World Gaming Plc Acquisition and suspension of trading on AIM

Tuesday, October 25th, 2005

The Directors of World Gaming ("the Directors") are pleased to announce that the World Gaming Group has entered into a conditional purchase agreement (described below) to acquire certain of the businesses and assets of Real Entertainment Ltd ("Real") and the entire issued share capital of DNI Holdings Ltd ("DNI") (together the "SPORTSBETTING.COM GROUP"). The SPORTSBETTING.COM GROUP is currently the World Gaming Group's largest licensee. The comprehensive combined businesses of the two groups will further leverage the World Gaming Group's existing software, infrastructure assets and experience.

The SPORTSBETTING.COM GROUP has established a number of popular Internet-based gaming brands since its inception in September 1999, including its flagship brand www.sportsbetting.com and its other primary sites www.racebook.com and www.win4real.com. The SPORTSBETTING.COM GROUP offers a full suite of sports betting, horseracing, casino, and poker products on each of its sites as part of the gaming software which it licenses and sublicenses from the World Gaming Group.

The acquisition is conditional upon the World Gaming Group securing the required debt and equity financing as well as obtaining the consent of World Gaming's shareholders at the Annual General Meeting ("AGM"). The conditional purchase agreement provides that the vendors may terminate the agreement if these conditions are not met by 14 December 2005, unless extended by mutual agreement of World Gaming and the vendors.

World Gaming will mail its shareholders a notice for the AGM together with a circular containing comprehensive details of both groups and the transaction as contemplated. This will be sent together with proxy materials not less than 21 days prior to the AGM, which the Directors expect will be held in late November 2005.

The transaction constitutes a Reverse Takeover for the purpose of the AIM rules and hence in accordance with these rules World Gaming has requested that its shares be suspended from trading on AIM until the AGM. World Gaming will apply for the enlarged issued share capital (which includes the existing shares, placing shares and shares issued to the vendors of the SPORTSBETTING.COM GROUP as part of the acquisition) to be admitted to trading on AIM subject to the conditions being satisfied. Dealings on AIM in the enlarged issued share capital shall commence as soon as practicable thereafter. If the conditions of the acquisition are not met, dealings in the existing ordinary shares on AIM will continue as soon as practicable.

TERMS OF THE TRANSACTION

The World Gaming Group will acquire certain assets of Real and the entire share capital of DNI. The principal terms, as set out below, highlight the key elements of the offer for the acquisition of the SPORTSBETTING.COM GROUP, which is expected to complete, subject to completion of the required equity and debt financing and the passing of the resolutions at the AGM, having an effective date of 1 October 2005 ("the Effective Date"). The Effective Date is that date at which all of the business and assets of the SPORTSBETTING.COM GROUP are deemed to have been acquired, subject to completion of the acquisition.

The payments are structured as follows:

• The consideration paid will be equal to six times the Sportsbetting.com Group's Profit Before Tax ("PBT") as defined under International Accounting Principles for the calendar year of 2005, up to a maximum total consideration of $96m, which shall be satisfied 75% in cash and 25% by the issue and allotment of Consideration Shares;

• The consideration shall be $96m provided that the PBT is not less than $15m. To the extent that the PBT is below $15m, the consideration shall be six times the 2005 PBT, subject to a minimum consideration of $72m (see the example detailed below). Any reductions shall come 75 per cent from cash and 25 per cent from equity;

• World Gaming proposes to pay the consideration as follows:

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