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Thema: Worldgaming News 2005

  1. #1
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    WORLD GAMING plc ANNOUNCES FULL YEAR TRADING STATEMENT

    LONDON , UK , February 16, 2005 - World Gaming plc. (OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies (the Group), is pleased to announce a trading statement in respect of its year ended December 31, 2004.

    The Company expects earnings before interest, depreciation and extraordinary gains of between $6.0m and $6.5m (2003: $4.5m) equating to basic earnings per ordinary share of between 18 and 20 cents per ordinary share for the year ended December 31, 2004.

    During the fourth quarter of 2004, the Company completed a transaction with its then major licensee, Sportingbet plc, the full details of which were disclosed to Shareholders and voted upon at the Company's 2004 Annual General Meeting. Under the terms of the transaction the Company received certain consideration for enabling Sportingbet to acquire an interest in the Company's software for a period agreed under the terms of the transaction. In the fourth quarter of 2004 and for the full year to December 31, 2004, this transaction has resulted in an extraordinary one time gain expected to be in the region of $12.0m – 12.3m after charging associated costs. Therefore, the Company expects net profit after interest, depreciation and extraordinary items relating to the Sportingbet transaction of between $17.0m and $18.0m for the year ended December 31, 2004.

    As discussed in the Company's SEC filing in respect of the 3rd quarter of 2004, effective October 1st, 2004 as a result of the transaction with Sportingbet, the Company no longer receives royalty fees from Sportingbet. However, it also no longer has the costs associated with the entire development group and is receiving hosting revenues equal to Sportingbet's usage percentage of the Company's hosting facilities with a 10% mark-up (estimated to be $2.5 million in the twelve months following the date of the transaction).

    Fourth quarter royalty revenues from continuing licensees on a like-for-like basis (excluding Sportingbet) have grown approximately 28% when compared to the same period last year. Like-for-like operating costs after taking into account the hosting cost recovery have reduced approximately 66% despite one-off professional and other costs incurred in the quarter.

    Basic earnings per share for the purpose of this announcement has been calculated with reference to approximately 32.4m shares. It should be noted that as a result of the transaction described above, shares previously held by Sportingbet plc of approximately 13.5m have no voting or economic rights all of which in aggregate can be acquired by the company for $1 at which time it has positive retained earnings to do so and have therefore been excluded.

    The Company is pleased to report that the first quarter of 2005 has to date met with management's expectations and growth trends experienced in the fourth quarter of 2004 are continuing in 2005. In addition, the Company continues to make progress with the strategies outlined at its 2004 Annual General Meeting. In this regard, the Company expects to update shareholders over the coming weeks with progress in respect of its listing on the Alternative Investment Market (AIM) of the London Stock Exchange.

  2. #2
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    WORLD GAMING plc TO PROCEED WITH AIM LISTING, APPOINTS NOMINATED ADVISOR

    LONDON , UK , March 01, 2005 World Gaming plc (OTC BB: WGMGY), is pleased to announce the appointment of a nominated advisor for its proposed listing on the Alternative Investment Market (“AIM”) of the London Stock Exchange.

    As discussed with Shareholders at the Company's Annual General Meeting and subsequent Company announcements, an integral part of the Company's strategic direction is to list the Company's trading shares on a more stable and liquid trading platform. It is expected that a trading platform such as AIM will enable the Company to further its acquisition strategies, enhancing earnings for the Company and returning greater Shareholder value.

    Accordingly, the Board of World Gaming is pleased to announce the appointment of Daniel Stewart & Co., a London based Investment bank, for the purposes of admitting the Company's shares to AIM. In addition, it is anticipated that additional capital may be raised through a limited placement of the Company's ordinary shares at the time of listing on AIM. The Board will therefore likely ask shareholders for approval of the raising of such additional capital in a circular to be sent to Shareholders. It is expected that these shares would be placed with institutional holders to create a more stable market for the Company's securities and establish a presence on AIM. The Board believes this new relationship with Daniel Stewart will also provide the Company with ongoing corporate financial advice and brokerage services.

    The Company intends to maintain its listing on the OTC.BB market. It is expected that existing Shareholders will have the opportunity to trade on either the OTC.BB market or the AIM market on admission of the Company's shares. Shareholders will be updated in full on the mechanisms by which their shares may be tradable prior to the effective date of the AIM listing.

    The current timetable for the proposed listing of the Company's shares on AIM is the second quarter of 2005.

  3. #3
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    WORLD GAMING plc BOARD APPOINTMENTS
    London, UK, March 14, 2005 - World Gaming plc (OTC BB: WGMGY), is pleased to announce the appointment of Mr. Michael R. Cumming and Mr. Jonathan C. Moss to the Company’s Board of Directors effective March 1, 2005.

    In strengthening the depth and breadth of experience amongst the Board, Mr. Cumming has been appointed as a non-executive director. Mr. Cumming has over 35 years of experience in the field of Private Equity. Mr. Cumming’s experience includes 14 years as the Managing Director of Barclays Private Equity which he expanded from a London base into a company with nine offices worldwide. He is currently Chairman of a number of fund management and venture fund companies, both private and public. His qualifications include an MBA from the Stanford Graduate School of Business Administration, Palo Alto, California.

    The Company recognises that strength in management is critical as it enters a new phase of growth in realising its strategic direction as described to Shareholders. One of those strategies that the Board continues to exploit is a flexible licensing model targeting both existing e-gaming companies and new white-label partners. The Company is therefore delighted with the appointment of Mr. Moss, who was appointed as Sales and Marketing Director in January of 2005. Mr. Moss previously held the position of Business Development Director at WagerLogic Limited, the licensing and services subsidiary of CryptoLogic Inc., where he was responsible for attracting brand-name clients to CryptoLogic's casino and poker solutions including Betfair, Littlewoods Gaming, The Ritz Club of London and ukbetting plc.

    Commenting on the appointments, CEO Mr. Daniel Moran said:
    “The Company’s ability to attract strong candidates to its Board of Directors is testament to the soundness of the Company’s strategic direction. I am delighted that Mr. Moss and Mr. Cumming are joining the Board; their participation will be invaluable as we enter our next stage of growth.”

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    WORLD GAMING plc ANNOUNCES LICENSEE UPDATE
    London, UK, April 6, 2005 - World Gaming plc (OTC BB: WGMGY), is pleased to announce the addition of two new licensees together with a 5 year contract extension for one of its existing licensees.

    The Company has signed two new licensees for its sports betting and casino solution. While these licensees are new entrants as operators, each has significant experience in direct and affiliate marketing within the online gaming industry. The Company does not expect any material revenues from these licensees until the commencement of the winter sports season.

    In addition, the Company has signed a 5 year contract extension with one of its major licensees.

    Commenting on the licensee update, CEO Mr. Daniel Moran said:

    “Consistent with the Board's stated strategies of pursuing new licensees I am pleased that our sales and marketing efforts have begun to yield results. In addition, I am delighted that we have extended and solidified our relationship with one of our largest licensees.”
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    WORLD GAMING plc EXTRAORDINARY GENERAL MEETING STATEMENT

    London, UK, April 8, 2005 - World Gaming plc (OTC BB: WGMGY), held its Extraordinary General Meeting on Thursday, 7 April 2005 at 10:00 a.m. at the offices of Reed Smith, 5 Montague Close, London, UK.

    The Board of World Gaming announces that all resolutions proposed at the Company's Extraordinary General Meeting held on 7 April 2005 were approved by the shareholders by a majority in excess of 90 percent.
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    WORLD GAMING plc REPORTS RESULTS FOR THE YEAR ENDED DECEMBER 31, 2004

    LONDON, UK, May 3, 2005 - World Gaming plc (OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies (“the Company”), is pleased to report financial and operating results for the year ended December 31, 2004.

    Highlights
    Profit from operations for the year of $5,183,000 vs. $2,127,000 for the same period last year.
    Royalty revenue from continuing licensees (excluding Sportingbet) up 41% percent in 2004 compared to prior year.
    Operating expenses down 31% in 2004 compared to prior year.
    Completion of Joint Venture transaction with Sportingbet resulting in extraordinary gain of $12,187,000 in 2004 and further minimum $16,000,000 committed development spend.
    Net working capital of $14,866,000 at December 31, 2004 vs. ($126,000) at December 31, 2003.
    Nil debt at December 31, 2004 vs. $2,944,000 at December 31, 2003.
    Phased software re-architecture project expected completion mid-2005.
    Company admission to AIM of the London Stock Exchange expected May 2005.
    Fiscal results
    Net income from operations for the year ended December 31, 2004 was $5,183,000 or $0.16 per participating ordinary share compared to net income from operations of $2,127,000 or $0.05 per participating ordinary share last year. Participating ordinary shares exclude the 13.6m shares effectively cancelled as a result of the transaction with Sportingbet as described to Shareholders in earlier announcements.

    Revenue from continuing licensees (excluding Sportingbet) grew 41.0% during the year ended December 31, 2004 when compared to the year ended December 31, 2003. This organic growth made a significant contribution to the total royalty revenue in the year of $15,227,000 compared to royalty revenue of $15,856,000 in 2003. The overall decline in royalty revenue of 4.0% in the year was a result of the transaction with Sportingbet, where effective October 1, 2004, the Company no longer receives royalty revenues from this customer.

    Gross wagering volumes on the Company's servers increased 63% during the year ended December 31, 2004 to $6.2 billion when compared to $3.8 billion in the prior year. Growth in wagering volume from continuing licensees (excluding Sportingbet) was 73% in the year.

    Subsequent to the end of the year, growth in revenues from continuing licensees has continued to exceed the growth levels of 2004.

    Total revenues for the year ended December 31, 2004 were $16,288,000 compared to $17,698,000 for the year ended December 31, 2003. Excluding revenues from transaction processing and hosting fees described below, this represented a 4.3% decline in revenues for the year. This decline is directly attributable to the cancellation of Sportingbet royalties in the fourth quarter of 2004 as a result of the Joint Venture transaction previously disclosed.

    In February 2004 the Company closed its transaction processing and customer service divisions, migrating licensees that utilized these services to an industry leading supplier. For comparative purposes, $1,765,000 of transaction processing fee revenue was included in total revenues for the year ended December 31, 2003 compared to $423,000 in the year ended December 31,2004. Direct costs associated with these divisions exceeded fee revenue in every quarter up to the date of its closure.

    Effective October 1, 2004 Sportingbet now pays the Company for its usage of the Company's hosting facility. The payment is on a cost plus 10% basis and amounted to revenue of $621,000 in the year compared to $nil in 2003.

    The gross margin for the year was 88.5% compared to 87.9% for the year ended December 31,2003. The increase resulted in a more profitable revenue mix due to the closure of the transaction processing and customer service divisions in February 2004 and the recovery of hosting fees attributable to Sportingbet for continuing to host their data on the Company's servers.

    As consideration for no longer paying the Company royalties, Sportingbet paid total cash consideration of $10m ($3m received on completion, $3m received on March 1, 2005 and $4m is due by November 1, 2005), cancelled its $900,000 convertible debt with the Company and effectively cancelled its interest in 29.6% of the Company's equity giving rise to an extraordinary gain in the year of $12,187,000. In addition, Sportingbet is committed to spending a minimum of $16,000,000 on development over a four year period commencing October 1, 2004 and will pay a further $3,000,000 if the Joint Venture arrangement is terminated. The Company retains its right to the most up-to-date version of the software throughout the term of the Joint Venture arrangement or at such time as it may be terminated.

