Letter to Shareholders

RNS Number:0952H
Betcorp Limited
01 August 2006


                                BETCORP LIMITED

                            ("BCL" or the "Company")

                             Letter To Shareholders


The following is the text of a letter mailed to BCL shareholders on 31 July
2006.

SHAREHOLDERS WHO ALREADY HOLD SHARES UNDER BETCORP'S UK SUB REGISTER (FOR
TRADING ON AIM) DO NOT NEED TO TAKE ANY ACTION IN RELATION TO THIS LETTER



31 July 2006


Dear Shareholder

DELISTING OF BETCORP LIMITED FROM ASX

The shares of Betcorp Limited may currently be traded on both the Australian
Stock Exchange (ASX) and AIM, a market operated by London Stock Exchange plc,
(AIM).

On 12 July 2006, the Company announced that it had received the consent of the
ASX to be removed from the Official List of the ASX with effect from 31 October
2006. From this date, the Company's shares will be traded only on AIM.

The directors of BCL (Board) believe that this step will maximise shareholder
value by aligning the Company's future capital raising activities with its long
term northern hemisphere management, strategy and business.

Accordingly, the Board encourages all shareholders to transfer their
shareholdings to AIM. To facilitate this, the Company has appointed Patersons
Securities Limited (Patersons), Australian stockbrokers, to oversee and manage
this process in an orderly manner. Patersons will work with each shareholder
individually to effect the transfer.

BCL's shares will continue to trade on AIM uninterrupted. The reasons for
delisting from ASX and the impact on shareholders are set out in this letter.

Background

Since its readmission to ASX in January 2003, BCL has sold its loss making
Australian operation (Sportsbet Pty Limited) and moved its head office from
Sydney to Antigua. Its operations are now conducted from its corporate head
office in Antigua and from its IT and marketing office in Toronto. Except for
two Australian resident non-executive directors, it no longer has any physical
presence in Australia.

During the first half of 2006, the Company has introduced a European facing
brand offering multi-currency account options and payment processing. A UK
subsidiary has been granted a UK Bookmakers Permit. The Company expects to
pursue further UK licensing and European business development opportunities when
the UK Gambling Act 2005 is implemented in 2007.

Over the last two years, the London financial market has continued to reinforce
its position as the global centre of institutional interest in the online gaming
sector. There are now more than 20 gaming companies listed on the main and
secondary markets of the London Stock Exchange and the sector is widely covered
and understood by institutional analysts.

AIM was established in 1995 as the London Stock Exchange's global market for
growing companies. As at 30 June 2006, it had 1,549 entities listed with a
market capitalisation of GBP73.6 billion.

The Company's shares commenced trading on AIM on 17 March 2006 and shortly
thereafter, the Company raised GBP3.6 million at GBP2.25 per share, 83% of which
was from UK institutions.


Why is the Company delisting from ASX?

The Board believes that the interests of all shareholders will be enhanced by
de-listing from the Australian Stock Exchange and moving the Company's primary
listing from Australia to the UK. The principal reasons are as follows.

   *There is insufficient liquidity in the Company's shares to support the
    maintenance of two stock exchange listings and the costs of doing so are
    excessive for a company of this size.
   *The ASX and AIM trading hours result in 'overnight' price movements which
    have caused a degree of discontent in both markets. The Board has been
    advised that this has contributed to BCL trading at a discount to its AIM
    listed peers in the UK.
   *There has been arbitraging between prices quoted on ASX and on AIM. This
    has resulted in a degree of short-term volatility in the share price.
   *Currently, circa 47% of the total issued share capital of BCL is held
    outside Australia.
   *It is expected that when the Company is solely traded on AIM, it will be
    viewed and valued as one of a peer group of online gaming stocks already
    traded on AIM.
   *BCL's connection with Australia is now minimal and accordingly, its
    listing on ASX less relevant.
   *All BCL's businesses are conducted and located in the northern
    hemisphere. Its headquarters are in Antigua and, with the exception of two
    Australian resident non-executive directors, it has no physical presence in
    Australia.
   *The dual listing absorbs considerable management time and resources to
    comply with the different regulations of AIM and ASX and puts BCL at a
    competitive disadvantage to its London listed peer group. A direct benefit
    of the delisting will be a reduction in legal, regulatory, compliance,
    administrative and travel costs incurred in maintaining the ASX listing.
   *It is likely that future expansions of BCL's operations will occur
    outside Australia and future capital raisings to fund the expansions will be
    conducted in the UK.
   *There is little broker, investor and media interest in the online gaming
    sector in Australia, especially compared to the coverage in the UK where
    there are some 15 stockbroker analysts covering the sector.
   *There has been no Australian broker research on BCL since March 2004.
    Brokers in Australia have indicated that BCL will not be valued at the
    multiples of its London-listed peer group because the online gaming sector
    in Australia is too small. These factors are likely to have impacted on the
    liquidity of BCL shares and may explain the low level of interest in BCL by
    Australian institutions.

