Worldlink Grp Regulatory News (WGP)

18 Aug 2005 14:30

World Gaming PLC18 August 2005 18 AUGUST 2005 World Gaming Plc ("World Gaming" or "the Company") Conversion of ADRs to CREST Ordinary Shares Background In accordance with the resolutions passed at the EGM of World Gaming plc on 7April 2005, the Company was admitted to the Alternative Investment Market of theLondon Stock Exchange ("AIM") on 17 May 2005. At that time, the Company alsoconducted a fundraising by means of a placement of newly issued Ordinary Sharesof the Company with institutional investors in the United Kingdom ("UK"). ADR holders can continue to trade their ADRs on the NASDAQ Bulletin Board usingthe existing arrangements with the Company's US registrar, Continental Trust &Stock Company ("Continental"). Shareholders that hold Ordinary Shares can tradeonly on AIM and cannot convert their Ordinary Shares to ADRs. The Company's management has now put in place an arrangement whereby ADR holderscan convert some or all of their ADRs to Ordinary Shares and, subject toapplicable securities law, can sell those shares on AIM. This notice outlines that arrangement. Please read it carefully and contact yourlicensed investment advisor or broker for advice in this regard. You also areadvised to consult with your tax advisors with respect to the tax consequencesof any conversion of your ADRs into Ordinary Shares, and with your legaladvisors with respect to compliance with applicable securities and other laws. This notice is not investment advice whether you should or should not convertyour ADRs to Ordinary Shares and is provided for informational purposes only.The Company makes no recommendation as to whether any shareholder should converthis or her ADRs into Ordinary Shares. Nothing herein shall be deemed to alter or amend the terms or conditions of theCompany's American Depositary Receipts or the Deposit Agreement dated March 21,2001 among the Company, Continental and the holders of the Company's ADRs. UK Share trading In the UK, shares of AIM listed companies are traded on an electronic exchangecalled CREST. The operator of CREST ("CRESTCO") does this through matching CRESTelectronic messages, without transfer of physical share certificates (i.e., in ade-materialised form) by an adjustment in the share register by the Company's UKregistrar, Capita Registrars ("Capita") and a payment by the buyer to the sellerthrough CRESTCO and the relevant brokers. The seller of shares instructs his/herUK broker to sell shares through CREST and receives the sale price (lesscommission), and similarly a buyer of shares instructs his/her UK broker to buyshares and pays the relevant price to that broker. Alternatively, ADR holders that choose to cancel their ADRs in exchange forOrdinary Shares of the Company to be traded on AIM may prefer that theirOrdinary Shares be registered by way of paper certificates. There are, however,significant disadvantages in dealing with the shares in paper form. Shareholdersthat hold paper share certificates are unable to trade and settle electronically- in the same way as the wholesale investor - and when they sell they may haveto wait longer to receive the proceeds. Moreover, if those certificates arelost, stolen or destroyed there is a lengthy and often costly route to follow toobtain replacements - during which time the shareholder may be unable to sellthe shares. If a shareholder wishes to deal with his/her shareholding electronically throughCREST he/she will need to notify Continental of his/her broker and their CRESTparticipant ID number and account information so that the Ordinary Shares can beregistered in electronic form. However, before any CREST trading can occur, the ADRs must be converted to CRESTshares held by Capita. Transfer from ADR to CREST The beneficial ADR holder will advise Continental that he/she requests to movehis/her holding to Ordinary Shares by delivering the ADRs via electronicdelivery (DWAC) or physical delivery to be cancelled, completing the form belowand by first paying the transfer fee (see Form 1) to Continental. Continentalthen: (a) instructs their agent in the UK to transfer the Ordinary Shares viaCREST to the holder's broker and (b) then cancels the relevant number of ADRs. No Transfer from CREST to ADR US securities law does not permit the sale in the US of any Ordinary Sharesunless they have been registered or otherwise are exempt from registration.CREST shares are dematerialised and do not permit any identification of wherethe Ordinary Shares were initially created. As a result, once ADRs are convertedto Ordinary Shares, it will not be possible to convert them back to ADRs. Costs Part of the cost to you for this conversion from ADRs to Ordinary Shares is $75per transfer (irrespective of size) payable to Continental, which must bereceived by Continental prior to the conversion being processed. You shouldspeak to your licensed investment advisor or broker to understand all other feesthat may be incurred in this process. US Securities Act Notice The Ordinary Shares issued in connection with the Company's recent placementhave not been registered under the United States Securities Act of 1933 (the"Securities Act") and may not be offered or sold in the United States or to U.S.persons (as such term is defined in Regulation S under the Securities Act)unless the shares are registered under the Securities Act, or an exemption fromthe registration requirements of the Securities Act is available. Enquiries: World Gaming plc Tel. +1 888 883 0833Daniel Moran, Chief Executive Daniel Stewart Securities Tel. 020 7776 6550Ruari McGirr Bishopsgate Communications Limited Tel: 020 7430 1600Maxine BarnesDominic Barretto The Ordinary Shares have not been and will not be registered under the U.S.Securities Act of 1933 (the "Securities Act") and may not be offered or sold inthe United States or to a U.S. person (as such term is defined in Regulations Sunder the Securities Act) absent registration or an applicable exemption fromregistration under the Securities Act. Form 1 World Gaming Plc Conversion of ADRs to CREST shares Continental Stock Transfer & Trust17 Battery Place, 8th FlNew York, NY 10004 Fax: +1 212 616-7616Phone Number +12128453212 Attention Mr. R. Bernhammer Gentlemen: We are requesting that you convert ________ ADRs to Ordinary Shares. We understand that the Ordinary Shares can not be reconverted back to ADRs. The broker submitting the ADRs through the DWAC system submits the following: Broker's name: ______________________________________ Broker's DTC No.: ______________________________________ Number of ADRs: ______________________________________ Upon cancellation of the ADRs please forward the Ordinary Shares to thefollowing broker: Broker Name: ______________________________________ CREST Participant ID: ______________________________________ Shareholder Acct. Number: ______________________________________ I agree to pay Continental the sum of $75 (In Certified Cheque or Bank Draft)for this transfer prior to the transfer being processed, which payment isenclosed herewith. Signature: _____________________________ Name: _____________________________ Address: _____________________________ _____________________________ Phone: _____________________________ Fax: _____________________________ E-mail: _____________________________ Date: _____________________________ This information is provided by RNS The company news service from the London Stock Exchange