    - Operating expenses decreased 31.2% to $9,234,000 during the year ended December 31, 2004 compared to $13,421,000 for the same period last year. The primary contributors to this reduction were:

    - The removal of development costs effective October 1, 2004 as a result of the transaction with Sportingbet. These costs were approximately $1.1m per quarter;

    - Depreciation charges declined $513,000 or 26% when compared to the same period last year;

    - An 18.8% reduction in other corporate overhead or a reduction of $1,914,000, when compared to the same period last year.

    Selected statement of operations information (unaudited, in thousands)




    Operational update
    The Company remains committed to delivering a comprehensive and robust product suite to its licensees. Development during the first two quarters of the Joint Venture arrangement with Sportingbet have concentrated on a re-architecture of the Company's software expected to be phased in from mid-2005. This re-architecture will allow greater flexibility in product offerings to new licensees and greater ease for ‘plug-in' of new products. A single integrated player account will remain across the entire product suite. In addition, modularity across the Company's product suite will mean more flexible and efficient development efforts.

    Consistent with the Board's strategies, the Company is continuing with its licensing efforts, is proceeding with listing the Company's shares on The Alternative Investment Market (AIM) of the London Stock Exchange and exploring business opportunities through acquisition.

    In April 2005, the Company announced that two new licensees had been signed together with a five year extension to one of its largest licensees' license agreements. Due to confidentiality arrangements, the Company is unable to specifically refer to these licensees; however, the new licensees have significant experience in the on-line gaming sector. The Company expects that they will participate in the significant growth in wagering volumes that the Company's existing licensees are experiencing and will begin to return material revenues during the US winter sports season of 2005/2006.

    Consistent with the Board's stated timetable, the completion date for admission to trading the Company's shares on AIM is expected to be May, 2005. The Board believes that the key benefit of trading the Company's shares on AIM would be demonstrated through execution of its strategy to potentially acquire operators or other related businesses within the industry. An AIM listing is expected to give the Company the opportunity to raise capital through institutional investment in the Company's shares together with the ability to use shares traded on the AIM as currency for its acquisitive strategy. It is expected that existing ADR holders will continue to trade their shares on the OTC.BB market; however, they would be invited to transfer their shares to the AIM market should they wish to do so. It is expected that existing ADR holders will receive an explanatory memorandum in this regard prior to admission of the Company to AIM.

    Daniel Moran, World Gaming's CEO commented:

    "The Company is profitable, debt free and has strong cash reserves. Together with the listing on AIM we believe the Company is well positioned to successfully execute our strategies. We have a proven management team that is highly motivated in taking the Company to the next stage of development. I am delighted with the progress made in 2004 which is demonstrated by results, both financial and strategic."
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    WORLD GAMING plc ANNOUNCES ADMISSION DATE TO AIM

    London, UK, May 6, 2005 - World Gaming plc (OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to announce its expected admission to trading its shares on the Alternative Investment Market ("AIM") of the London Stock Exchange commencing May 17, 2005.

    Upon completion of an institutional offering, the Company has agreed a placing price of 52.5 pence per share on the placing of pnds stlg 2.5m worth of new ordinary shares with such institutional investors upon admission to AIM.

    The Board believes that the key benefit of trading the Company's shares on AIM will be demonstrated through execution of its strategy to potentially find and acquire operators or other related businesses within the industry. The impending AIM listing has given the Company the opportunity to raise capital through institutional investment in the Company's shares together with the ability in the future to strategically use shares traded on the AIM as currency for its acquisitive strategy. It is expected that existing ADR holders will continue to trade their shares on the OTC.BB market; however, they will be invited to transfer their shares to the AIM market should they wish to do so. Existing ADR holders will receive an explanatory memorandum in this regard prior to admission of the Company to AIM.
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    WORLD GAMING PLC ANNOUNCES FIRST DAY OF DEALINGS ON AIM

    London, UK, May 17, 2005 - World Gaming PLC (WGP.L, WGMGY.OB), an internet Gaming Software provider (the "Company" or "Group") offering a comprehensive suite of products and services for internet gaming Operators, is pleased to announce today the commencement of trading on AIM under the symbol WGP. The Company has raised a total of pnds stlg 2,499,000 at 52.5 pence (US$1.00) per share. Daniel Stewart & Company plc is acting as Nominated Adviser and Broker.

    Placing Statistics

    Issue Price: 52.5p;
    Number of new Ordinary Shares being placed: 4,760,000;
    Gross proceeds of the Placing receivable by the Company: pnds stlg 2,499,000;
    Net proceeds of the Placing receivable by the Company: pnds stlg 2,029,000;
    Proportion of the Enlarged Share Capital represented by the Placing Shares: 13 per cent.;
    Number of Ordinary Shares in issue at Admission: 37,985,203; and
    Market capitalisation at Admission at the Issue Price: pnds stlg 19,262,632.

    The Business
    World Gaming is an internet Gaming Software provider offering a comprehensive suite of products and services for internet gaming Operators and white-label partners. World Gaming offers a wide range of integrated online gaming solutions including sportsbook, racing, casino and poker, supported by comprehensive e-commerce, customer service and back-office management systems.

    Through its wholly-owned subsidiaries, the Group licenses the Gaming Software and provides a complete package of related services for which it charges a royalty and other fees to Operators.

    Prior to October 2004, the Gaming Software was owned and developed solely by the Group through its wholly-owned subsidiaries. A joint venture agreement with Sportingbet Plc ("Sportingbet") was entered into in October 2004, pursuant to which the Gaming Software was transferred to an equally owned exempt liability partnership with Sportingbet.

    The Gaming Software is an established and reliable product which provides internet gaming Operators with a user-friendly, fully integrated, high quality interactive platform. World Gaming, through its wholly-owned subsidiaries, can provide flexible offering for Operators, varying from full service white-label solutions to simply providing software and hosting. Such flexible solutions enable the Group to reach a wider spectrum of on-line Operators and meet their customised on-line gaming site requirements.

    The Gaming Software, supplemented in certain cases by integrated third party products, provides a suite of software to allow Operators to design, operate and manage on-line gaming websites. The full suite covers sports betting, horse racing, casino, virtual games and on-line poker. The Group sublicenses virtual games to enhance its casino offering and also sublicenses an on-line poker product from a supplier who has a specialist product in that area.

    The Directors believe that few rival providers offer such a comprehensive suite of integrated products. World Gaming currently licenses the gaming Software to eleven Operators. The Group is now actively seeking to add further quality licensees and white-label partners.

    In May 2001, ADRs representing Ordinary Shares of World Gaming began quotation on the OTC Bulletin Board. The OTC Bulletin Board is a quotation service for over-the-counter securities operated by NASDAQ, although such securities are not actually listed on The NASDAQ Stock Market.

    Results For The Year to December 2004
    After a reorganisation of the Group's operations in the year, turnover of $16.288m (2003: $17.698) was achieved, resulting in an operating profit of $5.080m (2003: $2.330m). After exceptional items of $12.187m in respect of a transaction with Sportingbet in the year, profit before tax grew to $17.370m (2003: $3.108m).

    Corporate Strategy
    The Directors believe that the Group's current Management has been successful in reorganising and turning around a business which, despite valuable assets, relationships and market position, had been experiencing difficulties. The Directors believe that the Group now has strong relationships with its Licensees and suppliers, an attractive product offering and a strong financial and operational base from which to exploit further growth opportunities in its core software licensing model. In addition, the Group has strong cash reserves and a positive cash flow. Accordingly, the Directors will continue to examine business opportunities and potential corporate transactions which they believe will broaden as well as increase revenue streams, enhance shareholder value and reduce risk in the business.

    Amendment
    The number of shares being applied for is 37,985,203 rather than 37,585,203, as disclosed in the Admission document published on 12 May. This is due to the exercise of 400,000 options, on both 15 and 25 April 2005.

    Accordingly, the number of Options outstanding prior to the Placing is 10,088,433, rather than the 10,488,433 as disclosed in the Prospectus.

    The Board
    The Group's strong Board brings with it a wealth of experience in both the internet gaming sector and senior management.

    The Directors of the Company are:

    James Grossman, Non-Executive Chairman

    James is an attorney with experience in the international business, corporate, and venture capital areas.

    Daniel Moran, Chief Executive Officer

    Daniel has over 15 years of international business experience, primarily in the technology and Internet sectors. Most recently, he was the Managing Director for Sportingbet Australia.

    David Naismith, Chief Financial Officer

    David is a qualified chartered accountant with several years experience in Internet gaming in various jurisdictions, most recently holding a senior finance role with Sportingbet.

    Jon Moss, Sales and Marketing Director

    Jon has 8 years senior management experience in the e-gaming sector. Immediately prior to his appointment at World Gaming, Jon held the position of Business Development Director at WagerLogic Limited, the licensing and services subsidiary of CryptoLogic Inc., one of the industry's leading e-gaming software providers.

    Clare Roberts, Non Executive Director

    Mr Roberts has served as a Director of the Company since 18 October 2000 and was Chairman of the Board from 20 November 2002 to 11 April 2003.

    Michael Cumming, Non Executive Director

    Michael has over 35 years of experience in the field of Private Equity. He is currently Chairman of Mercia Fund Management, Matrix Venture Fund VCT PLC, Private & Commercial Finance Group PLC and UK Smaller Companies Tracker Trust PLC

    Commenting on today's listing, Daniel Moran, Chief Executive Officer: "We are delighted to have listed on AIM today. Given the current strength of the online gambling market, we believe that our UK listing will offer a great opportunity to continue the development of the Company. We are delighted to welcome our UK institutional shareholders and look forward to driving the Company forward and providing exceptional value for shareholders."

    Additional Information
    World Gaming's Ordinary Shares are traded on the London Stock Exchange, Alternative Investment Market ("AIM") under the symbol WGP and the Over The Counter Bulletin Board market in the U.S. under symbol WGMGY.

    The Ordinary Shares for the purposes of this release have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States or to a U.S. person (as such term is defined in Regulations S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act.

    Corporate background
    World Gaming PLC is a UK-based I-gaming software and e-business services company. The Company is an international licensor, and provider of online gaming products, including casino, sportsbook, and pari-mutuel betting. For more information about World Gaming PLC, visit the Company's Web site at www.worldgamingplc.co.uk.

    Interactive Systems Inc, a wholly-owned subsidiary of the Group incorporated and operating out of Antigua , licenses its gaming software to third parties for an initial licensing fee and monthly royalties. Alea Software Inc., in participation with World Gaming PLC, develops gaming software and web pages.

    Contact:
    Investor Relations
    World Gaming plc
    [email protected]
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    WORLD GAMING PLC ANNOUNCES FILING OF 20-F ANNUAL REPORT

    London, UK, May 25, 2005 - World Gaming plc (OTC BB: WGMGY, LSE: WGP), a UK-based Internet-gaming
    software and e-business services group of companies ("the Company"), is pleased to announce that it yesterday filed its 20-F Annual Report with the Securities and Exchange Commission.
    The report can be viewed at www.sec.gov under symbol 'wgmgy'.
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    WORLD GAMING PLC REPORTS FIRST QUARTER 2005 RESULTS

    London, UK, June 1, 2005 World Gaming plc (LSE: WGP, OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to report financial and operating results for the quarter ended March 31, 2005.

