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GVC Holdings PLC (“GVC” Or the “Company” and Together with Its Subsidiary Undertakings, the “Group”)

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GVC Holdings PLC (“GVC” Or the “Company” and Together with Its Subsidiary Undertakings, the “Group”) THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN THE COMPANY NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER GVC Holdings PLC (“GVC” or the “Company” and together with its subsidiary undertakings, the “Group”) NOTIFICATION OF TRANSFER TO A PREMIUM LISTING GVC announces that it is proposing to transfer the listing category of all of its ordinary shares from a standardlisting(shares)ontheOfficialListtoapremiumlisting(commercialcompany)ontheOfficialList inaccordancewithListingRule5.4AoftheListingRules(the“Transfer”).ItisanticipatedthattheTransfer willtakeeffectat8.00a.m.on 1August 2016,conditionalupontheapprovaloftheUKListingAuthority (“UKLA”). ThisannouncementisbeingmadeinaccordancewithListingRule5.4A.5.Noshareholdervoteisrequired inordertoeffecttheTransfer. 1. Background to and reasons for the Transfer GVCisaleadinge-gamingoperatorinbothb2candb2bmarkets.GVChasfourmainproductverticalsand its core brands are CasinoClub, Betboo, Sportingbet, bwin, partypoker, partycasino, Gioco Digitale, FoxyBingo and Cheeky Bingo. GVC acquired bwin.party digital entertainment plc (“bwin” or “bwin.party”) on 1 February 2016.The Group is headquartered in the Isle of Man and has licences in Austria,Belgium,Bulgaria,France,Italy,Denmark,Germany(Schleswig-Holstein),Gibraltar,Spain,Malta, Denmark,Romania,UK,SouthAfrica,andtheDutchCaribbean.Intheyearended31 December2015,GVC generatedNetGamingRevenue(”NGR”)of€247.7millionandCleanEBITDAof€54.1 million.Inthe same year, bwin generated NGR of approximately €576 million and Clean EBITDA of approximately €109 million. On an aggregated basis therefore, GVC and bwin generated NGR of approximately €824 millionandcleanEBITDAofapproximately€163millionin2015. TheCompany’sissuedandtobeissuedordinarysharecapitalwasadmittedtothestandardlistingsegment oftheOfficialListoftheUKLAandtotradingontheMainMarketoftheLondonStockExchange(the “Listing”) on 2 February 2016, following completion of the acquisition by GVC of bwin.party on 1 February 2016. TheCompany’sboardofdirectors(the“Board”)believesthat,giventheenlargedsize,andtheenhanced profileofGVCfollowingitsacquisitionofbwin,apremiumlistingisthemostappropriatelistingcategory fortheCompany,providingexposuretoawiderinvestorbaseandenhancingtheliquidityoftheCompany’s shares.Itisanticipatedthat,subjecttotheTransferbecomingeffectiveandotherconditionsbeingmet,the CompanywillbeconsideredforinclusionintotheFTSEUKIndexSeries.TheBoardbelievesthatinclusion withintheFTSEUKIndexSerieswouldfurtherenhancetheCompany’sprofileandallowaccesstoawider potentialinvestorbase.Accordingly,theBoardhasconcludedthatitisinthebestinterestsoftheCompany anditsshareholdersasawholetoeffecttheTransfer. TheCompanyhasthereforerequestedthattheUKLAapprovetheTransferwitheffectfrom8.00 a.m.on 1 August 2016.Asatcloseofbusinesson 30June 2016,theCompanyhad 291,980,780 sharesinissue. 2. Effect of the Transfer FollowingtheTransfercertainadditionalprovisionsoftheListingRuleswillapplytotheCompany.These provisions,setoutinChapters6to13(inclusive)oftheListingRules,relatetothefollowingmatters: 1. the application of certain requirements that are specific to companies with a premium listing (Chapter 6); 2. theapplicationofthePremiumListingPrinciplessetoutinListingRule7.2.1AR(Chapter7); 3. therequirementtoappointasponsorincertaincircumstances(Chapter8); 4. therequirementtocomplywithvariouscontinuingobligations,includingcompliancewithallrelevant provisionsoftheUKCorporateGovernanceCode(orprovideanexplanationforanynon-compliance, ifapplicable,initsannualfinancialreport)(Chapter9); 5. therequirementtoannounce,orobtainshareholderapprovalfor,certaintransactions(dependingon theirsizeandnature)andforcertaintransactionswith“relatedparties”oftheCompany(Chapters10 and11); 6. certain restrictions in relation to the Company dealing in its own securities and treasury shares (Chapter12);and 7. various specific contents requirements that will apply to circulars issued by the Company to its shareholders(Chapter13). 3. Working Capital In the opinion of the Company, the Group has sufficient working capital available for the Group’s requirementsforatleastthenext12monthsfromthedateofthisannouncement. 