How will this impact on the Company and its shareholders?

After the Company's removal from the ASX Official List:

   * Shareholders will continue to be able to trade their shares on AIM.
   * The Company will remain incorporated in Australia and be subject to
     Australian law, in particular the Corporations Act 2001 (Corporations Act).
   * Financial statements will continue to be prepared under AIFRS in line
     with all other Australian public companies.
   * There will no longer be disclosures to the ASX. Ongoing avenues for
     disclosure will include:
           
     (i)   London Stock Exchange (www.londonstockexchange.com);

     (ii)  Australian Securities and Investments Commission (www.asic.gov.au);
     
     (iii) Company's website (www.betcorp.com.au or www.betcorpplc.com); and
          
     (iv)  direct communication with the Company for paper copies of all
           announcements and financial reports; and

   * Market price information will be available through:
           
     (i)   www.londonstockexchange.com;

     (ii)  UK newspapers including Financial Times; and
           
     (iii) Financial websites including:
           http://uk.finance.yahoo.com
           www.bloomberg.com
           http://investing.reuters.co.uk/stocks
           http://www.ft.com
           but not from Australian newspapers.

Even though the Company will no longer be subject to ASX listing rules it will
be bound by the continuous disclosure rules of the Corporations Act and the AIM
Rules.

Of significance are the disclosure requirements of Section 675 of the
Corporations Act which require that if a Company becomes aware of information
that is not generally available and that a reasonable person would expect to
have a material effect on the value of the securities of the Company, that
information must be provided to ASIC.

Also Rule 11 of the AIM Rules provides that a Company must issue notification,
without delay, of any developments which are not public knowledge and that if
made public, would be likely to lead to a substantial movement in the price of
the securities of that Company.

The Company currently posts all ASX/AIM announcements on its corporate website.
Following its removal from the ASX, the Company will continue to post all
relevant AIM/ASIC notices on its website.

What are the tax implications?

In order to enable shareholders to hold and transfer interests in the Company's
shares through the UK settlement system, CREST, BCL set up a depositary interest
arrangement when it was admitted to AIM earlier this year. Dealings in CREST in
the depositary interests (DIs) representing the underlying shares in BCL are not
currently subject to stamp duty reserve tax. When the Company's shares are
removed from the Official List of the ASX, dealings in the DIs in CREST will
become subject to stamp duty reserve tax, which is currently 0.5 per cent.
rounded up to the nearest #5.

Whilst the de-listing from the ASX results in the loss of the exemption from
stamp duty reserve tax for the DIs, this simply puts the Company on the same
standing as other non-UK companies that have depositary interests and are only
listed on AIM. It is also the same position as for all UK incorporated companies
listed on AIM, whose shares are subject to stamp duty reserve tax when
transferred through CREST.

Other than the requirement to pay stamp duty reserve tax on dealings in CREST in
the DIs, the Company understands that there are no adverse tax implications for
Australian resident shareholders of the Company ceasing to be listed on ASX, and
further, there are no adverse tax implications for UK residents holding BCL
shares. The Company recommends however that shareholders seek independent tax
advice.

How will shareholders deal in their shares?

The Company has been advised that Australian shareholders will be able to trade
shares in the Company via a number of Australian brokers that have relationships
with AIM designated brokers. Alternatively, shareholders can contact one of the
members of the London Stock Exchange who are AIM designated brokers who will be
able to facilitate trading of their shares on AIM.

To assist shareholders in this process, the Company has entered into an
arrangement with Patersons, Australian stockbrokers, who have agreed to
facilitate the transfer/trading of shares on AIM. The contacts at Patersons are:

Sandra Burton      Tel +61 8 9263 1201      Email sburton@psl.com.au
Jane Irwin         Tel +61 8 9263 1193      Email jirwin@psl.com.au

The Company is confident that the transition to AIM will be a smooth process and
encourages all shareholders to continue to hold their shares and benefit from
the future growth of the Group.

Yours sincerely


DAVID HUDD
Chairman




                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
MSCFGGGRRMZGVZM
Betcorp (LSE:BCL)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024