    Highlights
    Like-for-like growth in royalty revenue from continuing licensees of 54% in the quarter ended March 31, 2005 when compared to the same period last year;
    Wagering volume on the Company's servers at $2.0 billion for the quarter ended March 31, 2005, up from $1.4 billion for the same period last year;
    First quarter results have met or exceeded management's expectations on key indicators;
    The Company signed two new licensees in the first quarter of 2005;
    Successful placing and admission to AIM on May 17, 2005;
    Further Poker launches to licensees scheduled for the second quarter of 2005.
    Fiscal results
    Like-for-like revenue from continuing licensees (excluding Sportingbet) grew 54.1% during the quarter ended March 31, 2005 when compared to the quarter ended March 31, 2004. Total revenues for the quarter ended 31 March 2005 decreased by 50.9% or $2,729,000 to $2,635,000 compared to $5,364,000 for the same period last year. The decrease in total revenue is wholly attributable to the transaction with Sportingbet which was effective as of October 1, 2004 where in return for certain consideration and other arrangements, the Company no longer charges royalties to Sportingbet for use of the Software ("Sportingbet Transaction").

    Key financial aspects of the Sportingbet Transaction for comparative purposes are as follows:
    The Company no longer charges royalties to Sportingbet, representing 68% of total revenue for the quarter ended March 31, 2004;
    The Company charges Sportingbet hosting fees on a cost plus 10% basis for its share of usage of the Company's hosting facilities which generated revenues of $635,000 in the quarter ended March 31, 2005;
    All development costs previously incurred by the Company are paid by Sportingbet which equalled approximately $1.2m of costs for the quarter ended March 31, 2004;
    The Company received certain cash and other consideration under the Sportingbet Transaction as previously disclosed.
    Net income from operations for the quarter ended March 31, 2005 was $836,000 or $0.03 per participating ordinary share compared to net income from operations of $1,989,000 or $0.04 per participating ordinary share last year. Participating ordinary shares for the quarter ended March 31, 2005 exclude the 13.5m shares effectively cancelled as a result of the transaction with Sportingbet described above.

    Gross wagering volumes on the Company's servers increased 42.9% during the quarter ended March 31, 2005 to $2.0 billion when compared to $1.4 billion for the same period last year. Growth in wagering volume from continuing licensees (excluding Sportingbet) was 70.3% in the quarter.

    Effective October 1, 2004 Sportingbet now pays the Company for its usage of the Company's hosting facility. The payment is on a cost plus 10% basis and amounted to revenue of $635,000 in the quarter ended March 31, 2005 compared to $nil for the same period last year.

    In February 2004, the Company closed its transaction processing and customer service divisions migrating licensees that utilized these services to a third party supplier. For comparative purposes, $423,000 of transaction processing fee revenue was included in total revenues for the quarter ended March 31, 2004 compared to $nil in the quarter ended March 31, 2005. Direct costs associated with this division exceeded fee revenue in every quarter up to the date of its closure.

    The gross margin for the quarter ended March 31, 2005 was 71.1% compared to 90.7% for the same period last year. The decrease is primarily the result of a change in accounting policy as of January 1, 2005 to treat all hosting costs as direct costs of sales. In the quarter ended March 31, 2004, such direct costs only consisted of certain hosting costs and direct costs associated with transaction processing. On a like-for-like basis, approximately an additional $400,000 would have been re-allocated from operating costs and included in hosting costs for the quarter ended March 31, 2004.

    Operating expenses including interest and depreciation decreased 64.1% to $1,039,000 during the quarter ended March 31, 2005 compared to $2,890,000 for the same period last year.

    The decrease occurred primarily due to the following:
    Development costs being funded by Sportingbet as result of the Transaction described below, effective October 1, 2004. On a like-for-like basis this represented approximately $1.2m of operating costs in the quarter ended March 31, 2004;
    Re-allocation of all hosting costs to direct cost of sales. On a like-for-like basis, this attributed to approximately $400,000 of operating costs in the quarter ended March 31, 2005; and
    Depreciation charges during the quarter ended March 31, 2005 declined $208,000 or 52.4% when compared to the same period last year.
    In summary, for the quarter ended March 31, 2005 compared to the same quarter last year, net profit decreased by 58.0%, primarily due to a 59.5% decrease in royalty revenues as a result of the Sportingbet Transaction. However, with associated reductions in operating expenses and recovery of direct costs, operating profit margin for the Company on the basis of royalty revenue has increased 4.5% to 41.8% compared to 40% in the quarter ended March 31, 2004. Management believes that this demonstrates the highly scalable nature of the business.
    Selected statement of operations information (unaudited, in thousands)

    For the three months
    ended March 31,
    2005 2004
    --------------------

    Net Sales $ 2,635 $ 5,364
    Gross Profit 1,874 4,865
    Operating Expenses 1,039 2,890
    Net Income 836 1,989

    Operational update
    During the quarter ended March 31, 2005, management spent significant time establishing the Company's listing on the Alternative Investment Market ("AIM") of the London Stock Exchange. The Company was admitted to trading during the second quarter on May 17, 2005 raising pnds stlg 2,499,000 from the private placement of 4,760,000 ordinary shares.
    The Board sees this as a critical step in the Company's future strategic direction in addition to offering existing shareholders greater value through a more stable trading platform. It is expected that the Company's listing on AIM will assist in meeting its strategic direction, in particular, completion of corporate transactions that will enhance shareholder value.

    In the first quarter of 2005 the Company signed two new licensees. These licensees have significant experience in the on-line gaming industry and it is expected that they will begin to contribute material revenues in the final quarter of 2005.

    The Company continues to roll out its third-party supplied multi-player poker solution to its licensees. One of the Company's largest licensees has commenced going live in the second quarter of 2005.

    Through the second quarter of 2005 the Company will continue to complete planned hardware and software upgrades for the busy winter sports season commencing in the third quarter. Software upgrades will be completed through Alea Software Ltd.

    Outlook
    The Company enters the new financial year well placed to build upon its successes in 2004. The development of the worldwide industry of online gaming continues to replicate similar growth experienced since its inception. Strong organic growth continues to be exploited by operators and their suppliers.
    The Board remains confident that the Company has the business model to share in this growth through both its licensing model and acquisitive strategy during the forthcoming year.

    Seasonality of the business means that the second quarter is generally the slowest trading quarter for the Company. It appears likely that while the growth from licensee revenue in first quarter of 2005 will continue, the percentage increase in such revenues for the second quarter of 2005 compared to the same period last year may be less pronounced. The Board is confident that it can utilise this time to perform necessary software and infrastructure upgrades for its licensees in preparation for the busy winter sports season commencing in the third quarter.

    Daniel Moran, World Gaming's CEO commented:

    "The Company enters the new financial year well placed to build upon its successes in 2004. The development of the worldwide industry of online gaming continues to grow at the same rates since inception. Strong organic growth continues to be exploited by many operators and their suppliers."

    "The Board remains confident that the Company has the business model to share in this growth through both its licensing model and acquisitive strategy during the forthcoming year. We look to the future with confidence."
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  11. #11
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    WORLD GAMING PLC ANNOUNCEMENT REGARDING PRICE MOVEMENT

    London, UK, Jul 21, 2005 - World Gaming plc (OTC BB: WGMGY, LSE: WGP)

    The Directors of World Gaming have noticed the significant movement in the Company's share price today on AIM in the UK. The Directors can confirm that its strategy continues to include, as stated at the time of admission to AIM, the intention to make appropriate acquisitions to strengthen and broaden its offering and to further enhance shareholder value.

    The Directors can confirm that they are currently in discussions with a number of parties which may or may not lead to an acquisition of any of these parties.

    Enquiries:
    Worldgaming PLC
    Daniel Moran, Chief Executive Tel. +1 888 883 0833
    Daniel Stewart
    Ruari McGirr Tel. +44 (0) 20 7374 6789
    Bishopgate Communications Ltd.
    Dominic Barretto Tel. +44 (0) 20 7430 1600

    The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States or to a U.S. person (as such term is defined in Regulations S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act.

    Notes to Editors
    World Gaming is an internet Gaming Software provider offering a comprehensive suite of products and services for internet gaming Operators and white-label partners. World Gaming offers a wide range of integrated online gaming solutions including sportsbook, racing, casino and poker, supported by comprehensive e-commerce, customer service and back-office management systems.

    Through its wholly-owned subsidiaries, the Group licenses the Gaming Software and provides a complete package of related services for which it charges a royalty and other fees to Operators.

    Prior to October 2004, the Gaming Software was owned and developed solely by the Group through its wholly-owned subsidiaries. A joint venture agreement with Sportingbet Plc was entered into in October 2004, pursuant to which the Gaming Software was transferred to an equally owned exempt liability partnership with Sportingbet Plc.

    World Gaming's Ordinary Shares are traded on the London Stock Exchange, Alternative Investment Market ("AIM") under the symbol WGP and the Over The Counter Bulletin Board market in the U.S. under symbol WGMGY
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    WORLD GAMING PLC - HOLDING IN COMPANY

    London, UK, Jul 22, 2005 - World Gaming plc (OTC BB: WGMGY, LSE: WGP)

    The Company was informed on 22 July 2005 that Man Financial Limited is now the beneficial owner of 1,289,500 ordinary shares in World Gaming plc representing approximately 3.45 per cent. of the issued share capital of the Company.

    Enquiries:
    Worldgaming PLC
    Daniel Moran, Chief Executive Tel. +1 888 883 0833
    Daniel Stewart
    Ruari McGirr Tel. +44 (0) 20 7374 6789
    Bishopgate Communications Ltd.
    Dominic Barretto Tel. +44 (0) 20 7430 1600

    The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States or to a U.S. person (as such term is defined in Regulations S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act.
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  13. #13
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    WORLD GAMING PLC SALES AND MARKETING UPDATE

    London, UK, Jul 22, 2005 - World Gaming plc (OTC BB: WGMGY, LSE: WGP), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to provide an update on its sales and marketing activities and initiatives.

    The Company has entered into two new agreements to provide its integrated sportsbook, racing, casino and poker solution. As part of one of these agreements, World Gaming has agreed to license its rights to several of its proprietary domain names, including gambling.net. The Company believes that the gambling.net site will perform well in attracting new players via search engines. The gambling.net site's launch will also be supported by a targeted marketing campaign in readiness for the North American fall and winter sports season.

    The two white label licensees that the Company announced earlier in the year have both completed development of their websites and are now live. The websites can be found at gosportsbet.com and fieldgoal.com.

    Commenting on the sales and marketing update, Daniel Moran, World Gaming's CEO said:

    "The Company continues to execute on its strategies. As such it is committed to growing the business organically as well as evaluating potential acquisitions. Our existing licensees and white labels continue to perform very well and we look forward to the same success with these new partners."
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  14. #14
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    WORLD GAMING PLC REPORTS SECOND QUARTER 2005 RESULTS

    London, UK, Aug 1, 2005 - World Gaming plc (LSE: WGP, OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to report financial and operating results for the quarter and six months ended June 30, 2005.

    Highlights

    Like-for-like growth in royalty revenue of 55.5% in the quarter ended June 30, 2005 when compared to the same period last year;
    Wagering volume on the Company's servers at $3.6 billion for the six months ended June 30, 2005, up from $2.6 billion for the same period last year;
    Strong balance sheet and cash flows in the period with net working capital up 34.0% to $19.9 million;
    Two new licensees signed in the second quarter of 2005;
    Successful debut on Alternative Investment Market ("AIM") of the London Stock Exchange;
    Poker launched to a major licensee during the second quarter.

    Fiscal results
    Revenue from continuing and new licensees increased by 55.5% or $546,000 to $1,530,000 for the quarter ended June 30, 2005 when compared to $984,000 for the same period last year. For the six months ended June 30, 2005 revenue from these licensees increased 54.7% or $1,248,000 to $3,530,000 when compared to $2,282,000 for the same period last year. Total revenues for the quarter ended June 30, 2005 decreased by 47.8% or $1,983,000 to $2,165,000 compared to $4,148,000 for the same period last year. For the six months ended June 30, 2005 total revenues decreased $4,712,000 or 49.5% to $4,800,000 compared to $9,512,000 for the same period last year. The decrease in total revenues is wholly attributable to the Sportingbet Transaction effective October 1, 2004 (referred to previously), where in return for certain consideration and other arrangements, the Company no longer charges royalties to Sportingbet for use of the Software.

