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UKGC – Industry warning notice: use of non-disclosure clauses (NDAs)
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“We have become aware that some licensees have been including non-disclosure clauses within settlement agreements with consumers and we are continuing our investigation into these. Some of these agreements may have had the effect of preventing those consumers from reporting regulatory concerns to us, by either excluding disclosure to any third party or, in some cases, explicitly preventing customers from contacting the Gambling Commission.
We recognise that in certain commercial contexts, use of NDAs is commonplace and such agreements, when used properly, can benefit both parties. Examples of appropriate use might include resolving supplier or intellectual property disputes. This statement should not be taken to prohibit the use of NDAs in appropriate circumstances.
However, we are keen to ensure that:
- non-disclosure clauses do not result in consumers feeling they are unable to notify the Commission or other regulators or law enforcement agenciesof conduct which might otherwise be reported
- licensees notify the Commission of offences under the Gambling Act, including breaches of licence conditions or social responsibility codes of practice
- consumers do not refrain from reporting matters to the Commission because they anticipate a settlement which contains a condition that states they will not complain to the Commission
- those suffering gambling-related harm can freely discuss their gambling history with treatment providers.
This statement provides a reminder of some of the key issues and risks of which licensees should be aware.
Requirements
As set out in paragraph 4.2 of our Statement of principles for licensing and regulation, the Commission expects operators to:
- work with the Commission in an open and co-operative way
- comply with both the letter and spirit of their licence and associated Commission regulations
- disclose to the Commission anything which the Commission would reasonably expect to know
- conduct their business with integrity
- act with due care, skill, and diligence
- take care to organise and control their affairs responsibly and effectively and have adequate systems and controls to minimise the risks to the licensing objectives
- have due regard to the interests of consumers and treat them fairly
- have due regard to the information needs of consumers and communicate with them in a way that is clear and not misleading.
Similar expectations apply to personal licensees and any attempt to prevent a person from complaining or providing information to us about regulatory failings will contravene these provisions.
Licence Condition 15 of the Licence conditions and codes of practicerequires operators to:
- as soon as reasonably practicable provide the Commission or ensure that the Commission is provided with any information that they know relates to or suspect may relate to the commission of an offence under the Act, including an offence resulting from a breach of a licence condition or a code provision having the effect of a licence condition (15.1.1) (non-betting operators)
- as soon as reasonably practicable provide the Commission or ensure the Commission is provided with any information from whatever source that they eitherknow relates to or suspect may relate to the commission of an offence under the Act, including an offence resulting from a breach of a licence condition or a code provision having the effect of a licence condition; or suspect may lead the Commission to consider making an order to void a bet. (15.1.2) (betting operators)
- notify the Commission of any criminal investigation by a law enforcement agency in any jurisdiction to which:
- the licensee is involved (included, but not limited to investigations of crimes allegedly committed against the licensee or involving the gambling facilities provided under the licence), AND
- the circumstances are such that the Commission might reasonably be expected to question whether the licensee’s measures to keep crime out of gambling had failed (15.2.1, paragraph 19b)
- notify the Commission upon the making of a disclosure pursuant to section 330, 331, 332 or 338 of the Proceeds of Crime Act 2002 or section 19, 20, 21, 21ZA, 21ZB or 21A of the Terrorism Act 2000 (a suspicious activity report) (15.2.1 para .24)
Other reporting requirements (such as those under condition 15.2.2) may also be relevant, depending on the circumstances of each case.
Our expectations
We consider that non-disclosure clauses would be improperly used if their effect was to:
- prevent, impede or deter, a person from:
- reporting misconduct, or a breach of our regulatory requirements to us, or making an equivalent report to any other body responsible for supervising or regulating the matters in question
- making a protected disclosure under the Public Interest Disclosure Act 1998
- reporting an offence to a law enforcement agency
- co-operating with a criminal investigation or prosecution
- seeking treatment for problem gambling and discussing their gambling history with treatment providers
- influence the substance of such a report, disclosure or co-operation
Non-disclosure clauses or other settlement terms must not stipulate, and the person expected to agree the settlement agreement must not be given the impression, that reporting or disclosure as set out above is prohibited. It may be appropriate for the settlement agreement itself to be clear about what disclosures are not prohibited by the non-disclosure clause.
