Kindred Group PLC Offer Update for 32Red plc by Kindred Group plc (2917E)
05 May 2017 - 4:00PM
UK Regulatory
TIDMKIND TIDMTTR
RNS Number : 2917E
Kindred Group PLC
05 May 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION.
5 May 2017
RECOMMENDED CASH OFFER
for
32Red plc ("32Red")
by
Kindred Group plc ("Kindred")
UPDATE ON OFFER CONDITIONS
Kindred announces the following update regarding its recommended
cash offer for 32Red (the "Offer"). Capitalised terms used but not
defined in this announcement shall have the meaning given to them
in the offer document dated 3 March 2017 (the "Offer
Document").
As announced on 27 March 2017, the Offer is now unconditional as
to acceptances and remains open for acceptance until further
notice. The Conditions set out in paragraphs 2(a) and 2(c) of Part
A of Section III of the Offer Document have been satisfied. The
Offer remains subject, inter alia, to the approval of the UKGC to
the change of control (as set out in paragraph 2 (b) of Part A of
Section III of the Offer Document). The UKGC's review is
progressing and Kindred currently anticipates that the UKGC will
make a determination in the near future. Kindred anticipates that
the Offer will be declared wholly unconditional upon the UKGC
making a positive determination.
The Offer remains open for acceptance until further notice and
32Red Shareholders who have not yet accepted the Offer are urged to
do so as soon as possible.
Enquiries:
Kindred Group plc
+46 (0) 723 878
Henrik Tjärnström 059
+44 (0) 788 799
Inga Lundberg 6116
Houlihan Lokey (Financial adviser +44 (0) 20 7839
to Kindred) 3355
George Fleet
+44 (0) 20 7886
Panmure Gordon (Broker to Kindred) 2500
Ben Thorne
Erik Anderson
32Red plc +00 350 200 49396
Ed Ware
Jon Hale
Numis (Financial adviser, nominated +44 (0) 20 7260
adviser and broker to 32Red) 1000
Michael Meade
Richard Thomas
Michael Burke
Hudson Sandler (PR adviser to +44 (0) 207 796
32Red) 4133
Alex Brennan
Bertie Berger
Important Notices
Houlihan Lokey EMEA, LLP which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Kindred and no-one else in connection with the
subject matter of this announcement, and will not be responsible to
anyone other than Kindred for providing the protections afforded to
clients of Houlihan Lokey EMEA, LLP, nor for giving advice in
relation to the subject matter of this announcement. Neither
Houlihan Lokey EMEA, LLP, nor any of its subsidiaries or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Houlihan
Lokey EMEA, LLP, in connection with this announcement, any
statement contained herein or otherwise.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for 32Red and no-one else in connection with the
subject matter of this announcement, and will not be responsible to
anyone other than 32Red for providing the protections afforded to
clients of Numis Securities Limited, nor for giving advice in
relation to the subject matter of this announcement.
The City Code on Takeovers and Mergers
By virtue of its status as a Gibraltar incorporated company, the
Code does not apply to 32Red. Accordingly, 32Red Shareholders are
reminded that the Panel does not have responsibility, in relation
to 32Red, for ensuring compliance with the Code and is not able to
answer 32Red Shareholders' queries. In accordance with 32Red's
articles of association, 32Red and Kindred confirmed in the Offer
Announcement that, to implement the Offer, they will observe and
comply with the provisions of the Code as if 32Red (and therefore
the Offer) were subject to the Code. Further details are set out in
the Offer Document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or Gibraltar or who are residents,
citizens, nationals or subjects of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any
failure to comply with these requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such requirements by any person.
Forward looking statements
This announcement contains statements that are or may be forward
looking statements. All statements other than statements of
historical facts included in this announcement may be forward
looking statements. They are based on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations.
Publication on website
This announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Kindred's website at www.kindredgroup.com/
promptly and in any event by no later than 12 noon (London time) on
the Business Day following the publication of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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