    Key financial aspects of the Sportingbet Transaction having a material effect for comparative purposes are described below:


    The Company no longer charges royalties to Sportingbet, which represented 76% and 72% of total revenue for the quarter and six months ended June 30, 2004 respectively;
    The Company charges Sportingbet hosting fees on a cost plus 10% basis for its share of usage of the Company's hosting facilities, which generated revenues of $635,000 for the quarter ended June 30, 2005 and $1,270,000 in the six months ended June 30, 2005. These hosting fees were not charged to Sportingbet during the corresponding periods in 2004;
    All software development costs previously incurred by the Company are paid by Sportingbet which on average equalled approximately $1,200,000 per quarter in 2004;
    The Company received certain cash and other consideration under the Sportingbet Transaction described below.

    Net income from operations for the quarter ended June 30, 2005 decreased by 80.5% to $328,000 or $0.01 per participating ordinary share compared to net income of $1,684,000 or $0.03 per participating ordinary share for the same period last year. For the six months ended June 30, 2005, net income from operations decreased by 68.3% to $1,163,000 or $0.04 per participating ordinary share compared to net income of $3,672,000 or $0.08 per participating ordinary share for the same period last year. Participating ordinary shares include those shares that have voting and economic rights and exclude those shares held by Sportingbet in accordance with the transaction effective October 1, 2004.

    In the quarter ended June 30, 2005 the Company received hosting revenue from Sportingbet of $635,000 compared to $nil in the same quarter last year. The hosting revenue is charged on a percentage of usage basis plus a 10% mark-up for Sportingbet's usage of the Company's hosting facilities.

    In February 2004, the Company closed its transaction processing and customer service divisions migrating licensees that utilized these services to a third party supplier. For comparative purposes, $423,000 of transaction processing fee revenue was included in total revenues for the six months ended June 30, 2004 compared to $nil in the quarter and six months ended June 30, 2005. Direct costs associated with this division exceeded fee revenue in every quarter up to the date of its closure.

    For the three months ended June 30, 2005, total gross wagering volumes handled by the Company's hosting facility increased 33.3% to $1.6 billion when compared to $1.2 billion in the three months ended June 30, 2004. For the six months ended June 30, 2005 gross wagering volume increased to $3.6 billion up 38.5% from $2.6 billion for the same period last year. Growth in wagering volume from continuing licensees, excluding Sportingbet, was 69.3% for the quarter and stands at 69.8% for the six months ended June 30, 2005.

    Operating expenses including depreciation decreased 45.7% to $1,240,000 during the quarter ended June 30, 2005 compared to $2,283,000 for the same period last year.

    The decrease occurred primarily due to the following:

    Development costs being funded by Sportingbet as result of the Transaction which represented approximately $700,000 of operating costs in the quarter ended June 30, 2004.
    Re-allocation of all hosting costs to direct cost of sales which would have otherwise attributed to approximately $380,000 of operating costs in the quarter ended June 30, 2005.
    Depreciation charges during the quarter ended June 30, 2005 declined $174,000 or 49.1% when compared to the same period last year.

    Operating expenses including depreciation in the six months to June 30, 2005 decreased 55.0% to $2,326,000 compared to $5,173,000 for the same period last year.

    Selected statement of operations information (unaudited, in thousands)




    Operational update
    On May 17, 2005 the Company was admitted to trading on the Alternative Investment Market ("AIM") of the London Stock Exchange raising pnds stlg 2,499,000 from a placing of 4,760,000 ordinary shares. It is expected that the Company's listing on AIM will assist in meeting its strategic direction, in particular, completion of corporate transactions that will enhance shareholder value.

    In July 2005, the Company announced the signing of two new licensees. Under commercial terms with one of these licensees, the Company will license its rights to the gambling.net domain name. It is expected that the gambling.net portal will launch in the third quarter of 2005 utilising the full suite of products offered by the Company. The Company believes that gambling.net has the potential to develop as a key brand within the industry.

    The Company launched a multi-player poker solution to one of its largest licensees in the quarter.

    Planned hardware and software upgrades continued through the second quarter in preparation for the busy autumn and winter sports season commencing in the third quarter. Testing to date on these upgrades has indicated increases in processing speeds experienced by licensees' customers and greater volume and storage capacity.

    Outlook
    The Company continues to build on its existing revenue streams through the addition of new licensees in addition to maintaining strong relationships with its existing licensees. The Company remains committed to building and maintaining its licensing and hosting infrastructure so that it can continue to exploit the continued growth trends within the on-line gaming industry as a whole. This includes integrating new products and investing in robust technologies.

    In addition, the Board remains committed to its intention to complete strategically sound and earnings enhancing acquisitions. The Board is confident that it has the skill base and resources to deliver on this strategy.

    Daniel Moran, World Gaming's CEO commented:
    "The second quarter is seasonally the industry's least busy period in the year and the Company has utilised this time well to pursue new licensing opportunities and implement robust software and hardware upgrades. We are delighted with the results of these efforts which have resulted in new licensees and greater system speed and capacity. We look to the third quarter with confidence and a resolve to continue to deliver on our strategies."
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    WORLD GAMING PLC RELEASES NOTICE TO ADR HOLDERS REGARDING TRANSFER OF ADR'S TO ORDINARY SHARES

    London, UK, August 17, 2005 - World Gaming plc (LSE: WGP, OTC BB:WGMGY), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to announce that it has today released instructions for American Depository Receipt ("ADR") holders wishing to transfer their ADR's to ordinary shares.

    Instructions including the necessary application form are available by download from the Company's website at www.worldgaming.com.


    World Gaming Plc
    Conversion of ADRs to CREST Ordinary Shares

    Background
    In accordance with the resolutions passed at the EGM of World Gaming plc on 7
    April 2005, the Company was admitted to the Alternative Investment Market of the
    London Stock Exchange (“AIM”) on 17 May 2005. At that time, the Company also
    conducted a fundraising by means of a placement of newly issued Ordinary Shares
    of the Company with institutional investors in the United Kingdom (“UK”).
    ADR holders can continue to trade their ADRs on the NASDAQ Bulletin Board using
    the existing arrangements with the Company’s US registrar, Continental Trust &
    Stock Company (“Continental”). Shareholders that hold Ordinary Shares can trade
    only on AIM and cannot convert their Ordinary Shares to ADRs.
    The Company’s management has now put in place an arrangement whereby ADR
    holders can convert some or all of their ADRs to Ordinary Shares and, subject to
    applicable securities law, can sell those shares on AIM.

    UK Share trading
    In the UK, shares of AIM listed companies are traded on an electronic exchange
    called CREST. The operator of CREST (“CRESTCO”) does this through matching
    CREST electronic messages, without transfer of physical share certificates (i.e., in a
    de-materialised form) by an adjustment in the share register by the Company’s UK
    registrar, Capita Registrars (“Capita”) and a payment by the buyer to the seller
    through CRESTCO and the relevant brokers. The seller of shares instructs his/her
    UK broker to sell shares through CREST and receives the sale price (less
    commission), and similarly a buyer of shares instructs his/her UK broker to buy
    shares and pays the relevant price to that broker.

    Alternatively, ADR holders that choose to cancel their ADRs in exchange for Ordinary
    Shares of the Company to be traded on AIM may prefer that their Ordinary Shares be
    This notice outlines that arrangement. Please read it carefully and contact
    your licensed investment advisor or broker for advice in this regard. You
    also are advised to consult with your tax advisors with respect to the tax
    consequences of any conversion of your ADRs into Ordinary Shares, and
    with your legal advisors with respect to compliance with applicable
    securities and other laws.

    This notice is not investment advice whether you should or should not
    convert your ADRs to Ordinary Shares and is provided for informational
    purposes only. The Company makes no recommendation as to whether
    any shareholder should convert his or her ADRs into Ordinary Shares.
    Nothing herein shall be deemed to alter or amend the terms or conditions of
    the Company’s American Depositary Receipts or the Deposit Agreement
    dated March 21, 2001 among the Company, Continental and the holders of
    the Company’s ADRs. registered by way of paper certificates. There are, however, significant
    disadvantages in dealing with the shares in paper form. Shareholders that hold
    paper share certificates are unable to trade and settle electronically - in the same
    way as the wholesale investor - and when they sell they may have to wait longer to
    receive the proceeds. Moreover, if those certificates are lost, stolen or destroyed
    there is a lengthy and often costly route to follow to obtain replacements - during
    which time the shareholder may be unable to sell the shares.
    If a shareholder wishes to deal with his/her shareholding electronically through
    CREST he/she will need to notify Continental of his/her broker and their CREST
    participant ID number and account information so that the Ordinary Shares can be
    registered in electronic form.

    However, before any CREST trading can occur, the ADRs must be converted to
    CREST shares held by Capita.
    Transfer from ADR to CREST

    The beneficial ADR holder will advise Continental that he/she requests to move
    his/her holding to Ordinary Shares by delivering the ADRs via electronic delivery
    (DWAC) or physical delivery to be cancelled, completing the form below and by first
    paying the transfer fee (see Form 1) to Continental. Continental then: (a) instructs
    their agent in the UK to transfer the Ordinary Shares via CREST to the holder’s
    broker and (B) then cancels the relevant number of ADRs.

    No Transfer from CREST to ADR
    US securities law does not permit the sale in the US of any Ordinary Shares unless
    they have been registered or otherwise are exempt from registration. CREST shares
    are dematerialised and do not permit any identification of where the Ordinary Shares
    were initially created. As a result, once ADRs are converted to Ordinary Shares, it will
    not be possible to convert them back to ADRs.

    Costs
    Part of the cost to you for this conversion from ADRs to Ordinary Shares is $75 per
    transfer (irrespective of size) payable to Continental, which must be received by
    Continental prior to the conversion being processed. You should speak to your
    licensed investment advisor or broker to understand all other fees that may be
    incurred in this process.

    US Securities Act Notice
    The Ordinary Shares issued in connection with the Company’s recent placement
    have not been registered under the United States Securities Act of 1933 (the
    “Securities Act”) and may not be offered or sold in the United States or to U.S.
    persons (as such term is defined in Regulation S under the Securities Act) unless the
    shares are registered under the Securities Act, or an exemption from the registration
    requirements of the Securities Act is available.

    Form 1
    World Gaming Plc
    Conversion of ADRs to CREST shares
    Continental Stock Transfer & Trust
    17 Battery Place, 8th Fl
    New York, NY 10004
    Fax: +1 212 616-7616
    Phone Number +12128453212
    Attention Mr. R. Bernhammer

    Gentlemen:
    We are requesting that you convert ________ ADRs to Ordinary Shares.
    We understand that the Ordinary Shares can not be reconverted back to ADRs.
    The broker submitting the ADRs through the DWAC system submits the following:
    Broker’s name: ______________________________________
    Broker’s DTC No.: ______________________________________
    Number of ADRs: ______________________________________
    Upon cancellation of the ADRs please forward the Ordinary Shares to the following
    broker:

    Broker Name: ______________________________________
    CREST Participant ID: ______________________________________
    Shareholder Acct. Number: ______________________________________
    I agree to pay Continental the sum of $75 (In Certified Cheque or Bank Draft) for this
    transfer prior to the transfer being processed, which payment is enclosed herewith.
    Signature: _____________________________
    Name: _____________________________
    Address: _____________________________
    _____________________________
    Phone: _____________________________
    Fax: _____________________________
    E-mail: _____________________________
    Date: _____________________________
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    25.Oktober 2005

    WORLD GAMING ACQUISITION AND SUSPENSION OF TRADING ON AIM

    London, UK, Oct 25, 2005 - (OTC BB: WGMGY, LSE: WGP), The Directors of World Gaming ("the Directors") are pleased to announce that the World Gaming Group has entered into a conditional purchase agreement (described below) to acquire certain of the businesses and assets of Real Entertainment Ltd ("Real") and the entire issued share capital of DNI Holdings Ltd ("DNI") (together the "Sportsbetting.com Group"). The Sportsbetting.com Group is currently the World Gaming Group's largest licensee. The comprehensive combined businesses of the two groups will further leverage the World Gaming Group's existing software, infrastructure assets and experience.