For avoidance of doubt:
- the above expectations apply to any clause which purports to restrict disclosure to third parties, and not just clauses which specifically name the Gambling Commission
- compliance with the above expectation will not be achieved by including an exemption clause in the settlement agreement which states that a customer may report the matter to a regulator if they are required to do so.
If a customer in the course of negotiating a settlement agreement states that they intend to report a matter to the Commission, we expect licensees will normally be able to inform the customer that they have already self-reported the incident. In appropriate cases the licensee may also have made a suspicious activity report and informed us of this, in accordance with paragraph 24 of Licence Condition 15.2.1.
When there is a failure to self-report to us as required by Licence Condition 15, and there has also been a settlement agreement containing an NDA concluded in relation to the underlying facts, this may be seen as an aggravating factor in any regulatory action the Commission may choose to take.
If the agreement is or forms part of a settlement agreement under the Employment Rights Act 1996, you should ensure that you are aware of the requirements governing those agreements, including for the employee to be in receipt of independent advice. You will also need to ensure that the NDA does not include clauses known to be unenforceable.
Enforcement action
Failure to take this statement into account may result in regulatory action.”
Source: Latest News on European Gaming Media Network
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: UKGC – Industry warning notice: use of non-disclosure clauses (NDAs)

Latest News
Brightstar Lottery Reports Second Quarter 2025 Results
Brightstar Lottery PLC has reported the financial results for the second quarter ended June 30, 2025.
“We achieved several important milestones over the last few months. We secured the Italy Lotto license through November 2034, closed the sale of our Gaming & Digital business for $4 billion in cash, and announced plans to return significant capital to shareholders. With a singular focus on lottery and unmatched industry expertise, we are well positioned to create value for all stakeholders with our mission to elevate lotteries and inspire players around the world,” said Vince Sadusky, CEO of Brightstar.
“Our second quarter results reflect sustained global demand for instant ticket and draw games. We are investing in key initiatives to drive sustainable, long-term growth, while also delivering structural cost reductions to right-size the business. The Company’s attractive profit profile and strong, predictable cash flows support our balanced approach to capital allocation,” said Max Chiara, CFO of Brightstar.
Key Highlights
• Successful completion of Gaming & Digital sale for approximately $4.0 billion of net cash proceeds on July 1, 2025.
• Secured several meaningful contract wins and extensions including a nine-year Lotto operator license in Italy, an eight-year contract in Missouri which includes a fully-integrated OMNIA retail and digital solution, and several multi-year instant ticket printing contract extensions.
• Expanding OPtiMa 3.0 cost reduction programme to $50 million to right-size the business following the Gaming & Digital sale.
Second Quarter 2025 Financial Highlights
Second quarter revenue was $631 million, up 3% or stable at constant currency.
• Instant ticket & draw same-store sales increased across geographies with Italy increasing 3.7%, U.S. higher by 0.6%, and Rest of World climbing 8.4%.
• Product sales rose 59% on higher instant ticket printing and terminal sales.
• Foreign currency translation had a positive impact on growth.
• Growth from the drivers above was partially offset by elevated U.S. multi-state jackpot activity and associated LMA incentives in the prior year.
Loss from continuing operations was $60 million compared to income from continuing operations of $84 million in the prior year period.
• Incurred a foreign exchange loss versus a foreign exchange gain in the prior year, primarily reflecting the non-cash impact of fluctuations in the EUR/USD exchange rate on debt.
• Operating income was lower, driven by the high profit flow-through from elevated U.S. multi-state jackpot sales and associated LMA incentives in the prior year and restructuring charges related to the expanded OPtiMa 3.0 cost reduction programme in the current year.
• Increased provision for income taxes.
• Dynamics noted above were partially offset by reduced interest expense.
Adjusted EBITDA was $274 million compared to $290 million in the prior-year period, demonstrating resiliency despite incremental investments in the business and multi-state jackpot and LMA dynamics.
• Prior year results include the high profit flow-through from elevated U.S. multi-state jackpot sales and associated LMA incentives.
• Selling, general, and administrative costs were modestly higher as ongoing investments in the business were partially offset by OPtiMa cost savings.
