The Spin Palace Group

4/5/2022

In our Spin Palace online casino review, we are going to show you what this casino has in store for you, and why it’s one of the most popular casinos. As a member of the Palace Group of online casinos, the Spin Casino is operated by the Bayton Ltd, which is a company registered in Malta, and it. Powered by Microgaming, which brings cutting edge technology and rich interface features, and a part of one of the largest and the most popular poker networks worldwide – Microgaming poker network, Spin Palace Poker provides its users with the most popular variants of their favorite game: Texas Hold’em, Omaha, Omaha Hi-Lo, 5 Card Draw, 5 Card Stud, 7 Card Stud and Razz, as well as Blaze Poker and a.

Powered by Microgaming, which brings cutting edge technology and rich interface features, and a part of one of the largest and the most popular poker networks worldwide – Microgaming poker network, Spin Palace Poker provides its users with the most popular variants of their favorite game: Texas Hold’em, Omaha, Omaha Hi-Lo, 5 Card Draw, 5 Card Stud, 7 Card Stud and Razz, as well as Blaze Poker and a wide range of Sit & Go and scheduled tournaments. In addition to poker, the players can enjoy playing their favorite casino games as well directly from the poker suite; the offer includes table games such as roulette, blackjack, baccarat and sic bo, slot machines and video poker, and the most popular Microgaming’s progressive jackpot games such as Cash Splash, Mega Moolah and Major Millions.

Poker Name: Spin Palace Poker
Group: The Palace Group
Portal: Spin Palace
Software Poker: Microgaming
Poker Network: Microgaming Network

The poker software has to be downloaded, but it’s easy to install and use and the prospective customers need only to register an account in order to start playing – there is a range of free poker games for all users to enjoy. In order to play casino games and poker for real money though, the players will need to fund their accounts, and Spin Palace Poker strives to provide all new users with the best start possible by offering them a rewarding start up bonus.

Deposit Options: Citadel Click2Pay ClickAndBuy eCheck Ecocard Entropay Ezipay Instadebit Mastercard Moneybookers (Skrill) Neteller Paypal Ukash Visa
Withdrawal Options: Citadel Click2Pay Ecocard Entropay Ezipay Moneybookers (Skrill) Neteller Paypal Visa
Software Languages: English
Account Currencies: EUR USD

At Spin Palace Poker when you reach 1000 Welcome Points, you’ll automatically be credited with $50 into your account. Players receive 1 or 2 points for every $1 paid in rake, depending on the table limits.

Restricted Countries / Regions

As far as we know, players residing in the following countries/regions are not allowed to claim any bonuses or play for real money: China, France, Hong Kong, Israel, Puerto Rico, South Africa, Taiwan, Turkey and the USA are not allowed to claim any bonuses or play for real money.

Please use the comment section at the bottom of this page if you reside in a country/region not mentioned by us and are unable to claim the bonus or are restricted from playing at this Poker Room.

No Deposit Bonus: –
First Deposit Bonus: 250%
Wagering Requirement: 10 / 20 x rake
Bonus Code: No code required

FAIRGROUND GAMING HOLDINGS PLC (“Fairground Gaming” or “the Company”)
ACQUISITION OF THE SPIN PALACE GROUP AND SUSPENSION OF TRADING ON AIM

The Directors of Fairground Gaming (“Directors”) are pleased to announce that

the Company has entered into a conditional purchase agreement to acquire all of

the online gaming businesses and subsidiaries, which collectively form The Spin

Palace Group (“the Acquisition”) from Roundit Limited, (“the Vendor”), for a

maximum consideration of US$66m.

Highlights:

· The Acquisition is the first by Fairground Gaming since admission to AIM in

October 2005, is in line with the Company’s strategy and is conditional on

re-admission to trading of the enlarged issued share capital;

· The Spin Palace Group comprises two recently combined businesses, Spin

Palace and Piggs Casino, and is a licensed online casino and poker group

offering over 200 different games to a global customer base;

· Core domains include www.spinpalace.com, www.rubyfortune.com and

www.piggscasinos.com;

· The technology platform of the Acquisition is underpinned by Microgaming

considered by the Directors to be the leading provider of software to

online casinos;

· Scope for further integration and exploitation of new products;

· Existing management teams and staff to remain with the enlarged group

on completion of the Acquisition;

· Acquisition incorporates a marketing business and scalable call centre to

which the Vendor previously outsourced these functions as well as an

award-winning affiliate programme;

· Initial consideration of approximately US$46m, consisting of US$10m cash

payment from existing Fairground Gaming resources with the remainder

being satisfied through the issue of ordinary shares in Fairground Gaming

(“Ordinary Shares”) and warrants over Ordinary Shares (“Warrants”) in

Fairground Gaming;

· Further earnout consideration payable of up to US$20m, dependent upon

the EBITDA of The Spin Palace Group for the year to 31 December 2006;

and

· The Acquisition constitutes a reverse takeover for the purposes of the AIM

Rules and accordingly the Directors have requested that Fairground

Gaming’s shares be suspended from trading on AIM with immediate effect

until such time as an AIM admission document is published.

