32Red : Offer Update for 32Red plc by Kindred Group plc

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.

6 June 2017

RECOMMENDED CASH OFFER
for
32Red plc ('32Red')
by
Kindred Group plc ('Kindred')

OFFER UNCONDITIONAL IN ALL RESPECTS
NOTICE OF CANCELLATION OF ADMISSION TO TRADING OF 32RED SHARES AND LAUNCH OF COMPULSORY ACQUISITION PROCEDURE

1. Introduction

On 23 February 2017, the boards of directors of Kindred and 32Red announced a recommended cash offer of 196 pence per 32Red share by Kindred (the 'Offer'). On 27 March 2017, the board of Kindred announced that the Offer had become unconditional as to acceptances. The Offer remained subject to certain remaining conditions as set out in the update of 5 May 2017, including, inter alia, a determination by the UKGC pursuant to section 102(4)(a) of the UK Gambling Act 2005 that all relevant operating licenses held by the Wider 32Red Group shall continue to have effect following the completion of the Transaction.

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').

2. Offer unconditional in all respects

The Board of Kindred is pleased to confirm that all of the Conditions to the Offer have now been satisfied or waived, and the Offer is now declared unconditional in all respects.

The Offer will remain open for acceptance until further notice.

3. Level of acceptances and share purchases

As at 5.30 p.m. (London time) on 5 June 2017, Kindred had received valid acceptances of the Offer in respect of, or had acquired, 83,326,813 32Red Shares, representing approximately 97.6 per cent. of the issued share capital of 32Red.

So far as Kindred is aware, none of the acceptances detailed above have been received from persons acting in concert with Kindred.

4. Consideration

Settlement of the consideration due under the Offer is expected to be despatched on or before 19 June 2017 to those 32Red Shareholders who have validly accepted the Offer before 5.30 p.m. (London time) on 5 June 2017. Thereafter, the consideration will be despatched to 32Red Shareholders who validly accept the Offer within 14 days of receipt of an acceptance valid in all respects.

5. Compulsory acquisition, delisting and cancellation of trading

Since the Offer has become unconditional in all respects, Kindred has procured that 32Red will apply for the cancellation of the admission to trading of 32Red Shares on AIM, such that trading in 32Red Shares on AIM will cease at 7.00 a.m. (London time) on 7 July 2017 and Kindred also intends to take the necessary steps to re-register 32Red as a private limited company.

The cancellation of admission to trading will significantly reduce the liquidity and marketability of any 32Red Shares not assented to the Offer.

Kindred has received acceptances under the Offer in respect of not less than 90 per cent. of the 32Red Shares to which the Offer relates by nominal value and voting rights attaching to such shares. Accordingly, as stated in paragraph 10 of Section II (Letter from Kindred) of the Offer Document, Kindred now intends to exercise its rights pursuant to section 208 of the Gibraltar Companies Act 1930 and section 352(A) of the Gibraltar Companies Act 2014 to acquire compulsorily, on the same terms as the Offer, the remaining 32Red Shares in respect of which valid acceptances of the Offer have not yet been received. Notice is being sent to non-assenting 32Red Shareholders informing them of the compulsory acquisition of their shares by Kindred.

6. Action to be taken

32Red Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.

To accept the Offer in respect of 32Red Shares held in certificated form (that is, not in CREST), 32Red Shareholders should complete and return the Form of Acceptance accompanying the Offer Document (together with the relevant share certificates and any other documents of title) so as to be received by the Receiving Agent, Capita Asset Services. Acceptance for 32Red Shares held in uncertificated form (that is, shares held in CREST) should be made electronically through CREST so that settlement occurs as soon as possible. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

7. Disclosure of interests

Save as disclosed in this announcement, neither Kindred nor the directors of Kindred nor any person acting, or deemed to be acting, in concert with Kindred for the purposes of the Offer has any interest in relevant securities of 32Red or a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or delivery obligation or right to require another person to purchase or take delivery in respect of any relevant securities of 32Red or has during the Offer Period borrowed or lent any relevant securities of 32Red.

8. 32Red Shareholder enquiries

Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Offer Document, together with those documents listed in paragraph 15 of Section V (Additional Information) of the Offer Document, are available on the Kindred website at www.kindredplc.com and on the 32Red website at www.32redplc.com. You may request further copies of the Offer Document by contacting Capita Asset Services on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 am - 5.30 pm (London time), Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice (in relation to the Offer or otherwise) and calls may be recorded and monitored for security and training purposes. If requested, copies will be dispatched, free of charge, within two business days of request.

Enquiries:
Kindred Group plc
Henrik Tjärnström	[phone]
Inga Lundberg	[phone]
Houlihan Lokey (Financial adviser to Kindred)	[phone]
George Fleet
Panmure Gordon (Broker to Kindred)	[phone]
Ben Thorne
Erik Anderson
32Red plc	+00 350 200 49396
Ed Ware
Jon Hale
Numis (Financial adviser, nominated adviser and broker to 32Red)	[phone]
Michael Meade
Richard Thomas
Michael Burke
Hudson Sandler (PR adviser to 32Red)	[phone]
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.