per customer have increased from $513 in
2003 to $685 at the end of June 2005.
Software and technology
English Harbour has developed and operates proprietary casino gaming software.
It has also developed its own poker software which it has licensed to several
third parties.
Summary financial information on English Harbour
For the year ending 31 December 2004, English Harbour's revenue was
approximately $18.8 million, gross profit was approximately $8.5 million and
EBITDA was approximately $3.2 million. As at 30 June 2005, the value of the net
assets subject to the English Harbour Acquisition was $1.5 million.
In the six months to 30 June 2005, English Harbour's revenue was approximately
$11.6 million, gross profit was approximately $4.5 million and EBITDA was
approximately $1.6 million.
Background and rationale for the Acquisitions
The Directors believe that the online gambling industry remains a fragmented and
evolving market with scope for consolidation and that English Harbour and
Nine.com represent complementary acquisitions that will be earnings enhancing
(note 1) in their first full year. In addition, the Acquisitions will further
establish the Company as a leading player in the online gaming industry.
Nine.com is a similar business to VIP which the Directors believe provides
significant opportunities for synergies. Both Nine.com and VIP are principally
sports betting businesses, catering to a core customer base of recreational
gamblers. Both businesses also include a horse betting, casino and poker
offering. Moreover, the Directors believe that Nine.com's key strengths in the
areas of branding, marketing and sales will complement VIP's key strengths in
customer service, retention and loyalty. In addition, there is substantial scope
for cost efficiencies in the areas of e-payment processing, technical redundancy
and call centre rationalisation.
English Harbour is a specialist casino business, focusing, principally on high
value, premium players. English Harbour will bring specific casino expertise
and cross marketing opportunities to both VIP and Nine.com.
The Directors believe that following the Acquisitions, the Enlarged Group will
be well positioned to achieve best practice in key business areas thereby
driving growth, synergies and shareholder value.
The English Harbour Acquisition and the Nine.com Acquisition are not conditional
upon each other. If, for any reason, the Acquisition is not completed, this
will not prevent Completion of the other Acquisition.
Current trading and prospects for the Enlarged Group
The Company reported its interim results for the period to 30 June 2005 on 26
September 2005. The Directors were pleased with the continued progress being
made by VIP which showed marked year-on-year growth including a 35 per cent.
increase in sports book net win, a 49 per cent. increase in new customer
sign-ups and a 25 per cent. increase in aggregate net win. The net win margin in
the period improved from 8.3 per cent. in 2004 to 10.6 per cent. in 2005.
Traditionally, VIP has achieved 60 per cent. of its net win in the second half
of the year and this has been dependent on its ability to attract and retain
customers from mid August to the end of September, the key sign-up period for
the US sports season. In the period since 30 June, the business has performed in
line with management's expectations. For the period from 1 July to 15 October
2005, VIP has seen a 55 per cent. increase in new customers compared to the same
period last year and a net win of approximately $7.9 million, an increase of 52
per cent. over the corresponding period in 2004.
English Harbour and Nine.com have also performed well in the first half of 2005.
In terms of the third quarter of 2005, the key sign up period for the peak US
sports season, Nine.com has seen a year-on-year increase of 195 per cent. in
customer sign-ups and a 77 per cent. increase in net win from approximately $2.3
million to $4.1 million.
Following Completion of the Acquisitions, the Directors believe that the
Enlarged Group will be well positioned to deliver further growth and value from
an operational perspective and from synergies it can extract from combining
English Harbour, Nine.com and VIP. In addition, the Directors are confident that
the Enlarged Group will be a leading, mid-size, online gaming group with scope
to complete further earnings enhancing acquisitions.
In terms of further acquisitions, the Directors will continue to focus their
attention on three areas. The most obvious targets are other combination
sportsbooks, casino and poker businesses with a view to further benefiting from
available synergies. Secondly, businesses which would provide the Enlarged Group
with access to new geographic markets or channels. The third category comprises
businesses that would provide the Enlarged Group with new products to complement
its existing product portfolio such as bingo, skill and person-to-person games.
