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Description of business:
GVC GVC is the Isle of Man incorporated holding company of the GVC group and was admitted to trading on AIM in May 2010. GVC is a leading provider of business to business (B2B) and business to consumer (B2C) services to the online gaming and sports betting markets and its shares have been traded on AIM since 2004. The GVC group has two principal operating divisions: B2B and B2C, along with a central support function. The B2B business unit consists principally of the third party support contract for East Pioneer Corporation B.V. (EPC), which acquired the Superbahis brand from Sportingbet in November 2011. B2B also includes the GVC group's operations in the same geographical markets as Superbahis, although these are relatively small. The B2C business unit consists of CasinoClub, an online casino operating principally in German-speaking markets; and Betboo, offering a sports book and bingo operation on its own platform along with casino and poker on third party platforms to mainly Brazilian customers. The GVC group operates from offices in Israel, which provide customer services, marketing and operational support for CasinoClub; in Malta, which provide sports trading management for Betboo; and in Dublin, which provides customer support to EPC and the Superbahis Business. Other operational support and customer services for Betboo are outsourced to third party providers in Latin America. In total, as at 30 September 2012, the GVC group had 148 employees and direct contractors. Upon Admission, the GVC group will continue to have its operations dispersed across a number of sites, including Tel Aviv, Dublin and Malta. The offer On 20 December 2012, the GVC Board, the William Hill Board and the Sportingbet Board announced that they had reached agreement on the terms of a recommended offer pursuant to which GVC would acquire the entire issued and to be issued share capital of Sportingbet, and members of the William Hill group would acquire the Sportingbet Australian business, the "miapuesta" brand, certain Guernsey domiciled companies which hold title to some Sportingbet Guernsey properties and be granted a call option over the Sportingbet Spanish business, with the acquisition to be effected by way of a court-sanctioned scheme of arrangement. Pursuant to the acquisition, which was on the terms and subject to the conditions and further terms set out in the scheme document, on the scheme becoming effective Sportingbet shareholders were entitled to receive, for each Sportingbet share held, 44.8 pence in cash and 0.0435 new GVC shares. In addition, the holders of the Sportingbet convertible bonds were entitled to receive 141,000 in cash for each 100,000 in principal amount of Sportingbet convertible bonds held. Sportingbet shareholders were offered a Mix & Match Facility entitling them to elect, subject to availability, to vary the proportions in which they receive new GVC shares and cash in respect of their holdings of Sportingbet shares (the "Mix & Match Facility"). Pursuant to Rule 14 of the AIM Rules, the offer constituted a reverse takeover. In addition, because GVC is providing its proportion of the consideration by issuing shares, it published a Prospectus on 25 January 2013. The Prospectus served as both an admission document prepared in accordance with the AIM Rules for Companies and a prospectus prepared in accordance with the Financial Services Authority's Prospectus Rules. It is intended that the offer will become effective on 19 March. Sportingbet The Sportingbet business being acquired by GVC facilitates online sports betting, casino, poker and gaming through a range of branded websites, targeting 24 countries covering Europe and some emerging markets, in 23 different languages. The most notable jurisdictions in which substantial revenues are accepted are Brazil, Bulgaria, Czech Republic, Germany, Greece, Poland, Russia and the UK. Betting and gaming licences and approvals are held in Alderney, Denmark, Ireland, Italy, Malta, South Africa, and the UK.

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GVC Holdings PLC ("GVC" or the "Company")

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