- New holding company (“New Unibet”) established in Malta where the principal trading activities of the Group are based - Shares and SDRs in Unibet Group plc to be exchanged for Shares and SDRs in New Unibet, with the Group continuing to be listed on the OMX Nordic list. - EGM to be held on 17 October 2006, with the new structure expected to become effective at the close of business on 1 November 2006
The Board of Directors of Unibet proposes a review of the group structure, driven by a new Maltese holding company. In recognition of the fact that the Maltese operations are now at the centre of the Unibet Group’s current activities and future expansion plans, Unibet has concluded that its business would be better served with a Maltese holding company. Three principal factors influenced this decision: • In May 2004 Malta joined the EU and consequently harmonised its corporate and legal frameworks with the EU directives, while Malta has in recent years transformed itself into a recognised centre of excellence in the gaming industry, characterised by easy access to regulatory decision-makers and a fast decision-making process. • Following its listing on the Stockholm Stock Exchange, Unibet is unlikely to require access the London capital markets. • In August 2005, Unibet completed the acquisition of Global Leisure Partners Limited [“GLP”], known as MrBookmaker, a Maltese Group with operations based in Malta. The majority of Unibet’s revenues are therefore derived from activities based in Malta, providing services to customers primarily located in Continental Europe. The Board proposes this new structure will be implemented by the insertion of New Unibet as the new holding company for the Unibet Group by means of a Scheme of Arrangement under section 425 of the UK Companies Act. Under the Scheme, Unibet SDR Holders at the Scheme Record Time will receive one New Unibet SDR, in exchange for every one Unibet SDR held. The rights and protections of New Unibet SDR Holders will be materially the same as those that currently exist for Unibet SDR Holders, including the listing of New Unibet SDRs on Stockholmsbörsen (Stockholm Stock Exchange). Immediately upon the Scheme becoming effective, New Unibet will change its name to "Unibet Group plc" and the current holding company will be renamed UGP plc. The new holding company will have the same Board, management and corporate governance as the current holding company. As a consequence of these proposals, New Unibet will also benefit from the favourable tax environment in Malta. EGM on 17 October 2006 The Scheme requires approval at a Court Meeting in London on 17 October and an Extraordinary General meeting on the same date. In addition to the EGM approval, the Scheme will be conditional upon the sanction of the Scheme by the High Court. A Scheme Circular in English, describing the Board’s proposals in detail, is being posted to all SDR holders registered in the VPC register. The Circular is also available in English and Swedish at Unibet’s website www.unibetgroupplc.com.