NETPLAYTV WANTS BINGOS.COM

21 March 2008

Conditional acquisition of Bingos.com deal involves £6.25 million


UK gambling entrepreneur Martin Higginson's fast moving NetPlayTV group has clinched another major deal, this one for Bingos.com in a conditional acquisition worth £6.25 million from Global Gaming Entertainment NV and Euro Gaming Ltd. A spokesperson for
Netplay said that it is placing 40 million shares at 15 pence each to fund the acquisition.

The deal could add access to a further millionbingo players for NetPlayTV, which owns Big Box Bingo and other interactuive television betting interests. The deal also involves the Spanish mobile entertainment company Zed.

AIM-listed NetPlay TV plc described Bingos.com as an established pan-European online bingo operator with over one million registered players. The business, which is based in Majorca, Spain currently operates in the UK, Spain, Italy and Poland.

In July 2007, NetPlay launched the world's first truly interactive 'live' bingo television show, 'BigBoxBingo', currently shown each Tuesday on Sky Channel 847 at 6.30pm.

The landmark Bingos.com deal will further strengthen NetPlay's position in the fast growing interactive bingo market, and more importantly its ability to offer a converged TV, Internet and Mobile platform for the bingo consumer.

In 2006, Bingos won 'Best Online Bingo Operator of the Year', was runner up to the same award in 2007 and won 'Best Bingo Affiliate Programme' in 2007. Players on the Bingos website are currently spending over £10 million a month with £9.6 million being paid out in prizes.

In addition to the bingo games, the Bingos.com business also brings with it a suite of 47 different online casino style games, including slots, table poker, keno and blackjack, which

NetPlay will now be able to offer its customers.
In the previous 12 months, Bingos generated earnings before interest and tax (EBIT) of just over £1 million on gross bets of £145 million. In the same period, it paid over £138 million in prizes to its customers.

The acquisition will be effected by NetPlay TV plc buying the trade and assets of the Bingos business from current owners Global Gaming Entertainment N.V. and Euro Gaming Ltd, as well as the entire share capital of Quantum Factory S.L. for an aggregate of £6.25 million.

The consideration is being satisfied as to £6 million in cash to the Vendors and £250 000 in cash to Story Holdings Corp., of which Dominic Mansour is a director. This £250 000 cash payment will be invested in new ordinary shares in NetPlay at 16.5p per share. These shares will be subject to a hard lock-in of 12 months. The total book value of the net assets being acquired is £65 000.

The acquisition is being funded by way of a conditional equity placing of 40 million new ordinary shares at 15 pence each. Martin Higginson, Executive Chairman and Chief Executive Officer of NetPlay, has conditionally invested £1 987 500, taking his total interest to 25.64 percent of the enlarged share capital.

In addition, Zed Worldwide (Zed), the Spanish mobile entertainment company, has conditionally invested £1 987 500 giving them an interest in 11.2 percent. of the enlarged share capital. Further conditional investments have been made by Gartmore Investment Limited and Schroder Investment Management Limited of £1 425 000 and £600 000 respectively. After the issuing of the placing shares, Gartmore is expected to hold 8 percent., and Schroders 10.6 percent of the enlarged share capital.

Zed's involvement is an important element, and will allow the two businesses to work closely together in the development of a European mobile gaming strategy. Zed is one of the largest mobile entertainment companies in the world, with global revenues of over $1billion per annum.

The acquisition and placing are conditional on the passing of resolutions to be proposed at a forthcoming Extraordinary General Meeting of NetPlay. A circular containing further details of the acquisition and the placing, and notice of the proposed Extraordinary General

Meeting, will be sent to shareholders shortly. Martin Higginson, the largest shareholder in the Company, together with all the Directors, have given their irrevocable undertakings in support of the transaction.

Higginson said: "The acquisition of the Bingos.com business considerably strengthens our position in the bingo market, both in the UK and across Europe. Adding over one million bingo players to our customer base is a major leap forward. We will now be able to drive these players to our TV bingo show as well as offer them tickets in our £10 million weekly SuperDraw. The potential synergies are huge.

"Dominic Mansour and his team have done a fantastic job in building one of the biggest online bingo businesses in Europe. Dominic will now be able to offer a 'live' TV Bingo experience, a weekly £10 million SuperDraw and mobile products which we believe take the business to the next level, allowing us to offer a truly converged bingo gaming solution.

"Unlike roulette, a fixed odds game, the game of bingo needs players and, the more players, the more exciting the game and the bigger the prizes. Adding one million registered users will, I'm sure, make for some very exciting shows!

"With this landmark acquisition, NetPlay is now starting to become a major player in the interactive gaming market. Furthermore, our roulette business continues to grow and will soon become part of our SuperCasino.com brand as we add more games to our offering."

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