Acquisition

World Gaming PLC
25 October 2005


PRESS RELEASE                                                    25 OCTOBER 2005

                                WORLD GAMING PLC
                        ('World Gaming' or 'the Company')
                                        
                  Acquisition and suspension of trading on AIM

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:

Description                         Due                 $m
                                                        Example

First Payment
Cash Only                           On completion       54.0

Second Payment - 6 x Full Year 2005
PBT less First Payment (to a
maximum of $16m) less holdback for
Third Payment

Cash                                January 7, 2006     10.8
Shares                              January 7, 2006     21.6

Third Payment - 10 per cent
Holdback of Total Consideration

Cash                                October 7, 2006     7.2
Shares                              October 7, 2006     2.4
                                                        96.0

The second and third payments will be paid into escrow during the fourth quarter
of 2005 and the first quarter of 2006, pending verification of the 2005 PBT.

   • The third payment shall become payable seven days after the first
    anniversary of the Effective Date subject to no warranties having been
    breached by the vendors and any adjustments having been required for
    calendar 2005 full year audit. In the event of a dispute, both parties will
    agree on an independent expert to resolve the disputed portion in a manner
    binding on both parties.

The terms of the acquisition require that the vendors shareholding in World
Gaming shall not exceed 29.9 per cent at any time. The Consideration Shares
issued to the vendors will be at the same price as the equity fund-raising which
is expected to be carried out in conjunction with the acquisition, and will be
subject to lock-up arrangements.

In the event that the conditions upon which the transaction is conditional are
not met by 14 December 2005 or, any later date mutually agreed, World Gaming
shall be liable to pay the vendors costs in relation to the transaction not
exceeding £500,000.

BACKGROUND TO THE TRANSACTION

Following the initial admission to AIM in May 2005, the World Gaming Group has
continued to implement its strategy of growing revenues within the existing
licensing business. In addition, following the World Gaming Group's commitment
to pursue new licensing opportunities, World Gaming has announced a number of
new licensing deals, which it believes will provide growth in revenue in future
periods. The World Gaming Group is committed to remain a key licensor of gaming
software within this sector.

As the gaming software, the hosting facilities and key supplier relationships
already exist within the World Gaming Group, it is believed that entering the
business of operations, as well as being a key supplier to the sector will
provide greater utilization of the World Gaming Group's assets.

The SPORTSBETTING.COM GROUP makes use of an extensive list of URLs and a number
of Internet based gaming brands (including www.sportsbetting.com,
www.racebook.com and www.win4real.com) which, together with associated trade
marks, form part of the acquired assets. 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 SPORTSBETTING.COM GROUP turnover has grown significantly since its inception
and industry estimates predict strong growth in the sector to continue. The
Directors believe that the SPORTSBETTING.COM GROUP's ability to offer a single
platform on which users can place bets across sports, casino, horse racing and
poker together with strong branding and marketing expertise has positioned the
SPORTSBETTING.COM GROUP to participate vigorously in this growth. The Directors
further believe that the SPORTSBETTING.COM GROUP's marketing focus on customer
acquisition and retention strategies has further added to the value of the
business through building a profitable database of recreational players. The
Directors believe that the SPORTSBETTING.COM GROUP's URLs have been integral to
its success. The SPORTSBETTING.COM GROUP is currently the World Gaming Group's
largest licensee and all of its operations other than marketing are carried out,
managed, or sub-licensed by the World Gaming Group, therefore the World Gaming
Group believes that the combination of the businesses is expected to be
relatively straightforward.

The key strengths of the World Gaming Group, which were outlined at the time of
initial admission to AIM in May 2005, are:
• experienced and respected management team;
• cash generative, profitable and growing;
• established, widely used and highly reliable gaming software and
infrastructure;
• excellent record for processing high volumes of transactions;
• flexible product offering for licensees;
• track record as provider to the industry leader;
• low cost and short timescale set up for new licensees; and
• expansion opportunities including potential acquisitions.
The World Gaming Group believes that these key strengths will be enhanced
significantly through the acquisition.


REASONS FOR THE ACQUISITION

The core of the current management team was established in 2003 with the
immediate objective to stabilise the Group's operations and achieve
profitability within the gaming software licensing business. Having met these
immediate objectives, the Directors began to focus on leveraging key assets
including the gaming software itself, the intellectual property and the
associated infrastructure. Each of these establishes a strong platform to
achieving the objective of moving up the industry value chain by taking
ownership of the underlying customer database. This will allow the World Gaming
Group to earn all of the revenue, or net win, on each gambling transaction as
opposed to a percentage of revenue under existing licensing models.