Information on the Nine.com Acquisition
Under the terms of the Nine.com Acquisition Agreement, the Company has
conditionally agreed to acquire Nine.com from the Nine.com Seller for a total
consideration of up to $57.1 million comprising the following:
(a) initial consideration of $36.0 million payable on Completion, to be
satisfied by the issue of 6,454,504 Initial Consideration Shares and the payment
of $21.6 million in cash ($3.55 million of which will be retained until, inter
alia, the determination of Nine.com's net cash position and a further $2.5
million of which will be retained for up to 18 months from Completion for the
purposes of satisfying any claims by the Company under the Nine.com Acquisition
Agreement or related transaction documents); and
(b) additional consideration of up to $21.1 million, the payment of which is
dependent upon EBIT of Nine.com in each of the years ending 31 December 2006, 31
December 2007 and 31 December 2008.
The maximum additional consideration payable in respect of the year ending 31
December 2006 is $6.65 million and is payable in the event that Nine.com's EBIT
for that period is at least approximately $9.498 million. The maximum
additional consideration payable in respect of the year ending 31 December 2007
is $6.8 million and is payable in the event that Nine.com's EBIT for that period
is at least approximately $10.501 million. The maximum additional consideration
payable in respect of the year ending 31 December 2008 is $7.65 million and is
payable in the event that Nine.com's EBIT for that period is at least
approximately $12.001 million.
The Nine.com Seller has agreed to certain restrictions in relation to its
dealings in Consideration Shares. Specifically, subject to certain
expectations, the Nine.com Seller has agreed not to dispose (or agree to
dispose) of any Initial Consideration Shares prior to the first anniversary of
Admission and for the 12 months thereafter, to only do so through the Company's
brokers from time to time. In addition, the Nine.com Seller has agreed not to
dispose (or agree to dispose) of any Additional Consideration Shares issued to
it prior to the first anniversary of their issue except through the Company's
brokers from time to time.
Information on the English Harbour Acquisition
Under the terms of the English Harbour Acquisition Agreements, the Group has
conditionally agreed to acquire English Harbour from the English Harbour Sellers
for a total consideration of up to $23.25 million, comprising the following:
(a) initial consideration of $13.75 million payable on Completion, to be
satisfied by the issue of 2,628,865 Initial Consideration Shares (together with
further Ordinary Shares with a value of approximately $0.64 million) and $7.25
million in cash. Of this initial consideration, the issue of the Ordinary
Shares with a value of approximately $0.64 million and the payment of
approximately $0.36 million in cash will be withheld for 18 months from
Completion for the purposes of satisfying any claims by the Group under the
English Harbour Acquisition Agreements or related transaction documents;
(b) deferred consideration of up to $2.75 million (to be satisfied by the
payment of up to $1 million in cash and by the issue of Deferred Consideration
Shares with a value of up to $1.75 million at the Placing Price), the payment of
which is dependent upon, inter alia, the EBITDA of English Harbour for the year
ending 31 December 2005; and
(c) additional consideration of up to $6.75 million (to be satisfied in cash and
/or by the issue of Additional Consideration Shares), the payment of which is
dependent upon, inter alia, the EBIT of English Harbour in each of the years
ending 31 December 2006 and 31 December 2007.
The maximum deferred consideration of $2.75 million will be payable in the event
that English
Harbour's EBITDA for the year ending 31 December 2005 is at least $3.4 million.
The maximum additional consideration payable in respect of the year ending 31
December 2006 is $3.75 million and is payable in the event that English
Harbour's EBIT for that period is at least $5.0 million provided that the net
gaming revenue of English Harbour is at least $8.05 million. The maximum
additional consideration payable in respect of the year ending 31 December 2007
is $3.0 million and is payable in the event that English Harbour's EBIT for that
period is at least approximately $6.004 million provided that the net gaming
revenue of English Harbour is at least $9.775 million.