    The Sportsbetting.com Group has established a number of popular Internet-based gaming brands since its inception in September 1999, including its flagship brand www.sportsbetting.com and its other primary sites www.racebook.com and www.win4real.com. The Sportsbetting.com Group offers a full suite of sports betting, horseracing, casino, and poker products on each of its sites as part of the gaming software which it licenses and sublicenses from the World Gaming Group.

    The acquisition is conditional upon the World Gaming Group securing the required debt and equity financing as well as obtaining the consent of World Gaming's shareholders at the Annual General Meeting ("AGM"). The conditional purchase agreement provides that the vendors may terminate the agreement if these conditions are not met by 14 December 2005, unless extended by mutual agreement of World Gaming and the vendors.

    World Gaming will mail its shareholders a notice for the AGM together with a circular containing comprehensive details of both groups and the transaction as contemplated. This will be sent together with proxy materials not less than 21 days prior to the AGM, which the Directors expect will be held in late November 2005.

    The transaction constitutes a Reverse Takeover for the purpose of the AIM rules and hence in accordance with these rules World Gaming has requested that its shares be suspended from trading on AIM until the AGM. World Gaming will apply for the enlarged issued share capital (which includes the existing shares, placing shares and shares issued to the vendors of the Sportsbetting.com Group as part of the acquisition) to be admitted to trading on AIM subject to the conditions being satisfied. Dealings on AIM in the enlarged issued share capital shall commence as soon as practicable thereafter. If the conditions of the acquisition are not met, dealings in the existing ordinary shares on AIM will continue as soon as practicable.

    Terms of the transaction
    The World Gaming Group will acquire certain assets of Real and the entire share capital of DNI. The principal terms, as set out below, highlight the key elements of the offer for the acquisition of the Sportsbetting.com Group, which is expected to complete, subject to completion of the required equity and debt financing and the passing of the resolutions at the AGM, having an effective date of 1 October 2005 ("the Effective Date"). The Effective Date is that date at which all of the business and assets of the Sportsbetting.com Group are deemed to have been acquired, subject to completion of the acquisition.

    The payments are structured as follows:

    The consideration paid will be equal to six times the Sportsbetting.com Group's Profit Before Tax ("PBT") as defined under International Accounting Principles for the calendar year of 2005, up to a maximum total consideration of $96m, which shall be satisfied 75% in cash and 25% by the issue and allotment of Consideration Shares;
    The consideration shall be $96m provided that the PBT is not less than $15m. To the extent that the PBT is below $15m, the consideration shall be six times the 2005 PBT, subject to a minimum consideration of $72m (see the example detailed below). Any reductions shall come 75 per cent from cash and 25 per cent from equity;
    World Gaming proposes to pay the consideration as follows:
    De....ion Due $m
    -------------------------------------------------------------------------
    Example

    First Payment
    Cash Only On completion 54.0

    Second Payment - 6 x Full Year
    2005 PBT less First Payment (to
    a maximum of $16m) less holdback
    for Third Payment

    Cash January 7, 2006 10.8
    Shares January 7, 2006 21.6

    Third Payment - 10 per cent
    Holdback of Total Consideration

    Cash October 7, 2006 7.2
    Shares October 7, 2006 2.4
    --------
    96.0
    --------
    --------

    The second and third payments will be paid into escrow during the fourth quarter of 2005 and the first quarter of 2006, pending verification of the 2005 PBT.
    The third payment shall become payable seven days after the first anniversary of the Effective Date subject to no warranties having been breached by the vendors and any adjustments having been required for calendar 2005 full year audit. In the event of a dispute, both parties will agree on an independent expert to resolve the disputed portion in a manner binding on both parties.
    The terms of the acquisition require that the vendors shareholding in World Gaming shall not exceed 29.9 per cent at any time. The Consideration Shares issued to the vendors will be at the same price as the equity fund-raising which is expected to be carried out in conjunction with the acquisition, and will be subject to lock-up arrangements.

    In the event that the conditions upon which the transaction is conditional are not met by 14 December 2005 or, any later date mutually agreed, World Gaming shall be liable to pay the vendors costs in relation to the transaction not exceeding pnds stlg 500,000.

    Background to the transaction
    Following the initial admission to AIM in May 2005, the World Gaming Group has continued to implement its strategy of growing revenues within the existing licensing business. In addition, following the World Gaming Group's commitment to pursue new licensing opportunities, World Gaming has announced a number of new licensing deals, which it believes will provide growth in revenue in future periods. The World Gaming Group is committed to remain a key licensor of gaming software within this sector.

    As the gaming software, the hosting facilities and key supplier relationships already exist within the World Gaming Group, it is believed that entering the business of operations, as well as being a key supplier to the sector will provide greater utilization of the World Gaming Group's assets.

    The Sportsbetting.com Group makes use of an extensive list of URLs and a number of Internet based gaming brands (including www.sportsbetting.com, www.racebook.com and www.win4real.com) which, together with associated trade marks, form part of the acquired assets. The Sportsbetting.com Group offers a full suite of sports betting, horseracing, casino, and poker products on each of its sites as part of the gaming software, which it licenses and sublicenses from the World Gaming Group.

    The Sportsbetting.com Group turnover has grown significantly since its inception and industry estimates predict strong growth in the sector to continue. The Directors believe that the Sportsbetting.com Group's ability to offer a single platform on which users can place bets across sports, casino, horse racing and poker together with strong branding and marketing expertise has positioned the Sportsbetting.com Group to participate vigorously in this growth. The Directors further believe that the Sportsbetting.com Group's marketing focus on customer acquisition and retention strategies has further added to the value of the business through building a profitable database of recreational players. The Directors believe that the Sportsbetting.com Group's URLs have been integral to its success. The Sportsbetting.com Group is currently the World Gaming Group's largest licensee and all of its operations other than marketing are carried out, managed, or sub-licensed by the World Gaming Group, therefore the World Gaming Group believes that the combination of the businesses is expected to be relatively straightforward.

    The key strengths of the World Gaming Group, which were outlined at the time of initial admission to AIM in May 2005, are:

    experienced and respected management team;
    cash generative, profitable and growing;
    established, widely used and highly reliable gaming software and infrastructure;
    excellent record for processing high volumes of transactions;
    flexible product offering for licensees;
    track record as provider to the industry leader;
    low cost and short timescale set up for new licensees; and
    expansion opportunities including potential acquisitions.
    The World Gaming Group believes that these key strengths will be enhanced significantly through the acquisition.

    Reasons for the acquisition
    The core of the current management team was established in 2003 with the immediate objective to stabilise the Group's operations and achieve profitability within the gaming software licensing business. Having met these immediate objectives, the Directors began to focus on leveraging key assets including the gaming software itself, the intellectual property and the associated infrastructure. Each of these establishes a strong platform to achieving the objective of moving up the industry value chain by taking ownership of the underlying customer database. This will allow the World Gaming Group to earn all of the revenue, or net win, on each gambling transaction as opposed to a percentage of revenue under existing licensing models.

    Information on the Sportsbetting Group
    The Sportsbetting.com Group has established a number of key Internet based gaming brands since its inception in September 1999. Its flagship domain is www.sportsbetting.com and its other primary sites are www.racebook.com and www.win4real.com. The Sportsbetting.com Group offers a full suite of sports betting, horseracing, casino, and poker products on each of its sites as part of the gaming software, which it licenses, and sublicenses from the World Gaming Group.

    The Sportsbetting.com Group also includes certain other domain names and the customer database. World Gaming provides software and associated infrastructure requirements from its gaming servers in its secure leased facility in Antigua. In addition, World Gaming facilitates critical third party relationships for transaction processing, customer service and risk management. At present only the marketing and hosting of the front end websites used for marketing is outside the control of World Gaming. As part of the Acquisition, marketing activity that has been carried out by and on behalf of the Sportsbetting.com Group since its inception will be performed by the World Gaming Group. The performance of these activities will be assisted through key marketing relationships that were in existence prior to the proposed Acquisition and previously used by the vendors.

    The Sportsbetting.com Group and its associated assets have grown significantly in the six-year period since its inception. The Directors believe that the Sportsbetting.com Group's URLs, particularly www.sportsbetting.com, have been integral to its success. Another key driver of growth has been the affiliate programs, which have been run by the Sportsbetting.com Group whereby other websites drive traffic to its own websites in return for a portion of the revenues derived from those customers. The Sportsbetting.com Group also makes extensive use of on-line and off-line advertising as well as using competitions, print advertising, physical mail-outs, advertising at events and customer loyalty programs. The Directors believe that the growth of the business in this period demonstrates the success of the marketing techniques employed and scalability of the Sportsbetting.com Group's operating model.

    With the strength of the Sportsbetting.com Group's brands, the Directors believe there is an opportunity to target other geographic regions, which will increase revenues, diversify risk and reduce the seasonality, which exists due to the sports seasons in the United States. The addition of non-event reliant products such as poker will further mitigate seasonal demand.

    The Sportsbetting.com Group experiences competition from a number of sources, however, the Directors believe that the Internet Gaming market is fragmented and is growing sufficiently quickly that no individual business represents a current and material commercial threat. As the market matures, however, the Directors believe there will be increased competitive pressures and consolidation within the industry. The Directors believe that the Enlarged Group has sufficiently strong operations and management to operate successfully in this environment and to take advantage of consolidation and the opportunities presented.

    Suspension of shares in the U.S.
    Once the AIM trading suspension becomes effective, World Gaming's American Depositary Receipts ("ADRs") - which trade on the Over the Counter Bulletin Board - may become subject to a five-day trading halt initiated by the NASD pursuant to Rule 6545. World Gaming understands that any such NASD trading halt would be subject to a five-day maximum duration. World Gaming further understands that if the NASD were to require a full five-day trading halt, trading in the ADRs could not resume until such time as World Gaming's market makers were able to comply with applicable NASD and the U.S. Securities and Exchange Commission rules which apply once a security has been subject to such a trading halt.

    Commenting on the proposed acquisition, Daniel Moran, Chief Executive of World Gaming, said:
    "The acquisition represents the World Gaming Group's first step into Internet gaming operations in its core markets of sports betting, horse racing, casino and poker. Our existing business and assets combined with those of the Sportsbetting.com Group represent a robust platform from which we can continue with our strategy to grow and become a leading consolidator in the industry. We believe that this transaction better positions the Group to target global markets which will increase revenues and diversify risk".

    Enquiries:

    World Gaming plc Tel. +1 888 883 0833
    Daniel Moran, Chief Executive

    Daniel Stewart & Company Tel. 020 7776 6550
    Ruari McGirr

    Bishopsgate Communications Limited Tel: 020 7430 1600
    Maxine Barnes
    Dominic Barretto

    U.S. Securities Act Notice
    The ordinary shares to be issued in connection with the proposed transaction or the related equity offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulations S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act.