4. Bank facilities PursuanttotheTransferandtherelatedrequirementtomakeastatementasregardsadequacyofworking capital as set out in paragraph 3 above (which typically requires a working capital review period of 18 months or more), the Company has entered into an agreement with Cerberus Business Finance LLC (“Cerberus”)toextendthematuritydateofitsexisting€400millionfacilitywithCerberus(the“Cerberus Facility”)from4September2017(the“Existing Maturity Date”)to4April2018.Thisextensiondoesnot altertheBoard’sintentionortimetableasregardsrefinancingthisfacilityonimprovedtermsandtheBoard intendstorefinancetheCerberusFacilitybeforetheExistingMaturityDate.However,weretheCerberus FacilitytoremainoutstandingonoraftertheExistingMaturityDate,afeeof€14millionwouldbepayable. AllothertermsoftheCerberusFacility(assummarisedintheCompany’sprospectusdated13November 2015)remainunchanged. 5. Corporate Governance TheBoardiscommittedto,andrecognisestheimportanceandvalueofgoodcorporategovernance.The CompanyhastakenstepstocomplywiththerecommendationssetoutintheUKCorporateGovernance Codeandwillreportoncomplianceandprovideanyreasonsfornon-complianceinits2016AnnualReport. The Company expects to be in compliance with the recommendations set out in the UK Corporate GovernanceCodeimmediatelypriortotheTransfer,otherthaninrespectofcertainterminationprovisions inthecontractsofsomedirectors.SucharrangementswillbereviewedbytheCompany’sRemuneration Committee.TheCompanyisalsoinongoingdiscussionsregardingtheappointmentofaSeniorIndependent Director.TotheextentthisappointmenthasnotbeenmadepriortothedateofTransfer,theCompanyexpects tomakesuchanappointmentintheneartermthereafter. Since completion of the bwin acquisition, the Company has appointed two additional independent non- executive directors, Stephen Morana and Peter Isola and a further non-executive director, Norbert Teufelberger(whoisnotdeemedindependentasaresultofhispreviousemploymentasCEOofbwin). Furthermore, the Company has made three senior non-board appointments since the acquisition of 2 bwin.party:ShaySegevasChiefOperatingOfficer;NickBatramasHeadofInvestorRelations,andLiron SnirasChiefProductOfficer. 6. UK Takeover Code TheCompanyhasitsregisteredofficeintheIsleofMananditsordinarysharesareadmittedtotradingon theMainMarketoftheLondonStockExchange.TheCompanyisthereforesubjecttotheUKTakeover Code,withwhichtheCompanycomplies. 7. Appointment of Sponsor TheGrouphasappointedCenkosSecuritiesplc(“Cenkos”)toactasitsSponsorinrelationtotheTransfer. CenkosiscurrentlycorporatebrokertoGVC. 8. FTSE eligibility and qualification FTSE’s Europe, Middle East andAfrica (EMEA) Committee meets on a quarterly basis to review the constituentsoftheFTSEUKindexseries,incorporatingtheFTSE100,FTSE250andFTSESmallCap.It isanticipatedthat,subjecttotheTransferbecomingeffectiveandotherconditionsbeingmet,theCompany willbeconsideredforinclusionintotheFTSEUKIndexSeriesandsuchinclusionwouldbecomeeffective on 19 September2016. 9. Financial information incorporated by reference Thefinancialinformationsetoutbelowisincorporatedbyreferenceintothisannouncementandcanbe foundintheprospectuspublishedbyGVCon13November2015(the“Prospectus”),inconnectionwith GVC’sacquisitionofbwin,intheannualreportandaccountsofGVCfortheyearended31 December2015 andintheannualreportandaccountsofbwinfortheyearsended31December2014and2013. The Prospectus can be found on the Company’s website via the following link: http://www.gvc- plc.com/archive/takeover_code_bwin/GVC-Prospectus-131115.pdf. TheannualreportandaccountsofGVCfortheyearsended31December2015,2014and2013canbefound ontheCompany’swebsiteviathefollowinglink: http://www.gvc-plc.com/html/investor/annual_report.asp. Theannualreportandaccountsofbwinfortheyearsended31December2014and2013canbefoundon theCompany’swebsiteviathefollowinglink: http://www.gvc-plc.com/html/investor/bwinparty_reports.asp. Information incorporated Page number by reference into this in reference announcement Reference document document AnnualauditedaccountsofGVC Accounts to 31 December 2015 HoldingsPLCforthefinancial Directors’report Pages35-37 yearended31December2015 Independentauditor’sreportPages41-45 andtheindependentauditor’s ConsolidatedincomestatementPage46 reportthereon Consolidatedstatementofcomprehensiveincome Page46 Consolidatedstatementoffinancialposition Page47 ConsolidatedstatementofchangesinequityPage48 ConsolidatedstatementofcashflowsPage49 Notestotheconsolidatedfinancialstatements Pages53-87 3 Information incorporated Page number by reference into this in reference announcement Reference document document AnnualauditedaccountsofGVC Prospectus,Part3,SectionsBandC Pages109-206 HoldingsPLCforthefinancial yearsended31December2014 Accounts to 31 December 2014 and2013andtheindependent Directors’report Pages109-111 auditor’sreportsthereon Independentauditor’sreportPage112 ConsolidatedincomestatementPage113 Consolidatedstatementofcomprehensiveincome Page114 Consolidatedbalancesheet Page115 ConsolidatedstatementofchangesinequityPage116 ConsolidatedstatementofcashflowsPage117 Notestotheconsolidatedfinancialstatements Pages118-158 Accounts to 31 December 2013 Director’sreportPages159-161 Independentauditor’sreportPage162 ConsolidatedincomestatementPage163 Consolidatedstatementofcomprehensiveincome
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