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The board of approves GVC Holdings's offer

September 4, 2015

The boards of GVC and announced that they have reached an agreement on the terms of a recommended offer pursuant to which GVC will acquire the entire issued and to be issued ordinary share capital of

The Offer represents a value of approximately 129.64 pence per share based on the closing price per GVC Share at the close of business on 3 September 2015. On this basis, the Offer values the entire issued and to be issued ordinary share capital of on a fully diluted basis at approximately £1.116 billion. Under the terms of the Offer, Shareholders will be entitled to receive 25 pence in cash for each share and 0.231 new GVC shares.

The cash consideration payable under the Offer will be funded by up to £291.3 million of senior secured debt provided by Cerberus. In addition GVC proposes to raise approximately £150.0 million by way of a placing of New GVC Shares to institutional investors, and a subscription of New GVC Shares by certain investors, under the Fundraising. Certain GVC Directors will also participate in the Fundraising. The net proceeds of the Fundraising will be used by GVC, amongst other things, to fund reorganization costs within the Enlarged Group and for general working capital purposes. The proceeds from the Fundraising are not required for, nor will they be used to fund, the cash consideration to be paid pursuant to the Offer. Following Completion, Shareholders will own approximately 66.6 per cent of the Enlarged Group and will be able to participate in the future growth prospects of the Enlarged Group.

The Offer will be put to 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 the Shareholders voting at the Court Meeting, either in person or by proxy, representing at least three-quarters in value of the Shares voted at the Court Meeting. In addition, the Shareholder Resolution which, among other things, amends the articles of association of, must be passed by Shareholders at the General Meeting.

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