    About the World Gaming Group
    World Gaming is a UK based holding company whose subsidiaries participate in I-gaming software and e-business. The World Gaming Group is an international developer, licensor, and provider of online gaming products, including casino, sportsbook, and pari-mutuel betting. For more information about the World Gaming Group, visit its main website at www.worldgamingplc.co.uk.

    Interactive Systems Inc., a subsidiary of World Gaming is incorporated and operating out of Antigua, licenses its gaming software to third parties for an initial licensing fee and monthly royalties. Alea Software Inc., in participation with the World Gaming Group develops gaming software and web pages.

    Special note regarding forward-looking statements
    We make certain forward-looking statements in this document within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. To comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements. When words and expressions such as: "believes," "expects," "anticipates," "estimates," "plans," "intends," "objectives," "goals," "aims," "projects," "forecasts," "possible," "seeks," "may," "could," "should," "might," "likely," "enable" or similar words or expressions are used in this document, as well as statements containing phrases such as "in our view" "there can be no assurance," "although no assurance can be given" or "there is no way to anticipate with certainty," forward-looking statements are being made. These forward-looking statements speak as of the date of this document.

    The forward-looking statements are not guarantees of future performance and involve risk and uncertainties. These risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements. These statements are based on our current beliefs as to the outcome and timing of future events, and actual results may differ materially from those projected or implied in the forward looking statements. Further, some forward-looking statements are based upon assumptions of future events which may not prove to be accurate. The forward-looking statements involve risks and uncertainties including, without limitation, the risks and uncertainties referred to in our filings with the Securities and Exchange Commission, including our most recent Form 20-F.

    We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events and conditions outside of our control. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements. Given these risks and uncertainties, investors should not overly rely or attach undue weight to our forward-looking statements as an indication of our actual future results.




    25.10.2005

    WORLD GAMING PLC ANNOUNCES TRADING HALT ON OTC BULLETIN BOARD

    London, UK, Oct 25, 2005 - (OTC BB: WGMGY, LSE: WGP)

    In accordance with the information contained in the press release issued earlier today by World Gaming in connection with the proposed conditional transaction, World Gaming has been advised that effective 12:03 p.m. EST, October 25, 2005, trading in the ADRs has been halted by the NASD for five trading days. The NASD has indicated that the halt was initiated in conjunction with the trading suspension of World Gaming's ordinary shares for regulatory reasons on the AIM.




    14.November 2005

    WORLD GAMING PLC ANNOUNCES MAILING OF ADMISSION DOCUMENT
    London, UK, Nov 14, 2005 - (OTC BB: WGMGY, LSE: WGP), The Board of World Gaming plc ("the Company") is pleased to announce the mailing to shareholders and ADR holders (together "Shareholders") of the Admission Document in connection with the proposed Acquisition of certain assets of Real Entertainment Ltd and the entire issued share capital of DNI Holdings Ltd, together (the "SPORTSBETTING.COM" Group).

    SHAREHOLDERS ARE URGED TO READ THE ADMISSION DOCUMENT IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION.

    Proposed Placing of new Ordinary Shares
    Acquisition of the SPORTSBETTING.COM Group
    Admission of the Enlarged Issued Share Capital to trading on AIM
    Notice of Annual General Meeting
    Introduction
    In the admission document relating to the Company's initial admission to Alternative Investment Market of the London Stock Exchange ("AIM") in May 2005, the Directors outlined the Company's and its subsidiaries' (the "Group") strategy to grow and develop the existing business. This strategy included using the Company's listed status on AIM to permit the Group to pursue strategic opportunities, including potential acquisitions, which would continue to enhance shareholder value. Pursuant to this strategy, on 25 October 2005, the Group announced that it had entered into a conditional agreement to acquire the SPORTSBETTING.COM Group, which is the Group's largest licensee.

    The Acquisition contemplates the Group making a payment to the Vendors of the SPORTSBETTING.COM GROUP of up to $96 million payable 75 percent in cash and 25 percent in ordinary shares of the Company. At completion of the Acquisition, $54 million will be paid in cash to the Vendors. Up to a further $42 million of both cash and ordinary shares of the Company will be paid to the Vendors on prescribed dates in 2006 depending upon the financial performance of the SPORTSBETTING.COM Group. The cash component of the payment is being financed by: (i) the proceeds of a Placing, (ii) Debt Facilities and (iii) existing capital resources. The Placing consists of up to 5,600,000 million placing shares raising up to £7 million before expenses. With respect to the Debt Facilities, the Company is conditionally arranging a term loan of $40 million and a revolving credit facility of up to $10 million. Both the Placing and the Debt Facilities will be conditional on admission.

    Because of the size of the Acquisition, the transaction constitutes a "Reverse Takeover" for the purpose of the AIM Rules and therefore it is conditional, among other things, upon the Company attaining shareholder approval. Shareholder approval is being sought at the Company's AGM to be held on 9 December 2005. The Admission Document, the mailing of which is announced today, is not only intended to be used for admission of the Enlarged Issued Share Capital to AIM, but also sets out the background to and the reasons for the proposals. Furthermore, it explains why the Board considers that the Proposals are in the best interests of the Company and why the Board recommends that all Shareholders vote in favour of the resolutions approving the Acquisition and all ancillary matters.

    If the resolutions are duly passed at the AGM, the Enlarged Issued Share Capital is expected to be admitted to trading on AIM thereafter. Dealings on AIM in the Enlarged Issued Share Capital are expected to commence on 12 December 2005. If the resolutions are not passed, or any of the other conditions to the acquisition or the Placing are not met, dealings in the existing Ordinary Shares on AIM will continue.

    Daniel Stewart has also agreed to use its best endeavours to place 800,000 ordinary shares of the Company on behalf of certain the Directors in respect of which such Directors will receive an aggregate of £1 million.

    Trading on AIM and OTCBB
    AIM - Trading in the Company's ordinary shares had been suspended in accordance with the rules of the AIM following the announcement of the Acquisition. The Company has been advised that trading in the Company's ordinary shares will resume today following the mailing of the Admission Document.

    OTCBB - On October 25, 2005, the National Association of Securities Dealers (the "NASD"), acting pursuant to NASD Rule 6545, directed its members to halt trading and quotations for five business days in the over-the counter ("OTC") market of the Company's ADRs that were included in the OTC Bulletin Board (the "OTCBB").

    The Company understands that the NASD took this action based on the suspension of the Company's ordinary shares on the AIM of the London Stock Exchange, which suspension was put in place following the announcement by the Company of the conditional purchase agreement to acquire the SPORTSBETTING.COM Group. Please see the Company's press release, dated October 25, 2005, entitled "World Gaming Acquisition and Suspension of Trading on AIM."

    The NASD trading halt was for five business days and expired on 01 November 2005. Quotations on the OTCBB of the Company's ADRs, however, may resume only after market makers of the Company's ADRs satisfy applicable requirements under the U.S. Securities Exchange Act of 1934, as amended, and NASD Rules. In particular, market makers will need to comply with U.S. Securities and Exchange Commission Rule 15c2-11 by filing a Form 211 with the NASD. Quotations on the OTCBB by the market maker may resume once the NASD has reviewed and cleared the Form 211. The Company is not aware that any market maker has initiated such process at this date.

    Holders of the Company's ADRs should contact their brokers or licensed investment advisor for additional information.

    For additional information on the ADR to ordinary share conversion process, please see the Company's press release, dated August 17, 2005, entitled "World Gaming plc Releases Notice to ADR Holders Regarding Transfer of ADR's to Ordinary Shares," and the information that accompanies that document.

    Background to the Transaction
    Following the initial admission to AIM in May 2005, the Group has continued to implement its strategy of growing revenues within its existing licensing business. Existing licensees continue to experience strong organic growth. In addition, following the Director's commitment to pursue new licensing opportunities, the Company has announced a number of new licensing deals, which the Directors believe will increase revenue in the future. Notwithstanding that the Group is acquiring one of its largest licensees; the Group is committed to remaining a key licensor of gaming software within this sector.

    The Directors consider that because the Group has the Gaming Software, the hosting facilities and key supplier relationships, which exist within the Group, becoming an Operator, as well as being a licensor of Gaming Software within the sector, will improve the utilisation and effectiveness of the Group's existing assets.

    The acquisition of the SPORTSBETTING.COM Group is the Group's first step into Internet Gaming operations in its core business of sports betting, horse racing, casino and on-line poker on a platform sublicensed by the Company. The SPORTSBETTING.COM Group's operations other than marketing and general management are carried out, managed, or sub-licensed by the Group. Therefore, the integration of the SPORTSBETTING.COM Group is expected to be relatively straightforward.

    The key strengths of the Group, which were outlined at the time of initial admission in May 2005, are:

    experienced and respected management team;
    cash generative, profitable and growing;
    established, widely used and highly reliable gaming software and infrastructure;
    excellent record for processing a high volume of transactions;
    flexible product offering for operators;
    track record as provider to the industry leader;
    low cost and short timescale set up for new licensees; and
    expansion opportunities including potential acquisitions.
    These key strengths, as outlined above, remain valid and will be significantly enhanced through the Acquisition.

    Principle Terms of the Acquisition
    The following principle terms highlight the key elements of the Acquisition, which has an effective date of 1 October 2005. The effective date, which is earlier than the expected completion date will be the date from which all revenues and costs from the Acquisition will accrue to the Group. The SPORTSBETTING.COM Group is to be acquired on a cash-free, debt-free basis as at the effective date.

    The consideration paid will be equal to six times the profit before tax ("PBT") of the SPORTSBETTING.COM Group as defined under International Accounting Principles for the calendar year of 2005 up to a maximum base consideration of $96 million, which shall be satisfied as to 75 percent in cash and 25 percent by the issue and allotment of consideration shares.

    The consideration will be $96 million provided that the PBT is not less than $15 million. To the extent that the PBT is below $15 million, the consideration shall be six times the 2005 PBT, subject to a minimum consideration of $72 million (see the example detailed below). Any reductions will come 75 percent from cash and 25 percent from equity.

    The Group proposes to pay the consideration as follows:

    De....ion Due $million

    First Payment Example
    Cash Only On completion 54.0

    Second Payment - 6 x Full Year 2005 PBT less First
    Payment (to a maximum of $16 million)
    less holdback for Third Payment

    Cash 7 January 2006 10.8
    Shares 7 January 2006 21.6

    Third Payment - 10 percent. Holdback of Total
    Consideration

    Cash 7 October 2006 7.2
    Shares 7 October 2006 2.4
    ------
    96.0
    ------


    The third payment shall become payable to the Vendors seven days after the first anniversary of the Effective Date subject to no warranties having been breached by the SPORTSBETTING.COM Group and any adjustments having been required for the calendar 2005 full year audit. In the event of a dispute, both parties will agree an independent expert to resolve the disputed portion in a manner binding on both parties.

    The terms of the Acquisition require that the Vendor's shareholding in World Gaming shall not exceed 29.9 percent. The consideration shares issued to the Vendor will be at the issue price, will be subject to a lock-up arrangement and the Vendor has agreed to certain restricted voting rights. The shares shall have certain voting restrictions, specifically pertaining to change of control or composition of the Board for a period of 2 years.

    As a result of the Acquisition, under the terms of the Group's Joint Venture Arrangements with Sportingbet plc, the Group will be required to pay into a Sportingbet plc subsidiary 5 percent of gross margin of the SPORTSBETTING.COM Group after deductions for certain direct costs.