The English Harbour Sellers receiving Consideration Shares have agreed to
certain restrictions in relation to their dealings in those shares.
Specifically, subject to certain exceptions, such English Harbour Sellers have
agreed not to dispose (or agree to dispose) of any Initial Consideration Shares
or Deferred Consideration Shares prior to the first anniversary of Admission and
for the 12 months thereafter, to only do so through the Company's brokers from
time to time. In addition, such English Harbour Sellers have agreed not to
dispose (or agree to dispose) of any Additional Consideration Shares issued to
them prior to the first anniversary of their issue except through the Company's
brokers from time to time.
The Placing and use of proceeds
Pursuant to the Placing, the Company proposes to raise approximately #24.375
million (approximately #21.875 million net of expenses) by issuing up to
19,500,000 new Ordinary Shares, representing approximately 32.9 per cent. of the
Enlarged Issued Share Capital.
The Placing Shares have been conditionally placed by Altium, as agent for the
Company, with institutional investors in accordance with the terms of the
Placing Agreement. The Placing, which is being fully underwritten by Altium, is
conditional, inter alia, on Admission and the Placing Agreement becoming
unconditional in all respects by 6 December 2005 or such later date (being no
later than 23 December 2005) as the Company and Altium may agree.
The proceeds of the Placing will be used by the Company to meet the initial cash
consideration payable pursuant to the Acquisitions, the potential consideration
to be paid in respect of the earn-outs for the year ending 31 December 2006 and
to meet costs and expenses relating to the Proposals. Nine.com and English
Harbour are being acquired on a debt-free basis.
If only one of the Acquisitions becomes unconditional in all respects (save only
for any condition relating to Admission becoming effective) prior to Admission,
then Altium may, at its discretion, still proceed with the Placing on a scaled
back basis.
Relationship with Marwyn
Marwyn Capital Limited, a subsidiary of Marwyn, has advised the Company on the
Acquisitions in its capacity as financial adviser to the Company. A corporate
finance agreement with Marwyn Capital Limited and an accommodation and support
contract with Marwyn Partners Limited, another subsidiary of Marwyn are in
place. Philip Parker and Benjamin Shaw are shareholders in Marwyn and Benjamin
Shaw has a service agreement with Marwyn.
Dealing Arrangements
Application will be made for the New Ordinary Shares issued pursuant to the
Placing and the Acquisitions to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the New Ordinary
Shares will commence on 6 December 2005.
Extraordinary General Meeting
In order to enable the Company to issue Ordinary Shares pursuant to the Placing
and the Acquisitions, the approval of Shareholders in a general meeting is
required. This approval will be sought at the Extraordinary General Meeting of
the Company to be held at 10.30 a.m. on 5 December 2005.
General
A Circular containing details of the Acquisitions and the notice of an
Extraordinary General Meeting convened for 10.30 a.m. on 5 December 2005 to be
held at the offices of Osborne Clarke, One London Wall, London, EC2Y 5EB will be
posted today. Copies of the Circular and the notice of EGM will be made
available from the offices of Altium Capital Limited, 30 St James's Square,
London SW1Y 4AL from the date of this announcement and for a period of one month
from the date of Admission.