Commenting on the proposed Acquisition, Evan Hoff, Chief Executive of

Fairground Gaming, said: “The Spin Palace Group will be the cornerstone in the

execution of Fairground Gaming’s consolidation strategy. Both Spin Palace

and Piggs Casino are well managed and cash generative businesses and,

combined, we believe they have the potential to be scaled upwards to enhance

future revenues of the Company. We look forward to working with

management in growing the business and seeking

out complementary acquisitions that will assist us in achieving further scale and

product and geographic diversification. We look forward to providing further

information to investors in due course.”

Introduction

The acquisition of The Spin Palace Group, which is conditional on readmission of

the enlarged issued share capital of Fairground Gaming to AIM, is in line with the

Company’s stated strategy to take advantage of the trend for consolidation

within the online gaming sector in order to build a diversified portfolio of

online gaming businesses through a combination of strategic acquisitions

accompanied by subsequent organic growth.

The Spin Palace Group, first incorporated in 2001, is a licensed online casino and

poker group that possesses a global and diversified customer base. The Spin

Palace Group offers to its customers over 200 different online casino and poker

games. The Acquisition brings to Fairground a marketing and scalable call centre

capability as well as an award-winning affiliate programme. The principal online

gaming sites of The Spin Palace Group are www.spinpalace.com,

www.rubyfortune.com and www.piggscasinos.com.

The technology software to operate and develop the online casino and poker

games is supplied through an agreement with Microgaming.

The Acquisition constitutes a reverse takeover of Fairground Gaming under the

AIM Rules and therefore, in accordance with these rules, the Directors have

requested that the Ordinary Shares be suspended from trading on AIM with

immediate effect until such time as the Company publishes an AIM admission

document. It is anticipated that the AIM admission document, which will include

a notice convening an extraordinary general meeting (“EGM”) of shareholders at

which resolutions (“Resolutions”) will be proposed, inter alia, to approve, the

Acquisition, will be published during May 2006.

Upon the Resolutions being passed at the EGM (or any adjournment thereof).

Fairground Gaming intends to apply for the enlarged issued and to be issued

share capital to be admitted to trading on AIM subject to certain conditions being

satisfied. Dealings on AIM in the enlarged issued share capital should commence

as soon as practicable following the conclusion of the EGM. If the conditions of

the Acquisition are not satisfied, dealings in the existing Ordinary Shares will

resume trading on AIM as soon as practicable thereafter.

Terms of the Acquisition

Fairground Gaming, through its wholly owned subsidiary, FGH Acquisitions (Spin)

Limited, has conditionally agreed to acquire from the Vendor all of its online

gaming businesses and subsidiaries. The Acquisition has an effective date of 1st

January 2006, which is the date from which all revenues and costs, assets and

liabilities will accrue to Fairground Gaming. In accordance with normal accounting

practice however, the profit and loss accounts of the enlarged group will only

recognise income and expenditure of The Spin Palace Group from the date of

completion.

The maximum consideration payable to the Vendor under the terms of the

agreement is US$66 million. If the earnout target of US$9.8 million of earnings

before interest, tax, depreciation and amortisation (“EBITDA”) of The Spin Palace

Group for the year ending 31 December 2006 is achieved, the consideration paid

would represent an overall multiple of 6.7 times EBITDA.

The consideration is to be satisfied as follows:

· an initial consideration of approximately US$46 million equating to 8 times

the Spin Palace Group’s audited EBITDA for the year ended 31 December

2005 to be satisfied as to US$10 million in cash from existing resources

with the remainder being satisfied through the issue of Ordinary Shares

and Warrants; and

· a deferred consideration of up to US$20 million calculated on a sliding

multiple applied to The Spin Palace Group’s audited EBITDA for the year

ending 31 December 2006 to be satisfied as to not less than 25 per cent.

but not more than 50 per cent. in cash with the remainder to be satisfied

by either Ordinary Shares, Warrants and debt or a combination thereof.

Ordinary Shares to be issued to the Vendor as part of the initial consideration will

be issued at 75 pence per share and will be subject to lock-up and orderly market

arrangements. The Ordinary Shares to be issued to the Vendor as part of the

deferred consideration will be issued at a price per share equivalent to the lesser

of the average of the closing mid-market price Ordinary Shares from October to

December 2006 and the average of the closing mid-market price of the Ordinary

Shares in the 7 trading days prior to 31 December 2006 and will also be subject

to lock-up and orderly market arrangements.

The terms of the Acquisition require that the issue of Ordinary Shares to the

Vendor shall not result in the Vendor’s aggregate shareholding in Fairground

Gaming exceeding 29.9 per cent. of Fairground Gaming’s issued ordinary share

capital from time to time (the “Cap”). If the issue of Ordinary Shares pursuant to

the initial consideration or the deferred consideration would result in the Vendor’s

shareholding exceeding the Cap, then the Vendor shall receive in lieu thereof

such number of Warrants as would equal the number of Ordinary Shares that the

Vendor is entitled to receive. The exercise price for the Warrants is nil and all the

Ordinary Shares shall be issued fully paid. The Warrants are therefore exercisable

by the Vendor as the issued share capital of Fairground Gaming is enlarged

following further acquisitions and/or fundraisings.

