Acquisition Update

Empire Online Limited
13 September 2005


            Empire Online Limited ('Empire Online' or 'the Company')


Acquisition update


On 1 August 2005, Empire Online announced that it had conditionally agreed,
subject to due diligence, to acquire the business and certain assets of Club
Dice on-line gaming platforms ('Club Dice') from Crown Solutions Gaming Limited
and Uniplay International Limited  ('the Acquisition'). The Company announces
that, following its satisfactory due diligence, it has today completed the
Acquisition. Club Dice utilises Playtech Limited software under license.


Established in 2001, Club Dice comprises three casino brands and one bingo
brand:


  •          Club Dice Casino,
  •          MonacoGold Casino,
  •          Carnival Casino and
  •          YouBingo.


The Club Dice database currently comprises over 75,000 registered real money
customers. The Acquisition comprises, inter alia, the player database, certain
intellectual property, and a license to operate Playtech Limited software across
the four platforms.


Club Dice has seen substantial recent growth in revenues, profits and new sign
ups. The consideration for the acquisition, payable in cash, is the aggregate of
(i) US$5 million which was paid on 22 August 2005; (ii) US$22 million payable on
completion of the Acquisition; and (iii) the balance which will be deferred
consideration payable based on the profitability of the business between 1
August and 31 December 2005. This final amount is currently expected to be
approximately US$13 million and is payable in eight monthly instalments, the
first instalment being paid one month from completion of the Acquisition. As
announced on 1 August 2005, the Directors expect this to represent a net income
multiple at a significant discount to Empire Online's current price to earnings
(PER) ratio.


In the year ended 31 December 2004, the assets the subject of the transaction
would have contributed net profit of approximately US$2.7 million to Empire
Online and, in the six months ended 30 June 2005, would have contributed net
profit of approximately US$2.4 million to the Company.  The Directors are
intending to invest in the re-launch of Club Dice in order to increase its
revenue in the future.


Trading update


Empire Online trading has been good during the recent months with a level of
activity and performance in line with the Company's expectations.




Enquiries:

Citigate Dewe Rogerson                         [phone]
Simon Rigby / Sarah Gestetner










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