• The Q2’25 period benefited from positive foreign currency translation.
Diluted loss per share from continuing operations was $0.47 compared to diluted earnings per share from continuing operations of $0.21 in the prior year. Adjusted diluted earnings per share from continuing operations was $0.12 compared to $0.20 in the prior year, primarily driven by lower operating income.
YTD 2025 Financial Highlights
Year-to-date revenue of $1.2 billion compares to $1.3 billion in the prior-year period.
• The decline was due to higher U.S. multi-state jackpot activity and associated LMA incentives in the prior year.
• Global instant ticket & draw same-store sales rose 1.2%.
Loss from continuing operations was $52 million compared to income from continuing operations of $200 million in the prior year period.
• Lower operating income, primarily due to the items affecting Adjusted EBITDA as noted below.
• Foreign exchange loss versus foreign exchange gain in the prior year, primarily reflecting the non-cash impact of fluctuations in the EUR/USD exchange rate on debt.
Adjusted EBITDA of $524 million compares to $617 million in the prior-year, primarily driven by high profit flow-through from elevated U.S. multi-state jackpot sales and associated LMA incentives in the prior year, partially offset by positive foreign currency translation.
Diluted loss per share from continuing operations was $0.59 compared to diluted earnings per share from continuing operations of $0.56 in the prior year. Adjusted diluted earnings per share from continuing operations of $0.20 compares to $0.47 in the prior year primarily driven by lower operating income, partially offset by reductions in net interest and income tax expense.
Net debt was $5.2 billion compared to $4.8 billion at December 31, 2024. The increase was primarily driven by an approximate $340 million impact from fluctuations in the EUR/USD exchange rate. Net debt leverage was 3.0x pro forma for $2 billion debt reduction completed in July.
Cash and Liquidity Update
Total liquidity was $2.9 billion as of June 30, 2025 with $1.3 billion in unrestricted cash and $1.6 billion in additional borrowing capacity from undrawn credit facilities.
Other Developments
The Company plans to launch a $250 million accelerated share repurchase programme (ASR) by entering into an accelerated share repurchase agreement with a counterparty bank. The Company plans to execute the ASR as part of its $500 million share repurchase authorization outlined below and in accordance with the share repurchase authorisation provided by the Company’s shareholders at the Company’s 2025 Annual General Meeting. The Company has been informed by De Agostini S.p.A., that it does not intend to participate in the ASR.
The Company’s Board of Directors declared a quarterly cash dividend of $0.20 per common share with a record date of August 12, 2025 and a payment date of August 26, 2025.
Completed the sale of the Gaming & Digital business on July 1, 2025. The Company received approximately $4.0 billion of net cash proceeds that are expected to be allocated in the following manner:
$2.0 billion used to reduce debt (completed in July 2025).
• Redeemed in whole the 4.125% Senior Secured U.S. Dollar Notes due April 2026 and the 3.500% Senior Secured Euro Notes due June 2026.
• Prepaid €300 million of the Term Loan Facilities due January 2027.
• The remaining amount was allocated to prepay the Revolving Credit Facilities due July 2027.
$1.1 billion to be returned to shareholders.
• The Company’s Board of Directors declared a special cash dividend to common shareholders in the amount of $3.00 per share. The record date of the distribution was July 14, 2025, and it is payable July 29, 2025.
• In addition, the Board authorized a $500 million, two-year share repurchase programme. The new authorisation replaces the Company’s existing share repurchase programme.
$500 million to partially fund upcoming Italy Lotto license payments.
$400 million to be used for general corporate purposes.
The U.S. federal income tax consequences of distributions by the Company will depend, in part, on whether the Company has current or accumulated earnings and profits (“E&P”), as determined under U.S. federal income tax principles. Based on preliminary estimates, the Company does not expect to have current E&P for fiscal year 2025 or accumulated E&P from prior fiscal years that would offset the current year expected E&P deficit. Accordingly, the Company anticipates that the special dividend, the Q1 dividend paid on June 12, and any future dividends paid in the current fiscal year will be treated for U.S. income tax purposes as a non-taxable return of capital to the extent of a shareholder’s basis in its shares, and thereafter as capital gain, although no assurances can be provided because the determination of E&P is a full-year calculation which depends upon facts that are not known as of the date hereof.
