WORLD GAMING PLC

WORLD GAMING PLC

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Company Overview
World Gaming PLC, with registered head office located in London, is a holding company for a group whose principal activity is engaged in the development and operation on behalf of licensees of e-gaming software including sports betting, casino and pari-mutuel wagering. World Gaming is a leading international e-gaming solutions provider that has been in business since 1997 and is publicly traded on the London Stock Exchange (AIM) and NASDAQ (OTC.BB). The company has offices in London, Antigua and Vancouver.
World Gaming, through its subsidiaries is an operator of Internet gaming Websites and a licensor of Internet gaming software systems. Its suite of gaming products includes more than 17 casino games, a variety of instant play games and a live sports wagering product line, a horse racing pari-mutuel betting system and a third-party supplied multi-player poker product.
The company’s Antigua-based licensing subsidiary, Interactive Systems Inc. (ISI), licenses the gaming software as a fully integrated system to prospective licensees. The gaming software consists of the Company’s full suite of online gaming products and management tools.
World Gaming has developed strategic alliances with Sportsbook.com, Sportsbetting.com, Betonusa.com, Racebook.com, Playersonly.com and Superbook.com.
In 2005, the company, through a reverse acquisition, has bought Sportsbetting.com, operator of several gaming web sites, including Racebook.com and Win4real.com. Sportingbet, which uses World Gaming’s software platform for its sites targeting the US, controls approximately 30 per cent of World Gaming.
Business Summary
World Gaming Plc is the holding company of a group whose principal activity was the development and operation on behalf of licensees of egaming software including sports betting, casino and
pari-mutuel wagering.

In February 2004 the Company closed its customer service and transaction processing business and
transferred affected licensees to a market leading solution. Both of these business segments were lossmaking at the time of closure.

Effective October 1, 2004 the Company transferred its software into a partnership arrangement with its then major licensee. As a result of this arrangement the Company received certain consideration, no longer pays development expenses and recovers the majority of its hosting expenses. In addition it no longer receives royalties from this licensee. There were no other material changes in activities in the year of 2004.
Description and history
World Gaming Plc is incorporated on 17th October 2000. Its company shares are listed on the London Stock Exchange on 12th December, 2005. World Gaming are a developer and provider of Internet gaming software systems. Through various wholly-owned subsidiaries, the company develop and provide their software products and online gaming management services to independent licensees. The company gaming systems have been
designed to:

– offer customers a user-friendly interface, high quality interactive experience and a wide selection of gaming options;
– provide licensees with the tools to potentially generate financial returns, easy site maintenance and limited administration; and
– protect gaming customers and licensees through their proprietary fully integrated technology.

On 1 March 2005 the Company announced that it had appointed Daniel Stewart & Co. as its nominated advisors in seeking a listing on the Alternative Investment Market (‘AIM’) of The London Stock Exchange.

HISTORY, DEVELOPMENT and ORGANIZATIONAL STRUCTURE:

World Gaming plc is a holding company incorporated under the laws of England and Wales, and conducts its business through its operating subsidiaries.

Communications International Inc. (‘Starnet’), which now functions as one of the company subsidiaries. The company other subsidiaries comprise WG International Ltd., World Gaming Europe Limited, Starnet Systems International Inc., EFS USA Inc., EFS International Inc., EFS NV., EFS Australian Pty Ltd., Inphinity Interactive Inc., World Gaming Services Inc., EFS St. Kitts Inc., Starnet Communications Canada Inc., WorldBroadcasts.com Inc. and 602662 British Columbia Ltd.

Starnet became the company wholly-owned subsidiary through a holding company reorganization completed in May 2001. The reorganization was structured as a merger, in accordance with the laws of the State of Delaware, of Starnet with WG Reorganization Sub, Inc., the company wholly-owned subsidiary, formed for the purposes of the reorganization, with Starnet as the surviving company. The reorganization was approved by the shareholders of Starnet who exchanged their shares of Starnet common stock for the company American Depositary Shares (ADSs), each
representing one ordinary share, on a one-for-one basis. Each American Depositary Share issued in connection with the reorganization was evidenced by one American Depositary Receipt (ADR) issued in accordance with a Deposit Agreement with Continental Stock Transfer and Trust Company located in New York, New York, USA.

Subsequently, all of Starnet’s stock was exchanged for shares of WG International Limited, the company wholly-owned subsidiary. The acquisition by WG International Limited was effected by way of a share for share exchange such that the existing shares held by us in WG International Limited were subdivided and re-designated as B shares of (pound)0.002 each. The balance of the
authorized share capital was subdivided AND re-designated as A shares of (pound)0.002 each, 20,000 of which were issued and allotted to the company as consideration FOR the acquisition of Starnet’s stock. Through the company wholly-owned subsidiaries, the company focus its business on the development and production of Internet technologies for gaming applications by its licensees. The company business strategy is to identify and commercialize leading edge technologies for the online gaming markets.

On February 11, 2004 the company closed two divisions of the business that detracted from its core software development business and had resulted in losses for the Company. These divisions provided a customer service solution and performed transaction processing on behalf of some licensees. The affected licensees now source these functions through another supplier.

In Administration
The company has appointed Andrew Andronikou and Peter Kubik from UHY Hacker Young as joint administrators to secured creditor in respect of the Company and
certain subsidiaries with effective on 13 October 2006.

Business Line
Holding company of a group whose principal activity is engaged in the development and operation on behalf of licensees of e-gaming software including sports betting, casino and pari-mutuel wagering
Subsidiary

Advisor
KINGSTON SMITH
IPO date
12/12/2005
US SIC Code
7372
Company Address
Minerva House
5, Goodge Street
City province or state postal code
SE1 9BB, LONDON
Phone:
Fax:
Country address: UNITED KINGDOM
Website url: www.worldgaming.com