    Reasons for the Acquisition
    The core the Group's management team was established in 2003 with the immediate objective of stabilising the Group's operations and achieving profitability within the Group's licensing business. Having met these immediate objectives, the Directors began to focus on leveraging the Group's key assets including the Gaming Software, Intellectual Property and the associated infrastructure. Each of these contributes towards establishing a strong platform to achieving the objective of becoming an operator and hence moving up the industry value chain. Moving up the industry value chain will allow the Group to earn all of the revenue, or net win, on each gambling transaction as opposed to a percentage of revenue under existing licensing models.

    In addition to maximising the revenue earned on each transaction, the Directors believe that ownership of the underlying customer database that produces such transactions will reduce the Company's reliance on a few large licensees. It is expected that ownership of the underlying customer database will have the effect of giving the Group greater control of performance and operations. This is a result of having increased influence over end user spending; greater responsiveness to customer needs and improved control over essential relationships with third parties.

    With respect to core management, certain Directors of World Gaming, prior to holding their current positions, have worked for operators for a number of years. These roles have included the responsibility for acquisitions and the subsequent integration of these businesses.

    To become an operator, the Directors believe that there are two viable approaches, either launching a new internet gaming website utilising the Gaming Software or the acquisition of an existing operating business. The Directors believe that although a market exists for new entrants who are well positioned and possess sufficiently differentiating attributes to launch a new internet gaming website, this approach is now comparatively risky. Such an approach is considered to be time and resource intensive and unlikely to generate the returns that the Directors believe would fully exploit the existing capabilities of the Group.

    The second approach is to acquire an existing operator. Whilst the Directors acknowledge that this approach will have a greater initial monetary cost, it will allow the Group to become a relatively substantial operator within a comparatively short timeframe. Having considered a number of alternatives, the Directors concluded that the most appropriate option would be to seek to acquire one of the Group's existing and substantial licensees. The SPORTSBETTING.COM Group possesses not only an established brand, extensive customer database and embedded marketing relationships, which collectively create a robust business, but also has certain other attributes that the Directors believe make it ideal.

    These include:
    The SPORTSBETTING.COM Group uses the Group's existing gaming software, thus removing the risk caused by integrating an operator who use incompatible software platforms or eliminating the cost of operating dual software platforms concurrently;
    as the Group already performs, manages or outsource all of the SPORTSBETTING.COM Group's operations other than marketing, the cost, risks and time required for integrating the two businesses will be minimised;
    the knowledge that the Directors possess of the SPORTSBETTING.COM Group, having worked closely together for a number of years, therefore being in a strong position to assess its prospects, strengths and challenges; and
    acquiring its largest licensee enables the Group to take control of the revenue stream, removing the risk that the licensee decides to change gaming software.
    The Directors believe that industry consolidation is likely to accelerate. As a strong mid-tier operator with good management and established gaming software, the enlarged Group will be in a strong competitive position to take advantage of further opportunities that may arise.

    The Directors believe that the Group's products and services are well placed to succeed in the rapidly expanding internet gaming market. This market has grown from its conception in 1995 to revenues estimated at $6 billion in 2003 and over $8 billion in 2004. Forecasters expect the market to grow by 20-25 percent in both 2005 and 2006 and to rise by as much as tenfold over the next ten years, Source: Christiansen Capital Advisors, LLC 2005.

    Information on the SPORTSBETTING.COM Group
    The SPORTSBETTING.COM Group has established a number of key internet based gaming brands since its inception in September 1999. Its flagship domain is www.sportsbetting.com and its other primary sites are www.racebook.com and www.win4real.com. The SPORTSBETTING.COM Group offers a full suite of sports betting, horseracing, casino, and poker products on each of its sites using the gaming software, which it licenses and sublicenses from the Group.

    The SPORTSBETTING.COM Group also includes certain other domain names, website content, customer databases and trade marks. The Group provides software and associated infrastructure requirements from its gaming servers in its secure leased facility in Antigua. In addition, the Group facilitates critical third party relationships for transaction processing, customer service and risk management. At present only the marketing and hosting of the front end websites used for marketing is outside the control of the Group. As part of the Acquisition, the marketing activity that has been carried out by and on behalf of the SPORTSBETTING.COM Group since its inception will be performed by the Group. The performance of these activities will be assisted through key marketing relationships that were in existence prior to the Acquisition and previously used by the Vendors.

    The SPORTSBETTING.COM Group has grown significantly since its inception. The Directors believe that the URLs, particularly www.sportsbetting.com, which now generates a substantial majority of its revenue, have been integral to its success. Another key driver of growth has been the affiliate programs, whereby other websites drive traffic to the SPORTSBETTING.COM Group's websites in return for a portion of the revenues derived from those customers. The SPORTSBETTING.COM Group also makes extensive use of on-line and off-line advertising as well as using competitions, print advertising, physical mail-outs, advertising at events and customer loyalty programs. The Directors believe that the growth of the business in this period demonstrates the success of the marketing techniques employed and scalability of the SPORTSBETTING.COM Group's operating model.

    The SPORTSBETTING.COM Group currently has a strong focus on the United States, from where the overwhelming majority of its users currently bet on the Group's gaming servers located and licensed in Antigua. With the strength of the SPORTSBETTING.COM Group's brands, the Directors believe there is an opportunity to target other geographic regions, which will increase revenues, diversify risk and reduce the seasonality, which exists due to the sports seasons in the United States. The addition of non-event reliant products such as poker will further mitigate seasonal demand.

    The SPORTSBETTING.COM Group experiences competition from a number of other Operators; however, the Directors believe that the internet gaming market is fragmented and is growing sufficiently quickly so that no Operator represents a current and material commercial threat. As the market matures, however, the Directors believe there will be increased competitive pressures between Operators and consolidation within the industry. The Directors believe that the enlarged Group has sufficiently strong operations and management to operate successfully in this environment and to take advantage of consolidation and the opportunities presented.

    Further Legal Notice
    This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

    Information on World Gaming
    The Group's business was established in June 1996 and it is a gaming software provider offering a comprehensive suite of products and services for operators. The Group licenses the gaming software and provides to operators a package of related services for which it charges fees, including a royalty, amongst other fees, to operators. The Group's hosting, systems administration and certain key management functions are based in Antigua.

    The Group intends to grow its revenues from both existing and new licensees. The Group's existing licensees continue to experience strong organic growth and the Group is developing new products and services to support and maximise growth opportunities for these licensees. In addition, the Group has refocused its efforts on licensing the gaming software both to additional established operators and those businesses with existing Internet traffic or databases who are looking to enter the internet gaming market. The products and services offered by the Group enables the provision of flexible gaming solutions to a wide variety of operators.

    Use of Funds
    The net proceeds of the Placing receivable by the Company are expected to be approximately £5,457,225, which together with the Debt Facility and Existing Resources, will be used for the Acquisition and for additional working capital.

    Current Trading and Prospects
    The Company's year to date trading and prospects are meeting or exceeding management's expectations at all operating levels, with growth in wagering volumes on the Group's servers and royalty revenues when compared to the same period last year.

    Net profit for the Company remains ahead of management's expectations. The fourth and first quarters are historically the Group's busiest period. Based on performance to date, the Company is confident that its financial results will meet expectations.

    The Group invested in necessary upgrades to its hosting facility in the second and third quarters of 2005. These upgrades have generated greater scalability and increased performance of the Group's database system on which all licensee transactions are generated.

    Details of the Placing
    The Company is seeking to raise £7 million, conditional upon admission, through the issue of up to 5,600,000 Placing Shares at the issue price pursuant to the Placing. Daniel Stewart has conditionally placed these shares with institutional and other investors.

    The Placing Shares represent approximately 9.98 percent. of the Enlarged Issued Share Capital. The Placing is conditional upon the passing of the certain resolutions, completion of the Acquisition and admission to trading on AIM. It is expected that admission will become effective and that dealings in the Enlarged Issued Share Capital will commence on 12 December 2005 (or such later date, being not later than 23 December 2005, as Daniel Stewart and the Company may agree). If admission has not so occurred, application monies will be returned to the applicants without interest, at their own risk, as soon as practicable thereafter.

    The Placing Shares will rank pari passu with the existing ordinary shares including the right to all dividends and distributions declared, made or paid after the date of their issue. The Placing has not been underwritten. The Placing shares will be issued fully paid.

    Subject to admission, the Directors will dispose of an aggregate of 800,000 ordinary shares comprising 800,000 new ordinary shares, which will be issued to them upon the exercise of certain options. Daniel Stewart has conditionally placed these shares (at the issue price) as part of the Placing with Institutional and other investors.

    Details of the Debt Facilities
    The Company intends to enter into a conditional debt facility pursuant to which it has agreed to raise debt of up to $50 million. The proceeds of the debt facility will be used to satisfy part of the cash element of the consideration to be paid to the Vendors for the Acquisition and for working capital purposes. The debt facility is conditional, upon the passing certain resolutions by the Shareholders, completion of the Acquisition and admission. The Company's obligations under the debt facility will be secured by fixed and floating charges over the assets and undertakings of the enlarged Group.

    Annual General Meeting
    The approval of the Shareholders in relation to the proposals will normally be sought at an extraordinary general meeting of the Company. As the timing for such approval coincides with the proposed holding of the AGM, the approval of the Shareholders will be sought by the tabling of certain resolutions as special business at the AGM.

    A notice has been sent to Shareholders convening an AGM of the Company, which is to be held at Minerva House, 5 Montague House, London SE1 9BB at 10.00 a.m. GMT on 9 December 2005.

    Copies of the Admission Document will be available, free of charge to the public from Daniel Stewart at Becket House, 36 Old Jewry, London, EC2R 8DD during normal office hours on any weekday (Saturdays and public holidays excepted) from the date of this document until a date one month after Admission.

    Enquiries:

    World Gaming plc Tel. +1 888 883 0833
    Daniel Moran, Chief Executive

    Daniel Stewart & Company Tel. 020 7776 6550
    Ruari McGirr

    Bishopsgate Communications Limited Tel: 020 7430 1600
    Maxine Barnes
    Dominic Barretto

    U.S. Securities Act Notice
    The ordinary shares to be issued in connection with the proposed transaction or the related equity offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulations S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act.

    About the World Gaming Group
    World Gaming is a UK based holding company whose subsidiaries participate in I-gaming software and e-business. The World Gaming Group is an international developer, licensor, and provider of online gaming products, including casino, sportsbook, and pari-mutuel betting. For more information about the World Gaming Group, visit its main website at www.worldgamingplc.co.uk.

    Interactive Systems Inc., a subsidiary of World Gaming is incorporated and operating out of Antigua, licenses its gaming software to third parties for an initial licensing fee and monthly royalties. Alea Software Inc., in participation with the World Gaming Group develops gaming software and web pages.





    17.November 2005

    WORLD GAMING PLC REPORTS THIRD QUARTER 2005 RESULTS
    London, UK, Nov 17, 2005 - World Gaming plc (LSE: WGP, OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to report financial and operating results for the quarter and nine months ended September 30, 2005.

