Schedule 1

Clarissa Elsner

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”)
COMPANY NAME:
GVC Holdings PLC (“GVC” or the “Company”)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered office:

Milbourn House
St. Georges Street
Douglas
Isle of Man
IM1 1AJ

COUNTRY OF INCORPORATION:
Isle of Man
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.gamingvc.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
GVC is the Isle of Man incorporated holding company of the GVC Group and was admitted to trading on AIM in May 2010. The Company was formed to assume the business and operations of GVC Holdings SA, the GVC Group’s previous Luxembourg incorporated holding company, as part of a re-domiciliation of the GVC group of companies from Luxembourg to the Isle of Man in 2010. GVC Holdings SA’s shares had been quoted on AIM since 2004.

The GVC Group is primarily a European online gaming and sports betting group. Licensed in Malta and Curaçao, its principal brands are:

  • CasinoClub, a leading online casino website for German-speaking markets;
  • Betaland, a Sportsbook and gaming website focused on the Southern European market; and
  • Betboo, which was initially focused on the Latin American market but since January 2011 has expanded into other emerging markets and in particular Turkish speaking markets.

The GVC Group does not accept, and has never accepted, wagers from US customers.

The GVC Group operates from offices in Israel, which provide customer services, marketing and operational support for CasinoClub, and in Malta, which provide customer service and sports trading for Betaland as well as sports trading management for Betboo. Other operational support and customer services for Betboo are outsourced to third party providers in Latin America. The Maltese office also contains some central finance, IT and other support functions. In total, as at 30 June 2011, the GVC Group had 112 employees and contractors.

Trading in the Company’s shares was suspended on 16 August 2011 in accordance with the AIM Rules for Companies following press speculation that the Company was in exclusive discussions with Sportingbet PLC regarding the possible purchase of the latter’s Turkish language website business. Such a transaction, if completed, would have constituted a Reverse Takeover under the AIM Rules.

On 14 October 2011, East Pioneer Corporation B.V. (“EPC”) announced that it had conditionally agreed to acquire from Sportingbet PLC (“Sportingbet”) the Turkish language website, www.superbahis.com and associated offshore assets (“Transferring Business”) from Longfrie Limited (“Longfrie”), a wholly-owned subsidiary of Sportingbet. On the same day, GVC announced that: (i) GVC Sports had entered into a business to business agreement with EPC to provide EPC with support services to enable it to operate the Transferring Business (the “Services Agreement”); and (ii) GVC had agreed in favour of Longfrie to guarantee the performance of EPC’s obligations under certain documents relating to the transaction (the “Guarantee”).

Together, the Services Agreement and the Guarantee are being treated as an acquisition solely in relation to Rule 14 of the AIM Rules and therefore on 31 October 2011, GVC published a document constituting an admission document under AIM Rule 14.

The Transferring Business is carried on under the “Superbahis” brand and comprises Sportingbet’s Turkish language website, www.superbahis.com, and associated offshore assets. The Transferring Business has been operational since 2003 and has grown rapidly to become a well recognised brand in the Turkish-language gambling market through an organic growth strategy. The Transferring Business is strongly associated with sports betting and the majority of its revenues originate from this type of gambling.

Upon Admission, the Company’s main country of operation will be Malta.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
31,135,762 ordinary shares of €0.01 par value each
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Anticipated market capitalisation on admission: £40m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
29.84%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Directors:

Lee Feldman (Non-executive Chairman)

Kenneth Jack Alexander (Chief Executive)

Richard Quentin Mortimer Cooper (Group Finance Director)

Karl Diacono (Non-executive Director)

Nigel Edwin Blythe-Tinker (Non-executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Before and after Admission:

NamePercentage holding
Audley Capital Management Limited29.3%
Ora (Guernsey) Limited9.8%
M&G Investment Management4.7%
Capital Research and Management Co4.5%
Steve Barlow3.3%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) Period ended 30 June 2011
(iii)

Period end datePublished date
12 months to 31 December 2011by 30 June 2012
6 months to 30 June 2012by 30 September 2012
12 months to 31 December 2012by 30 June 2013
EXPECTED ADMISSION DATE:
17 November 2011
NAME AND ADDRESS OF NOMINATED ADVISER:
Daniel Stewart & Company plc
Becket House
36 Old Jewry
London EC2R 8DD
NAME AND ADDRESS OF BROKER:
Daniel Stewart & Company plc
Becket House
36 Old Jewry
London EC2R 8DD
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A copy of the admission document containing full details of the applicant and the re-admission of its securities will be available at the Company’s website, www.gamingvc.com.
DATE OF NOTIFICATION:
1 November 2011
NEW/ UPDATE:
New