Expected Timetable of Principal Events
2005
Latest time and date for receipt of forms of proxy 10.30 a.m. on 3rd December
Extraordinary General Meeting 10.30 a.m. on 5th December
Completion of the Acquisitions and commencement of
Dealings in the New Ordinary Shares 8.00 a.m. on 6th December
Definitions
The following definitions apply throughout this document unless the context
requires otherwise:
"Acquisitions" the English Harbour Acquisition and the Nine.com
Acquisition
"Acquisition Agreements" the English Harbour Acquisition Agreements and the Nine.com
Acquisition Agreement
"Additional Consideration Shares" the new Ordinary Shares which may be allotted and issued to
the Sellers in satisfaction of any additional consideration
which may become payable pursuant to the terms of the
Acquisitions
"Admission" admission of the New Ordinary Shares to trading on AIM
becoming effective in accordance with the AIM Rules
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the rules published by the London Stock Exchange relating
to AIM
"Altium" Altium Capital Limited
"Board" the board of directors of the Company from time to time
"Company" or "Leisure & Gaming" Leisure & Gaming plc
"Completion" completion of the English Harbour Acquisition and/or the
Nine.com Acquisition (as the context requires)
"Consideration Shares" the Additional Consideration Shares, the Deferred
Consideration Shares and the Initial Consideration Shares
"Deferred Consideration Shares" the new Ordinary Shares which may be allotted and issued to
the English Harbour Sellers in satisfaction of any deferred
consideration which may become payable pursuant to the
terms of the English Harbour Acquisition
"Directors" the directors of the Company, being Philip Parker, Giles
Willits, Benjamin Shaw, Alistair Assheton and Peter Blacker
"EBIT" earnings before interest and tax
"EBITDA" earnings before interest, tax, depreciation and
amortisation
"EGM" or "Extraordinary General the extraordinary general meeting of the Company convened
Meeting " for 10.30 a.m. on 5 December 2005, or any adjournment
thereof, notice of which is set out at the end of this
announcement
"English Harbour" the companies, businesses and assets subject to the English
Harbour Acquisition, which together comprise the ''English
Harbour'' online casino operations
"English Harbour Acquisition" the proposed acquisition by the Group of English Harbour,
as described in this announcement
"English Harbour Acquisition the conditional agreements dated 11 November 2005 relating
Agreements" to the English Harbour Acquisition
"English Harbour Sellers" the various sellers of English Harbour
"Enlarged Group" the Company and its subsidiaries following Completion
"Existing Ordinary Shares" the existing ordinary shares of 25p each in the
Company in issue at the date of this announcement
"FSA" Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000
"Group" the Company and its subsidiaries as at the date of this
announcement
"Initial Consideration Shares" the 9,083,369 new Ordinary Shares to be allotted and issued
to the Sellers pursuant to the terms of the Acquisitions
"London Stock Exchange" London Stock Exchange plc
"Marwyn" Marwyn Investment group Limited
"New Ordinary Shares" the Initial Consideration Shares and the Placing Shares
"Nine.com" the companies, businesses and assets subject to the
Nine.com Acquisition, which together comprise the ''
Nine.com'' online sports betting and gaming operations
"Nine.com Acquisition" the proposed acquisition by the Company of Nine.com, as
described in this announcement
"Nine.com Seller" the seller of Nine.com
"Nine.com Acquisition Agreement" the conditional agreement dated 11 November 2005 relating
to the Nine.com Acquisition
"Ordinary Shares" ordinary shares of 25p each in the capital of the Company
"Placing" the proposed placing by Altium of the Placing Shares, as
described in this announcement
"Placing Agreement" the agreement dated 11 November 2005 between the Company
and Altium relating to the Placing
"Placing Price" 125p per Placing Share
"Placing Shares" up to 19,500,000 new Ordinary Shares to be allotted and
issued pursuant to the Placing
"Proposals" the Acquisitions, the Placing and the other proposals set
out in this announcement
"Sellers" the various sellers under the Acquisition Agreements, being
the English Harbour Sellers and the Nine.com Seller
"Shareholder" a holder of Existing Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" the FSA, acting in its capacity as the competent authority
for the purposes of Part VI of FSMA
"United States" or "US" the United States of America, its territories and
possessions and the District of Columbia
"VIP" VIP Management Services N.V. and Bon Bini Investments N.V.
or, as the context may admit, the trading business and
operations of the VIP Group as a whole
"VIP Group" VIP and VIP Management Services (Europe) Limited, a wholly
owned subsidiary of VIP Management Services N.V.
"$" US Dollar
Notes
1. This statement should not be taken to mean that the earnings per share of
Leisure & Gaming will necessarily match or exceed the historical reported
earnings per share of Leisure & Gaming and no forecast is intended or implied.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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