INFORMATION ON THE SPORTSBETTING GROUP

The SPORTSBETTING.COM GROUP has established a number of key Internet based
gaming brands since its inception in September 1999. Its flagship domain is
www.sportsbetting.com and its other primary sites are 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 SPORTSBETTING.COM GROUP also includes certain other domain names and the
customer database. World Gaming provides software and associated infrastructure
requirements from its gaming servers in its secure leased facility in Antigua.
In addition, World Gaming facilitates critical third party relationships for
transaction processing, customer service and risk management. At present only
the marketing and hosting of the front end websites used for marketing is
outside the control of World Gaming. As part of the Acquisition, marketing
activity that has been carried out by and on behalf of the Sportsbetting.com
Group since its inception will be performed by the World Gaming Group. The
performance of these activities will be assisted through key marketing
relationships that were in existence prior to the proposed Acquisition and
previously used by the vendors.

The SPORTSBETTING.COM GROUP and its associated assets have grown significantly
in the six-year period since its inception. The Directors believe that the
SPORTSBETTING.COM GROUP's URLs, particularly www.sportsbetting.com, have been
integral to its success. Another key driver of growth has been the affiliate
programs, which have been run by the SPORTSBETTING.COM GROUP whereby other
websites drive traffic to its own websites in return for a portion of the
revenues derived from those customers. The SPORTSBETTING.COM GROUP also makes
extensive use of on-line and off-line advertising as well as using competitions,
print advertising, physical mail-outs, advertising at events and customer
loyalty programs. The Directors believe that the growth of the business in this
period demonstrates the success of the marketing techniques employed and
scalability of the SPORTSBETTING.COM GROUP's operating model.

With the strength of the SPORTSBETTING.COM GROUP's brands, the Directors believe
there is an opportunity to target other geographic regions, which will increase
revenues, diversify risk and reduce the seasonality, which exists due to the
sports seasons in the United States. The addition of non-event reliant products
such as poker will further mitigate seasonal demand.

The SPORTSBETTING.COM GROUP experiences competition from a number of sources,
however, the Directors believe that the Internet Gaming market is fragmented and
is growing sufficiently quickly that no individual business represents a current
and material commercial threat. As the market matures, however, the Directors
believe there will be increased competitive pressures and consolidation within
the industry. The Directors believe that the Enlarged Group has sufficiently
strong operations and management to operate successfully in this environment and
to take advantage of consolidation and the opportunities presented.

SUSPENSION OF SHARES IN THE U.S.

Once the AIM trading suspension becomes effective, World Gaming's American
Depositary Receipts ('ADRs') - which trade on the Over the Counter Bulletin
Board - may become subject to a five-day trading halt initiated by the NASD
pursuant to Rule 6545. World Gaming understands that any such NASD trading halt
would be subject to a five-day maximum duration. World Gaming further
understands that if the NASD were to require a full five-day trading halt,
trading in the ADRs could not resume until such time as World Gaming's market
makers were able to comply with applicable NASD and the U.S. Securities and
Exchange Commission rules which apply once a security has been subject to such a
trading halt.

Commenting on the proposed acquisition, Daniel Moran, Chief Executive of World
Gaming, said:

'The acquisition represents the World Gaming Group's first step into Internet
gaming operations in its core markets of sports betting, horse racing, casino
and poker. Our existing business and assets combined with those of the
SPORTSBETTING.COM GROUP represent a robust platform from which we can continue
with our strategy to grow and become a leading consolidator in the industry. We
believe that this transaction better positions the Group to target global
markets which will increase revenues and diversify risk'.

Enquiries:

World Gaming plc Tel. [phone]
Daniel Moran, Chief Executive

Daniel Stewart & Company Tel. [phone]
Ruari McGirr

Bishopsgate Communications Limited                                              Tel: [phone]
Maxine Barnes
Dominic Barretto

U.S. SECURITIES ACT NOTICE

The ordinary shares to be issued in connection with the proposed transaction or
the related equity offering have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be
offered or sold in the United States or to, or for the account or benefit of, a
U.S. person (as such term is defined in Regulations S under the Securities Act)
absent registration or an applicable exemption from registration under the
Securities Act.

ABOUT THE WORLD GAMING GROUP
World Gaming is a UK based holding company whose subsidiaries participate in
I-gaming software and e-business. The World Gaming Group is an international
developer, licensor, and provider of online gaming products, including casino,
sportsbook, and pari-mutuel betting. For more information about the World Gaming
Group, visit its main website at www.worldgamingplc.co.uk.
Interactive Systems Inc., a subsidiary of World Gaming is incorporated and
operating out of Antigua, licenses its gaming software to third parties for an
initial licensing fee and monthly royalties. Alea Software Inc., in
participation with the World Gaming Group develops gaming software and web
pages.




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