FY’25 Outlook: Adjusted EBITDA Reaffirmed, Cash Flow Improved
• Revenue of approximately $2.50 billion; adjusting revenue down $50 million compared to the previous outlook to reflect a timing shift in product sales and increased amortization related to Italy Lotto upfront license fee (which is treated as contra-revenue).
• Adjusted EBITDA of approximately $1.10 billion, in line with the previous outlook as incremental benefit from foreign currency translation is offset by higher-than-expected U.S. multi-state jackpot and LMA impacts.
• Net cash used in operating activities of approximately $275 million reflects a $75 million improvement versus the previous outlook driven by interest, income taxes, and other working capital items.
• Capital expenditures of approximately $375 million, a $75 million improvement from the previous outlook to reflect timing shifts related to recent contract extensions.
• Increasing FY’25 EUR/USD assumption to 1.12.
The post Brightstar Lottery Reports Second Quarter 2025 Results appeared first on European Gaming Industry News.
Latest News
Meet Dodo: The New Home for Crash Gaming Fans
Dodo, the newest player in the iGaming space, officially launches as a dedicated network built entirely around the fast-rising crash and instant games. Created to meet rising player demand, it offers top game reviews, trusted casino listings, and free demo play—all in one place.
Dodo answers a clear market need: a centralized destination designed specifically for crash gaming enthusiasts. Dodo network spans 8 specialized verticals: CrashDodo, WheelDodo, CoinflipDodo, DiceDodo, HiloDodo, LimboDodo, MinesDodo, and PlinkoDodo—each dedicated to a specific instant game format.
“We created Dodo because it was time for a site that treats crash games as a category of their own — not a subgenre or a passing trend. With the format’s rise in popularity, players need a dedicated space where they can explore, compare, and play,” said Ethan Thompson, content lead at Dodo.
Dodo also reflects a wider trend—the growing intersection of crash mechanics and crypto gambling. As localisation and hybrid formats expand, Dodo steps in as a natural platform for discovery, guidance and connection between players and operators.
Dodo’s Key Features:
• Curated crash and instant game selections with a free play option
• Game reviews, expert tips, and easy-to-follow player guides
• Trusted casino listings tailored for crash games fans
• Designed with crypto players in mind, offers crypto-related insights.
The post Meet Dodo: The New Home for Crash Gaming Fans appeared first on European Gaming Industry News.
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TG.Casino (TGC) Goes Live on XT.COM
XT.COM, a globally trusted cryptocurrency exchange, announced the official listing of TG.Casino (TGC), the utility token powering a next-generation, Telegram-native crypto casino. TGC combines instant gameplay, real yield and Web3 incentives to offer a seamless and rewarding user experience.
The TGC/USDT trading pair is now live in XT.COM’s Main Zone, opening the door for global users to join a rapidly growing GambleFi ecosystem that is changing how crypto holders play, stake and earn.
Telegram Meets GambleFi: The TG.Casino Vision
TG.Casino is the first licensed crypto casino fully integrated within Telegram. Users can wager, withdraw and interact instantly, with no KYC required in most regions. With more than 10,000 casino games, sports markets and exclusive Web3 features, the platform delivers on-chain gambling with real utility.
TGC is the core of this ecosystem. It powers cashback rewards, VIP programmes and staking functions. Daily platform profits support revenue sharing and token buybacks, giving long-term holders a way to benefit directly from platform growth.
Built on Ethereum, Secured by Revenue
TGC is an ERC-20 token with a fixed supply of 100 million, with around 80% currently in circulation and the remaining 20% burned forever. Its utility is closely tied to the platform’s revenue.
Every week, a percentage of the casinos profits are shared back to the community, 60% of that is shared with staked token holders and the remaining 40% are used to buy back TGC from the market and then permanently burned forever.
The smart contract is publicly verifiable and has been audited by Coinsult. TG.Casino operates under a licensed framework, holding 3 casino gaming licenses to ensure compliance and security.
The post TG.Casino (TGC) Goes Live on XT.COM appeared first on European Gaming Industry News.
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