Netplay TV : Offer Reports 10 (Dont publish)

• The boards of directors of Betsson AB (publ) ("Betsson") and NetPlay TV plc ("NetPlay") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which Betsson will acquire the entire issued and to be issued share capital of NetPlay (the "Offer").

• The Offer is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (or, if Betsson elects, with the consent of the Panel, a takeover offer under Part 28 of the Companies Act).

• Under the terms of the Offer, each NetPlay Shareholder will receive 9.00 pence in cash for each Ordinary Share held which values the entire issued and to be issued share capital of NetPlay at approximately £26.4 million on a fully diluted basis.

• The Offer provides an attractive opportunity for NetPlay Shareholders to realise their shareholding at a premium in cash. The value of the Offer represents a premium of approximately:

  • 12.50 per cent. to the Closing Price of 8.00 pence per Ordinary Share on 1 February 2017, being the last Business Day before the date of this Announcement;

  • 18.84 per cent. to the market capitalisation of the Company, adjusted to exclude Corporate Cash as at 30 June 2016, on 1 February 2017, being the last Business Day before the date of this Announcement; and

  • 11.37 per cent. to the volume weighted average price of 8.08 pence per Ordinary Share over the three month period to 1 February 2017, being the last Business Day before the date of this Announcement.

• The NetPlay Directors, who have been so advised by Strand Hanson Limited ("Strand Hanson"), consider the terms of the Offer to be fair and reasonable. In providing advice to the NetPlay Directors, Strand Hanson has taken into account the commercial assessments of the NetPlay Directors. Strand Hanson is providing independent financial advice to the NetPlay Directors for the purposes of Rule 3 of the Takeover Code.
• Accordingly, the NetPlay Directors intend to unanimously recommend that NetPlay Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as those NetPlay Directors who hold Ordinary Shares have irrevocably undertaken to do in respect of their own beneficial holdings (or those they otherwise control the exercise of) of, in aggregate, 5,437,563 Ordinary Shares, representing approximately 1.95 per cent. of the issued share capital of NetPlay as at 1 February 2017 (being the last Business Day before the date of this Announcement). In addition, Betsson has received an irrevocable undertaking from Directforce Trading Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 77,571,916 Ordinary Shares, representing approximately 27.83 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day before the date of this Announcement). Further, Betsson has received a letter of intent from Henderson Global Investors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 26,379,949 Ordinary Shares, representing approximately 9.46 per cent. of the issued share capital of NetPlay as at the close of business on 1 February 2017 (being the last Business Day before the date of this Announcement).

  Full details of the irrevocable undertakings and the letter of intent received by Betsson are set out in paragraph 7 of, and Appendix 3 to, this Announcement.

• The Offer will be put to NetPlay Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of NetPlay Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Ordinary Shares voted. In addition, a special resolution implementing the Scheme must be passed by NetPlay Shareholders representing at least 75 per cent. of votes cast at the General Meeting. The Scheme will also need to be sanctioned by the Court.

• The Scheme Document, which will contain further information about the Offer and notices of the Court Meeting and the General Meeting, will also specify the actions to be taken by NetPlay Shareholders to approve the Scheme, and will be posted to NetPlay Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, unless Betsson and NetPlay otherwise agree, and the Panel consents, to a later date. Subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement, the Offer is expected to become Effective during April 2017. The Scheme Document will contain an expected timetable for the Offer process.

• Commenting on the Offer, Ulrik Bengtsson, CEO and President of Betsson said:

  "NetPlay operates three brands, each with strong offerings, and we believe that applying Betsson's experience of operating successful casino brands will add to NetPlay's earnings and growth. We have a long-term view on NetPlay and will achieve significant cost synergies and operational improvements over time. Part of Betsson's acquisition strategy is to add volume to its scalable Techsson platform and to increase the share of regulated revenue."

• Commenting on the Offer, Bjarke Larsen, Chief Executive Officer of NetPlay said:

"NetPlay has developed into the UK's largest interactive TV gaming company, and its complementary fit with Betsson will ensure that the Company is best placed to capitalise on future growth opportunities. A combination with Betsson would allow NetPlay to best utilise the enlarged group's assets to enhance the gaming experience for its customers.

With the changing market dynamics and as the market continues to consolidate, we believe now is the right time to take advantage of this opportunity to realise value for all of our shareholders."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Offer will be subject to the Conditions and the further terms set out in Appendix 1 to this Announcement and to the full terms and Conditions which will be set out in the Scheme Document. Appendix 2 contains the bases and sources of certain information contained in this Announcement, Appendix 3 contains details of the irrevocable undertakings and the letter of intent received in relation to the Offer and Appendix 4 contains definitions of certain terms used in this summary and this Announcement.

Ulrik Bengtsson Pia Rosin

+46 8 506 403 00

+46 73 600 85 00

Laurence Van Lancker Joe Hannon

Gareth Hughes

+44 207 888 8888

via Redleaf Communications

+44 207 382 4730

Stuart Faulkner Matthew Chandler Ritchie Balmer

+44 207 409 3494

Stephane Auton Edward Mansfield

+44 207 408 4090

Daniel Burns Sandford Loudon

Credit Suisse International ("Credit Suisse"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority and the PRA, is acting as exclusive financial adviser to Betsson and no one else in connection with the Offer. In connection with such matters, Credit Suisse, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and Rule 3 adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referred to herein.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, nominated adviser and broker to NetPlay and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Oakvale Capital LLP ("Oakvale"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as strategic adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referral to herein.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document or any other document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how to vote at the Court Meeting and the General Meeting. Any response to the proposed Offer should be made only on the basis of information contained in the Scheme Document. NetPlay Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies as published by the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement