Interim Results and Trading Update

GVC Holdings PLC

("GVC" or the "Group")

Interim Results and Trading Update

GVC Holdings PLC (AIM:GVC), a leading provider of services to the online gaming industry,today announces its Interim Results for the six months ended 30 June 2013 and a Trading Update to 22 September 2013.

Interim Highlights

Trading Update, 84 day period to 22 September 2013 ("Q3-2013")

* Earnings before interest, taxation, depreciation, amortisation, share option charges and exceptional items

** Sportingbet PLC was acquired on 19 March 2013. Under a court approved Scheme of Arrangement, it excluded the Australian business of Sportingbet PLC which was acquired by William Hill PLC. References to Sportingbet in this statement exclude Australia.

Commenting on the results, Kenneth Alexander, Chief Executive of GVC Holdings plc, said: "The Board is pleased to report another period of solid growth, increased profitability and a further dividend for our shareholders. In the first half of 2013, we completed our acquisition of Sportingbet PLC and have since been working hard to turnaround this business and integrate it into the Group. The execution of our strategic plan to restructure and return this business to profitability is near completion and has gone far better than expected. Under GVC's leadership, revenues in the Sportingbet business have increased and by the end of 2013 the Board expects that the inherited cost base will have already been reduced by around 50%. The balance sheet has been completely repaired, the cash burn stopped and this business is now profitable.

"As a result, we are pleased to be able announce today our third dividend of 2013, of 10.5 €cents, which means that the Group will have paid a total dividend of 28 €cents per share to shareholders in 2013. The Group has performed well in the first half of 2013 and continues to trade well in Q3-2013. The Board is therefore confident that market expectations for the current financial year will be exceeded and our confidence in the future is represented in the Group's dividend to shareholders."

- Ends -

A copy of this announcement is available to view on the Company's website at www.gvc-plc.com

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About GVC Holdings PLC

GVC Holdings PLC is a leading provider of services to the online gaming industry. Its core brands are now CasinoClub, Betboo and Sportingbet. The Group has over 600 employees and is headquartered in the Isle of Man and is licensed in Malta, the UK, South Africa, Italy, Germany Denmark, Alderney and the Netherlands Antilles.

GVC is financially focused on generating cash and returning a high proportion of this to shareholders by way of dividends. From 2007, GVC has declared over €85 million or £2.00 per share via dividends to its shareholders. Further information on the Group is available at www.gvc-plc.com

CHIEF EXECUTIVE'S STATEMENT

The first half of 2013 included the completion of the acquisition of Sportingbet PLC (excluding Australia), its subsequent restructuring and its successful integration into GVC. The Sportingbet business the Group acquired was in a poor state and heavily loss making. Its balance sheet had net current liabilities of €47 million, declining revenues and a high cost base resulting in material operating cash outflows.

I am pleased to report that the restructuring of this business is nearing completion and has gone far better than expected.

The GVC management team immediately set about reducing the cost base. This, coupled with our successful efforts at increasing revenues, has resulted in Sportingbet being turned around and reaching profitability. The balance sheet has been completely repaired, the Sportingbet business is now generating a modest amount of cash and its cost base, by the end of the year, will be around 50% of the inherited position.

The acquisition, along with successes elsewhere in the Group has lead to: 144% growth in H1-2013 Group revenues and 132% growth in H1-2013 Clean EBITDA compared to H1-2012. GVC continues to run a lean head-office and has demonstrated its capability to continue to grow and remains ambitious to execute other business combinations should such future opportunities arise.

The Group is trading ahead of current market expectations and today declares a further interim dividend of 10.5 €cents per share.

Financial performance for the six months ended 30 June 2013

Group revenues for the half-year were €72.3 million (144%) higher at than in H1-2012 (€29.6 million). This was accompanied by a 158% increase in contribution to €45.6 million (H1-2012: €17.7 million). Around half of this increase was the mitigation of the deferred consideration liability otherwise payable on the B2B business to Sportingbet PLC for the period since 19 March 2013.

Clean EBITDA in H1-2013 increased by 132% to €17.8 million from €7.7 million in H1-2012 reflecting both the underlying performance of the existing GVC businesses together with the impact of the acquisition of Sportingbet PLC.

William Hill PLC has exercised its option to acquire the Spanish "Miapuesta" business, but GVC retained the commercial benefit of this business line until 16 September 2013. The contribution of this business is shown separately in the Income Statement, and in the 102 days from 20 March 2013 to 30 June 2013 amounted to €1.3 million.

The six months to 30 June 2013 were affected by exceptional costs relating to the acquisition of €9.3 million together with a further €5.4 million on restructuring incurred to 30 June 2013.

Consortium bid with William Hill PLC

As shareholders will be aware, the bid for Sportingbet PLC was a consortium bid made with FTSE 100 company William Hill PLC. Under the Consortium Deed, William Hill plc agreed to provide £36.5 million (€42.6 million) as a "Funding Contribution" together with various loan facilities determined by the opening balance sheet position of Sportingbet PLC.

This Funding Contribution, together with a loan of €8.0 million, has protected the GVC shareholders from the deal costs which Sportingbet PLC itself incurred, together with the funds required to repair its balance sheet and a contribution to restructuring costs. Furthermore the actual amount of loan GVC has drawn-down has been significantly less than the facility put in place at the time of the acquisition.

Progress with restructuring

GVC's restructuring plans involved; dismantling the Sportingbet PLC function, cancelling unnecessary IT projects, outsourcing core IT support to low cost jurisdictions, closing the high-cost Guernsey operation, halving the London footprint, integrating the various sportsbooks, using state-of-the-art trading tools to reduce the costs of the trading function and the termination of inefficient upfront marketing acquisition, in particular sponsorships deals.

The Board is pleased to report that these actions are nearing completion and will be fully complete by December 2013, six months ahead of where the Board estimated the Group would be at the time of the acquisition.

Like-for-like and current trading

GVC acquired the Sportingbet businesses on 19 March 2013. GVC reports its standard metric of "revenues per day" in 000's of Euro. The data included below shows the performance of the Group's revenues as if Sportingbet had been acquired on 1 January 2012. This is described as "like-for-like" revenues.

* includes Betboo Latam

Year-on-year figures have increased in all quarters despite the absence of the UEFA Euro 2012 football tournament and weaknesses in both Brazilian Real and Turkish Lira.

H1-2013

Sportingbet

Revenues which averaged €302k per day in H1-2013 were 5.2% ahead of H1-2012 (€287k). The sports margin achieved in H1-2013 was 9.1% (H1-2012: 8.9%). This was against the backdrop of no major football tournament this year. The Board is pleased to report that the sports margin percentage has been more than sustained during a period of organisational change within the Group where GVC increased the level of automated trading and reduced the cost of the trading operation.

B2B

Revenues which averaged €207k per day in H1-2013 were 15% ahead of H1-2012 (€180k per day). The sports margin achieved in H1-2013 was 12.3% (H1-2012: 11.5%). Again this was against the backdrop of no major football tournament this year.

CasinoClub

Revenues which averaged €85k per day in H1-2013 were 9% higher than in H1-2012 (€78k per day).

Overall

Total like-for-like revenues averaging €594k per day were 8.5% higher than in H1-2012 (€544k per day).

Q3-2013 (84 days to 22 September 2013)

Sportingbet

Revenues which averaged €287k per day were 12.1% higher than in Q3-2012 (€256k per day). The sports margin achieved in Q3-2013 was 8.8% (Q3-2012: 8.2%).

B2B

Revenues averaged €152k per day (Q3-2012: €172k per day). The sports margin achieved in Q3-2013 was 11.9% (Q3-2012: 10.8%). Over the same period the Turkish Lira weakened by 13% against the Euro. The Group also noticed a slight reduction in player activity due to modifications in the regulatory regime in its main B2B market, Turkey.

CasinoClub

Revenues were €77k per day, 8.3% higher than in Q3-2012 (€71k per day).

Overall

Revenues were €516k per day, 3.4% higher on a like-for-like basis than in Q3-2012.

Regulatory developments

The European regulatory environment remains unclear and GVC continues to monitor all developments closely.

On 2 August 2013, legislation was revised in Turkey to provide for increased sanctions. As shareholders will be aware, the Turkish business of Superbahis is owned not by the Group but by East Pioneer Corporation B.V.