    Highlights
    Like-for-like growth in royalty revenue of 56.6% in the quarter ended September 30, 2005 and 59.5% for the nine months ended September 30, 2005 when compared to the same period last year;
    Wagering volume on the Company's servers at $5.2 billion for the nine months ended September 30, 2005, up from $3.9 billion for the same period last year;
    Strong balance sheet and cash flows in the period with net working capital up 40.7% on September 30, 2004 to $20.9m;
    Two new licensees launched in the third quarter of 2005 plus a European white-label partner signed and launched;
    Announcement of acquisition of the SPORTSBETTING.COM group effective October 1, 2005 under conditional agreements subject to approval at the Company's AGM in December.
    Fiscal results
    Like-for-like revenue from continuing and new licensees increased by 56.6% or $684,000 to $1.893m for the quarter ended September 30, 2005 when compared to $1.209m for the same period last year. For the nine months ended September 30, 2005 revenue from these licensees increased 59.5% or $2.023m to $5.422m when compared to $3.399m for the same period last year. Total revenues for the quarter ended September 30, 2005 decreased by 37.4% or $1.509m to $2.529 compared to $4.038m for the same period last year. For the nine months ended September 30, 2005 total revenues decreased $6.222m or 45.9% to $7.328m compared to $13.550m for the same period last year. The decrease in total revenues is wholly attributable to the Sportingbet Transaction effective October 1, 2004 (referred to previously), where in return for certain consideration and other arrangements, the Company no longer charges royalties to Sportingbet for use of the Software.

    Key financial aspects of the Sportingbet Transaction having a material effect for comparative purposes are described below:
    The Company no longer charges royalties to Sportingbet, which represented 70% and 72% of total revenue for the quarter and nine months ended September 30, 2004 respectively;
    The Company charges Sportingbet hosting fees on a cost plus 10% basis for its share of usage of the Company's hosting facilities, which generated revenues of $636,000 for the quarter ended September 30, 2005 and $1.906m in the nine months ended September 30, 2005. These hosting fees were not charged to Sportingbet during the corresponding periods in 2004;
    All software development costs previously incurred by the Company are paid by Sportingbet which on average equalled approximately $1.100m per quarter in 2004;
    The Company received certain cash and other consideration under the Sportingbet Transaction described below.
    Net income from operations for the quarter ended September 30, 2005 decreased by 14.6% to $979,000 or $0.03 per participating ordinary share compared to net income of $1.146m or $0.03 per participating ordinary share for the same period last year. For the nine months ended September 30, 2005, net income from operations decreased by $2.676m or $0.05 per participating ordinary share compared to net income of $4.818m or $0.11 per participating ordinary share for the same period last year. Participating ordinary shares include those shares that have voting and economic rights and exclude those shares held by Sportingbet in accordance with the transaction effective October 1, 2004.

    In the quarter ended September 30, 2005 the Company received hosting revenue from Sportingbet of $636,000 compared to $nil in the same quarter last year. The hosting revenue is charged on a percentage of usage basis plus a 10% mark-up for Sportingbet's usage of the Company's hosting facilities.

    In February 2004, the Company closed its transaction processing and customer service divisions migrating licensees that utilized these services to a third party supplier. For comparative purposes, $423,000 of transaction processing fee revenue was included in total revenues for the nine months ended September 30, 2004 compared to $nil in the quarter and nine months ended September 30, 2005. Direct costs associated with this division exceeded fee revenue in every quarter up to the date of its closure.

    The gross margin for the quarter ended September 30, 2005 was 74.0% compared to 95.0% for the same period last year. For the nine months ended September 30, 2005 gross margin was 72.3% compared to 93.5% for the same period last year. The decrease resulted from a change in accounting policy as of January 1, 2005 to treat all hosting costs as direct costs of sales. During the three months and nine months ended September 30, 2004, such direct costs only consisted of certain hosting costs and direct costs associated with transaction processing. Applying this change in accounting policy to the three months and nine months ended September 30, 2004, approximately $450,000 and $1.230m respectively would be re-allocated from operating expenses to direct cost of sales.

    Operating expenses including depreciation decreased 67.1% to $886,000 during the quarter ended September 30, 2005 compared to $2.692m for the same period last year.

    The decrease occurred primarily due to the following:
    Development costs being funded by Sportingbet as result of the Transaction which represented approximately $950,000 of operating costs in the quarter ended September 30, 2004.
    Re-allocation of all hosting costs to direct cost of sales which would have otherwise attributed to approximately $450,000 of operating costs in the quarter ended September 30, 2005.
    Depreciation charges during the quarter ended September 30, 2005 declined $169,000 or 45.4% when compared to the same period last year.
    Operating expenses including depreciation in the nine months to September 30, 2005 decreased 59.4% to $3.189m compared to $7.865m for the same period last year.

    Selected statement of operations information (unaudited, in thousands)

    For the three months For the nine months
    ended ended
    September 30, September 30,
    2005 2004 2005 2004
    ------------------- -------------------

    Net Sales $ 2,529 $ 4,038 $ 7,328 $ 13,473
    Gross Profit 1,871 3,838 5,298 12,670
    Operating Expenses 886 2,692 3,189 7,865
    Net Income 979 1,146 2,142 4,818

    Operational update
    The Company launched its two new licensing arrangements announced as signed in the second quarter. The key brands of these licensees include gambling.net and gosportsbet.com.

    The Company, through its joint marketing arrangement with Sportingbet plc whereby it can market the Sportingbet European Gaming solution, has recruited a new white label partner, Vista Gaming. The Vista Gaming web-site www.vistabet.com is now live and marketing will begin shortly. Vistabet are initially offering the integrated sportsbook, casino and poker solution to the Greek community in various countries around the world. The Company will derive revenue from this new site through its arrangement with Sportingbet.

    The Company continues to experience strong growth in its multi-player poker solution which was launched to one of largest licensees in the second quarter.

    Planned hardware and software upgrades that took place in the second quarter have established increases in processing speeds experienced by licensees' customers and greater volume and storage capacity.

    Outlook
    The Company's strategy to broaden its revenue base beyond licensing and hosting is apparent now with the acquisition of the SPORTSBETTING.COM Group effective October 1, 2005. This new operations dimension will provide the Company with a solid platform on which to build its operating business. The acquisition is expected to be significantly earnings enhancing for the Company.

    The Company remains committed to building and maintaining its licensing and hosting infrastructure so that it can continue to exploit the continued growth trends within the on-line gaming industry as a whole. This includes integrating new products and investing in robust technologies.

    The Company will continue to pursue acquisition opportunities that will enhance and further leverage its existing assets and those acquired through the SPORTSBETTING.COM group.

    The fourth quarter of 2005 is historically one of the busiest quarters for the Company as the U.S. winter sports season dominates the sporting event calendar.

    Daniel Moran, World Gaming's CEO commented:
    'The Company continues to experience strong organic growth in revenue from its existing licensees, a focus of the business that is highly profitable. In addition, new opportunities within the licensing business continue to emerge. Consistent with our stated strategies, we are pleased to be entering the gaming operations space through the acquisition of the SPORTSBETTING.COM group. As the Company enters its busiest trading period, we look to the future with confidence and a resolve to continue to deliver on our strategies.'

    SEC Filing
    The Company has today filed a Form 6-K in respect of the quarter and nine months ended September 30, 2005 with the U.S. Securities and Exchange Commission. Full details of this filing are available for viewing at www.sec.gov.

    Corporate background
    World Gaming plc is a UK-based I-gaming software and e-business services Group. The Group is an international developer, licensor, and provider of online gaming products, including casino, sportsbook, and pari-mutuel betting.

    Interactive Systems Inc., a subsidiary of the Group incorporated and operating out of Antigua, licenses its gaming software to third parties for an initial licensing fee and monthly royalties. Alea Software Inc., in participation with World Gaming plc develops gaming software and web pages.

    Contact:
    Investor Relations
    World Gaming plc
    [email protected]





    25.November 2005

    WORLD GAMING PLC ANNOUNCES UPDATE ON QUOTATION OF THE COMPANY'S AMERICAN DEPOSITORY SHARES ON THE OTC BULLETIN BOARD
    London, UK, Nov 25, 2005 - (LSE: WGP, OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to update shareholders with respect to its quotation of the Company's American Depository Shares on the OTC Bulletin Board. On October 25, 2005, the National Association of Securities Dealers (the "NASD"), acting pursuant to NASD Rule 6545, directed its members to halt trading and quotations for five business days in the over- the counter ("OTC") market of the Company's ADRs that were included in the OTC Bulletin Board (the "OTCBB").

    The NASD trading halt was for five business days and expired on 01 November 2005. Quotations on the OTCBB of the Company's ADRs, however, may resume only after market makers of the Company's ADRs satisfy applicable requirements under the U.S. Securities Exchange Act of 1934, as amended, and NASD Rules. In particular, market makers will need to comply with U.S. Securities and Exchange Commission Rule 15c2-11 by filing a Form 211 with the NASD.

    The Company has been advised that a member of the NASD has today transmitted a Form 211 to the NASD and has sought approval to quote the Company's ADRs on the OTCBB. Any quotation by such NASD member will only commence when its Form 211 has been reviewed and cleared by the NASD.

    Legal Notice
    This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

    U.S. Securities Act Notice
    The ordinary shares to be issued in connection with the Company's proposed acquisition transaction or the related equity offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulations S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act.

    About the World Gaming Group
    World Gaming plc is a UK-based I-gaming software and e-business services Group. The Group is an international developer, licensor, and provider of online gaming products, including casino, sportsbook, and pari-mutuel betting. For more information about World Gaming plc, visit the Group's Web site at www.worldgamingplc.co.uk.

    Interactive Systems Inc., a subsidiary of World Gaming is incorporated and operating out of Antigua, licenses its gaming software to third parties for an initial licensing fee and monthly royalties. Alea Software Inc., in participation with the World Gaming Group develops gaming software and web pages.




    07.Dezember 2005

    WORLD GAMING PLC ANNOUNCES RESUMPTION OF TRADING OF THE COMPANY'S AMERICAN DEPOSITORY SHARES ON THE OTC BULLETIN BOARD

    London, UK, Dec 07, 2005 - (LSE: WGP, OTC BB: WGMGY), a UK-based Internet-gaming software and e-business services group of companies ("the Company"), is pleased to announce the resumption of trading of the Company's American Depository Shares ("ADRs") on the OTC Bulletin Board.

    On October 25, 2005, the National Association of Securities Dealers (the "NASD"), acting pursuant to NASD Rule 6545, directed its members to halt trading and quotations for five business days in the over-the counter ("OTC") market of the Company's ADRs that were included in the OTC Bulletin Board (the "OTCBB").

    The NASD trading halt was for five business days and expired on 01 November 2005. Quotations on the OTCBB of the Company's ADRs, however, could resume only after market makers of the Company's ADRs satisfy applicable requirements under the U.S. Securities Exchange Act of 1934, as amended, and NASD Rules. In particular, market makers will need to comply with U.S. Securities and Exchange Commission Rule 15c2-11 by filing a Form 211 with the NASD.

    The Company is pleased to announce that Paulson Investment Company, Inc. ("Paulson") has received approval to quote the Company's ADRs on the OTCBB. Paulson, Portland, Oregon, is a full service brokerage firm engaged in the purchase and sale of securities from and to the public and for its own account and in investment banking activities. Paulson's parent company, Paulson Capital Corp., is publicly traded (Nasdaq: PLCC).

    Legal Notice
    This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

    U.S. Securities Act Notice
    The ordinary shares to be issued in connection with the Company's proposed acquisition transaction or the related equity offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as such term is defined in Regulations S under the Securities Act) absent registration or an applicable exemption from registration under the Securities Act.





    09.Dezember 2005

    WORLD GAMING PLC ANNOUNCES RESULTS OF AGM

    London, UK, Dec 9, 2005 - (OTC BB: WGMGY, LSE: WGP), Following the Company's Annual General Meeting ("AGM"), held in London today, the Board of World Gaming announces that all resolutions put to the meeting were duly passed.

    The Company has placed 5,600,000 million shares conditional on admission to trading on AIM, which is expected to be on Monday 12 December 2005. This placing consists of 4,800,000 new ordinary shares raising £6 million for the Company before expenses for the Company and 800,000 new ordinary shares on behalf of certain selling directors. The Company i

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