TV-am is returning to the stock market metamorphosed into a casino

operator owning Crockfords, an internationally renowned casino in

London's Mayfair patronised by the world's high rollers.

The former broadcasting company lost its franchise when GMTV won the

breakfast-time slot in the recent auction. Now it is no more than a

shell company without a listing. Through a reverse takeover it will

become Crockfords. To finance expansion, a share issue is planned at 90p

a share to raise #50m. Before the issue the existing 5p shares will be

consolidated into 25p units.

TV-am said that because of the change in its business, some

shareholders may want to get out and therefore Hambros is offering 90p

per share for up to 2,657,452 existing TV-am shares or up to 20% of the

issued capital.

''The board believes that this acquisition will provide TV-am and its

shareholders with an exciting new business as an alternative to

liquidation,'' TV-am said.

Dealings in the new Crockfords shares will begin on September 1,

assuming Tv-am shareholders give approval to the move at a meeting the

previous day.

Crockfords will start with a market value of around #100m, said Mr

Richard Redmayne, a corporate financier at Smith New Court.

Casinos suffered heavily at the time of the Gulf war when Middle East

customers stayed away. Since then, they have staged a recovery. For the

24 weeks to June 13, Crockfords made a pre-tax profit of #10.9m on

turnover of #23.3m.

Because of the nature of the gaming business, a small group of players

can have a dramatic impact on the performance of a casino and

Crockfords' top ten players have accounted for more than 50% of the

turnover.

The company was acquired by its present management team in March 1989,

backed by a syndicate of venture capital investors led by Montagu

Private Equity.

Crockfords plans to acquire additional London casinos at the middle to

upper end of the market and may also seek suitable casino acquisitions

or start-up opportunities in continental Europe and other overseas

locations where gaming is well regulated.