Dividend

The strength in trading to date and the Board's optimism for the outcome of the current financial year means that GVC is trading ahead of market expectations. As a result, the Board of GVC is pleased to be able announce today its third dividend of 2013, of 10.5 €cents, which means that GVC will have paid a total of 28 €cents in dividends to shareholders in 2013. This dividend will be paid on 1 November 2013 to shareholders on the register at the close of business on Friday 11 October 2013.

GVC's dividend policy is highly aggressive and the Group has a strong track record of paying a very attractive dividend to shareholders. The executive bonus plans are triggered by dividend payments, aligning the Board with shareholders, and whilst the Board aims to retain a modest amount of cash for contingencies and working capital, the policy is to then pay the rest to GVC's shareholders.

Outlook

GVC is well placed to continue to grow its business organically and also looks continually at acquisition and B2B opportunities. The Group has performed well in H1-2013 and continues to trade well in Q3-2013. The Board is therefore confident that market expectations for the current financial year will be exceeded, and our confidence in the future is represented in the Group's dividend to shareholders.

Kenneth Alexander

Chief Executive

25 September 2013

REPORT OF THE GROUP FINANCE DIRECTOR

Introduction

This report is designed to help shareholders navigate through the principal changes to the primary financial statements since 30 June 2012.

The principal difference is of course the result of GVC's acquisition of Sportingbet PLC, the funding contribution received from William Hill PLC, and the restructuring programme commenced and largely completed for the business the Group acquired.

In line with GVC's philosophy of adopting accounting policies as close to cash accounting as IFRS allows, these financial statements do not contain provisions for the cost of restructuring expected to be borne in H2-2013, nor does it include provision for properties expected to become vacant after December 2013.

GVC is a diverse international group with a number of foreign exchange exposures which in the past it has chosen not to hedge. This policy is expected to come under review as the Group nears the end of its restructuring process.

Around 47% of 2012 revenues were Euro denominated, the dominant currency exposure. This compares to a diluted position now of around one third. Only 25% of the current operating cost is denominated in Euro.

In the immediate aftermath of the acquisition and throughout 2013 the Group has had cost exposure to the UK and much of the exceptional costs have been incurred in Sterling.

In terms of the balance sheet, the FX exposure is a mixed but changing position principally between the Euro and Sterling. Non-Euro denominated payment processing and customer liabilities are broadly flat in their local currencies. In preparation for continuing restructuring costs, a large constituent of cash balances is held in Sterling. The William Hill loan is also denominated in Sterling. The Group aims to match assets and liabilities in currency blocks.

The appreciation of the Euro therefore has had a mixed impact on the Group. It has softened revenues and contribution, but has meant that the Euro cost of much of the Sportingbet UK and Guernsey cost base has reduced when expressed in Euro and this offset the aforementioned revenue softness.

Key foreign exchange rates over the periods reported here are shown in the table below:

INCOME STATEMENT

Revenues

Revenues rose 144% to €72.3 million (H1-2012: €29.6 million). A fuller analysis of revenues is contained within the Report of the Chief Executive. Revenues are stated net of winnings and bonuses.

Cost of sales

Chargebacks, software royalties and betting taxes are accounted for in Cost of Sales.

In August 2013, HMRC published their summary of the consultation responses on taxation remote gambling on a place of consumption basis and the UK Government expects to pass the Finance Bill 2014 effecting the reform from 1 December 2014. The rate of taxation is proposed to be 15% on gross gambling profits. Based on current trading the cost of this taxation will be less than €2.0 million per year.

Contribution

Contribution (revenue less variable costs) increased to €45.6 million, up 158% on H1-2012 (€17.7 million). Contribution margin rose to 63% from 60% reflecting a changing mix of businesses assisted by business synergies.

Clean EBITDA, and Available for Sale Asset

Clean EBITDA rose by €10.1 million or 132% to €17.8 million up from €7.7 million in H1-2012. The constituent parts of this change were:

The loss from Sportingbet operations of €1.2 million was significantly lower than expected due to a combination of faster cost-cutting and quicker driving of revenue improvement than anticipated.

This €1.2 million loss was effectively erased due to a €1.3 million contribution from the Spanish business acquired under option by William Hill PLC on 16 September 2013. This has meant that in operational profit terms, GVC has managed to turn a profoundly loss-making business into profit in 102 days.

