COMPLETION OF ACQUISITION

completing-of-aquisision

The Board of Fairground Gaming, the online gaming investment holding company, is pleased to announce the completion of the acquisition of The Spin Palace Group.

The initial consideration payable comprises a cash payment of US$10 million and the issue of 9,100,100 ordinary shares and 17,294,707 warrants to subscribe for ordinary shares in the Company. In addition to the shares issued as part of the consideration payable, 7,058,824 ordinary shares have been issued to institutional and other investors following a placing and 150,000 ordinary shares have been issued following the exercise of warrants issued in September 2005.

Both the shares issued as part of the consideration payable and the shares issued following the placing and the exercise of warrants have been admitted to trading on AIM (“Admission”). Accordingly, immediately following Admission, the issued share capital of the Company now comprises 37,643,924 ordinary shares.

Pursuant to the acquisition of the Spin Palace Group, the vendor, Roundit Limited, has assigned all of its rights, title, benefit and interest in the acquisition agreement (including without limitation, the right to receive the consideration due to Roundit Limited) to its parent, Seahouses Holdings Limited with effect immediately from Admission.

Commenting on the acquisition, Fairground Gaming’s Chief Executive Officer, Evan Hoff, said: “The acquisition of The Spin Palace Group represents the first step towards implementing our strategy of consolidation, which was outlined when we first admitted to AIM in October 2005. We continue to have discussions with various companies to determine whether they fit our investment criteria.”