Background to the Transaction

The stated strategy of the Company is to take advantage of the trend for

consolidation within the online gaming sector in order to build a portfolio of

online gaming businesses. The online gaming sector is highly fragmented

where only the major operators enjoy significant scale or brand recognition.

Against this background, the Directors believe that the operating model of

many companies within the online gaming sector is highly scalable providing

opportunities for greater efficiency cost savings upon consolidation.

The Directors consider that the Acquisition represents the first step in

implementing the Company’s strategy. Through the operation of online casinos

and online poker, the Acquisition generates two distinct lines of revenue and

sources of profit. The Spin Palace Group has achieved levels of organic revenue

growth comparable to other online gaming competitors and has implemented high

quality operating and management information systems.

The Spin Palace Group has a suite of management information systems, which

the Directors believe will help facilitate the integration of the Acquisition with

other future acquisitions.

As well as being fragmented, the online gaming sector is currently recording

substantial annual rates of growth. As the sector matures, the quality of the

brands offered by operators as well as their presence in the marketplace will be

crucial in determining those, which are successful. The Spin Palace Group

possesses several key brands through its online domains including

www.spinpalace.com, www.rubyfortune.com and www.piggscasinos.com,

highlighting the attractiveness of the Acquisition to the Company.

Information on The Spin Palace Group

The Spin Palace Group is a licensed online casino and poker group, which

possesses a global and diversified customer base. Unaudited management

accounts demonstrate that in 2004, The Spin Palace Group recorded an unaudited

Net Win (the difference between amounts wagered by active players and the

amounts paid out to active players minus bonuses paid out) of US$19.2 million in

2004 rising to US$29.9 million in 2005. The Spin Palace Group had approximately

9,300 active casino players (players who are playing for money) in March 2006

compared to 3,380 active players in March 2004 representing an annual

compound growth rate of 65%. The Spin Palace Group had approximately

2,100 active poker players (players who are playing for money) in March 2006

compared to less than 500 in March 2004 representing an annual compound

growth rate of 104%.

Approximately 97% of the Net Win revenue in 2005 was generated through the

online casino activities, which includes slots, roulette, baccarat and blackjack.

Net Win revenues from Poker accounted for the remainder.

The Spin Palace Group offers its customers (who may use either a download or a

flash version of the software) over 200 different online casino and poker games.

The number of games offered by The Spin Palace Group is a key strength, helping

to maintain the number of active players using the websites.

The Spin Palace Group is also a member of the Microgaming Prima Poker

network, which provides a network of players with the ability to play poker online

against other poker players (www.primapoker.com).

The Directors of Fairground Gaming consider that the technological and

operational infrastructure, which underpins the operations of The Spin Palace

Group is highly scalable, thus allowing for significant economies of scale as

Fairground Gaming seeks to achieve both organic growth and growth through

strategic acquisitions. The Company also intends to make effective use of crossmarketing

opportunities between the online gaming sites.

The Spin Palace Group collectively comprises two separate businesses, Spin

Palace and Piggs Casino, which are both licensed by the Kahnawake Gaming

Commission in Canada’s independent Mohawk Territory of Kahnawake.

Current Trading

The latest management accounts of The Spin Palace Group indicate an unaudited

Net Win of US$9.7 million in Q1 2006, against US$7.8 million in Q4 2005,

representing quarter on quarter growth of 24%. Casino Net Win was US$9.4m

(US$7.6m in Q4 2005) and poker Net Win was US$0.34 million (US$0.28 million

in Q4 2005), representing growth of 24% and 21% respectively. Overall, Net

Win in Q1 2006 was 33% ahead of Net Win in Q1 2005, comprising growth in

casino Net Win of 30% and poker Net Win of 162%.

Spin Palace

The primary domains of Spin Palace are detailed below:

· Spin Palace Casino (www.spinpalace.com)

The Spin Palace Grouping

· Ruby Fortune Casino (www.rubyfortune.com)

· Spin Palace Poker (www.spinpalacepoker.com)

The flagship brand of Spin Palace is the Spin Palace Casino, which offers both

online casino and poker gaming comprising of over 173 games, including 19

progressive jackpots.

The secondary brand of Spin Palace is the Ruby Fortune Casino, which amongst

other objectives, is designed to appeal to the female customer segment of the

online gaming sector.

The Spin Palace Casino was awarded “Best New Casino” in 2002 from

Casinomeister, an independent body recognised in the online gaming industry as

an advocate for players. In 2002, it also won several awards from “Gambling

Online Magazine” based on readers’ polls. Ruby Fortune Casino was also given an

honourable mention by the “Gambling Online Magazine” in the 2005 award for

Spin Palace Nz

the online gaming websites, a direct response to the tendency for customers to

The Spin Palace Group Weston

switch between websites.

Piggs Casino is accredited by the self-regulating industry body, eCogra (“ECommerce

and Online Gaming Regulation Assurance”) and has been awarded

Spin Palace Canada

eCogra’s players seal of approval.

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