Miapuesta, the Spanish regulated business of Sportingbet was acquired by William Hill on 1 September 2013, although GVC enjoys the commercial benefit of this asset until 16 September 2013. The results of this business from 20 March to 30 June 2013 amounted to €1.3 million. Further details of this are shown in note 5.

Exceptional items

Items of an exceptional expenditure nature amounting to €15.1 million were incurred during H1-2013. The principal items were €9.3 million of expenditure incurred on acquisition related items, and a further €5.4 million of restructuring costs (mainly redundancies and contract terminations). For the sake of transparency, the principal components of the acquisition costs are listed in note 3.1 in these interim financial statements.

The Board expects to incur further restructuring costs in H2-2013, being the tail-end of various downsizing, outsourcing and technology migrations. By the end of 2013 all the restructuring should be complete, other than property legacies inherited by GVC from Sportingbet.

Transaction costs incurred by Sportingbet PLC amounting to €8.6 million have been taken to the acquisition balance sheet along with a further €8.5 million incurred in paying-off Sportingbet PLC board members, various other day one leavers and the national insurance on employee share options cashed-out.

Amortisation

The charge for amortisation, a non-cash item, has increased, reflecting the €646k of value put on intangible assets either acquired in the acquisition or arising from it. The full year's amortisation charge for these assets is expected to be €1.8 million in 2013 and €2.4 million in 2014.

Depreciation

Depreciation of tangible fixed assets increased to €184k (€96k in H1-2012). The fair value of fixed assets acquired under the acquisition only amounted to €1 million.

Profit before tax ("PBT")

Adjusted profit before tax, that is PBT before exceptional items (€15.1 million) and the amortisation of intangibles acquired under the Sportingbet acquisition, (€0.7 million) increased by 207% to €16.9 million.

Earnings per share

Basic EPS before exceptional items rose 100% from €0.165 to €0.330. Basic EPS was €0.017 (H1 2012: €0.136).

BALANCE SHEET

Acquisition balance sheet

The balance sheet reflects the acquisition of Sportingbet plc in a number of ways.

Firstly was the consideration; this was in the form of the issue of 29,018,075 shares at a price of 233.5 pence per share. At a Sterling/Euro rate of 1.1661 this totaled €79.0 million.

The balance sheet immediately prior to acquisition was in a poor state with €46.8 million of net current liabilities. This was funded by the capital contribution from William Hill PLC of €42.6 million (£36.5 million), and a further loan of €8.0 million.

Fixed assets, were written-down to €0.9 million.

The difference between the consideration (€79.0 million), the fair value of fixed assets (€0.9 million), the negative net current assets (€46.8 million), and the William Hill capital contribution (€42.6million) is €78.8 million of which €76.5 million has been treated as Goodwill and €5.8 million as other intangible assets subject to an amortisation charge.

Since the nominal value of GVC's shares is 1 €cent, the difference between this and the 233.5 pence at which GVC shares were issued has been taken to the Share Premium account.

A summary of the acquisition balance sheet is shown below:

Balance sheet at 30 June 2013

Net current assets have increased by €4.7 million over 30 June 2012, after both the payment of dividends in November 2012 and March 2013 amounting to €6.9 million, and after the incurrence of both deal and restructuring costs of €14.7 million.

Operating now in over 25 different markets, the enlarged GVC Group facilitates its customers in using a variety of payment processing methods. Some of these settle quickly with GVC, others, particularly in B2B and other emerging markets take longer and absorb working capital.

GVC internally reports on these daily and whilst it cannot eliminate payment processor failure, the Group seeks to minimise these risks. Payment processing balances amounted to €17.0 million at 30 June 2013 (30 June 2012: €11.9 million).

GVC inherited a balance on the Accounts Payable ledger of over €15 million. The Board is pleased to report that all suppliers are now paid up to date and in line with their payment terms. The Accounts Payable balances for Sportingbet plc at 30 June 2013 were €3.0 million.

Movements in cash

There was a €11.7million increase in available cash over 30 June 2013. The movements in cash over both 30 June 2012 and 31 December 2012 are shown below:

Cash is either held to support the working capital needs of the business (for example to settle creditors or to provide funds for anticipated player withdrawals), or to provide deposits of suitable quality to the various regulators of GVC's businesses with whom the Group works closely. During the post acquisition period, GVC has increased the value of deposits in segregated bank accounts to demonstrate greater financial credibility to its regulators. These balances now stand at €7.0 million.

Loan from William Hill

GVC had the right to draw-down not less than £12 million from William Hill. In the event, the Group chose to draw-down (and thus only have to repay) a smaller amount, £6.9 million. This loan is repayable in three equal tranches in; December 2014, December 2015 and June 2016. Unless repayments are late, the loan is interest free.

Share Capital and share options

At 1 January 2013, the Company had 31,592,172 ordinary shares in issue. 29,018,075 ordinary shares were issued pursuant to the acquisition of Sportingbet. In the six months to 30 June 2013 a director, Richard Cooper, exercised 106,667 share options granted on 12 December 2008 at £1.26 and in line with his employment agreements has retained these shares. Subsequent to the period end, an employee has exercised 31,513 share options at £1.29.

As at 22 September 2013 the issued share capital was 60,748,427 ordinary shares of €0.01 each.

Details of dividend payment

A dividend of 10.5 €cents per share will be paid on 1 November 2013 to those shareholders on the Register at the close of business on Friday 11 October 2013.

Richard Cooper

Group Finance Director

25 September 2013

CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2013

*restated - see note 1.1 for details

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2013

CONSOLIDATED BALANCE SHEET

As at 30 June 2013

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2013

Attributable to equity holders of the parent company:

All reserves of the Company are distributable, as under The Isle of Man Companies Act 2006, distributions are not governed by reserves but by the Directors undertaking an assessment of the Company's solvency at the time of distribution.

CONSOLIDATED STATEMENT OF CASHFLOWS

for the six months ended 30 June 2013

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

for the six months ended 30 June 2013

1. SIGNIFICANT ACCOUNTING POLICIES

GVC Holdings PLC is a company registered in The Isle of Man and was incorporated on 5 January 2010. It is the successor company of Gaming VC Holdings S.A. and took the assets of Gaming VC Holdings S.A. on 21 May 2010 after formal approval by shareholders. The consolidated financial statements of the Group for the interim period ended 30 June 2013 comprise the Company and its subsidiaries (together referred to as the 'Group').

On the 19 March 2013 the Group completed the acquisition of Sportingbet PLC. Management views the enlarged group as three distinct business lines.

CasinoClub, the principal activity of which is operating online casinos into German speaking markets.

Sportingbet (now incorporating Betboo Latam), whose principal activity is that of operating Business to Consumer ("B2C") online sports betting complimented by online casinos, access to online poker rooms and online bingo.

Business to Business ("B2B"), whose principal activities are to provide a full support service to third party B2C operators.

These interim condensed consolidated financial statements are for the six months ended 30 June 2013. They have been prepared in accordance with IAS 34, Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2012.

The comparative figures for the year ended 31 December 2012 are extracted from GVC Holdings PLC's consolidated financial statements, which are available on the company's website. An unmodified audit opinion was issued on these consolidated financial statements.

The financial statements are presented in the Euro, rounded to the nearest thousand. They are prepared on the historical cost basis.

1.1 Restatements

The Group has made two restatements in the period.

Net Gaming Revenue

Betting duties and similar taxes and charge-backs have been restated to be recognised as a 'Cost of Sale'. 'Net Gaming Revenue' is now measured at the fair value of consideration received or receivable net of promotional bonuses.

Technology costs

Fixed technology costs relating to the provision of sports data have been restated from 'Cost of Sales' to 'Operating Costs'.

The comparative figures for the financial year ending 2012 have been restated as below for these restatements.

2. SEGMENTAL REPORTING

Management currently identifies three distinct business lines, CasinoClub, Sportingbet (now incorporating Betboo Latam) and B2B as operating segments. These operating segments are monitored and strategic decisions are made on the basis of segment operating results.

Management also monitors revenue by geographic location of its customers, monitoring performance in Europe and Latin America.

2.1 Reporting by Segment

* includes the unwinding of the discount on the deferred consideration arising from the acquisition of Betboo

* includes the unwinding of the discount on the deferred consideration arising from the acquisition of Betboo.

* includes the unwinding of the discount on the deferred consideration arising from the acquisition of Betboo.

2.2 Geographical analysis

The Group's revenues and other income from external customers are divided into the following geographic areas:

2.3 Business Line Performance Summary

3. OPERATING COSTS